Bylaws for Rural Areas

The Buitengebied Regional Roundtable Association is duly registered in the Commercial Register of the West Brabant Chamber of Commerce under Chamber of Commerce number 74837400. The Association is a legal entity with members and is an independent holder of rights and obligations. The purpose described in Article 2 of the bylaws is as follows:

The association’s purpose is to (help) promote an optimal living environment in the rural areas of the municipality of Moerdijk, without explicitly aligning itself with any political group. The term “rural areas” refers to the lands located within the municipality of Moerdijk, excluding lands within the town centers, as defined by the boundaries established by the municipality of Moerdijk.

Annual Report

According to Article 12, paragraph 2, of the bylaws, at least one general (members’) meeting shall be held annually, within six months after the end of the previous calendar year, unless this deadline is extended by the Board of Directors.

This means that the treasurer must prepare a financial report and the secretary must prepare a general annual report, in which the board renders an account of its administration during the past calendar year.

Audit of the Finances

Introduction

The board submits the balance sheet and the statement of income and expenses, together with the notes, to the general meeting (ALV) for approval. These documents are signed by the board members. If one or more of them have not signed, this fact is noted, along with the reasons why.

Therefore, the financial records must be audited annually by an audit committee; see Article 12, paragraph 3, of the Articles of Incorporation. The first member of the audit committee to be appointed shall step down after conducting the first audit. This is a one-time measure to maintain the rotation schedule in the coming years.

Appointment of the Audit Committee

To get started, during the General Members’ Meeting, two members are asked to serve on the Audit Committee, after which they are appointed. A prerequisite for appointment is having some basic knowledge of bookkeeping or a willingness to learn it. Each year, one of the two members steps down and is not eligible for reelection until all members and other suitable volunteers have served on the committee in rotation. Members of the Board do not serve on the Audit Committee. The treasurer, in consultation with the Audit Committee, determines the date, location, and time at which the audit will be conducted.

The Audit Committee grants written discharge to the Executive Board for the financial policies pursued during the past year, following approval of the documents that form the basis of the annual financial report. These include the General Income Statement and the Balance Sheet. Anyone appointed to fill an interim vacancy takes the place of their predecessor on the roster. The rotation schedule for the Audit Committee under the new board is updated annually by the secretary.

Checks to Be Performed

The Audit Committee performs, among other things, the following audits, which are detailed below along with some examples:

1. Is the balance of the bank account(s) as of December 31 of a calendar year identical to the amount shown on the balance sheet?
2. Are the notes to the balance sheet understandable and acceptable?
3. The bank ledger or bank account(s): Random checks are performed—for example, to verify an entry for an expense or income, the amount recorded on the bank statement, and the amount posted in the books.

Audit Committee Retirement Schedule

This table is updated annually due to the expiration of terms or changes in the membership of the members concerned. If members of the audit committee resign or step down early, the resignation date for their successor remains unchanged.

A member of the audit committee is appointed for a term of up to 2 years.

General Administration

The association is governed by a board consisting of at least three and no more than five members; see Article 6, paragraph 1. The General Assembly (GA) appoints the board members from among its members. In addition, the chair, secretary, and treasurer are members of the Executive Board. For each of them, the board may appoint a substitute from among its members, who will perform the duties of the person for whom he or she has been designated as a substitute in the event of that person’s absence. In this way, support from the membership can be further strengthened. The agreements regarding decision-making, the description of duties and responsibilities, and the rotation schedule are discussed below.

Decision-Making by the General Board

In addition to the provisions set forth in the bylaws, a quorum (the number of board members entitled to vote) must be present for a resolution to be valid. This quorum is set at half the number of board members entitled to vote, rounded up if necessary.

Description of Duties and Responsibilities of General Board Members

No description of the duties and responsibilities of board members has been provided; therefore, we have decided to include them in the bylaws and agree on them together.

Profile of the Chairperson

The president is the face of the association, both internally and externally. His or her duties are:

• Conducting Board Meetings
  • Compiling Agenda Items for the Board Meeting
  • Leading the Meeting
• Taking the initiative
  • Initiate and monitor policy matters
• Coordinating and carrying out administrative tasks
• Representing the organization both internally and externally
  • Establish and maintain external contacts, including communication with the municipality of Moerdijk and the local community, to ensure coordination.
  • Point of contact for, among others, the Province, Chambers of Commerce, and similar regional and national administrative organizations.

