This is a translation by Carlos Scheltema, secretary-general in 2007 and of Kees Neisingh, of the statutes in Dutch. The original statutes were passed before notary mr Erik Habers in Bussum, the Netherlands, on February 8, 2007. The IFC general Assembly decided in its 2012 meeting on some changes; these were passed before notary Mrs. Gezina Goossens in Bussum, the Netherlands on December 5, 2012.
The new statutes are deposited at the Chamber of Commerce in Utrecht, the Netherlands,
Article 1. Name, seat and secretariat.
The name of the association is: INTERNATIONAL FORTRESS COUNCIL.
The association is statutory seated in Utrecht (The Netherlands).
The secretariat of the association can be established in any country in which a member of the association is located.
Article 2. Purpose of the association.
The association maintains and furthers contacts between its members, the exchange of their knowledge, experience and the exchange of information on activities of its members.
The purpose of the association can be fostered and maintained in a variety of ways.
Article 3. Members of the association.
1. Members of the association can only be legal bodies who aim towards promoting the maintenance of historic forts, defensive works and military architecture, and the furtherance of knowledge and information thereof.
Furthermore, members of the association should be active in the whole state in which they are seated or at least in an important part of it, are open to anyone, and are not a public authority nor totally dependent on public authorities.
2. In one country, not more than two organizations can be member of the association.
3. The acceptance of new members is subject to a decision of the general assembly.
4. The general assembly can accept as member of the association a legal body that meets all other requirements of the first clause, but that is not active in a great part or in the whole state in which it is seated, if in the opinion of the general assembly substantial agreement from other organizations can be supposed.
5. The general assembly can accept as non-voting member of the association a legal body that meets all other requirements of the first clause, but is a public authority or is totally dependent on public authorities.
6.The executive committee keeps a register of all the names and addresses of the members.
Article 4. Obligations of the members.
Members of the association commit themselves to cooperate in the achievement of the purposes of the association and to defray the costs of the execution and continuance of the purposes of the association, according to a system of contribution described in the bylaws of the association.
Article 5. Termination of membership.
1. Membership terminates:
a. by the resignation by the member;
b. by decision of the executive committee on behalf of the association. This can occur when the member has ceased to fulfil the conditions for membership as described in the statutes, when the member ceases to fulfil its commitments towards the association, and/or when it cannot reasonably be required to continue the membership.
c. by expulsion of the member by the executive committee. This can only take place when the member acts contrary to the statutes, regulations or decisions of the association, or harms the association in an unreasonable way.
2. Resignation of membership by a member or by the association can only take place at the end of the association’s year, in accordance with a term of notice of four weeks. However, membership can immediately be ended when the association and/or the member cannot reasonably be expected to continue the membership
3. Resignation contrary to the stipulations of the previous clause ends membership at the earliest allowed moment following the date, stated in the resignation.
4. A member is not allowed to withhold by its resignation its obligations that result from a decision by the association to increase the financial obligations of the members.
5. Against a decision of the association to terminate membership on the ground that the association cannot reasonably be required to continue this membership and of a decision to terminate this membership, the member concerned can appeal to the general assembly within a month from the moment it has received notification of expulsion Therefore it will receive immediate written notice, with the reasons for the decision. Its membership will be suspended during the period of the appeal and pending the appeal.
6. When membership ends during the association’s year, the whole annual contribution will nevertheless be due.
Article 6. The general assembly.
1. All competences, not assigned to the executive committee by the law or by the statutes, are brought to the general assembly.
2. The general assembly will be convened by the executive committee at least once a year, or in between when at least two members request it in writing. The general assembly will be summoned at least four weeks in advance by the secretary general on behalf of the president, or on behalf of the members who requested it.
3. The call to a meeting will mention the subjects to be dealt with.
4. In the general assembly and in other meetings, gatherings or contacts, each member is represented by a maximum of two persons, who are nominated in writing to the executive committee by the member; each of these two persons will be supposed to be authorized to represent the member.
A member can give written authorization to be represented by another member, but this authorization is only valid for one particular meeting. For a next meeting this authorization has to be announced again in writing.
5. As long as at least two-third of the members are represented in a general assembly, valid decisions can be taken by simple majority of the votes, for all subjects except the amendment of the statutes or the dissolution of the association.
6. Decisions to amend the statutes or to dissolve the association can only be taken in a general assembly where all the members are represented, even if the assembly has not been convened in the proper way. For these decisions a two-third majority of votes is required.
