X

If you do not have your login details, contact the WYSE Travel Confederation membership team on +31 (0)20 421 2800 or email membership@wysetc.org.

Articles of Association

WYSE Travel Confederation is a Dutch not for profit organisation (vereniging) constituted under Dutch Law. The Articles of Association, also known as the Constitution are written in Dutch with an official translation provided by Notary.

Please click here for the official Deed of Incorporation in both Dutch and English. Below is published the English version and inevitably, there will be some differences in translation and if so, the Dutch version will by law govern.

 

Article 1. Definitions.

1.1 In these Articles of Association, the following terms shall have the following meanings:

Associate  Member  an Association Member to which the rights are attached as provided in these Articles of Association.

Associate Member an Associate Member IAPA to which the rights are attached as provided in these Articles of Association.

IAPA Association the legal entity to which these Articles of Association pertain.

Association Member an Association Member to which the rights are attached as provided in these Articles of Association.

Chairperson of the Board The Chairperson of the Management Board.

Director General the Chairperson of the Executive Board.

Executive Board those Managing Directors who are more specifically charged with the daily management of the Association.

Executive Director a member of the Executive Board.

Full Member A a Full Member A to which the rights are attached as provided in these Articles of Association.

Full Member B a Full Member B to which the rights are attached as provided in these Articles of Association.

Full Member C a Full Member C to which the rights are attached as provided in these Articles of Association.

Full Member D a Full Member D to which the rights are attached as provided in these Articles of Association.

Full Member G a Full Member G to which the rights are attached as provided in these Articles of Association.

General Meeting the body of the Association consisting of the Members or a meeting of Members (or their representatives) and other persons entitled to attend such meetings.

Honorary Member an Honorary Member to which the rights are attached as provided in these Articles of Association.

in writing by letter, by telecopier, by e-mail, or by message which is transmitted via any other current means of communication and which can be received in the written form.

Management Board the body in charge of the management of the Association.

Managing Director a member of the Management Board of the Association.

Member a member of the Association.

Non-Executive Board those managing directors who are not charged with any executive duties.

Non-Executive Directors a member of the Non-Executive Board.

Non-Executive Director A a member of the Non-Executive Board appointed by the General Meeting, as a result of a binding nomination made by the meeting of Full Members A.

Non-Executive Director B a member of the Non-Executive Board appointed by the General Meeting, as a result of a binding nomination made by the meeting of Full Members B.

Non-Executive Director C a member of the Non-Executive Board appointed by the General Meeting, as a result of a binding nomination made by the meeting of Full Members C.

Non-Executive Director D a member of the Non-Executive Board appointed by the General Meeting, as a result of a binding nomination made by the meeting of Full Members D.

Non-Executive Director E a member of the Non-Executive Board appointed by the General Meeting.

Non-Voting Members the Associate Members IAPA, NTB/OTO Members, Sector Association Members, Honorary Members, Association Members, Student Members, Starter Members and Associate Members.

NTB/OTO Member a NTB/OTO Member to which the rights are attached as provided in these Articles of Association.

Sector Association Member a Sector Association Member to which the rights are attached as provided in these Articles of Association.

Starter Member a Starter Member to which the rights are attached as provided in these Articles of Association.

Student Member a Student Member to which the rights are attached as provided in these Articles of Association.

Voting Members the Full Members A, Full Members B, Full Members C, Full Members D and Full Members G.

1.2 References to “Articles” refer to articles which are part of these Articles of Association, except where expressly indicated otherwise.

1.3 Terms that are defined in the singular shall have the corresponding meaning in the plural and vice versa.

Article 2. Name and Corporate Seat.

2.1 The Association’s name is: World Youth, Student and Educational (WYSE) Travel Confederation.

2.2 The Association has its corporate seat in Amsterdam, the Netherlands.

Article 3. Objects.

3.1 The objects of the Association are to contribute to the personal and professional growth of students and young people and to generate positive impact on global community by fostering international understanding, education, cultural exchange and responsible international travel, by way of:

a. promoting educational, cultural and social travel among students and young people;

b. promoting international education, student travel and youth travel as a force for international understanding;

c. promoting the unique social and economic values of international education, youth travel and student travel to governments, relevant national and international organisations and to the travel industry;

d. responding to the challenges of changing market and industry forces and the growing demand for international education, youth travel and student travel;

e. promoting the development of international education, youth travel and student travel organisations in countries where they do not exist and to help strengthen such organisations in countries where development is limited;

f. engaging in advocacy to facilitate the movement of young travellers, students and cultural exchange participants;

g. building a representative and diverse membership and to strengthen the voice of those promoting youth travel, student travel and international education;

h. supporting the efforts of organisations and institutions whose specialised activities and services enable students and youth to experience the benefits of travel and international education; and

i. performing all that is related to the above in the widest sense or may be conducive thereto.

