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Articles of association of the WORLD DOG PRESS ASSOCIATION
POWER OF ATTORNEY FOR FOUNDATION OF WORLD DOG PRESS ASSOCIATION


International non-profit association

The following persons (surname, first name, date of birth, place of birth, place of residence) that sign this power of attorney below,

1) Donvil Karl, 02.02.1957, ?, 3370 Boutersem, Doornstraat 6, Belgium
2) Cech Paul, 15.09.1954, Moedling/Austria, 2320 Schwechat, Schildweg 14, Austria
3) Guy Yossi, 14.11.1953, ?, 36065 Mussolente, Via Pascoli 24, Israel
4) Davis Clive, 01.01.1937, ?, ON LOG 1 WO Tottenham, 5521 Thrid Line, RR 2, Canada
5) Heikkinen-Lehkonen Paula, 29.02.1948, ?, 16510 Luhtikylä, Luhtikyläntie 1559, Finland
6) Deeley Dawne, 20.12.1957, ?, V8L 5M3 Sidney, British Columbia, 11060 Rosborough Road, Canada


Grant authority to represent them at the memorandum of association with settlement of the statutes of the World Dog Press Association, which will be signed in front of notary Ward Van De Poel, in Putte (Belgium), to following persons:
1) Mr DONVIL Karl, residing at Doornstraat 6 in Boutersem (Belgium);
2) Mr WELTERS Paul, lawyer, residing at Herentalsesteenweg 42 in Heist-op-den-Berg (Belgium);
3) Mr HELSEN Marc, notary-clerk, residing at Grote Kerkweg 10 in Heist-op-den-Berg (Belgium).
The authorized persons may act on behalf of the people who have granted the authority at the first General Assembly to decide on the appointment of the directors, the members of the Executive Committee and the Executive Director. The authorized persons may accept mandates on behalf of the people who have granted the authority.
To implement all of the above, the authorized persons may make all conclusions and statements, sign all acts and documents, choose residence, substitute for and do in general everything that seems to be necessary or useful for the execution of this power of attorney, even if this is not explicitly stated.
The people who have granted the authority have knowledge of the fact that, subject to necessary adjustments, the text of the articles of association shall contain the following stipulations:


ARTICLES OF ASSOCIATION


TITLE I. NAME, REGISTERED OFFICE, AIM, DURATION, LANGUAGE.


Article 1 – Name:
The international non-profit association is called ‘WORLD DOG PRESS ASSOCIATION’, abbreviated to ‘WDPA’.
Both names can be used together as well as separately.
This association follows the stipulations of Title III of the Belgian legislation of the twenty-seventh of June nineteen hundred and twenty-one regarding non-profit associations, international non-profit associations and their foundation and amendments.
Article 2 - Registered Office:
The association has its registered office in the council of Boutersem (Belgium), Doornstraat 6.
All acts, invoices, announcements, notices and other documents sent out by the association mention the name and/or its abbreviation, immediately followed by the words ‘International Non-Profit Association’ or by the abbreviation ‘IVZW’ as well as the address of the registered office.
The registered office may be transferred to another location in Belgium upon a decision taken by the General Committee. Any change to the registered office must be published in the annexes to the Belgian Bulletin of Acts.
For reasons of practicality additional offices may be established at all times in whatever country in Europe.
Article 3 – Aim
The aims of the WDPA are to unite people involved in the dog press in the capacity of a reporter, photographer, editor or a combination of these functions and all people with functions related to the dog press and who wish to defend the interests connected to their job.
In the first place the WDPA will help its members to have access to dog shows, to publish articles and photographs, to get in contact with periodicals over the whole world, to defend their copyrights as much as possible and to represent them where needed.
The WDPA will strive for worldwide recognition on every level and especially from the most important dog organisations on a global level, like ‘the American Kennel Club’, ‘the British Kennel Club’ and the ‘International Doglovers Federation’ (in alphabetical order).
The association intends to pursue the following activities to accomplish its goals:
• The WDPA will offer its members access to its official website in order to promote its members and the WDPA itself. On this website members will have the possibility to publish articles, reports and photographs with the aim of trying to sell them to interested periodicals or private persons.
• The WDPA will release its own press card and will promote worldwide facilities for its members.
• The WDPA will establish an ethical code for its members according to which it must behave, but it cannot be held responsible in the event that its members violate that code.
To realise its aim the association may undertake all activities, by itself or in collaboration with other organisations, take all initiatives, acquire and manage all movable and immovable property.
Article 4 – Duration
The association exists for an indefinite period.
Article 5 – Language
The official language of the association is Dutch. The medium of communication is English.


