FOUNDATION OF AN ASSOCIATION

This twenty-sixth day of October two thousand and ten before me, Mr. Petrus Leopoldus Elisa Maurice de Meijer, civil-law notary in Amsterdam, came:

1. Mr Willem Koops, born in Noorddijk (The Netherlands), on the first day of June nineteen hundred and forty-four, of Dutch nationality, holder of drivers license with number 4776322307, residing in 1082 NH Amsterdam, Bulgerstein 31, married, herein after to be called: “founder under 1”;
2. Ms Janina Prins, born at Hoorn on the twenty-seven day of March on nineteen hundred and eighty-three, choosing domicilie at the office-address of Lubbers en Dijk notarissen, 1075 AC Amsterdam, Koningslaan 4, in this matter acting as attorney authorised in writing of:
3. Mrs Josefa Juana Amelia Rodrigo López, born in Gerona (Spain), on the fifth day of January nineteen hundred and fifty, of Spanish nationality, holder of foreign passport with number 0893418, issued in Santa Cruz de Tenerife on the twenty-eighth day of February two thousand and two, residing in Santa Cruz de Tenerife, Balcon del Ramonal 9 (Spain), married, herein after to be called: “founder under 2”.

Founder under 1 and founder under 2 herein after together to be called: “founders”.-

The appearers declared to establish an association with the following

 

ARTICLES OF ASSOCIATION

Name

 

Article 1

 

The Association shall be known as the European Association of Developmental Psychology or, by abbreviation, “EADP”.

 

Seat and legal identity

 

Article 2

 

The Association has its statutory seat in the municipality of Utrecht, the Netherlands.

The Association possesses legal personality under the laws of the Netherlands.

 

Objective

 

Article 3

 

The objective of the Association is the advancement throughout Europe of education into developmental psychology for the public benefit. In furtherance of this objective the Association shall generally be empowered:

a)  to stimulate, support or conduct research on human development in the European context;
b)  to promote scholarships and appropriate publications in this field;
c)  to act as an European information Exchange by any means considered appropriate;
d)  to foster links with other national and international organizations with similar aims;
e)  to further the European Journal of Developmental Psychology and a internet site;
f)  to create two awards, one for young scientists (the George Butterworth Award) and one for senior scientists (the William Thierry Preyer Award);
g) to promote excellence; and in particular:
h) to organize the biennial European Conference on Developmental Psychology (ECDP).

 

Financial year

 

Article 4

 

The financial year runs from the first of January to the thirty-first of December inclusive.

 

Organs of the Association

 

Article 5

 

The Association has the following bodies:

a)  the General Assembly;
b)  the General Council;
c)  the Executive Committee.

 

Members

 

Article 6

 

1.  The Association consists of members, student members and honorary members.
2.  Members of the Association may be individuals meeting one of the following criteria:

a)  having completed a university or equivalent training at degree level in an area relevant to the study of human development;
b)  being professionally involved in the area of human development and/or having published research that contributes to the understanding of human development.

3.  Eligible for student membership are students who are following an education for an academic degree in the field of developmental psychology.
4.  Any winner of the William Thierry Preyer Award will become an honorary member of the Association.

 

Membership

 

Article 7

 

1.  Admission of new members is decided upon nomination by two members of the Association or by one member of the General Council, on the basis of the criteria specified in Article 6.
2.  In case of refusal by the General Council the General Assembly may still decide on admission.
3.  Honorary members are appointed for life. Honorary members are not due any subscriptions to the Association.
4.  Membership shall terminate for members, student members and honorary members upon:

a)  the death of a member;
b)  written notice of termination by a member prior to the end of a financial year, sent to the Secretary;
c)  only with respect to members and student members by written notice by the Association if:

i)  a member fails to pay his/her membership dues;
ii)  the General Council resolves to terminate a membership in case a member does not or does no longer meet the criteria mentioned in article 6 of these Articles of Association;

d)  Removal from membership by the General Council.

Removal may occur if a member acts in contravention of the Articles of Association, the by-laws or resolutions of the Association or causes harm to the Association. The member shall be notified of the proposal for removal, in writing, the reason therefore shall be stated. The member may contest the proposal for removal and may appeal against it at the first General Assembly following the proposal.

5.  During the period of appeal and pending the appeal the member is suspended.
6.  In case a membership ends in the course of the financial year nevertheless the membership dues can not be reclaimed.

 

Subscriptions

 

Article 8

 

Following a proposal by the General Council, the General Assembly decides on the membership dues.

