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FORMATION OF AN ASSOCIATION

This day, the twelfth of January nineteen hundred and ninety-eight, there appeared for me, Mr. Kees Hendrikus Josef Flink, civil-law notary practising in Utrecht:
  1. Dr. Louise Henriette Marguerite van Willigen, Amsterdam, The Netherlands;
  2. Mr. Wolfgang Laurenz Bosswick, Erlangen, Germany.
The persons appearing declared that by this deed, they established an Association having full legal capacity and to lay down its Charter as follows:

CHARTER, NAME, DOMICILE AND DURATION
Article 1.

  1. The name of the Association is: International Association for the Study of Forced Migration.
  2. The Association is domiciled in Utrecht.
  3. The Association has been established for an indefinite time.

OBJECT
Article 2.

  1. The object of the Association is:
    • to promote and increase the scientific knowledge of forced migration;
    • to advance the understanding of appropriate and effective practice concerning forced migration;
    and also everything related directly or indirectly to, or which can promote the foregoing, all this in the broadest sense.
  2. The Association attempts to achieve its object by:
    • organizing international conferences to obtain a forum in order to further the objects of the Association;
    • to facilitate networking and better communication among persons involved in refugee and other forced migration issues;
    • to disseminate scientific knowledge and practical information concerning forced migration;
    and further by using all other legal means which are deemed useful or necessary for achieving its object.

OFFICIAL YEAR
Article 3.

The official year coincides with the calendar year.

MEMBERSHIP
Article 4.

  1. The Executive Committee shall decide upon the admission of a member. In the event of refusal by the Executive Committee, the General Meeting may still decide in favour of admission.
    The admissions procedure shall be laid down by the Executive Committee in accordance with the Standing Rules, which Standing Rules must have prior approval from the General Meeting. The Executive Committee will have the power to amend these rules, but only with prior approval from the General Meeting.
  2. Membership is open to natural person members. The members are required to subscribe to the objectives and Standing Rules of the Association.
  3. Natural persons shall be members in a private capacity and shall not represent any entity/entities.
  4. The Executive Committee shall keep a register in which the names and addresses of all the members are recorded.
    The members are obliged to inform the Executive Committee immediately of their address and any changes to it.
  5. The members are obliged to pay an annual contribution, to be determined by the General Meeting.

TERMINATION OF MEMBERSHIP AND SUSPENSION
Article 5.

  1. Membership will terminate
    a. through the death of the member;
    b. through cancellation by the member;
    c. through cancellation by the Association;
    d. by expulsion.
  2. Cancellation of membership by the member may only take place in writing towards the end of the official year and subject to four weeks' notice.
  3. Cancellation of membership by the Association will be done by the Executive Committee. This may occur if a member has ceased to fulfil the membership requirements, if a member does not comply with his/her obligations to the Association, as well as if the Association cannot reasonably be expected to the membership to continue.
    Cancellation by the Executive Committee will take place with immediate effect.
  4. Cancellation in contravention of the provisions of paragraph 2 will cause the membership to terminate at the earliest time allowed, following the date of cancellation.
  5. Expulsion from membership will be done by the General Meeting upon a motion from the Executive Committee. This may only be pronounced if a member acts in conflict with the Charter, Standing Rules or resolutions of the Association, or unreasonably prejudices the Association. Expulsion will cause membership to end with immediate effect.
    The member concerned will be entitled to submit a prior written defence. The expulsion procedure will be laid down by the Executive Committee in the Standing Rules, which Standing Rules will be adopted by the General Meeting.

HONORARY MEMBERS
Article 6.

  1. The General Meeting may appoint members who have made a significant contribution to the practice or the study of forced migration as honorary members for an indefinite time.
  2. Candidates for honorary membership may be nominated by the Executive Committee, as well as on a motion by six members.
  3. The total number of honorary members shall not exceed ten per cent of the total number of members.
  4. Members who are honorary members shall be exempt from paying contributions.
    For the rest, they will have the same rights and duties as the (ordinary) members.

COMPOSITION AND APPOINTMENT OF THE EXECUTIVE COMMITTEE
Article 7.

  1. The Executive Committee shall consist of at least three officers. Appointments will be made by the General Meeting from among the members whereby the General Meeting will designate which position is to be filled by the appointed officer. The General Meeting shall designate the positions of president, secretary and treasurer.
    The number of officers shall be determined by the General Meeting, but must be no less than three.
    One officer may hold more than one position.
  2. Candidates for the Executive Committee may be proposed by the Executive Committee, as well as on a motion by at least six members.
  3. In composing the Executive Committee, the General Meeting must take account of the gender and regional distribution and must preserve the international character of the Association.

