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ARTICLES AND BYLAWS

 IMSF Articles of Association

INTERNATIONAL MASS SPECTROMETRY FOUNDATION BYLAWS
68880 CM

On 2 October, nineteenhundred and ninety-eight appeared before me, THEODORUS ALEXANDER RITSEMA, notary public residing at Apeldoorn:

  1. Dr. JAN VINK, chemist, born in Moordrecht on 2 April, nineteenhundred and forty-four, holder of passport number N66290253, issued at Apeldoorn on 9 February, nineteenhundred and ninety-eight, residing at Montanalaan 8, 7313 CJ Apeldoorn, married;
  2. Professor NICOLAAS MARTINUS MARIA NIBBERING, chemist, born in Zaandam on 29 May, nineteenhundred and thirty-eight, holder of passport number 0063393175, issued at Abcoude on 9 February, nineteenhundred and ninety, residing at Janshof 39, 1391 XK Abcoude, married.

The appearers declared to establish by this deed a foundation, for which the following Articles of Association shall apply:
 

ARTICLES OF ASSOCIATION


Article 1.
NAME, REGISTERED OFFICE AND DURATION

  1. The name of the foundation is: International Mass Spectrometry Foundation.

  2. The foundation's registered office is situated at Apeldoorn, the Netherlands.

  3. The foundation has been established for an indefinite time.


Article 2.
OBJECT

The objects of the foundation are to organise in diverse countries conferences and workshops in the field of mass spectrometry, as well as to improve education in the field of mass spectrometry, to standardise terminology and to further publications in the field of mass spectrometry, and to do all things that are, directly or indirectly, generally incidental to, or conducive to the attainment of these objects.


Article 3.
CAPITAL

The foundation's capital shall be formed by:


Article 4.
BOARD

  1. The foundation's board shall consist of at least seven members, whose first members are appointed by this deed. The number of members shall be determined by the board, with due observance of the provisions stated in the previous sentence.

  2. The board (with the exception of the first board, whose members are appointed to a particular function) shall select from among its members, a chairman, a secretary and a treasurer. The functions of secretary and treasurer may also be held by one and the same person.

  3. Each member of the board shall step down after a maximum of three years following their appointment, in accordance with a schedule for retirement by rotation drawn up by the board. The retiring board member is eligible for reappointment. The person appointed to fill a temporary vacancy shall take over his/her predecessor's position until the scheduled retirement by rotation.

  4. In the event that one or more vacancies arise on the board, the remaining board member or members shall provide for the appointment of one or more successors within two months after the vacancy or vacancies arose. If the meeting of affiliates has drawn up one or more proposals for the appointment of a board member, as referred to in article 10, subsection 4, the Board shall strive to appoint the person proposed as a board member.

  5. Any person who has been dismissed from office as a board member of a foundation by a court of law five years or less prior to the proposed appointment shall not be eligible as a member of the board.

  6. In the event of one or more board members being absent or unavailable, the remaining board member or members shall nevertheless constitute a legal board, with due observance of article 7.

  7. The board is authorised to suspend or remove a member of the board from office.

  8. The members of the board shall not receive a remuneration for their activities. They shall have a right to an allowance for expenses made in the performance of their functions.

  9. Each board member shall be liable towards the foundation for the reasonable execution of the tasks assigned to him. If two or more board members are responsible for a specific territory, each one of them is fully liable with respect to any shortcoming, unless such shortcoming is not attributable to him and he has not been negligent in taking measures to avert its consequences.


Article 5.
BOARD MEETINGS AND BOARD RESOLUTIONS

  1. The board shall decide where the board meetings are to be held.

  2. Annually at least one meeting shall be held and the board shall decide on its form.

  3. In addition, meetings shall be held each time the chairman deems this desirable, or if one of the board members submits a written request for this purpose to the chairman, stating exactly the items to be dealt with. If the chairman does not grant such a request, to the effect that the meeting can be held within three weeks after the request, the applicant himself shall be authorised to convene a meeting, with due observance of the required formalities.

