FORMATION OF A SOCIETY
On this day of April 28th 2006 there appeared before me,
Mr Laurina Christina Klein, civil-law notary, practicing in Amsterdam.
Dr Suzette Antoinette Boon-Langelaan.
Dr. Bettina Overkamp.
The persons appearing above have declared that they wish to establish a society which will be governed by the following articles:
1. The Society bears the name:
2. European Society for Trauma and Dissociation which is abbreviated to: ESTD The Society has its seat at Zeist.
1. The Aims of the Society are:
- Promoting the broadening of and increase in the knowledge of Trauma, Dissociation and all disorders related to chronic traumatization.
- Provide professional and public education about dissociation and trauma and all disorders related to chronic traumatization
- Support communication and cooperation among clinicians, researchers, historians and other professionals with a vivid interest or working in the above mentioned field
- Provide knowledge and education specifically to those countries in Europe who do not have easy access in the above mentioned field
- On behalf of the members or certain category of members the society may stipulate rights and enter into obligations to their charge
2.The Society has been formed for an indefinite period of time.
1. The Society recognizes:
- Full member
- Student Members
- Associate member
- Only full members are members as referred to in Book 2 Civil Code.
2. Full membership is open to residents of any European country including Turkey, Cyprus, Israel, Palestine and the states to the west of the Ural and Greenland in the west and who are professionally occupied with diagnosis, treatment, research or teaching in the field of trauma, dissociation and disorders related to chronic traumatization or officially represent an organization in the above mentioned field.
3. Student members are those members who are still in training and have been issued a certificate of registration with a university or college of higher education.
4. Associate members are those members who meet the requirements mentioned in article 4.2 but do not live in a state within the area indicated.
5. All applications must be in writing to the Secretary of the Society. In the first instance, the Board will decide whether the applicant is accepted as a full or student member or associate member. The secretary is required to confirm the decision to the candidate as soon as possible. In case of non admission to membership, the applicant can appeal to the General Meeting. This appeal has to be sent to the secretary in writing within one month of the original decision. The hearing of this appeal will, if possible, take place at the next AGM where a decision will be made.
The Society recognizes supporters. A supporter is a “legal person” or a natural person who has applied to the board and has been accepted by the board. He/she supports the society financially by donating a minimum contribution to be determined by the General Meeting.
Membership is terminated:
- Upon the death of a member
- Through written cancellation by a member. This written cancellation can occur at any time but requires a period of notice of three months.
- Through written termination by the Society. The can occur at any time without the requirement of notice. This may occur when a member no longer meets the requirements for membership as laid down in the articles, or when a Member does not fulfil their obligations to the Society and also when the Society cannot in all fairness be expected to continue membership.
- By expulsion. This can only be implemented by the Board if a member acts contrary to the articles, the provisions or resolutions of the Society or unreasonably harms the Society.
In the case of a Board member, either termination or expulsion can only be implemented by a decision of the General Meeting. There is no appeal possible under these circumstances.
Any person whose membership of the Society is terminated or who is expelled from the Society will be notified in writing the grounds for the termination as soon as possible. A member may appeal to the General Meeting within 4 weeks of notification of termination. This appeal has to be in writing to the Secretary.
During the period of appeal and pending the decision of this appeal, the member will be suspended but has a right to attend in person the General Meeting in which the appeal is being heard and has a right to speak. Such a member does not have a right to a vote.
1. In cases mentioned under Article 6 1 d., the Board can suspend a member for a maximum of 3 months if the Board considers that there are not enough reasons to decide on expulsion.
2. The same applies to Article 6 2-4.
3. Suspension of a member who is a member of the Board also means suspension from the Board during the same period. The termination of membership of the society also includes termination of membership of the Board.
1. Annual contributions are determined by the General Meeting. The General Meeting is authorized to set different categories of payment depending on:
- Membership Category
- Country of residence
The General Meeting may also decide that upon commencement of the membership a registration fee, to be fixed by it, shall be due
2. The Board decides in what manner and on what date at the very latest the financial obligations should have been met.
3. Unless the Board determines otherwise, persons who have been suspended, have been expelled or who have terminated their membership before the end of the financial year of the Society are obliged to pay their full contribution.
4. The General Meeting is authorized to attach further obligation to the Membership
1. Management of the Society and all of its finances are implemented by the Executive Board.
2. Following authorization at the Annual General Meeting, the Executive Board is authorized to enter into agreements by which the society undertakes to be a surety or joint and several co-debtor, or guarantees performance by a third party or provides security for the debt of another.
1. The Board will be composed of at least 3 members. The number of members is decided by the Annual General Meeting. The roles of Chair, Secretary and Treasurer are decided by the members of the Board. They form the Executive Board. Only full members of the Society shall be eligible as board members. The board members are elected, suspended or dismissed by a decision of the AGM.
2. Yearly after an AGM at least one member of the board has to resign following an agreed rotation schedule drawn by the Board. The Board can decide that more than one board member resigns yearly. Resigning members can be re-nominated immediately. When a member resigns as a Board member, he/she also resigns as Executive board member.
