ESTABLISHMENT OF BYLAWS OF THE ASSOCIATION
Today, the sixth of May, two thousand and twenty one,
appeared before me, mr. Roeland Hugo Breedveld, civil-law notary in Leiden:
Mr Johannes George Boudewijn Maria Rohlof, residing at 2334AH Leiden, Van Oldenbarneveltstraat 38, born in Hilvarenbeek on the twelfth of August nineteen hundred and fifty, civil status: married,
hereby acting in execution of a resolution to record the bylaws of the association established in Leiden: World Association of Cultural Psychiatry, with offices at 2334 AH Leiden, Van Oldenbarneveltstraat 38, registered in the Trade Register of the Chamber of Commerce under file number 65082184, hereinafter referred to as : ‘the Association’, and designated to sign this deed, as evidenced by the document attached to this deed.
The person appearing, acting as reported, stated as follows.
CREATION OF ASSOCIATION
The Association was founded on the first of August, two thousand five, as an international membership organization under the aforementioned name to promote awareness of the need to improve the cultural competence of mental health care, to provide reliable psychiatric care to every patient regardless of cultural background, and to promote international cooperation in research, training and education in cultural psychiatry.
The Association was registered in the trade register on the fifteenth of January two thousand and sixteen.
The bylaws of the Association have not yet been included in a notarial deed.
The decision to adopt and notarize the articles of association was taken by the general meeting on the twenty third op April, two thousand twenty one, with due observance of the statutory provisions of convocation and decision-making prescribed for such a decision. A signed extract from the minutes of that meeting is attached to this deed.
With this deed, the Association wants to establish its bylaws and record it in notarial form. It thereby obtains the status of an association with “full legal capacity” as referred to in the second title of Book 2 of the Dutch Civil Code.
In accordance with the resolution of the general meeting, the following articles of association apply with immediate effect.
Article 1 – Name and seat
- The Association bears the name: World Association of Cultural Psychiatry.
- The Association is located in the municipality of Leiden.
Article 2 – Mission and purpose
- The Association strives to promote science and education and to disseminate information about the influence of culture on the experience, expression and control of psychic well-being, emotional distress and mental illness around the world. The Association also strives to foster collegiality and an international exchange between scientists and healthcare professionals to promote the incorporation of culture-related issues into clinical practices, teaching activities and research. The Association promotes equal access to mental health services between social groups, the elimination of health and health inequalities, inclusive approaches to service provision, and the development and promotion of services targeting disadvantaged racial and ethnic groups and other disadvantaged sectors of society.
To achieve these goals, the Association is formed by professionals from all areas of the world dealing with mental health. It strives for a wide and diverse participation of its members.
As a membership organization, the Association is accountable to its members.
The Association’s activities are governed by a series of progressive values that are anti-racist, environmentally friendly (“green”), and opposed to the involvement of organizations that have a legacy of involvement in slavery. These values guide the Association’s financial decisions and other activities.
- The Association aims to:
- a) promote the exchange of academic information and the advancement of international scientific activities in the field of cultural psychiatry;
- support the development of cultural psychiatry activities and organizations in collaboration with psychiatric and mental health institutions and organizations at the national, provincial or local level;
- assist in the coordination of working relationships between national and international organizations in the field of cultural psychiatry;
- organize periodic international scientific meetings in the form of world conferences on cultural psychiatry, regional and national meetings and training or courses in collaboration with affiliated associations,
and the performance of anything related to or conducive to these aims.
- The Association is an independent, non-profit, academic and educational organization.
Article 3 – Membership
- Members of the Association can only be:
Psychiatrists, psychotherapists, health professionals, behavioral scientists or professionals in a related field (e.g., Social Sciences) or trainees in these fields, who are interested in cultural psychiatry and who endorse the purpose and statutes of the association.
Membership is personal and is not eligible for transfer or transmission.