  4. The meeting is called by the chairman, notwithstanding the provisions of subsection 3, at least fifteen days in advance, not counting the day of of the notice convening a meeting and the day the meeting shall be held, by means of letters of convocation.

  5. Besides the venue and time of the meeting, the convocation shall mention the business to be transacted.

  6. Insofar as all board members that are in office are present at a board meeting, valid resolutions may be taken about all matters raised, provided they are taken unanimously, even though the regulations prescribed by the articles of association for calling and holding meetings have not been observed.

  7. The meetings shall be presided by the chairman of the board; in his absence, the meeting itself shall appoint its chairman.

  8. Minutes of the proceedings in the meetings shall be taken by the secretary or by one of those present as requested by the chairman. The minutes shall be drawn up and signed by the chairman and secretary of the meeting.

  9. The board may only take valid resolutions, if the majority of its members that are in office are present or represented at the meeting. A board member may be represented by another board member on submission of a written proxy that is deemed sufficient by the chairman of the meeting. A member of the board may only appear as the proxy of one member of the board. If votes are cast for a proposal to dismiss a member of the board as referred to in article 8, the member of the board, whose dismissal is concerned shall not be allowed to take part in the voting and this member of the board shall not be counted for the quorum, as set out in the first full sentence of this subsection.

  10. The board may also take resolutions outside meetings, provided all members of the board have been offered the opportunity to express their views in writing, by telegraph, telex, fax, or e-mail. The secretary shall draw up a report of a resolution thus taken, which after having been co-signed by the chairman, shall be added to the minutes, together with the replies received.

  11. Every member of the board shall have the right to cast one vote. Insofar as these articles do not prescribe a larger majority, all resolutions by the board shall be taken by a simple majority of valid votes. The chairman's judgement expressed during the meeting with respect to the outcome of a vote shall be decisive. The same shall apply to the content of a resolution taken insofar a vote was cast on a motion not submitted in writing. If upon pronouncement of a judgement by the chairman, the correctness thereof is disputed, a new vote shall be held, if the majority of the meeting, or, in case the original vote was not by poll or by ballot, a voting member present requires so. As a result of this new vote, the legal consequences of the original vote shall be cancelled.

  12. All votes at the meeting shall be oral, unless the chairman deems a ballot desirable, or one of the voting members requests this before the vote. Votes by ballot shall be cast via signed, closed pieces of paper.

  13. Blank votes shall be deemed not to have been cast.

  14. In all voting disputes that are not covered by the articles, the chairman shall decide.


Article 6.
AUTHORITY OF THE BOARD

  1. The board shall be charged with managing the foundation.

  2. The board shall not be authorised to decide to conclude agreements for acquiring, alienating, and mortgaging register-bound goods.

  3. The board shall not be authorised to decide to conclude agreements for which the foundation binds itself as a surety or joint and several debtor, answers for third parties or gives security for a debt of others.


Article 7.
REPRESENTATION

  1. The foundation shall be represented by:
    1. either the board;
    2. or two members of the board acting jointly.

  2. The board may also appoint authorised representatives with general or restricted powers of attorney. Each of these shall represent the foundation in due observance of the limitations imposed on his authority. Only members of a committee set up by the board as referred to in article 9 can be appointed as authorised representatives.


Article 8.
TERMINATION OF BOARD MEMBERSHIP


The board membership shall end:

  1. through the death of a member;
  2. on losing the free control over his ability;
  3. on written resignation;
  4. at the moment determined by the schedule of rotation in article 4, subsection 3;
  5. on dismissal on the grounds of section 298, Book 2, of the Dutch Civil Code;
  6. on dismissal by the board.


Article 9.
COMMITTEES/REGULATIONS

  1. The board shall be authorised to have committees, which can be established and dissolved by the board, carry out specific elements of its task. The board appoints and dismisses the members of the committees.

