IAMF Constitution

CONSTITUTION of the International Association of Funeral Museums
Article 1 Name and seat
The name of the Association is: The International Association of Funeral Museums.
The Association has its seat in Amsterdam.
The office address of the Association is the address of the Association’s Secretary or
such other address as may be specified by the Board.
Article 2 Objectives
1. The objectives of the Association are:
a. to advance and promote the preservation of collections in the field of
international funeral history;
b. to encourage and promote international cooperation between organizations
and persons involved in the creation and preservation of collections in the
field of international funeral history;
c. to collect and give access to information, to provide information to the public
and to offer advice and support in the field of international funeral history;
2. The Association endeavours to achieve its objectives by:
a. promoting international contacts and arranging agreements between funeral
museums, scientists, scholars, researchers, the media, public authorities and
other stakeholders;
b. providing public information on the nature and importance of the international
heritage in respect of funerary customs, practices, rituals, objects and items;
c. organizing meetings, providing information and advice to organizations and
persons involved in the creation and preservation of collections in the field of
international funeral history;
d. establishing funds to support the creation and preservation of collections, the
carrying out of relevant research, the publication of texts and the organization
of meetings.
3. The Association is not affiliated with any political party or religious organization
and is a not-for-profit organization.
Article 3 Financial year
The financial year of the Association coincides with the calendar year.
Article 4 Members
1. The Association has the following categories of members:
- Ordinary Members;
- Associate Members;
- Honorary Members: Honorary Members are individuals who have rendered
meritorious service to the Association or who have made a significant
contribution towards achieving the Association’s objects, and who have been
appointed Honorary Members by the Board.
2. Applications for membership must be submitted in writing to the Secretary.
The Board shall decide on the admission of new members within three months of
receipt of the relevant application.
3. The Board shall keep a register listing the names and addresses of all members.
Article 5 Ordinary Members
1. Ordinary Members are legal entities which do not seek to make a profit, are
accessible to the public, serve the interests of society and its development and
which aim to acquire, preserve, research, present, document and raise
awareness of the tangible and intangible testimonies of people and their
environment in respect of death and funerary customs and traditions for study,
educational and leisure purposes. The legal entity should focus on all funerary objects, phenomena or concepts that are of academic interest to or have a
spiritual value for a particular community. On incorporation of the Association,
Stichting Nederlands Uitvaartmuseum, a foundation having its seat in
Amsterdam, is admitted as Ordinary Member.
2. A candidate for Ordinary Membership must endorse the principles of the
International Council of Museums, in particular the ICOM Code of Professional
Ethics, before being eligible for membership.
3. Ordinary Members must be represented by a natural person, appointed to that
end by the Ordinary Member in question, who may exercise the membership
rights of the Ordinary Member he or she represents.
The Board must be notified in writing of the appointment of a natural person as
representative of an Ordinary Member.
Article 6 Associate Members
1. Associate Members are all natural persons and/or legal entities other than
Ordinary Members that have been admitted to membership in the manner set out
in Paragraph 2 of Article 4.
2. Associate Members do not have any rights and obligations other than those
granted to or imposed on them in or pursuant to the Constitution.
3. The rights and obligations of an Associate Member may be terminated at any
time by either party giving notice to that effect, with the proviso that the full annual
membership fee remains due for the then current financial year.
Notice of termination of membership by the Association shall be given by the Board.
Article 7 Termination of membership
1. Membership of the Association will terminate:
a. if a member dies; a transfer of membership by inheritance is not permitted; if
the member is a legal entity: at the time of its dissolution;
b. if a member resigns from membership;
c. if the Association gives notice of termination of membership.
The Association may give notice of termination of membership if a member
no longer meets the membership requirements set out in the Constitution or
fails to meet its obligations to the Association, or if the Association cannot
reasonably be expected to allow membership to continue;
d. if a member is expelled. A member may be expelled only if it acts in contravention of the Constitution, standing orders, regulations or resolutions of the Association, or
unreasonably prejudices the Association.
2. Notice of termination of membership by the Association shall be given by the Board.
3. Notice of termination of membership by a member shall be given in writing to the Board.
4. A member or the Association may give notice of termination of membership only
with effect from the end of a financial year; the minimum notice period is four weeks.
