ARTICLES
THE INTERNATIONAL SOCIETY FOR HEALTH AND HUMAN RIGHTS
adopted in 1993, with amendments adopted in 1998
ARTICLES OF ASSOCIATION, NAME, SEAT AND DURATION
Article 1
1. The name of the Association is: International Society for Health and Human Rights.
2. The seat of the Association is in Utrecht.
3. The Association is established for an unlimited period.
AIMS
Article 2
1. The aim of the Association is to contribute to the promotion and improvement of aid to persons who have experienced gross violations of human rights, and to contribute to the world-wide eradication of gross violations of human rights, in particular:
2. The Association attempts to achieve its aim by:
ASSOCIATION YEAR
Article 3
Article 4
1. The Council shall decide on the admission of members. If the Council refuses membership, membership may nevertheless be granted by the General Meeting. The Council shall establish regulations regarding admission, which regulations shall be subject to prior approval by the General Meeting.
2. Membership is open to single persons and groups. Both single persons and groups are required to be involved in the care of persons who have experienced gross, systematic violations of human rights and who campaign for compliance with the Association's aims in their own country.
Groups include centres, institutions, organisations or other groups of persons whether or not as legal entities organised and (legally) established in the normal manner in their own country.
3. Single persons shall be members in their own right and not as representatives of a group.
4. Persons working for a group which is a member of the Association may not be members of the Association in their own right.
5. In the present Articles of Association the term "member" shall apply both to single persons and to groups, unless otherwise stated.
6. The Executive Committee shall maintain a Register of the names and addresses of all members. Members are required to inform the Executive Committee of their address and any change of address immediately.
Article 5 1. Membership shall end: 2. Resignations shall be submitted in writing at the end of the Association year and with due regard for a period of notice of four weeks.
3. Cancellation of membership by the Association shall be by the Council. This may be if a member fails to conform to membership requirements, fails to fulfill obligations to the Association, or if it can no longer be reasonably expected that the Association should allow membership to continue.
Termination of membership by a group member shall occur if and when such a member is dissolved or ceases to exist.
Cancellation of membership by the Council shall take effect immediately.
4. Termination of membership without due regard for the provisions of paragraph 2 shall result in termination of membership at the earliest possible date following the date of the original termination.
5. Expulsion shall be by the General Meeting following a recommendation by the Council. Such a resolution may only be passed if the member has acted in contravention of the Articles of Association, the regulations or the resolutions of the Association, or if the member acts against the interests of the Association unreasonably. Expulsion shall result in immediate termination of membership.
The member concerned may submit a defense in writing to a committee. The procedure for expulsion shall be drafted by the Council and ratified by the General Meeting. Article 6 1. The Council shall consist of at least eight members. Appointment shall be by the General Meeting from among the single persons and/or persons employed by groups; appointment may be for a limited period.
Persons employed by groups shall be chosen in their own right and shall therefore not represent the group by which they are employed on the Council.
The General Meeting shall establish the number of persons on the Council with due regard for the provisions of Article 6, paragraph 1 of the present Articles of Association.
2. Candidates for the Council may be nominated by the Council or by at least ten members.
3. The General Meeting shall keep in mind that the Council must reflect a broad regional spread and shall ensure that each continent is represented in order to safeguard the international character of the Association. Article 7
1. An officer is appointed for the duration of three years on the understanding that as long as the vacancy of the officer has not been filled he/she will remain in office. The Executive Committee shall draw up a retirement rotation schedule. The retiring officer may be re-appointed immediately no more than twice. A person appointed to fill an interim vacancy will take the place of his/her predecessor in the rotation schedule.
2. A member of the Council ceases to function in the event of: Article 8
1. The Council shall appoint a Secretary General and a Treasurer, as well as other officials as required from among its number. As stipulated in law, the Secretary General is the chairman of the Council.
2. The Council shall meet as often as stated in the Articles of Association, or as required by the Secretary General or a majority of Council members, and at least during the international conference following the Annual General Meeting and between the international conference and the next General Meeting.
3. Resolutions may be passed at meetings in which at least seven members are present or are represented. Members of the Council may appoint fellow members to represent them at meetings in writing.
The Council may pass resolutions outside meetings on condition all members have expressed their opinion regarding the proposal in writing.
4. All Council resolutions shall be passed by simple majority vote.
5. The Secretary General shall keep minutes of all the business of the meeting, which shall be adopted by the Council and signed by the Secretary General.
6. The Secretary General's decision regarding the results of a ballot at a meeting shall be final. This also applies to the content of a resolution if a vote involves a proposal not made in writing.
If the accuracy of such a decision is challenged immediately after it has been made, a new ballot shall be held if so desired by the majority of the meeting or, if the original vote was neither by show of hands nor by written ballot, one of the voters present. This new vote shall nullify any legal consequences attached to the first ballot. Article 9
1. The Council shall appoint an Executive Committee to determine the requirements of day-to-day management, with due regard to the present Articles of Association. The Executive Committee shall include the Secretary General, the Treasurer of the Council and three other Council members.