  2. The board shall be authorised to lay down one or more regulations to settle those issues that are not covered by these articles.

  3. If the board sets up a committee, the board shall lay down regulations specifying the tasks and authorisations of a committee, as well as the division of activities and the appointment of the committee members.

  4. A regulation shall not be contrary to the law or these articles.

  5. The board shall at all times be authorised to change or cancel a regulation.


Article 10.
AFFILIATES

  1. The foundation has affiliates. Natural persons, organisations, and legal entities that subscribe to the object of the foundation and want to further the realisation thereof, can be affiliated.

  2. The board shall decide on the admittance of affiliates and can lay down conditions and/or the obligation to pay an annual contribution to the foundation for such admittance. The rights and duties of the affiliates can at all times be terminated by both parties. Termination by the foundation shall be effected by the board.

  3. The affiliates shall convene on the occasion of an international conference on mass spectrometry, called for this purpose by the board and at the venue to be determined by the board. The board determines the agenda of the meeting of affiliates.

  4. The meeting of affiliates may make recommendations regarding the object of the foundation and is also authorised to make non-binding recommendations for the appointment of members of the board.


Article 11. 
FISCAL YEAR AND ANNUAL ACCOUNTS

  1. The foundation's fiscal year shall coincide with the calendar year.

  2. Each year on the thirty-first of December the books of the foundation shall be balanced. From these, the treasurer shall draw up a balance and a statement of assets and liabilities (hereinafter to be jointly called: annual accounts) of the concluded fiscal year. These annual accounts, insofar as the board desires so, accompanied by a report from a chartered public accountant or from an accountant-administrative consultant, shall be offered to the board within six months following the completion of the fiscal year.

  3. The annual accounts shall be determined by the board and kept for a minimum of ten years.


Article 12.
AMENDMENT OF THE ARTICLES OF ASSOCIATION

  1. The board shall be authorised to amend these articles. A resolution to amend the articles of association shall only be adopted with two-thirds of the votes cast.

  2. On pain of being null and void, the amendment shall be established by a notarial deed. Each of the members of the board shall be authorised to draw up that deed.

  3. The members of the board are bound to deposit an authentic extract of the amendment, as well as the amended articles, at the offices of the Public Register of Foundations, held by the Chamber of Commerce and Industry, within whose district the foundation has its registered office.


Article 13.
DISSOLUTION AND LIQUIDATION

  1. The board shall be authorised to dissolve the foundation. The provisions of article 12, subsection 1, shall apply to the resolution to do so.

  2. The foundation shall continue to exist after its dissolution, insofar as this shall be required for the liquidation of its capital. To documents and announcements originating from the foundation shall be added the name: in liquidation.

  3. The liquidation shall be effected by the members of the board.

  4. The liquidators shall ensure that the dissolution of the foundation is entered into the register, as referred to in article 12, subsection 3.

  5. During liquidation, the provisions of these articles shall remain in force insofar as possible.

  6. Any credit balance of the dissolved foundation shall be paid to a legal entity to be designated by the board upon the resolution for dissolution, whose object coincides as much as possible with that of the foundation, to be determined by the board. In the event that and insofar such a designation has not taken place or can no longer be executed, the credit balance shall, at the request of the liquidator(s), be spent for an object to be determined in conformity with the cantonal judge or other judge in whose legal territory the registered office of the foundations is situated.

  7. The accounts and records of the foundation so dissolved shall remain for a period of ten years after liquidation, in the custody of the youngest liquidator or another person to be appointed by the liquidator(s).