- Members are those who have registered as a member with the Board of Directors and have been admitted as such to the association by the Board of Directors. In case of non-admission by the Board of Directors, there is no possibility of appeal at the general meeting. In the event of non-admission, the Board of Directors gives a candidate member the opportunity to submit a new application for membership in which the candidate member can provide further circumstances and information to the Board of Directors. The secretary administers all applications and submits them to the Board of Directors. If a member is admitted, membership will commence if the membership fee has been paid and the member agrees to the Association’s code of conduct.
- The secretary of the Board of Directors keeps a register of members, in which the names and addresses of all members are included.
Members are expected to allow their data to be collected and reviewed for membership purposes only.
If a member has consented to the convening of a general meeting by means of electronic communication, the address made known by the member for this purpose will be entered in the register of members.
Article 4 – Contribution of the member funds
- The members pay a contribution every three years, the amount of which is determined by the Board of Directors and evaluated by the general meeting.
- The members will be divided into categories that pay different dues. The contribution depends on the level of economic development of the countries from which the members come, according to rules established by the World Bank. The membership fee is determined by the country in which the member works, unless the member is unemployed or retired, in which case the membership fee is determined by the country in which the member resides.
- A member of the Board of Directors cannot receive a reduction of their contribution. Differences in dues based on profession can be set by the Board of Directors, but are subject to approval by the general meeting.
- The Association can look for other sources of financing for its activities. All financing applications are approved by the Board of Directors. Financing by for-profit companies should be unrestricted and unconditional.
Article 5 – Board of Directors, daily management: composition and appointment, Board of Advisors
- The Association is managed by a Board of Directors consisting of fifteen natural persons.
The Board will include at least one member from each of the following eight world regions:
Western, Northern and Southwestern Europe;
Eastern and Southeastern Europe and Russia;
Central and South America and the Caribbean;
the Middle East and South Asia;
Australasia (Australia, New Zealand, Indonesia and the Pacific Islands).
The maximum number of members from a region is three, not including the president and the incoming president (president-elect). The Board of Directors consists of active members of the Association who are committed to achieving its objectives.
When appointing the members of the Board of Directors, the aim is to achieve a balanced composition; over-representation of a continent, country, gender, ethnic, religious, political or cultural group should be avoided.
- The Executive Committee consists of the president, the incoming president, the immediately past president, the treasurer and the secretary, who are as well members of the Board of Directors. The members of the Executive Committee are referred to as Officers.
The Executive Committee is charged with the daily management and activities of the Association and the management of the resources of the Association. The Executive Committee submits an annual budget to the members, which also requires the approval of the Board.
The Board of Directors draws up regulations on the division of tasks between the Board of Directors and the Executive Committee.
- The Board of Directors itself provides for the division of functions, on the understanding that the president is succeeded by the incoming president. The incoming president is chosen from the members of the Board of Directors.
A non-complete board retains its powers.
The Board of Directors ensures that the general meeting can fill any board vacancies as soon as possible.
- The members of the Executive Board are appointed every three years by the general meeting, unless there is an interim vacancy. In that case, a member can be appointed at a by-election.
The members of the Board of Directors are appointed from among the members of the association.
The appointment is made from a nomination. The chairman of the Board of Directors appoints an appointment / election committee consisting of at least three members of the association, which committee is chaired by the incoming president.
This committee is charged with the recruitment of candidates for the Board of Directors. Candidates must be nominated by at least five members, independent of to which region they belong. Nominations are organized by the candidate’s geographic region to meet the distribution requirement for Board membership (minimum one member from each of the eight world regions).
Candidates for the Board of Directors will participate in an election campaign in which they will describe their qualifications and action plans for their three-year term, if elected. No association funds will be allocated to this campaign process, and association officers are not permitted to recommend a candidate in any communication or election process.
Elections to the Board are held at least six months prior to the World Congress. The Board is appointed in a general meeting that is held at least five months prior to the World Congress.
After the Board has been elected, the Board will hold a second election for the officers that integrate the Executive Committee, in which the Board will allocate the functions within the Board, in accordance with the provisions of article 5 paragraph 3.
Candidates for the incoming president present an action plan for their three-year term, including a candidate for a secretary and a treasurer. In accordance with the provisions of article 5, paragraph 3, the members of the newly elected Board are candidates and entitled to vote in the election of the officers. This election will be held at least three months prior to the World Congress.
