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
WILL BY LAW GOVERN.
Ultimate Frisbee Association
Name and seat
1. The name of the association is Ultimate Frisbee Association.
2. The seat of the association is Enschede.
The goal of the association is to play frisbee, teaching new skills, playing tournaments
and having some nice social evenings.
1. The association has ordinary members and benefactors.
2. Ordinary members of the association can only be natural persons. Membership of
the association is personal, non-transferable, and not open to inheritance.
3. Benefactors are those who have declared their willingness to support the association
with a minimum contribution to be determined by the general meeting.
4. Benefactors have no rights and/or obligations other than those granted and/or
imposed on them by or under the statutes.
5. Where in these statutes reference is made to members or becoming members, this
shall be understood to mean ordinary members, unless the statutes indicate
6. The board keeps a register in which the names and addresses of the ordinary
members and benefactors are recorded.
1. The board decides on the admission of ordinary members and benefactors.
2. In the event of non-admission to full membership, the general meeting may still
decide on admission.
End of membership
1. Membership ends by:
a. death of the member;
b. resignation by the member;
c. termination on behalf of the association by the board;
d. disqualification on behalf of the association by the board;
e. conversion of the membership into a benefactor.
2. Termination of membership by a member may only be effected in writing – including
by electronic means – by the end of the association year and subject to one month’s
notice. If notice of termination has not been given on time and/or in writing, the
membership shall continue until the end of the next year of membership, unless the
board decides otherwise. A member is not authorized to be excluded from
membership by notice of termination, a decision in which the obligations of the
members of a financial nature are increased.
3. Termination of membership on behalf of the association can only take place with due
observance of a notice period of one month:
a. when a member has ceased to meet the requirements for membership laid
down in the articles of association;
b. when a member fails to fulfill his obligations towards the association.
4. However, membership may be terminated immediately if the association or the
member cannot reasonably be required to allow the membership to continue.
5. Disqualification may only be pronounced if a member acts contrary to the statutes,
regulations or resolutions of the association, or unreasonably prejudices the
6. A decision to terminate membership on behalf of the association, as well as a
decision to expel the member may be appealed to the general meeting within one
month after receipt of the notification of the decision.
To this end, he shall be informed of the decision in writing as soon as possible,
stating the reason(s).
During the appeal period and pending the appeal, the member is suspended.
7. When the membership ends in the course of an association year, the annual
contribution for the whole remains due unless the board decides otherwise.
End of rights and obligations of benefactors
1. The rights and obligations of a benefactor may be terminated at any time by mutual
written notice unless the annual contribution for the current association year
remains due in full.
2. Notice of termination on behalf of the association shall be given by the board.
Contribution/ annual contributions
1. Ordinary members and benefactors are obliged to pay an annual contribution, which
shall be determined by the general meeting. For this purpose, they may be divided
into categories that pay a different contribution.-3-
2. In special cases, the board is authorized to grant full or partial exemption from the
obligation to pay a contribution.
Rigths of benefactors
In addition to the other rights granted to benefactors by or by virtue of these statutes, they
have the right to attend all events organized by the association.
1. The board consists of at least three persons, who are appointed by the general
meeting from the members.
2. The board membership ends:
a. by termination of the association membership;
b. by dismissal;
c. by resignation.
3. Each board member can at all times be dismissed or suspended by the general
meeting. A suspension which is not followed within three months by a resolution to
dismiss, ends with the expiry of that term.
4. At the end of the association year the full board resigns. The individual board
members can be re-elected. Whoever is appointed in an interim vacancy, takes the
place of his predecessor on the roster.
5. The board members are authorized to resign themselves at any time, provided this is
done in writing with a notice period of at least three months.
6. If the board is not full, it remains competent. However, it is obliged to convene a
general meeting as soon as possible, in which the filling of the vacancy(s) will be
Board positions – decision-making by the board
1. The president is appointed by the general meeting.
The board appoints a vice-president, a secretary, and a treasurer and may appoint a
replacement for the secretary and treasurer. A board member can fulfill more than
2. The secretary takes minutes of the proceedings of each board meeting, which are
approved in the next board meeting.