Article 14.
FINAL ARTICLE


In all cases not provided for by the Articles of Association or by law, the board shall decide. In conclusion, the appearer declares, for the execution of the provisions in article 4, subsections 1 and 2, that the number of members of the board is fixed at sevenand that for the first time as members of the foundation's board shall be appointed:

 

The appearer is known to me, notary public, and the identity of the appearer involved in this deed has been determined by me, notary public, on the basis of the document referred to above and intended for that purpose.
IN WITNESS WHEREOF, the original of this deed was executed at Apeldoorn, on the date first above written.
The substance of this deed having been stated to the appearer, he declared that he noted the contents thereof and that he relinquished his right to a full reading of the text.
Whereupon this deed was signed, after a summary reading, by the appearer and me, notary public.


IMSF By-Laws


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INTERNATIONAL MASS SPECTROMETRY FOUNDATION BYLAWS
146859 AMK


Article 1. Articles of Association

The International Mass Spectrometry Foundation (hereinafter to be referred to as: the Foundation) is a non-profit foundation with registered address at Apeldoorn, the Netherlands, and known as "Stichting International Mass Spectrometry", with formal Articles of Association.

Article 2. Amendments of the Articles of Association and/or the Bylaws

  1. The Foundation's board (hereinafter to be referred to as: the Executive Committee) shall be authorized to amend the Articles of Association of the Foundation. A resolution to amend the Articles of Association shall only be adopted with two-third of the votes cast.

  2. The Executive Committee shall at all times be authorized to amend the Bylaws of the Foundation.

  3. The Executive Committee is authorized to renumber articles and sections of the Bylaws of the Foundation to correspond with any changes that may be made.

Article 3. Object

It is the purpose of the Foundation to advance the science and practice of mass spectrometry worldwide by the promotion and dissemination of knowledge. Therefore, the objects of the Foundation are to organize conferences and workshops in diverse countries in the field of mass spectrometry, as well as to improve education in the field of mass spectrometry, to standardise terminology and to further publications in the field of mass spectrometry, and to do all things that are, directly or indirectly, generally incidental to, or conductive to the attainment of these objects.

Article 4. Affiliates

  1. The Foundation has affiliates. Organisations and legal entities that subscribe to the object of the Foundation and want to further the realisation thereof, can be affiliated. There shall be two classes of affiliates:
    1. Institutional Affiliates: any national mass spectrometry society or other national society, which aims to represent mass spectrometry, may apply to join the Foundation as Institutional Affiliate; and
    2. Corporate Affiliates: any corporate entities with a bona-fide interest in mass spectrometry may apply to join the Foundation as Corporate Affiliate.

  2. Application for admittance as an affiliate of the Foundation shall be made in writing to the Secretary of the Foundation. Normally, only one Institutional Affiliate will be allowed per country. The Executive Committee shall decide on the admittance of affiliates.

  3. All affiliates are to pay an annual contribution to be determined by the Executive Committee.

  4. The admittance becomes effective January 1 following up receipt of the aforementioned annual contribution by the Treasurer of the Foundation and a properly executed application.

  5. An organisation or entity will stop being an affiliate if dues in arrears are not paid by June 30 of the year concerned. Payment of current and outstanding dues shall suffice for reinstatement.

  6. The rights and duties of the affiliates can at all time be terminated without prejudice by written notice of the affiliate concerned to the Secretary of the Foundation.

  7. Together the representatives of the Institutional Affiliates and the representatives of the Corporate Affiliates form the Meeting of Affiliates of the Foundation.

  8. Methods used by each of the Institutional Affiliates to select its representative on the Meeting of Affiliates shall be decided by its national society, foundation or group, but democratic procedures are expected to be followed.

  9. The representative of each of the Corporate Affiliates will be expected to be one of the members of the board of directors of the corporation concerned.

  10. The Meeting of Affiliates shall convene on the occasion of an international conference on mass spectrometry, called for this purpose by the Executive Committee and at the venue to be determined by the Executive Committee. The Executive Committee will send a notice to each member of the Meeting of Affiliates at least three months before the aforementioned meeting of the Meeting of Affiliates.

