Articles of Association N.B.T.C. issue May 22, 2022
Article
1. Name, Registered Office, Duration and Federation
2. Relationship to the Association's Board of Directors
3. Purpose
4. Resources and Means
5. Membership
6. Admission
7. Termination of Membership
8. Annual Contribution
9. Funds
10. Management
11. Termination of Board Membership, Periodic Membership and Suspension
12. Board Functions, Board Decision-Making
13. Board Task and Representation
14. Annual Report, Accounts and Accountability
15. General Meetings
16. Convening the General Meeting
17. Admission and Voting Rights
18. Chair and Minutes
19. Decision-Making of the General Meeting
20. Amendment of the Articles of Association
21. Dissolution
22. Rules of Procedure
23. Final Provision
HOUSE RULES
Articles 1 to 19.
ARTICLES OF ASSOCIATION
of the Dutch Bull Terrier Club association
Name, Registered Office, Duration and Federal Association
Article 1
1. The association bears the name: “Nederlandse Bull Terrier Club”, abbreviated: “N.B.T.C.”
2. It is established in Amsterdam.
3. The association was founded on the first of January nineteen hundred and thirty-six, but was reconvened on the ninth of May nineteen hundred and sixty-four, for a period of twenty-nine years, ending thereupon on the thirty-first of December nineteen hundred and ninety-three. With the entry into force of these articles of association, the association was entered into for an indefinite period.
4. In the year two thousand, it joined as a member of the Association of the Board of Directors in the Canine Area in the Netherlands, hereinafter also referred to as “Board of Directors”. Relationship to the Association of the Board of Directors.
Article 2
1. The association derives its rights from the articles of association, internal regulations and other regulations of the Board of Directors and undertakes without reservation to comply with these articles of association, regulations and lawful decisions of the Board of Directors.
2. The association accepts without reservation the jurisdiction of the Disputes Committee for Cynology and the Disciplinary Board for Cynology, as set out in the articles of association and internal regulations of the Board of Directors.
3. The members of the association are obliged to the association to the same extent as the association is obliged to the Board of Directors by virtue of its membership on the basis of the articles of association and regulations of the Board of Directors and the lawful decisions taken by the bodies of the Board of Directors.
4. The association is authorized to impose obligations on its members towards the Board of Directors, whereby everything to which the association is bound towards the Board of Directors under the provisions of the Articles of Association and regulations of the Board of Directors also applies as obligations that the members of the association have directly towards the Board of Directors, all with application of the provisions of Article 46, Book 2 of the Civil Code.
Goals and Means
Article 3
The association aims
1. to ensure the preservation of the dog breed called Bull Terrier & Miniature Bull Terrier;
2. to ensure, where possible, the improvement of this breed both physically and mentally;
3. to promote the hobby, keeping and breeding, in a qualitative sense, of purebred dogs of this breed;
4. to take measures that contribute to the general welfare of these breeds.
Article 4
The association seeks to achieve this goal by, among other things:
1. providing information on both the purchase and keeping of Bull Terriers & Miniature Bull Terriers, and further in general regarding the breeding and rearing of these breeds;
2. holding and supporting club matches and exhibitions;
3. holding meetings;
4. promoting the registration of both litters and single dogs of these breeds in the N.H.S.B.;
5. promoting the registration of kennel names with the Raad van Beheer op Kynologisch Gebied in Nederland (Dutch Kennel Club);
6. all other legal and permissible means that may be conducive to achieving the goal, provided they are not in conflict with the statutes, regulations and lawful decisions of the Raad van Beheer.
Membership
Article 5
The association consists of members, household members and honorary members.
1. Members of the association may be natural persons who have reached the age of eighteen.
2. Household members may be natural persons who have reached the age of eighteen and who live in the same household with a member of the association.
3. Honorary members of the association are natural persons who have rendered special merit to the association and the breed. A nomination for such an appointment shall be made by the board or upon written request of a number of members entitled to cast one-tenth of the votes in the general meeting.
