ARTICLES OF ASSOCIATION
Name and registered office
1.1. The foundation bears the name: Stichting Open Access Scholarly Publishers Association. The abbreviated name of the foundation is: Stichting OASPA.
1.2. It has its registered office in the municipality of The Hague.
Object and means
2.1. The object of the foundation is to support and represent the interests of publishers of scholarly Open Access (OA) journals and scientific and scholarly OA books, in all scholarly, scientific and technical disciplines.
2.2. This objective will be pursued by, inter alia:
a. providing a forum for the exchange of experience and information with respect to making scholarly and scientific findings available in OA form;
b. promoting a generally accepted definition of OA publishing, of “best practices” and ethical standards in the field of scholarly OA communication;
c. promoting the development of business and publication models that support the publishing of OA journals and OA books;
d. promoting fully Open Access journals and fully Open Access Books policies to safeguard the viability of these publications;
e. informing scientists, scholars and the general public about the benefits of OA journals and OA books, about the important role of publishers in the publication process and on the various political and policy developments stimulating OA publishing;
f. contributing to the development and dissemination of innovative ways of scientific and scholarly communication, falling within the definition of OA and contributing to related activities that demonstrate the opportunities that OA offers to the scientific and scholarly community.
2.3. The foundation does not intend to make a profit with the totality of its activities that are aimed at realising or promoting its object.
3.1. The capital of the foundation shall be formed by:
a. income from the foundation’s activities;
b. contributions from members;
c. subsidies and endowments;
d. that which is acquired through testamentary dispositions and specific legacies; testamentary dispositions can only be accepted under the benefit of inventory;
e. other incomes.
3.2. The capital of the foundation serves to realise its object.
3.3. The foundation shall not hold more capital than is reasonably required for the continuity of the work foreseen for the benefit of its objective.
3.4. Capital required for the continuity of foreseen work as meant in article 3.3 is taken to mean:
a. capital or capital components which have been acquired by the foundation pursuant to testamentary dispositions or endowments, and which, on the basis of conditions attached to said testamentary disposition or endowment, must be maintained, in real terms or otherwise;
b. capital components to the extent such maintenance follows from the foundation’s objective, and
c. to maintain assets and capital components for the foreseen purchase of assets, insofar as the foundation reasonably requires such assets for its object.
3.5. The foundation may perform work or provide services at commercial rates with the objective of making a profit for purposes of financing activities that are aimed at promoting or realising its object.
Board: composition, appointment and end of office
4.1. The foundation shall have a board comprising a number of natural persons to be determined by the board. An incomplete board retains its powers. Any vacancies that arise will be provided for as soon as possible.
4.2. Board members are appointed by the council of members, on the understanding that at least half of the number of board members must consist of representatives of members who obtain at least fifty per cent (50%) of their income from activities related to the publication of fully Open Access journals and fully Open Access books.
The board has the right to submit a binding nomination for the appointment of each board member, with due observance of the provisions of the previous sentence. The binding nature may be removed from any nomination by a decision taken by the council of members carried by at least two thirds of the votes in a meeting in which at least two thirds of the members of the are present or represented. Removing the binding nature of the nomination can only occur within four months after it has been made known to the members. If the binding nature of the nomination of one person is not removed within the aforementioned period of four months, the nominated candidate is appointed, provided that upon this appointment at least half of the number of board members consists of members who obtain at least fifty per cent (50%) of their income from activities related to the publication of fully Open Access journals and fully Open Access books. If the board does not submit a binding nomination within nine months after the vacancy arises or the submitted nomination is deprived of its binding force by a decision as referred to in this paragraph within the specified time, the council of members may appoint at its discretion.
4.3. The board will appoint a chairperson, secretary and treasurer from among its members. The president, the secretary and treasurer are eligible for immediate reappointment at the end of the one year term for which they are appointed. The president, the secretary and the treasurer of the board jointly form the foundation’s executive committee.
4.4. Board members are appointed for a maximum duration of three years and resign according to a schedule of resignation as adopted by the board; a board member who resigns in accordance with the schedule is eligible for immediate re-election, consecutively or otherwise, without limitation. A person appointed to an interim vacancy will take the place on the schedule of resignation of the person in whose vacancy he or she was appointed.