3. Newly elected Board Members take office immediately after the AGM in which they are elected. They take the place of their predecessors. The AGM can decide on alternative time schedule for the acceptance of new board members.
- A member of the Executive Board or the Board can resign at any time.
- During times of vacancies, the Executive board and the Board are still authorized to take decisions.
1. The Chair determines when and where a meeting of the Executive board and the board will be held. Such meetings have to be announced by the Chair or by the Secretary on behalf of the Chair.
2. The Chair decides on the agenda and is obliged to include agenda items put forward by 2 or more members of the Board.
3. Decisions are validated if there is a majority vote of the board (over half). Each member of the board has the right to one vote. If there is a tie, then the Chair has the casting vote.
4. The Secretary takes minutes unless the Board decides that a list of decisions taken is sufficient. The minutes or the Decision List has to be formally approved by the Board, signed by the Chair and the person who has taken the minutes.
1. The Society is represented by the Executive Board as long as this not in conflict with the law.
2. Members of the Executive Board are required to act on behalf of the Board and the Society.
3. The Executive Board is authorized to mandate a third member of the board to represent the Society within certain limitation that needs to be in writing.
1. A General Meeting is held at least once a year within 6 months of the end of the financial year. The general meeting can extend this period for each subsequent year.
2. Additional general meetings can be held if called for either by the Chair or the Executive Board. Furthermore the Chair is obliged to convene a general meeting if requested by at least 10% of the full membership. Such requests have to be in writing and specify the subject for discussion. If neither the Chair nor the Executive Board calls a meeting within 4 weeks of this written request, the members requesting this meeting are authorized to access the Membership list, set up an agenda, appoint a chair and someone to take minutes.
3. The Chair of the Board runs the annual meeting. If the Chair is absent then the Board decides who will chair the meeting. These conditions are subject to the provisions mentioned in 13.2
4. Each full member who is not under a suspension (see article 6, 4) can attend, speak and make proposals at the general meeting.
5. Each full member shall have one vote.
6. Each full member can authorize another full member to cast a vote as a proxy for him/her.
7. A full member can act as a proxy for only one other full member
8. General Meetings can establish rules and regulations which can be reviewed and changed.
9. If neither the law, nor these articles nor the rules and regulations set up at the General Meeting resolve specific issues, then the General Meeting can decide on what action to take.
The Agenda of the Annual General Meeting must include at least the following:
1. The election of one or more board members
2. The submission of the Annual Report by the Executive board
3. The financial statement signed by all members of the Executive board and approved by members at the general meeting. If one member of the Executive board has not signed, then a reason has to be given.
4. An external committee with at least two full members of the Society, who are not on the Executive board, have to check the annual financial report of the Board.
5. A report from this committee (see d above) has to be presented at the Annual General Meeting.
6. If independent auditors are used, then Article 14 1, d & e are not applicable.
7. Agenda of the Annual Meeting is decided by the Board. The board has to take into account the above mentioned in this article.
1. The AGM is called by the secretary through a written announcement (also possible through email or fax) to all full members giving at least 15 days notice prior to the meeting.
2. This announcement needs to include time and place of the meeting and details of the agenda.
1. All decisions at AGM’s are taken by a majority vote (at least more than half the valid members) unless these articles stipulate otherwise. Invalid or unmarked votes are not considered as a vote.
2. Voting for persons is by written ballot. Other voting is orally, unless the chairman of the meeting decides otherwise.
3. If there is a tie vote, then the proposal is invalidated. On voting for persons, if there is no clear majority, then there is a revote for the 2 persons with the highest vote. If on the second ballot there is still a tie, then the decision is made by the toss of a coin.
The financial year of the Society is the same as the Calendar year.
1. The articles of the Society can be amended by a decision of the general meeting with at least 2/3rd majority of the validly cast votes.
2. At least 5 days prior to this meeting there should be a copy of this motion in which the proposal for this amendment is included at a location suitable for all members to access.
3. Changes to the articles can only come into effect after a notarial instrument has been drawn up. Till such time as this is implemented, every member of the Executive Board is authorized to continue their duties.
4. The Executive board is obliged to register these changes with the Chamber of Commerce.
1. The Society can be dissolved after a resolution to this effect passed by the general meeting. The decision for dissolution has to conform to Article 18 section 1, 2 & 3.
2. The liquidation surplus, after all debts are paid, will be distributed as determined by the members at this meeting. This decision has to conform to Article 18 section 1, 2 & 3.
A. The following persons are appointed for the first time on the Executive Board:
- chair: Mrs. S.A. Boon-Langelaan
- secretary: Mr. R. Aquarone
- treasurer: Mrs. B. Overkamp
B. The First financial year of the Society ends ultimo December 31st 2007.
The persons appearing are known to me, Civil Law Notary.
This deed was executed today Amsterdam april 28th 2006
The substance of this deed was stated and explained to the appearing persons.
The appearing persons declared not to require a full reading of the deed, to have taken note of the contents of this deed and to consent to it.
Subsequently this deed was read out in a limited form and immediately thereafter signed by the appearing persons and myself, civil notary, at Amsterdam