Statutes of the World Puzzle Federation

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Because the WPF has its statutory seat in Amsterdam, the statutes are based on Dutch law and are written in Dutch. The text presented here is a translation into English.
These statutes were approved upon unanimously by the general assembly in Budapest on October 6-8, 1999.

 

General (art. 1-6)
 

  • The name of the federation

1 The federation is known as World Puzzle Federation; abbreviated as: WPF.

 

  • Seat of the federation

2 The federation will have its seat in Amsterdam.

 

  • The time for which the federation is formed

3 The federation is formed for an indefinite period.

 

  • The object of the federation

4 The object of the federation is:

a to provide means for an international exchange of puzzle ideas;
b to stimulate innovations in the field of puzzles;
c to supervise the annual World Puzzle Championship (WPC) and other puzzle activities;
d to foster friendship among puzzle fans world-wide.

 

  • The funds of the federation

5 The funds of the federation comprise:

a members' contributions;
b income from capital;
c the profits gained from events organized by the federation;
d subsidies, donations, property acquired by testamentary succession and legacies;
e other possible revenues.

 

  • The association year

6 The association year is the same as the calendar year.

 

Membership (art. 7-13)

7.1 Only legal entities – including those formed according to foreign law – can be representative members of the federation. With the exception of article 7.2, the term ‘member’ in these statutes always refers to a representative member that is a legal body as described in this article.

7.2 An individual can be a personal member under the conditions described in the Rules and Regulations of the federation. With the exception of this article, the term ‘member’ in these statutes always refers to a representative member that is a legal body as described in article 7.1.

 

  • Membership application

8.1 The legal entity wishing to join the federation must apply in writing to the federation board.
8.2 The board decides on the admittance of a member.
8.3 If the board decides not to admit a legal entity as member, it must give the rejected party written notification of the reasons within four weeks after the board's decision.

 

  • Obligations and rights of the members

9.1 The members must pay a contribution each year; the general assembly determines each year how much this contribution will be.
9.2 The members must meet the stipulations of the articles and rules, the decisions of the board and the general assembly.
9.3 The members must promote the interests of the federation in their own country.
9.4 All members are entitled to attend and to speak at the general assemblies of the federation.

 

  • Termination of membership

10 Membership terminates:
a when terminated by a member;
b when terminated by the board on behalf of the federation;
c with removal from membership by the general assembly;
d with the bankruptcy or liquidation of the member.

 

  • On termination by the member

11 If a member wishes to terminate its membership, it must give the federation written notice of the same at least thirty days before the end of the association year; in that case, membership will last until the start of the new association year.

 

  • On termination of membership by the federation

12.1 The federation can terminate a membership if the member fails to pay its contribution, fails to meet other obligations to the federation or if, for whatever reason, the federation cannot reasonably be expected to allow the membership to continue.
12.2 Termination of the membership on behalf of the federation is done by the board; the board must give the member written notice of the same, stating the reasons for the termination.

 

  • On removal from membership by the general assembly

13.1 The general assembly can decide to remove a member from membership; it can take such a decision only if the member acts in conflict with the articles, rules or decisions of the federation or if the member unreasonably injures the federation.

13.2 Immediately after the general assembly has taken such a decision, the board gives the member written notice of the same, stating the reasons for the removal.


Board (art. 14-18)

 

  • On the federation board

14.1 The federation has a board comprising at least three natural persons, but even if the number of board members is less than three, the board continues to be authorized.
14.2 The general assembly selects the board members on the recommendation of the members; each member of the federation can nominate a candidate; such a recommendation must take place in writing at least thirty days before the general assembly; the nominated candidate must have stated his willingness to stand in writing before then.
14.3 The board itself decides which of its members will be chairman, secretary and treasurer; the chairman cannot hold any other board position.

 

  • On suspending and dismissing board members

15.1 The general assembly can at any time suspend or dismiss board members.
15.2 If the suspension of a board member is not followed by dismissal within three months, the suspension is terminated.
on the duration and termination of the board membership
16.1 The general assembly appoints the members of the board for a period of three years; after the expiration of a term, a member is immediately re-electable.
16.2 Board membership terminates:
a with the termination of the period for which the board member was appointed;
b with dismissal by the general assembly;
c with the resignation of the board member.

 

  • On convening and decision-making by the board

17.1 The board convenes as often as the chairman or two other board members wish, but at least once a year.
17.2 The board can take decisions only if a majority of the board members is present or represented.
17.3 The board takes its decisions based on a simple majority vote.
17.4 If the votes are equally divided, the chairman reopens the discussion; if the votes are equally divided again, the chairman decides.
17.5 The board can also take decisions outside assemblies if no board members object and if all the board members participate.
17.6 The board must take minutes of all its meetings; in its next meeting, the board must adopt the minutes.

