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The
International Flying Dutchman Class Organization
FOUNDATION RULES
Original Foundation Rules 1960
Revised Foundation Rules 1988
Approved at IFDCO General Committee Meeting 10 July 1988
Registered at
The Chamber
of Commerce,
Amsterdam, The Netherlands
Nr.S 206267
20 September1988
The
text of the IFDCO Foundation Rules and Byelaws were published in the FD
Class Book 1992 - it is this text which is reproduced below.
A few changes to the Foundation Rules 1988 have been approved under
Article 12 and the text of these changes will be added soon
Click here for a brief overview of IFDCO and the way
it works
Article 1 Title
The name of the foundation is the International Flying
Dutchman Class Organization Foundation (IFDCO)
Article 2 Establishment
The Foundation is established at Amsterdam, The
Netherlands.
Article 3 Object
The object of the Foundation shall be to promote, develop
and coordinate International Flying
Dutchman competitive sailing throughout
the world under uniform rules, in cooperation with the International
Yacht Racing Union and the National Flying Dutchman Class Associations.
Article 4 Organization
4.1 General Committee
The Foundation shall be administered by a General Committee of at least 6
and not more than 20 Committee members.
4.2 The General Committee are appointed as follows:
4.2.1 Executive Committee
At least 3 and not more than 10 General Committee members shall be
commissioned by co-optation and appointed casu quo re-appointed by the
General Committee and shall form the Executive
Committee.
4.2.2 Commodores
At least 3 and not more than 10 General Committee members shall be
commissioned out of National Flying Dutchman Class Associations of the
regions as mentioned in the byelaws. These Committee members, who must be
active Flying Dutchman sailors, shall bear the title of Commodore.
4.2.3
The number of Commodores shall not exceed the number of Executive
Committee members.
4.2.4
To appoint a Commodore, the Executive Committee shall solicit the National
Flying
Dutchman Class Associations within the region to propose a candidate who
meets the qualifications defined in the byelaws.The General Committee will
have the final approval of the proposed candidate. If more than one
candidate is proposed, the General Committee shall select one of the
proposed candidates. If no candidate is proposed, the General Committee
may appoint a candidate from the region in
question.
4.3 Appointment duration
General Committee members are appointed for a period of three years and
may be
re-elected for two further terms in succession.
The rotation of the retirement of the General Committee members is
dealt with in the Byelaws.
4.3.1
The General Committee appointments for Commodores are the same as defined
in
Article 4.3, providing the members continue to meet the qualifications
defined in the
Byelaws.
4.4
If the number of the General Committee members has fallen below the fixed
minimum, the still functioning members, if not less than three, shall form
a legal Committee. Possible vacancies in the Executive Committee do not
make the Executive Committee unqualified to act.
4.5
The Executive Committee shall choose from its midst a President, a
Secretary, a
Treasurer and Vice-Presidents.
4.6 The President or the Secretary or the Treasurer shall be of Dutch
nationality, residing in The Netherlands.
Article 5
Termination of General Committee Memberships
The membership of the General Committee terminates through death, through
the expiry of the three year period, through resignation or through the
dismissal by the Court as ruled by Article 298, Book 2, Civil Law of the
Netherlands. A General Committee member dismissed by the Court can not be
re-appointed.
Exception to article 4.3:
The membership on the General Committee of Conrad. Th. Gulcher, residing
at Naarden, Holland, will terminate only by his resignation or death.
Article 6 Function of the General Committee and Representation
6.1
The General Committee performs the duties and activities of the Foundation
on its behalf and is entitled within these rules to perform all deeds of
management and commands which are necessary or desirable for reaching the
objectives and is entitled to make agreements, and to acquire, to sell
and to encumber registered goods.
The General Committee is not entitled to sign contracts in which the
Foundation is a guarantor or co-debtor to support a third party or to be
linked for bail to a third party's debt.
6.2
The foundation shall be represented by two Executive Committee members
acting
together. This does not prevent the power of the General Committee to
regulate special
representative provisions for special cases.
Article 7 General and Executive Committee Meetings
7.1
Article 7 is applicable to General Committee and Executive Committee
meetings.
7.2
Committee meetings shall be convened by the Secretary as deemed necessary
and
also within seven days after at least 2/3 of the respective Committee
express such a request in writing, stating the agenda points, to the
President or the Secretary.
7.3
The notice of the meeting shall be sent in writing to the addresses of the
Committee members.
7.4
The period of notice is to be at least 30 days; not counting the date of
the notice and the meeting.
7.5
In the notice, the agenda points with explanation shall be stated.