4.5. A board member leaves office:
a. upon his death;
b. by being declared bankrupt, petitioning for court protection from creditors [surseance van betaling] or requesting debt restructuring in the meaning of the Dutch Bankruptcy Act or an equivalent statutory scheme under foreign law that is applicable to the board member concerned;
c. by being placed under administration or otherwise losing the power to freely dispose of his assets;
d. by his voluntary resignation according to the schedule mentioned in article 4.4 or otherwise;
e. by his dismissal, granted by the court in such cases as provided for by law;
f. by his dismissal, granted by the council of members or the board.
4.6. The board member, whose dismissal in the meaning of article 4.5. (f.) has been tabled has the right to attend the meeting(s) of the board concerning this and the right to speak there. Nevertheless, he shall not be counted in determining the number of board members present or represented and he is moreover not entitled to vote on his proposed dismissal. However, the second sentence of this paragraph shall not apply if at that time the board only consists of two board members.
Board: duties and powers
5.1. The board is charged with the management of the foundation. Its duties include the annual adoption of a budget and a current policy plan that provides insight into the work to be carried out by the foundation for the realisation of its object, the manner in which income is to be raised, the management of the capital of the foundation and the deployment thereof.
The board shall ensure that the administration expenses of the foundation shall be in reasonable proportion to the expenditure for the purposes of its mission.
5.2. The board is not authorised to resolve to enter into agreements for the purchase, alienation or encumbrance of registered properties or agreements in which the foundation commits itself as surator or a joint and several debtor, stands surety for a third party or commits to provide security for a third party’s debt.
5.3. Board members shall receive no remuneration, neither direct nor indirect, for the work they perform for the foundation in that capacity.
Remuneration is not taken to include:
a. a reasonable, non-excessive compensation for costs incurred for the benefit of the foundation;
b. an appropriate attendance fee.
5.4. Board members cannot dispose of the capital of the foundation as if it were their own capital.
Board: convening meetings
6.1. Board meetings are held whenever the president or at least two of the other board members call a meeting, but at least twice a year.
6.2. The meetings of the board are convened in writing by the person or persons referred to in article 6.1, or on their behalf by the secretary at least seven days in advance and specifying the business to be dealt with.
If a board member agrees, he or she can be called to the meeting by a reproducible message transmitted electronically to an address that he or she has specified for this.
6.3. The meetings of the board shall be held at a location to be determined by the person(s) convening the meeting or on whose behalf the meeting is convened.
6.4. In the event the provisions specified in article 6.2 and/or article 6.3 have not been followed, the board may nonetheless take valid decisions if all board members are represented at the meeting and none of the board members then opposes the decision making, or – if the meeting is not attended by the full board – the board members not attending the meeting have prior to the meeting declared in writing that they do not oppose the decision-making. In the latter case, the provisions of the first sentence of article 9.4, apply without prejudice. The requirement that the statement be made in writing is satisfied if the statement is recorded electronically.
Board: right to attend meetings
7.1. Board meetings may be attended by the board members and those persons invited by the president or by two other board members jointly.
7.2. A board member may have him or herself represented at the meeting by a fellow board member. A written authorisation must be given for this. The requirement that this authorisation be made in writing is satisfied if the statement is recorded electronically. The authorisation to represent does not have privative effect. A director can only represent one other fellow director at the meeting.
Board: presiding of meetings
The president shall chair the meetings of the board. In the absence of the president, the meeting will provide for its own chair. Until that time the chairmanship of the meeting will be observed by the board member attending the meeting longest in office.
Board: decision-making in meetings
9.1. The chairman of the meeting shall determine the manner in which votes are conducted in the meeting, on the understanding that at the request of a board member votes on persons shall be conducted in writing.
9.2. Insofar as these articles of association do not stipulate a larger majority, all decisions of the board are taken by an absolute majority of votes cast.
9.3. Every board member is entitled to cast one vote. Blank votes shall be considered as not having been cast. In the event of a hung vote, the motion is considered rejected. In the event of a hung vote in the election of persons, the decision shall be taken by drawing lots. If in an election among more than two persons no candidate achieves an absolute majority, a new vote shall be held between the two persons who achieved the largest number of votes, if necessary following an intermediate vote.
9.4. Unless these articles of association provide otherwise, the board can only take valid decisions in a meeting in which at least half of the board members are present or represented. If in a meeting less than half of the board members are present or represented, a second meeting is called, to be held no sooner than two and no later than four weeks after the first meeting, in which second meeting, regardless of the number of attending or represented board members, valid decisions can be taken on the items placed on the agenda in the first meeting, which could not be decided on in said meeting because of the absence of quorum. The convocation to the second meeting must state that and why a decision can be taken independently of the number of board members attending or represented at the meeting.
