At the EXARC AGM in March 2007 in Pitlochry, Scotland, there was plenty of discussion about the goals and mission of EXARC in respect to its charter. Therefore, a charter commission was founded to advise the EXARC Board. Examples were reviewed from Scotland, Sweden and the Netherlands as well as international organisations like ICOM, AEOM, and EXAR. The commission convened in September 2007 in the Middelaldercentret (DK) and presented the board with a draft for a new charter soon afterwards. The EXARC Charter, as registered with the Notary in Eindhoven (NL) on 22 December 2009 follows below.
Name and seat
Article 1
1. The association bears the name: EXARC, for “International Association of Archaeological Open-Air Museums”. An archaeological open-air museum is a non-profit permanent institution with outdoor true-to-scale architectural reconstructions primarily based on archaeological sources. It holds collections of intangible heritage resources and provides an interpretation of how people lived and acted in the past; this is accomplished according to sound scientific methods for the purposes of education, study and enjoyment of its visitors.
It has its seat in the municipality of Eindhoven.
The association is entered into for an indefinite period.
2. The association year runs from the first of January through the subsequent thirty-first of December. The financial year is concurrent with the calendar year.
Object
Article 2
The object of the association is: the investigation, contextualisation, presentation and interpretation of archaeological and experimental archaeological heritage, with an emphasis focusing on, but not limited to, archaeological open-air museums. The association does not have the intention of earning profit.
The association endeavours to achieve its object in part by:
1. Improving professional standards and promoting professional ethics.
2. Providing advice, information, practical tools and, where possible, learning opportunities to members, potential members and other interested parties in relation to their academic, technical, practical and organisational aspects.
3. Issuing publications (directly or indirectly) and providing opportunities for members to meet, such as conferences and study trips.
4. Actively representing the interests of the members and bringing matters of interest to them to the attention in the relevant discussions at the regional, national and international levels.
5. The development of marketing opportunities for the members and the distribution of knowledge and information about the members and the objectives of the association.
The members
Article 3
1. Members of the association may be institutional members or individual members:
- Institutional members:
Institutional members are legal persons: archaeological open-air museums or non-commercial institutions actively involved in and endorsing the object of the association.
Decisions on admission to the association are made by the Board of the association.
- Individual members:
Individual members are natural persons with a professional affiliation with or involvement in archaeological open-air museums, as well as persons active in the field of experimental archaeology.
2. Members apply in writing to the Board for membership. The Board will maintain a register recording the names and addresses of the members. This register will be accessible to all members.
3. Membership ends:
a. by cancellation by the member in observance of the provisions of article 5
b. by cancellation by the Board, as described in article 3.4
c. by removal, as described in article 3.5
d. upon the demise of a member
4. Cancellation by the Board must be effected by registered letter and is only allowed when the association cannot reasonably be required to allow the membership to continue.
5. The Board may remove a member if the member acts in violation of the charter, bye-laws or decisions, unreasonably compromises the association, or fails to meet the obligations the member is under pursuant to article 4.
Article 4
Members are obliged:
a. to pay the contribution proposed by the Board and adopted by the meeting of members; members joining during the association year owe the full contribution. In the event a member cancels membership or if the membership is terminated before the end of the association year, the association does not owe any repayment of the member’s contribution
b. to comply with the provisions of the charter, bye-laws and decisions of the association
Article 5
Members are authorised to cancel their memberships in observance of a notice period of at least thirteen weeks prior to the end of the association year. The authorisation to immediately cancel the membership if a member’s obligations are increased, or if the member’s rights are restricted, is excluded insofar as pertaining to the member’s monetary obligations.
The Board
Article 6
1. The Board is charged with the leadership of the association, including the supervision and monitoring of compliance with the charter and bye-laws of the association and the decisions of both the Board itself and the meeting of members.
2. The Board is not authorised to enter into agreements to sell, alienate or encumber immoveable property without the authorisation of the meeting of members. The lack of this authorisation has effect in regard to third parties.
3. The Board will consist of at least five and at most nine natural persons, including a chairman, vice-chairman, secretary and treasurer. Board members may be suspended and dismissed by the meeting of members at any time.
4. A Board member is appointed by the meeting of members for a period of three years, and may be re-appointed immediately. The term of office is considered to end at the annual meeting in the calendar year three years after the calendar year in which the Board member was appointed.
5. Board membership ends:
- after the end of the term of appointment
- upon dismissal by the meeting of members
- upon resignation by the Board member
Any premature vacancies on the Board will be filled in the next subsequent meeting of members; the interim Board member will take the place in the roster of the member whose membership was prematurely ended.
6. A departing Board member is obliged to immediately hand over to his/her successor all the documents, negotiable instruments, keys and other items in his/her possession attendant to the position, immediately and with proper proof of receipt.
7. The Board will represent the association at law and extra-judicially. If any member or members of the Board are absent, the remaining members constitute the Board. The association may be represented by two or more Board members.
8. The Board will meet as often as a Board member deems necessary. The Board may only adopt valid resolutions if at least two, or, if the Board consists of five or more members, at least three, Board members are present. The Board adopts resolutions with an absolute majority of votes. The bye-laws regulate the convocation and also set the order of the other aspects of the Board meetings.
