Constitution

  CONSTITUTION  
 

The International Association of Funeral Museums

 
     

 

 

ARTICLE I

 
 

Name and seat

 
 

The name of the Association is:

The International Association of Funeral Museums

The Association has its seat in Amsterdam. The office address of the Association is the address of the Association’s Secretary or such other address as may be specified by the Board.

 

 

 

ARTICLE II

 
 

OBJECTIVES

 
 

1. The objects of the Association are:

 
 
  • to advance and promote the preservation of collections in the field of international funeral history;
  • to encourage and promote international cooperation between organizations and persons involved in the creation and preservation of collections in the field of international funeral history;
  • to collect and give access to information, to provide information to the public and to offer advice and support in the field of international funeral history;
 
 

2. The Association endeavours to achieve its objects by:

 
 
    • promoting international contacts and arranging agreements between funeral museums, scientists, scholars, researchers, the media, public authorities and other stakeholders;
    • providing public information on the nature and importance of the international heritage in respect of funerary customs, practices, rituals, objects and items;
    • organizing meetings, providing information and advice to organizations and persons involved in the creation and preservation of collections in the field of international funeral history;
    • establishing funds to support the creation and preservation of collections, the carrying out of relevant research, the publication of texts and the organization of meetings.
 
 

3. The Association is not affiliated with any political party or religious organization and is a not-for-profit organization.

 

 

 

ARTICLE III

 
 

Financial year

 
 

The financial year of the Association coincides with the calendar year.

 

 

 

ARTICLE IV

 
 

MEMBERS

 
 

1. The Association has the following categories of members:

  • Ordinary Members;
  • Associate Members;
  • Honorary Members:

Honorary Members are individuals who have rendered meritorious service to the Association or who have made a significant contribution towards achieving the Association’s objects, and who have been appointed Honorary Members by the Board.

2. Applications for membership must be submitted in writing to the Secretary.
The Board shall decide on the admission of new members within three months of
receipt of the relevant application.

3. The Board shall keep a register listing the names and addresses of all members.

 

 

 

ARTICLE V

 
 

Ordinary Members

 
 
    1. Ordinary Members are legal entities which do not seek to make a profit, are accessible to the public, serve the interests of society and its development and which aim to acquire, preserve, research, present, document and raise awareness of the tangible and intangible testimonies of people and their environment in respect of death and funerary customs and traditions for study, educational and leisure purposes. The legal entity should focus on all funerary objects, phenomena or concepts that are of academic interest to or have a spiritual value for a particular community. On incorporation of the Association, Stichting Nederlands Uitvaartmuseum, a foundation having its seat in Amsterdam, is admitted as Ordinary Member.
    2. A candidate for Ordinary Membership must endorse the principles of the International Council of Museums, in particular the ICOM Code of Professional Ethics, before being eligible for membership.
    3. Ordinary Members must be represented by a natural person, appointed to that end by the Ordinary Member in question, who may exercise the membership rights of the Ordinary Member he or she represents. The Board must be notified in writing of the appointment of a natural person as representative of an Ordinary Member.
 

 

 

ARTICLE VI

 
 

Associate Members

 
 
    1. Associate Members are all natural persons and/or legal entities other than Ordinary Members that have been admitted to membership in the manner set out in Paragraph 2 of Article 4.
    2. Associate Members do not have any rights and obligations other than those granted to or imposed on them in or pursuant to the Constitution.
    3. The rights and obligations of an Associate Member may be terminated at any time by either party giving notice to that effect, with the proviso that the full annual membership fee remains due for the then current financial year. Notice of termination of membership by the Association shall be given by the Board.
 

 

 

ARTICLE VII

 
 

Termination of membership

 
 

1. Membership of the Association will terminate:

  • if a member dies; a transfer of membership by inheritance is not permitted; if the member is a legal entity: at the time of its dissolution;
  • if a member resigns from membership;
  • if the Association gives notice of termination of membership. The Association may give notice of termination of membership if a member no longer meets the membership requirements set out in the Constitution or fails to meet its obligations to the Association, or if the Association cannot reasonably be expected to allow membership to continue;
  • if a member is expelled. A member may be expelled only if it acts in contravention of the Constitution, standing orders, regulations or resolutions of the Association, or unreasonably prejudices the Association.

