The International Flying Dutchman Class Organization
Original Foundation Rules 1960 Revised Foundation Rules 1988
approved at IFDCO General Committee Meeting 10-7-88 Registered at the Chamber of Commerce • Amsterdam, The Netherlands NrS 206267 20-9-1988
The name of the foundation is the International Flying Dutchman Class Organization Foundation IFDCO.
The Foundation is established at Amsterdam, The Netherlands.
The object of the Foundation shall be to promote, develop and coordinate International Flying Dutchman competitive sailing throughout the world under uniform rules, in cooperation with the International Yacht Racing Union and the National Flying Dutchman Class Associations.
4.1 General Committee
The Foundation shall be administered by a General Committee of at least 6 and not more than 20 Committee members.
4.2 The General Committee are appointed as follows:
4.2.1 Executive Committee
At least 3 and not more than 10 General Committee members shall be commissioned by co optation and appointed casu quo reappointed by the General Committee and shall I form the Executive Committee.
At least 3 and not more than 10 General Committee members shall be commissioned out of National Flying Dutchman Class Associations of the regions as mentioned in the byelaws. These Committee members, who must be active Flying Dutchman sailors, shall bear the title of Commodore.
4.2.3 The number of Commodores shall not exceed the number of Executive Committee members.
4.2.4 To appoint a Commodore, the Executive Committee shall I solicit the National Fly ing Dutchman Class Associations within the region to propose a candidate who meets the qualifications defined in the byelaws. The General Committee will have the final approval of the proposed candidate.
If more than one candidate is proposed, the General Committee shall I select one of the proposed candidates. If no candidate is proposed, the General Committee may appoint a candidate from the region in question.
4.3 Appointment duration
General Committee members are appointed for a period of three years and may be reelected for two further terms in succession. The rotation of the retirement of the General Committee members is dealt with in the Byelaws.
4.3.1 The General Committee appointments for Commodores are the same as defined in Article 43, providing the members continue to meet the qualifications defined in the Byelaws.
4.4 If the number of the General Committee members has fallen below the fixed minimum, the still functioning members, if not less than three, shall form a legal Committee. Possible vacancies in the Executive Committee do not make the Executive Committee unqualified to act.
4.5 The Executive Committee shall I choose from its midst a President, a Secretary, a Treasurer and Vice Presidents.
4.6 The President or the Secretary or the Treasurer shall be of Dutch nationality residing in The Netherlands.
Termination of General Committee Memberships
The membership of the General Committee terminates through death, through the expiry of the three year period, through resignation or through the dismissal by the Court as ruled by Article 298, Book 2, Civil law of the Netherlands. A General Committee member dismissed by the Court can not be re appointed.
Exception to article 43: The membership on the General Committee of Conrad. Th. Gulcher, residing at Naarden, Holland, will terminate only by his resignation or death.
Function of the General Committee and Representation
6.1 The General Committee performs the duties and activities of the Foundation on its behalf and is entitled within these rules to perform all deeds of management and commands which are necessary or desirable for reaching the objectives and is entitled to make agreements, and to acquire, to sell and to encumber registered goods.
The General Committee is not entitled to sign contracts in which the Foundation is a guarantor or co debtor to support a third
party or to be linked for bail to a third party’s debt.
6.2 The foundation shall be represented by two Executive Committee members acting together. This does not prevent the power of the General Committee to re- gulate special representative provisions for special cases.
General and Executive Committee Meetings
7.1 Article 7 is applicable to General Committee and Executive Committee meetings.
7.2 Committee meetings shall be convened by the Secretary as deemed necessary and also within seven days after at least 213 of the respective Committee express such a request in writing, stating the agenda points, to the President or the Secretary.
7.3 The notice of the meeting shall be sent in writing to the addresses of the Committee members.
7.4 The period of notice is to be at least 30 days; not counting the date of the notice and the meeting.
7.5 In the notice, the agenda points with explanation shall be stated.
7.6 If it is not possible to hold a meeting a vote may be taken by the Committee members in written ballots.
7.7 The Secretary or another Committee member, appointed by the Committee, shall record the minutes of the proceedings of a meeting.
