CONSTITUTION
CONSTITUTION OF NIA
(Approved by the Executive Board on 06-01-2016)
Name, Seat, Objectives
Article 1
The name of the Association is: The Netherlands-India Association. It is situated in The Hague. The Association’s office will be the secretary’s place of residence.
Article 2
The aims and objectives of the Association are:
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To promote knowledge and understanding of the culture, history, philosophy, religions and social structure of India and the Netherlands among the peoples of both countries.
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To further friendly relations between the peoples of India and the Netherlands by widening and deepening personal, cultural and social contacts.
Membership
Article 3
1. The Association has ordinary members and honorary members.
2. Ordinary members (hereafter called members) are those who have accepted the invitation to membership or those who have applied
for membership and whose membership has been accepted by the executive board or by a person designated by the executive board.
His/her membership is, however, effective only after receipt of his/her membership fee. In case of non-acceptance applicant will be informed within three months. Applicant will have the right to appeal to the General Body Meeting.
3. The honorary membership will be conferred on recommendation of the executive board by the General Body Meeting to individuals
who have made an outstanding contribution to the promotion of the Netherlands-India cultural cooperation. Honorary members have
all the rights of membership that ordinary members have except the right to vote and the right to be elected to an office or a committee
of the Association. Therefore, honorary members are not members within the meaning of the law.
4. Members may be individuals or families. Each individual person has one vote. Each family has two votes.
5. Members can be elected to an office of the Association one year after acceptance of membership or payment of first membership fee, if this happens later.
6. Membership ends by:
a. Resignation by the member;
b. Termination by the Association;
c. Death of the member.
7. Notice of resignation of membership must be given in writing to the secretary at least one month before the beginning of the
financial year.
8. Termination of membership by the Association can only take place as under:
Notice of termination of membership will be given by the executive board, in writing, with a four weeks’ notice. If the notice
of termination of membership is not given on time, membership will continue until the end of the next financial year.
Nevertheless the Association can give notice of termination of membership immediately if, in fairness, continuation of
membership cannot be required of the Association. Termination of membership by the Association can only occur when:
i. member has stopped complying with the requirements of this constitution, or:
ii. member does not meet his/her obligations to the Association, or:
iii. if, in all fairness, continuation of membership cannot be required of the Association.
9. For gross impropriety or misuse of office, a member can be censured or removed from the office by the General Body Meeting with two-thirds majority of the members present and voting provided the total number of members voting for such a motion is not less than one-third of the total membership of the Association.
10. If membership ends during a financial year, the yearly membership fee will nonetheless be fully payable by the member. Finances and financial year
Article 4
1. The finances of the Association consist of membership fees, subsidies, donations, and income from other legitimate sources. Any change in the membership fee will be put to vote in the General Body Meeting.
2. The financial year corresponds the calendar year.
Executive Board & Advisory Council
Article 5
1. There shall be an Executive Board not exceeding eight members, elected by the General Body Meeting for a period of two years. The General Body Meeting does also decide on the number of Executive Board Members.
2. To ensure both change and continuity it is desirable that members will make an effort, through the General Body Meeting, to choose every two years at least two new executive board members and to re-elect two current members of the board.
3. For gross impropriety or misuse of the office, a board member can be censured or removed from office by the General Body Meeting. This should take place by two-third majority of the voting members present, provided the total number of members for such a motion is not less than one-third of the total membership of the Association.
4. If, in case of suspension of an Executive Board member, the General Body Meeting has not come to a decision on his discharge, suspension will end. The suspended Executive Board Member will be given the opportunity to justify in the General Body Meeting and be assisted by an adviser.
5. The Executive Board is charged with the General control and direction of the Association. The executive Board will elect the President, Vice-president, Secretary, Joint Secretary and Treasurer from its ranks. The Executive Board can create any other position, necessary for furthering the aims and objective of the Association.
6. The Executive Board is competent, regarding the provision of paragraph 5 of this article, to enter agreements of acquisition, alienation and/or encumber with registered items (registergoederen) and to enter agreements, to which the Association commits itself as a third guarantor or as a severally liable joint debtor, to which it makes out a case for a third party or to which it agrees to guaranteeing a debt of a third party. However, if any office holder(s) who exceeds his/her/theirs authorities, given by the Board is/are personally responsible for any such action /deed done on behalf of the Association.
7. The Executive Board requires permission of the General Body Meeting to enter agreements, to which the Association commits itself as a guarantor or as a severally liable joint debtor, to which it makes out a case for a third party or to which it agrees to guaranteeing a debt of a third party.
8. Every Executive Board Member is expected to take an active part in the activities of the Board. A member who did not attend any of
the meetings of the Board in the past year would be deemed to have resigned.
