STATUTES

Name and Seat

Article 1

1. The association bears the name: European Association of Breastfeeding Medicine (EABM).
2. It has its registered office in the municipality of The Hague.

Target

Article 2

1. The association aims to:
2. Disseminate professional knowledge and raise awareness among physicians in Europe and Israel who make decisions regarding the health of the breastfeeding woman and the health of the breastfeeding child .;
3. Uphold international breastfeeding goals in accordance with up-to-date scientific standards in Europe and Israel
4. Provide optimal medical care for breastfeeding women and their children
5. d. to perform all further actions that are related to the above in the broadest sense or that may be conducive to it.
6. The association tries to achieve its goal by, among other things:
7. Organization of the European Conference of the EABM;
8. Training of European and Israeli doctors in breastfeeding medicine
9. Maintaining a mutual support network for doctors involved in breastfeeding in Europe and Israel;

d Abiding with the WHO Code of marketing of breastmilk substitutes and its amendments

1. e. to carry out any other activities that may be useful for the purposes set out in paragraph 1.
2. The association does not aim to make a profit.

Association year

Article 3

The association year is the same as the calendar year.

Membership

Article 4

1. The association has ordinary members and honorary members.

Where in this Constitution or under the rules of association rules or ge-taken there decisions of member or members including both the ordinary and honorary members, unless otherwise specified or clearly intended otherwise.

2. Ordinary members are those who have registered as a member of the board and have been admitted as such to the association by the board . Only natural persons can be members of the association. In the event of non-admission by the board, the general meeting can still decide to grant admission. The general meeting may delegate this authority to a committee to be appointed from among its members, consisting of at least three persons, who may not be members of the board.
3. Honorary members are those who, on account of their extraordinary merits for the association, have been appointed as such by the general meeting on the proposal of the board and who have accepted this appointment.

Article 5

Membership is personal and therefore cannot be transferred or transferred.

Article 6

1. Membership ends:
2. by the death of the member;
3. by termination by the member;
4. by cancellation by the association;
5. by dismay.
6. Termination of membership by the member can only take place towards the end of an association year, provided it is in writing and with due observance of a notice period of at least four weeks.

Immediate termination of the membership by cancellation is nevertheless possible:

if it cannot reasonably be expected to continue the membership;

1. within one month after a decision limiting the rights of the members or increasing their obligations has become known or communicated to a member. In that case, the decision does not apply to that paragraph;
2. within one month after a member has been notified of a decision to convert the association into another legal form or to merge. If a cancellation has not taken place on time, the membership will continue until the end of the next association year.
3. Termination of membership by the association can also only take place at the end of an association year. Notice of termination is given by the board in writing and subject to a notice period of at least four weeks.

Termination of membership by the association can only take place when a member has ceased to meet the requirements set for membership by the articles of association, when the member does not fulfill his obligations towards the association as well as when the association cannot reasonably be expected to membership. to last.

The provisions of the following paragraph regarding the lodging of an appeal by the member concerned as well as the resolutions of the general meeting in this matter shall apply mutatis mutandis.

4. Dismissal from membership can only be pronounced when a member acts contrary to the statutes, regulations or decisions of the association, such as in the case of non-payment or late payment by the member of his annual payment despite payment reminder. contribution, or when a member harms the association in an unreasonable manner. The disqualification will be effected by the board, which will inform the member concerned as soon as possible of the decision, stating the reasons. The person concerned is authorized to appeal to the general meeting within one month of receipt of the notification. During the appeal period and pending the appeal, the member is suspended.

The decision of the general meeting to disqualify will have to be taken by a majority of at least two-thirds of the number of votes cast. The provisions of Article 4, paragraph 2, last sentence, apply mutatis mutandis.

5. When the membership ends in the course of an association year, the annual contribution remains due in full by the member .

Donors

Article 7

1. Donors are those who have been admitted as such by the board. The board is authorized to cancel the donorship at any time without stating reasons.
2. Donors are obliged to make an annual financial contribution to the association, the minimum size of which is determined by the general meeting.

