Statutes of UniTe

Statutes of UniTe – Platform for Internationalisation and Integration

(Version 12.05.2014 – Disclaimer: This version in English is for indicative purpose only. For all legal purposes, the Dutch version shall be used and consulted. A latest copy can be requested by using the contact page.)

Article 1: Name and registered office

  1. The name of the association is UniTe – Platform for Internationalisation and Integration.
  2. The association is also known as UniTe, as an abbreviated name.
  3. The association has its registered office in Enschede, the Netherlands.

Article 2: Vision, Mission, and Objectives of the association

Section 1: Vision

  • The vision of the association is to represent the true internationalisation spirit of the association members of the University of Twente.

Section 2: Mission

  • The mission of the association is to make an important contribution to the life of international members of the University of Twente and to stimulate integration between Dutch and International communities.

Section 3: Objectives

The objectives of the association are:

  1. To act as a platform for dialogue between the Dutch and the International associations for discussion on how to promote integration between Dutch and Foreign students.
  2. To represent the interests of all associations interested in internationalisation at the University of Twente.
  3. To promote partnerships and collaborations between various member associations in form of activities, events and active consultations.
  4. To discuss the University of Twente’s policy for internationalisation.
  5. To discuss the Student Union’s policy for internationalisation.

Article 3: Membership

Section 1: Membership Types

There are two kinds of memberships possible for the association, namely:

  1. General members: General members, also known as the executive council, consist of representatives or board members of all associations that act in accordance with UniTe’s goals and are Student Union recognised. The executive council has full voting rights in the general members meeting and other decision making processes in this association.
  2. Special members: Special members are individuals or representatives from any other body within the UT that want to make use of this association’s platform and have the same interests as stated in Article 2 of this document. Associations who are not Student Union recognized yet can become a special member. Special members do not have voting rights or a formal obligation towards the association.

Section 2: General membership

  1. Membership in this association shall be open to all associations and foundations responsible for tasks at the University of Twente, who want to make use of this association’s platform and have the same interests as stated in Article 2
  2. The board shall decide on the admittance of members. A decision has to be notified to the party involved within two months after an application. If an application is rejected by the board, the general meeting may decide to admit a member after all.
  3. For the exercise of the rights obtained with membership, the members will be represented by the chairperson or president of their board or by a representative that has been authorized in writing or in an electronic, legible and reproducible message.

Section 3: General member’s obligations

  1. The board shall keep a register in which the names and addresses of the members have been recorded. The members shall be required to ensure that their addresses are known to the board. Members can also provide an electronic address in favour of messages, announcements and notices for convening meetings.
  2. The members are obliged to pay an annual contribution, which amount shall be determined by the general meeting annually. They can be assigned to categories paying different amounts.
  3. Members shall be eligible to vote for decisions as stated in this constitution.
  4. Members are obligated to attend meetings and any other activities deemed necessary by the board from time to time.

Section 4: Termination of Membership

  1. The membership shall end:
    1. By notice of termination by the association;
    2. By notice of termination by the member;
    3. By dissolution of the association.
    4. By dissolution of the member.
    5. By removal.
  2. Notice of termination by the association shall be effectuated by the board and may take place only if
    1. a member fails to fulfill its obligations towards the association;
    2. when it cannot reasonably be expected from the association to allow the membership to continue; if the member no longer meets the qualifications for membership as described in Article 3 section 1.
  3. Notice of termination by the member may be given at the end of a financial year, with due observance of a notice period of at least four weeks. The notice shall be submitted either in writing or in an electronic, legible and reproducible message.
  4. When the membership ends in the course of a financial year, the annual contribution shall nonetheless be due and demandable in full.
  5. Removals, as defined in Article 4, paragraph 5, shall be effectuated by the board and may take place only if a member acts in violation of the articles of association, bye-laws or resolutions of the association, or if a member prejudices the association.