However, membership may be terminated with immediate effect if the Association
or the member cannot be expected to allow membership to continue.
5. If notice of termination is given in contravention of the preceding Paragraph,
membership will terminate with effect from the earliest possible date following the
date for which notice has been given.
6. A member is not permitted to give notice of termination of membership in order to
evade the consequences of a resolution by which the members’ financial
obligations are increased.
7. A resolution to expel a member shall be passed by the Board.
8. A member may appeal to the General Meeting against a resolution of the
Association to terminate its membership on the grounds that the Association
cannot reasonably be expected to allow membership to continue, and against an
expulsion resolution; such an appeal must be lodged within one month of receipt
of the notice of the resolution in question.
To that end, the member in question shall be notified of the resolution and of the
reasons for the resolution in writing as soon as possible.
During the period in which an appeal may be lodged and pending the appeal, the
member in question shall be suspended from membership.
9. If membership is terminated in the course of a financial year, the full annual
membership fee remains due.
Article 8 Annual membership fee
1. The members are required to pay an annual membership fee as determined by
the General Meeting.
2. Associate Members may be required to pay an annual membership fee as
determined by the General Meeting.
Article 9 Board
1. The Association is managed by a Board consisting of no fewer than three (3)
members.
2. The members of the Board shall be appointed by the General Meeting. Board
members may be appointed from outside the membership of the Association.
Board members shall be appointed for a term of four (4) years.
A retiring Board member shall be eligible for immediate re-election.
3. The international federation: “International Federation of Thanatologists
Associations - FIAT-IFTA”, having its seat in Hilversum, hereinafter referred to as:
“FIAT-IFTA”, shall have the right to nominate a candidate for appointment to one
position on the Board of the Association, which nomination shall be binding. If
such a right of nomination exists with respect to a vacant position on the Board,
FIAT-IFTA shall nominate a candidate within sixty (60) days.
However, the General Meeting may set aside the binding nature of the
nomination at any time by a resolution passed by a majority of at least two thirds
of the votes cast, with the proviso that such majority represents more than two
third of the members with voting rights.
The nomination shall be included in the notice of the General Meeting at which
the appointment in question will be considered.
4. The Board (with the exception of the first Board whose members are appointed to
office) shall elect a Chair, a Secretary and a Treasurer from its number. The
positions of Secretary and Treasurer may be held by one person.
5. If the number of Board members falls below three, the Board shall nevertheless
retain its powers.
However, the Board shall be required to convene a General Meeting as soon as
possible to address the filling of the vacancy or vacancies.
6. The Secretary shall take minutes of the proceedings at each Board meeting,
which will be approved and signed as a true and accurate record of the meeting
by the Chair and the Secretary. The provisions of Paragraphs 2 and 3 of Article 17 apply by analogy.
7. Standing orders may be adopted to provide further procedural guidance in
relation to Board meetings and decision-making by the Board.
Article 10 Termination of Board membership
1. Each Board member may be suspended or removed from office by the General
Meeting at any time.
If a Board member is suspended but not removed from office within three months,
the suspension will end on expiry of such period.
2. Board membership will also terminate if a Board member steps down or dies or, if
the Board member is a legal entity, by its dissolution.
Article 11 Representation
Without prejudice to the provision in the final sentence of Paragraph 2 of Article 12,
the Association may be represented:
a. either by the Board;
b. or by two Board members acting jointly.
Article 12 Duties of the Board
1. The Board is charged with the management of the Association, subject to the
restrictions set out in the Constitution.
2. Subject to the approval of the General Meeting, the Board may decide to enter
into agreements for the acquisition, disposal and encumbrance of property
subject to compulsory registration and to enter into agreements by which the
Association binds itself as surety, guarantor or joint and several debtor, warrants
performance by a third party or guarantees third-party debts.
The absence of such approval may be invoked against third parties.
Article 13 Annual report and financial statements
1. The Board is required to keep such records of the Association’s financial position
as to ensure that the Association’s rights and obligations can be ascertained at
any time.