TITLE II. MEMBERS – ACCESS – RESIGNATION – SUBSCRIPTION FEE – REGISTER OF MEMBERS


Article 6: The association is accessible for Belgians and non-Belgians, irrespective of their nationality.
It can encompass physical persons as well as legal bodies (established according to the laws and usages of the country from which they originate).
The number of members is unlimited but the minimum is fixed at ten.
Article 7
Those considered as a member shall be:
a) Those who appear in the memorandum of association
b) Each member that is accepted as a full member by the General Assembly.
Article 8
The international association has three categories of members:
Professional members are members who are professionally involved with the dog press, with the dog press comprising at least 50% of their daily professional activity.
Associated members are members who regularly or occasionally write or photograph for periodicals by way of a hobby and professional earnings, otherwise from the position of reporter or photographer;
Editors and all persons who are employees of editors and who are principally involved with published work belong to the group of editorial members. It is possible that these persons now and then report about large gatherings in the capacity of occasional writer or photographer.
Article 9
Although the professional group has the most needs and in the first instance the WDPA was established for this group, there is no hierarchy between the categories.
Professional members must have published at least twelve (12) articles and/or reports or at least thirty-six (36) photographs in the year before their membership.
Associated members must have published at least two (2) articles and/or reports or at least twelve (12) photographs in the year before their membership.
Editorial members only need to have a document in which it is confirmed that s/he is the editor or does editorial work for a periodical.
Article 10 – Access
To become a member of the WDPA, the candidate-member must submit a written application to the Chairman and guarantee that s/he shall subject herself/himself to present statutes and the regulations of the WDPA.
S/he must fully complete the application form and attach a digital passport photograph and a photocopy of his/her publications, depending on the group to which s/he wishes to belong, and this must be sent to the WDPA.
Furthermore, every candidate-member should register on the official website of the WDPA (www.worlddogpress.com). Candidate-members have to be registered before their application can be judged.
The Chairman of the General Committee or of the Executive Committee shall judge the applications according to the statutes and regulations of the WDPA.
Only the candidature of candidate-members whose dossier is complete can be dealt with.
The General Assembly makes decisions concerning membership.
Article 11
New members, candidate-members and other possible members who do not belong to one of the above-mentioned categories shall be assessed by the Executive Committee or the Executive Director and classified within one of the above-mentioned categories.
Members can request to be re-evaluated with a view to belonging to another category.
Article 12
The WDPA distributes its own press cards.
The WDPA press card shall only be distributed to members who have fulfilled their membership obligations regarding publications.
Article 13
Every member can resign at all times from the association. Written resignation must be served to the General Committee.
Article 14
Every abuse of these press cards can give cause for exclusion of the member for a term of one year, five years or for life.
A verdict of exclusion can be reached by the General Assembly, with a two-thirds majority of attending or represented members and after the member has been heard, or at least summoned.
A verdict of exclusion can be reached in the event that the member does not follow the statutes or the regulations of the WDPA or fails to pay his membership fee.
An excluded member has the right to approach the competent courts of law, which shall judge whether his exclusion has occurred according to the legal procedure and if there are sound reasons which justify exclusion.
The verdict of exclusion must be made known by registered writing to the person concerned.
A member who has resigned or who has been excluded has no claim on the organisation’s possessions and cannot demand the return of contributions made by him (membership fee or other contributions).
Article 15
The members shall be bound by the statutes and regulations of the WDPA insofar as these do not conflict with national legislation.
The WDPA expects its members to respect all rules and to stand up for the WDPA and its members where and when necessary.
Article 16 - Ethical Code (Code of Ethics)
Members of the WDPA should comply with the following Code of Ethics:
• Never enter the show ring without the permission of the judge;
• Never behave impolitely towards an official;
• Never act coarsely towards an exhibitor;
• Never take photographs of people of a private or incriminating nature unless with their permission;
• Never enter the ring of honour without permission of the supervisor or any other person entrusted with the maintenance of order;
• Never obstruct colleagues, even if they are not members of the WDPA;
• Only formulate complaints in a polite, official and constructive manner;
• Always respect the rules of the WDPA, AKC (American Kennel Club), BKC (British Kennel Club) and FCI (Fédération Cynologique Internationale) or any other official organisation;
• Always compensate third parties for damage, both material and physical (members are advised to take out a civil liability insurance policy);
• Always stand up for the WDPA and/or its members;
• Promote the WDPA where possible.
This Code of Ethics is not exhaustive and can be reviewed at any time by the General Assembly.
When a member wears the WDPA press card or can be identified as a member of the WDPA, s/he should behave according to the Code of Ethics.
Article 17 – Membership fee
The General Assembly determines the membership fee.
The WDPA is open to members from over the whole world. Depending on the quality of life of the country from which the candidate-member originates, the determined membership fee could be considered as high.
As a result of this a bonus system has been introduced.
Every member can earn a maximum of nine (9) points per year to reduce his membership fee by 10% per point earned.
Every member can earn a point by publishing an article, report or photoreport on the website www.123dog.net (publicly accessible website) or on www.worlddogpress.com.
Photoreports must consist of at least twenty (20) photographs, articles must consist of at least one (1) illustration and count at least seven hundred and fifty (750) characters.
The membership fee payable can never amount to less than ten per cent (10%) of the amount determined by the General Assembly.
Article 18 – Register of members
At the registered office of the association, a register of members shall be held by the General Committee.
This register states the surname, name and place of residence of the members or, in the event that it concerns a legal body, the name, the legal form and the address of its registered office.