 

  • Restricting the powers of the board

18. Without the consent of the general assembly, the board cannot enter into agreements concerning the purchase, alienation or objections to registered properties, conclude agreements whereby the federation binds itself as surety or principal joint debtor, support a third party or obligate itself to providing security for the debts of another or whereby the association provides or receives monies in loan.


Assembly (art. 19-20)

 

  • On the general assembly of the members of the federation

19.1 The board convenes the members for a general assembly as often as it sees fit but at least once a year.
19.2 Notice for each assembly must be given in writing at least twenty-eight days prior to the assembly (not counting the day of notice or the first day of the meeting); the board must include the agenda with the invitation.
19.3 Each member has a right to put forward an agenda point for an assembly; but this can only take place if the member has presented the topics in writing to the secretary of the board prior to the assembly.
19.4 The chairman and secretary of the board also act as chairman and secretary of the general assembly; if the chairman or secretary is absent, one of the other board members acts as chairman or secretary; if no chairman or secretary can be found in this way, the general assembly will name a person to fill the position.
19.5 If requested by at least one third of the members, the board must convene a general assembly; the members must do this in writing, stating the reasons for the assembly; the board must convene such an assembly within twenty-eight days after that request; if the board fails to meet this request within the set period, the applicants themselves can convene the assembly in the way stated in this article; if necessary, the assembly will provide its own chairman and make its own minutes of the assembly.
19.6 The chairman of the assembly must ensure that the minutes of the assembly are transcribed; the minutes must be forwarded to the members and must be adopted in the next subsequent general assembly.

 

  • On voting and quorum during the general assemblies

20.1 Only members have the right to vote.
20.2 Each member is represented at the general assemblies by no more than three persons indicated for this function in writing by the board, who jointly have one vote.
20.3 If these articles do not stipulate otherwise, the general assembly bases its decisions on a simple majority vote.
20.4 A special general assembly (as described in article 19.5) can take decisions only if a majority of members is present or represented.
20.5 On matters involving individuals, the assembly must vote by ballot, but if none of the members objects, the vote may also be done orally.
20.6 On matters involving individuals, other than elections, if the votes are equally divided, there will be a second ballot; if the votes are equally divided again, the proposal is dismissed.
20.7 Elections are decided by absolute majority vote; if no candidate receives an absolute majority, a second ballot must be held between the two persons who acquired the most votes; in this second ballot, a simple majority vote is decisive.
20.8 The assembly votes orally on matters of business unless the board or the assembly wishes to vote by ballot.
20.9 If the votes are equally divided on matters of business, the proposal is dismissed.
20.10 Abstentions and invalid votes are not included in the decision-making process.
20.11 All votes by ballot must be made by means of unsigned, closed slips.


Annual Report (art. 21)

 

  • On the annual report and accounts

21.1 During the annual meeting the following will at the least be dealt with:
a the annual report and accounts;
b the report of the financial audit committee and the appointment of a new financial audit committee;
c the filling of any vacancies;
d the setting of the annual membership fee.
21.2 The annual report and accounts must contain: the board's annual report, the financial balance, an overview of revenues and expenditure and an explanation of the annual report and accounts.
21.3 The treasurer renders an account of his financial management; if the general assembly has adopted the annual report and accounts, the treasurer is discharged.


Representation (art. 22)

 

  • On the representation of the federation

22 The board represents the federation, but two board members acting jointly can also represent the federation.


Amendments (art. 23)

 

  • On amendments to the articles and dissolution of the federation

23.1 The general assembly can decide to amend these articles or to dissolve the federation by a two-thirds majority vote; it can take such a decision only in a general assembly at which the majority of its members are present or represented.
23.2 Such an assembly must be convened by the board at least twenty-eight days in advance with the notification of any amendments to the articles or dissolution of the federation to be put forward in the assembly.
23.3 The board must forward the text of any proposed amendments to the articles to the members at least fourteen days prior to the assembly.


Liquidation (art. 24)

 

  • On the liquidation of the capital of the federation

24.1 After the decision to dissolve the federation as liquidator, the board must liquidate the capital of the federation unless the general assembly has appointed another party to do so.
24.2 Liquidation must take place taking consideration of the requirements laid down in 2:23 of the Dutch Civil Code.
24.3 Should there be any liquidation surplus after the liquidation, the general assembly must designate a purpose that tallies as far as possible with the goal of the federation.
24.4 Once liquidation has taken place, the annual report and accounts and other documents of the dissolved federation must be retained for at least ten years by the individual appointed for this purpose by the general assembly; within eight days after liquidation, the keeper of the documents must report this obligation to the commercial register of the Chamber of Commerce in Amsterdam.