The Articles of Association of Licensing Executives Society Benelux
16 September 1994
Name and seat
The society bears the name of: Licensing Executives Society Benelux. The society may also act under the name LES Benelux. It has its official seat in Amsterdam.
The objects of the society are:
- to function as a non-profit making professional and educational society encouraging high standards and ethics among persons engaged in domestic and international licensing and other transfers of technology and intellectual property rights;
- to assist the individual members in improving their skills and techniques in licensing through self-education, carrying out special studies and research, sponsoring educational meetings, publishing articles, reports, statistics and other materials and exchanging ideas related to domestic and international licensing and other transfers of technology and intellectual property rights;
- to inform the public, the business community and governmental bodies in respect of the economic significance and importance of licensing and other transfers of technology and intellectual property rights and in respect of high professional standards of those engaged in the profession of licensing;
- to function as a research organisation and to assist in furthering the licensing and other transfers of technology in order that an optimal use of this technology be effected worldwide.
The society shall, to the extent permitted by Dutch law, in the performance of its activities, comply with the articles of association and rules of LES International, in force from time to time.
- A member is a person who has been accepted as such by the management board following nomination by one or members of the society.
- Membership of the society is limited to natural persons who in their profession or business engage or have engaged in or who are in any other way essentially involved in activities relating to the licensing of technology or any other aspect of transferring intellectual property rights or matters related thereto and to natural persons whose contribution or likely contribution to the development of licensing and other transfers of technology and intellectual property rights the member society deems to be of such importance that justifies honorary membership.
- Only persons who are resident in one of the Benelux countries can be a member. However, persons resident in a country where no member society exists may also be admitted as members as can persons who are at the same time a member of the member society in their country of residence.
- A person who wants to become a member must submit a written application to the membership secretary. The application must be accompanied by a written nomination of one or more members of the society. The written application must, at a minimum, contain: the initials, name, address, and data which are of importance for the determination of the membership fee.
- The board decides whether to admit an applicant.
- The membership secretary immediately notifies the application in writing of the board’s decision.
Members are not liable for obligations of the society.
The society year runs parallel with the calendar year.
End of membership
Membership of the society ends upon:
- death of a member;
- written resignation by a member towards the end of the society’s year, subject to six weeks’ notice;
- termination by the board
- expulsion of a member by the general members’ meeting.
Rights and obligations
- The general members’ meeting determines the annual membership fee and other payments and has also the power to determine whether new members should pay a one-off contribution at the start of their membership
- The board determines in what manner and the latest time at which a member must pay the above mentioned payments.
- Unless the board decides otherwise, persons whose membership has commenced or ended shall owe the membership fee for the entire year in which membership commenced or ended.
- The board has the right to terminate membership of a member if, for a period of six months, he fails to pay the membership fee.
- The general members’ meeting determines the number of board members. The board consists of a president, a president-elect, a vice-president (optional), a secretary, a membership secretary, a treasurer and no more than eight other board members. The board is appointed for a period of two years. After this period, each board member is eligible for re-election. An appointment of a board member during the course of any two year period, is for the remainder of this two-year period.
- Only a person who is a member of the society can become a member of the board.
- Members of the board are appointed, suspended and dismissed by way of a resolution on the general members’ meeting.
- The general members’ meeting appoints the president and the president-elect.
- The board appoints from its midst a vice president (optional), a secretary, a membership secretary and a treasurer. Even if the number of board members is less than the prescribed minimum, the board retains its power. The board is, however, under an obligation to convene a general members’ meeting immediately to fill the vacancy.
- The board, insofar as possible, consists of persons from the Benelux countries and aims to be a reflection of the number of members from the three different Benelux countries.
- Resolutions can only be adopted by a majority of votes cast in a meeting at which not less than half of the members of the board are present or represented.
- Board meetings are convened by the president or three or more members of the board by written convocation subject to fourteen days’ notice and the notice must also contain the agenda.
- The past president advices the board and has the right to attend meetings of the board.
The power to represent the society rests with the board as well as with any two members of the board acting jointly.
The general members’ meeting appoints annually from its midst an auditing committee, consisting of two persons who are not members of the board. The auditing committee shall audit the accounts and the estimate of revenues and expenditures which the board submits to the (annual) general members’ meeting for approval. The auditing committee reports to the general members’ meeting.
General members meeting
- A general members’ meeting is held at least once a year at the official seat of the society or elsewhere in the Benelux (annual members’ meeting).
- All members are admitted to this general members’ meeting and have the authority to take the floor and to make motions. A motion shall be presented to the board in writing at least twenty days before the meeting. The board shall send the motion to all members at least fifteen days before the meeting.
- Each member is entitles to one vote. A member may vote by a proxy who has a written power of attorney provided that the power of attorney is submitted to the chairman before the meeting. A member is not entitled to obtain more than one proxy.
- If, in a meeting, the number of votes of the board is more than 1/3 of the total votes, no valid decisions can be taken at that meeting.
- At least thirty days prior to a general members’ meeting – excluding the days upon which the meeting is convened and the day upon which the meeting is held – the board convenes the meeting by means of a written notice to the members and this notice must also contain athe agenda.
- The following subjects are discussed:
- election of board members;
- the annual report for the past financial year, drawn up by the board;
- the balance and statement of revenues and expenditures of the past financial year;
- financial report drawn up by the auditing committee;
- discharge of responsibility and appointment of a new auditing committee;
- the budget for the next society year.
Decision-making process in general members meeting
Resolutions shall be adopted by an absolute majority of votes, unless the law or these articles of association provide otherwise. In the event of a tie, a resolution shall be considered rejected.
Code of conduct
- The general meeting shall adopt a code of conduct for the members. The members shall comply with the code of conduct. For a decision to adopt or amend the code of conduct, the same requirements shall apply as those that apply to an amendment of these articles of association.
- The general meeting shall appoint from its midst an ethics-committee to which any complaint may be referred for investigation and which shall make recommendations to the board for action if a member does not comply with the code of conduct.
- If a member does not comply with the code of conduct, the board will use whatever informal means appropriate to persuade the member to improve his conduct or to resign from the society.
- The board shall propose that a member how, in the ethics-committee‘s view, does not comply with an informal request as referred to in subsection 3 of this article for expulsion.
Amendment of the articles of association and dissolution
- The general members’ meeting has the power to amend the articles of association. A resolution to amend the articles of association may only be adopted by a majority of not less than two/thirds of the number of validly cast votes at a meeting where not less than half of the members are present or represented. A general members’ meeting in which an amendment of the articles of association is discussed shall be convened in accordance with Article 13 except that the notice which must be given is twice the term. The convocation shall be accompanied by a written draft of the proposed amendment.
- If the meeting in which an amendment of the articles of association is discussed less than half of the members is present, the amendment shall be discussed in a subsequent general meeting. In the subsequent general meeting, convened in accordance with Article 13 (1), a resolution to amend the articles of association may be adopted by a majority of not less than two/thirds of the number of validly votes, irrespective to the number of members present.
- All the above provisions regarding the amendment of the articles of association shall also apply to a resolution to dissolve the society.
- In the event of dissolution of the society the general members’ meeting shall determine the allocation of the balance of the liquidation.