ARTICLES OF ASSOCIATION
DEFINITIONS
1. DEFINITIONS
In these bylaws, the following definitions shall apply:
-Auditor: an auditor as referred to in Article 2:393 of the Civil Code in order to examine the documents prepared by the Board, to report on them to the Board and to issue a certificate;
-Council member: a (legal) person delegated to the Council on behalf of a country;
-Board: the Federation Board;
-Board members: the members of the Federation Board;
-Executive Director: the managing director of the Federation with title Executive Director appointed by the Board;
-Council: the general assembly of the Federation consisting of Delegates or the meeting of Delegates;
-Council Election Rules: the regulations governing the election and appointment of members of the Council;
- Deputy President: the vice chairperson of the Board;
-Federation: the association with full legal capacity under Dutch law: International Federation for Housing and Planning, to which these Articles of Association relate;
-National Chapter: a chapter, organized according to a geographical division whose boundaries coincide with national boundaries or in some cases regional areas;
-President: the chairperson of the Board;
-Written: by letter or e-mail, or by message transmitted by any other common means of communication that can be received electronically or in writing provided that the identity of the sender can be established with adequate certainty;
-Articles of Association: the articles of the Federation.
2. NAME AND SEAT
The Association, hereinafter also referred to as the "Federation" shall bear the name: International Federation for Housing and Planning. It may also act under the abbreviated name: "IFHP." The Federation has its registered office in Rotterdam. The Federation shall avail itself of the English language by way of a working language.
3. OBJECTIVE
3.1 The Federation's purpose is to create and promote understanding of human settlement issues in a changing world, on a nonprofit basis and on the basis of neutrality on political, religious and race-related issues.
3.2 The Federation does not aim to make a profit.
MEMBERS
4. MEMBERS
4.1 Members of the Federation may be natural persons and legal entities. All natural persons and legal entities engaged in housing and planning in the broadest sense of the word or in decision-making, research or education in this field and (spatial) planning in the most general sense of the word or participating in decision-making at the national, regional or local level, and by whom casu quo by which the objective defined in Article 2 is endorsed, may apply for membership in the Federation. A non-governmental National Chapter of the Federation may be set up by natural and legal persons per country active in the same above-mentioned fields, which National Chapter shall then be both itself and each of its members automatic members of the Federation.
4.1 The Board shall keep a register containing the names and addresses of all members.
5. MEMBERSHIP APPLICATION
5.1 An application for membership must be submitted via the website, by email or in writing to the Executive Director.
5.2 Documentation may be requested by the Federation at any time showing that the member in question meets and/or continues to meet the membership requirements. A decision whether or not to admit a person as a member will be made by the Board based on the criteria set forth in Article 3. The applicant in question will be notified In Writing of the decision whether or not to admit him or her as a member. If rejected by the Board, the applicant will be informed of the reason for its decision. Once an applicant has been rejected, he or she cannot still be admitted as a member by the Council. Rules and guidelines may be established by the Board at any time with respect to membership in the National Chapter with which the National Chapter must comply.
6. CESSATION AND TERMINATION OF MEMBERSHIP
6.1 Membership ends in the event that the conditions of membership are no longer met, as well as by the death of the member - natural person or the dissolution of the member legal entity. Termination must be in writing.
6.2 No claim to any part of the Federation's assets may be derived from the termination of membership. No demand may be made by the member in question for an account or refund of membership or any other monies paid by or on behalf of him or her or by third parties.
6.3 After consultation with the member in question, the Board may decide to terminate the membership because the objectives of the Federation are no longer subscribed to by the member and/or the membership fee has not been or is not regularly paid by the member. The member in question will be notified In Writing.
6.4 A member whose or whose membership has been terminated in the above manner shall have the right to lodge a written objection to the decision to terminate membership with the Council within one month, following which the matter shall be decided by the Council at its next meeting.
7. ANNUAL SUBSCRIPTION FEE
7.1 An annual membership fee shall be paid by members as established by the Board and approved by the Council.
7.2 Membership shall commence upon payment of dues. The Board may grant full or partial exemption from the obligation to pay dues.
7.3 Members shall not be liable for the debts and obligations of the Federation.
ELECTION OF THE COUNCIL
8. COMPOSITION AND ELECTION
8.1 The Council may include up to three members from the same country. Elections shall be held every three years. Notice of elections to the Council shall be given by the President or, in the event of the President being unable to attend, by the Deputy President before the end of the month of February, specifying the deadline by which the elections will take place, which deadline shall be no later than the end of the following month of March.