2. Notice of termination of membership by the Association shall be given by the Board.

3. Notice of termination of membership by a member shall be given in writing to the Board.

4. A member or the Association may give notice of termination of membership only with effect from the end of a financial year; the minimum notice period is four weeks. However, membership may be terminated with immediate effect if the Association or the member cannot be expected to allow membership to continue.

5. If notice of termination is given in contravention of the preceding Paragraph, membership will terminate with effect from the earliest possible date following the date for which notice has been given.

6. A member is not permitted to give notice of termination of membership in order to evade the consequences of a resolution by which the members’ financial obligations are increased.

7. A resolution to expel a member shall be passed by the Board.

8. A member may appeal to the General Meeting against a resolution of the Association to terminate its membership on the grounds that the Association cannot reasonably be expected to allow membership to continue, and against an expulsion resolution; such an appeal must be lodged within one month of receipt of the notice of the resolution in question. To that end, the member in question shall be notified of the resolution and of the reasons for the resolution in writing as soon as possible. During the period in which an appeal may be lodged and pending the appeal, the member in question shall be suspended from membership.

9. If membership is terminated in the course of a financial year, the full annual membership fee remains due.

 

 

 

ARTICLE VIII

 
 

Annual membership fee

 
 

1. The members are required to pay an annual membership fee as determined by the General Meeting.

2. Associate Members may be required to pay an annual membership fee as determined by the General Meeting.

 

 

 

ARTICLE IX

 
 

Board

 
 

1. The Association is managed by a Board consisting of no fewer than three (3) members.

2. The members of the Board shall be appointed by the General Meeting. Board members may be appointed from outside the membership of the Association. Board members shall be appointed for a term of four (4) years. A retiring Board member shall be eligible for immediate re-election.

3. The international federation: “International Federation of Thanatologists Associations - FIAT-IFTA”, having its seat in Hilversum, hereinafter referred to as: “FIAT-IFTA”, shall have the right to nominate a candidate for appointment to one position on the Board of the Association, which nomination shall be binding. If such a right of nomination exists with respect to a vacant position on the Board, FIAT-IFTA shall nominate a candidate within sixty (60) days. However, the General Meeting may set aside the binding nature of the nomination at any time by a resolution passed by a majority of at least two thirds of the votes cast, with the proviso that such majority represents more than two third of the members with voting rights. The nomination shall be included in the notice of the General Meeting at which the appointment in question will be considered.

4. The Board (with the exception of the first Board whose members are appointed to office) shall elect a Chair, a Secretary and a Treasurer from its number. The positions of Secretary and Treasurer may be held by one person.

5. If the number of Board members falls below three, the Board shall nevertheless retain its powers. However, the Board shall be required to convene a General Meeting as soon as possible to address the filling of the vacancy or vacancies.

6. The Secretary shall take minutes of the proceedings at each Board meeting, which will be approved and signed as a true and accurate record of the meeting by the Chair and the Secretary. The provisions of Paragraphs 2 and 3 of Article 17 apply by analogy.

7. Standing orders may be adopted to provide further procedural guidance in relation to Board meetings and decision-making by the Board.

 

 

 

ARTICLE X

 
 

Termination of Board membership

 
 

1. Each Board member may be suspended or removed from office by the General Meeting at any time. If a Board member is suspended but not removed from office within three months, the suspension will end on expiry of such period.

2. Board membership will also terminate if a Board member steps down or dies or, if the Board member is a legal entity, by its dissolution.

 

 

 

ARTICLE XI

 
 

Representation

 
 

Without prejudice to the provision in the final sentence of Paragraph 2 of Article 12, the Association may be represented:

a. either by the Board;

b. or by two Board members acting jointly.

 

 

 

ARTICLE XII

 
 

Duties of the Board

 
 

1. The Board is charged with the management of the Association, subject to the restrictions set out in the Constitution.

2. Subject to the approval of the General Meeting, the Board may decide to enter into agreements for the acquisition, disposal and encumbrance of property subject to compulsory registration and to enter into agreements by which the Association binds itself as surety, guarantor or joint and several debtor, warrants performance by a third party or guarantees third-party debts. The absence of such approval may be invoked against third parties.

 

 

 

ARTICLE XIII

 
 

Annual report and financial statements

 
 

1. The Board is required to keep such records of the Association’s financial position as to ensure that the Association’s rights and obligations can be ascertained at any time.