3. By internal rules of regulation further rules concerning the meetings and the decision-making can be given by the board.
Board task – representation
1. The board is in charge of representing the association.
2. If the number of board members has dropped below three, the board remains
3. The board is authorized, under its responsibility, to have certain parts of its task -4-
carried out by committees that are appointed by the board.
4. The board is not authorized to decide to enter into agreements for the acquisition,
alienation and encumbrance of registered property and to enter into agreements in
which the association commits itself as guarantor or joint and several co-debtor,
stands surety for a third party or commits itself as surety for a debt of another party.
5. Without prejudice to the provisions of the last sentence of paragraph 4, the
association shall be represented by the board of directors.
The power of representation shall provided that the functions in question are
exercised by two different persons, also be vested in them:
a. the president together with the secretary;
b. the president together with the treasurer;
c. the secretary together with the treasurer.
1. The year of the association is equal to the calendar year. The financial year is equal to
the association year.
2. The board is obliged to keep such records of the association’s assets and liabilities
that its rights and obligations can be known from them at all times.
3. At a general meeting within six months after the end of the association’s year, unless
the general meeting extends this period, the board will publish its annual report and,
on presentation of a balance sheet and a statement of income and expenditure, will
render an account of its management in the past financial year.
After the expiration of the term, each member can claim these accounts from the
board at law.
4. Each year the general meeting appoints a committee of at least two persons from
the members, who may not be members of the board. The committee investigates
the account of the board and reports its findings to the general meeting.
5. If the examination of the accounts requires special accounting knowledge, the
committee may be assisted by an expert. The board is obliged to provide the
committee with all the information it requires, to show the cash and the values if
desired, and to give it access to the books and documents of the association.
6. The commission to the committee may be revoked at any time by the general
meeting, but only by the appointment of another committee.
7. The board is obliged to keep the documents referred to in paragraphs 2 and 3 for
1. The general meeting shall have all powers in the association that are not assigned to
the board by law or the statutes.
2. Annually, no later than six months after the end of the association year, a general
meeting – the annual meeting – is held.-5-
The annual meeting is among other things to be discussed:
a. the annual report and the account referred to in article 12 with the report of the
committee referred to there;
b. the appointment of the committee referred to in article 12 for the next year of the
c. filling any vacancies in the Board;
d. proposals of the Board or the members announced in the notice convening the
3. Other general meetings shall be held as often as the Board deems desirable.
4. Furthermore, at the written request of at least such number of members as is
authorized to cast one-tenth of the votes, the board is obliged to convene a general
meeting within a period of no longer than four weeks.
Access and voting rights
1. All members of the association have access to the general meeting.
Suspended members do not have access to the general meeting. Suspended board
members do have access to the general meeting.
2. Admission of persons other than those referred to in paragraph 1 is decided by the
3. Each member of the association who is not suspended has one vote.
4. A member may cast his vote by a member authorized to do so in writing, on the
understanding that a member may represent no more than three other members.
President – Minutes
1. The general meetings are chaired by the president of the association or his deputy.
In the absence of the president and the vice-president, one of the other board
members shall act as president by the board.
If the president is not provided in this way either, the meeting itself shall provide for
2. Minutes shall be taken of the proceedings of each meeting by the secretary or
another person designated for that purpose by the president, which shall be adopted
by the general meeting at the next meeting and, in evidence thereof, signed by those
who acts as president and secretary at the latter meeting. The contents of the minutes
shall be made known to the members.
Decision-making of the general meeting
1. The opinion of the president expressed at the general meeting that a resolution has
been passed by the meeting is decisive. The same applies to the content of a
resolution passed insofar as a vote was taken on a proposal not laid down in writing.
