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Articles of Association & By-laws – What the Vonk?!

Despite the rewards that those attending the General Meetings (GM) receive: exclusive insider-information about how the association is being run and how the money is being spent, the chance to decide on important policies through participating in votes - we understand that you might not have the time or enthusiasm to attend these often overextending (and in all honesty mostly boring) meetings. The last GM on the 8th of March presented the proposed changes to the By-laws and the official Articles of the Association; this article will expand on what these are and why they needed changing, so keep reading!

Every foundation or association in the Netherlands is required by law to describe the internal legal rights and rules of the association. In the case of a discussion about responsibilities or the rights that we as members possess, everyone should be able to point back to the Articles of Association, which have been established in agreement with the whole association.

On the 1st of July of 2021, the new Wet Bestuur en Toezicht Rechtspersonen (Governance and Supervision act) went into effect. It was introduced with the aim of preventing any personal interests conflicting with those of the association, for example through excluding the board member from voting when they have a secondary personal interest to the result of the vote. This means that the Articles of Association needed an update, and with that the By-laws of Scintilla too. The 92nd board worked hard throughout and after their board year to properly keep these documents up to date.

The articles of association now describes the process through which a member can protest the decision that has had their membership retracted by the board. A vote would need to be held at a GM, where the board has the responsibility to organize one. Also updated, is the scenario of the very unfortunate case of the whole board not being able to take responsibility anymore. Then, at the GM, a person or group of persons would be appointed for a limited time. It is now also specified that the board is not authorized to enter any contracts with the association acting as a deposit or taking part in the responsibility of a debt made by a third party.

A requirement is the new article that describes that board members cannot be present at decision-making moments where they have a personal benefit that goes against that of the association. Which probably is a lot more important to very high revenue companies or other commercial businesses.

For the by-laws, a new article 1 is added that describes often used abbreviations or terms that might need expansion. Article 2 now describes in more detail how the board is allowed to exclude groups from activities based on eccentric properties of members such as study year or member types.

Articles 31-36 describe the various payment methods through which members can repay their debts they are due to Scintilla. Also, STORES’ relation to the association and constitutional conditions are described in more detail in articles 50-53. The same goes for the Study trip committee (SRC) in articles 54-56. It goes even more in depth into the Supervisory board to the SRC, which you can find right afterwards, starting from article 56, but probably won’t be relevant to you.

Article 77 introduces a new code of conduct, which follows the university-wide established ‘code of conduct for acceptable and unacceptable behavior’. It lists very clearly what is considered unacceptable behavior: what is considered intimidation, sexual harassment, aggression, violence, bullying and discrimination and can be found here. If you do not feel safe at the university and you are the victim of unacceptable behavior, article 4 explains the procedures through which a student could file a report or a complaint.

All in all, the process that started as an obligation imposed by the government, also led to a great reorganization of the by-laws which increased the readability and clarity by a whole lot! With added chapters on important abbreviations, the STORES and the SRC, the information has been structured more clearly. The added code of conduct is a good read if you haven’t before; creating a positive atmosphere for everyone is something that also everyone is responsible for.