Cash

Article 8

1. The funds of the association consist of the annual contributions of the ordinary members and the donors, possible entrance fees, inheritances, bequests, donations and other income. Legacies may only be accepted under the privilege of inventory.
2. Each full member is due an annual amount, which amount is determined by the general meeting. The full members may be divided into categories by the general assembly, which pay a different annual fee.

Honorary members are exempt from the aforementioned contribution obligation .

3. New ordinary members are required to pay an entrance fee, the amount of which is determined by the general meeting.

Board

Article 9

1. The board consists of at least three and at most nine persons, who appoint a chairman, a secretary and a treasurer from their midst . The chairman, the secretary and the treasurer together form the daily management.
2. The board members are appointed by the general meeting from among the members of the association. The general meeting also determines the number of board members with due observance of the limits set in the first paragraph of this article.
3. board members can be suspended and dismissed by the general meeting at any time, with reasons given. The general meeting decides on suspension or dismissal by a majority of two-thirds of the votes cast.
4. If, in the event of suspension of a board member, the general meeting has not resolved to resign within three months thereafter, the suspension shall end. The suspended board member is given the opportunity to account for himself in the general meeting and can be assisted in this by counsel.
5. board members are appointed for a maximum period of four years. A year in this context means the period between two consecutive annual general meetings. The board members resign according to a schedule to be drawn up by the board; a board member resigning according to the roster is immediately eligible for reappointment.

In the event of an interim vacancy , the new board member takes the place of the person he succeeds on the roster.

Vacancies are filled as soon as possible.

6. Board membership also ends:
7. by thanking;
8. by the termination of membership of the association.
9. An incomplete board remains authorized to board .

Article 10

1. The board is charged with the management of the association. The daily management is charged with the daily management of the association. The board may delegate tasks and powers to the executive board until further notice .
2. Subject to the provisions of paragraph 3 of this article, the board is also authorized to decide to enter into agreements for the acquisition, alienation or encumbrance of registered property and to enter into agreements in which the association commits itself as a surety or jointly and severally co-debtor . , asserts itself for a third party or undertakes to provide security for a debt of a third party.
3. The board requires the approval of the general meeting for decisions to enter into agreements whereby the association binds itself as surety or jointly and severally co-debtor , makes a case for a third party or undertakes to provide security for a debt of a third party.

Without the aforementioned approval , the association cannot be legally represented with regard to these legal acts.

4. The board is obliged to keep records of the association’s assets in such a way that its rights and obligations can be known from them at all times .

Article 11

1. The board represents the association.
2. In addition, the power of representation is vested in the chairman together with the secretary or the treasurer as well as to the secretary together with the treasurer.
3. The board may grant a power of attorney to one or more board members, as well as to others, both jointly and separately, to represent the association within the limits of that power of attorney.

Article 12

1. The board may only pass resolutions in a meeting if at least half of the number of board members is present or represented.
2. The board may also adopt resolutions in a manner other than at a meeting, provided that all board members are given the opportunity to cast their vote and none of them objects to this manner of decision-making. A resolution is then taken if the absolute or required larger majority of the number of board members has declared themselves in favor of the proposal.

Announcement of every decision taken in the proceedings and of the meeting shall be made at the next meeting of the board, which statement shall be recorded in the minutes of that meeting.

3. The chairman and two of the other board members are jointly entitled to convene meetings of the board.
4. Rules may be laid down by regulations regarding the manner of convening, the notice period, the agenda for the meetings of the board and other related subjects . If such rules have been adopted, the board may also take legally valid resolutions in the event of actions contrary to those rules, provided that the board members absent at the meeting have declared in writing that they do not oppose the decision-making process .
5. The board members and those invited by the board have access to the meetings of the board.
6. A board member may be represented at a meeting by another board member authorized in writing.