9.5. The judgment given by the chairman of the meeting on the outcome of a vote is decisive. The same applies to the contents of any resolution taken, to the extent that the vote did not concern a motion put in writing. If, immediately after the chairman pronounces his/her judgment on the vote, the correctness of said judgment is disputed, a new vote shall be held, if the majority of the meeting, or, if the original vote was not held by roll call or in writing, if a person present and eligible to vote demands so. This new vote shall cause the legal consequences of the original vote to lapse.
Board: decision-making outside of the meeting
All resolutions of the board may also be taken outside of the meeting, provided all board members are given the opportunity to cast their vote and they have all declared in writing not to oppose such manner of decision-making. A resolution is taken as soon as the required majority of all board members have declared to be in favour of the proposal in writing. In writing is also understood to include a message sent and reproducible by electronic means. The secretary of the board shall draw up a report of resolutions taken outside of the meeting, which will be adopted in the next following meeting and in evidence thereof will be signed by the chairman and the minute taker of said meeting. The report thus adopted shall be attached to the minutes of the meeting of the board, together with the documents as referred to in the first sentence of this article.
Board: conflicts of interest
11.1. A board member shall not participate in the deliberations and will refrain from voting on a board resolution if he or she has a direct or indirect personal interest with respect to the subject of the resolution that conflicts with the interest of the foundation. The board member is entitled to attend the meeting of the board concerned, on the understanding that he or she shall not be counted when determining the number of board members present or represented with respect to the board resolution concerned.
11.2. If on the basis of the provisions of the first sentence of article 11.1 no board member at all can participate in the decision-making, the/those person(s) who do(es) have a personal interest shall participate in the deliberations and vote after all. In such case an extract of the minutes referred to in article 12 or the report as referred to in article 10, giving notice of the personal interest, shall be attached to the statement of assets and liabilities for the financial year in which the resolution was taken.
Board: minutes of the meetings
Minutes shall be kept of the business discussed in the meetings of the board by the secretary or by the person indicated by the chairman of the meeting. The minutes shall be adopted in the same or in the next following meeting, in evidence of which they shall be signed by the chairman and the minute taker of said meeting. The minutes and the documents referred to in article 10 shall be kept in a location where they are accessible to all board members for perusal.
Every board member shall be provided with a copy or extract of these documents on request, against at most the cost price.
13.1. The board represents the foundation.
13.2. Representative power is also bestowed on two members of the executive committee acting jointly.
13.3. The board may decide to grant a power of attorney to one or more board members, or to third parties, to represent the foundation within the boundaries of said power of attorney.
14.1. The board may appoint an executive director. If a director is appointed, his/her duties shall include:
– preparing the policy plan and budget to be annually drawn up by the board;
– implementing the policy plan and board resolutions.
14.2. The board shall determine the other tasks, responsibilities and terms of employment of the director.
15.1. The foundation has members, united in the council of members as referred to in article 16.
15.2. Members of the foundation can only be a natural or legal person, that:
– subscribes to the foundation’s mission and can provide a substantial contribution to its achievement;
– has entered into a participation agreement with the foundation;
– pays the contribution to the foundation as referred to in article 3.
A member is admitted as such by the board.
15.3. A member ceases to be a member:
a. upon his or her death or because it ceases to exist;
b. by no longer satisfying the requirements for being a member as stipulated in article 15.2;
c. by the member being declared bankrupt, petitioning for court protection from creditors or requesting debt restructuring in the meaning of the Dutch Bankruptcy Act;
d. by the member being placed under administration or otherwise losing the power to freely dispose of his/her/its assets;
e. by cancellation by the member;
f. by cancellation by the board.
15.4. Cancellation as referred to in (e) and (f) can only take place effective from the end of the financial year, observing a two-month term of notice. However, a member or the board can issue immediate cancelation as referred to in (e) and (f) if it cannot reasonably be demanded of the member or the board that the member continues to remain a member of the foundation. A member can additionally also immediately cancel the membership as referred to in (e) within one month after a resolution has been taken in which the monetary duties of the members have been increased has become known or communicated; the resolution shall as of then no longer apply to the member. A resolution as meant in (f) can only be taken by a majority of at least two thirds of votes cast in a meeting in which at least two thirds of all board members are in attendance or represented.
