The WYDO constitution was developed by the board and unanimously voted on as the founding constitution of the organization. The constitution was signed on the 24th of June 2011 and registered at the Chamber of Commerce in The Hague.
INFORMAL TRANSLATION
In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation and if so the Dutch text shall govern by law.
Name and Seat
Article 1
1.1 The foundation shall be called: Stichting World Young Doctors’ Organization, abbreviated name: Stichting WYDO.
1.2 It shall have its seat in the municipality of Wassenaar.
Mission, goals and values
Article 2
2.1 The mission of the foundation is to:
a. provide young doctors around the world with opportunities to work together for the improvement of public health;
b. facilitate networking between young doctors for professional collaboration and recreation;
c. improve the general environment of young doctors in their place of practice;
2.2 The goals of the foundation – without the intention of making profit and for the common cause – are to:
a. be an international forum for young doctors to work on the improvement of public health;
b. support and advocate for the improvement of young doctors’ issues, in particular working environment and career opportunities;
c. survey and convey the opinions of young doctors on a variety of issues;
d. establish partnerships with other organizations;
e. collaborate with partner organizations towards the mission of the foundation;
f. provide and support social and cultural activities for young doctors;
g. perform any further actions, which are related or could be beneficial to the aforementioned goals.
2.3 The values of the foundation are to:
a. respect the individual, regardless of culture, religion or philosophy of life;
b. recognize teamwork and compassion as central for working towards the mission and goals;
c. emphasize collaboration with partner organizations for mutual benefit;
d. be independent of political and commercial influences contradicting the values of the foundation or limiting the activities of the foundation;
e. apply the mission, goals and values in all that the foundation does.
The board: composition, procedure of appointment
Article 3
3.1 The board of the foundation shall consist of at least three board members.
3.2 The board members shall be appointed and removed by the board. Vacancies must be filled as soon as possible. The board shall elect a chairperson, a vice-chairperson, a secretary and a treasurer from its members. Two of these functions may be performed by one person.
3.3 The board members shall be appointed for a period of two years. They shall resign according to a schedule made by the board. A board member who has resigned in accordance with the schedule is immediately for a maximum of two consecutive times re-electable for the same function. Notwithstanding the aforementioned the board may decide with unanimous vote to re-appoint a board member again after two consecutive periods of two years in the same function for an additional period, to be determined at that time. An interim board member shall take the place on the schedule of the board member in who’s place s/he has been elected.
3.4 In the event that there are one or more vacancies on the board the board shall retain its authority.
3.5 The board members shall not receive a salary for their activities. They may however get a reimbursement for the expenses incurred by them whilst performing their duties.
Board: tasks and competences
Article 4
4.1 The board is charged with managing the foundation.
4.2 The board is not authorized to enter into acquisition agreements, alienation and charging of property, unless the decision is taken with a two/third majority of the votes of all the board members.
4.3 The board is not authorized to enter into agreements, in which the foundation acts as guarantor or principal joint debtor, as guarantor for a third party or as security for the debt of another, unless the decision is taken with a two/third majority of the votes of all the board members.
4.4 Inheritances may only be accepted under the privilege of an inventory.
Board: meetings
Article 5
5.1 Board meetings may be held in person or by teleconference, videoconference or similar means. Annually within six months following the end of the accounting year a board meeting shall be held.
5.2 The meetings shall be moderated by a board member who is appointed for this purpose.
5.3 The minutes of the meeting shall be taken by a board member who is appointed for this purpose. The minutes shall be adopted and signed by the persons who acted as chair and secretary during the meeting.
5.4 Presence at the board meeting is for the current board members and those who are invited to the meeting by the board.
Board: decision making
Article 6
6.1 A board member can be represented during a meeting by another board member, after a written power of attorney is given and considered to be satisfactory by the chair of the meeting. A board member may only act as attorney for one other board member.
6.2 The board may also make decisions outside of meeting. A record shall be made of such a decision.
6.3 Every board member has the right to cast one vote. In so far as this constitution does not require a larger majority, board decisions shall be made with a simple majority of the validly cast votes in a meeting or outside of meeting if three quarters of the board members are present or represented. If the votes are equally divided the proposal shall be considered to have been rejected.
6.4 Voting during a meeting shall be done orally, unless one or more board members asks for a written vote before the voting has started.Voting outside a meeting shall be done in writing.
6.5 Blank votes will be considered as not having been made.
6.6 All disputes regarding voting shall be decided by the person chairing the meeting. And in case of decisions outside a meeting the chairperson of the board shall decide in such disputes.
