By - laws

Dos : 22006714
Ref : JT/SLO (210203.1)

AMENDMENT OF THE ARTICLES OF ASSOCIATION

Dated the 14th of January 2003, before mr. K.H.J. Flink, civil-law notary, practising at Utrecht
Revised 2007

NAME AND DOMICILE (Article 1.)

  1. The name of the Association shall be: International Research Association for Organic Food Quality and Health
  2. The Association is established in Driebergen, The Netherlands

OBJECTIVES (Article 2.)

  1. The objective of the Association shall be:
    to investigate and develop a scientific conceptual basis for organic food quality; as well as novel research methods to examine food quality and to study the influence of organic food on human health.
  2. The Association shall try to achieve its objectives by:

    • establishing an international research network of excellence with a co-ordinating secretariat
    • exchanging information via the establishment of a web site on internet
    • publishing reports or articles related and relevant to the subject of organic food quality and health.
    • bundle resources to increase efficiency (e.g. by sharing samples for multiple testing and co-ordinate the work share of larger projects and facilitate staff exchange among institutions)
    • organise and maintain active interaction with the organic food business and consumer groups
    • evaluate, improve and standardise new methods to asses the quality of organic produce and it’s impact on human health including the evaluation of alternative/holistic quality assessment methods
    • organise an international scientific conference on Organic Food Quality and Health for people from professional practice, academic disciplines, social organisations and public administration
    • and further by using all other lawful means deemed necessary or useful in achieving the fore mentioned objective.

  3. The Association does not aim to make profit

FINANCIAL YEAR OF THE ASSOCIATION (Article 3.)

The financial year of the Association shall run from January 1 to December 31.

MEMBERSHIP (Article 4.)

  1. The Association shall have:
    a. ordinary members
    b. supporting members
    c. honorary members
    References in these Articles to membership or to members shall include all categories of membership or members, unless the contrary appears.
    The Board has the liberty to suggest to define or specify other types of membership.
  2. Ordinary members shall be those research institutions, -associations or other – institutions active in Organic Food Quality and Health research admitted as such by the Board.
    A natural person may be admitted as a member if this person acts as the representative of such institution under the condition, that this person pledges to step back from its personal membership when its affiliation with the represented institution ends, to make way for the admission of another natural person who will then represent this institution.
  3. Supporting members shall be legal persons who have undertaken to pay a minimum annual contribution to be set by the General Meeting, and have been admitted as such by the Board.
  4. Honorary members shall be those persons appointed as such by the General Meeting on the proposal of the Board for extraordinary services to the Association or to the objectives of the Association.
  5. The Board shall keep a register containing the names and addresses of all members.
    Members shall be obliged to inform the Board of any change of address without delay.

CONTRIBUTIONS (Article 5.)

  1. Ordinary members shall be obliged to pay an annual membership fee , to be set by the General Meeting. They may be divided into categories paying different contributions. Supporting members shall be obliged to pay an annual contribution, to be set by the General Meeting.
  2. In special cases, the Board shall be authorised to grant complete or partial exemption from the obligation to pay a contribution.

TERMINATION OF MEMBERSHIP, SUSPENSION (Article 6.)

  1. Membership shall end:

    1. upon the death of a member;
    2. on notice of termination by the member;
    3. on notice of termination by the Association;
    4. on expulsion.

  2. Termination of membership by the member may only take place in writing at the end of a financial year, with due observance of a notice period of four weeks, provided that:

    1. a member may terminate his membership with immediate effect within one month of being informed of a resolution to convert the Association into a different legal form or to conclude a merger;
    2. a member may terminate his membership with immediate effect within one month of becoming aware of or being informed of a resolution limiting his rights or increasing his obligations – other than financial obligations; and in such a case the resolution shall not apply to him.

