Name and Domicile
The Association bears the name: World Association for Personality Psychology. It is domiciled in Groningen, The Netherlands.
- The purpose of the Association is to:
- foster and develop empirical and theoretical personality psychology worldwide;
- promote and encourage the exchange of information in relation to this goal between individuals and between organizations regionally operating in the same field anywhere in the world;
- promote cooperation and make connections between the Association and other organizations with similar objectives;
- carry out the necessary actions/activities in connection with the above in the broadest sense of the word, and relevant to the above.
- The Association seeks to achieve this goal through:
- organizing scientific meetings, in particular of recurring world conferences on personality psychology;
- promoting scientific communication on research in the field of personality psychology and individual differences (including intelligence), in particular through publication of scientific reports.
- The Association is established for an indefinite period.
- The financial year of the Association is the calendar year, except that the first financial year starts from its foundation.
- The Association has members.
- Members are those who have registered as a member in writing to the Executive Committee (henceforth: EC) and are admitted by the EC as a member. This is attested by the EC through an issued statement. In case of non-acceptance by the EC, the Members Assembly may still decide to admit.
- Membership is personal and cannot be transferred or obtained through succession.
- Membership ends:
- with the death of the member;
- with withdrawal by the member;
- with removal by the Association;
- by expulsion of the member from membership
- Termination of membership by the member can only occur at the end of a financial year. It must be made in writing to the EC serving a notice of at least four weeks. lf a cancellation is not made timely, membership continues until the end of the next financial year.
Membership ends immediately:
- if it can reasonably not be required from the member to perpetuate membership;
- within a month after a decision has become known or has been communicated to the member, by which the rights of the members are limited or their obligations are increased, unless it is a change in the financial rights and obligations;
- within one month after a member has been informed of a decision to transform the Association into another legal form or into a fusion.
- Termination of membership by the Association may be done by the end of the current financial year by the EC:
- when a member did not fully meet the financial obligations to the Association for the current year on November 1st; after repeatedly being given notice in writing
- if the member has ceased to fulfill the requirements that are set at that moment for membership by the statutes
- Expulsion from membership may only be ordered if a member acts in violation of the statutes, regulations, or decisions of the Association or if the member harms the Association in an unreasonable manner. Expulsion is done by the EC who informs the member as soon as possible of the decision, stating the reasons. The pertaining member can go appeal with the General Assembly within one month after receipt of the notification. During the period of appeal and pending the appeal, the member is suspended. A suspended member cannot vote.
- If membership ends in the course of a financial year, the annual contribution for the full year still has to be paid by the member, unless the EC decides otherwise.
- Donors are those who are admitted as such by the EC. The EC is authorized to terminate donorship through written notice.
- Donors are required to grant a monetary contribution annually to the Association, the minimum amount being assessed by the General Assembly.
- Donors have the right to attend the General Assembly and to speak there. They have no voting rights.
Each member has to pay an annual fee. The amount of the fee is assessed by the General Assembly.
- The EC consists of at least two and at most seven natural persons, who appoint from their midst a President, a Secretary, and a Treasurer.
- The EC members are appointed by the General Assembly from amidst the members of the Association. The General Assembly determines the number of EC members.
- EC members may at any time be suspended or dismissed by the General Assembly with statement of reasons. The General Assembly decides to suspend or dismiss on the basis of a two/thirds majority vote.
- The suspension ends if the General Assembly has not decided to dismiss within three months. The suspended EC member shall be given the opportunity to justify and to account at the General Assembly, and can thereby be assisted by a counselor.
- EC members are appointed for a period of six years maximum. In this respect, a year is understood to mean the period between two consecutive annual General Assemblies. The EC members resign in accordance with a schedule established by the EC. A member who resigned according to the schedule can be reappointed immediately.
- If the number of EC members dropped below the minimum specified in article 8 paragraph 1, the EC remains nevertheless authorized. The EC is required to convene a General Assembly at an earliest opportunity, in which the vacancies are on the agenda.
- The articles 11 to 14 shall apply as much as possible at the meetings and in the decisions of the EC.
- The EC is entrusted with the management of the Association.
- With the prior approval of the General Assembly, the EC is authorized to enter into agreements to acquire, alienate or encumber registered property and to enter into agreements whereby the Association functions as guarantor or as (co-) debtor, supports a third party or provide security for a debt of another.
- The EC represents the Association.
- The authority is vested in the President together with the Secretary or the Treasurer, or the Secretary together with the Treasurer.
The General Assemblies are held at the location as given in the convocation.
- All those members who are not suspended, the donors, and those mandated by the EC and/or invited by the General Assembly have access to the General Assembly. A suspended member has access to the meeting where the decision to be suspended is discussed, and is allowed to speak on the issue.
- With the exception of a suspended member, each member has one vote at the General Assembly. Each member entitled to vote may grant in writing another member who is entitled to vote, to vote on his/her behalf. A voting member cannot vote on behalf of more than two other members.
