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The Bylaws

The ByLaws of the Stichting Foundation For A Better World
Adopted in the board meeting 12 April 2017

Policy
The policy is laid down with a plan:

This policy plan is updated and revised annually.

Each new version of the policy plan comes into force after being approved at the annual meetings.
The policy plan contains (or: is supplemented with) an annual plan and an annual budget.
The policy with regards to the volunteers working for the foundation is set out separately in the document "Volunteer policy".

Tasks and powers of the board and board members

The board and the board decisions

The board

  • The foundation is managed by a board consisting of at least three members. The number of members is determined unanimously by the board, with due observance of the previous sentence.
  • The board elects a chairman, a secretary and a treasurer from among its members.
  • The treasurer will report to the management board at the latest in the month of June and account for all the expenses the management has carried out during the previous budget year.
  • The board may have the books of the foundation investigated by an external expert who then reports with his findings to the board.

The Supervisory Board

  • Till the moment a director is appointed for the foundation, the function of "the board" changes to that of the Board of Trustees. A director can only be appointed if sufficient financial resources are available. The director takes over the responsibility for a correct management of "the board".
  • The Board of Trustees, formerly "the board", have a controlling role and, if is reason to do so arises, the director will be dismissed and a new director will be appointed. In the period that there is no director, the Supervisory Board is "the board" and then takes care of the entire foundation.

Chairman

  • Governs and represents the foundation
  • Take board decisions (see the section 'Board decisions' in these rules).
  • Can create working groups / project groups for a certain period. Such a group consists of at least one board member and non-board members can also take part in the group. These groups are dissolved after financial settlement with the treasurer and discharged at a board meeting.
  • Determined in ad hoc situations individually to expenses up to 100 Euros.
  • Is not authorized to take out loans. An exception to this is that the board is authorized to accept advances on a multi-year donation.
  • Acts within the set frameworks laid down in, among other things, the policy plan, the annual budget and the project budgets. Board members who do not act within the set frameworks will resign and be eligible for re-election at the next board meeting, on top of the upcoming re-election order.
  • If a vacancy arises or a board member is eligible for re-election, then new candidates can only be nominated by one or more current board members.
  • Exclusively natural persons can take a seat on the board.
  • New board members are appointed by acclamation by the chairman or after a written election, both at a regular board meeting, preferably the annual meeting. Candidate to be board members must be present in person at the meeting or have sent a written declaration of willingness to the chairman.
  • All members of the Board endeavor as a whole or as an individual to maintain the status as ABNI (General Benefit Institution) and to declare their willingness to resign if their presence on the board endangers or could endanger ANBI status.

The Vice-President

  • Replaces the chairman in his absence.
  • Performs a cash check annually prior to the annual meeting. The vice-chairman is supported in this by one of the board members, not the treasurer. Each year, another board member supports the treasurer, in turn.
  • If necessary, make proposals for correction or improvement of the financial administration for the following year.
  • Advises the annual meeting whether or not the treasurer can be granted discharge.
  • Performs an interim cash check the moment the treasurer announces his intention to resign. Advises if grants could be discharged.
  • Is whistleblower: supervises internally the board and the board members (including the chairman) and checks compliance with the articles of association, the rules of procedure and the agreements at the board meetings. Fulfills this role until the Supervisory Board can take over this role.
  • The vice-chairman manages the CRM database, which records the details of board members, former board members, donors and the representatives of the subsidized charities. He or she ensures that this database is up-to-date and reliable, as far as possible.

The Treasurer

  • Performs the financial administration.
  • Ensures the continuity of the financial administration, especially in case of follow-up.
  • Prepares financial statements.
  • Makes the financial part of the annual report.
  • Ensures the financial administration, the way in which the administration is conducted and the financial annual report do not deviate unnecessarily from Guideline 650 Fundraising Organizations.
  • Manages the cash, the bank accounts and any savings accounts and investments.
  • Manages inventory list and inventory, determines if and under which conditions inventory is lent and supervises return delivery.
  • Calculates income (collection actions) and expenditures (projects) and carries out financial controls on these activities in the interim and after completion.
  • Decides independently on expenses up to 250 euros.
  • Assesses whether incurred expenses and expense claims fall within the annual budget, the frameworks for project budgets and / or the agreements made in board meetings.
  • Takes the initiative to discharge the working groups / project groups set up for a certain period.
  • Maintains contact with sponsors and subsidy providers.