DURATION TERMINATION OF EXECUTIVE COMMITTEE MEMBERSHIP, SUSPENSION
Article 8.

  1. Each officer shall retire no later than two years after his/her appointment accordance with a rotation schedule to be drawn up by the Executive Committee, on the understanding that as long as the vacancy of the officer retiring by rotation has not been filled, he/she will remain in office. The retiring officer may he reappointed 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. An Executive Committee member will cease to function as such by:
    a. submitting a written resignation;
    b. the loss of the free disposal over his/her own assets;
    c. periodic retirement;
    d. dismissal by the General Meeting.
  3. In the event of the vacancy or inability to act of one member, the remaining members of the Executive Committee will be charged with the management. For the duration of not more than one vacancy, the Executive Committee will be deemed to be complete. The Executive Committee must convoke a meeting within three months in order to fill the vacancy/vacancies.
  4. Each Executive Committee member, even if he/she has been appointed for a specific period, may he dismissed or suspended at any time by the General Meeting. A suspension that is not followed within three months by a resolution for dismissal will end upon the expiry of that period.

EXECUTIVE FUNCTIONS AND ADOPTION OF EXECUTIVE COMMITTEE RESOLUTIONS
Article 9.

  1. The President shall be the Chairman of the Committee within the meaning of the law.
  2. The Executive Committee will meet as often as this is required under the Charter or requested by the President or a majority of the Executive Committee, but in any case during the International Conference.
  3. Honorary members are authorized to advise the Executive Committee, whether or not requested to do so by the Committee.
  4. Resolutions may only be adopted at a meeting at which at least two Executive Committee members (or if there are more members at least half the members) are present or represented. An Executive Committee member may be represented at a meeting by a co-member with authorization in writing.
    The Executive Committee may also adopt resolutions without a meeting, providing all Executive Committee members have expressed their opinions in writing on the motion concerned.
  5. All Executive Committee resolutions must be adopted by an absolute majority of votes cast.
  6. The Secretary will take the minutes of the proceedings of each meeting, which will be signed by the President and the Secretary after adoption by the Executive Committee.
  7. The judgement pronounced at the meeting by the President on the outcome of a vote will he decisive. The same applies to the contents of an adopted resolution if the vote concerned a motion not set down in writing.
    If, however, the correctness of this judgement is challenged immediately after its pronouncement, a new vote will he held if the majority of the meeting or, if the original vote was not by show of hands or by ballot, a person with voting rights present at the meeting so desires. The new vote will nullify the legal consequences of the original vote.

EXECUTIVE DUTIES AND POWERS
Article 10.

  1. The Executive Committed shall be charged with the management of the Association.
    The Executive Committee may, as such, have one or more of its duties or powers, providing these have been defined precisely, performed or exercised by others under its responsibility.
  2. Testamentary dispositions may only be accepted with the benefit of inventory.
  3. Providing approval has been given by the General Meeting, the Executive Committee will be authorized to enter into agreements concerning the acquisition, alienation and encumbrance of registered property, and to enter into agreements whereby the Association binds itself as surety or joint and several co-debtor, warrants the performance of a third party or provides security for the debt of another party.
  4. The duties of the Executive Committee shall include:
    • planning and organizing the Association's activities;
    • making and maintaining contact with other relevant international organizations;
    • providing the members with information;
    • keeping a register of members;
    • raising finances, acquiring subsidies and contributions from international organizations and other institutions whose objectives and means are not in conflict with those of the Association.

REPRESENTATION
Article 11.

  1. The Association shall be represented by the Executive Committee. The Association may also be represented by two Executive Committee members acting jointly.
  2. The Executive Committee may resolve to grant authority to one or more Executive Committee members as well as third parties to represent the Association within the limits of that authorization.
  3. The Executive Committee must have the granting of continuing representative authority recorded in the register of associations.
  4. If an Executive Committee member has an interest in conflict with the Association, the General Meeting may appoint one or more persons to represent the Association.

ANNUAL REPORT - RENDERING OF ACCOUNT
Article 12.