- a. Members of the Board of Directors are appointed for a term of three years, coinciding with the period between World Congresses. However, the term of the president, incoming president, and immediately past president is limited to one term in each of those roles. If any period between World Congresses exceeds three years, the term of office of a member of the Board of Directors shall be extended up to and including the next World Congress to be held after the appointment in question, but not longer than one year.
Members of the Board of Directors resign according to a schedule to be drawn up by the Board of Directors. A member of the Board of Directors is eligible for reappointment for a maximum of two consecutive terms of three years. A member of the Board of Directors who is not immediately eligible for reappointment can only be reappointed as a member of the Board of Directors after the expiry of a period of three years after the end of his appointment period.
- The member of the Board of Directors appointed in an interim vacancy takes the place of the person in whose vacancy he was appointed according to the schedule.
If, as a result, the first appointment period of the three-year appointment referred to in the vacancy is shorter than three years, the Board of Directors may decide that this appointment period is not taken into account in the application of article 5, paragraph 5, under a.
- The president and the officers of the Board of Directors are authorized to nominate advisers with the necessary skills to support the Board of Directors. These advisers are appointed and dismissed by the Board of Directors.
The president may invite these advisers to attend meetings of the Board of Directors, but they do not have the right to vote.
Article 6 – Board of Directors: termination of office, suspension
- Membership of the Board of Directors ends:
– upon resignation of a member of the Board of Directors;
– after expiry of the term for which the member of the Board of Directors has been appointed;
– death of the member of the Board of Directors;
– by placing a member of the Board of Directors under guardianship or under administration of all his or her assets;
– when the member of the Board of Directors is no longer a member of the Association;
– by dismissal of the member of the Board of Directors on the basis of a resolution of the general meeting;
– if the member of the Board of Directors is declared bankrupt, with a scheme under debt rescheduling for natural persons declared applicable to him or her, or if she or he obtains a moratorium or a similar arrangement under non-Dutch law is applicable;
all this with due observance of the provisions below.
- A member of the Board of Directors can be suspended at any time by the general meeting. The suspension will last for a maximum of three months and can be extended once by the general meeting for a similar period. If there is no dismissal during the suspension, the suspension will end after the expiry of the term. The member of the Board is given the opportunity to account for himself in the relevant general meeting and may be assisted in this by counsel.
Article 7 – Board of Directors: convening, meetings, decision-making
The Board of Directors will draw up regulations that regulate, among other things: the manner of convening, meeting and decision-making, the leadership of the meeting and the voting method of the Board of Directors.
Article 8 – Board of Directors: duties and powers
- The Board of Directors is charged with the management of the Association within the meaning of Article 44, Book 2 of the Dutch Civil Code. Every member of the Board of Directors is obliged to the Association to properly fulfill the task assigned to him. The Board of Directors is obliged to keep records and the associated books, documents and other data carriers in accordance with the financial position of the Association and everything related to the activities of the Association, according to the requirements arising from these activities. to be kept in such a way that the rights and obligations of the Association can be known at all times.
- The Board of Directors is obliged to keep the said books, records and other data carriers for seven years.
Article 9 – Representation
- The Board of Directors represents the Association.
- The power of representation also accrues to two members of the Executive Board acting jointly, including the president.
- The Board of Directors may decide to grant an incidental or continuous power of attorney to one or more members of the Board of Directors and / or others, both together and separately, to represent the Association within the limits of that power of attorney.
Article 10 – Financial year, reporting and accountability
- The Association’s financial year coincides with the calendar year.
- At a general meeting within six months after the end of the financial year, with the exception of an extension of this term by the general meeting, the Board of Directors issues an annual report on the course of affairs in the Association and on the policies pursued. It submits the balance sheet and the statement of income and expenditure with an explanation to the meeting for approval. These documents are signed by the members of the Board of Directors. If the signature of one or more of them is missing, this will be stated together with the reasons.
- The Board of Directors submits the annual accounts to the general meeting for approval.