The Secretary

Makes a report of each meeting with at least:

  • The date and place of the meeting
  • The present and absent board members
  • The decisions made during the meeting
  • Draws up the non-financial part of the annual report.
  • Receives all incoming mail, directly or through other board members.
  • Takes notice of and handles the mail, engages with other board members where necessary to handle the mail and handles the resulting correspondence.
  • Archives all relevant documents.
  • Ensures, in good cooperation with the webmaster, that the current part of the archive can be downloaded via Google Drive for all board members.

The webmaster (currently vacant)

  • Manages the website.
  • Ensures that the website is available and accessible at all time.
  • Manages the structure of the website.
  • Ensures that the content of the website is current and complete.
  • Performs the final editing of texts on the website.
  • Assesses content that is offered for placement on the website and consults with the chairman if the texts placed if available or not.
  • Ensures that the website and all other internal and external communications meet the corporate identity.
  • Maintains contacts with those who provide texts or other content for the website.
  • The webmaster does the final editing on the semi-annual newsletter and ensures a regular, timely appearance.
  • Ensures the correct usage of the Facebook page.

Decision

  • The board is authorized to conclude agreements to obtain, alienate or encumber registered property.
  • The board is not authorized to enter into contracts, whereby the foundation commits itself as a guarantor or joint and several co-debtor or make a strong claim to a third party or commit itself to securing a debt of another party.

The board

  • Takes decisions with at least two board members who cannot postpone a pending decision, and inform the other board members of such decisions at the first opportunity, board members are jointly and severally liable until the ad hoc decisions at a board meeting have been ratified.
  • Takes all other decisions after scheduling during a board meeting or annual meeting.
  • Takes decisions on the proposals submitted by a simple majority, except for the exceptions described in the articles of association and these by-laws. If a proposal is put on the agenda and none of the members of the Board are asked to vote, it is assumed that the proposal has been adopted.
  • Takes decisions by simple majority of votes on non-scheduled proposals if all board members are present or have issued a power of attorney.

Board Meetings

  • The secretary calls for the meetings. He writes minutes of what has been discussed and decided in the meeting, which are signed by him and the chairman. If the secretary acts as chairman, the minutes are taken by the treasurer.
  • Each member of the board is entitled to a copy of the minutes to be issued by the secretary and to be signed by him.
  • Every board member has the right to place a topic on the agenda, also during the meeting.
  • The board is authorized to take decisions both in and outside meetings. In case of the latter, this requires that all board members cast their vote in writing.
  • Unless otherwise provided in these articles of association, decisions are taken by an absolute majority of votes.
  • The votes shall be oral, unless a member of the board demands a written vote. Voting by acclamation is permitted if none of the board members opposes it.
  • Should a majority vote not be obtained in the vote on persons, a new vote will take place. If no majority is obtained then, in the event of an interim vote, it will be decided between the people to be re-elected.
  • If the votes are tied in an intermediate vote or vote from the lot decides.
  • If a proposal concerns items that don’t have enough votes, it will be considered rejected if the votes are withdrawn. The board can only take valid decisions if at least two thirds of the number of sitting members are present or have been represented by proxy.

Validity

  • The board can only take valid decisions if at least two thirds of the number of sitting members are present or have been represented by proxy.

Frequency

  • The board meets at least once a month and holds an annual meeting once a year. Furthermore, the board meets if the chairman takes the initiative to do so, or if two or more board members request to.
  • Meetings are held at the time when they are scheduled or, if the situation prevents them, within 4 weeks thereafter. Meetings to which a request is submitted will be held within four weeks of the submission of the request.
  • If a meeting is not convened in accordance with the aforementioned requirements, each board member is entitled to convene a meeting with due observance of the provisions of these regulations. A meeting as referred to in the previous sentence provides for its own management and appoints a person who is responsible for preparing the minutes.
  • A board meeting lasts a maximum of 2 hours, an annual meeting not more than 3 hours.
  • At the end of each board meeting, the date of the next regular meeting is determined.