3.2 The Association shall pursue its objectives by, among other things:

a. articulating a vision of the broader social and economic value of international education, youth travel and student travel as a personal development and educational aspiration of all young people;

b. supporting, implementing, and disseminating research and market intelligence;

c. providing a framework to encourage co-operation and collaboration among members and facilitating the exchange of information and trade in products, services and expertise between members and with governments, industry, non-governmental organisations, and the educational community worldwide;

d. conducting all activities to support this exchange including conferences, seminars, and meetings, the exchange of information and literature and maintaining an efficient technical collaboration between the Members of the Association;

e. maintaining standards for the conduct of all association activities and compliance with the codes and financial provisions that regulate quality in the Association; and continue to perform all that is related to the above in the widest sense.

Article 4. Membership.

4.1 Members can be:

a. natural persons:

b. legal entities;

c. governmental organizations;

d. non-governmental organizations;

e. partnerships and other companies that are not a legal entity (“partnerships”), which maintain an enterprise in the similar field as the Association.

4.2 The Association can have:

a. Full Members A (with voting rights);

Full Members A can only be Members who are organisations operating in youth travel and budget accommodations. As per the moment the Full Member A does not comply with the above-mentioned quality requirement, he can be suspended or his membership can be terminated in accordance with article 7.

b. Full Members B (with voting rights);

Full Members B can only be Members who are organisations specialising in work, au pair or cultural exchange and volunteering. As per the moment the Full Member B does not comply with the above-mentioned quality requirement, he can be suspended or his membership can be terminated in accordance with article 7.

c. Full Members C (with voting rights);

Full Members C can only be Members who are organisations specialising in insurance and travel safety I child protection. As per the moment the Full Member C does not comply with the above-mentioned quality requirement, he can be suspended or his membership can be terminated in accordance with article 7.

d. Full Members D (with voting rights);

Full Members D can only be Members who are organisations specialising in language and study abroad. As per the moment the Full Member D does not comply with the above-mentioned quality requirement, he can be suspended or his membership can be terminated in accordance with article 7.

e. Full Members G (with voting rights);

Full Members G can only be Members who are organisations who have activities similar to those of the Association and that do not fall into one of the categories Full Members A, Full Members B, Full Members C or Full Members D or who wish to take a general membership.

f. NTB/OTO Members (without voting rights);

NTB/OTO Members can only be Members who are government authorities responsible for the development and marketing of tourism in a specific country, namely national tourism administrators or official tourism organisations with official sanction to operate on behalf of government authority at any level, local, regional or national. As per the moment the NTB/OTO Member does not comply with the above­-mentioned quality requirement, he can be suspended or his membership can be terminated in accordance with article 7.

g. Sector Association Members (without voting rights)

Sector Association Members can only be Members who are founding sector associations of WYSE Travel Confederation with legal seat in Copenhagen, Denmark, with activities related to the objectives of the Association, created to represent a significant sector interest within youth and student travel and international education services. As per the moment the Sector Association Member does not comply with the above­-mentioned quality requirement, he can be suspended or his membership can be terminated in accordance with article 7.

h. Honorary Members (without voting rights)

Honorary Members are partner organisations or individuals that have a special relationship with the Association. It is up to the Management Board to decide if there is a special relationship.

i. Association Members (without voting rights)

Association Members can only be Members who are associations with activities related to the objectives of the Association, created to represent a significant regional sector interest within youth and student travel and international education services. As per the moment the Association Member does not comply with the above- mentioned quality requirement, he can be suspended or his membership can be terminated in accordance with article 7.

j. Student Members (without voting rights)

Student Members can only be Members who are individuals registered as student with a university. As per the moment the Student Members does not comply with the above-mentioned quality requirement, he can be suspended or his membership can be terminated in accordance with article 7.

k. Starter Members (without voting rights)

Starter Members can only be Members with a maximum of five (5) full-time employees (FTE) and for a maximum period of two (2) years. As per the moment the Starter Member does not comply with the above-mentioned quality requirement, he can be suspended or his membership can be terminated in accordance with article 7.

l. Associate Members (non voting);

Associate Members can only be Members who are small organisations specialising in youth and student travel who only have one site of operation. As per the moment the Associate Member does not comply with the above-mentioned quality requirement, he can be suspended or his membership can be terminated in accordance with article 7.

m. Associate Members – IAPA (non voting);

Associate Members -IAPA can only be Members who are organisations who are au pair agencies.

