International Diving Schools Association ______

IDSA OPERATIONAL & ADMINISTRATIVE PROCEDURES
APPENDIX A1 - The CONSTITUTION
Article 17 : ATTENDANCE at a GENERAL MEETING (Continued)
6. A member who is not able to attend the General Meeting, may vote by proxy (letter, E-mail or fax) or
delegate to another Full Member, provided in any case notification is received by the Secretary, before a
meeting.
7. A decision is made if and when the Chairman during the meeting declares it to be made. If however
the Chairman’s announcement of the decision is challenged straightaway a new vote will be held if
and when the majority of those present so desire, or in case the original vote was not by call or in
writing, if and when any person, present and having the right to vote, so desire. The Executive Board
is qualified to invite persons or bodies to attend a part or the whole of the General Meeting as an
observer without the right to vote.
Article 18 – CONDUCT of MEETINGS
1. The Chairman of the Executive Board chairs the General meetings. If he is unable to carry out this
duty he will appoint a Deputy in good time
2. The Executive Board must ensure that Minutes are taken of the matters discussed in the General
Meeting
Article 19 - CHANGE OF BYLAWS
1. A change of bylaws can only be made upon decision of the General Meeting, called stating a change
of bylaws will be proposed. There must be at least two months between convocation and meeting.
2. The person or persons calling a General Meeting in which a change of bylaws is proposed will, at least
five days before the day of meeting deposit a written copy of the Changes, proposed in such a way
that this copy will be easily available for perusal by all members until the end of the day of the meeting.
3. A change of bylaws can only be decided upon by a General Meeting in which at least two-thirds of the
members are present or represented and can only be decided by a two-thirds majority of validly cast
votes.
Article 20 – UNANIMOUS CHANGE of BYLAWS
Article 18 will not be applicable to a decision to change the bylaws if and when all members are present or
represented at the General Meeting and the decision to change the bylaws is taken unanimously.
Article 21 – EFFECTING a CHANGE of BYLAWS
1. The change of bylaws will only take effect after a deed is drawn up by a Notary Public.
2. The Executive Board is held to deposit a copy of the deed of change and of the new bylaws at the
Chamber of Commerce under whose jurisdiction the Association resides.
Article 22 - DISSOLUTION AND SETTLEMENT
1. Besides the cases stated in article 50, Book 2 of the Civil Law Code of the Netherlands the
Association will be dissolved by a decision of the General Meeting to do so, in which at least two thirds
of the members are present or represented and can only be decided by a two-third majority of validly
cast votes.
2. If and when the quorum is not reached a decision to dissolve the Association can be made in a second
meeting to be held at least eight days and at most thirty days after the first meeting regardless of the
number of members present at the first meeting. At this second meeting a two-third majority of the
number of validly cast votes is needed to decide to dissolve the Association.
3. The proposal to dissolve the Association must be announced in the convocation to the meetings as
described in para 1 of this article. There must be at least two months between convocation and
meeting.
4. If and when upon decision to dissolve the Association there are no persons appointed to do so the
Executive Board will dissolve the Association.
(Publications – OAP 9 December 09 33