Board: removal from office
Article 7
A board member shall be removed:
a. if s/he dies or in the case that the board member is a corporate entity, if the corporate entity is dissolved or ceases to exist;
b. if s/he loses control of her/his assets;
c. if s/he resigns whether or not via the schedule as mentioned in article 3;
d. if s/he is fired by the jointly remaining board members;
e. if s/he is fired on the basis of article 2:298 of the Dutch Civil Code.
Representation
Article 8
8.1 The board shall represent the foundation.
8.2 Two jointly acting board members have the authority to represent the foundation.
8.3 An appeal to third parties can be made against an action which conflicts with article 4 paragraphs 2 and 3.
8.4 The board can grant powers of attorney to one or more board members, and also to third parties, to represent the foundation within the limits of the power of attorney.
Advisory board
Article 9
9.1 The foundation may have an advisory board composed of natural persons who are competent in the fields of the goals of the foundation.The number of members shall be determined by the board of the foundation.
9.2 The members of the advisory board shall be appointed by the board of the foundation for a period of five years and are unlimitedly re-appointable.
9.3 The advisory board shall appoint its own chairperson.
9.4 In addition to the tasks and authorizations of the advisory board as mentioned in this constitution, the advisory board may advise the board of the foundation, asked and unasked.
9.5 The membership of a member of the advisory board ends:
a. if s/he dies;
b. if s/he loses control of her/his assets;
c. if s/he resigns whether or not after the five year period as mentioned in this article;
d. if s/he is fired by the jointly remaining members of the advisory board;
e. if s/he is fired by the board of the foundation.
Committees
Article 10
The board is authorized to establish committees in order to encourage projects in certain working fields. The tasks and goals of a committee shall be defined in bylaws.
Accounting year and financial statements
Article 11
11.1 The accounting year of the foundation is the same as the calendar year.
11.2 The board must maintain an administrative record and the related books, documents and other data carriers, regarding the financial situation of the foundation and everything related to its activities in accordance with the requirements resulting from these activities. These records must be retained such that at any time the rights and obligations of the foundation may be reviewed.
11.3 The board is obliged annually and within six months following the end of the accounting year to develop and adopt a written statement of the accounts and a statement of the assets and liabilities of the foundation. The accounts and the statement of assets and liabilities can be checked by one of the board’s designated certified public accountants, accountant-administrative consultant or a different expert in compliance with article 2:393 of the Dutch Civil Code. This expert shall develop and submit a report to the board following her/his investigation and shall present the result of the investigation in the form of a statement regarding the reliability of the aforementioned accounts and statement of assets and liabilities.
11.4 The board is obliged to retain the records mentioned in the previous paragraphs for a period of seven years.
11.5 The data on a data carrier may be transferred to a different data carrier and retained, provided that the transfer takes place with correct and complete reproduction of data and that these data remain available for the full retention period and may be made available within a reasonable period of time.
Bylaws
Article 12
12.1 The board is authorized to make bylaws regarding issues which in the opinion of the board require (further) regulation.
12.2 The bylaws may not conflict with the law or with the constitution.
12.3 The board is authorized to alter or to terminate the bylaws.
Changing the constitution
Article 13
13.1 The board is authorized to alter the constitution. A decision on altering the constitution must be taken unanimously in a meeting in which all board members are present or represented.
13.2 The alteration must be issued by notarial deed or else shall be considered void. Each board member is individually authorized to execute such a deed.
13.3 The board members are obliged to provide the commercial register with an authentic copy of the alteration and the altered constitution.
Dissolution and liquidation
Article 14
14.1 The board is authorized to dissolve the foundation.
14.2 The decision of the board to dissolve the foundation is subject the provisions set out in article 13 paragraph 1.
14.3 In the event that the board decides to dissolve the foundation any remaining positive balance in the account shall be disbursed by the board according the goal of the foundation for the benefit of an organization as is meant in article 6.33, paragraph 1, part b of the Dutch Income Tax Law, or for the benefit of in any other recipient which serves the common cause.
14.4 Following dissolution the board members shall execute the liquidation, unless in the event that other liquidators have been appointed to execute the liquidation.
14.5 Following liquidation the books and records of the dissolved foundation shall remain in the care of the person designated by the liquidators for the duration of the term specified by the law.
14.6 Liquidation shall be in compliance with of Title 1, book 2 of the Dutch Civil Code.
Closing provisions
Article 15
15.1 In all situations in which neither the law nor this constitution provide, the board shall decide.
15.2 In this constitution in writing is understood to include every message made using the generally accepted written communication.
15.3 The first accountancy year of the foundation ends on the thirty-first of December two thousand and eleven.