TITLE III. ORGANISATION


Article 19
The WDPA consists of the following organs:
a) General Assembly
b) General Committee
c) Executive Committee
d) Executive Director
TITLE IV. GENERAL ASSEMBLY
Article 20 – Composition
The General Assembly of the voting members of the WDPA is the highest organ of the association.
Every accepted member has the right to vote in the General Assembly and has the right to propose his candidature for a function in the General Committee, so long as he holds a WDPA press card for the year running.
The members are neither responsible nor personally bound by the undertakings committed to by the WDPA.
Article 21 – Time of the General Assembly – summons.
Each year a General Assembly shall be held which endorses the annual accounts of the previous year, the budget of the new year and the policy of the directors.
The ordinary General Assembly shall occur in the first semester of the year.
The General Committee shall inform all members of the foreseen General Assembly at least four (4) months in advance of the Assembly, whether by letter, e-mail or any other method of communication.
The Executive Director shall be informed by the General Committee of the points on the agenda, at least three (3) months before the date of the General Assembly.
This agenda shall be distributed to members by the General Committee at least six (6) weeks before the Assembly, whether by letter, e-mail or any other method of communication.
Every motion that is signed by at least one-twentieth of members, must be placed on the agenda.
The General Assembly can only validly deliberate over the points on the agenda, unless all members are present and declare themselves to be in agreement.
Article 22
An exceptional General Assembly can be held on the initiative of the General Committee if it requires the concern or purpose of the association.
Article 23
The Assembly shall be moved forward by the Chairman of the WDPA, or if he is hindered, by a director indicated by the majority of members present.
Unless the law or these statutes prescribe otherwise, decisions in the General Assembly shall be taken by a simple majority vote of the present or represented votes. In the event of a cessation of votes, the vote of the Chairman decides the Assembly.
Article 24 – Competencies
The following affairs belong to the competencies of the General Assembly:
a) Determination of the overall programme of the WDPA;
b) Admittance, acceptance of resignation and exclusion of a member;
c) Determination of conditions of membership and the membership fee;
d) Confirmation and review of the ethical code;
e) Amendment of the statutes;
f) Appointment and dismissal of members from the General Committee and when the occasion arises of the commissioners;
g) Payment to the members of the General Committee and when the occasion arises to the commissioners;
h) Endorsement of the budget and the annual accounts;
i) Endorsement of the overall rules of the WDPA which concern the overall significance of the association;
j) Voluntary dissolution of the association;
k) All decisions which any law or the statutes reserve to the General Assembly.
Article 25 – statutory amendments
The Assembly can only amend the statutes if this amendment is notified on the agenda.
For every statutory amendment, a majority of two-thirds of the present or represented votes is required.
For amendment of the aim of the association, unanimity of the present or represented votes is required.
Article 26 – Proxy voting
Authority to vote in another’s place at a General Assembly may only be given to one other member of the association. The authority must be in writing and laid before the Assembly at its outset. Every member can only bear one mandate.
Article 27 – Secret voting
Secret voting is obliged regarding the dismissal of directors or the exclusion of members, and also if the majority of present or represented members wish so.
Article 28 – Minutes of the General Assembly
The decisions of the General Assembly shall be recorded in the minutes, signed by the Chairman and the Executive Director.
A transcript of the minutes shall be transferred to the members on request.
Third parties who have a justifiable interest, can inspect the minutes after a written request.
Excerpts from the minutes shall be signed for uniformity by the Chairman and the Executive Director.