8.2 A National Chapter of any country may appoint one member of the Council directly to the Council, in which case only two other members of that country may run in the Council elections.
8.3 The member of the Council appointed by the National Chapter shall be appointed in accordance with the appointment procedure established by the relevant National Division.
8.4 The Council may in the Council Election Rules lay down further rules for election to the Council, including rules as to the election procedure to be followed, voting and publication of candidates, all subject to the provisions of Articles 9 to 15 below.
9. COUNCIL MEMBERSHIP REQUIREMENTS
Any member permanently established in the country concerned may stand for election as a member of the Council. With regard to legal persons, the registered address is decisive. Representation within the Council of legal entities shall be by a member of the Executive Board or the person designated by the Executive Board. A candidate member of the Council must have been a member of the Federation for at least six months and have paid its membership fees.
10. TERM OF OFFICE, RE-ELECTION
Council members are appointed for three-year terms at a time. Re-election to the Council is possible. If a member of the Council no longer meets the requirements for membership in the Council or if a vacancy otherwise occurs, a new member of the Council must be elected at the next regular Council election, unless it is decided by the Board to hold extraordinary Council elections.
11. NOMINATION OF CANDIDATES
11.1 Nomination for appointment to the Council shall be made in writing to the Federation no later than January fifteenth at twenty-three hours and fifty-nine minutes (Central European Time).
11.2 In addition, the Board may nominate such number of candidates as corresponds to the number of members to be elected to the Council at the next Council election, provided that the nomination may be made no later than the call for Council elections.
12. VOTING
All natural or legal persons, regardless of their residence, who are members of the Federation at the time the Council elections are announced, may vote in the Council elections. Each natural person is entitled to cast one vote and each legal entity is entitled to cast two votes. Legal entities must be represented by a member of the management or a person appointed by the management.
13. VOTING REGULATIONS FOR THE COUNCIL
All natural persons and legal entities entitled to vote are provided with a ballot electronically (or in paper if necessary). A ballot paper is valid only if it has been used to vote for at least one and no more than three candidates (per the country in question). The three candidates who obtain the most votes are deemed elected. If the votes are tied, lots shall decide. The responsibility for drawing lots rests either with the President or the Deputy President. The names of candidates eligible for election to the Council shall be listed in alphabetical order on the ballot paper. It shall also be stated on the said ballot which candidates have been nominated by the Board. Voting itself takes place by clearly marking the ballot in the appropriate places, in such a way that it is unambiguously visible for which candidate(s) the person entitled to vote has voted. In the case of the eligibility of only the number of candidates to be appointed (or a smaller number), these candidates shall be deemed to have been elected without a vote.
14. VOTING DEADLINE
Voting shall be held for a period of seven days, which shall be stated in the announcement of the election. Votes must be cast no later than the last day of the term at twenty-three hours and fifty-nine minutes (Central European Time). Votes cast afterwards will not be considered.
15. ANNOUNCEMENT OF ELECTION RESULTS
The results of the election shall be announced not more than three days after the expiration of the voting period, and this shall be done by posting on the Federation website, by either the President or the Deputy President, a notice to that effect listing the members appointed to the Council.
THE COUNCIL
16. COUNCIL
Unless otherwise provided in these bylaws, the Council shall hold the position within the Federation as the body with supreme authority. Councillors take their seats on the Council on the first day of the month of April following their election. Council meetings may be attended by members of the Federation as observers without the right to vote.
17. ORDINARY COUNCIL MEETINGS
17.1 The regular Council meeting should be held annually no later than the end of November. Announcement of a regular Council meeting shall be made on the Federation website no later than two months before the Council meeting to be held, inviting candidates for nomination to the Board and appointment as President and announcing the date, time and place of the meeting.
17.2 Ordinary Council meetings may also be convened either by the President, or by the Deputy President in the event the President is unable to attend, by written notice to all Councillors individually, giving at least twenty-one days' notice. The agenda, the annual report, any proposals and a summary containing information about the candidates nominated for election to the Board and President should be sent along with the invitation to the meeting no later than ten working days, prior to the day of the meeting.