If no statement from an accountant as referred to in Article 2: 393 paragraph 1 of the Dutch Civil Code is submitted about the accuracy of these documents, the annual accounts will be checked beforehand by an audit committee to be appointed by the general meeting consisting of at least two members who are not allowed to be members of the Board of Directors. A member of the audit committee can be a member of the audit committee for no more than three consecutive years.
The Board of Directors is obliged to allow the audit committee to inspect the entire accounts and the related documents and to provide all information it requires. If the committee considers it necessary for the proper fulfillment of its task, it may be assisted by an external expert.
The committee shall report its investigation to the general meeting, accompanied by an advice whether or not the annual accounts should be approved.
After the annual accounts have been approved by the general meeting, a proposal is made to grant discharge to the Board of Directors for the account and accountability rendered by it.
- In a meeting to be held before the end of the financial year, the Board of Directors adopts a budget of the income and expenditure for the following financial year.
The budget is drawn up by the treasurer and sent to all members of the Board of Directors no later than the penultimate month of the financial year preceding the financial year to which the budget relates.
Article 11 – The general meeting: authority and annual meeting
- All powers in the Association accrue to the general meeting, which are not assigned to the Board of Directors by law or the articles of association.
- A general meeting – the annual meeting – is held annually, no later than six months after the end of the financial year. The annual meeting will include:
- the report of the Board of Directors on the past financial year;
- the proposal whether or not to approve the annual accounts for the past financial year;
- the proposal to grant discharge to the Board of Directors;
- the appointment of the members of the audit committee for the new financial year;
- the appointment of the members of the Board of Directors if vacancies exist; and
- proposals of the Board of Directors or the members, as announced in the notice convening the meeting.
- No later than one month before the end of the financial year, the Board of Directors shall make the budget for the coming financial year available for inspection by the members.
Article 12 – The general meeting: convening and admission
- The general meeting is convened by the Board of Directors.
A number of members, together authorized to cast at least one-tenth of the votes, may request the Board of Directors in writing to convene a general meeting within four weeks of such request. If the Board of Directors has not issued the invitation to the meeting within fourteen days of receipt of that request, the applicants themselves may convene the meeting.
The requirement that the request be made in writing referred to in the previous paragraph is also met if the request has been recorded electronically.
- The general meeting is convened by means of:
– a publication in the Association body; or
– a written message (including e-mail) to the addresses of the members according to the membership register.
The convocation may also take place, if a member agrees, by means of a legible and reproducible message sent electronically to the address provided by the member for this purpose.
- The term of notice is at least fourteen days, not counting the day of the notice and the day of the meeting.
- In addition to the place, date and time of the meeting, the convening notice must contain an agenda showing which subjects are to be discussed.
- All non-suspended members of the Board of Directors and of the Association have access to the general meeting.
- Each member has one vote.
A suspended member has no voting right.
- A member entitled to vote may authorize another member who is entitled to vote to vote on his behalf.
This proxy must be given in writing and submitted to the Board before the vote.
The requirement of written power of attorney is met if the power of attorney has been recorded electronically.
One member cannot represent more than three other members.
- Attendance of at least fifteen members, located in at least five of the eight regions of the world where the association operates, is required to hold a valid general meeting.
Article 13 – The general meeting: decision-making
- Unless otherwise provided in these articles of association, a decision is taken by an absolute majority of the votes of the members present at the meeting, regardless of their number.
Blank and invalid votes, as well as abstentions, do not count towards the decision-making.
- The judgment of the chairman about the result of a vote expressed in the meeting is decisive. The same applies to the content of a resolution passed, insofar as a vote was taken on a proposal not recorded in writing. If the correctness thereof is disputed immediately after the chairman has given his opinion, a recount may take place. A new vote takes place if the majority of the meeting or, if the original vote was not taken by roll call or in writing, a person with voting rights so required. As a result of this new vote, the legal consequences of the original vote will lapse.
- If a majority is not obtained in the vote on the election of persons in the first ballot, a new vote shall take place to select between the two persons who obtained the highest number of votes.