  3. Termination of membership by the Association, except where an honorary membership is concerned, shall be effected by the Board; termination of an honorary membership shall be effected by the General Meeting. This may be done where a member has ceased to fulfil the requirements for membership, where he does not fulfil his obligations to the Association, and where the Association cannot reasonably be required to allow the membership to continue. Termination under this paragraph shall have immediate effect.
  4. A notice to terminate membership contravening the provisions of paragraph 2 shall result in the termination of the membership on the earliest permitted date after the date for which notice was given.
  5. Expulsion shall be effected by the Board.
    This may only be done where a member acts in violation of the articles, regulations or resolutions of the Association, or has prejudiced the Association in an unreasonable manner. Expulsion shall result in the termination of membership with immediate effect.
  6. Where membership is terminated in the course of a financial year, the member shall nonetheless owe the membership contribution for the entire financial year.
  7. The Board may decide to suspend a member. Where suspension is not followed within three months by a resolution to terminate membership, the suspension shall end on expiry of that period.

THE RIGHTS AND OBLIGATIONS OF SUPPORTING AND HONORARY MEMBERS (Article 7.)

  1. Supporting and honorary members shall have no rights or obligations other than those granted or imposed under or by virtue of the Articles or the standing rules.
  2. The rights and obligations of a supporting member may be terminated at any time by either party giving notice with immediate effect, provided that the annual contribution for the current financial year shall still be owed in full.
  3. Termination of a supporting membership on behalf of the Association shall be effected by the Board.

THE BOARD (Article 8.)

  1. The Board shall consist of at least three (3) persons. Appointments shall
    be made by the General Meeting from among the members with reference to what is described in paragraph 2.
  2. The number of Boardmembers will be decided by the General meeting. In case of a vacancy the Board can put forward a candidate. The General Meeting however can always chose another candidate.
  3. The Supporting members have the right to appoint one Boardmember in the Board.
  4. Candidates for the Board can be nominated by the Board, as well as on the proposal of at least 20% of the total of ordinary members.

DURATION AND TERMINATION OF BOARD MEMBERSHIP, SUSPENSION (Article 9.)

  1. A Boardmember shall retire within three years after his appointment in accordance with a retirement rota to be drawn up by the Board, on the understanding that the member retiring according to the rota shall continue to fulfil the function for as long as the vacancy he leaves has not been filled. The retiring Boardmember may be re-appointed immediately. A member appointed to fill an interim vacancy shall take his predecessor’s place on the retirement rota.
  2. An Boardmember shall further retire if:

    1. the Association terminates the membership of the entity represented;
    2. he/she retires by giving notice in writing;
    3. the entity represented loses the right to dispose of his property;
    4. the time for which the member was appointed expires; or
    5. he/she loses the capacity because of which he was appointed.

  3. In the event of any vacancies, or the prolonged absence of one Boardmember, the other Boardmembers shall be charged with the management. If one or more Boardmembers are lacking, the remaining Boardmembers or member shall constitute an authorised Board.
    The Board shall be obliged to convene a General Meeting within three months to fill the vacancy or vacancies.
  4. An Boardmember, even if he is appointed for a fixed period, may be dismissed or suspended by the General Meeting at any time. Where suspension is not followed within three months by a resolution to dismiss, the suspension shall end on expiry of that period.

BOARD OFFICERS AND DECISION-MAKING (Article 10.)

  1. The Board shall appoint from among its members a chairperson, a secretary and a treasurer, and such other officers as it deems desirable, on the understanding that if the chairperson retires he or she shall be succeeded as such by the vice-chairperson.
    One Boardmember may have more than one, but not more than two positions.
  2. The Board shall meet whenever necessary under the Articles or desired by the chairperson or other Boardmember.
  3. Resolutions may only be passed at meetings if at least half of the Boardmembers are present or represented. An Boardmember may opt in writing to be represented at a meeting by another Boardmember. The Board may also pass resolutions (in writing) without holding a meeting, provided all Boardmembers have given their views on the relevant motion in writing, including by electronic data carrier.
  4. All resolutions of the Board shall be passed by an absolute majority of votes.
  5. The secretary shall take minutes of the proceedings at each meeting, and these shall be signed by the chairperson and secretary after being adopted by the Board
  6. The chairperson’s judgement pronounced at a meeting as to the outcome of a vote shall be decisive. The same applies to the contents of a resolution passed, where a vote is taken on a motion not laid down in writing.