17.3 Each of the Councillors shall be free to submit proposals for inclusion in the agenda, albeit that the Federation must be notified In Writing no later than twenty-three hours and fifty-nine minutes (Central European Time) on the first day of August. The President is designated as chair of this Council meeting. The agenda should include at least the following items: 1. Approval of the management report on the affairs of the Federation and on the policies pursued, the balance sheet and the statement of income and expenditure with explanatory notes; 2. Approve membership dues and prepare a budget and preliminary multiyear budget; 3. Proposals made by the Board and by Councillors; 4. Election of President and Board Members; 5. Appointment of Auditor; 6. Any other business.
18. EXTRAORDINARY COUNCIL MEETINGS
18.1 Extraordinary Council meetings may be held whenever the Board deems it necessary or when at least one/third of the Councillors request the Board In Writing, specifying the subjects to be discussed, to hold such a meeting.
18.2 An extraordinary Council meeting shall be held by the Board no later than two months after receiving the request to do so. The President must invite each of the Councillors In Writing to the extraordinary Council meeting, giving at least twenty-one days' notice. Both the agenda and any proposals should casually accompany the invitation.
18.3 The President is designated as chair of the Extraordinary Council meeting.
19. COUNCIL MEETING - QUORUM AND VOTING
19.1. At a Council meeting, valid decisions can only be taken if at least half of the number of Councillors are present at the meeting or represented by proxy. If the required number of Councill members is not present or represented, an extraordinary Council meeting may be convened by the Board in accordance with Article 18, at which decision making is possible provided a two/thirds portion of Councill members is present or represented by proxy.
19.2. Each Councillor has one vote. Councillors may attend in person or be represented by a fellow Councillor on the basis of a written proxy, subject to a maximum of two proxies per Councillor.
19.3 Decisions shall be taken by simple absolute majority vote, unless otherwise provided for in the present Statutes. Decisions to change the objectives of the Federation as contained in Article 3 of these Articles of Association and decisions to dissolve the Federation in accordance with Article 34 shall only be taken by a majority of at least three-fourths of the votes cast by the Councillors present or represented at the meeting. Other statutory amendments can only be decided by a majority of at least two/thirds of the Councillors present or represented at the meeting.
19.4 The establishment of Council Election Rules and/or amendments thereto and other matters may be decided only by a majority of more than half of the Councillors present or represented at the meeting.
THE BOARD
20. AUTHORITY
20.1 The Board shall be responsible for the general management of the Federation. In discharging their duties, Board members shall act in the best interests of the Federation and its affiliated organization.
20.2 Matters concerning remuneration, maintenance allowances and rules regarding travel expenses for members of the bodies of the Federation shall be decided by the Board.
20.3 No remuneration may be granted to the members of the Board. Expenses will be reimbursed to Board members upon presentation of supporting documents.
20.4 The Federation shall have the power to procure and maintain insurance on behalf of any (former) member of the Board, the Executive Director or any person performing any other function at the request of the Federation against his alleged or actual liability in all such capacities or arising out of his capacity as such.
21. COMPOSITION AND APPOINTMENT
21.1 The Board shall consist of a minimum of three (3) and a maximum of six (6) members, appointed as follows:
a) The Council shall elect one of its members as President of the Board.
b) Five additional Board Members may be elected by the Council, which may be persons who have been nominated by the Board whether or not pursuant to a nomination by the Board or the Council. These Board members must be members of the Federation, but need not hold the position of Council member themselves.
21.2 If six (6) Board members have been appointed in accordance with paragraph 1 of this article, then the Board may appoint up to two (2) persons with an advisory role if the majority of the Board deems it essential to the Federation. These persons must be members of the Federation, but need not themselves hold the position of Councillors. These persons may give the Board solicited or unsolicited advice and are at all times entitled to attend Board meetings, to speak in them, but do not have the right to vote and are as such no formal Board members.
21.3 The President and the Board members shall be appointed for two-year terms each, with the President and two of the Board members being appointed in even years and the remaining three Board members being appointed in odd years. A person may serve a total of three terms as a Board member and three terms as President, unless it is approved by the Council for special circumstances to extend that maximum term. Those wishing to stand for election to the office of President or Board Member must notify the Federation in writing no later than the first day of the second month before the ordinary Council Meeting. In addition, the Board may nominate a number of candidates corresponding to the number of Board members to be appointed at the Council meeting.