TITLE V. GENERAL COMMITTEE


Article 29
The association shall be managed by a General Committee, composed of six persons.
In the event that the association numbers less than seven members, the number of administrators must be lower than the number of persons belonging to the association.
The General Assembly appoints the administrators from a list of candidates laid before the General Assembly by a simple majority of votes.
The function of administrator is unsalaried unless decided otherwise by the General Assembly.
The Executive Committee shall decide every individual request for compensation of costs incurred.
Article 30 – Duration of mandate
The administrators are appointed for a term of four (4) years. They can be re-elected.
The members of the General Committee shall choose a chairman, a vice-chairman and a treasurer from among their own number. Their mandate is of the same duration as that of an administrator.
In the event of the death of a member of the General Committee or a member of the General Committee being permanently incompetent of carrying out his tasks, the General Assembly can appoint a replacement for the remainder of the mandate’s duration. The Chairman of the WDPA should immediately be informed of this by signed writing. The newly chosen mandatary completes the mandate of the person he replaces.
The General Committee acts in a collegiate fashion.
In the absence of the Chairman, his function shall be undertaken by the Vice-Chairman.
All acts concerning the appointment, the dismissal or the cessation of the function of the administrator and drawn up according to the law, shall be included in the dossier of the association that is held at the competent court of law and shall be published in the Annexes to the Belgian Bulletin of Acts at the association’s costs.
Article 31
The General Committee convenes at the behest of the Executive Director who acts in the name of the Chairman if the interests of the association require this, but at least two (2) times per year.
An exceptional convention shall be held in preparation of the General Assembly.
An invitation for the convention shall be sent to the members of the General Committee by letter or e-mail at least thirty (30) days before the convention, by the Executive Director at the request of the Chairman.
The agenda of the convention shall be determined by the Executive Committee. Members of the Executive Committee shall timeously inform the Executive Director of the points to be discussed on the agenda. The Chairman can, if necessary, add points to the agenda.
At every convention a date and location for the next convention shall be laid down as much as is possible. If necessary, at the Chairman’s agreement, the location of the convention can be altered on the condition that all members of the General Committee can be timeously informed of this.
The convention can make valid decisions so long as five (5) members are present.
The convention is moved forward by the Chairman or, in his absence, the Vice-Chairman.
The Committee decides by a simple majority of present or represented members. In the event of a cessation of voting, the vote of the Chairman or his replacement shall be decisive.
Administrators who are hindered may let themselves be represented by one other member of the General Committee. This authority must be given in writing and laid down at the outset of the convention.
Article 32
Secret voting is obliged concerning the admittance and dismissal of personnel or other appointed persons, and also if the majority of present or represented administrators wish so.
Article 33
The Executive Director shall be present at all conventions of the General Committee and shall make reports of those.
If the Executive Director is prevented from being present, he shall be replaced by a qualified person who shall make the report.
These reports shall be sent to members of the General Committee within a month.
The minutes of the previous convention should be endorsed by the General Committee.
The decisions of the General Committee shall be recorded in the minutes, signed by the Chairman and the Executive Director.
The minutes are kept chronologically in a minute book that should be available to members of the General Committee at every convention.
Excerpts from the minutes shall be signed for uniformity by the Chairman.
Article 34 – Competence
The General Committee manages the affairs of the association and represents it both legally and outside legal affairs.
The General Committee can carry out all acts of management and disposal, of whatever nature, which are necessary or useful for the realisation of the aim of the association, unless they are not prescribed by the law or these articles of association, to the exclusion of the General Assembly.
The General Committee has competence to do the following:
a) Realisation of the objectives postulated in these statutes;
b) Execution of the decisions of the General Assembly;
c) Exercising daily management and seeing that the determinations of the statutes and the regulations are respected;
d) Formation of budgets, financial reports and annual accounts and presentation thereof to the General Assembly for endorsement;
e) Endorsement of the yearly work and the programme of the commissions;
f) Endorsement of special regulations, formed by the commissions, with the exception of the overall regulation of the WDPA;
g) Announcement of events;
h) Forecast of publications of the WDPA by press and other publicity organisations;
i) Appointment of the Executive Director;
j) Determination of the wage of the Executive Director and his fellow staff;
k) Conciliation settlements as provided for in article 49.
The General Committee shall also act as an intermediary in conciliation between members in an attempt to solve this amicably.
The General Committee has the competence to decide over the acceptance, the withdrawal or the exclusion of contracting parties. Contracting parties threatened with exclusion are heard first.
The General Committee is at all times competent to present proposals or requests to the General Assembly.
The General Committee can participate in an advisory role in the General Assembly regarding every proposal made by a member.
The Committee can transfer its competence for defined transactions or tasks or its responsibility to one or more administrators, or even to a third party.
The administrators of the international association are not personally bound by the undertakings of the association. They are only responsible for the fulfilment of the task entrusted to them and answerable for shortcomings in their management.


