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Regulations

The BeNeLux Tivoli User Group is an independent association and hence his own regulations as displayed below.

NAME, SEAT AND DURATION

ARTICLE 1

1. The association is named: BeNeLux Tivoli User Group (BNLTUG)
2. The association is located in the municipality of Deurne.
3. The association was established for an undefined period.

PURPOSE

ARTICLE 2

The association aims to:

• offer members a forum to exchange their experiences and knowledge about the use and implementation of Tivoli Enterprise products;
• provide Tivoli with information. The association can make demands concerning the products and processes of Tivoli. This should include thinking about future product improvement, new functionalities, processes and procedures (including the support-process). Any of this can brought to the attention of Tivoli at senior management level;
• facilitate a dialogue between Tivoli users and Tivoli development managers. This can be attempted to obtain more influence to future technical and functional developments of Tivoli products. The association is willing to participate in any required Business Case or Return on Investment study;
• and all what in largest way is connected or conducive.

MEMBERS

ARTICLE 3

1. Members of the association are: companies (both natural and legal persons) using one or more products of the Tivoli suite.
2. Also officially IBM Tivoli registered business partners can be member of the association.
3. The board will keep a membership register in which all information about the members is recorded.

PATRONS

ARTICLE 4

1. Patrons are those who have expressed a willingness to financially support the association with a minimum contribution established by the management.
2. Patrons have no rights and obligations than those in or under their Regulations and the Rules of Procedure have been granted and imposed.

ADMISSION

ARTICLE 5

1. The board decides on the admission of members and supporters.
2. For non-member admission by the board, the general assembly may still decide to admit.

END OF MEMBERSHIP

ARTICLE 6

1. The membership ends by:
   a. the dead of the member (individual) or cease to exist from the member (legal);
   b. termination by the member;
   c. cancellation by the association, which can occur when a member has ceased to meet the requirements for membership, when his obligation to the association fails, and when reasonably the association can not be required tot let the membership continue;
   d. disqualification by the association, which only may be ordered if a member acts contrary to the regulations, rules or resolutions of the association, or damage the association in an unreasonable manner.
2. Cancellation by the association occurs by the board.
3. Termination of membership by the member or the association may only take place towards the end of a membership year and observing a notice period of four weeks. However, the membership may be terminated immediately if the association or member has not the reasonable ability to continue the membership. The member may terminate his membership with immediate effect within one month after he announced the decision to change the association in another legal or merger.
4. A termination in violation of the provisions in the preceding paragraph shall terminate the membership at the earliest possible date following the date of termination.
5. A member is not authorized by Een lid is niet bevoegd door opzegging van zijn lidmaatschap een besluit waarbij de verplichtingen van de leden van geldelijke aard zijn verzwaard danwel de rechten van de leden van geldelijke aard zijn beperkt, te zijnen opzichte uit te sluiten.
6. Removal from the membership will be affected by the board.
7. A decision to terminate the membership by the association on the base of the association reasonable can not be required to let the membership continue and a decision to expel from membership, the person concerned may, within one month after receiving the notification of the decision, appeal to the general assembly. As soon as possible he will be informed in written about the decision with stating reasons. During the period of lodging the appeal and pending the appeal, the member is suspended.
8. When the membership ends during the year of membership, the full annual contribution is indebted.

END OF RIGHTS AND OBLIGATIONS PATRONS

ARTICLE 7

1. The rights and obligations of a patron may be terminated at any time by mutual parties, except that the full annual contribution for the current year is indebted.
2. Termination on behalf of the association will be affected by the board.

ANNUAL CONTRIBUTIONS

ARTICLE 8

1. The members are obligated to pay an annual fee, established by the general assembly. Members, who join during a membership year, will not pay for the whole year but according to the time of notification of the membership.
2. In particular cases the board is authorized to grant full or partially exemption from the obligation to pay contribution.
3. The general assembly may, include the contribution as referred in paragraph 1, deposit members and patrons other obligations facing the association.

RIGHTS PATRONS

ARTICLE 9

In addition to the other rights of the patrons, as assigned by these regulations, patrons have the right to join events organized by the association.

BOARD

ARTICLE 10

1. The board consists of at least three persons, appointed by the general assembly. Appointment occurs of the members or selected persons as representation of the members of the association. The general assembly determines the number of members the board will consist. The memorandum of association for the first time defines the number of board members and appointed the board members positions.
2. The appointment of board members occurs by one or more binding nominations, subject to the provisions of paragraph 3. Both the board as at least ten members is authorized to formulate the nominations. If possible the nomination of the board will be announced before the meeting. Nomination by the members must be submitted in writing to the board before opening of the meeting.
3. Each nomination may be withdrawn by a binding with at least two thirds of the votes of the assembly decision, taken at a meeting in which at least two thirds of the total votes of all members entitled to cast.
4. No nomination is made or the general assembly take the binding character, according the preceding paragraph, the general assembly is free to choose.
5. If there is more than one binding nomination, appointment occurs out of these nominations.
6. The majority of the board should not derive from business partners but the majority consists of representatives of companies as defined in article 3 paragraph 1.
7. A member of the association (as defined in article 3 paragraphs 1 and 2) may only delegate one board member.  