2. At a General Meeting held within six months of the end of the Association’s
financial year, barring extension of this period by the General Meeting, the Board
shall report on the affairs of the Association and the policies pursued in the past
financial year, and present a balance sheet and a statement of income and
expenditure with accompanying notes for the past financial year to the General
Meeting for approval.
The balance sheet and the statement of income and expenditure with
accompanying notes must be signed by all Board members; if the signature of
any of them is missing, this shall be noted along with the reason.
After the expiry of the aforesaid six-month period, each member of the
Association may request the court to order the joint Board members to meet the
obligations set out in this Paragraph.
3. Each year, the General Meeting shall appoint a committee from within the
Association’s membership, consisting of no fewer than two persons who may not
be members of the Board. The committee shall audit the financial statements prepared by the Board and
report on its findings to the General Meeting.
4. The General Meeting may disband the committee at any time, on condition that
another committee is appointed at the same time.
5. The adoption of the financial statements by the General Meeting shall discharge
the Board from liability.
6. The Board is required to retain the documents referred to in Paragraphs 1 and 2
for a period of seven years.
Article 14 General Meeting
1. The Board shall convene a General Meeting at least once a year and,
furthermore, whenever it considers a meeting appropriate or whenever it is
required by law or the Constitution to convene a General Meeting. The working
language of meetings is English, unless the Chair decides otherwise. The annual
General Meeting of the Association should be scheduled to coincide with the
annual general meeting of FIAT-IFTA as far as possible.
2. Notices of meeting shall be sent to the members’ addresses.
3. Moreover, the Board is required to convene a General Meeting at the written
request of at least ten members with voting rights, which General Meeting must
be held within four weeks of the request.
If the Board fails to comply with such a request within fourteen days, the
members requesting the meeting may convene a General Meeting themselves,
either in the way in which the Board convenes General Meetings or by placing an
advertisement in at least one national daily newspaper.
4. The agenda for the meeting referred to in Paragraph 2 of Article 13 shall also
include the following items:
a. the filling of any vacancies,
b. the appointment of the members of the committee referred to in Paragraph 3 of Article 13,
c. the determination of the annual membership fee.
Article 15 Admission and voting rights
1. All Ordinary Members, all representatives of the Associate Members referred to in
Article 6, all Honorary Members and all Board members may attend the General
Meeting.
Suspended members and suspended Board members may not attend the
General Meeting, with the proviso that a suspended member is entitled to attend
the General Meeting at which the suspension resolution is considered and to
address the meeting in relation to the suspension resolution.
2. The Chair shall decide on the admission of any persons other than those referred
to in Paragraph 1.
3. All Ordinary Members, all representatives of the Associate Members referred to in
Article 6, all Honorary Members and all Board members are entitled to address
the General Meeting.
4. Each non-suspended Ordinary Member has one vote. Other members have no
voting rights. Each non-suspended Board member who is not a member of the
Association has one vote, with the proviso that the total number of votes cast by
such Board members may not exceed fifty per cent of the number of votes cast
by the Ordinary Members.

5. Each Ordinary Member shall designate a representative and a deputy
representative. An Ordinary Member may appoint another Ordinary Member in
writing to act as its proxy; such an appointment is valid for one meeting only. An
Ordinary Member may act as proxy for no more than two other Ordinary
Members.
An Ordinary Member may also appoint the Chair in writing to act as its proxy;
such an appointment is valid for one meeting only.
Article 16 Minutes
The Secretary or another person designated for that purpose by the Chair shall take
minutes of the proceedings at each meeting, which must be confirmed as an accurate
record of the meeting at the same meeting or at a subsequent General Meeting.
Article 17 Chairing of General Meetings
1. The General Meetings shall be chaired by the Chair of the Association or his or
her deputy.
If they are both absent or unable to act, the meeting will be chaired by one of the
other Board members designated by the Board.
If no such Board member is designated, the meeting itself will appoint someone
else to chair the meeting.
2. The opinion expressed by the chair of the General Meeting that a resolution has
been passed by the meeting is decisive.
The same applies to the subject matter of a resolution that has been passed, in
so far as the motion voted on was not recorded in writing.