  1. The Executive Committee is obliged to keep records of the financial position of the Association and everything concerning its activities, in accordance with the requirements arising from these activities, and to keep the accounts, documents and other data carriers in such a way that the rights and obligations of the Association are recognizable at all times.
  2. The Executive Committee must present its annual report on the course of the Association's business and the policy conducted to the General Meeting within six months of the end of the official year. It must submit the balance sheet and profit and loss statement, with explanatory notes, to the General Meeting for approval. These documents are to be signed by the Executive Committee; if one of their signatures is missing, this should be mentioned, stating the reasons.
    At this meeting, the Executive Committee must also submit a budget for next official year to the General Meeting for approval.
    After this period has expired, any member may demand at law that the Executive Committee members jointly fulfil these obligations.
  3. Each year, the General Meeting will appoint at least two persons from their midst, who may not be members of the Executive Committee, to form financial audit committee.
    The committee must examine the documents referred to in the second sentence of paragraph 2, and report its findings to the General Meeting.
  4. If examination of the statement of accounts requires specialized knowledge of accounting, the financial audit committee, providing the Executive Committee has given its approval, may call in the assistance of a professional auditor at the Association's expense.
    The Executive Committee is obliged to provide all information desired by the committee, to allow it to inspect the cash, securities and assets on request and to provide access to the accounts and records of the Association.
  5. The Executive Committee is obliged to keep the accounts, documents and other data carriers referred to in paragraphs 1 and 2 for at least ten years.
  6. The information put into a data carrier, except for the balance sheet and statement of profit and loss put on paper, may be transferred to and saved in another data carrier, providing the correct and complete data are transferred and can be made available during the entire ten-year period and can be made readable within a reasonable amount of time.

GENERAL MEETING
Article 13.

  1. Each year, no later than six months after the end of the official year, a General Meeting - the Annual General Meeting - shall be held.
  2. Other general meetings will be held as often as the Executive Committee sees fit.
  3. Furthermore, at the written request of at least the number of members necessary to constitute one-tenth of the authorized votes, the Executive Committee is obliged to convoke a general meeting within a period of not more than four weeks after submission of the request.
  4. If the request has not been fulfilled within four weeks, those requesting the meeting may convoke it themselves in accordance with Article 14, on the understanding that in this case, the convocation period must he at least seven days, not including the day of convocation or that of the meeting.

CONVOCATION PROCEDURE AND ADMITTANCE
Article 14.

  1. The general meeting shall be convoked by the Executive Committee. Written convocation notices must he sent to the addresses of the members according to the membership register.
    Unless this Charter stipulates otherwise, the convocation period must he at least six weeks, not including the day of convocation or that of the meeting.
  2. The items on the agenda of the meeting must be included in the notice convening the meeting.
  3. Admittance to the general meeting shall be open to all the Association's non-suspended members and Executive Committee members.
    The General Meeting will decide on the admittance of other persons than those mentioned above.

VOTING RIGHTS AND RESOLUTIONS
Article 15.

  1. All members who have not been suspended shall have voting rights at meetings.
    Each member in that capacity may cast one vote.
    Each member is entitled to have his/her vote cast by a proxy authorized in writing.
  2. Resolutions may only be adapted at a meeting if at least five-hundredths of the members are present or represented, unless stipulated otherwise in this Charter.
  3. Resolutions must be adopted by an absolute majority of votes validly cast, unless stipulated otherwise in this Charter.
  4. If the votes are tied on a resolution not concerning the appointment of persons, the resolution will be rejected.
  5. Votes on persons will be cast in writing unless the meeting decides to vote by acclamation.
    If no one receives an absolute majority in a vote on the appointment of persons, a second vote (between the candidates nominated) win be held.
    If, once again, no one has received an absolute majority, additional votes will be held until either one person has received the absolute majority, or the vote is tied between two persons. In the above-mentioned additional votes (which do not include the second vote) votes will be held in each case between the persons who were voted on in the preceding vote except, however, for the person receiving the smallest number of votes.
    If the smallest number of votes in the preceding vote were cast for more than one person, lots will he drawn to decide which of those persons may not voted on in a new vote.
    In the event that a vote between two persons is tied, lots will be drawn to decide who has been elected.
  6. A unanimous resolution by all members, even outside a meting, shall have the same force as a resolution adopted by the General Meeting, providing it has been adopted with the prior knowledge of the Executive Committee.
  7. The judgement pronounced at the General Meeting by the President that a resolution has been adopted by the Meeting shall be decisive. The same will apply to the contents of a resolution if the vote was held on a motion not act down in writing.
  8. If, however, the correctness of this judgement is disputed immediately after its pronouncement, a new vote will he held if this is requested by the majority of the meeting or, if the original vote was not by show of hands or in writing, by a person with voting rights present at the meeting. This new vote will nullify the legal consequences of the original vote.

CHAIRMAINSHIP - MINUTES
Article 16.

  1. The General Meeting shall be chaired by the President of the Executive Committee. If the President is absent, the Executive Committee will appoint one of its other members as chairman. If the chairmanship cannot be provided for in this way either, the Meeting itself will provide for it.
  2. Minutes of the proceedings of each meeting will be taken by the Secretary or another person appointed by the chairman, which will be signed after adoption by the General Meeting by the chairman and the person who took the minutes.
    The contents of the minutes will be communicated to the members.
  3. If a meeting is convoked at the request of the members in accordance with the provisions of Article 13, paragraph 3 of this Charter, those requesting the meeting may charge persons other than Executive Committee members with chairing the meeting and taking the minutes.