Article 4: Disciplinary measures

  1. The board can decide to take disciplinary measures against a member if:
    1. the member acts in conflict to the association’s goals
    2. the member acts in conflict to decisions taken by the association or a committee of the association
    3. the member acts in such way that it would harm the association.
  2. The disciplinary measures that can be taken are:
    1. reprimand
    2. fine
    3. suspension
    4. removal
  3. The amount of a fine cannot exceed the maximum defined in the bye-laws. The member can appeal to the decision at the general meeting within one month after announcement. The general meeting will take a decision by majority vote at their next meeting.
  4. The duration of a suspension cannot exceed the maximum defined in the bye-laws. For the duration of the suspension, the member cannot participate in general meetings and cannot exercise its voting rights. The member can furthermore lose other rights awarded by membership during the suspension period.
  5. The removal of a member can only take place if the member acts in violation of  the articles of the association, bye-laws or resolutions of the association in a severe manner, or if the association is harmed by the member in a severe manner.
    1. After the board has decided to remove the member, the member will be notified in writing or in an electronic, legible and reproducible message, providing the reason for removal.
    2. The member can appeal to the decision of removal at the general meeting within one month after announcement. The general meeting will take a decision by majority vote at their next meeting. During the appeal period, the member is suspended as long as the general meeting has not taken a decision, understanding that the member has access to the general meeting in which the matter will be discussed. The member can defend itself during that general meeting. The member has the right to be assisted by a lawyer during that meeting.

Article 5: The board

Section 1: Board members

  1. The board shall consist of at least three persons, who take the positions of the president, secretary, and treasurer. The president is appointed by means of his title.
  2. The number of board members is decided upon by the general meeting.
  3. The board members are nominated in a process of open application to all students of the University of Twente.
  4. The retiring board nominates the new board members on the basis of the applications received. The nomination by the retiring board is binding.
  5. In case the retiring board cannot perform the nomination of new board members for any reason, the general members can form a committee to execute the task and nominate the board members by majority vote in the general meeting after all applications for the positions are received.
  6. In case the procedures defined in paragraph 3 and 4 fail, the Steering Committee can perform the nomination of the new board after the open application process.
  7. Board members may be nominated by the board or by at least three-tenths of the members.
  8. The binding character of a nomination can be revoked by a two-thirds majority vote of those present and voting in the general meeting.
  9. Board members are appointed for a period of one year.
  10. A retiring board member may immediately be reappointed.
  11. Board members may at all time be suspended or removed by the general meeting by a two-thirds majority vote.
  12. A member of the executive council shall not be a board member of the association in the same board year.

Section 2: Board members’ Duties and Powers

  1. The board has the duty of managing the association within the limitations defined in the statutes.
  2. If the board temporarily consists of less than three persons, it shall nonetheless be authorized, while being under an obligation of calling a general meeting as soon as possible in order to fill the vacancy/vacancies.
  3. In the first board meeting after the election of board members, the board divides the positions and announces its decision to the members.
  4. Each board member is obliged to duly fulfill the assigned tasks.

Section 3: Board Meetings and Board Resolutions

  1. Unless the board decides otherwise, the board will meet whenever the president or two other board members demand it.
  2. The board can also make decisions outside of meetings if no board member objects and all board members participate in this decision-making process.
  3. In cases of urgency, board members are authorized to take decisions in the name of the board if prior consultation is not possible.
  4. With exception of the cases of urgency defined in Article 5, Section 3, paragraph 3, the board may pass resolutions only if a majority of the board members are present or represented at the meeting. A board member may authorize another board member to cast his/her vote.
  5. Each board member shall have the right to cast one vote. All resolutions shall be passed by an absolute majority of two-thirds of votes.
  6. Blank votes shall not be counted.
  7. Each proposal shall be voted for separately and votes shall be cast by voice, unless a board member objects. Votes in writing will be cast by secret ballot.
  8. The opinion expressed by the chairman of the board meeting about the outcome of a vote shall be decisive. The same applies to the contents of an adopted resolution, insofar as the vote was cast on a proposal which had not been recorded in writing. If, immediately after the chairman has expressed his opinion, the correctness of that opinion is disputed, a new vote shall be held if the majority of the meeting so desires or if a board member so desires, provided that the first vote was not taken by call or ballot, and the resolution to be adopted shall be recorded in writing. This new vote shall render the first vote invalid and without legal effect.
  9. Minutes shall be kept of the business transacted at the meetings and signed by the present board members at the meeting as the evidence.

Section 4: Managing authority

 

  • Only the treasurer can, after authorization by the board, make and receive payments and manage the association’s accounts and issue receipts.
  • The board, with the approval of the general meeting, has the authority to  enter into agreements to acquire, alienate or encumber registered property subject to registration and to enter into agreements by which the association commits itself as surety or joint and several debtor, warrants performance by a third party or provides security for the debt of a third party.
  • Board members, who have been awarded representative powers by these statutes, exercise these powers only after a decision has been made by the board or the general meeting to enter into the legal act in question, with exception of cases of urgency as defined in Article 5, Section 3, paragraph 3.
  • The absence of the approval of the general meeting may be invoked against third parties.