2. The Executive Committee shall ensure that:
- contracts are established with other relevant international organisations;
- information is distributed to members;
- the Membership Register is kept up-to-date;
- funds, subsidies and finance are obtained from international organisations and other institutions whose aims and means are not in conflict with the aims and means of the Association.
3. The Executive Committee shall meet at least once every calendar year. Article 10
1. The Council is responsible for the management of the Association. If required, the Council may assign, in writing, one or more of its duties and/or powers to be carried out or exercised by others under its authority.
2. Bequests may only be accepted under benefit of inventory.
3. The Council is authorised, subject to the approval of the General Meeting, to undertake agreements concerning the acquisition, alienation and encumbrance of registered properties as well as agreements in which the Association acts as guarantor or as several joint debtor, provides support for a third party of guarantees the debt of a third party.
4. Similarly, the Council is required to obtain the approval of the General Meeting for the choice of venues for international conferences. Article 11
1. The Association is represented by the Council. Two members of the Executive Committee acting in unison may also represent the Association.
2. The Council may authorise one or more of its members as well as third parties to represent the Association as specified in such authorisation.
3. The Council shall register any authorisation of representational powers in the Association Register.
4. If a member of the Council has conflicting interests with the Association, the General Meeting may appoint one or more persons to represent the Association. Article 12
1. The Council is required to maintain a record of the assets of the Association so that the rights and duties of the Association may at all times be known.
2. The Council shall submit an Annual Report regarding the affairs of the Association to the General Meeting each year within six months of the end of the Association year, unless the General Meeting grants an extension. The Council shall submit the balance sheet and a profit and loss statement with explanations for approval by the General Meeting. These documents shall be signed by the members of the Council; if one or more signatures is omitted then the reason for that omission shall be recorded.
At the General Meeting the Council shall also submit a budget for the coming year for approval by the General Meeting. At the aforementioned period, each individual member of the Council is entitled to require that the Council fulfill its obligations.
3. Each year, the General Meeting shall appoint an Auditing Committee of at least two persons from among ordinary members not on the Council. This Committee shall examine the documents referred to in the second part of paragraph 2 and shall inform the General Meeting of its findings.
4. If the examination of the Annual Accounts and Report requires a specialised knowledge of accounting, the Auditing Committee may, with the approval of the Council, appoint an expert to be paid for by the Association. The Council shall supply any information required by the Committee regarding funds and shall make the accounts and documents of the Association available for inspection.
5. The Council shall keep the documents referred to in paragraphs 1 and 2 for ten years.
Article 13
1. A General Meeting - the Annual General Meeting - shall be held each year no less than six months
after the end of the Association year.
2. Other General Meetings may be held whenever the Council requires.
3. The Council is also required to call a General Meeting within four weeks in writing, if so requested by members collectively representing a least one-tenth of the votes. If no response is made to such a request within fourteen days those who submitted the request may call a General Meeting themselves in accordance with Article 14.
Article 14
1. General Meetings shall be convoked by the Executive Committee. Written convocation notices will be sent to the addresses of the members according to the membership register. The convocation period must be at least eight weeks, not including the day of convocation nor the day of the meeting.
2. The items on the agenda of the meeting must be stated in the convocation notice including the proposed resolutions.
In the case of the Annual Meeting a copy of the annual report shall be sent to the members at least eight weeks before the meeting.
3. All members and members of the Council of the Association, unless suspended, may attend the General Meeting. The General Meeting shall decide whether to admit other persons than those mentioned above.
Article 15
1. At meetings all single members, unless suspended, shall have one vote and all groups, unless suspended, shall have three votes.
Members may authorise a representative in writing to cast their vote.
2. Resolutions may only be adopted at a meeting if at least one third of members are present or represented.
3. Resolutions shall be passed by a simple majority of valid votes cast, unless otherwise stated in the present Articles of Association.
Blank votes shall be deemed to not to have been cast.
4. In all cases of tied votes other than resolutions regarding the appointment of persons, the proposal shall be rejected.
5. Votes concerning persons shall be by written ballot unless the meeting decides to vote by show of hands. If no simple majority is achieved in an election of persons a second vote shall be held between the proposed candidates. If a simple majority is again not achieved then new ballots shall be held until such time as one person gains a simple majority, unless there are only two candidates and the votes are tied. At each successive ballot (not including the second ballot) the candidates shall be all the persons who stood at the previous ballot except the person who received the least number of votes. If, in the previous ballot more than one person received the least number of votes, the person for whom no votes may be cast in the next ballot shall be decided by lottery. If, in a ballot between two persons, the vote is tied the decision shall be by lottery.
6. The General Meeting may pass resolutions other than at a meeting on condition that all members have agreed to the resolution in writing.
7. The Secretary General's decision at General Meeting regarding the results of a ballot at a meeting shall be final. This also applies to the content of a resolution, inasmuch as a vote involves a proposal not made in writing.