TERMINATION OF BOARD MEMBERSHIP/ REGULAR MEMBERSHIP/ SUSPENSION

ARTICLE 11

1. Each board member, also when he is appointed for an undefined period, may be dismissed or suspended at anytime by the general assembly. A suspension not followed by a decision to dismiss within 3 months, ends by expiring of that period.
2. Each board member retires at the latest of three years after his appointment, according to an administration schedule made by the board. The chairman and secretary cannot retire at the same time. The retiring member can be re-elected. Who is appointed in an interim vacancy, takes the position on the schedule of his predecessor.
3. Board membership ends:
   a. by the end of the membership of the association;
   b. by resignation.

BOARD FUNCTIONS/ DECISIONS OF THE BOARD

ARTICLE 12

1. The board elects a chairman, a secretary and a treasurer. The board can appoint a substitute for each of them. A board member can have more than one function.
2. Every board member can vote once. The board decides by majority of votes; which means that the proposal with most votes will be accepted.
3. All determined in article 18 paragraph 1 shall reply according to the decisions of the board.
4. The content of the meetings is written in the minutes by the secretary which are confirmed and signed by the chairman and secretary.
5. In the Rules of Procedure detailed rules concerning the meetings and decisions of the board can be given.

TASK MANAGEMENT/ REPRESENTATION

ARTICLE 13

1. Subject tot the restrictions in de regulations the board is responsible for the management of the association.
2. If the number of board members is less than established by the general assembly, the board still remains authorized. It is committed to organize a general assembly as soon as possible in which the provision of the open space or open spaces is discussed.
3. The board under his responsibility is authorized to let perform certain parts of his task by individuals and committees appointed by the board.
4. With prior approval of the general assembly, the board is authorized to decide about making contracts to purchase, transfer and encumbrance of registered goods, and to make contracts in which the association commits itself as guarantor or liable joint and several debtor, makes sure for a third party or proves itself for a debt of a third party.
5. The association is judicially and extra judicially exclusively represented by:
   - either board, for the extend that nothing else result from the law;
   - either the chairman, together with the secretary, or in the absence or inability of one of them, the other along with the treasurer. The restriction with regard to authority as defined in paragraph 4 applies also to the authority to represent the association; this restriction due to the representation the association can only be invoked by the association.

ANNUAL

ARTICLE 14

1. The association year runs from July 1st until June 30th.
2. The board is committed to keep up such an accounting with the financial position of the association, in which its rights and obligations at any time can be concluded.
3. Within six months after the end of an association year, subject to extension of this period by the general assembly, the board will present an annual report about the affairs and policy of the association. It displays the balance sheet and condition of income and expenditure with a notification for approval by the meeting. The documents will be signed by the board members. If the signature of one or more members is missing there will be a notification of the reason. After the deadline, every member of the board can demand to fulfil the obligations.
4. The general assembly annually appoints a committee of at least two members who may not be member of the board. The committee examines the documents mentioned in paragraph 3 and reports the findings to the general assembly.
5. The board is obliged to provide the information the committee needed for their analysis, if desired, show the funds and assets and inspection of books and association records.
6. The provisions of the paragraphs 4 and 5 are not considered if about the fidelity of the documents mentioned in paragraph 3 a statement by an accountant, as defined in article 393, paragraph 1, book 2 of the Dutch Civil Code, is submitted to the general assembly.

GENERAL ASSEMBLY

ARTICLE 15

1. The general assembly in the association deserves all authorities, which are not appointed to the board by law or these regulations.
2. Annually, latest six months after the association year, there will be a general assembly -the annual meeting. The annual meeting will discuss:
   a. the annual report, balance sheet and condition of income and expenditure with a notification as defined in article 14, and also the report from the of that place meant committee either the statement meant in article 14, paragraph 6;
   b. the appointment of the committee mentioned in article 14 for the next association year;
   c. filling the vacant posts;
   d. presentation of the board or members, announced in the notification of the meeting.
3. Other general assemblies will be organized as often the board wish for.
4. Furthermore, the board is at the written request of at least such number of members entitled to cast 1/10 part of the votes oblige to convene a general assembly within a period no longer than four weeks after submission of the request. If the request is not carrying out within fourteen days, the applicants may convene the meeting in pursuance of article 19 or by advertising in at least one local frequently read newspaper. The applicants in this case may appoint others than board members with the leadership of the meeting and writing the minutes.