15.5. Every member has the duty vis-à-vis the foundation to pay a contribution fee, the amount of which is annually determined by the board. In connection with the payment of this fee the board may divide the members into various categories and set different fees for different categories.
15.6. If a member ceases to be a member in the course of a financial year, he/she/it nonetheless shall be held to pay the established contribution for the full year.
15.7. A member that is a legal entity shall be represented with respect to the rights and duties associated with membership by a representative appointed by said legal entity, on the understanding that this representative may not also be a board member of the foundation.
15.8. The board shall maintain a register of the names and addresses of all members, including the category for payment of a fee to which the board has assigned them. Every member has the duty to notify the board of his/her/its address in writing. If an electronic address is also specified with the objective to have this included in the register of members, this furnishing automatically constitutes agreement to have all notices and announcements as well as convocations to meetings be sent electronically.
Council of members
16.1. The members are united in the council of members.
16.2. The council of members shall on request advise the board on issues that the board presents to the council of members. The advice of the council of members shall not be binding.
Council of members: organisation
17.1. The council of members shall be chaired by the president of the board.
17.2. Meetings of the council of members shall be held as frequently as the president or at least two other board members convene a meeting of the council of members. The council of members shall meet at least once a year. The board shall be obliged to call a meeting of the council of members if at least one tenth of the number members request this of the board in writing, accompanied by a specific notice of the items of business to be dealt with. The requirement that this request be made in writing is satisfied if the statement is recorded electronically. If the board fails to call a meeting, in such way that the meeting can be held within two months after the request, the applicants themselves shall be authorised to call the meeting.
17.3. The convocation of the meetings of the council of members shall take place in writing by the person(s) referred to in article 17.2, or on their behalf by the secretary of the board with a term of notice of at least fourteen days, specifying the items of business to be dealt with. If a member agrees, he/she/it can be called to the meeting by a reproducible message transmitted electronically to an address that he or she has specified for this.
17.4. Meetings of the council of members may be attended by members, the board members and those persons invited by the president or by two other board members jointly.
17.5. A member may have him/her/itself represented at the meeting by a fellow member. A written authorisation must be given for this. The requirement that this authorisation be made in writing is satisfied if the statement is recorded electronically. The authorisation to represent does not have privative effect. A member can only represent one other fellow member at the meeting
17.6. The president shall chair the meetings of the council of members. In the absence of the president, the meeting shall provide for its own chair. Until that time the chairmanship of the meeting shall be observed by the board member attending the meeting longest in office.
17.7. Minutes are taken of the business discussed in the meetings of the councill of members by the secretary or by the person appointed by the chairman of the meeting.
17.8. Further rules on the functioning of the council of members may be laid down in standing orders that shall be adopted by the council of members after prior approval by the board.
Council of members: decision-making
18.1. Every member is entitled to cast one vote in the meeting of the council of members.
18.2. Insofar as these articles of association do not stipulate a larger majority, all decisions of the council of members are taken by an absolute majority of votes cast.
18.3. All resolutions of the council of members may also be taken outside of the meeting, provided all members are given the opportunity to cast their vote and they have all declared in writing not to oppose such manner of decision-making and the board members have been heard. A resolution is taken as soon as the required majority of all members have declared to be in favour of the proposal in writing. In writing is also understood to include a message sent and reproducible by electronic means. The documents as referred to in the first sentence of this article shall be attached to the minutes of the meetings of the council of members.
Working groups and committees
19.1. The board may decide to institute or disband working groups and committees. When instituting each working group or committee, the board shall formulate the remit for which the working group or committee is being set up.
19.2. Third parties, besides board members and/or members may be appointed to the working groups and committees set up by the board. The board shall appoint and dismiss the members of the working groups and committees instituted by it and shall determine the number of members of each working group and committee.
19.3. All matters concerning working groups and committees will be governed by means of standing orders.
Financial year and accounts
20.1. The financial year of the foundation is the same as the calendar year.
20.2. The board is under obligation to keep records of the financial condition of the foundation and of all matters relating to the foundation’s work in accordance with the requirements stemming from this work and to keep the appropriate books and records and other data carriers in such manner that the rights and obligations of the foundation can be known from these at any time.