BOARD’S ROLE AND POWERS (Article 11.)

  1. The Board shall be charged with the management of the Association. The Board shall have authority to delegate to others one or more of its powers, provided these are clearly described in writing. Anyone exercising powers in this way shall act in the name of and under the responsibility of the Board .
  2. Testamentary dispositions may only be accepted with the benefit of inventory.
  3. Provided it has the approval of the General Meeting, the Board has authority to resolve to conclude agreements to acquire, alienate or encumber registered property and to conclude agreements whereby the Association binds itself as surety or joint and several debtor, warrants performance by a third party or provides security for the debt of a third party.

REPRESENTATION (Article 12.)

  1. The Association shall be represented by the Board. The Association may also be represented by two Boardmembers acting together.
  2. The Board may resolve to authorise one or more Boardmembers or third parties to represent the Association within the limits of that authorisation. The Board may further resolve to grant a title to a person so authorised.
  3. The Board shall notify the Commercial Register of the Chamber of Commerce of the grant of a continuing authority to represent.
  4. If an Boardmember has a conflict of interests with the Association he may nonetheless represent the Association, unless the General Meeting designates one or more persons for this purpose.

ANNUAL REPORT – RENDERING ACCOUNT (Article 13.)

  1. The Board shall be obliged to maintain records of the Association’s financial position and of everything relating to the Association’s activities, according to the requirements imposed by those activities, and to keep the accompanying accounts, documents and other information carriers in such a way that the Association’s rights and obligations may be ascertained at any time.
  2. The Board shall issue its annual report on the progress of the Association’s affairs and the policy pursued, at a General Meeting within six months of the end of the financial year, except where the General Meeting extends this period. It shall submit the balance sheet, the statement of income and expenditure and explanatory notes to the General Meeting for approval. These documents shall be signed by the Boardmembers; where the signature of one or more of them is missing, this shall be reported, stating the reasons. After expiry of the said period, any member of the Board may issue proceedings claiming an order for performance of these obligations by the Board.
  3. The General Meeting may commission an accountant within the meaning of Section 2:393 of the Netherlands Civil Code (Burgerlijk Wetboek) to audit the balance sheet and statement of income and expenditure prepared by the Board in accordance with the provisions of paragraph 3 of that Section. The accountant shall set out the results of his audit in a declaration on the correctness of the documents. This declaration shall be appended to the documents as submitted to the General Meeting for approval.
  4. If the General Meeting does not assign the task referred to above to the accountant, it shall appoint a Cash Audit Committee annually from among the ordinary members, consisting of at least two persons who may not be members of the Board.
    The Committee shall audit the documents referred to in the second sentence of paragraph 2 and shall report its findings to the General Meeting. If the auditing of the account rendered requires particular accounting expertise, the Cash Audit Committee may, with the Board’s approval, obtain the assistance of an expert at the Association’s expense. The Board shall be obliged to provide the Cash Audit Committee with all information requested by it, and if desired, to make available for inspection the cash in hand and securities and the Association’s accounts, documents and other information carriers.
  5. The Association shall be obliged to keep the accounts, documents and other information carriers referred to in paragraphs 1 and 2 for a period of seven years.

THE GENERAL MEETING (Article 14.)

  1. A General Meeting shall be held annually no later than six months after the end of each financial year.
  2. Additional General Meetings shall be held as often as the Executive Committee considers desirable.
  3. The Board shall also be obliged to convene a General Meeting within a period of no longer than four weeks, if at least one tenth of the ordinary members entitled to vote request this in writing.
    If the Board has not taken action on this request within fourteen days, those members may convene the meeting themselves in accordance with Article 15.