As per the moment the Associate Member IAPA does not comply with the above­-mentioned quality requirement, he can be suspended or his membership can be terminated in accordance with article 7.

4.3 The Management Board may adopt a profile setting out what quality the Members must comply with.

Article 5. Obligations of the Members.

5.1 Members are obliged to comply with requests from the Association to furnish statistical data and otherwise support research endeavours.

5.2 Members are obliged to pay a membership fee as further set out in the rules and regulations.

5.3 The Association may by a decision of the Management Board or the General Meeting impose other obligations -whether or not of a financial nature – on Members.

Article 6. Admission of the Members.

6.1 The Management Board shall decide on the admission of Members, with due observance of Article 2. If the Management Board has adopted a profile, this is taken into account when assessing whether to admit Members.

6.2 In case of non-admission as a Member, the General Meeting may still decide to admit such Member.

Article 7. Termination of the Membership.

7.1 Without prejudice to the provisions of Article 9.2, the membership of a Member shall terminate:

a. if the Member is:

  • a natural person: by death;
  • a legal entity: upon the ceasing to exist of the legal entity other than pursuant to a statutory merger or de-merger;
  • a legal entity being declared bankrupt and this bankruptcy having become final and conclusive or in the event of a shareholder being granted leave by a Court of Law temporarily to suspend the payment of his debts (surseance van betaling) or has been granted final debt restructuring (schuldsanering); and
  • a partnership: upon the liquidation of the partnership concerned;

b. upon notice of termination by the Member;

c. upon the transfer or passing of the membership to, or the acquisition by, a third party;

d. upon notice of termination by the Such termination is permitted if:

  • a Member fails to comply with the conditions for membership as set forth in the Articles of Association;
  • a Member fails to comply with its obligations towards the Association; or
  • the Association cannot reasonably be expected to continue the membership;

e. by expulsion. An expulsion may only be ordered if a Member breaches these Articles of Association, or the regulations or resolutions of the Association, or prejudices the Association in an unreasonable manner.

7.2 Notice of termination by the Association shall be given by the Management Board.

7.3 Termination by the Member or the Association may only take place as per the end of a financial year and with due observance of a notice period of three (3) However, the membership can be terminated immediately if the Member or the Association cannot reasonably be expected to continue the membership.

7.4 A notice given in violation of the provisions of Article 3, first sentence, shall terminate the membership at the earliest possible date after the date on which notice was given.

7.5 In addition, a Member may give notice of termination of its membership with immediate effect within one month after having been notified of a resolution restricting its rights or increasing its obligations towards the In that case the resolution shall not apply to it. A Member is not entitled to terminate its membership on such grounds if such resolution concerns the change of financial rights and obligations.

7.6 A Member may give notice of termination of its membership with immediate effect within one month after having been informed of a resolution to convert the Association into a different legal form or to merge or de-merge the Association within the meaning of Title 7, Book 2 of the Dutch Civil Code.

7.7 Expulsion of a membership is done by the Management Board.

7.8 The Member concerned may appeal to a resolution to terminate the membership by the Association on the grounds that the membership cannot reasonably be expected to continue and a resolution to expulsion from the membership within one month of receipt of the notification of such resolution, by requesting the Dutch Arbitration Institution (Nederlands Arbitrage Instituut) to appoint an adviser, in order to reach a decision about the resolution in In that case the decision taken by the adviser shall carry the same force as a decision taken by the general meeting. He shall be informed as soon as possible in writing of the decision. During the appeal period, and pending the appeal, the Member is suspended.

7.9 If the membership terminates during a financial year, the annual contribution shall nevertheless be payable.

Article 8. Transfer of membership.

8.1 The membership of the Association may be The provisions of Article 9 shall apply mutatis mutandis.

8.2 The membership of a Member/legal entity can, by virtue of a statutory merger or de­ merger, be acquired by an acquiring legal entity, with prior approval of the Management Board and with due observance of Article 2. The provisions of Article 9 shall apply mutatis mutandis.