- A unanimous vote of all members entitled to vote, even if they are not present in a meeting, has, if taken with foreknowledge of the EC, the same effect as a decision of the General Assembly. Such a decision can also be made in writing.
- The President shall determine the manner in which the voting is held at the General Assembly.
- All resolutions for which the law or the Articles of Association do not require a larger majority, are taken by absolute majority of the votes. If the votes on matters are equal the proposal is rejected. If the votes are equal in case of elections of persons, the decision is taken by lot. lf in an election between more than two persons no one obtained absolute majority, a re-voting is done among the two who received the highest numbers of votes, if necessary after an in-between voting.
- The General Assemblies are chaired by the President or, if absent, by another EC member, designated by the EC. If no EC members are present, the meeting itself provides in its leadership.
- The conclusion about the outcomes of a voting as made by the President at the General Assembly is decisive. The same applies to the content of a decision, so far as there was a voting on a proposal that was not put in writing. However, if immediately after the conclusion by the President its appropriateness is disputed, a new voting shall take place, if the majority of the meeting or, if the original voting was not done in writing or by call, a member who is entitled to vote desires so. This new voting overrules the original voting results.
- Of the General Assembly discussions Minutes are kept by the Secretary or by someone else designated by the President. These minutes are assessed at the same or at the next General Assembly and signed for agreement by the President and the Secretary of the meeting.
- The financial year of the Association is equal to the calendar year. Annually at least one General Assembly is held, within six months after the end of a financial year, unless the General Assembly decides to extend this period. At this General Assembly the EC gives the annual report on the state of affairs of the Association and on its policy. The balance sheet and a statement of income and expenses with explanations are put for approval to the General Assembly. These documents are signed by the EC members; lacking signature of one or more of them shall be mentioned with reasons. After an indicated period, any member may demand of the EC members that they comply with these obligations.
- If on the fairness of the documents referred to in the preceding paragraph no statement is submitted to the General Assembly from an accountant as referred to in article 2:393 paragraph 1 of the (Dutch) Civil Code, then the General Assembly appoints a committee annually of at least two members who are not part of the EC.
- The EC is obliged to this committee on behalf of its investigation to provide all information requested and to show what the financial situation is through books and records of the Association.
- The committee examines the documents referred to in paragraphs 1 and 3.
- In case this research requires in the opinion of the committee specific accounting knowledge, the committee can be assisted by an expert at the expense of the Association. The committee shall report to the General Assembly about its findings.
- General Assemblies are convened by the EC as often as it is deemed desirable or is required by law.
- At written request by at least one/tenth of the members who are entitled to vote, the EC is obliged to convene a General Assembly to be held within four weeks of the submission of the request. If no action is taken on the request within fourteen days the applicants themselves can convene the General Assembly and proceed in the manner provided for in paragraph 3.The applicants may then ask others than the EC members to lead the meeting and draft the minutes.
- The convocation of a General Assembly must be done in written notice to all the members who are entitled to vote at least seven days prior to the meeting. In the convocation the issues to be discussed are specified.
- Amendment of the Articles of the Association may only take place by a decision of the General Assembly, convoked for that purpose with the statement that an amendment of the Articles of the Association will be proposed.
- Those who convened the General Assembly with respect to amendment of the Articles shall at least five days before the day of the meeting make a copy available of the proposed amendment at a place suitable for the members until after the end of the day when the meeting is held.
- To amend the Articles of Association, the General Assembly can only decide so by a majority of at least two/thirds of the number of votes cast.
- The amendment shall be effective upon the execution of a notarial change. Each EC members is authorized to take care that the notarial change is executed.
- The provisions of paragraphs 1 and 2 shall not apply if at the General Assembly all voters are present or are represented and the decision to amend the Articles is taken unanimously.
- The EC members are required to deposit a certified copy of the notarial change of amendment, and the complete text of the Statutes after the change, to the office of the Chamber of Commerce and Industry.
Dissolution and Settlement of Balance
- The provisions of Article 16 paragraphs 1, 2, 3, and 5 shall apply to a decision of the General Assembly to dissolve the Association.
- The General Assembly shall assess, with its decision referred to in the previous paragraph, the destination for the surplus of the Association, as much as possible in accordance with the purpose of the Association.
- The liquidation is effected by the EC.
- After the dissolution the Association continues to exist as far as necessary for the liquidation of its assets. During the liquidation, the provisions of the statutes are in force where possible. In documents and announcements of the Association the words “in liquidation” have to be added to the name.
- The settlement ends at the time that to the liquidator no known benefits are present anymore.
- The books and records of the dissolved Association shall be kept for ten years after the settlement by a custodian. The custodian is the person designated as such by the liquidators.
- The General Assembly may establish or change one or more regulations, in which subjects are governed that are not or not fully provided by these statutes.
- These regulations may not contain provisions that conflict with the law or with these statutes.
- On decisions to determine or to amend a regulation Article 16, paragraphs 1, 2 and 5 apply.
The General Assembly of the Association has all powers that are not assigned to other organs by law or through the articles of Association.