TITLE VI. THE EXECUTIVE COMMITTEE


Article 35
The General Committee selects from among its number the Chairman, the vice-chairman and the treasurer of the WDPA. Together these form the Executive Committee.
The Executive Committee convenes at the behest of the Executive Director who acts in the name of the Chairman if the interests of the association require this, but at least two (2) times per year. More conventions can be called together at the initiative of the Chairman.
An invitation for the convention shall be sent to the members of the Executive Committee by letter, e-mail or other method of communication at least thirty (30) days before the convention, by the Executive Director at the request of the Chairman.
The agenda of the convention shall be determined by the Chairman. Members of the Executive Committee can, if necessary, add points to the agenda.
At every convention a date and location for the next convention shall be laid down as much as is possible.
Article 36
The Executive Director shall be present at all conventions of the Executive Committee and make reports thereof.
In the event that the Executive Director is prevented from being present, he shall be replaced by a qualified person who shall make the report.
These reports shall be transferred to the members of the Executive Committee within a month.
The minutes of the previous convention should be endorsed by the Executive Committee.
The decisions of the Executive Committee shall be recorded in the minutes, signed by the Chairman and the Executive Director.
The minutes are kept chronologically in a minute book that should be available to members of the Executive Committee at every convention.
Excerpts from the minutes shall be signed for uniformity by the Chairman.
Translation of the minutes shall be made available as quickly as possible.
Article 37 – Competence of the Executive Committee
The Executive Committee is competent to:
a) Take decisions that cannot be postponed until the next meeting of the General Committee;
b) Prepare the meetings of the General Committee;
c) Invite the Chairman or a member of the Commission for a meeting concerning the activities of the association or its finances. When they cannot reach an agreement, the case will be referred to the General Committee;
d) Sign all agreements and documents that bind the association according to article 42.
Article 38 – Competence of the Chairman
The Chairman:
a) Sees to the execution of the decisions made by the General Committee;
b) Chairs the General Assembly and all the meetings of the General Committee and the Executive Committee;
c) Represents the association towards third parties and in court as prosecutor or defendant, without prejudice to article 42;
d) In case of urgent matters, takes the necessary decisions on behalf of the General Committee or the Executive Committee. These shall be submitted to the General Committee as soon as possible for approval;
e) Takes the initiative to start legal procedures that are proposed or supported by the General Committee;
Article 39 – Competence of the Vice-Chairman
The Vice-Chairman acts for the Chairman and replaces him in case of absence or in case the latter is unable to fulfil his obligations.
Article 40 – Competence of the Treasurer
The Treasurer supervises all financial and economic matters and has the competence to take all necessary decisions regarding these matters.
The funds of the association are placed with one or more financial institutions, in the way that seems most economically appropriate.
Article 41 – Powers of attorney
Only particular powers of attorney for certain legal acts or for a series of certain legal acts are permitted. The authorized person binds the association within the limits of the power of attorney granted to them, without prejudice to the responsibility of the authorizing person in case of a power of attorney being exceeded.
Article 42 – External representation
Without prejudice to the possibility of competence being delegated, the Chairman, the Vice-Chairman and the Treasurer hold the represented competency and power of decision for actions of the daily administration.
For actions other than those of the daily administration, a decision by the General Committee is required and the association is, subject to a decision otherwise by the General Committee, to this end only validly represented by the Chairman or the united action of two administrators.