The records of the foundation must also clearly demonstrate:
a. the nature and extent of (any) expenses and attendance fees due to the individual board members;
b. the nature and extent of the costs incurred by the foundation for fund raising and the administration of the foundation, as well as the nature and extent of the other expenditure by the foundation;
c. the nature and extent of the income of the foundation;
d. the nature and extent of the foundation’s capital.
20.3. The board is under obligation to annually, within six months of the financial year, to record and draw up the foundation’s balance sheet and statement of assets and liabilities. The board may, before adopting the balance sheet and statement of assets and liabilities, have these documents audited by a registered accountant or an accounting consultant in the meaning of Section 393 of Book 2 of the Dutch Civil Code. This expert will report his findings of his audit to the board and will present the outcome of his audit in statement on the faithfulness of the documents referred to in the previous sentence.
20.4. The board is under obligation to keep the books, documents and other data carriers referred to above during seven years.
20.5. The data recorded on a data carrier, excluding the balance sheet and statement of assets and liabilities, which are drawn up on paper, may be transferred to another data carrier and kept, if and insofar the transfer takes place with a correct and full representation of the data and that these data are available during the entire period of keeping and can be rendered readable within a reasonable time.
21.1. The board may adopt, amend or cancel standing orders in which further rules are given on the functioning of the foundation and its board.
21.2. The adoption, amendment and cancellation of standing orders shall be subject to the provisions of article 22.2 and article 22.4 by analogy.
Amendments of the articles of association
22.1. The board, under due observation of the provisions of this article, is authorised to amend the articles of association.
22.2. A board resolution to amend the articles of association requires a majority of two thirds of the votes cast in a meeting of the board in which at least two thirds of the board members are attending or represented. If the aforementioned quorum is not present in a meeting of the board in which a resolution to amendment of the articles of association has been tabled, a second meeting shall be convened, to be held no sooner than two and no later than four weeks after the first meeting, in which second meeting valid decisions can be taken by a majority of two thirds of the votes cast, provided in this meeting at least half of the board members are present or represented. Notice must be given in the convocation to the second meeting that and why a resolution to amend the articles of association can be taken in a meeting in which only half of the board members need to be present or represented. The provisions in article 9.4, second sentence, of these articles of association is not applicable to a resolution to amend the articles of association.
22.3. A resolution to amend the articles of association requires the approval of the council of members, who cannot decide to do so other than by a majority of at least two thirds of votes cast.
22.4. The convocation to the meeting in which a motion to amend the articles of association will be tabled shall always specify this. Additionally, a copy of the motion, containing the literal text of the proposed amendment, is to be enclosed with the convocation. In this case, the convocation must be sent at least two weeks in advance.
22.5. An amendment of the articles of association only comes into force after a notarial deed has been drawn up thereof. Every board member is authorised to have such deed executed.
22.6. The board members are under obligation to file an authentic copy of the amendment and the amended articles of association at the offices of the commercial register.
Dissolution and liquidation
23.1. The board is authorised to dissolve the foundation.
23.2. The board’s resolution to dissolve the foundation shall be subject to the provisions of article 22.2 and article 22.4.
23.3. After the dissolution of the foundation, the board shall liquidate the foundation, unless the court or the resolution to dissolve has appointed one or more other liquidators.
23.4. The liquidators shall notify the commercial register of the dissolution, as well as the fact that they are acting in such capacity and provide the personal details as a board member is required to.
23.5. The board shall determine the destination of any liquidation surplus in the resolution to dissolve. The destination shall be in accordance with the foundation’s objective to the greatest possible extent, on the understanding that the surplus will be deployed for:
a. an institution serving the public good as referred to in Section 5 (b) of the Dutch Income Tax Act 2001 or a superseding provision with an similar object, or
b. a foreign institution that exclusively or virtually exclusively pursues the public good and has a similar object.
In the resolution to dissolve the board shall also appoint a custodian to keep the books, documents and other data carriers of the dissolved foundation.
23.6. After dissolution the foundation shall continue to exist insofar as this is required for the liquidation of its capital. During liquidation the provisions of these articles of association will remain in force to the greatest possible extent. Documents and notices sent by the foundation must specify the words “under liquidation” after the foundation’s name.
23.7. At the end of the liquidation the books, documents and other data carriers of the dissolved foundation will be kept by the custodian appointed by the board in its resolution to dissolve for a period of seven years after the foundation has ceased to exist. This person is under obligation to within eight days after his duties as custodian commence to file his instructions and name and address at the commercial register.