Statutes S.A. OTIUM

NAME
Article 1

1. The name of the Organization shall be “Study Association OTIUM”. Within the statutes, there will be referred to the organization as “the association”.

ADDRESS
Article 2

1. The official postal and registered address of the association is: Mgr. Hopmansstraat 1, 4817 JT Breda. However, the visiting address is: Archimedesstraat 17, 4816 BA Breda. Any other addresses may be determined by the board when necessary.

MISSION STATEMENT OF THE ORGANISATION
Article 3

1. The aim of the association shall be to create a community for the students of the Leisure Studies in which they gain knowledge and experience within the leisure industry.
2. Our mission is therefore to bring leisure students of the bachelor and (pre)master together and to create an excellent study environment for the leisure studies program.

DURATION, ASSOCIATION’S YEAR AND FISCAL YEAR
Article 4

1. The association has been contracted for an indefinite period of time.
2. The association’s year will start at the General Meeting of Members specified in article 16 section 2 and will continue until the subsequent General Meeting of Members specified in article 16 section 2.
3. The fiscal year will start at the 1st of September until the 31st of August the subsequent year.

MEMBERSHIP
Article 5

1. The association knows regular members, exceptional members and alumni. Where in these statutes or as per these statutes established regulations or decisions the word member(s) come up, it will include the regular members and the exceptional members, unless explicitly specified.
2. Regular and exceptional members are those who are accepted according to article 6.
3. Alumni are those who were accepted according to article 6 and have completed or have left the study.

Article 6
1. As a regular member, one can be admitted when one is enrolled for the Breda University of Applied Sciences and follow the Bachelor of Science, the premaster or the Master of Science in Leisure Studies. On/after the first day of school, it is possible to apply for the association by giving written consent. However, the board of the association ultimately decides over the admission. When the board decides against admission, it is still possible to be accepted during the General Meeting of Members.
2. As an exceptional member, one can be admitted when one studies at the Academy for Leisure of the Breda University.

Article 7
1. Membership is personal and therefore not susceptible to transmission or transfer.

Article 8
1. Membership ends by:
a. death of the member;
b. termination by the member;
c. termination by the association;
d. expulsion by the board.
2. When the membership has ended, it means that the person in question cannot go to the member activities anymore.
3. Termination of the membership by the member can only occur at the end of the fiscal year, provided in writing or via email and considering the notice period of at least four weeks. When this notice period has not been made, the membership will continue until the end of the subsequent fiscal year.
Nonetheless, it is possible to terminate the membership immediately:
a. When it cannot be reasonably demanded that the membership shall continue;
b. Within a month of the announcement of a decision where the rights of the members are confined or their obligations are aggravated;
c. Within a month of the announcement of the conversion of the association with another association or the change in legal form.
4. Termination of the membership by the association can likewise only occur at the end of the fiscal year. The termination will take place by the board, written or via email and considering the notice period of at least four weeks. Termination of the membership by the association can only occur when a member has stopped upholding the requirements made by the statutes, as well as when it cannot be reasonably demanded that the membership shall continue. When the termination did not occur before the notice period, the membership shall continue until the end of the subsequent fiscal year.
5. Expulsion can only occur when a member has purposely violated the statutes, regulations or decisions of the association. Examples of this behavior include the refusal to pay the contribution fee despite payment reminders or when the member harms the association with their behavior. Expulsion occurs only by the decision of the board, who will inform the member as soon as possible with this decision.
The person involved is entitled to appeal against this decision at the next General Meeting of Members. The appeal period is at least one month. During this period en pending the appeal the member will be suspended. The decision of the General Meeting of Members for expulsion shall need to pass with a two-third majority of the issued votes.
6. When the membership discontinues during the fiscal year, the yearly contribution amount is still owed by the member.
7. The board can suspend a member that acts conflictingly with the statutes, regulations or decisions of the association or disregards the association in unreasonable manner. This suspension needs to be set out in a document with the fully reasoned decision of suspension with a maximum amount of three months as decided by the board. The decided in section 5 about the ‘appeal’ shall correspondingly apply to this situation as well.

FINANCIAL RESOURCES
Article 9

1. The financial resources of the association exist of the yearly contribution of regular members, exceptional members, possible entrance fees, sponsorships, gifts and other incomes.
2. Every member needs to pay their yearly contribution which will be communicated to all the members at the beginning of each association’s year.

BOARD
Article 10

1. The board consists of at least three individuals, who appoint a chairman, a secretary and a treasurer amongst themselves.
2. The board members will be officially named at the General Meeting of Members. In the case of two candidates for one position, the person with the most votes will fill this position. The GMM will establish the board members and the amount of board members with a two-third majority of the issued votes.
3. Members of the board can be suspended or dismissed at any time set out in a document containing the fully reasoned decision. In the case of suspension or dismissal, the General Meeting of Members needs to decide with a two-third majority of the issued votes.
4. When, in the case of the expulsion of a board member, said board member has not resigned within one month, the expulsion can be lifted. Only during a General Meeting of Members, the board member will get the chance to explain oneself and let the expulsion be lifted with a two-third majority vote.
5. Members of the board will be named for the period of one association’s year and can be renamed one time. This can only occur when this candidate receives the majority of votes in the General Meeting of Members.
6. Any open vacancies will be filled as soon as possible. An incomplete board still remains authorized.