  11. The Meeting of Affiliates may make recommendations regarding the object of the Foundation and is also authorized to make non-binding recommendations for the appointment of members of the Executive Committee.

Article 5. Executive Committee

  1. The management and the policy-making of the Foundation shall be vested in the Executive Committee consisting of eight members. Three of the members of the Executive Committee have to represent the three regions as referred to in Article 6. of these Bylaws, these three representatives hereinafter to be referred to as: Regional Representatives. The members of the Executive Committee shall select from among its members a President, a Vice-President Foundation and a Vice-President Conference. Furthermore the members of the Executive Committee shall select from its members a Secretary and a Treasurer.

  2. The Vice-President Conference shall simultaneously be the chairperson of the next International Mass Spectrometry Conference, hereinafter to be referred to as: the IMSC.

  3. Each member of the Executive Committee shall step down after a maximum of two years following his or her appointment, in accordance with a schedule for retirement by rotation drawn up by the Executive Commitee. The retiring member of the Executive Committee is eligible for reappointment with the restriction of no more than two terms at the same position. The person appointed to fill a temporary vacancy shall take over his or her predecessor's position until the scheduled retirement by rotation.

  4. The retiring President will automatically become the Past-President of the Executive Committee until he or she will be replaced by his or her successor.

  5. In the event that one or more vacancies arise on the Executive Committee, the remaining members of the Executive Committee shall provide for the appointment of one or more successors within two months after the vacancy or vacancies arose. If the Meeting of Affiliates has drawn up one or more proposals for the appointment of a member for the Executive Committee, the Executive Committee shall strive to appoint the person or persons proposed by the Meeting of Affiliates.

  6. No member of the Executive Committee shall receive salaries or fees for his or her services. Members of the Executive Committee shall have a right to an allowance for expenses made in the performance of their functions.

Article 6. Regional Representatives

  1. The selection by the Executive Committee of the three Regional Representatives is restricted to members of countries that belong to the geographical region in question. The three regions will be:
    • Region A: Europe;
    • Region B: Asia/Oceania; and
    • Region C: Africa/Americas,
    with the Executive Committee making any decision on borderline assignments.

  2. Notwithstanding any other provisions, no more than four members of the Executive Committee shall be from any single region.

Article 7. Authority of the Executive Committee

  1. The Executive Committee has the power to do all things that may be incidental or conductive to the attainment of the object of the Foundation and in particular to:
    1. sell, give, transfer, demise and otherwise deal with any property of the Foundation, notwithstanding the provisions set out in Article 7 paragraph 2 of these Bylaws;
    2. raise and borrow money and secure the repayment of money raised or borrowed or the repayment of any debt or liability of the Foundation by any lawful means;
    3. invest any moneys of the Foundation for the purpose of the Foundation upon such terms and in such manner as the Executive Committee thinks fit;
    4. undertake and execute any trusts within the purpose of the Foundation and accept any gift, endowment, bequest or device made to the Foundation generally or for the purpose of any specific charitable object of the Foundation and to carry out any trust attached to such gift, endowment, bequest or device;
    5. draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, warrants and other negotiable instruments, notwithstanding the provisions set out in article 7 paragraph 2 of these Bylaws;
    6. remove or suspend any subordinate officer or servant and to determine their duties and affix their salaries;
    7. determine who shall be authorized on behalf of the Foundation to sign bills, notices, receipts, acceptances, endorsements, cheques, releases, contracts and any other instrument;
    8. under the Executive Committee's responsibility delegate any of her powers to any standing committee, special committee or to any officer or agent of the Foundation, with such powers as the Executive Committee may deem fit and proper to grant; and
    9. generally do all such lawful acts and things that are not by the Articles of Association of the Foundation or by these Bylaws directed or requested to be done by members of the Executive Committee; and
    10. appoint all committees, except as may be otherwise provided.
  2. The Executive Committee shall not be authorized to:
    1. decide to conclude agreements for acquiring, alienating and mortgaging register-bound goods;
    2. decide to conclude agreements for which the Foundation binds itself as a surety or joint and several debtor, answers for third parties or gives security for a debt of others.