4. Where these articles of association refer to members or member, this is understood to mean members, household members and honorary members, unless the contrary appears.
Admission
Article 6
1. Those wishing to become members must apply in writing to the membership administration using the application form.
2. The board will make the initial decision on the admission of members.
3. The decision must be made within four weeks of receipt of the application form signed by the candidate.
4. Upon admission, the candidate will receive payment instructions for the amount due, as well as the Articles of Association and the Rules of Procedure.
5. If the candidate is not admitted, the candidate will be immediately notified in writing, stating the reasons, of the board's decision, and the non-admission will be announced in the association's official report.
6. If the candidate is not admitted, the candidate has the right to appeal to the General Meeting, which may still decide on admission. This right must be exercised within fourteen days of receipt of the notification referred to in the previous paragraph. The appeal must be submitted in writing to the secretary by registered mail.
7. The appeal will be decided at the next General Meeting. The candidate will be notified in writing of the General Meeting's reasoned decision within fourteen days.
8. Those who have been expelled by the Dutch Kennel Club or disqualified by the Disciplinary Board or the Disciplinary Board for Kennel Clubs after January 1, 2000, cannot be admitted as members.
End of membership
Article 7
1. Membership ends:
a. by the death of the member;
b. by resignation by the member;
c. by resignation on behalf of the association. This may occur when a member has ceased to meet the requirements for membership set out in the articles of association, when he fails to fulfil his obligations towards the association, and also when the association cannot reasonably be expected to continue the membership;
d. by expulsion. This may only be pronounced when a member acts contrary to the articles of association, regulations or decisions of the association or unreasonably harms the association.
2. Resignation on behalf of the association shall be made by the board.
3. Resignation of membership by the member or by the association may only occur towards the end of an association year and with due observance of a four-week notice period.
However, membership may be terminated immediately if it cannot reasonably be required to continue the membership.
4. A termination in violation of the provisions of the previous paragraph shall terminate membership at the earliest permitted time following the date on which termination was made.
5. A member is not entitled to exclude, by terminating his membership, a decision that increases the members' financial obligations towards him.
6. Expulsion from membership shall be effected by the board.
7. The person concerned shall be notified as soon as possible by registered letter with acknowledgement of receipt, stating the reasons, of a decision to terminate membership by the association on the grounds that the association cannot reasonably be expected to continue the membership, and of a decision to expel from membership. The person concerned may appeal to the General Members' Meeting within four weeks of receipt of the notification.
During the appeal period and pending the appeal, the member shall be suspended.
8. The board shall announce a decision to expel from membership to the association organ.
9. If membership ends during an association year, the annual contribution for the entire year remains due.
Annual Contribution
Article 8
1. Members are required to pay an annual contribution, which will be determined by the general meeting. For this purpose, they may be divided into categories that pay different contributions.
2. At the commencement of membership, a registration fee, as determined by the general meeting, is due.
3. The board is authorized to grant a full or partial exemption from the obligation to pay a contribution in special cases.
4. Honorary members are exempt from paying an annual contribution.
Funds
Article 9
1. The association's funds consist of annual contributions, proceeds from club activities, donations, legacies, inheritances, and other incidental income.
Board
Article 10
1. The association's board consists of at least five and at most seven members residing in the Netherlands, who are appointed by the General Meeting of Members. The appointments are made from among the members.
2. Board members are appointed from one or more nominations. Both the board and twenty members are authorized to draw up such a nomination. The board's nomination will be announced in the notice convening the meeting.
A nomination by the members must be submitted in writing to the secretary at least seven days before the day of the meeting, with a copy to the other members of the board.
Termination of board membership, periodic membership and suspension
Article 11
1.a. Any board member, even if appointed for a fixed term, may be dismissed or suspended at any time by the general meeting, stating reasons. A resolution to dismiss or suspend requires a majority of at least two-thirds of the valid votes cast.
b. A suspension that is not followed by a resolution to dismiss within three months shall end upon expiry of that term.
c. In the application of Article 37, paragraph 5, of the Dutch Civil Code, an extraordinary general meeting must be convened within two months, which shall review the dismissal or suspension pursuant to that article.