8.3 A membership can be transferred by private or notarial deed and notification thereof to the Association, with prior approval of the Management Board with due observance of Article 4.2.

Article 9. Register.

9.1   The Management Board shall keep a register in which the names and addresses of all Members are recorded. The Management Board will record for each member its membership class and whether or not it has voting rights.

9.2   Each Member must provide the Association with its address and notify the Association of any change therein in writing; this address shall apply towards the Association as long as the Member has not notified the Association in writing of another address. All consequences of failure to provide its address or to notify of any change therein shall be at the expense and risk of the Member.

Article 10. Organisation Management Board.

10.1 The Association is managed by a Management Board consisting of one ( I) or more Executive Directors, a Non-Executive Director A, a Non-Executive Director B, a Non­ Executive Director C and a Non-Executive Director D. Furthermore, the Association can have a number of Non-Executive Directors E to be determined by the General Meeting. Non Members can also be appointed as Executive or Non-Executive Director. Only natural persons can be Non-Executive  Directors.

10.2 The Management Board is not required to appoint a treasurer and a secretary from among its midst.

10.3 Each Managing Director is charged with all management tasks that have not been allocated to one (1) or more other Managing Directors. Each Managing Director is responsible for the general conduct of affairs. The Association’s Executive Board is charged with the daily management of the Association and is chaired by the Director General. The Association’s Non-Executive Board is charged with the supervision of the performance of duties by the Managing Directors of the Association and is chaired by the Chairperson. The Non­-Executive Directors cannot be deprived of the task of supervising the performance of duties by Managing Directors. The provision of the previous sentence is without prejudice to the fact that all Managing Directors are required to supervise the functioning of the Management Board as a whole.

10.4 Subject to these Articles of Association, the Management Board may draw up rules governing its internal affairs. Such regulations may not be in conflict with these Articles of Association. The Managing Directors can divide their work among themselves and confer the titles that belong to the allocated tasks on Managing Directors, by virtue of rules or written resolutions of the Management Board.

10.5 The Management Board meets as often as the Director General or the Chairperson of the Board so desire.

10.6 The Managing Board can incidentally delegate specific powers regarding affairs that fall outside the specified duties of the Association’s Executive Board to the Executive Board.

10.7 The Management Board is led by the Chairperson of the Board, who is appointed by the General Meeting from among the Non-Executive directors. The General Meeting can revoke this appointment at any time.

10.8 The Chairperson of the Board inter alia has the following duties and powers:

a. convening meetings of the Management Board, both at his own initiative and at the request of the Director General or at the request of any Managing Director;

b. chairing meetings of the Management Board, as well as General Meetings. In the event that the Chairperson of the Board is absent, the meeting appoints is own chairperson.

10.9 The executive management of the Association will be performed by Executive Directors. One of the Executive Directors carries the title Director General. The Director General is appointed to office by the Non-Executive Directors. The Director General is the chairperson of the Executive Board

Article 11. Appointment and dismissal.

11.1 The Executive Directors and the Non-Executive Directors shall be appointed by the General Meeting.The Non-Executive  Director A, Non-Executive Director B, Non-Executive Director C and Non-Executive Director D are appointed by the General Meeting from a binding nomination in the manner as described below.

a. The appointment of the Non-Executive Director A shall result from a binding nomination, made by the meeting of Full Members A;

b. The appointment of the Non-Executive Director B shall result from a binding nomination, made by the meeting of Full Members B;

c. The appointment of the Non-Executive Director C shall result from a binding nomination, made by the meeting of Full Members C; and

d. The appointment of the Non-Executive Director D shall result from a binding nomination, made by the meeting of Full Members D.

The Management Board is held to send an invitation to make a binding nomination within two weeks after the respective vacancy has arisen. The binding nomination shall be made before the General Meeting in which the respective Non-Executive Director shall be appointed. The binding character of a nomination can only be set aside by a resolution of the General Meeting adopted by at least two-thirds (2/3) of the votes cast representing more than half of the Voting Members of the Association. If the list of nominees contains only one name, a resolution in respect of the list shall result in the nominee being appointed, unless the list is deprived of its binding character.

