As it is a Dutch Association, the Dutch text is binding. To request this document in the original Dutch, please email Iris.
Foundation of The Cyclists' Alliance
Today, the twenty-third day of November two thousand and seventeen appeared before me, Mr Hermanus Jacobus Maria van den Eerenbeemt, notaris (Civil law notary) in Amsterdam:
- Mrs Iris Slappendel, unmarried and not in a registered partnership, living [REDACTED] (municipality Krimpenerwaard), born in Gouda on February eighteen nineteen hundred eighty five, whose identity was established on the basis of a Dutch passport, number [REDACTED].
- Mrs Natalie van Gogh, unmarried and not in a registered partnership, living [REDACTED] (municipality Haarlemmermeer), born in Schiedam on September fourteen nineteen hundred seventy four, whose identity was established on the basis of a Dutch passport, number [REDACTED].
The persons appearing made the following statements:
Articles of Association of the The Cyclists' Alliance
- General Assembly – the institution of the Association formed by voting members of the Association
- Management board – the management board of the Association
- Written – by letter, fax or e-mail, or by message transmitted via another accepted means of communication and can be received electronically or written as long as the identity of the sender can be determined with sufficient certainty
- Articles of Association – the Articles of Association of the Association
- Association – the legal person to whom the by-laws relate
The Association’s name shall be: THE CYCLISTS’ ALLIANCE.
Domicile, Offices, Administration
The Association’s registered office is in the municipality of Ouderkerk aan den IJssel (municipality Krimpenerwaard). It may also have additional offices and/or administrations in other places, to the extent that this is desirable.
Objective, Purpose, Scope of Tasks
The Purpose of the THE CYCLISTS’ ALLIANCE; hereinafter «the Association»; a non-profit organisation, is:
- in particular, to promote, to support, to advise and to represent female professional cyclists and their interests in any way possible;
- to support, to advise and to represent such professional cyclists vis-à-vis national and international sports associations, organisations and organisers as well as sponsors and other persons and/or companies;
- to serve as a forum for the exchange of any type of information in connection with cycling;
- to promote the collaboration between their members on a national and international level;
- to strengthen the financial and legal status of female professional cyclists.
The Association intends to achieve these purposes among other things as follows:
- represent the common interests of the female professional cyclists and the sport of women’s cycling;
- collaborate with national and international sports associations and organisations in the sport of women’s cycling;
- membership in and/or co-operation with other institutions and organisations having similar or identical purposes.
Membership and Donors
- Any individual shall be eligible for Membership in the Association who is any one of the following:
- An active professional cyclist participating in UCI events, in the possession of a UCI licence, from 16 years and older.
- A former professional cyclist who was in the possession of a UCI licence five (5) years ago or less.
- The management board shall keep a up-to-date register with the names and addresses of all members.
- Donors are those who have declared to be willing to support the association financially with a minimal amount, set at the General Assembly.
- Donors have no other rights or duties then the ones granted and imposed by the statutes.
- Admission to the Association is made through the management board on the basis of a written application to the management board.
- In the event the management board refuses admission, the applicant can appeal to the General Assembly, which has the power to still grant admission.
End of Membership
- Membership will end when:
- a member ceases to exist;
- on notice of termination by the Member;
- through termination by the Association. This can occur when a member has ceased meeting the requirements for membership as set in the articles of the Association, when a member fails to fulfil its obligations toward the Association and when the Association cannot reasonably be expected to allow the membership to continue.
- by dismay. Disqualification from membership may only be pronounced if a member acts in violation of the Constitution, regulations or resolutions of the Association or if the Member unreasonably damages the Association. Disqualification by the management board shall take place in such a way that the Member shall be notified in writing of the decision, stating reasons.
- Termination of the membership is done by the management board.
- Termination of the membership by the member or the Association can only be done at the end of the financial year and with a notice period of four weeks.
- Membership shall end immediately if it cannot be reasonably demanded of the Member to have the membership continue.
- A termination in opposition to the previous section, does terminate the membership as early as possible from the date termination has been requested.
Within one month of the time a member has been informed of a resolution to convert the Association into another legal form or merger it according to ‘Title 7 Book 2 of the Dutch Civil Code’, each member can immediate terminate membership.
- Within one month of the time a member has learned of or is notified of a decision restricting members’ rights or increasing their duties (except for a change to monetary rights and obligations), each member can immediate terminate membership.