9. The Board may, with the authorisation of the meeting of members, authorise third parties (specified by name) to represent the association. The authorisation will contain the name of the authorised third party and the duration and subject of the authorisation.
The meeting of members
Article 7
1. A meeting of members will be held as often as the Board sees fit or whenever at least one-fifth of the members submit a written request for a meeting to be held.
The annual meeting will take place once per year, and will be held within six months after the association year.
2. Resolutions of the meeting of members will be adopted by a simple majority of votes, excepting where stipulated otherwise in this charter. Each member has one vote. For the purposes of determining the majority of votes, invalid votes and blank votes are considered to be votes not cast. The meeting of members may adopt resolutions on subjects stated on the agenda enclosed with the convocation to the meeting.
3. If the meeting of members adopts resolutions on other subjects, these resolutions have no effect until four weeks after the resolution has been notified in writing to all members, unless within this four-week period the Board is requested to convene a meeting of members in a manner as described in articles 7.1 and 7.2, in which case the resolution becomes effective after being upheld by the meeting of members.
4. A member may authorise another member of the association (not being a Board member) in writing to exercise his or her voting right in the meeting.
5. The convocation and other aspects of order of the meeting of members will be regulated in the bye-laws.
Donors
Article 8
Donors are parties admitted as such by the Board.
Donors are bound by the charter and the resolutions of the Board and the general meeting. Donors will be admitted to the general meeting only if that meeting resolves to allow them admission. Donors will have no voting rights in the meeting.
The systems enacted in this charter for members in regard to the admission and cancellation, and the consequences thereof, will apply to donors to the maximum possible extent.
The general meeting will set the minimum amount (either per association year or as a lump sum) that a donor will owe to the association.
Donors may be asked to give a direct debit authorisation for automatic payment of the periodic contribution.
The secretary will maintain a register recording the names and addresses of the donors.
The resources
Article 9
1. The association’s resources consist of:
- contributions, registration fees and membership dues
- donations and subsidies
- other resources
2. The treasurer will collect the contribution and donations and will manage the resources. After obtaining the permission of the Board, the treasurer may decide to deposit the resources that, in the treasurer’s opinion, are not required for the day-to-day management with a banking institution established in the Netherlands, or to invest them in negotiable instruments issued by the state of the Netherlands denominated in euro.
3. Within three months after the end of the association year, the Board will draft a balance sheet, a profit and loss account, and a budget for the running association year. The annual meeting will adopt these documents.
4. The adoption of the balance sheet and the profit and loss account over any association year will serve to discharge the Board for their administration over that year.
Amendment of charter
Article 10
1. Amendments to the charter and/or the bye-laws will be adopted by the meeting of members by a two-thirds majority of votes cast. A meeting of members with an amendment of the charter and/or bye-laws on the agenda will be convened in observance of a convocation period of at least four weeks. The convocation will give notice that the agenda contains an amendment of the charter and/or bye-laws, as well as what the proposed amendment entails.
2. An amendment of the charter will only take effect after the execution of the deed of amendment of the charter before a civil-law notary. An amendment of the bye-laws will become effective on the date of the amendment resolution or (if later) on a date referred to in that resolution.
Article 11
1. The association will be dissolved by a resolution of the meeting of members to that effect, in which case article 9.1 applies accordingly.
2. The liquidation of the association will be effected by the Board.
3. The meeting of members will decide on the disposition of any positive balance remaining after liquidation. A positive balance cannot be paid to the members.
4. During the liquidation, the provisions of the charter and the bye-laws remain in force to the extent possible.
5. The liquidator will appoint a custodian of the books and documents for the duration of the appropriate period as stipulated by law.
Article 12
The provisions of this charter may be further elaborated in the bye-laws. Provisions of the bye-laws that are in conflict with this charter are invalid. In all cases not provided for in the law, the charter or the bye-laws, the Board will decide.
Final provision
Finally, the person appearing declared that the following persons were initially appointed as members of the Board:
1. as chairman Ilaria Pulini
2. as vice-chairman Gunter Schöbel
3. the person appearing, as secretary Roeland Paardekooper
4. as treasurer Ulrike Braun
5. as members Geir Are Johansen, Margriet Lestraden, Martin Schmidt & Geir Sør-Reime
Registration in the trade register
The Board will arrange for immediate initial registration of the association in the trade register in order to prevent the Board members remaining jointly and severally liable for the obligations of the association.
Conclusion
The person appearing is known to me, civil-law notary. Insofar as necessary, the identity of the person appearing has been established by me, civil-law notary, on the basis of the document specified above.
This deed is executed in Eindhoven on the date stated at the beginning of this deed.
After the statement of the essential content of this deed and the explanation of that content to the person appearing, the person appearing declared that he had familiarised himself with the content of this deed in a timely manner before the execution of this deed, consented to that content and did not require a full reading of this deed. Subsequently, immediately after a limited reading this deed was signed by the person appearing, and immediately thereafter, by me, civil-law notary.