Article 8. Duties of the Members of the Executive Committee

  1. The President of the Executive Committee shall be the chief officer of the Foundation. The President shall:
    1. preside at all meetings of the Executive Committee and the Meeting of Affiliates;
    2. have general and active management of the business of the Foundation;
    3. see that all orders and resolutions of the Executive Committee are carried out;
    4. execute all bonds and all contracts of the Foundation;
    5. have general superintendence and direction of all other officers of the Executive Committee and see that their duties are properly performed;
    6. submit a report of the operations of the Foundation to the Executive Committee at the annual meeting and to the Meeting of Affiliates at its biennial meeting;
    7. from time to time report to the Executive Committee all matters that may affect the Foundation;
    8. be "ex-officio": a member of all committees set up by the Foundation for the purpose of transaction of the business of the Foundation; and
    9. send, or cause to be sent by the Secretary of the Executive Committee, notices of any meeting of the Executive Committee.
  2. The Vice-President Foundation of the Executive Committee shall:
    1. be vested with all powers of the President in the absence of the latter; and
    2. perform all of the duties of the President in the absence of the latter at meetings or if indisposed and shall have such other duties as may, from time to time, be determined by the Executive Committee.
  3. The Vice-President Conference of the Executive Committee shall:
    1. have primary responsibility for the IMSC; and
    2. have such other duties as may, from time to time, be determined by the Executive Committee.
  4. The Secretary of the Executive Committee shall:
    1. attend all meetings of the Executive Committee and the Meeting of Affiliates and record all votes and minutes of all proceedings;
    2. perform such other duties as may be prescribed by the Executive Committee or the President of the Executive Committee;
    3. be the custodian of all books and records of the Foundation except as may be otherwise provided; and
    4. prepare or cause to be prepared a report of the Meeting of Affiliates to the Executive Committee.
  5. The Treasurer of the Executive Committee shall:
    1. have charge of all funds of the Foundation;
    2. deposit the funds of the Foundation in name of the Foundation in depositories designated by the Executive Committee;
    3. arrange for the payment of all valid bills and debts of the Foundation from its funds; and
    4. make a complete and accurate report of the finances (a balance and a statement of assets and liabilities) of the Foundation of each concluded fiscal year and offer these annual accounts to the Executive Committee within six months following the completion of the fiscal year.

Article 9. Meetings of the Executive Committee

  1. Annually at least one meeting of the Executive Committee shall be held and the Executive Committee shall decide on its form. In addition, meetings shall be held each time that the President deems this desirable, or if one of the members of the Executive Committee submits a request for this purpose to the President, stating exactly the items to be dealt with. The meetings shall be conducted in accordance with procedures laid down in Article 5 of the Articles of Association of the Foundation.

  2. A simple majority of those present or represented shall be required to pass any motion at any meeting of the Executive Committee.

  3. Each member of the Executive Committee shall be entitled to one month's notice of any meeting of the Executive Committee.

  4. Whenever any notice is required to be given by the provisions of these Bylaws, a waiver thereof in writing, signed by the person entitled to such notices whether before or after the time stated therein, shall be equivalent to the required note.

Article 10. Meetings of the Affiliates

  1. The Meeting of Affiliates shall meet every two years during the IMSC. At least 25% of the affiliates present, and entitled to vote, shall constitute a quorum for the purpose of transaction of business. The business of this meeting shall, among other business that may be transacted, be:
    • to confirm the minutes of the previous meeting;
    • to receive the President's report on the activities of the Foundation during the preceding two years;
    • to receive and consider the Treasurer's report covering the preceding two years;
    • to receive the Vice-President's report on the conduct of the IMSC concerned;
    • to confirm the admission of new members of the Meeting of Affiliates by the Executive Committee upon proper request and presentation of credentials;
    • as far as applicable, to draw up one or more proposals for the appointment of (a) member(s) of the Executive Committee;
    • to endorse the decisions of the selection committee's for the awards of the Foundation; and
    • to determine the host country for the next but one IMSC.