COMMITTEES
Article 17.

  1. The Executive Committee may form and discontinue one or more committees.
  2. The Executive Committee will determine the tasks of the committees and may transfer explicitly defined powers to them under its responsibility.
  3. The members of the committee will he appointed and dismissed by the Executive Committee, whether or not from its midst.

STANDING RULES
Article 18.

  1. Standing Rules may he adopted to regulate all matters for which further regulation is deemed desirable. Standing Rules may not contain any provisions in conflict with the law or this Charter.
  2. The Standing Rules shall be adopted and amended by the General Meeting. Its verbatim text must be made available for inspection by the members at an appropriate location five days before the meeting in question until the end of the day on which the meeting is held.

AMENDMENT TO THE CHARTER AND MERGER
Article 19.

  1. The Charter of the Association may not be amended except by a resolution of the General Meeting, convoked with the notification that a motion to amend the Charter will he made at the meeting.
  2. A copy of the motion containing the verbatim text of the amendment must be made available at a suitable location for inspection by the members at least five days before the General Meeting until the end of the day on which the meeting is held.
  3. The resolution for amendment to the Charter may only be adopted by a majority of at least two-thirds of the validly cast votes.
    At least two-thirds of the members must be present or represented at the meeting.
  4. If at least two-thirds of the members are not present or represented at a meeting at which a motion to amend the Charter is up for discussion, a new meeting must be convoked, to be held at least fourteen days, but no later than thirty days after the first meeting.
    The convocation period for this meeting will be at least seven days, not including the day of convocation or that of the meeting.
    A resolution to amend the Charter may be adopted validly at this meeting by a majority of at least two-thirds of the validly cast votes, irrespective of the number of members present or represented.
  5. The provisions of this article shall apply mutatis mutandis to a resolution for merger.

Article 20.

The provisions of Article 19 shall not apply if all members with voting rights are present at the General Meeting and the resolution to amend the Charter is adopted unanimously.

Article 21.

The amendment to the Charter shall not take force until a notarial record thereof has been drawn up. Each member of the Executive Board will be individually authorized to execute the aforementioned notarial record.

DISSOLUTION
Article 22.

  1. The Association may be dissolved by a resolution of the General Meeting. The provisions of Articles 19 and 20 shall apply mutatis mutandis.
  2. The Association shall continue to exist after dissolution to the extent necessary for the liquidation of its assets.
    In documents and notifications issued by it, the words 'in liquidation' must he added to its name. Liquidation will end at the time when no more assets are known to the liquidators.
  3. The Executive Committee shall be the liquidators of the Association. The provisions on the appointment, suspension, dismissal and supervision of Executive Committee members will remain applicable. The other provisions of the Charter will also apply as far as possible during liquidation.
  4. The credit balance after liquidation shall be used for those purposes to be determined by the General Meeting which are most in keeping with the objectives of the Association.
  5. After liquidation has been completed, the accounts and documents of the dissolved Association will remain for ten years in the custody of the person designated for that purpose by the Association.

FINAL PROVISION
Article 23.

The Executive Committee shall he granted all powers within the Association which have not been granted to other bodies by law or by this Charter.

TRANSITIONAL PROVISION
Article 24.

Contrary to the provisions of Article 7, paragraph 1, the first members of the Executive Council shall be appointed by this deed.

FINAL DECLARATION

In fulfilment of the provisions of Article 24, the persons appearing declared in conclusion that the following have been appointed as the first members of the Executive Committee of the Association:
  1. Mr. Art Hansen, Gainesville, United States of America, as President;
  2. Mr. Wolfgang Laurenz Bosswick, mentioned above, as Secretary;
  3. Dr. Louise Henriette Marguerite van Willigen, mentioned above, as Treasurer.

CONCLUSION

The persons appearing are known to me, civil-law notary.
WHEREOF THIS ORIGINAL DEED was executed in Utrecht on the date mentioned at the beginning of this deed.
After the substance of this deed had been communicated to the persons appearing, they stated that they had taken cognizance 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 persons appearing and by me, civil-law notary.

I, Aart van den End, sworn translator for the English language, registered with the District Court of Utrecht, residing at Meerkoet 7, Leusden, the Netherlands, certify the above text of 10 pages to be a true and full translation from Dutch into English of the original text seen by me, in witness whereof signed and stamped:

Leusden, 12 March 1998

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