A member is not authorized to exclude a decision, in which his financial rights and obligations have been changed, to his way by termination his membership.
- The management board carries out disqualification of membership.
- Disqualification from membership carried out by the Association – when a member has ceased meeting the requirements for membership as set in the articles of the Association, when a member fails to fulfil its obligations toward the Association. When the Association cannot reasonably be expected to allow the membership to continue, when a decision of dismay has been made towards the applicant – the Member concerned shall be entitled to lodge an appeal with the General Assembly within one month of receipt of the notification.
Disqualification by the Board shall take place in such a way that the Member shall be notified in writing of the decision, stating reasons.
During the appeal period and pending the appeal, the member concerned is suspended, with the understanding that the suspended member has the right to justify in the General Assembly.
- If membership ends in the course of a financial year, the annual contribution shall continue to be payable in full by the Member.
- The rights and duties of a donor can be mutually terminated at all times barring the financial obligations will be fulfilled for the financial year.
- The General Assembly can decide that ordinary members and donors shall owe annual dues. They can be classified in multiple categories with different dues.
- The General Assembly can grant a member full or partial dispensation from the obligation to pay dues.
- The Board is, after granted permission by the General Assembly, qualified to connect commitments to the membership.
- The management board consists of at least three (3) natural persons appointed by the General Assembly, with the understanding that the members of the first management board are stated in this deed.
The appointment of directors is done from the members of the Association, barring to the next provision of this Article.
- The General Assembly can decide to appoint one (1) director outside the members.
End of Membership Management Board, Periodic retirement, Suspension
- Every director, even when appointed for a certain period of time, can be fired or suspended at all times by the General Assembly.
A suspension that is not followed by a dismissal within a period of three months ends after that period.
- Every director resigns no later than three years after his appointment, according to a schedule of resignation to be drawn up by the management board.
The one who resigns is eligible for re-election; whoever is appointed in an interim vacancy will take the place of his predecessor on the schedule.
- The membership of the management board ends furthermore:
- by ending the membership of the Association in respect of a director appointed from the members;
- by thanking.
- The management board (except the first management board whose members are appointed in office) appoints from its midst a president, a secretary and a treasurer.
The management board can appoint a replacement for each of them from among its members.
A director can hold more than one position.
- Of the proceedings at every meeting of the management board, records are drawn up by the secretary and adopted and signed by the president and the secretary.
- Decisions of the board may be taken in writing instead of in a meeting, provided with the unanimous vote of all directors.
- House rules may regulate more about meetings and decisions made by the management board.
Board’s Tasks, Representation, Fees
- 1. Subject to the restrictions according to the Articles of Association, the management board is charged with the management of the Association.
- If the number of directors has dropped below three (3), the management board will remain competent.
However, the management board is obligated to convene a general meeting as soon as possible in whom the provision in the vacancy/vacancies is discussed.
- The management board is authorized, under its responsibility, to have certain parts of its task carried out by committees appointed by the board.
- The management board is, with approval of the General Assembly, authorized to decide to enter into agreements for the acquisition, disposal and encumbrance of registered property, to enter into agreements whereby the Association becomes a guarantor or a joint and several joint debtor, to enter into agreements whereby the Association advances surety for a third party or assumes security for a the debt of another party and to the representation of the association in respect of these acts.
The absence of the before-mentioned permission of the General Assembly can be appealed to third parties.
- The General Assembly is authorized to subject decisions of the management board to its approval.
These decisions must be clearly described and communicated to the management board in writing.
- Notwithstanding the provisions of paragraph 4 of this Article, the Association is represented by the management board.
The authority to represent is also granted to two joint managing directors.
- A reward can be awarded to the directors.
Costs are reimbursed to the directors on presentation of the supporting documents.
Management report, Account and Accountability
- The financial year of the Association coincides with the calendar year.
- The management board is obliged to keep an administration of the asset state of the Association and everything concerning the activities of the Association to the requirements arising from this work, and to preserve the books, documents and other data carriers belonging to it, in such a way that the rights and obligations of the Association can be known at all times.
- Within six months after the end of the financial year, the management board will issue a management report on the course of affairs in the Association and on the policy pursued at the General Assembly, except the case the General Assembly extends this period by a maximum of four months.
The management board submits the paper on the balance sheet and the statement of income and expenses with an explanation to the General Assembly for approval.
The directors sign these documents; if the signature of one or more of them is missing, this will be reported, stating reasons.