TITLE VII. EXECUTIVE DIRECTOR


Article 43
The General Committee appoints the Executive Director and determines his responsibilities and his competence as well as his remuneration.
The Executive Director needs to be present at all General Assemblies and at all the meetings of the General Committee and the Executive Committee. In these meetings he undertakes the task of reporter.
TITLE VIII. INTERNAL ADMINISTRATION
Article 44
The Chairman and the Executive Director will convene as often as necessary.
Together they will draw up a report regarding the activities of the WDPA and its commissions, which they will present to the General Assembly.
TITLE IX. BUDGETS AND ACCOUNTS
Article 45
The fiscal year of the association starts on January 1 and ends December 31.
At the end of each fiscal year the General Committee closes the accounts of the previous year and draws up the annual accounts and the budget for the next fiscal year. These are submitted to the General Assembly for approval.
The annual accounts and the budget are, together with the invitation, announced to the members at least six (6) weeks before the General Assembly.
The approval of the account implies the acquittal for the General Committee.
Article 46
The supervision of the financial situation and the annual accounts of the international non-profit association will be presided over, insofar as this is legally required or if the General Assembly decides upon this, by one or more commissioners.


TITLE X. DISSOLUTION – DESTINATION OF CAPITAL


Article 47
The General Assembly can only pronounce the dissolution of the association with a majority of four/fifths of the present or represented members.
Article 48
In case of dissolution two liquidators shall be appointed by the General Assembly, which will determine their competence.
The assets shall be handed over, after payment of the debts, to an association or institution with a similar altruistic aim, appointed by the General Assembly.


TITLE XI – THE SETTLEMENT OF DIFFERENCES – COMPLAINTS


Article 49
Each member of the WDPA can lodge a complaint against another member at the General Committee.
Each violation of the statutes of the WDPA or its general rules can be the subject of a complaint.
The dispute shall be settled by the General Committee.
Complaints, complete with all items of evidence, need to be introduced in writing at the General Committee within six (6) months following the facts or following the moment on which the complainant was informed of the facts. Complaints introduced one year after the facts cannot be handled anymore.
The procedure to be followed will be determined by the General Committee.
The General Committee has the right to take the case up with the General Assembly. A concerned party can lodge an appeal against judgment of the General Committee at the General Assembly, who will treat the dossier at its first General Assembly.


TITLE XII – PARTICULAR CONDITION – CONCLUDING DISPOSTION


Article 50
Mr Karl Donvil, residing at Doornstraat 6 in Boutersem, Belgium, is considered to be the founder of the WDPA and will hold the title of ‘founding Chairman’ for all his life. This title grants him no other rights than those granted to the members of the WDPA, except in case of dissolution of the WDPA. In this case he is granted the right to found another association by the same name.
Article 51
Everything that is not regulated by these articles of association, will be subject to the stipulations of the Belgian legislation of the twenty-seventh of June nineteen hundred and twenty-one and its amendments.


This power of attorney was drawn up in
on March 2007
Signatures of the authorizing persons, mentioned in the introduction of this power of attorney:

 
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