 

General Assembly

 

Article 9

 

1.  All powers of the Association not conferred to other constituent bodies by law or these Articles shall vest in the General Assembly.
2.  The General Assembly shall be held at least once a year. The Executive Committee has the right to convene the General Assembly as deemed necessary.
3.  All members of the Association may attend the General Assembly. Each member is entitled to one vote. A member can grant a proxy to another member to cast his vote. Resolutions are to be adopted by a majority of the votes cast, except where these Articles of Association provide otherwise.
4.  Resolutions may only be adopted on subjects which are mentioned on the agenda. The President shall determine the manner of voting. If a vote relating to persons does not lead to a resolution, a decision shall be taken by tossing a coin. In the event of a tie in the voting on subjects other than the appointment of persons, the proposal shall be deemed to have been rejected.
5.  The (provisional) agenda, prepared by the Executive Committee, shall be sent to the members at least one month prior to the meeting, together with the convening of the General Assembly.
6.  If one/tenth of the membership, makes a request in writing to the Executive Committee to convene a General Assembly, whilst specifying the subjects to be dealt with, the Executive Committee is obliged to convene a General Assembly for such purpose.
7.  A unanimous decision by all members, even though they are not in a meeting, has, provided that the General Council has been informed, the same effect as a resolution of the General Assembly.

 

The General Council

 

Article 10

 

1.  The General Council shall consist of at least five and at most nine members, comprising the members of the Executive Committee and other members as appointed by the General Assembly. In the General Council the members of the Executive Committee fulfill the same task they have in the Executive Committee. The composition of the General Council reflects the regions of Europe and the diversity of disciplines in the science of developmental psychology.
2.  The members of the General Council shall be appointed for a term of two years by the General Assembly on the basis of a binding nomination by the Executive Committee. At least ten members of the Association can jointly make a proposal to the Executive Committee for the appointment of members of the General Council. The binding character of a nomination may be set aside by a resolution of the General Assembly adopted with at least two/thirds of the votes cast. At the end of the term of two years, the members of the General Council are eligible for reappointment.
3.  The General Assembly shall appoint the President elect, the Secretary and the Treasurer in person. The President elect is appointed for the successive terms of President elect, current President and past President.
4.  The General Council shall be entrusted with the management of the Association. The General Council shall meet every year. The General Council shall decide which proposals are to be submitted to the General Assembly.
5.  Resolutions of the General Council shall be adopted by a majority of the votes cast by the General Council members present. Resolutions can be adopted on subjects included on the agenda only. The agenda shall be sent to the members of the General Council by the Secretary one month in advance.

 

The Executive Committee

 

Article 11

 

1.  The Executive Committee consists of at least four and not more than five members, elected from the members of the Association by the General Assembly. The Executive Committee consists of the President, the President elect, the past President, the Secretary and the Treasurer. The post of Secretary and Treasurer may be held by the same person.
2.  The members of the Executive Committee are appointed for a period of two years.
3.  The Executive Committee shall take care of the day-to-day management of the Association. It shall take the decisions necessary for such purpose and submit to the General Council all suggestions which it considers useful.

 

Suspension and removal of officers

 

Article 12

 

A member of the General Council or the Executive Committee may, even if appointed for a specified period time, be suspended or dismissed by a resolution of the General Assembly passed with no less than two/thirds of the votes cast in that meeting.

 

Representation

 

Article 13

 

The General Council shall represent the Association. Representative authority may also be exercised by the President in co-operation with the Secretary or the Treasurer or by the Secretary in co-operation with the Treasurer.

 

Special and advisory committees

 

Article 14

 

1.  Upon proposal of the Executive Committee the General Council may set up one or more special committees either for a determined or undetermined duration and having a specified assignment, among which a conference committee.
2.  The chairman and the members of such a committee shall be appointed by the General Council upon the non-binding nomination by the Executive Committee for a period up to two years with a possibility of re-appointment.
3.  The committee shall carry out is assignment in close consultation with the Executive Committee. The chair shall regularly report to the Executive Committee on the findings of the committee and on the progress of its work.
4.  The Executive Committee may set up one or more advisory committees either for a determined or undetermined duration and having a specified assignment.
5.  The chairman and the members of an advisory committee shall be appointed by the Executive Committee for a period up to two years and with a possibility of re-appointment.