21.4 The Presidential candidate who obtains the greatest number of votes shall be appointed President and the Board members to be appointed by the Council who obtain the greatest number of votes shall serve on the Board.
21.5 If the votes are tied, lots shall decide. The responsibility for the draw shall rest either with the President or with the Deputy President in case the President himself is a candidate.
21.6 A Deputy President to replace the President and a Treasurer shall be appointed by the Board from among its members after each regular Council meeting. In the event either by the President or by a Board member the requirements to serve on the Board are no longer met, or a vacancy occurs for other reasons, a new President or a new Board member must be appointed at the next regular Council meeting, unless the Board decides to hold an extraordinary Council meeting.
21.7 If the number of Board members has fallen below three, the Board shall remain competent. However, the Board is required to convene a Council meeting as soon as possible to consider the filling of the vacancy(s) that have occurred. In the event of the absence or inability to act of one or more Board Members, the remaining Board Member(s) shall be in charge of the entire management. The Council shall ensure that a person is designated to temporarily administer the Federation in the event of the absence or inability of all Board members or the sole Board member. In any case, for the purposes of these bylaws, inability means the circumstance that:
a) the Board Member is unavailable for a period of more than seven days due to illness or other causes; or
b) the Board Member is suspended.
22. BOARD MEETING - CONVENING
22.1 Board meetings shall be convened by the President or, if the President is unable to attend, by the Deputy President. A request to convene a Board meeting may be made by any of the Board members, by the Executive Director and by the Auditor in accordance with the regulations referred to in Article 26.
22.2 Board meetings may be held by telephone or video conference, or by any other means of communication, provided that each participating director can be heard simultaneously by all others and provided that such meetings are chaired from the Netherlands.
23. BOARD MEETING - QUORUM AND VOTING
23.1 At meetings of the Board, decisions can only be taken if at least three Board members are present at the meeting.
23.2 At the meeting, each member of the Board has one vote. The Board shall decide by a simple majority of the votes validly cast.
23.3 If the votes are tied, the chairperson of the meeting shall have a casting vote.
23.4 The opinion of the President expressed at the meeting concerning the result of a vote is decisive. The same applies to the content of a resolution passed, insofar as a vote was taken on a motion not recorded in writing.
23.5 The Board may also pass resolutions (in writing) outside a meeting, provided that all Board members have expressed their views on the proposal in question in writing and only to the extent that none of the Board members opposes this method of decision-making.
23.6 A Board member shall guard against a conflict of interest between themself and the Federation.
23.7 In the event that a Board member of a direct or indirect personal interest that conflicts with the interest of the Federation, he must disclose this to the other Board members. A Board member must then abstain from the deliberations and decision-making on the matter involving the conflicting interest, he has no voting rights in this matter, nor does he count towards a possible quorum for decision-making. If all Board Members have a conflict of interest with the Federation, the decision shall be taken by the Board Members.
23.8 The Board shall at all times ensure careful reporting of the decision-making process in the event of a conflict of interest as referred to in paragraph 7 of this article.
24. BOARD MEETING - ATTENDANCE OF THE EXECUTIVE DIRECTOR AND AUDITOR
24.1 Unless otherwise determined by the Board in each individual case, Board meetings may be attended by both the Executive Director and the Auditor and may be addressed by them at such meetings.
24.2 The Auditor shall at all times be entitled to attend Board meetings in so far as matters relevant to the audit or to the presentation of the annual report are discussed there. The Auditor may participate in the discussion of such matters if so requested by only one member of the Board.
25. MINUTES BOOK
Minutes of the proceedings of each meeting of the Board shall be taken by the Secretary, this role typically filled by the Executive Director, to be adopted and signed by the President and the Secretary and/or the Executive Director and sent to all members of the Board. The minutes may also be signed electronically provided that the identity of the signatories can be established with sufficient certainty. If one of the Board members, the Executive Director or the Auditor disagrees with a decision taken by the Board, the person concerned may demand that his or her opinion be reflected in the minutes.
26. BOARD RULES
By the Board, Board regulations must be established with respect to the performance of the duties with which the Board is charged.
27. REPRESENTATION
27.1 The Federation shall be represented by the Board. The power of representation also accrues to:
the President, independently empowered;
the Executive Director jointly with the Deputy President or the Treasurer; or - the Deputy President jointly with the Treasurer
27.2 The Board may jointly grant power of attorney to one or more persons to represent the Federation.
THE EXECUTIVE DIRECTOR AND OTHER EMPLOYEES
28. EXECUTIVE DIRECTOR
An Executive Director is appointed by the Board.