ACCES AND VOTING RIGHTS

ARTICLE 16

1. Accesses to the general assembly have all members of the association and all patrons. No accesses have suspended members and suspended board members. Anyway, a suspended member has access to the meeting in which the decision about his suspension will be discussed and is entitled to speak about it.
2. On admission of other persons than persons referred in paragraph 1 the general assembly will decide.
3. Each not suspended member has one vote.
4. An enfranchised member may authorize by written another enfranchised member to vote for him. A member may only make one vote by proxy.

PRESIDENCY/ MINUTES

ARTICLE 17

1. The general assemblies are chaired by the chairman of the association or his substitute. In the absence of the chairman or his substitute, one of the other board members, appointed by the board, will be in the chair. If in this way the chairmanship will not meet, than the meeting provides itself.
2. The content of the meeting will be placed on record by the secretary or another by the chairman appointed person. The minutes will be established and signed by the chairman and the minutes secretary.

DECISION MAKING OF THE GENERAL ASSEMBLY

ARTICLE 18

1. Without prejudice to the law the pronounced judgment of the chairman is decisive about:
   - the results of a vote; and
   - the content of a taken decision, to the extent that was voted on a not written established proposal.
2. To the extent that the regulations or the law provides different, all decisions of the general assembly will be taken with a majority of the casted votes, which means the accepted proposal after voting has at least "half plus one" of the casted votes.
3. Blank votes will be considered as not casted.
4. If in an election of persons no majority obtained, a second vote, or in case of a binding nomination, a second vote between candidates, takes place. Is also in a second ballot no majority obtained, then a reselection takes place until either one person obtained the majority, or between two persons is voted or the votes are equal. With ballots (not included the second vote) will be voted between persons, for who is voted in the preceding election, exclusive the person with the least number of votes in the preceding vote. If in the preceding vote more than one person has the least number of votes, appoint by lot will decide on which of these persons in the new vote no votes could be cast. If in case of a vote between two persons the votes are equal, by lot will be decided who is elected.
5. If the votes are equal when voted on issues the proposal is rejected.
6. All votes take place oral, unless the chairman desires a vote by written or one of those entitled to vote desires before voting. Written votes occur by signed and closed notes. Decision by acclamation is possible, unless one of the entitled members roll-call votes desires.

CONVENING GENERAL ASSEMBLY

ARTICLE 19

1. The general assemblies will be convened by the board. The notice occur in writing to the addresses of the members in accordance with the membership register as referred in article 3. The period of notice takes at least seven days.
2. The notice contains the points of discussion, without prejudice to article 20.

AMENDMENT

ARTICLE 20

1. The regulations of the association can only be amended by a resolution of the general assembly, which is convened with the announcement that amendment of the articles is proposed.
2. Those who have convened the general assembly in which a proposal to amend the articles will be discussed, must at least five days before the meeting lay out the wording content of the proposal at a suitable place for the members until one day after the meeting.
3. A resolution to amend the articles needs at least two third of the votes, cast in a meeting in which at least two thirds of the total votes of all members can be cast. If not two third of the total votes of all members are released, then within four weeks afterwards - but not before two weeks after - a second meeting will be convened and held, in which the proposal as discussed in the last meeting, regardless of the number present or represented members, can be decided, provided a majority of at least two third of the cast votes.
4. An amendment shall not come into force until after a notarial act.

DISSOLUTION

ARTICLE 21

1. The association can be dissolved by resolution of the general assembly. The provisions of paragraph 1, 2, and 3 of the preceding article apply mutatis mutandis.
2. In the resolution of dissolution the general assembly give a destination to any surplus balance after payment.

RULES OF PROCEDURE

ARTICLE 22

1. The general assembly may determine rules of procedure.
2. Rules of procedure may not be contrary to the regulations, or the law, even if it contains non-mandatory law.

De comparant is mij, notaris, bekend.
WAARVAN AKTE in minuut is verleden te Deurne op de datum als in het hoofd van deze akte vermeld.
Na zakelijke opgave van de inhoud van deze akte aan de comparanten en een toelichting daarop, heb ik voorzover nodig gewezen op de gevolgen die uit de inhoud van deze akte voortvloeien.
De comparant heeft verklaard tijdig tevoren van de inhoud van de akte te hebben kennis genomen, daarmee in te stemmen, en op volledige voorlezing daarvan geen prijs te stellen.
Vervolgens is deze akte onmiddellijk na beperkte voorlezing door de comparant en mij, notaris, ondertekend.

The person appearing to me, notary. 
WHEREOF ACT in minutes was executed in Deurne on the date as the head of this deed. 
Having conveyed the substance of this deed to the appearing and a subsequent explanation, I pointed to the extent necessary consequences of the contents of this deed. 
The person appearing stated time before the contents of the deed have noted, consent to, and read out in full as not to appreciate. 
Then this deed immediately after limited reading, by appearing and by me, notary.