ESTABLISHMENT OF ASSOCIATION

Case number: 41164/SJ

Today, eight of June two thousand and seventeen, the following persons appeared before me, SANDRA SIBRANDINA GEERTRUID JACOBS-CLIJDESDALE, civil law notary practising in Ermelo, the Netherlands, namely:

Mrs. Elaine Sharland, Mrs. Judith Metz, and Mr. Jean Pierre Wilken.

The appearers declared that they would establish an association with the following constitution:

BYLAWS

Name and seat Article 1

  1. The name of the Association is: European Social Work Research Association. It is the successor in title of the association of the same name established in Bern, Switzerland, on the fourteenth of June two thousand and fourteen.
  2. It has its seat in the municipality of Amsterdam.

Objective Article 2

  1. The objective of the Association is to take forward the development, practice and utilization of social work research to enhance knowledge about individual and social problems, and to promote just and equitable societies.
  2. It endeavours to achieve this objective in various ways, among others by:
    • promoting social work research which will have beneficial consequences for practitioners, service users, educators, researchers, graduate students, and those responsible for service development and delivery;
    • fostering and maintaining the development of high levels of social work research and knowledge production across the European community of nations;
    • enhancing research capacity and learning opportunities within the European social work community;
    • providing an environment for the application of research methods and approaches by those from a wide range of disciplines within and beyond the social sciences, in forms which have relevance for social work practice and research;
    • building and maintaining networks of social work researchers in Europe and actively fostering links between European and wider international research networks.

Term Article 3

  1. The Association has been established for an indefinite term.
  2. The financial year of the Association coincides with the calendar year, subject to the proviso that the first financial year starts with the establishment and ends on the thirty-first of December of the year following the year of establishment.

Membership Article 4

  1. The Association has individual members.
  2. Membership is open to anyone who endorses the objectives of the Association and wishes to make a contribution to these objectives. This also applies to persons who do not live or work in one of the countries of Europe.
  3. Members are those who have applied in writing for membership and have been admitted as members by the board. This is apparent from a written statement made by or on behalf of the board. A written application is deemed to include an application made by email, WhatsApp or other forms of secure electronic data transmission.
  4. Membership is personal and cannot be transferred.

 Article 5

  1. Membership ends:
    • upon the death of the member;
    • upon cancellation by the member;
    • upon cancellation by the Association;
    • through disqualification.
  2. Membership may be terminated if a member has failed to fully discharge his pecuniary obligations to the Association even after being given repeated written notifications.
  3. Disqualification from membership may occur only if a member has acted in contravention of the constitution, rules or resolutions of the Association or has unreasonably harmed the interests of the Association. Disqualification is imposed by the board, which notifies the member of the decision as quickly as possible in writing, giving reasons. The member concerned has the right to appeal to the general assembly of members within one month of receipt of the notification. The member is suspended during the appeal period and pending the appeal. A suspended member has no voting right.

Membership fees Article 6

Each member owes an annual membership fee. The amount of the fee is determined by the board.

Board Article 7

  1. The board consists of a minimum of three (3) and a maximum of fifteen (15) natural persons, who designate a chair, a secretary and a treasurer from among their number.
  2. The board members are appointed by the general assembly of members from among the members of the Association.
  3. Board members may, with appropriate reasons given, be suspended and dismissed by the general assembly of members at any time. A resolution of the general assembly of members to suspend or dismiss needs to be passed by a majority of two thirds of the votes cast.
  4. Board members are appointed for a term not exceeding three (3) years. For this purpose, a year is deemed to be the period between two successive annual general assemblies of members. The board members resign in accordance with a rota drawn up for this purpose by the board. A board member who resigns in accordance with the rota is eligible for reappointment.
  5. If the number of board members falls below the minimum referred to in paragraph 1, the board nonetheless remains competent to act. The board is obliged to call a meeting of the general assembly of members as quickly as possible, at which the filling of the vacancy or vacancies is on the agenda.
  6. The provisions of articles 10 and 12 apply as far as possible to the meetings and decision-making of the board.

Article 8

  1. The board is charged with managing the Association.
  2. With the consent of the general assembly of members, the board is competent to decide to conclude agreements to acquire, alienate or encumber registered property and to conclude agreements under which the Association enters into a commitment as surety or co-debtor having joint liability, acts as guarantor for a third party or provides collateral for the debt of a third party.

Article 9

  1. The board represents the Association.
  2. The power of representation is also vested in the chair acting together with the secretary or treasurer, or in the secretary acting together with the treasurer.

Meetings of the general assembly of members Article 10

  1. The meetings of the general assembly of members are held in one of the countries of Europe.
  2. The language in which the meetings are conducted is English.

Article 11

  1. Each member has one vote at a meeting of the general assembly of members. Each person with voting rights may appoint another person with voting rights to act as proxy and vote on his behalf. A person with voting rights may act as proxy for no more than two persons.
  2. Resolutions may also be passed in writing.
  3. The chair determines how the voting is conducted in meetings of the general assembly of members.
  4. All resolutions for which a larger majority is not prescribed by law or this constitution need to be passed by an absolute majority of the votes cast2. In the event of a tied vote, the resolution will be deemed to have been defeated. On the election of a board member of the Association, the candidate obtaining most votes will be elected. In the event of a tied vote, the lot will decide which candidate will be elected.