If the votes are tied in the election of persons, an entirely new vote will take place during the meeting after a new consultation period.
- If the votes are tied on a proposal that does not concern the election of persons, the proposal is rejected.
- The chairman determines the manner of voting, unless the general meeting decides at the meeting that the voting should take place in another manner. A proposal to that effect is immediately put to a vote.
A member entitled to vote can also exercise his voting right by means of an electronic means of communication, provided that the person entitled to vote can be identified by means of the electronic means of communication, can directly peruse the proceedings at the meeting and can exercise the voting right.
The Board of Directors can impose conditions on the use of the electronic means of communication. These conditions will be announced in the convocation.
Article 14 – The general meeting: management and minutes
- A general meeting is chaired by the president of the association.
If the president is absent due to unforeseen circumstances, the Board of Directors appoints another member of the Board of Directors as chair of the meeting. If no chair is provided in this way either, the meeting itself provides for its leadership.
- Minutes shall be kept of the proceedings at each meeting by the secretary or, if the secretary is absent due to unforeseen circumstances, by another person designated for this purpose by the chair of the meeting, which minutes shall be confirmed by signature by the chair and the minutes secretary.
Article 15 – Amendment of the Articles of Association
- The articles of association of the Association can be amended by a resolution of the general meeting. When a proposal to amend the articles of association is to be made to the general meeting, this must always be stated in the notice convening the general meeting.
- Those who have called the general meeting for consideration of a proposal to amend the articles of association must, at least five days before the meeting, have a copy of that proposal, including the proposed amendment verbatim, in a place suitable for the members. make available for inspection. This copy must be available for inspection until after the day on which the meeting is held.
- A resolution to amend the articles of association must be passed by a majority of at least two-thirds of the votes cast.
At least half of the members must be present or represented at that meeting.
If the required number of members is not present or represented, a new general meeting can be convened in which the decision can be taken by a majority of at least two-thirds of the votes cast, regardless of the number of members present at this meeting. The notice convening the new meeting must state that and why a decision can be taken, regardless of the number of members present at the meeting.
The aforementioned second meeting will be held no earlier than two weeks and no later than four weeks after the first meeting.
- An amendment to the articles of association takes effect immediately after it has been recorded in a notarial deed. Each member of the Board of Directors is authorized to record an amendment to the articles of association by notarial deed.
An authentic copy of the deed of amendment and a continuous text of the amended articles of association must be filed with the trade register.
Article 16 – Dissolution
- The Association can be dissolved by a resolution of the general meeting.
The provisions of these articles of association regarding a resolution to amend the articles of association apply mutatis mutandis to a resolution to dissolve.
- The destination of any surplus liquidation balance shall be determined together with the resolution to dissolve.
- If the Association no longer has any benefits at the time of its dissolution, it will cease to exist. In that case, the Board of Directors will report this to the trade register.
- The books and documents of the dissolved association will remain for seven years after the Association has ceased to exist in the custody of the person designated by the Board of Directors in the resolution to dissolve. Within eight days of the commencement of his retention obligation, the designated depositary must provide his name and address to the trade register.
Article 17 – Liquidation
- The Board of Directors is charged with the liquidation of the Association’s assets, insofar as no other liquidator (s) has (have) been appointed in the dissolution decision.
- After the decision to dissolve the Association is in liquidation.
The Association will continue to exist after its dissolution if and insofar as this is necessary for the liquidation of its assets.
During the liquidation, the provisions of the articles of association will remain in force as far as possible and necessary.
In documents and announcements issued by the Association, “in liquidation” must be added to the name of the Association.
- A credit balance is transferred to a non-profit institution that has as many similar objectives as possible.
This destination is determined in the dissolution decision, or in the absence thereof, by the liquidator (s).
The liquidation ends at the time when there are no longer any assets known to the liquidators.
In case of liquidation, the Association ceases to exist at the time the liquidation ends. The liquidators will report this to the trade register.
Article 18 – Affiliated organizations
- National, regional and global psychiatry and mental health organizations are invited to affiliate with the Association to establish and maintain close working relationships.