Agenda of the meeting

  • Board members can submit agenda items to the chairman and / or secretary before the meeting; they can draw up the concept agenda in consultation. Urgent points (such as the discharge of the treasurer and the adoption of the annual report) are placed higher on the draft agenda than points that can be postponed;
  • The secretary emails the draft agenda no later than 2 days before the start of the meeting and publishes it on the internal part of the website.
  • At the beginning of each meeting, the agenda is definitively established. Board members have the option to add points to the agenda, to propose points or to move to a next meeting and to propose to change the order of agenda items.
  • Meetings are completed during the meeting according to the agenda; but on his own initiative or on request, the chairman may decide to deviate from that order and / or decide to transfer one or more points to a subsequent meeting.

Responsibility

  • The board is responsible and decided.

Minutes

  • A report (with an overview of activities) is made after every meeting, which is distributed to the board members as soon as possible after the meeting.
  • Drawn draft minutes are discussed and adopted at the next meeting.
  • Recorded minutes are published (even if or not summarized) on the website.

Contribution during the meeting

  • An active contribution is expected from all board members.
  • Ideas from board members are welcome and discussed or can transferred to a subsequent meeting.
  • Each director can nominate one or more substitutes. A substitute does not have the right to vote. A substitute can only be present if the driver is absent.
  • The board may ask the chairman to admit persons other than board members to the meeting. The chairman takes a decision in this.
  • Each director may be represented on the board by another director based on a written power of attorney granted for that purpose, which must be handed over to the chairman of that meeting at the start of the relevant meeting.

Communication

The board recognizes the importance of effective communication with:

  • Donors
  • Subsidized charities
  • Charities eligible for future funding
  • The media

In view of the international character of the foundation, communication in the Dutch and English language areas will be the responsibility of the chairman and responsibility for the PR activities under the responsibility of the board member who performs this task. All communication will be coordinated in advance and in cases when not possible, at the first opportunity afterwards, with the chairman and with the secretary and other board members.

Donations and Declarations

  • Larger donations, multi-year donations, and gifts from the will can be accepted by the notary of the foundation. This should be authorized by deed.
  • Large and / or multi-year donations, if the donor attaches to them, are spent on a goal intended by the donor.
  • Small, one-time or regular donations are deposited as standard on the bank account of the foundation.
  • Donors who donate an amount in cash to one of the board members will receive a signed receipt from the board member. The donation will be reported to the treasurer at the first opportunity and the money will be deposited into the bank account of the foundation within three working days at the earliest.
  • Donations and subsidies received can be reserved and transferred to a subsequent calendar year. However, reserving is not an end in itself, infact: it must be kept to the minimum, only what is necessary for continuity. The policy plan determines the framework for this.
  • In cases where the foundation needs to sign for receipt of goods and / or for the proper use and / or proper removal thereof (or must accept any other condition in writing), the foundation concludes a similar agreement with the charity that receives the goods. In cases where the foundation does not need to sign, it is preferable to sign a contract with the receiving party.
  • Board members are entitled to declare private expenses incurred or any advanced expenses and kilometers driven.
  • For declarations the standard form "Declaration" is used, downloadable from the administration section of the website.
  • Board members are not entitled to declare attendance fees or to compensate themselves for their efforts and / or time use in other ways.

Royement

  • A member of the board can be expelled if he / she caused or would have caused damage to the foundation due to improper management and in that case the director could be seriously accused of this.
  • A board member can be expelled if he / she has missed more than half of the number of meetings between two annual meetings. This rule does not apply to board members who reside abroad and who carry out work for the foundation by virtue of their position in or around their place of residence.

Audit Committee

  • The audit committee checks the annual accounts and the financial annual report.
  • The audit committee must consist of at least two people who are not on the board of the organization. The partner of the chairman and the treasurer are excluded as members of the audit committee.
  • Audit committee members have sufficient financial knowledge to check the annual accounts. The financial committee will be a discussion partner for the treasurer when it comes to the financial report.
  • Only the board has the authority to appoint the members of the audit committee or to remove them from their duties.

Alternate members

  • In case the work of the audit committee cannot be carried out in time, for example due to illness, the board will appoint one or more deputy members.

Social responsibility

  • The foundation not only pursues charitable goals, but also takes efforts to minimize the social footprint.

Final provisions

  • In cases not provided for in the law, the articles of association and these by-laws, the chairman decides.
  • At the first request, all those interested could receive a copy of the Articles of Association and these regulations as well as an electronic copy by e-mail from the secretary. Paper copies will be made available on request at a fee to be determined by the board.

 

 

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