3. However, if the opinion of the chair of the meeting, referred to in Paragraph 2, is
challenged immediately after it is expressed, a new vote shall be taken if so
desired by the majority of the meeting or, if the original vote was not taken by roll
call or by ballot, by a person who is present and entitled to vote.
The legal consequences of the original vote become null and void as a result of
such a new vote.
Article 18 Decision-making
1. All resolutions of the Association’s governing bodies are passed by an absolute
majority of the votes cast, except as otherwise provided by the Constitution or the
law.
2. Votes on motions concerning persons are taken by ballot, votes on motions not
concerning persons are taken orally, unless the chair of the meeting decides
otherwise. Blank (protest) votes and invalid votes will not be counted.
If the votes are equally divided on a motion concerning persons, a second vote
will be taken between the two persons who secured the largest number of votes.
If the votes are equally divided again, lots will be drawn to decide the issue. If the
votes are equally divided on a motion not concerning persons, the motion is
defeated.
3. A unanimous resolution passed by all Ordinary Members, even if it is passed
without holding a meeting, has the same effect as a resolution of the General
Meeting, on condition that it is passed with the prior knowledge of the Board.
4. As long as all members are represented at a General Meeting, valid resolutions
may be passed with respect to any business, even if no notice of meeting has
been given or if the meeting has not been convened in the prescribed manner, or
if any other provision relating to the convocation and holding of meetings or any
formality relating thereto has not been observed, with the proviso that such
resolutions are passed by unanimous vote.
Article 19 Amendments to the Constitution and dissolution of the Association
1. The Constitution of the Association may be amended only by a resolution of the
General Meeting, passed at a meeting convened by a notice stating that a motion
to amend the Constitution will be considered at that meeting.
2. Not less than seven days’ notice shall be given of such a meeting.
3. Resolutions to amend this Constitution or to dissolve the Association may only be
passed by a majority of at least two thirds (2/3) of the valid votes cast.
4. The persons convening a General Meeting at which a motion to amend the
Constitution is to be considered shall, at least five days before the meeting,
deposit a copy of that motion, containing the exact wording of the proposed
amendment, at an appropriate location, where it must be available for inspection
by the members until the end of the day on which the meeting is held.
5. A resolution to amend the Constitution may be passed only with the prior
approval of the Executive Committee of FIAT-IFTA.
6. An amendment to the Constitution shall not take effect until it has been laid down
in a notarial deed. Each Board member shall be entitled to arrange for the deed of
amendment to be executed.
Article 20 Dissolution
1. If the Association is dissolved, its affairs will be wound up and its assets will be
liquidated by the Board.
The provisions of this Constitution will remain in force as far as possible during
the winding-up and liquidation period.
2. Any surplus on winding up must be appropriated in line with the Association’s
objects as far as possible.
Article 21 Standing orders
1. The General Meeting may adopt standing orders containing more detailed
provisions regarding membership, the amount of the membership and admission
fees, the duties and responsibilities of the Board, the meetings, the exercise of
voting rights and any other matters requiring further regulation.
2. The standing orders may be amended by a resolution passed by the General
Meeting by a majority of at least two thirds (2/3) of the valid votes cast, at the
written request of at least one third of the members of the Association.
3. The standing orders may not contain any provisions that derogate from or conflict
with the provisions of the law or the Constitution, except where such derogation is
permitted by law or the Constitution.
Committees, regulations
Article 22  Committees
1. The Board may appoint committees, including a committee of experts, and set
their terms of reference. The Board may disband a committee.
2. The duties, responsibilities, procedures and working practices of the committees
referred to in Paragraph 1 will be set out in regulations prepared by the Board.
The Board shall be entitled to amend and repeal such regulations.
Article 23 Final provision
The following are appointed as the first members of the Board:
Mr J.M.H.J. Keizer, the person appearing named above under 1, as Chair;
Mr D. van Vuure, the person appearing named above under 2, as Secretary;
Mr F. Sánchez, as Treasurer;
Mrs. K. Gernig, as Board member.
The persons appearing are known to me, civil law notary, and I, civil law notary, have
established their identity by reference to the aforesaid documents which are intended
for that purpose.