 

 

Article 6: General meeting

Section 1: Duties and rights

  1. Annually, within six months after the end of the financial year, save where this term is extended by the general meeting, a general meeting – the annual meeting – shall be held.
  2. The agenda of the general meeting shall include at least the following points:
    1. approval of the minutes of the previous general meeting
    2. annual report of the Secretary
    3. discussion and determination of annual financial statement
    4. determination of membership fee
    5. approval of financial plan
    6. elections
    7. miscellaneous
  3. The content of the general meeting will further be determined by the board.
  4. At the annual meeting the board shall report on its management conducted in the past financial year. The board shall submit the balance sheet and the statement of income and expenditure to the general meeting for its approval. The general meeting’s approval of the report shall discharge the board from liability for its management insofar as evidenced by those documents.
  5. If no auditor’s report is submitted on the accuracy of the balance sheet and the statement of income and expenditure, the general meeting shall each year appoint a committee consisting of at least two members which shall not be members of the board. Members of the committee shall be appointed by the general meeting from a binding nomination drawn up by the board, which nomination can only be drawn up by the board once in every financial year. The general meeting can deprive the binding character, after which the general meeting is free in the appointment of the members of the committee. This committee shall investigate the documents referred to above and shall present its findings to the general meeting.
  6. For the benefit of its audit, the board shall be required to provide the audit committee with all information requested by it, to give access to the cash funds and assets, if desired, and to allow.
  7. The general meeting possesses any authority that is not transferred on the board or other bodies of the association by law or by the statutes.
  8. The general meeting can authorize persons and committees.

Section 2: Calling a general meeting

  1. General meetings shall be called by the board. The notice calling the meeting shall be either in writing and shall be sent to the addresses of the members as stated in the register of members.
  2. If a member has agreed to this, the notice for convening a meeting may also be sent by an electronic, legible and reproducible message to the address given by the member to the association for this purpose.
  3. Registration of an electronic address in favour of the register of members is considered consent as meant in the aforementioned sentence.
  4. The subjects to be discussed are mentioned together with the convocation, or the location is mentioned where the members can get notice hereof.

Section 3: Other general meetings

  1. Other general meetings may be held as often as the board deems desirable.
  2. Furthermore, the board shall be required to call a general meeting within four weeks if at least one/tenth of the members entitled to vote files a written request for a meeting. The request may also be submitted by an electronic, legible and reproducible message. The request is filed in writing in case that the request has been recorded electronically.

Section 4: Access and voting rights

  1. Members who are not suspended as referred to in Article 4, paragraph 4 have access to the general meeting.
  2. A suspended member shall have access to the meeting at which the resolution to remove that member or to terminate that membership will be discussed and shall be authorised to address the meeting on that subject.
  3. The chairman of the meeting shall be authorised to allow other persons than the persons referred to in paragraph 1 to attend the meeting.
  4. Every non-suspended member of the association has one vote. A member can grant a power of attorney in writing to another member entitled to vote, to cast his vote, taking into account that a member can only act as an authorized representative for one other member. The power of attorney is granted in writing in case that the power of attorney has been recorded electronically.
  5. The members with voting rights are allowed to make proposals and to submit amendments.

Section 5: Decision-making

  1. Unless provided otherwise by law or the articles of association, resolutions passed by the general meeting shall require a majority of two-thirds of those present and voting.
  2. The president shall appoint an election office from among the members present at the general meeting, which consists of at least two persons.
  3. Blank votes shall not be counted.
  4. All votes shall be taken by voice, unless the chairman of the general meeting deems a vote in writing desirable or if one of the persons entitled to vote requests the vote to be cast in writing. Votes in writing shall be cast by secret ballot.
  5. The opinion expressed by the chairman of the general meeting about the outcome of a vote shall be decisive. The above provision shall equally apply to the contents of an adopted resolution, insofar as the vote was cast on a proposal which had not been recorded in writing. If, immediately after the chairman has expressed his opinion, the correctness of that opinion is disputed, a new vote shall be held if the majority of the meeting so desires or if a person entitled to vote and attending the meeting so desires, provided that the first vote was not taken by call or in writing. This new vote shall render the first vote invalid and without legal effect.
  6. Votes in writing will be declared invalid by the president or the election office if they:
    1. are blank,
    2. are signed,
    3. are not readable,
    4. are not clear,
    5. contain more than a clear statement of the vote.
  7. If in an election about a position none of the candidates received two-thirds of votes in the first voting round, a second voting round will take place. If none of the candidates receives two-thirds of votes in the second voting round, re-elections will take place until one candidate receives two-thirds of the votes or, in case of an election with only two candidates, there is a tie.
    1. In re-elections (which do not include the second voting round), votes can be cast upon the candidates of the previous rounds, except the candidate who received the least votes. In case the least number of votes has been received by more than one person, lots will be drawn in order to decide who cannot be elected in the next round.
    2. In case of a tie between two candidates, lots will be drawn in order to decide who is elected.
  8. If there is a tie of votes about a matter other than the election about a position, the proposal is refused.