2. Each board member shall retire no later than three years after their appointment, according to a schedule of retirement to be drawn up by the board. The retiring member is eligible for re-election. A person appointed to an interim vacancy shall take the place of their predecessor on the schedule.
3. Board membership shall also end:
a. by terminating membership of the association;
b. by resigning.
Management functions, management decision-making
Article 12
1. The chairman of the association shall be elected by the General Meeting.
2. The board shall appoint a secretary and a treasurer from among its members and may appoint a replacement for each of them.
3. The board may appoint a vice-chairman from among its members.
4. The secretary shall keep minutes of the proceedings of each meeting, which shall be signed by the chairman and the secretary after approval. Notwithstanding the provisions of the law in this regard, the chairman's judgment regarding the formation and content of a decision shall not be decisive.
Management task and representation
Article 13
1. Subject to the restrictions under the articles of association, the board is responsible for managing the association.
2. If the number of board members falls below five, the board remains authorized; In the event of an interim vacancy on the board, the vacancy must be filled at the next general meeting after it occurs.
If more vacancies exist simultaneously, this will be filled by convening a general meeting within eight weeks of the last vacancy occurring.
3. The board is authorized, under its responsibility, to have certain parts of its duties performed by committees appointed by the board.
4. Subject to the approval of the general meeting, the board is authorized to conclude agreements to purchase, alienate, or encumber registered property, to conclude agreements whereby the association acts as surety or co-debtor, warrants performance by a third party, or provides security for the debt of a third party. The lack of this approval may be appealed by and against third parties.
5. The board also requires the approval of the general meeting for decisions regarding:
a. renting, letting and otherwise acquiring and granting the use or enjoyment of immovable property, with the exception of renting exhibition space for club events;
b. entering into agreements whereby a bank loan is granted to the association;
c. lending money, as well as borrowing money, not including the use of a bank loan granted to the association;
d. entering into settlements;
e. taking legal action, including conducting arbitration proceedings, but with the exception of taking precautionary measures and taking legal measures which cannot be postponed;
f. concluding and amending employment contracts.
6. Without prejudice to the provisions of the last sentence of paragraph 4, the association shall be represented in and out of court:
a. either by the board;
b. either by the chairman and the secretary
c. either by two other board members.
Annual report, accounts and accountability
Article 14
1. The association year runs from January 1st to December 31st.
2. The board is obligated to keep such records of the association's financial position that its rights and obligations can be known at all times.
3. Within six months of the end of the association year, unless this period is extended by the general meeting, the board shall submit its annual report to a general meeting and, submitting a balance sheet and a statement of income and expenditure, render an account of its management during the past financial year. After the expiration of this period, any member may legally demand this account from the board.
4. The general meeting shall annually appoint a committee from among the members consisting of at least two persons, who may not be members of the board or form a household with any of the board members. The committee shall examine the accounts of the board and report its findings to the general meeting.
5. If the examination of the accounts and statement requires special accounting knowledge, the examining committee may be assisted by an expert. The board is obliged to provide the committee with all the information it requests, to show it the association's cash and assets if so desired, and to allow it to inspect the books and records.
6. The mandate of the committee may be revoked at any time by the general meeting of members, but only by appointing another committee.
7. The board is obliged to keep the documents referred to in paragraphs 2 and 3 for ten years.
8. At the proposal of the examining committee, the general meeting of members may grant the board discharge for its financial management during the relevant financial year.
General meetings
Article 15
1. The general meeting shall have all powers within the association that are not assigned to the board by law or the articles of association.
2. Annually, no later than six months after the end of the association year, a general meeting - the annual meeting - shall be held. The following items shall be discussed at the annual meeting:
a. the annual report and the accounts and accountability referred to in Article 14, including the report of the committee appointed therein;
b. the appointment of the committee referred to in Article 14 for the following association year;
c. filling any vacancies;
d. proposals from the board or the members, announced in the notice convening the meeting.