7. Decisions can validly be taken outside a meeting by bringing the votes out by mail or e-mail; it is then required that all the members bring out their votes and that the votes are unanimous.
Article 7. Voting right of the members.
1. Unless the articles of association prescribe differently, decisions on all subjects will be taken by simple majority of votes.
2. Each member can deliver two votes; when two members are located in the same country, each of them can deliver one vote. Voting is carried out by the representatives of the members, mentioned in article 6 clause 4.
Voting about individuals is achieved by a paper ballot.
3. A member can have its vote delivered by the representative of another member, provided there is written authorization.
Article 8. Chairmanship and minutes.
1. The general assembly is conducted by the chairman or the vice-chairman of the association. When the chairman and the vice-chairman are absent, the executive committee appoints one of its other members to be chairman. If the chairmanship cannot even be provided for in this way, the assembly itself selects a chairman.
2. Minutes of the discussions of every meeting will be taken down by the secretary-general or any other person appointed by the chairman; the minutes will be confirmed and signed by the chairman and the minutes secretary. Those who convene the assembly can have the minutes taken down by a notary.
The minutes will be circulated to the members.
Article 9. Executive committee of the association.
1. The executive committee is in charge of the running of the association.
2. The executive committee is elected by and amongst the representatives of the members. The executive committee consist of a minimum of three and a maximum of five officers, as follows:
- a chairman;
- a vice-chairman;
- a secretary-general;
- a treasurer;
- a member.
The functions of secretary-general and treasurer can be fulfilled by the same person.
3. When the number of officers becomes less than three, the executive committee remains fully authorized. It is however compelled to convene a general assembly as soon as possible at which the filling of the vacancies is brought up.
4. More specific regulations on meetings and decision-making by the executive committee can be given in by-laws.
Article 10. Appointment, termination and dismissal of officers of the executive committee.
1. The chairman is appointed by the members represented in the general assembly, for a term of three years and can be reappointed for one further term of three years.
2. The vice-chairman is appointed by the members represented in the general assembly, for a term of three years and can be reappointed for one further term of three years.
3. The secretary-general and the treasurer are appointed by the general assembly for an unlimited term. The functions of secretary-general and treasurer can be fulfilled by the same person, see article 9 clause 2.
4. Appointment of officers of the executive committee is done by the members represented at the general assembly by a simple majority of votes, on condition that at least half of the members are represented at the general assembly; see article 6 clause 5. If less than half of the members are represented at the general assembly, the votes will be given in writing by the members.
5. Membership of the executive committee ends by written resignation by the officer or by dismissal.
6. Dismissal of an officer of the executive committee is done by a majority of two/thirds of the members represented at the general assembly, on condition that at least half of the members are represented. If less than half of the members are represented at the general assembly, the votes will be given in writing by the members; for the dismissal of a member of the executive committee a majority of two/thirds of the members is required.
Article 11. Representation of the association.
The association is lawfully represented by two officers of the executive committee.
Article 12. Annual report and annual accounts.
1. The association’s year runs from the 1st of October to the 30st of September.
2. The executive committee is bound to administer the capital of the association in such a way that the association’s financial rights and liabilities can be known at any time.
3. The executive committee brings its annual report and annual accounts to a general assembly after the end of the association’s year and gives account of its management during
the past financial year. After this general assembly each member can demand these reports and accounts from the executive committee.
4. The executive committee is bound to keep the documents mentioned in the clauses 2 and 3 for a period of ten years.
Article 13. Modification of the statutes.
1. The statutes of the association can only be modified by a decision of the general assembly, summoned for this purpose at least four weeks in advance, with notice that a modification of the statutes will be proposed.
2. A proposition to modify the statutes, in which the proposed modifications are mentioned verbatim, has to be in the possession of all the members at least seven days before the general assembly.
3. A decision to modify the statutes is done in accordance with article 6 clause 6.
4. A modification of the statutes comes only into force after a notarial act has been drawn up. Every member of the executive committee is authorized to have this act drawn up.
Article 14. Dissolution of the association.
1. The association can be dissolved by a decision of the general assembly, in accordance with article 13 clauses 1, 2 and 3.
2. In the case of dissolution of the association, a credit or a debit balance is divided among the organizations who were member at the moment of the decision of dissolution, in the same way as described in the by-laws for the division of costs.
Article 15. By-law.
The general assembly can establish by-laws for every issue not provided in the articles of association, on condition that they are not contrary to the Dutch law, even where the law is not imperative, or to the statutes.