11.2 A Non-Executive Director retires not later than three (3) years following his appointment. A retired Non-Executive Director can be reappointed for another term of a maximum of three (3) years. After a maximum of two (2) full three (3) year terms a retired Non-Executive Director can only be reappointed after standing down for two (2) years. A Non­-Executive Director can be appointed a maximum of four (4) full three (3) year terms accumulatively.

11.3 A Managing Director may at any time be suspended or removed by the General Meeting.

11.4 Any suspension may be extended one or more times, but may not last longer than three months in the If, at the end of that period, no decision has been taken on termination of the suspension or on removal, the suspension shall end.

11.5 Without prejudice to the provisions of Article 2 and 11.3, the membership of the Management Board of a Managing Director shall end:

a. with respect to a Managing Director appointed from the Members: upon the termination of the membership of the Association of the Member concerned;

b. by written resignation (thank you);

c. by death of the Managing Director;

d. by insolvency;

e. by expiration of the period for which the Managing Director has been appointed or, as the case may be, resigning by rotation;

f. by removal.

11.6 If the number of Managing Directors in office is less than the number established by the General Meeting, the remaining Managing Directors or the only remaining Managing Director shall form a competent Management The Management Board is, however, obliged to convene a General Meeting as soon as possible to fill the vacancy or vacancies.

11.7 In the event that one or more Managing Directors is/are unable to act or is/are absent, the other members of the Management Board or the sole remaining member of the Management Board will be temporarily charged with the entire In the event that the Director General is unable to act or is absent, the Non-Executive Directors will appoint a person -from among their members or otherwise -who will act as an Executive Director and will have the title of temporary Director General. This person will temporarily act as Director General for that purpose. In the event that a temporary Executive Director is appointed form among the Non-Executive  Directors, he loses the position of the Non­-Executive Director. A resolution of the Non-Executive Directors referred to in this paragraph can only be adopted by a majority of two-thirds (2/3) of the votes cast by the voting Non-Executive Directors in a meeting at which all voting Non-Executive Directors are present. In the event that all members of the Management Board are unable to act or absent, one or more persons designated for this purpose from time to time by the General Meeting will be temporarily charged with the management.

Article 12. Meetings and decisions.

12.1 Meetings of the Management Board are held in the municipality in which the Association has its corporate seat or such other location as the Management Board shall Management Board meetings shall be held regularly, but at least three (3) times a year.

12.2 The Management Board shall be entitled to assign, under its responsibility, certain parts of its duties to committees to be appointed by it.

12.3 The Management Board shall be authorised to conclude agreements to acquire, alienate or encumber registered property, to conclude agreements whereby the Association binds itself as surety or joint and several co-debtor, makes an effort on behalf of a third party or binds itself for the security of a debt of a third party and to represent the Association in such transactions.

12.4 The Management Board may also adopt resolutions without holding a meeting, provided such resolutions are adopted in writing and all Managing Directors have expressed themselves in favour of the proposal concerned.

12.5 A Managing Director cannot be represented at a meeting of the Management Board by a proxy holder based on a (written) proxy.

12.6 The Management Board requires the approval of the General Meeting for such resolutions as the General Meeting by its explicitly defined resolution has adopted and made known to the Management The absence of the approval required pursuant to this paragraph does not affect the representative authority of the Management Board or the Executive Director(s).

Article 13. Representation; conflicts of interest.

13.1 The Association shall be represented by the Management Board as well as by the a Executive Director acting solely.

13.2 The Management Board may appoint officers with general or limited power to represent the Association. Each officer shall be competent to represent the Association, subject to the restrictions imposed on him. The Management Board shall determine each officer’s title. The authority of an officer thus appointed may not extend to any transaction where the Association has a conflict of interest with the officer concerned, any other officer or with one or more Managing Directors.

13.3 In all cases where the Association has a conflict of interest with one or more Managing Directors, the provisions of Article 1 shall apply unimpaired unless the General Meeting has appointed one or more persons to represent the Association in the case at hand or in such cases. A resolution of the Management Board with respect to a matter involving a conflict of interest with a Managing Director acting on his own behalf shall be subject to the approval of the General Meeting, but the absence of such approval shall not affect the authority of the Management Board or Executive Director to represent the Association.

Article 14. Financial Year and Annual Accounts.

14.1 The Association’s financial year shall coincide with the calendar year.

14.2 Annually, not later than six months after the end of the financial year, save where this period is extended by the General Meeting by not more than four months by reason of special circumstances, the Management Board shall prepare annual accounts and make them available at the Association’s office for inspection by the Members.