- The Association develops levels of association to regulate the relationship with these organizations with regard to specific collaborations (e.g., international meetings), as well as the possibility of institutional relationships with other organizations.
Article 19 – World Congress
- To promote the scientific activities of cultural psychiatry worldwide, the Association organizes a World Congress of Cultural Psychiatry in principle every three years, with a rotation of locations around the world, making it easier for members from different parts of the world to participate in this conference. The organization of the World Congress is entrusted by the Board of Directors to a specially appointed committee. The members of this committee are appointed and dismissed by the Board of Directors.
- The World Congress is also an occasion for holding meetings of the Board of Directors and the members, without prejudice to the law and the bylaws of the Association.
- The budget for World Congresses is managed separately from that of the Association.
The local organizing committee is solely responsible for the finances of the World Congress. However, if the World Congress generates a surplus after all expenses have been paid, half of this surplus will be transferred to the Association.
Preferably, the locations of the World Congress rotate between the eight geographic regions that make up the Board of Directors, avoiding two consecutive meetings in the same geographic region. The choice of location and conference presidents is made by the Board of Directors, subject to a presentation including a business plan, whereby the geographical location is an additional criterion.
- Subject to approval by the Board of Directors, the World Congress may be jointly organized with one or more local sponsoring organizations.
- A Scientific Program Committee, composed of representatives of various regional and professional groups, is appointed by the Executive Board with the approval of the Board of Directors.
Article 20 – Journal
- The Association sponsors a journal. The journal’s editor-in-chief is nominated by the president of the Board of Directors.
The editor-in-chief nominates the members of the editorial board, in consultation with the president and the Board of Directors.
- The Association sets an annual budget for the operation of the journal. This budget can be revised by the Executive Board.
Article 21 – Other activities of the Association
- In order to promote the participation of and communication between the members of the Association, the members may form committees, such as Special Interest Groups, subject to the approval of the Executive Committee, which highlight specific subjects that promote the objectives of the association.
- The association may develop other activities to achieve its goals, such as regional or international conferences, presentations in conferences organized by other organizations, webinars, websites, training courses, newsletters and other activities.
Article 22 – Regulations
- Both the Board of Directors and the general meeting may adopt regulations. The body that has adopted regulations is authorized to amend and withdraw these regulations.
- Regulations must not conflict with the law or the bylaws of the Association and may not contain provisions that should be regulated by the bylaws, or grant powers to a body that by law or the bylaws belong to another body of the Association.
Article 23 – Other committees
- A group of former presidents may be formed to support the Board of Directors and the officers.
- The Board of Directors establishes a Disputes Committee, the members of which are appointed by the Board of Directors. This Disputes Committee deals with disputes raised by a member of the Association with regard to the election process or the execution of regulations. The Disputes Committee is composed of an officer, a former officer, and a general member, and is chaired by a former president of the Association.
- The Board of Directors establishes an Integrity and Code of Conduct Committee, the members of which are appointed by the Board of Directors. This committee establishes a code of conduct for members of the Association and serves as a consultative body for integrity issues.
(end of articles of association)
- The current Executive Committee will remain in office until the General Members’ Meeting in 2022 and will thus form the Board of Directors until that time.
- The founder of the association, Mr. Goffredo Bartocci, born on the twenty-sixth of May one thousand nine hundred and forty-five in Terni, Italy has been appointed an honorary member of the Board of Directors and as such may attend the meeting of the Board of Directors, but is not a member of the Board of Directors within the meaning of the law or these articles of association and therefore has no voting rights in the Board of Directors.
To this deed is attached:
– minutes of the general meeting.
The appearing person also stated that he had read the contents of this deed in good time.
The deed of which was executed in minute in Leiden on the date stated in the head of this deed.
The person appearing is known to me, civil-law notary.
The content of the deed has been stated and explained to the person appearing. The person appearing has stated that he does not appreciate a full reading of the deed.
Subsequently, this deed was read to a limited extent and immediately afterwards signed by the person appearing and me, civil-law notary.