3. Other general meetings shall be held as often as the board deems desirable.
4. Furthermore, the board shall be obliged to convene a general meeting within a period of no more than four weeks, at the written request of at least such a number of members as are entitled to cast one-tenth of the votes. If the request is not complied with within fourteen days, the applicants may themselves convene the meeting by issuing a summons in accordance with Article 16 or by placing an advertisement in at least one widely read daily newspaper.
Convening a general meeting
Article 16
1. The general meetings shall be convened by the board.
2. The place and time of the general meetings must be communicated to the members at least fourteen days in advance, either in writing or by means of an official club organ of the association.
3. The notice of convocation shall state the subjects to be dealt with, without prejudice to the provisions of Article 20.
Access and voting rights
Article 17
1. All members and household members of the association have access to the general meeting. Suspended members and suspended board members do not have access.
2. The general meeting of members decides on the admission of persons other than those referred to in paragraph 1.
3. Each member of the association who is not suspended is entitled to cast one vote.
4. Notwithstanding the law, voting by proxy is not permitted.
Chairmanship and minutes
Article 18
1. General meetings shall be chaired by the association's chairman or their deputy. In the absence of the chairman and deputy, one of the other board members designated by the board shall act as chairman. If the chairmanship is not filled in this way, the meeting shall appoint the chairman itself.
2. Minutes shall be kept of the proceedings of each general meeting by the secretary or by one of the other board members, appointed by the chairman.
3. At the next general meeting, the minutes of the previous general meeting shall be submitted for approval. In evidence of approval, the minutes – with any amendments – shall be signed by those who served as chairman and secretary at the meeting.
Those who convene the meeting may have notarial minutes drawn up of the proceedings. The content of the minutes or the minutes shall be brought to the attention of the members.
Decision-making by the general meeting
Article 19
1. The chairman's decision at the general meeting, stating that the meeting has adopted a resolution, is decisive. The same applies to the content of a resolution adopted if the vote was on a proposal that was not recorded in writing.
2. However, if the correctness of the decision referred to in the first paragraph is contested immediately after its pronouncement, a new vote will be held if the majority of the meeting or, if the original vote was not by roll call or in writing, a voting member present so requests. This new vote will invalidate the legal consequences of the original vote.
3. Unless the articles of association or the law provide otherwise, all resolutions of the general meeting are adopted by an absolute majority of the votes cast.
4. Invalid and blank votes are considered not to have been cast.
5. For the election of persons, an absolute majority of the valid votes cast is required in the first vote. If an absolute majority is not obtained in this vote, a second vote will be held among the nominated candidates. If an absolute majority is not obtained, re-votes will be held until either one person has obtained an absolute majority, or the vote is between two persons and the votes are tied. In the aforementioned votes (not including the second vote), the vote will be between the persons who were voted for in the previous vote, with the exception, however, of the person who was cast with the smallest number of votes in that previous vote. If the smallest number of votes was cast for more than one person in that previous vote, lots will be drawn to determine which of those persons may no longer be cast for in the new vote. In the event of a tied vote in a vote between persons, lots will decide which of the two is elected.
6. If the votes are tied on a proposal not concerning the election of persons, it shall be rejected.
7. Votes on persons shall be cast in writing by unsigned, closed ballots. Votes on matters not concerning the election of persons shall be cast orally, unless the chairperson deems a written vote to be desirable. Decision-making by acclamation is possible, unless a person entitled to vote requests a roll call vote.
8. A unanimous decision of all members, even if they are not present at a meeting, has the same force as a decision of the general meeting, provided that it is taken with the prior knowledge of the board.
9. As long as all members are present at a general meeting, valid decisions can be taken, provided they are taken unanimously, on all subjects on the agenda – including a proposal to amend the articles of association or to dissolve the meeting – even if no notice has been given or if it has not been given in the prescribed manner or if any other regulation concerning the calling and holding of meetings or a related formality has not been observed.