CONVENING MEETINGS AND ACCESS TO MEETINGS (Article 15.)

  1. General Meetings shall be convened by the Board. Notice of the meeting shall be sent in writing to the members’ addresses as stated in the membership register. At least 1 month notice shall be given, not including the day of giving notice or the day of the meeting.
  2. The notice of the meeting shall set out the matters to be dealt with at the meeting.
  3. All members who have not been suspended and Boardmembers of the Association shall have access to the General Meeting.
    The General Meeting shall decide whether to admit persons other than those referred to above.

VOTING RIGHTS AND RESOLUTIONS (Article 16.)

  1. All ordinary members who have not been suspended shall have the right to vote. Each ordinary member may cast one vote. Each ordinary member shall have authority to cast his vote through another ordinary member authorised for this purpose in writing.
  2. Resolutions shall be passed by an absolute majority of votes validly cast, unless otherwise provided in these Articles.
    Blank votes shall be deemed not to have been cast.
  3. If votes are tied on a motion not for the appointment of persons, the motion shall be rejected.
  4. Voting on persons shall take place in writing unless the meeting decides to vote by acclamation.
    If on a vote to appoint persons, no-one obtains an absolute majority, a second vote shall be held (between the nominated candidates).
    If this again results in no-one obtaining an absolute majority, voting shall be repeated until either one person has obtained an absolute majority, or a vote has been held between two persons and the votes are tied.
    On repeated voting (not including the second vote), the vote shall be between the persons voted for in the preceding vote, but leaving out the person obtaining the fewest votes in the preceding vote.
    If more than one person obtained the smallest number of votes in the preceding vote, then lots shall be drawn to decide which of them should be left out of voting in the next vote.
    If votes are tied in a vote between two people, lots shall be drawn to decide which of them is elected.
  5. An unanimous vote by all ordinary members not gathered together in a meeting, shall have the same force as a resolution of the General Meeting, provided the Board knows of this in advance.
  6. The chairperson’s judgement pronounced at a meeting, that a resolution has been passed by the meeting, shall be decisive. The same applies to the contents of a resolution passed, where a vote is taken on a motion not laid down in writing.
  7. However, if immediately after pronouncement of such a judgement, its correctness is disputed, a new vote shall take place, if this is requested by a majority of the meeting or, if the original vote did not take place by roll call or by ballot, by a person present who is entitled to vote. The legal consequences of the original vote shall lapse as a result of the new vote. 

CHAIRPERSON - MINUTES (Article 17.)

  1. The General Meetings shall be chaired by the chairperson of the Board. In that person’s absence, the vice-chairperson shall act as chairperson. If the vice-chairperson is also absent, one of the other Boardmembers designated by the Board shall act as chairperson. If a chairperson is not provided by this method, the meeting itself shall provide one.
  2. The secretary or another person designated for this purpose by the chairperson shall take minutes of the proceedings at each meeting, and these shall be signed by the chairperson and the minute-taker after having been adopted by the General Meeting. The contents of the minutes shall be made known to the members.
  3. Where a meeting is called at the request of the members in accordance with the provisions of Article 14 paragraph 3 of these Article, the persons requesting the meeting may ask persons other than Boardmembers to chair the meeting and take minutes.

COMMITTEES (Article 18.)

  1. The Board will appoint a Scientific Advisory Committee and will decide on the tasks and relevant procedures to be laid down in the standing rules. The Board or the General Meeting may set up one or more other committees and disband them.
  2. The Board when setting up a committee shall determine its responsibilities and powers in writing.
  3. The members of the committees shall be appointed and dismissed by the body that set up the committee, whether or not from their membership.
  4. General meeting can appoint a committee in case the performance of the Board is at stake.

STANDING RULES (Article 19.)