2. If, however, the correctness of the opinion referred to in the first paragraph is
disputed immediately after its pronouncement, a new vote shall take place if the -6-
majority of the meeting or, if the original vote was not taken by roll call or in writing, a
person present with voting rights so requires. As a result of this new vote, the legal
consequences of the original vote shall lapse.
3. Insofar as the articles of association or the law do not provide otherwise, all
resolutions of the general meeting shall be passed by an absolute majority of the
votes validly cast.
4. Blank votes shall be considered as not having been cast.
5. If, in an election of persons, no one has obtained an absolute majority, a second
vote shall take place.
If no one has obtained an absolute majority, a second ballot shall be held until either
one person has obtained an absolute majority or a vote has been taken between two
persons and the votes are tied.
In the case of the aforesaid re-voting (which does not include the second ballot), a
vote shall be taken each time between the persons who were voted on in the
preceding ballot, with the exception of the person who received the smallest number
of votes in that preceding ballot.
If more than one person has received the smallest number of votes in that preceding
ballot, lots shall be drawn to determine which of those persons can no longer be
voted for in the new ballot.
In the event of a tie in a vote between two persons, lots shall be drawn to decide
which of the two is elected.
6. If the votes are tied to a proposal that does not concern the election of persons, it
shall be rejected.
7. All votes shall be taken orally unless the president deems a written vote desirable or
one of the persons entitled to vote so requires prior to the vote.
Votes shall be cast in writing by unsigned, closed ballot papers.
8. A unanimous decision of all members, even if not taken in a meeting, has the same
force as a decision of the general meeting, if taken with prior knowledge of the
9. As long as all members are present or represented in a general meeting, valid
decisions can be taken, provided that they are taken unanimously, concerning all
subjects that come up for discussion – i.e. also a proposal to amend the statutes or
to dissolve the company – even if no convocation has taken place or has not taken
place in the prescribed manner, or any other regulation concerning the convocation
and holding of meetings or a related formality has not been observed.
Convening general meetings
1. Subject to the provisions of article 13, paragraph 4, last sentence, the general
meetings shall be convened by the board.
The convocation shall be made in writing to the addresses of the members in
accordance with the register of members referred to in article 3.-7-
The convocation period is at least seven days.
2. The notice convening the meeting shall state the subjects to be dealt with, without
prejudice to the provisions of article 18.
Amendment of the statutes
1. The statutes of the association can only be changed by a resolution of a general
meeting, which has been convened with the announcement that amendment of the
statutes will be proposed there, without prejudice to the provisions of article 16
2. Those who have issued the notice convening the general meeting for consideration
of a proposal to amend the articles of association must deposit a copy of that
proposal, containing the proposed amendment verbatim, at least five days before the
meeting, in a suitable place for inspection by the members until after the day on
which the meeting is held.
3. A resolution to amend the articles of association requires at least two-thirds of the
votes validly cast at a meeting at which at least fifty percent (50%) of the members
are present or represented.
If not fifty percent (50%) of the members are present or represented, a second
meeting shall be convened and held within four weeks, but no sooner than two
weeks thereafter, at which the proposal as discussed at the previous meeting can be
decided upon regardless of the number of members present or represented,
provided that a majority of at least two-thirds of the validly cast votes is obtained.
4. An amendment to the articles of association shall not take effect until after a notarial
deed has been drawn up.
5. Each board member is authorized to execute the notarial deed.
1. The association may be dissolved by a resolution of the general meeting.
The provisions of paragraphs 1, 2, and 3 of article 18 shall apply mutatis mutandis.
2. Any credit balance after liquidation shall be used for purposes to be determined by
the general meeting as most in line with the purpose of the association.
Internal rules of operation
1. The general meeting may adopt internal rules of operation.
2. The internal rules of operation may not conflict with the law, even where it does not
contain mandatory law, nor with the statutes.
In all cases not provided for by law or the articles of association, the board decides.
First financial year
The first financial year of the association will end on the thirty-first day of August two