 

Annual report – Statements of account

 

Article 15

 

1.  At a General Assembly the General Council held within six months after the end of the financial year – unless this period had been extended by the General Assembly – shall submit an annual report on the course of business of the Association and on the policy conducted. It shall submit the balance sheet and the statement of income and expenditure with notes for the approval of the General Assembly. These documents shall be signed by the members of the General Council; if one or more signatures are missing, this shall be stated providing an explanation.
After expiration of such period every member may commence proceedings against all the members of the General Council for the enforcement of these obligations.
2.  The General Assembly may, in response to a nomination made by the General Council, appoint for a period of four years each time a Dutch accountant as referred to in paragraph 1 of article 2:393 of the Dutch Civil Code, who shall be entrusted with auditing the annual accounts of the Association. The Accountant is authorized to use all auditing methods which are permitted under Dutch law or are in accordance with customary practice in the Netherlands.
Each year the accountant shall present to the General Council the report on the audit he has conducted. If no accountant is appointed the provisions of paragraphs 3, 4 and 5 of article 15 of these Articles are applicable.
3.  Unless a certificate from an accountant as referred to in paragraph 1 of article 2:393 of the Dutch Civil Code is submitted to the General Assembly in respect of the correctness of the documents mentioned in paragraph 4, the General Assembly shall annually appoint a committee of at least two members who may not form part of the General Council. The committee shall examine the annual report and shall report on its findings to the General Assembly.
4.  The Executive Committee must provide the committee for its examination with all information requested by it and show it, if so desired, the cash and valuables and allow it to inspect the books, records and other data carriers of the Association.
5.  The committee may be relieved from its task by the General Assembly at any time, but only through the appointment of another committee.
6.  The Executive Committee shall keep the accounting records, vouchers and other data carriers referred to in paragraphs 3 and 4 of the present article for a period of seven years.
7.  Annually, the following subjects will be considered at the General Assembly mentioned in paragraph 2 of article 9 and in paragraph 1 of this article:

a)  the annual report and the annual statements of account as referred to in this article and the findings of the aforementioned committee;
b)  the appointment of the committee mentioned in this article for the next financial year.

 

Amendment of the Articles of Association and dissolution of the Association

 

Article 16

 

1.  No amendment of the Articles of Association may be made other than by a resolution of a General Assembly, convened by notice of the Executive Committee stating that an amendment of the Articles will be proposed there at, and including an extract of said proposal containing the verbatim text of the proposed amendment.
2.  A resolution for the amendment of the Articles will require at least two/thirds of the votes cast.
3.  On penalty of nullity, an amendment of the Articles shall be laid down in a notarial deed.
4.  The provisions of paragraphs 1 up to and including 3 of this article shall apply, mutatis mutandis, to a resolution to dissolve the Association.
5.  In the event of dissolution, the Association shall be liquidated by the Executive Committee. The Associations assests will be disposed of as far as possible in accordance with the objectives of the Association.

 

By-laws

 

Article 17

 

1. The General Assembly will be competent to lay down one or several by-laws.
2. By-laws may not be in conflict with the law, also in cases where it will have no mandatory provisions, nor may any by-laws be in conflict with the articles.

 

Final provision

 

Article 18

 

The appearers declared that in case of dispute about the contentes of the deed, the Dutch text will prevail.

 

Final statements

 

1.  The first financial year will end at the end of two thousand and ten.

2. For the first time the number of members of the General Council will be fixed at eight (8) and the following persons will be appointed members of the General Council:

1. the founder under 1;
2. the founder under 2;
3. Mr. David Lackland Sam, born in Takoradi (Ghana), on the fourteenth day of June nineteen hundred and fifty-six;
4. Mrs Valérie Michèle Tartas, born in Talence (France), on the twenty-eighth day of May nineteen hundred and seventy-four;
5. Mrs Jaana Kaariina Salmela-Aro, born in Helsinki (Finland), on the twenty-sixth day of December nineteen hundred and sixty-one;
6. Mrs Ana Maria Tomás de Almeida, born in Penalva do Castelo (Portugal), on the eighteenth day of September nineteen hundred and fifty-seven;
7. Mrs Christiane Spiel, born in Wenen (Austria), on the twenty-seventh day of October nineteen hundred and fifty-one;
8. Mr Matthias Joerg Reitzle, born in Poessneck (Duitsland), on the seventh day of June nineteen hundred and fifty-five.

 

Final stipulation

 

The Statutes laid down in this deed is based on the following unofficial English translation thereof, which has been approved by the Association. The English translation shall never prevail over the Dutch text.

The power of attorney to the appearer is evident to me, the civil-law notary, from the deed to be appended to this original.

 

End deed

 

The appeares are know to me, the civil law notary. This deed, drawn up as an original, was passed in Amsterdam on the date stated in the preamble of the present deed. After the sum and substance of the text of this deed had been stated and explained to the appearers, they declared to have taken cognizance of the text of this deed and not to insist on it being read out in full. There upon, after a restricted reading-out in accordance with the law, this deed was signed by the appearers and by me, the civil law notary.