9. If an Executive Board Member has a conflict of interest in discharge of his/her duties towards the Association, he/she is not eligible to be on the Executive Board.
Article 5a
1. There shall be an Advisory Council to advise the Executive Board on issues concerning long term vision, programs and strategies, either when requested by the Executive Board or when the Advisory Council takes an initiative of its own on an issue or issues of importance to the Association. The Executive Board will give due consideration to the advice so given but it is not obliged to follow it.
2. The Advisory Council will consist of five members appointed by the Annual General Meeting on the recommendation of the Executive Board for a period of four years. Members are eligible for reappointment. The Executive Board may recommend only those persons who have played an important role and/or have contributed to the development of the Netherlands India Association such as past Presidents of the Association.
3. The Advisory Council will meet at least once every six months. It will determine its own procedures and internal regulations. Representation
Article 6
1. The Executive Board is qualified to represent the Association.
2. The permission of representation is also granted to two jointly acting Executive Board Members, one of whom at least should be the President, the Secretary, or the Treasurer. Furthermore permission to represent is granted to the President. The Secretary may also represent the Association if and when authorized by the Executive Board.
Article 7
The president presides over the meetings of the Executive Board and the General Body Meeting. In his/her absence, the Vice-president takes over his/her duties.
Article 8
Under the General direction of the Executive Board, the Secretary will be responsible for implementing the decisions of the Board.
Article 9
The treasurer will be in charge of the finances and collection of the membership fees, donations, etc. From time to time, he/she will keep the Executive Board informed of the financial position and give an annual financial statement in writing to the Executive Board.
Article 10
The five above mentioned office bearers are elected for two years and are eligible for re-election for a maximum of one more term
The General Body Meeting
Article 11
There will be a General Body Meeting, at least once a year, preferably in the first quarter of the year. In addition to such other matters as are thought necessary for consideration, the General Body Meeting will consider the following matters:
1. the annual financial report by the treasurer:
2. the annual report by the secretary;
3. future policies and guidelines for the executive board;
4. appointments of honorary members.
Article 12
Special sessions of the General Body Meeting may be convened either when decided by the executive board or when requested by at least 25 members or 10% of the membership whichever is more.
Article 13
For a meeting either under article 11 or article 12 notice will be given in writing by the Secretary at least fourteen days in advance unless otherwise decided by the Executive Board.
Article 14
1. The General Body Meeting is accessible for all members and the honorary members, persons who participate in an office of the
Association and also by those who are invited by the General Body Meeting.
2. The voting members in the General Body Meeting are the non-suspended members who have paid their dues. Each individual member has one vote. Each family consisting of husband /wife/partner has two votes. Voting by proxy is not allowed. The chairman determines the method of voting in the General Body Meeting.
3. All matters at any sitting of the General Body Meeting shall be determined by a majority of votes of the members present with the
voting rights. The chairman or the person acting as such shall have a casting vote in case of equality of votes.
Article 15
1. The General Body Meetings shall be chaired by the President or, in his/her absence, by the Vice-President and in case he/she is absent too, one of the former Presidents present. If no former President is present, the meeting chooses its own chairman.
2. The judgment spoken by the chairman at the meeting about the result of the voting will be final. The same goes for the content of a decision, as far as it was a voting on a resolution that was not put in writing.If, immediately after the announced judgment of the chairman, correctness is disputed, a new voting shall take place if a majority of the voting members want this or, if the original vote was neither by call nor in writing, if one voting member wants this. At the new vote all legal effects of the original vote expire.
3. All that is being discussed at the General Body Meeting shall be taken down as minutes by the Secretary or by a person chosen by the chairman.These minutes shall be decreed in the same or in the next General Body Meeting and, in evidence of which, shall be signed by the Chairman and the Secretary of that meeting.
Article 16
In the absence of any other provision in this constitution, the quorum to constitute a meeting shall be fifty-one percent in the case of the Executive Board and ten percent of membership or 25 members, whichever is more, in case of the General Body Meeting.
Article 17
An amendment of this constitution may be initiated either by decision and recommendation of the Executive Board or by a proposal made by ten ordinary members in writing to the General Body Meeting. Any provision of this constitution may be amended, either by way of variation, addition, or repeal, by the General Body Meeting if decided by a majority of votes provided that not less than one-third of the total number of members are present and voting. If the majority is not at least one-third of the total number of members, the proposal must be submitted within fourteen days to a new meeting held within twenty-one days after the first meeting and then passed by not less than two-thirds of the members present and voting.
Dissolution and liquidation
Article 18
A resolution to dissolve the Association shall require a majority of at least two-thirds of the votes at a meeting at which at least half of the total number of ordinary members are present. In case of dissolution of the Association, its affairs shall be liquidated by the Executive Board, unless the General Body Meeting shall otherwise resolve.