14.3 Within the same period, the Management Board shall also deposit the annual report for inspection by the Members, unless Section 2:396, subsection 7, or Section 2:403 of the Dutch Civil Code applies to the Association.

14.4 The annual accounts shall consist of a balance sheet, a profit and loss account and explanatory notes.

14.5 The annual accounts shall be signed by the Managing Ifthe signature of one or more of them is missing, this shall be stated and reasons for this omission shall be given.

14.6 The Association may, and if the law so requires shall, appoint an accountant to audit the annual Such appointment shall be made by the General Meeting. The Management Board shall be authorised to do so when the General Meeting fails to appoint an accountant. The accountant shall report on his audit to the Management Board. The accountant shall set out the results of his audit in a certificate as to whether the annual accounts give a true and fair view. The accountant’s certificate will be made available to the Members in accordance with Article 14.8. The provisions of Section 2:393 of the Dutch Civil Code shall apply accordingly to the extent possible.

14.7 If no accountant’s certificate as referred to in Article 6 is made available, then the General Meeting shall appoint annually from among the Members a finance committee of at least two persons who may not be Managing Directors. The finance committee shall examine the annual accounts and report their findings to the General Meeting. If the examination of the annual accounts requires special knowledge of accounts, the finance committee may request assistance from an expert. The Management Board shall be obliged to furnish the finance committee with all the information required, to show cash and assets, if so desired, and to allow inspection of the books and records of the Association.

14.8 The Association shall ensure that the annual accounts, the annual report and the information to be added by virtue of Section 2:392, subsection 1, of the Dutch Civil Code are kept at its office as from the day on which notice of the General Meeting in which the annual accounts shall be discussed is The Members may inspect the documents at that place and obtain a copy free of charge.

Article 15. Adoption of the Annual Accounts and Release from liability.

15. 1 The annual accounts shall be adopted by the General

15.2 After adoption of the annual accounts, the General Meeting shall pass a resolution concerning release of the Managing Directors from liability for the exercise of their duties, insofar as the exercise of such duties is reflected in the annual accounts or otherwise disclosed to the General Meeting prior to the adoption of the annual The scope of a release from liability shall be subject to limitations by virtue of law.

Article 16. Powers General Meeting.

All powers in the Association that have not been conferred on the Management Board by law or pursuant to these Articles of Association shall be vested in the General Meeting.

Article 17. Annual General Meeting.

17.1 The annual General Meeting shall be held each financial year.

17.2 The agenda for the annual General Meeting shall at least contain the following matters of business:

a. discussion of the annual report (unless Section 2:396, subsection 7, or Section 2:403 of the Dutch Civil Code applies to the Association);

b. discussion and adoption of the annual accounts and, if applicable, the report referred to in Article 14.7;

c. release from liability of Managing Directors;

d. allocation of the surplus, if any;

e. if applicable: the appointment of a committee referred to in Article 7 for the next financial year;

f. filling of any vacancies;

g. other matters presented for discussion by the Management Board or a Member.

Article 18. Other General Meetings.

18.1 Other General Meetings shall be held as often as the Management Board deems such

18.2 Further, at the written request of a number of Members entitled to cast not less than one­ tenth of the votes, the Management Board shall convene a General Meeting within a period of not less than four weeks after the request was If the request has not been complied with within fourteen days, the applicants may then proceed to convene the meeting themselves in the manner as set out in Article 19 or by making an announcement in at least one daily newspaper, widely read in the place in which the Association is established. The applicants may then charge persons other than Managing Directors with the conduct of the meeting and the preparation of the minutes.

Article 19. Notice, agenda and place of meetings.

19.1 Notice of General Meetings shall be given by the Management Board, without prejudice to the provisions of Article 18.2.

19.2 Notice of the General Meeting shall be given no later than eight (8) weeks prior to the day of the meeting.

19.3 The notice convening the General Meeting shall specify the matters to be Other matters not specified in such notice may be announced at a later date, but no later than two (2) weeks.

19.4 The notice of the General Meeting shall be sent to the addresses of the Members shown in the register of Members

19.5 General Meetings shall be held in the place where the Association has its statutory seat, in the place where the World Youth and Student Travel Conference is held, and also in each place decided upon by the Management Board and notified to the Members by the notice mentioned in Article 19.1.