10. Decisions cannot be taken on subjects that were not brought to the attention of the members in the notice of meeting, unless at least two-thirds of the members present at the general meeting declare that they are in favor of dealing with those subjects.
Amendment of the Articles of Association
Article 20
1. Except as provided in paragraph 9 of the preceding article, the association’s articles of association may only be amended by a resolution of the general meeting of members, convened with the announcement that an amendment to the articles of association will be proposed there and which resolution requires the approval of the Dutch Kennel Club.
2. Those who issued the notice convening the general meeting to consider a proposal to amend the articles of association must, at least fourteen days prior to the meeting, make a copy of the proposed amendment available for inspection by the members at a suitable location until after the day on which the meeting is held, or, upon written request of a member made within this period, send a copy of the amendment to him.
3. The articles of association may be amended upon the proposal of the board or of at least such a number of members as are entitled to cast one-tenth of the votes, by a majority of at least two-thirds of the number of valid votes cast in a meeting at which at least two-thirds of the members are present.
4. If two-thirds of the members are not present, a second meeting shall be convened and held, at which the proposal as discussed in the previous meeting may be resolved upon, regardless of the number of members present, provided that it is done by a majority of at least two-thirds of the votes cast.
5. An amendment to the articles of association shall not come into effect until a notarial deed has been drawn up thereof. Every board member shall be authorised to have the deed executed.
6. The board member shall be obliged to deposit an authentic copy of the amendment and of the amended articles of association at the office of the Chamber of Commerce and Industry within whose jurisdiction the association is established.
Dissolution
Article 21
1. The association may be dissolved by a resolution of the general meeting. The provisions of paragraphs 1, 2, 3 and 4 of the previous article apply mutatis mutandis.
2. The liquidation of the assets of the dissolved association shall be carried out by the board, unless one or more other liquidators are appointed as liquidators in the resolution to dissolve.
3. In the resolution to dissolve, the general meeting shall decide for what purposes, most in keeping with the purpose of the association, any surplus from the liquidation shall be used. Under no circumstances may it be distributed among the members.
4. The agenda of the meeting may not contain any items other than the minutes of the previous general meeting and the proposal to dissolve the association.
House rules
Article 22
1. The general meeting may establish internal regulations.
2. The internal regulations may not conflict with the law and/or the articles of association or, as the case may be, the articles of association and regulations of the Board of Directors.
Final provision
Article 23
The board shall decide on all points concerning the normal course of business not provided for by law, the articles of association and/or the internal regulations.
Continuous text of the articles of association of the association: “Nederlandse Bull Terriër Club”, established in Amsterdam after the deed of amendment of the articles of association executed on the fourteenth of June two thousand and one before Mr Jacobus Cornelis Gerard ten Brink, notary in Dieren.
HOUSE RULES
of the Dutch Bull Terrier Club association
Article 1
The periodic board elections as referred to in Article 11, paragraph 2 of the Articles of Association, shall take place at the general meeting, which shall be held within six months after the end of the association year.
Article 2
The chairperson chairs meetings of the board and members, regulating the order of business to be discussed. He or she also ensures compliance with the Articles of Association and the Rules of Procedure. He or she may speak and has the right to call or remove any speaker from the meeting.
Article 3
The secretary shall conduct the association's correspondence, of which he shall keep a copy. All outgoing documents from the association or the board shall be signed by the secretary, unless otherwise required by law or by-law, or arising from the Articles of Association and By-Laws, or by board resolution.
He shall keep numbered minutes of meetings in a separate book designated for that purpose, which he shall sign with the chairman after approval. He shall maintain a numbered attendance list of members present at meetings in book form. Each member present at the meetings is required to sign this list. He shall annually compile a report on the state of the association, which, after approval by the board, shall be submitted to the annual general meeting.