After the expiry of the term, each member can demand that the directors of the joint management comply with these obligations.
- The General Assembly annually appoints from the members a financial committee of at least two persons who may not be a member of the management board.
The financial committee shall examine the documents referred to in the second sentence of paragraph 3 of this Article and report the findings to the General Assembly.
The management board is obliged to provide the financial committee with all information requested by it for its investigation, if desired to show the cash register of the Association and its values and to make the books, documents and other data carriers of the Association available for consultation.
- If the examination of the account and accountability requires special accounting knowledge, an expert can assist the financial committee.
- The burden of the financial committee can be revoked at any time by the General Assembly, but only by the appointment of another financial committee.
- The management board is obliged to keep the books, documents and other data carriers referred to in paragraphs 2 and 3 of this Article for seven years, without prejudice to the provisions in paragraph 8 of this Article.
- The data recorded on a data carrier, with the exception of the balance sheet put on paper and the statement of cost-benefit, can be transferred and stored on another data carrier, provided that the transfer takes place with accurate and complete representation of the data and this data is available during the entire storage period and can be made legible within a reasonable time.
- All Association’s powers, which are not assigned to the management board by law or the by-laws, are granted to the General Assembly.
- The ordinary general assembly takes place within the first six calendar months of the year.
The annual meeting will include:
- the management report and the account and accountability referred to in Article 13 with the report of the commission referred to therein;
- the appointment of the committee referred to in article 13 for the next financial year;
- provision for possible vacancies;
- proposals from the management board or the members, announced at the convocation of the meeting.
- The management board can request exceptional general assemblies, if the management board desires so or of this is required by law or the by-laws.
- In addition, upon written request from at least such a number of members as is entitled to cast at least one tenth of the votes, the management board is obliged to convene a general meeting within a period of no more than four weeks after submission of the meeting request.
If the request is not complied with within fourteen days, the applicants themselves may proceed to such a convening by convocation in accordance with Article 18 or by advertising in a widely read daily newspaper in at least one place where the association is established and possibly by advertising in an international daily newspaper, with due observance of the notice period referred to in Article 18.
The applicants can then charge others than directors with the management of the management of the meeting and the preparation of the records.
Voting and Rights
- All members of the Association, the director who is not a member of the Association and all donors have access to the General Assembly.
Suspended members do not have access to the General Assembly, except as provided in paragraph 8 of Article 7 and suspended directors.
- Admission of any other persons then mentioned in paragraph one of this Article shall be decided in the General Assembly.
- Each non-suspended member of the Association has one vote.
The director, who is not a member of the Association, has a consultative voice.
- A member can grant another member their vote by writing.
- If the management board has opened the possibility to exercise voting rights by electronic means of communication during the convocation to a General Assembly, the members are authorized to exercise their voting rights by electronic means of communication, provided that (i) the conditions are set for the use of the means of communication such as the connection, the security etc. are announced in the convocation, (ii) the member can be identified, (iii) the member can directly view the papers at the meeting, and (iv) if this possibility is opened, the member can take part in the deliberations.
- If the management board has opened the possibility by writing, it is allowed to apply an electronic vote prior to the General Assembly, although not before 30 days before the assembly, on a specific e-mail address.
These votes are equated with votes released in the General Assembly.
- The president of the Association or his deputy leads the General Assemblies.
If the president and his deputy are absent, the management board shall appoint one of the other directors as president.
If this still does not led to a president, the meeting itself provides for this.
Until then, the oldest person present at the General Assembly observes the presidency.
- At every General Assembly the secretary makes records of the proceedings or another person appointed by the president, which are adopted and signed by the president and the minutes secretary.
Those who convene the General Assembly can draw up a notarial record of the proceedings.
The content of the records or of the notarial record is brought to the attention of the members.
Decision-making of the General Assembly
- The opinion of the president pronounced at the General Assembly regarding the result of a vote is decisive.
The same applies to the content of a decision taken in so far as the vote was taken on a proposal that was not laid down in writing.
- However, if the correctness of the judgment referred to in the first paragraph is disputed, a new vote shall be taken if the majority of the meeting or, if the original vote was not issued jointly or by ballot papers, and the person entitled to vote this requires.
Due to this new vote, the legal consequences of the original vote will expire.
- In so far as the Articles of Association or the law do not provide otherwise, all decisions of the General Assembly shall be taken by an absolute majority of the votes cast.