  1. Standing rules may be drawn up to regulate any matter deemed to require further regulation. Standing rules may not include any provision conflicting with the law or these Articles.
  2. The standing rules shall be adopted and amended by the General Meeting. The provisions of the following two Articles on the amendment of the Articles shall apply mutatis mutandis to the adoption and amendment of standing rules.

AMENDMENT OF ARTICLES, MERGER AND PARTITION (Article 20.)

  1. No amendment shall be made to the Articles of the Association other than by a resolution passed at a General Meeting called with notice of the fact that a motion to amend the Articles is to be considered.
  2. At least fourteen days before the General Meeting, a copy of the motion setting out the proposed amendment word for word shall be made available for inspection by the members at a suitable place until the end of the day on which the meeting is held.
  3. The resolution to amend the Articles may only be passed by a majority of at least two thirds of the validly cast votes.
    At least two thirds of the ordinary members must be present or represented at the meeting.
  4. If a meeting at which a motion to amend the Articles is to be considered is not attended by at least two thirds of the ordinary and honorary members or their representatives, a further meeting shall be convened, to be held at least fourteen days later, but no later than the next following Annual General Meeting. At this meeting, the same resolution to amend the Articles may validly be passed by a majority of at least two thirds of the validly cast votes, regardless of the number of ordinary or honorary members present or represented.
  5. The provisions of this Article shall apply mutatis mutandis to a resolution in favour of a merger or partition.

(Article 21.)

The provisions of Article 20 shall not apply if all members entitled to vote are present at the General Meeting and the resolution to amend the Articles is passed unanimously.

(Article 22.)

The amendment to the Articles shall only come into force once a notarial deed has been drawn up. Each individual Executive Committee member shall have authority to execute the aforementioned notarial deed.

DISSOLUTION (Article 23.)

  1. The Association may be dissolved by a resolution of the General Meeting. The provisions of Articles 20 and 21 shall apply mutatis mutandis.
  2. The Association shall continue to exist after the dissolution to the extent necessary for the liquidation of its assets. Documents and announcements sent out by the Association must contain the words ‘being wound up’ after the name. The liquidation shall end at the point when the liquidators are aware of no further assets.
  3. The members of the Executive Committee shall act as the liquidators of the Association’s assets. The provisions relating to the appointment, suspension, dismissal and supervision of Executive Committee members shall remain applicable to them. The other provisions of the Articles shall remain in force as far as is possible during the liquidation.
  4. Any positive balance left after liquidation shall be applied to such ends as the General Meeting determines are most in accordance with the objective of this Association.
  5. After completion of the liquidation, the accounts and documents of the dissolved Association shall be kept for seven years in the custody of the person designated for this purpose by the General Meeting.

FINAL PROVISION (Article 24.)

The Executive Committee shall be granted all powers within the Association which have not been granted to other bodies by law or by these Articles.

TRANSITIONAL PROVISION (Article 25.)

Notwithstanding the provisions of Article 8, paragraph 1, the members of the Executive Committee are appointed for the first time by this deed.

FINAL DECLARATION

Finally, the person appearing declared, in execution of the provisions of Article 25, that the first appointments to the Executive Committee of the Association shall be:

  • President: Angelica Meier Ploeger, University of Kassel, Germany
  • Vice-President: Urs Niggli, FiBL, Switzerland
  • Treasurer: Urs Niggli, FiBL, Switzerland
  • Secretary: Machteld Huber, Louis Bolk Instituut, Netherlands
  • Member: Jens Otto Andersen, BRAD, Denmark

CONCLUSION

The person appearing is known to me, civil-law notary. Furthermore, I, civil-law notary, have communicated the substance of the deed to the person appearing and given an explanation thereof, as well as of the legal consequences.
The person appearing stated that he had taken cognisance of the contents of this deed and that he agrees to its contents.
Immediately after its limited reading, this deed was signed by the person appearing and by me, civil-law notary.
The deed was executed in Utrecht on the date as stated at the beginning of this deed.