7.6
If it is not possible to hold a meeting a vote may be taken by the
Committee members in written ballots.
7.7
The Secretary or another Committee member, appointed by the Committee,
shall record the minutes of the proceedings of a meeting. These minutes
shall be confirmed at the next meeting.
7.8
All Committee decisions described under 7.6 and 7.7 shall be stated in the
minutes and signed by the Chairman and the Secretary of the meeting and
furthermore the exact text of all decisions shall be mailed to all
Committee members.
7.9
A Committee member may give proxy, only in writing, to another Committee
member.
Such a proxy is valid for one meeting only. One Committee member may not
hold more than two proxies.
7.10
Committee meetings shall be held at a place and time fixed by the
Secretary in consultation with the President.
7.11
Committee meetings are chaired by the President. If the President is
absent the meeting chooses a Chairman among themselves.
Article 8
Annual General Committee Meeting
Annually, within six months after the end of each financial year, an
Annual General Committee Meeting shall be held. Unless urgent reasons make
this impossible within six months, the Executive Committee shall fix
another date. The Agenda for the Annual General Committee Meeting shall
contain at least the following items:
a. Confirmation of the Minutes of the previous meeting(s)
b. Annual Report of the Secretary
c. Annual Financial Report of the Treasurer (see Article 10)
d. Auditor’s Report (see Article 10.3)
e. Discharge of the Treasurer
f. Approval of the budget for the following year
g. Appointment of General Committee members
h. Appointment of Sub-Committee members
i. Byelaws, if any
j. Report of Sub-Committees
k. Any other business
Article 9 Voting
9.1
As far as these Foundation Rules or the Law do not prescribe otherwise,
all decisions at Committee meetings are taken by a majority of the members
present, including valid proxies.
9.2
Voting shall be oral unless a member of the Committee requests a ballot.
Decisions by acclamation are carried unless one of the Committee members
requests a vote. In principle, voting on decisions concerning persons will
be done by ballots. Ballots are taken by unsigned closed
papers.
Article 10 Financial
Management
10.1
The financial year is the calendar year. The General Committee takes note
of the property position of the Foundation, such that at all times the
financial rights and duties are known.
10.2
Before the first of each June, or at least 30 days before the planned
Annual General
Committee Meeting, the Treasurer shall present to the General Committee,
for approval, a balance sheet and profit-and- loss account of the previous
year and a draft budget for the following year. The annual figures shall
be accompanied by an explanatory report.
10.3
The General Committee shall assign a chartered Dutch accountant to audit
the accounts.
Article 11 Sub-Committees
Annually the General Committee nominates Sub-Committees, if deemed
necessary. The General Committee lays down the task and qualifications of
these Sub-Committees in the Byelaws.
Article 12
Amendments of Foundation Rules
12.1
In the Foundation Rules, amendments can only be made through a decision of
the General Committee at an Annual Meeting and notified as such on the
agenda. Article 4.6 cannot be amended.
12.2
Those who have called for a meeting dealing with a proposal to amend the
Foundation
Rules shall send a copy with the exact text together with an explanation
of the proposed amendments to the Secretary who shall forward copies to
all General Committee members.
12.3
A decision for an amendment of the Foundation Rules shall only be made by
a two-thirds majority of all General Committee members. If two-thirds of
the General Committee do not attend the Annual Meeting a written notice
shall be given of any such proposed amendment to all General Committee
members to give their written ballot within 60 days. A decision for an
amendment of the Foundation Rules by such
written ballot shall only be made by a two-thirds majority of all General
Committee members.
12.4
An amendment of the Foundation Rules shall be affected by notaries deed on
penalty of being null and void.
Article 13
Dissolution of the Foundation
13.1
If the General Committee decides that the objectives of the Foundation
have
ceased to exist, it may propose to dissolve the Foundation; such a
decision shall be taken in accordance with Article 12.
13.2
In case of dissolution, the liquidation will be executed by the Committee
members in
office.
13.3
Any positive balance which remains after the settlement of all accounts of
the dissolved Foundation shall be given to the International Yacht Racing
Union, London, England or an object which reflects the spirit of the
objectives of the Foundation.
Article 14 Byelaws
14.1
The General Committee lays down the Byelaws.
14.2
Decision for establishing or amending the Byelaws shall be taken by the
General
Committee at the Annual Meeting with a majority.
14.3
The regulations of the Byelaws shall not be in contradiction with
the Foundation Rules nor with the Dutch Law (neither if this does not
contain compulsory law).
Article 15 Power
of General Committee
Within the limits of these Foundation Rules, the General Committee has the
power to decide upon matters which have not been regulated.
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