Article 20. Admittance and meeting rights.

20.1 Each Member and each Managing Director shall be entitled to attend the General Members may be represented in a meeting by a holder of a written power of attorney. Suspended Members and suspended Managing Directors shall not be entitled to attend.

20.2 At each General Meeting, each person present or represented with voting rights must sign the attendance The chairperson of the meeting may decide that the attendance list must also be signed by other persons present or represented at the meeting.

20.3 A Managing Director who is not a Member shall have the right to give advice in the General Meeting.

20.4 The General Meeting shall decide on the admittance of other persons to the meeting.

Article 21. Chairperson and secretary of the meeting.

21.1 The General Meetings shall be presided over by the Chairperson of the Board or his In their absence, the Managing Directors present at the meeting shall appoint a chairperson for the meeting from among their midst. The Management Board may appoint a different chairperson for a General Meeting.

21.2 If the chairpersonship of a General Meeting is not provided in accordance with Article 21.1, the chairperson of the meeting shall be appointed by a majority of the votes cast by the persons with voting rights present or represented at the meeting.

21.3 The Chairperson of the meeting will designate a secretary for the meeting.

Article 22. Minutes.

22.1 The secretary of a General Meeting shall keep minutes of the proceedings at the The minutes shall be adopted by the meeting or by the following General Meeting and, as evidence thereof shall be signed by the chairperson and the secretary of that meeting.

22.2 The chairperson of the meeting or the person(s) who convened the meeting may determine that a notarial report must be prepared of the proceedings at the The notarial report shall be co-signed by the chairperson of the meeting.

22.3 The Management Board shall keep record of all resolutions adopted by the General If the Management Board is not represented at a meeting, the chairperson of the meeting shall ensure that the Management Board is provided with a transcript of the resolutions adopted as soon as possible after the General Meeting. The records shall be deposited at the Association’s office for inspection by the Members.

22.4 A resolution of the General Meeting can at any time be evidenced by means of a written statement to that effect from the chairperson or the secretary of the Association.

Article 23. Decision-making.

23.1 Each Voting Member of the Association that is not suspended shall have one vote.

23.2 To the extent that the law or these Articles of Association do not provide otherwise, all resolutions of the General Meeting shall be adopted by a simple majority of votes cast.

23.3 When determining how many votes are cast by Voting Members or how many Voting Members are present or represented, no account shall be taken of Voting Members who are not entitled to vote pursuant to the law or these Articles of Association.

Article 24. Voting.

24.1 All voting shall take place The chairperson is, however, entitled to decide that votes be cast by a ballot. If it concerns the holding of a vote on persons, anyone present at the meeting with voting rights may demand a vote by a ballot. Votes by ballot shall be cast by means of secret, unsigned ballot papers.

24.2 Blank and invalid votes shall not be counted as votes.

24.3 If no majority of votes is obtained in an election of persons, a second free vote shall be In the second free vote a simple majority will be required. If a majority is not obtained in this second free vote, further votes shall be taken until either one person obtains a majority of the votes cast or the election is between two persons only, both of whom receive an equal number of votes. In the event of such further elections (not including the second free vote), each election shall be between the candidates in the preceding election, with the exclusion of the person who received the smallest number of votes in such preceding election. If in the preceding election more than one person has received the smallest number of votes, it shall be decided which candidate should not participate in the new election by randomly choosing a name. If votes are equal in an election between two persons, it shall be decided who is elected by randomly choosing a name.

24.4 Resolutions may be adopted by acclamation if none of the persons with voting rights present at the meeting objects thereto.

24.5 The chairperson’s decision at the meeting on the result of a vote shall be final and conclusive. The same shall apply to the contents of an adopted resolution if a vote is taken on an unwritten However, if the correctness of such decision is challenged immediately after it is pronounced, a new vote shall be taken if either the majority of the persons with voting rights present at the meeting or, where the original vote was not taken by roll call or in writing, any person with voting rights present at the meeting, so demands. The legal consequences of the original vote shall be made null and void by the new vote.

Article 25. Adoption of resolutions without holding meetings.

25.1 Members may adopt resolutions of the General Meeting in writing without holding a meeting, provided they are adopted by the unanimous vote of all Members and with the prior knowledge of the Management Board.

25.2 Each Member must ensure that the Management Board is informed of the resolutions thus adopted as soon as possible in The Management Board shall keep record of the resolutions adopted and it shall add such records to those referred to in Article 22.3.