These minutes shall be confirmed at the next meeting.
7.8 All Committee decisions described under 7.6 and 7.7 shall be stated in the minutes and signed by the Chairman and the Secretary of the meeting and furthermore the exact text of all decisions shall be mailed to all Committee members.
7.9 A Committee member may give proxy, only in writing, to another Committee member. Such a proxy is valid for one meeting only. One Committee member may not hold more than two proxies.
7.10 Committee meetings shall be held at a place and time fixed by the Secretary in consultation with the President.
7.11 Committee meetings are chaired by the President. If the President is absent the meeting chooses a Chairman among themselves.
Annual General Committee Meeting
Annually, within six months after the end of each financial year, an Annual General Committee Meeting shall be held. Unless urgent reasons make this impossible within six months, the Executive Committee shall fix another date. The Agenda for the Annual General Committee Meeting shall contain at least the following items:
- Confirmation of the Minutes of the previous meeting(s)
- Annual Report of the Secretary
- Annual Financial Report of the Treasurer (see Article 10)
- Auditor’s Report (see Article 10.3)
- Discharge of the Treasurer
- Approval of the budget for the following year
- Appointment of General Committee members
- Appointment of Sub Committee members
- Byelaws, if any
- Report of Sub Committees
- Any other business
9.1 As far as these Foundation Rules or the law do not prescribe otherwise, all decisions at Committee meetings are taken by a majority of the members present, including valid proxies.
9.2 Voting shall be oral unless a member of the Committee requests a ballot.
Decisions by acclamation are carried unless one of the Committee members requests a vote. In principle, voting on decisions concerning persons will I be done by ballots. Ballots are taken by unsigned closed papers.
10.1 The financial year is the calendar year. The General Committee takes note of the property position of the Foundation, such that at all times the financial rights and duties are known.
10. 2 Before the first of each June, or at least 30 days before the planned Annual General Committee Meeting, the Treasurer shall
present to the General Committee, for approval, a balance sheet and profit and loss account of the previous year and a draft budget for the following year.
The annual figures shall be accompanied by an explanatory report.
10.3 The General Committee shall I assign a chartered Dutch accountant to audit the accounts.
Annually the General Committee nominates Sub Committees, if deemed necessary.
The General Committee lays down the task and qualifications of these SubCommittees in the Byelaws.
Amendments of Foundation Rules
12.1 In the Foundation Rules, amendments can only be made through a decision of the General Committee at an Annual Meeting and notified as such on the agenda.
Article 4.6 cannot be amended.
12.2 Those who have called for a meeting dealing with a proposal to amend the Foundation Rules shall send a copy with the exact text together with an explanation of the proposed amendments to the Secretary who shall forward copies to all General Committee members.
12.3 A decision for an amendment of the Foundation Rules shall only be made by a two thirds majority of all General Committee members.
If two thirds of the General Committee do not attend the Annual Meeting a written notice shall be given of any such proposed amendment to all General Commit- tee members to give their written ballot within 60 days.
A decision for an amendment of the Foundation Rules by such written ballot shall only be made by a two thirds majority of all General Committee members.
12.4 An amendment of the Foundation Rules shall be affected by notarial deed on penalty of being null and void.
Dissolution of the Foundation
13.1 If the General Committee decides that the objectives of the Foundation have ceased to exist, it may propose to dissolve the Foundation; such a decision shall be taken in accordance with Article 12.
13.2 In case of dissolution, the liquidation will be executed by the Committee members in office.
13.3 Any positive balance which remains after the settlement of all accounts of the dissolved Foundation shall be given to the International Yacht Racing Union, London, England or an object which reflects the spirit of the objectives of the Foundation.
14.1 The General Committee lays down the Byelaws.
14.2 Decision for establishing or amending the Byelaws shall be taken by the General Committee at the Annual Meeting with a majority
14.3 The regulations of the Byelaws shall not be in contradiction with the Foundation Rules nor with the Dutch law (neither if this does not contain compulsory law).
Power of General Committee
Within the limits of these Foundation Rules, the General Committee has the power to decide upon matters which have not been regulated.