8. If the accuracy of such a decision is challenged immediately after it has been made, a new ballot shall be held if so desired by the majority of the meeting or, if the original vote was neither by show of hands nor by written ballot, one of the voters present. This new vote shall nullify any legal consequences attached to the first ballot.
Article 16
1. The General Meeting shall be chaired by the Secretary General of the Council. If the Secretary General is not present, the Council shall appoint one of its other members to chair the meeting. If the post cannot be filled in this manner, the meeting shall appoint its own chairman.
2. Minutes shall be kept of the business of the meeting by the chairman or by a person appointed by the chairman, which minutes shall be signed by the chairman and the person keeping the minutes after being adopted by the General Meeting. The members shall be informed of the contents of the minutes.
3. If a meeting is called at the request of members as outlined in Article 13, paragraph 3 of the present Articles of Association those who have requested the meeting may appoint persons other than members of the Council to chair the meeting and to keep minutes.
Article 17
1. The Council is authorised to appoint a dissolve one or more committees. The Council shall in any case establish an Organisation Committee ("Organisatie Commissie") comprising members living and/or established in the country in which the next international conference is to be held, which Committee shall organise the General Meeting and the international conference.
2. The Council shall establish the tasks of the committees and may transfer specifically defined responsibilities to such committees under its own authority.
3. Members of committees may be appointed and dismissed by the Council, whether or not from among its own number.
Article 18
1. Standing rules shall comprise all matters which are subject to further definition. Standing rules may not contain provisions contrary to law or the Articles of Association.
2. Standing rules shall be established and amended by the General Meeting. The text of a proposed standing rule shall be made available in its complete form with explanations, if required, for members to examine at an appropriate place from five days before the meeting until after the end of the day on which the meeting is held.
Article 19
1. Any amendments to the Articles of Association shall be by resolution of a General Meeting called for the specific purpose of amending the Articles of Association.
2. An extract containing the complete proposed amendment shall be made available for members to examine at an appropriate place from at least five days before the General Meeting until after the end of the day on which the meeting is held.
3. Resolutions regarding amendments to the Article of Association shall require a majority of at least two-thirds of valid votes cast at a meeting in which at least two-thirds of the members are present or represented.
4. If less than two-thirds of the members are present at a meeting to discuss amendments to the Articles of Association, a second meeting shall be called to be held after at least fourteen days, but within thirty days of the first meeting. At this meeting legally binding resolutions may be passed regarding amendments to the Articles of Association with a two-thirds majority of valid votes cast without regard to the number of members present or represented.
5. The provisions of the present Article shall apply equally to resolutions regarding mergers.
Article 20
The provisions of Article 19 shall not apply if all members entitled to vote are present at the General Meeting and the resolution to amend the Article of Association is passed unanimously.
Article 21
Amendments to the Articles of Association shall take effect after having been drawn up in Notarial Deed. Each member of the Council is individually authorised to execute such a Notarial Deed.
Article 22
1. The Association may be wound up by resolution of the General Meeting. The provisions of Articles 19 and 20 shall apply similarly.
2. The Association shall continue to exist after being wound up as long as is necessary for the liquidation of the assets. The words "under liquidation" shall be added to the name of the Association on any documents and correspondence. The liquidation shall end at such time as there are no more assets to the knowledge of the liquidators.
3. The members of the Council shall act as liquidators of the Association's assets. They shall continue to exercise the functions of appointment, suspension, dismissal and supervision of members of the Council. Other provisions of the Articles of Association shall remain in force as far as possible during liquidation.
4. Any profits remaining following liquidation shall be allotted by the General Meeting for purposes closest to the aims of the Association.
5. Following liquidation, the accounts and documents of the former Association shall be maintained for ten years in the safekeeping of a person to be appointed by the General Meeting.
Article 23
The Council shall exercise all powers which are not assigned to other bodies in law or according to the present Articles of Association.
Article 24
Contrary to the provisions of Article 7, paragraph 1, the first members of the Council shall be appointed in the present Deed.
The person appearing is known to me, civil law notary.
WHEREOF THIS ORIGINAL DEED was executed in Utrecht on the date mentioned at the start of this deed.
After the substance of this deed was communicated to the person appearing, she stated that she had taken cognisance of its contents and did not require the deed to be read out in full.
Immediately after its limited reading, this deed was signed by the persona appearing and by me, civil-law notary.
Amendments translated from Dutch into English by
Alexandra H. Kamstra
Sworn Translator Dutch-English, English-Dutch
Rotterdam, 16 September, 1999.
3. In the event of let or hindrance of a member of the Council, the remaining members shall be responsible for management. The Council may continue to function as a complete body with a maximum of four vacancies. The Council is required to call a General Meeting within three months to fill any such vacancies.
4. The General Meeting may suspend or dismiss any member of the Council, including members appointed for limited periods, at any time. A suspension which is not followed within three months by dismissal shall no longer be effective at the end of that period.