A board member may act as authorized representative at a meeting of the board for no more than one other board member.

The general Assembly

Article 13

1. The general meetings are held in the municipality where the association has its registered office or in another place to be designated by the board.
2. At least one general meeting is held annually, within six months after the end of the association year, unless this term is extended by the general meeting. In this general meeting, the board issues its annual report on the state of affairs in the association and on the policy pursued. The board submits the balance sheet and the statement of income and expenditure with an explanation to the meeting for approval. These documents are signed by the board members; if the signature of one or more of them is missing, this will be stated, stating the reasons.
3. The general meeting appoints an annual committee to examine the documents referred to in the previous paragraph . The committee consists of at least two members who may not be part of the board. The board submits the documents to the committee at least one month before the day on which the general meeting will be held in which they will be discussed . The committee examines these documents and reports its findings to the general meeting. If, in the Committee’s opinion, this investigation requires special accounting knowledge, it may be assisted by an expert at the expense of the association.
4. The board is obliged to provide the committee with all information requested by it for the purpose of its investigation, to show it the cash register and the assets if desired, and to allow it to inspect the books and documents of the association.

Article 14

1. In addition to the general meeting referred to in the previous article, general meetings are convened by the board as often as it deems desirable. The chairman and the secretary are also jointly authorized to convene general meetings.
2. At the written request of at least such a number of members as is authorized to cast one-tenth of the votes in a plenary general meeting, the board is obliged to convene a general meeting at a term of no longer than four weeks after submission of the request. If the request is not acted upon within fourteen days, the applicants themselves may convene the general meeting. The petitioners can then charge others than board members with the management of the meeting and drawing up the minutes.
3. The general meeting is convened by means of a written notification ( including by e- mail) to those entitled to vote within a period of at least ten days. The subjects to be discussed are stated in the notice of the meeting.
4. If the general meeting has not been convened in writing, the general meeting may nevertheless pass legally valid resolutions, provided that at least such a number of persons entitled to vote are present at the meeting as is entitled to cast half the number of votes in a plenary. meeting can be called out and none of them, nor the board, oppose decision-making.

If the general meeting is convened within the prescribed period, the general meeting may nevertheless pass legally valid resolutions, unless such a number of those present as are entitled to cast one-tenth of the votes in that meeting. resistance.

The provisions of the first sentence of this paragraph apply mutatis mutandis to decision-making by the general meeting on subjects not included on the agenda.

Article 15

1. The members who are not suspended, the persons who are part of the bodies of the association, as well as those who have been invited to do so by the general meeting have access to the general meeting. A suspended member has access to the meeting in which the decision to suspend is discussed, and is authorized to speak about it.
2. The aforementioned LEDs are entitled to vote in the general meeting . Each of them has one vote. Anyone entitled to vote can grant a written proxy to another person entitled to vote to cast his vote. A person entitled to vote can act as proxy for no more than two persons.
3. A unanimous resolution of all those who are entitled to vote at the general meeting, even if they are not in a meeting, has the same force as a resolution of the general meeting, provided it is taken with foreknowledge of the board.

Article 16

1. The general meetings are chaired by the chairman or, in his absence, by the oldest board member present. If no board members are present, the meeting itself provides for its leadership.
2. The opinion expressed by the chairman at the general meeting on the result of a vote is decisive. The same applies to the content of a resolution passed, insofar as a vote was taken on a proposal that has not been laid down in writing.
3. Minutes shall be kept of the proceedings at the general meeting by the secretary or by a person designated by the chairman. These minutes are adopted at the same or in the next general meeting and signed in evidence thereof by the chairman and the secretary of that meeting .