Article 26. Meeting of Members of a specific class.

26.1 Meetings of Members of a specific class shall be held in all instances which by virtue of these Articles of Association require a resolution of the meeting of Members of a specific class and, furthermore, whenever the Management Board considers it necessary or whenever one or more Members of that class submit(s) a written request to this effect to the management board, stating exactly what issues are to be dealt with. Resolutions of meetings of Members of a specific class shall be adopted with an absolute majority of the valid votes cast.

26.2 If after a request as mentioned in paragraph 1, the Management Board fails to convene a meeting Members of a specific class, in the sense that it is held within four weeks of receipt of that request, the requestor(s) shall themselves be empowered to convene a meeting.

26.3 Notice for a meeting of Members of a specific class to Members of that class shall be given no later than the eighth (8th) day before the meeting, by registered letter, stating the items to be discussed.

26.4 The meetings of Members of a specific class shall be held in the place where the Association has its statutory seat, in the place where the World Youth and Student Travel Conference is held, and also in each place decided upon by the Management Board and notified to the Members by the notice mentioned in Article 26.3.

26.5 Article 20 and Article 24 paragraphs 2, 3 and 5 shall apply mutatis mutandis to meetings of Members of a specific class

26.6 Resolutions of the meeting of Members of a specific class may also be adopted in ways other than by the holding of a meeting, provided that they are adopted by the unanimous vote of all Members of that specific class entitled to vote at that meeting and with the prior knowledge of the Management Board.

26.7 The meeting of Members of a specific class shall itself decide who is to be the chairperson of its meetings.

26.8 The chairperson shall appoint one of the persons present to minute the meeting and he shall adopt the minutes with such secretary and, in evidence thereof, sign them with the The minutes must be entered into a minute book. Where an official report of the meeting is drawn up by a civil law notary, no minutes need be taken and signing of the report by the notary shall suffice.

26.9 Every Member of the respective class shall be authorized to attend the meeting and to address the Each Member of the respective class shall be authorized to exercise his voting rights at the meeting of Members of the respective class.

26.10 ln a meeting of Members of a specific class each Member of the respective class has the right to cast one vote.

Article 27. Amendment of the Articles of Association.

27.1 These Articles of Association may be amended only by a resolution of the General Meeting which has been convened with the notification that an amendment of these Articles of Association will be proposed in that meeting.

27.2 Those who have convened the General Meeting to discuss a proposal to amend these Articles of Association shall, at least one (1) month prior to the meeting, deposit a copy of such proposal containing the verbatim text of the proposed amendment, at a place appropriate for that purpose for inspection by the Members, until the end of the day on which the meeting is held.

27.3 A resolution to amend these Articles of Association shall require a simple majority of the votes cast in a General Meeting.

27.4 An amendment of these Articles of Association shall become effective only after a notarial deed has been drawn up for that Each Managing Director is authorised to execute the deed.

Article 28. Dissolution and liquidation.

28.1 The Association may be dissolved pursuant to a resolution to that effect by the General Meeting. The provisions of Articles 27.1 and 27.2 shall apply accordingly, provided that a resolution to dissolve the Association shall require a majority of three-fourth (3/4) of the votes cast in a General Meeting in which at least forty percent (40 %) of the Voting Members are present.

28.2 If the Association is dissolved pursuant to a resolution of the General Meeting, the Managing Directors shall be the liquidators of the dissolved Association’s property.

28.3 During liquidation, the provisions of these Articles of Association shall remain in force to the extent possible.

28.4 The surplus remaining after liquidation will be distributed to purposes furthering the interests of international education and the youth and student travel However, by the resolution to dissolve the Association another purpose may be given to the surplus.

28.5 After completion of the liquidation, the books and records of the dissolved Association shall remain in the custody of the person to be designated for such purpose by the liquidators for the period prescribed by law.

28.6 The provisions of Title 1, Book 2 of the Dutch Civil Code shall also apply to the liquidation.

Article 29. Regulations.

29.1 The General Meeting may adopt and amend one or more regulations providing matters which are not or not entirely dealt with in these Articles of Association including but not limited to advisory panels.

29.2 The regulations may not contain provisions that are contrary to the law or these Articles of Association.

29.3 Articles 1, 27.2 and 27.3 shall apply mutatis mutandis to resolutions to adopt and amend regulations.