- Blank votes and invalid votes are considered non-cast.
- If no person has received an absolute majority in an election of persons, a second ballot, or in the case of a binding nomination, a second ballot between the nominated candidates shall take place.
If no-one has obtained the absolute majority again, then re-votes take place until either a person has received the absolute majority or if voted between two persons and the votes ceased.
In the case of reported votes (not including the second ballot), the votes are always between the persons eligible in the previous ballot, except for the person who received the smallest number of votes in the preceding ballot.
If in that preceding vote the smallest number of votes was cast on more than one person, lots will determine which of those persons can no longer cast a vote in the new voting.
In the event of a tie in a vote between two persons, the lot decides which of them is elected.
- If the votes ceased, the proposal is rejected, without prejudice to the provisions of paragraph 5 of this Article.
- All votes are taken orally.
However, the president can determine that the votes are cast by means of ballot papers.
If it concerns an election of persons, an attending person entitled to vote may also require the votes to be cast by means of ballot papers.
Voting by means of ballots is done with unsigned closed notes.
Decision-making by acclamation is possible, unless a voting person requires roll-call vote.
- A unanimous decision by all members provided with prior knowledge of the management board, even if they are not in a meeting, has the same force as a decision of the General Assembly.
This also applies to decisions to amend the Articles of Association or to dissolve the Association.
- As long as all members are present or represented at a General Assembly, valid decisions can be adopted, provided it is adopted unanimously, on all subjects that are at stake - including a proposal to amend the Articles of Association or to dissolve the association - even if the convocation has not been made in the prescribed manner or if any other provision, concerning the convocation and the holding of meetings or a related formality, has not been observed.
Convening General Assembly
- The management board convenes the General Assemblies, without prejudice to the provisions of article 14 paragraph 4.
The convocation shall be made in writing to the addresses (including e-mail addresses) of the members according to the register referred to in Article 5 and the donors.
The period for the convocation shall be at least seven (7) days.
If a member or a donor agrees to this in writing, the convocation may be made by a legible and reproducible message sent electronically to the address that has been made known to the Association in writing for this purpose.
- The convening notice shall state the items to be discussed and the place of the meeting, without prejudice to the provisions in Articles 19 and 20.
Amendment of the Articles of Association
- Notwithstanding the provisions of Article 17, paragraphs 8 and 9, no changes can be made to the Articles of Association other than by a decision of a General Assembly, which has been called up with the announcement that an amendment to the Articles of Association will be proposed.
- Those who convened the General Assembly for the consideration of a proposal to amend the Articles of Association, have to place, at least five days before the meeting, a copy of that proposal, in which the proposed amendment has been worded verbally, on a suitable place for the members available for inspection until the end of the day on which the meeting is held.
- A decision to amend the Articles of Association requires at least two-thirds of the votes cast at a meeting at which at least two thirds of the members are present or represented.
If not two thirds of the members are present or represented, then a second meeting shall be convened within four weeks of the first meeting, regardless of the number of members present or represented, can be decided, provided that a majority of at least two-thirds of the votes cast.
- An amendment to the Articles of Association does not take effect until a notarial record has been drawn up.
Every director is authorized to execute the notarial record.
Dissolution of the Association
- The Association can be dissolved by a decision of the General Assembly.
The provisions of paragraphs 1 and 3 of Article 19 equally apply.
- After the dissolution the liquidation is done by the directors.
The management board may decide to appoint other persons as liquidator.
- The positive balance after liquidation will be transferred to those who, at the time of the decision to dissolve, were members.
Each of them receives an equal share.
However, another decision can also be made with the decision to dissolve to the positive balance.
- After the liquidation, the books, the documents and other data carriers of the dissolved Association remain under custody of the liquidators designated person during the prescribed period by law.
- Incidentally, the provisions of Title 1 Book 2 of the Dutch Civil Code of application are also applicable to the liquidation.
- The General Assembly may adopt house rules.
- The house rules may not be in conflict with the law, even where it does not contain mandatory law, nor with the Articles of Association.
The first financial year of the Association runs until the thirty-first December two thousand eighteen.
This article expires after the first financial year has ended.
Finally, the persons appearing declared, in order to implement Article 9 (1) and Article 11 (1) that the management board for the first time exists of two persons and that the directors of the Association will be:
- Mrs Iris Slappendel, aforementioned, as president;
- Mrs Natalie van Gogh, aforementioned, as treasurer and secretary.