Article 12

  1. The meetings of the general assembly of members are presided over by the chair or, in his or her absence, by one of the other board members designated for this purpose by the board.
  2. The opinion of the chair, as expressed at a meeting of the general assembly of members, on the result of a vote is binding. The same applies to the content of a resolution that has been passed, in sofar as the proposal voted upon was not recorded in writing. However, if the correctness of the opinion of the chair is called into doubt immediately after it is expressed, a fresh vote will be held if this is requested by the majority of the meeting or, if the original vote was not by roll call or in writing, if this is requested by one person present at the meeting who is entitled to vote. The legal consequences of the original vote cease to apply as a result of this fresh vote.

Article 13

  1. The financial year of the Association coincides with the calendar year. At least one meeting of the general assembly of members is held each year, namely within six months of the end of the financial year, unless this period is extended by the general assembly of members. In this meeting of the general assembly of members, the board presents its annual report on the affairs of the Association and on the policy it has pursued. It submits the balance sheet and statement of income and expenditure, with notes, to the general assembly of members for approval.
  2. If an opinion on the truth and fairness of the documents referred to in the previous paragraph by an auditor as referred to in article 2:393 (1) of the Dutch Civil Code is not submitted to the general assembly of members, the general assembly of members will appoint, each year, a committee consisting of at least two members who may not form part of the board.
  3. The board is obliged to provide the committee with all information requested by it for the purpose of its investigation, produce, on request, the cash and securities, and allow it to inspect the books and papers of the Association.
  4. The committee investigates the documents referred to in paragraphs 1 and 3.
  5. If the committee considers that this investigation requires special accounting knowledge, it may arrange to be assisted by an expert at the expense of the Association. The committee reports on its findings to the general assembly of members.

Article 14

  1. Meetings of the general assembly of members are called by the board as often as it considers desirable or is obliged to do so by law.
  2. Meetings of the general assembly of members are called by means of at least seven days’ written notice3 to the persons with voting rights or by means of a legible and reproducible notice sent electronically to the address communicated by the member to the Association for this purpose. The notice shall list the items to be dealt with.

Alteration of bylaws Article 15

  1. These bylaws may be altered only by a resolution of a meeting of the general assembly of members called by means of a notice announcing that an alteration of the bylaws will be proposed at the assembly.
  2. Those who have sent a notice calling a meeting of the general assembly of members to consider a resolution to alter the bylaws must, at least five days before the day of the meeting, deposit a copy of that resolution containing the literal text of the proposed alteration at a suitable place for inspection by the members until the end of the day on which the meeting is held.
  3. A resolution to alter the bylaws may be passed by the general assembly of members only by a majority of at least two thirds of the votes cast.
  4. The alteration to the bylaws shall take effect only after a notarial act has been drawn up. Each of the board members is competent to have the act of alteration executed.
  5. The provisions of paragraphs 1 and 2 do not apply if all those entitled to vote are present or represented at the meeting of the general assembly of members and the resolution to alter the bylaws is passed unanimously.
  6. The board members are obliged to lodge an authentic copy of the act of alteration and a complete and continuous text of the bylaws, as it will read after the alteration, at the registry where the register is kept by the Dutch Chamber of Commerce.

Dissolution and liquidation Article 16

  1. The provisions of article 15, paragraphs 1, 2, 3 and 5, apply mutatis mutandis to a resolution of the general assembly of members to dissolve the Association.
  2. When passing the resolution referred to in the previous paragraph, the general assembly of members shall decide to what use any surplus assets will be put, any such use being in accordance with the object of the Association as far as possible.
  3. The liquidation shall be carried out by the board.
  4. After the dissolution, the Association shall continue to exist in so far as this is necessary for the liquidation of its assets and liabilities. During the liquidation, the provisions of the constitution shall remain in force as far as possible. The words ‘in liquidatie’ (in liquidation) must be added to the name of the Association in documents and announcements emanating from it.
  5. The Association shall cease to exist on the date on which no further assets are known to the liquidator.
  6. The books and papers of the dissolved Association must be kept for ten years after the liquidation ends. They shall be kept by the person designated as custodian by the liquidators.

Internal rules Article 17

  1. The board may adopt and alter one or more internal rules.
  2. Internal rules may not contain provisions that are inconsistent with the law or with these bylaws.

Final provision Article 18

The general assembly of members has all powers in the Association that are not conferred on other organs of the Association by law or the bylaws.

Final declaration

Finally, the appearers declared as follows:

All the founders mentioned above join as members of the association. They appoint the following as the first board members:

  • Elaine Sharland, as chair
  • Judith Metz, as secretary
  • Jean Pierre Wilken, as treasurer
  • Emilio Jose Gomez Ciriano
  • Sofia Dedotsi
  • Peter Sommerfeld
  • Sigrid James
  • Inge Bryderup
  • Ana Sobocan
  • Francisco Branco
  • Karen Winter
  • Gorana Panic
  • Silvia Fargion
ESWRA