Article 11

1. The board is charged with managing the association. The board can, until further notice, delegate tasks and authorities to the heads of committees.
2. The board is, according to section 3 of this article, authorized to establish agreements regarding acquisition, alienation or preservation of properties and the establishment of agreements where the association will prevail as a deposit or a joint and several co-debtor.
3. The board requires the approval of the General Meeting of Members for decisions regarding agreements as discussed in section 2. Without aforesaid approval, the association does not have the possibility to authenticate these legal actions.

Article 12
1. The board will represent the association at all times.
2. The board can grant authority to one or more members of the board, or others, both shared or individual, to represent the association between the borders of this authority.

GENERAL MEETING OF MEMBERS
Article 13

1. The General Meeting of Members will be held in the municipality of the statutory location of the association.

Article 14
1. Admission to the General Meeting of Members will be granted to members and alumni who are not suspended or expelled and to people who have been invited by the board. A suspended member only has access to the General Meeting of Members when it will address the decision of the suspension.
2. Voting members in the General Meeting of Members will be the regular members, the exceptional members and the present alumni. Each one of them has one vote. Every voting member can give another voting member a written authority to cast their vote. Voting members can act as proxy for only one other voting member.
3. When half of the members at the General Meeting of Members consist of the board members, it will not be possible to authenticate decisions. Given that in the General Meeting of Members, a majority of the voting members will be present and the decision is accepted with a simple majority.
4. The chairman of the association will decide the way in which the voting will proceed. However, if there’s a vote for people it needs to be written. All other matters can be voted for manually unless a member would like to have a written vote.
5. The counting will be done by the secretary of the board as well as the chairman of the board.
6. When during a vote between more than two people, none of them has received a majority vote. There will be a second vote with the two most voted people in the first round.

Article 15
1. The General Meeting of Members will be led by the chairman of the association.
2. Of the discussed matters of the General Meeting of Members, minutes need to be written down by the secretary of the board or another appointed person by the chairman.
3. These minutes will be communicated to the members via one of the media channels available (e-mail, Dropbox or the website)
4. What has been decided during the General Meeting of Members with a vote will be permanent. The same goes for the decisions that are made with a non-written proposal.

Article 16
1. Yearly, there shall at least be three General Meetings of Members.
2. One of the General Meetings of Members mentioned in section 1 will be held within six weeks of September 1st, which will also indicate the start of the association’s year (see article 3, section 2). During this General Meeting of Members, there needs to be a certain things on the agenda: presentation of the strategy, presentation of the budget plan, a vote for the strategy and a vote for the budget plan.
3. The second of the General Meeting of Members mentioned in section 1, will be held at the beginning of the second semester when the exchange students are back. During this meeting it is important to evaluate the past semester and discuss the strategy and budget plan.
4. The third of the General Meeting of Members mentioned in section 1, will be held at the end of the second semester after the exams. Here, the new board will be presented and voted for. As well as the final review of the year, strategy and budget plan.

Article 17
1. Besides the General Meeting of Members mentioned in Article 16, it is possible for the board to have as many GMM’s as desired. However, it is not possible to hold a General Meeting of Members during the academic holidays of the Breda University of Applied Sciences.
2. The invitation for the General Meeting of Members will be a written announcement –via post or e-mail – to all the voting members at least five days before the meeting. At least one day before, the agenda will be presented to all the voting members.
3. When there was no written announcement of the General Meeting of Members, the General Meeting still can make legally valid decisions provided that the required amount of voting members is present and no one will resist the decision made.
4. When the invitation was send in less than five days before the General Meeting it is still possible to make legally valid decisions provided that the required amount of voting members is present and less than a tenth of the voters will resist the change.
5. Every member that has access to the General Meeting of Members as specified in Article 14, section 1 has the right to address agenda points for the General Meeting up until the start of the General Meeting of Members.

CHANGE OF STATUTES
Article 18

1. Change of the statutes can only occur by a decision during the General Meeting of Members, where the announcement was made that there would be a vote for the change in statutes.
2. The board must make it accessible for the members to see the new document at least three days before the GMM until the end of the day of the General Meeting.
3. Change in statutes can only happen when there is a two-third majority of the votes.
4. The change will start when the new statutes have been send to the Chamber of Commerce (KvK). This is the responsibility of the board of the association.

COMMITTEES
Article 19

1. Committees will be led by the committee heads, these heads can volunteer for the position, but will be ultimately appointed by the board.
2. Committee members can volunteer for the committees; however, ultimately the committee heads decide who will be appointed.
3. Every other decision regarding the committees will be decided with regulations as mentioned in Article 20.

REGULATIONS
Article 20

1. The General Meeting of Members can determine and change regulations where subjects can be discussed that are not or not fully represented in the statutes.
2. A regulation cannot hold terms that are in conflict with the law or the statutes.
3. Change or determination of a regulation can only be decided during the General Meeting of Members with a two-third majority of the votes.

TERMINATION AND LIQUIDATION
Article 21

1. The decided in article 18, sections 1, 2 and 3 will also be applied to the decision of the General Meeting to liquidate the association.
2. The General Meeting will make a decision in the case of liquidation of the location for the residual balance in accordance to the mission and vision of the association.
3. The liquidation will occur by the hands of the board.
4. After the termination, the association will keep existing until the settlement of equity. During the liquidation, the statutes will still be of effect. However, all documents and announcements of the association will conclude with the name of the association followed by “in liquidation”.
5. The association will cease to exist when the equity is zero. The liquidators will communicate the termination to all the registers where the association has been enrolled.

Article 22
1. The books and documents of the terminated association must be kept for ten years after the liquidation. This will be kept by the person who has been appointed by the board.
2. Within eight days at the start of his retention obligation, the keeper must give his name to the registers where the association was enrolled.