2. At a General Meeting held within six months of the end of the Association’s financial year, barring extension of this period by the General Meeting, the Board shall report on the affairs of the Association and the policies pursued in the past financial year, and present a balance sheet and a statement of income and expenditure with accompanying notes for the past financial year to the General Meeting for approval. The balance sheet and the statement of income and expenditure with accompanying notes must be signed by all Board members; if the signature of any of them is missing, this shall be noted along with the reason. After the expiry of the aforesaid six-month period, each member of the Association may request the court to order the joint Board members to meet the obligations set out in this Paragraph.

3. Each year, the General Meeting shall appoint a committee from within the Association’s membership, consisting of no fewer than two persons who may not be members of the Board. The committee shall audit the financial statements prepared by the Board and report on its findings to the General Meeting.

4. The General Meeting may disband the committee at any time, on condition that another committee is appointed at the same time.

5. The adoption of the financial statements by the General Meeting shall discharge the Board from liability.

6. The Board is required to retain the documents referred to in Paragraphs 1 and 2 for a period of seven years.

 

 

 

ARTICLE XIV

 
 

Article 14 General Meeting

 
 

1. The Board shall convene a General Meeting at least once a year and, furthermore, whenever it considers a meeting appropriate or whenever it is required by law or the Constitution to convene a General Meeting. The working language of meetings is English, unless the Chair decides otherwise. The annual General Meeting of the Association should be scheduled to coincide with the annual general meeting of FIAT-IFTA as far as possible.

2. Notices of meeting shall be sent to the members’ addresses.

3. Moreover, the Board is required to convene a General Meeting at the written request of at least ten members with voting rights, which General Meeting must be held within four weeks of the request. If the Board fails to comply with such a request within fourteen days, the members requesting the meeting may convene a General Meeting themselves, either in the way in which the Board convenes General Meetings or by placing an advertisement in at least one national daily newspaper.

4. The agenda for the meeting referred to in Paragraph 2 of Article 13 shall also include the following items:

  • the filling of any vacancies,
  • the appointment of the members of the committee referred to in Paragraph 3 of Article 13,
  • he determination of the annual membership fee.
 

 

 

ARTICLE XV

 
 

Admission and voting rights

 
 

1. All Ordinary Members, all representatives of the Associate Members referred to in Article 6, all Honorary Members and all Board members may attend the General Meeting. Suspended members and suspended Board members may not attend the General Meeting, with the proviso that a suspended member is entitled to attend the General Meeting at which the suspension resolution is considered and to address the meeting in relation to the suspension resolution.

2. The Chair shall decide on the admission of any persons other than those referred to in Paragraph 1.

3. All Ordinary Members, all representatives of the Associate Members referred to in Article 6, all Honorary Members and all Board members are entitled to address the General Meeting.

4. Each non-suspended Ordinary Member has one vote. Other members have no voting rights. Each non-suspended Board member who is not a member of the Association has one vote, with the proviso that the total number of votes cast by such Board members may not exceed fifty per cent of the number of votes cast by the Ordinary Members.

5. Each Ordinary Member shall designate a representative and a deputy representative. An Ordinary Member may appoint another Ordinary Member in writing to act as its proxy; such an appointment is valid for one meeting only. An Ordinary Member may act as proxy for no more than two other Ordinary Members.

An Ordinary Member may also appoint the Chair in writing to act as its proxy; such an appointment is valid for one meeting only.

 

 

 

ARTICLE XVI

 
 

Minutes

 
  The Secretary or another person designated for that purpose by the Chair shall take minutes of the proceedings at each meeting, which must be confirmed as an accurate record of the meeting at the same meeting or at a subsequent General Meeting.  

 

 

ARTICLE XVII

 
 

Chairing of General Meetings

 
 

1. The General Meetings shall be chaired by the Chair of the Association or his or her deputy. If they are both absent or unable to act, the meeting will be chaired by one of the other Board members designated by the Board. If no such Board member is designated, the meeting itself will appoint someone else to chair the meeting.

2. The opinion expressed by the chair of the General Meeting that a resolution has been passed by the meeting is decisive. The same applies to the subject matter of a resolution that has been passed, in so far as the motion voted on was not recorded in writing.