  2. Notice of the biennial meeting of the Meeting of Affiliates shall be sent to each affiliate at least three months before the meeting.

  3. Whenever any notice is required to be given by the provisions of these Bylaws, a waiver thereof in writing, signed by the person entitled to such notices whether before or after the time stated therein, shall be equivalent to the required note.

Article 11. Scientific Meetings, the International Mass Spectrometry Conference

  1. The Foundation will organize the IMSC, which will be held every two years. Matters regarding the IMSC shall be dealt with by a sub-Committee of the Executive Committee, hereinafter to be referred to as: the Conference Committee.

  2. The Conference Committee shall be chaired by the upcoming Conference Chairperson (who is a Vice-President of the Executive Committee) and shall consist of the Chairpersons of the previous two IMSCs together with the selected Chairperson of the next IMSC but one. This Conference Committee shall liaise with a National Organizing Committee, which shall be responsible for the actual IMSC organization.

  3. The Conference Committee shall retain the IMSC documentation for the files of the Foundation and provide advice on the IMSC arrangements.

  4. Financial matters, including the contract with the National Organizing Committee and arrangements for publication of conference materials, shall require the approval of the Executive Committee.

  5. The Awards program shall be administrated by the Executive Committee in accordance with Article 14. of these Bylaws.

  6. The host country for the next but one IMSC shall be selected on the basis of competitive presentations made to the Meeting of Affiliates at its biennial meeting. The Executive Committee shall request submissions for consideration for host nations at least six months prior to this biennial meeting of the Meeting of Affiliates. Notification of intention to submit a presentation must be made at least three months before the meeting of the Meeting of Affiliates.

  7. Financial terms under which the IMSC will be operated shall be agreed to by the Executive Committee and the host National Society at the time of its selection.

  8. The Executive Committee may lend the IMSC sponsorship to other scientific meetings of an international nature, which promote the purpose of the Foundation.

Article 12. Book inspection

The books, accounts and records of the Foundation shall be open for inspection by any member of the Executive Committee at any time. Institutional Affiliates of the Foundation may, upon written request to the Executive Committee, inspect such books, accounts and records of the Foundation at such reasonable times as the Executive Committee may designate.

Article 13. Finances

  1. The Executive Committee will be responsible for finances, which will be administered according to Dutch Law.

  2. All financial decisions shall be taken by the Executive Committee by a simple majority of validly cast votes. The President's judgment expressed during the meeting with respect to the outcome of a vote shall be decisive.

  3. The financial year of the Foundation shall be from January 1 to December 31.

  4. The Treasurer of the Executive Committee will draw up an annual financial report (a balance and a statement of assets and liabilities) of the Foundation of each concluded fiscal year and offer these annual accounts to the Executive Committee within six months following the completion of the fiscal year. This financial report will be made available to Institutional Affiliates and on request to Corporate Affiliates.

  5. A two-year financial report will be drawn up by the Treasurer of the Executive Committee which report will be offered to the Meeting of Affiliates at the biennial meeting of the Meeting of Affiliates of the Foundation.

Article 14. Awards Program

The encouragement and recognition of outstanding contributions to mass spectrometry shall be promoted by an awards program. These will be administered by the Executive Committee according to an agreed set of rules for each award.

Article 15. Dissolution

In the event of either voluntary or involuntary dissolution of the Foundation, the funds or assets of the Foundation, remaining after discharging all just debts of the Foundation or its officers in the name of the Foundation, shall be dealt with according to Article 13. of the Articles of Association of the Foundation.

Amended December 2010.