29. AUTHORITY THE EXECUIVE DIRECTOR
The Executive Director is responsible for the day-to-day management of the Federation and as such must adhere to the guidelines and instructions provided by the Board. Instructions shall be issued by the Board listing the transactions to which the Executive Director may give his or her approval without prior consultation with the Board.
30. OTHER EMPLOYEES
The Executive Director will appoint the necessary staff.
WEALTH MANAGEMENT, STATEMENT OF THE ACCOUNTS AND AUDIT
31. WEALTH MANAGEMENT
31.1 Guidelines shall be established by the Board regarding the management and use of assets.
31.2 The Board is obliged to keep records of the Federation's assets and of everything concerning the Federation's activities according to the requirements arising from these activities, and to keep the books, documents and other data carriers belonging thereto in such a way that the Federation's rights and obligations can be known at all times.
31.3 It should be ensured by the Executive Director that accounting at the Federation is carried out in accordance with the relevant legal provisions and that asset management is carried out correctly.
32. STATEMENT OF THE ACCOUNTS
32.1 The fiscal year of the Federation shall be equal to the calendar year.
32.2 The Board shall present at the Council meeting within six months after the end of the fiscal year, unless extended by the Council meeting, a Board report on the affairs of the Federation and the policies pursued. The Board submits a print copy balance sheet and statement of income and expenses with notes to the Council for approval. These documents shall be signed by the Board members; if the signature of one or more of them is missing, this shall be reported, stating the reasons. After the expiration of the term, any member may demand in court from the joint Board members that the Board members fulfill these obligations.
32.3 The Council shall annually appoint from among its members a finance committee of at least two persons who may not be members of the Board. The finance committee shall examine the documents referred to in the second sentence of paragraph 2 of this article and report its findings to the Council. The Board is obliged to provide the Finance Committee with any information it requests for the purpose of its investigation, to show it the Federation's cash and values if it so desires, and to make the Federation's books, records and other data carriers available for consultation.
32.4 If the examination of the accounts requires special accounting knowledge, the finance committee may be assisted by an expert.
32.5 The charge of the finance committee may be revoked by the Council at any time, but only by the appointment of another finance committee.
32.6 The Board shall be obliged to keep the books, records and other data carriers referred to in paragraph 2 of article 31and paragraph 2 of this article for seven years, without prejudice to the provisions below in paragraph 7 of this article.
32.7 The data affixed to a data carrier, with the exception of the hard copy balance sheet and statement of income and expenditure, may be transferred to another data carrier and retained, provided that the transfer is made with correct and complete reproduction of the data and such data are available for the full retention period and can be made readable within a reasonable time.
33. AUDIT
An Auditor shall be appointed by the Council, either in compliance with the relevant legislation or in accordance with the Council decision otherwise.
DISSOLUTION, BYLAWS, TRANSITIONAL PROVISION AND ENTRY INTO FORCE
34. DISSOLUTION
34.1 Subject to the provisions of Article 19 Section 3, a resolution to dissolve the Federation may only be passed by a majority of at least three-fourths of the Councillors present or represented at two consecutive Council meetings held at intervals of not less than one month and not more than three months.
34.2 After dissolution, liquidation shall be carried out by the Board members. The Board may decide to appoint other persons as liquidators.
34.3 Any surplus balance of the dissolved Federation shall be expended for the benefit of a charitable institution or a foreign institution whose sole or almost exclusive purpose is public benefit.
34.5 Upon completion of the liquidation, the books, documents and other data carriers of the dissolved Federation shall remain in the custody of the person appointed by the liquidators for the period prescribed by law.
34.6 The liquidation shall otherwise be subject to the provisions of Title 1 Book 2 Civil Code.
35. BYLAWS
35.1 The Council may adopt internal regulations (huishoudelijk reglement).
35.2 The internal regulations may not conflict with the law, nor with the Articles of Association.
36. TRANSITIONAL PROVISION
The first fiscal year of the Federation shall run through December thirty-first, two thousand and twenty-five/twenty-six. This article shall expire at the end of the Association's second fiscal year.
37. ENTRY INTO FORCE
These Articles of Association enters into force on 21 October 2025.