3. However, if the opinion of the chair of the meeting, referred to in Paragraph 2, is challenged immediately after it is expressed, a new vote shall be taken if so desired by the majority of the meeting or, if the original vote was not taken by roll call or by ballot, by a person who is present and entitled to vote. The legal consequences of the original vote become null and void as a result of such a new vote.

 

 

 

ARTICLE XVIII

 
 

Decision-making

 
 

1. All resolutions of the Association’s governing bodies are passed by an absolute majority of the votes cast, except as otherwise provided by the Constitution or the law.

2. Votes on motions concerning persons are taken by ballot, votes on motions not concerning persons are taken orally, unless the chair of the meeting decides otherwise. Blank (protest) votes and invalid votes will not be counted. If the votes are equally divided on a motion concerning persons, a second vote will be taken between the two persons who secured the largest number of votes. If the votes are equally divided again, lots will be drawn to decide the issue. If the votes are equally divided on a motion not concerning persons, the motion is defeated.

3. A unanimous resolution passed by all Ordinary Members, even if it is passed without holding a meeting, has the same effect as a resolution of the General Meeting, on condition that it is passed with the prior knowledge of the Board.

4. As long as all members are represented at a General Meeting, valid resolutions may be passed with respect to any business, even if no notice of meeting has been given or if the meeting has not been convened in the prescribed manner, or if any other provision relating to the convocation and holding of meetings or any formality relating thereto has not been observed, with the proviso that such resolutions are passed by unanimous vote.

 

 

 

ARTICLE XIX

 
 

Amendments to the Constitution and dissolution of the Association

 
 

1. The Constitution of the Association may be amended only by a resolution of the General Meeting, passed at a meeting convened by a notice stating that a motion to amend the Constitution will be considered at that meeting.

2. Not less than seven days’ notice shall be given of such a meeting.

3. Resolutions to amend this Constitution or to dissolve the Association may only be passed by a majority of at least two thirds (2/3) of the valid votes cast.

4. The persons convening a General Meeting at which a motion to amend the Constitution is to be considered shall, at least five days before the meeting, deposit a copy of that motion, containing the exact wording of the proposed amendment, at an appropriate location, where it must be available for inspection by the members until the end of the day on which the meeting is held.

5. A resolution to amend the Constitution may be passed only with the prior approval of the Executive Committee of FIAT-IFTA.

6. An amendment to the Constitution shall not take effect until it has been laid down in a notarial deed. Each Board member shall be entitled to arrange for the deed of amendment to be executed.

 

 

 

ARTICLE XX

 
 

Dissolution

 
 

1. If the Association is dissolved, its affairs will be wound up and its assets will be liquidated by the Board. The provisions of this Constitution will remain in force as far as possible during the winding-up and liquidation period.

2. Any surplus on winding up must be appropriated in line with the Association’s objects as far as possible.

 

 

 

ARTICLE XXI

 
 

Standing orders

 
 

1. The General Meeting may adopt standing orders containing more detailed provisions regarding membership, the amount of the membership and admission fees, the duties and responsibilities of the Board, the meetings, the exercise of voting rights and any other matters requiring further regulation.

2. The standing orders may be amended by a resolution passed by the General Meeting by a majority of at least two thirds (2/3) of the valid votes cast, at the written request of at least one third of the members of the Association.

3. The standing orders may not contain any provisions that derogate from or conflict with the provisions of the law or the Constitution, except where such derogation is permitted by law or the Constitution.

 

 

 

ARTICLE XXII

 
 

Committees, regulations

 
 

1. The Board may appoint committees, including a committee of experts, and set their terms of reference. The Board may disband a committee.

2. The duties, responsibilities, procedures and working practices of the committees referred to in Paragraph 1 will be set out in regulations prepared by the Board. The Board shall be entitled to amend and repeal such regulations.

 

 

 

ARTICLE XXIII

 
 

Final provision

 
 

The following are appointed as the first members of the Board: Mr J.M.H.J. Keizer, the person appearing named above under 1, as Chair; Mr D. van Vuure, the person appearing named above under 2, as Secretary; Mr F. Sánchez, as Treasurer; Mrs. K. Gernig, as Board member. The persons appearing are known to me, civil law notary, and I, civil law notary, have established their identity by reference to the aforesaid documents which are intended for that purpose.


 
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