Amendment of the Articles of Association

Article 17

1. Amendments to the articles of association can only take place by a resolution of the general meeting, which has been convened with the announcement that amendments to the articles of association will be proposed there.
2. Those who have summoned the general meeting for consideration of a proposal to amend the articles of association must, at least five days before the day of the meeting, submit a copy of that proposal, in which the proposed amendment is verbatim , to a suitable place available for inspection by members until the end of the day on which the meeting was held.
3. A resolution to amend the articles of association can only be taken by the general meeting by a majority of at least two-thirds of the number of votes cast, with at least half of the members voting.
4. The amendment to the articles of association will only come into effect after a notarial deed has been drawn up. Each of the board members is authorized to have the deed of amendment to the articles of association executed.
5. The provisions of paragraphs 1 and 2 of this article do not apply if all persons entitled to vote are present or represented at the general meeting and the resolution to amend the articles of association is taken unanimously .
6. The board members are obliged to deposit an authentic copy of the deed of amendment of the articles of association and a full running text of the articles of association, as they read after the amendment, at the office of the association register kept by the Chamber of Commerce .

I would advise adding a quorum requirement in article 17 paragraph 3. Then not only a reinforced majority (2/3) is required for the decision-making, but also a minimum requirement for the part of the members that is present (or represented) at the meeting, for example half, 2/3, 3/4. Then you prevent that at a meeting at which 3 members are present (while you have, for example, 100 members), it can be decided by 2 members to amend the articles of association. This seems like a good idea, especially in view of a possible place of meeting abroad (see below).

As far as the actual act of incorporation is concerned, we are dealing here with a multiple legal act that must be performed by at least two persons. This is not the case with a foundation; you can set it up alone. So you can sign in person and (at least) another board member will have to appear by proxy (I can provide that). The rest can be installed in office just at the end of the deed of incorporation.

With regard to the comments on the place of the meeting, the following. The law does not say anything about the place of meetings for associations, so in my view it is permitted to include in the articles of association in article 13 paragraph 1: “The general meetings are held in the municipality where the association is registered under the articles of association or in another the place to be appointed by the board. ”

For a person appearing (appearing) in the deed, it is required that the marital status is stated. This is not the case for drivers who are only installed at the lock in function; there we can just leave it out.

Dissolution and liquidation

Article 18

1. The provisions of article 17 paragraphs 1, 2, 3 and 5 apply mutatis mutandis to a resolution of the general meeting to dissolve the association.
2. In its resolution referred to in the previous paragraph, the general meeting shall determine the destination for the surplus balance, as far as possible in accordance with the purpose of the association.

The acquirer of the surplus liquidation balance must be an institution as referred to in Article 6.33, first paragraph, under b, of the Income Tax Act 2001 or a regulation that has been introduced for that purpose (a so-called public benefit institution (ANBI)).

3. Unless the general meeting decides otherwise, the liquidation shall be effected by the board.
4. After the dissolution, the association will continue to exist insofar as this is necessary for the liquidation of its assets.

During the liquidation, the provisions of the articles of association will remain in force as far as possible. In documents and notices issued by the association, the words “in liquidation” must be added to its name .

5. The association ceases to exist at the time when no assets known to it or to the liquidator (s) are present. The liquidator (s) shall notify the registers where the legal person is registered of the ceasing to exist .

Regulations

Article 19

1. The general meeting may adopt one or more regulations in which subjects are regulated that are not or not fully provided for by these articles of association.
2. Regulations may not contain provisions that are contrary to the law or these articles of association.
3. The provisions of article 17 paragraphs 1, 2 and 5 apply mutatis mutandis to decisions to adopt and amend regulations.

Decision

Article 20

1. Insofar as these articles of association or the law do not provide otherwise, all resolutions of the bodies of the association are taken by an absolute majority of votes. An absolute majority is understood to be more than half of the number of votes cast.
2. If no one has obtained an absolute majority in an election of persons, a second vote shall be taken between the persons who obtained the highest number of votes.
3. In the event of a tie vote on persons, a second vote will be taken. If the votes are tied again, fate decides.
4. People are voted on in writing, and matters are voted on orally, unless the meeting decides otherwise on the proposal of the chairman.
5. Blank and incorrectly cast votes do not count.