Treasurer Profile

The treasurer is the primary point of contact on the board for all financial matters. His or her duties are:

• Assesses whether expenses incurred and expense reports submitted fall within the annual budget and the agreements reached in board meetings
  • Manages the financial records in a transparent manner
  • Prepares financial statements that are approved by the audit committee
• Manages bank accounts, any savings accounts, and investments
  • Manages the inventory list and the inventory
  • Manages the budget and is authorized to make payments in accordance with the approved budget
• Maintain contact with sponsors and grant providers
• Receives and processes financial correspondence for the Association

Secretary Profile

The secretary serves as the official recorder for the board and, by extension, for the organization. His or her duties are:

• Writing letters, emails, and other documents on behalf of the Association
  • Responding to Mail and Email
  • Handle and manage external written communications
  • Review the mail and forward important matters to the responsible board member
• Filing received letters and emails, and retaining copies of sent letters
  • Organizing and Managing Files of Letters and Documents
  • Manage the board's email inbox and forward messages to the appropriate person

• Preparing reports, minutes, and/or lists of resolutions from various meetings, such as board meetings (BV)
  • BV Reporting Using the Resolution List Format
  • Archiving and Maintaining the List of Decisions
  • Has ultimate responsibility for ensuring compliance with the Association's bylaws and regulations

Profile: General Board Member

The general board member supports the Executive Committee. His or her duties are:

• Contribute to the Association's policy, governance, and management
• Organize events, assist the Executive Committee, and support it in other activities.

Regulations on Resignation

1. The members of the board may not resign or step down collectively. Members who step down are eligible for reelection for a term of 8 years.
2. Each member of the Executive Committee or General Board shall step down four years after his or her appointment, in accordance with a rotation schedule to be established by the Board. The outgoing member is immediately eligible for reelection (by acclamation) at the General Members’ Meeting; anyone appointed to fill an interim vacancy takes the place of his or her predecessor on the retirement schedule.
3. A board membership also ends:
   • Due to death;
   • By a declaration of bankruptcy;
   • By placing under guardianship;
   • Upon termination by the member;
   • Due to dismissal or suspension (see Articles of Incorporation, Article 4).
4. If a vacancy arises, one or, if necessary, more board members will temporarily assume the duties of the board member whose position has become vacant. The duties will be assigned by mutual agreement during a board meeting. This arrangement will end once the vacancy has been filled and a proper handover has taken place.

Board Transition Schedule

Article 6, paragraph 4a, of the Association’s bylaws states that directors shall step down according to a schedule to be drawn up by the board and that the maximum term of office is eight (8) years.

If necessary, this appendix is updated annually due to the expiration of terms or changes in board membership. Each board member is appointed for a term of up to 4 years. Outgoing members may be reelected at the general meeting of members by a majority vote.

Board Meetings

Agreements within the board

1. Unsubscribe: If you are unable to attend a meeting, you are expected to cancel your attendance.
   • At least a quick message via WhatsApp or email, and at least 24 hours' notice.
   • Review the minutes and action items afterward.
2. Time: Meetings start exactly at the scheduled time.
   • Do you expect to be late because a previous activity ran a little over schedule or due to travel issues? Send a message via email or WhatsApp so the meeting can start without you. If possible, let us know which agenda item we should discuss without you.
   • Late or absent without prior notice? Then you'll have to bring a treat to the next meeting.
3. Action List: Always keep a close eye on the action list in the minutes so you know what your responsibilities are on the board.
4. Agenda & Minutes
   • The chair and/or secretary shall ensure that the agenda is made available to all members at least one week before the meeting.
   • Minutes are drafted during or after the meeting and are approved or amended at the next meeting.
   • All meeting minutes are kept internal so that everyone can speak freely during meetings. When we release information, it consists of reports that reflect the board’s positions, not individual opinions.
5. Vacation Expenses:
   • The agreement is that each board member will receive an allowance of 50 euros per board meeting. The meeting minutes play an important role in this regard, particularly with respect to attendance and location.

Communication within and outside the board

1. Open Dialogue
   • The board members give each other the space to discuss matters openly and to respect each other's positions.
   • We give each other the space to speak and let each other finish speaking, without interrupting one another.
2. External Communications
   • We speak with one voice on behalf of the board. So we discuss and, if necessary, defend a position or decision, even if not everyone agreed with it.

Decision-Making Within the Board

1. Votes may be cast during meetings (preferred), via email, and/or via WhatsApp.
   • When decisions need to be made via email or WhatsApp, we give each other as much space as possible to discuss them and think them over first.
   • The chair and secretary represent the board at (external) consultations and meetings, and they are expected to make decisions (when necessary) in accordance with the board’s positions, with the understanding that such decisions may later be revoked by the other members.