Section 6: General meeting’s chairman and minutes

  1. The president of the board or his/her deputy shall conduct the general meetings.
  2. If the president and his/her deputy are absent or unable to act, another board member to be designated by the board shall act as chairman. If no president is designated in this manner, the meeting itself shall appoint a chairman.
  3. The secretary or a person designated for that purpose by the board shall keep minutes of the business transacted at each meeting.
  4. The minutes shall be presented and approved at the next general meeting and shall be signed by the president and the secretary.

Section 7: Bye-laws and committees

  1. The general meeting may adopt bye-laws.
  2. The bye-laws may not be in conflict with the law or the articles of association.
  3. The bye-laws regulate the organisation and procedures of the association.
  4. The bye-laws can be changed by a two-thirds majority vote of the general meeting.
  5. The general meeting can define rules and instructions for committees or persons which have been given a special task by the general meeting. These committees and persons can only be dissolved or discharged by the general meeting. The rules and instructions for these committees and persons can only be changed or annulled by the general meeting.
  6. Rules and instructions may not be in conflict with the law or the articles of association.

Article 7: Financial year and budget

  1. The financial year of the association shall coincide with the calendar year.
  2. The board shall be required to keep such records of the association’s financial situation and of all aspects of the association’s activities, and to keep the accounts, records and any other data carriers pertaining thereto in such manner as will accurately show the association’s rights and obligations at all times.
  3. Within six months of the end of the financial year the board shall prepare and draw up the association’s balance sheet and statement of income and expenditure. These documents shall be prepared by the treasurer.
  4. The board shall be required to keep the accounts, records and other data carriers referred to in the two preceding paragraphs for seven years.
  5. The board must draw up a budget for the next financial year annually and send it to the members and convenes them temporarily for a general meeting in which this budget is discussed. The general meeting is authorized to adopt the budget. The general meeting is convened at such a date that the budget can be adopted in the year preliminary to the year relating to the budget.

Article 8: Amendments to the statutes

  1. A resolution to amend the articles of association may be adopted only by a general meeting especially called for that purpose by means of a notice stating that a proposal for an amendment to the articles of association will be presented.
  2. A resolution to amend the articles of the association may only be adopted by a majority of at least two thirds of the votes cast when at least two thirds of those entitled to vote are present or represented. In case less than two thirds of those entitled to vote is present, a second meeting shall take place in which a decision about the amendment will be made by a two-thirds majority vote, regardless of the number of those entitled to vote present.
  3. The persons who have called this meeting must, at least five days before the day of the meeting, make a copy of that proposal, stating the proposed amendment verbatim, available to the members at a convenient place until the end of the day on which the meeting is held.
  4. An amendment to the articles of association shall take effect only after a notarial deed has been drawn up of that amendment. Each board member shall be authorized to cause such deed to be executed.

Article 9: Dissolution

  1. The association may be dissolved by a resolution of the general meeting with a vote of at least three-fourths of the total number of valid votes with at least two-thirds of those entitled to vote present or represented.
  2. The resolution to dissolve the association shall include the assignment of a custodian for the accounts and records.
  3. In so far as the general meeting does not appoint any other liquidators, the board members shall act as such in order to liquidate the assets of the association.
  4. After the creditors have been paid, the liquidators shall transfer the remainder of the assets equally to the members. However, the resolution to dissolve the association may also include another destination for the remaining assets.
  5. After completion of the liquidation the books, records and other supporters of data of the association shall remain with the custodian referred to in paragraph 1 for a period of seven years.

Final statement

In any case not foreseen by these statutes, the board shall decide how to proceed.