Article 4
The treasurer is responsible for the association's funds in his/her possession and signs receipts. He/she is responsible for collecting membership dues and administering the membership. He/she is responsible for properly maintaining the association's accounts and managing the funds. For expenditures and commitments exceeding €113.45, the treasurer requires the approval of the board. Without prejudice to the provisions of Article 13, paragraphs 4 and 5, subparagraphs a, b, c, and d of the Articles of Association, the approval of the General Members' Meeting is required for investments exceeding €680.65 in amount or value. He/she shall present an account and statement for the past financial year at the annual meeting. The approval of the audit committee is considered by the annual general meeting as discharge of the treasurer for his/her management during the past year.
Article 5
The treasurer's account and statement to the audit committee, as required by Article 14, paragraph 4 of the Articles of Association, shall be submitted at the treasurer's home, where all documents relating to this administration must be kept. This statement must be submitted no later than two weeks before the general meeting.
Article 6: Board members and other officials are obligated to transfer the association's documents in their possession to the board within 14 days of their termination of office, in exchange for a receipt. At least one member of the audit committee must be present at the transfer of documents, goods, and funds under the treasurer's care.
Article 7
The board meetings shall be held at the place and time determined by the chairman.
Artikel 8
Na aanname van een nieuw lid wordt hem, binnen 4 weken na ontvangst van het door hem verschuldigde entreegeld en contributie, door de penningmeester een bevestiging gezonden in de vorm van een lidmaatschapskaart en wordt het nieuwe lid in de ledenadministratie opgenomen. Gelijktijdig wordt hem, voor zover voorradig, een exemplaar van het laatst verschenen clubblad gezonden.
Article 9
The General Members' Meeting determines the annual membership fee for the following calendar year. The board determines the due date for the following calendar year, which is no later than March 1st. Members who have paid their membership fee will receive their membership card simultaneously with the first club magazine after March 1st, or simultaneously with other communications sent to all members. In the first club magazine of the current year, the treasurer will publish a final payment request to all members who have not yet paid, which serves as an official reminder. After this reminder, a member will be suspended without further notice and will only be reinstated once the outstanding amounts have been settled.
Article 10
Those who wish to cease to be members of the association must notify the treasurer of this no later than four weeks before the end of the current calendar year.
Article 11
Regardless of when membership begins, the full membership fee for the current calendar year must be paid. Those who join after November 15th, or a date otherwise determined by the board, will not pay any membership fee for the current calendar year, but will be admitted as members for the following calendar year and, if available, will receive the final club magazine of the current year.
Article 12
The one-time registration fee referred to in Article 8, paragraph 2 of the Articles of Association must be at least equal to half of the annual membership fee.
Article 13
The annual membership fee for family members must be at least half of the members' annual membership fee. Family members are exempt from paying registration fees.
Article 14
The board is authorized to suspend, after an official reminder, a member who fails to meet their financial obligations to the association due to non-payment. A member thus suspended can only be readmitted as a member of the association once the outstanding amounts have been settled. If the outstanding amounts are not settled within the current calendar year, the suspension will be converted into a termination in accordance with Article 7, paragraphs 2 and 3 of the Articles of Association.
Article 15
Members' meetings are only accessible to members and family members with a valid membership card, unless otherwise determined by the board.
Article 16
In urgent cases, the general meeting may be convened by the board at shorter notice than specified in Article 16, paragraph 2, of the Articles of Association.
Article 17
All decisions taken at a members' meeting must, if possible, be published in the first club magazine published after the members' meeting.
Article 18
Amendments to these Bylaws may only be decided upon at a general members' meeting with at least two-thirds of the valid votes cast. The approval of the Dutch Kennel Club (Raad van Beheer op Kynologisch Gebied in Nederland) is required for this amendment.
Article 19
In cases where these Rules do not provide or in the event of any dispute regarding their application
In urgent cases the board decides on this matter, in other cases the general meeting of members decides.
Thus established at the extraordinary general meeting of 22-5-2022 in Eemnes
Approved by the Board of Directors for Canine Affairs in the Netherlands dated 12-7-2023




