What is the purpose of this Special HUTAC General Assembly meeting?
Due to the discontinuation of the Huygens Scholarship Programme (HSP) in 2011, we have seen a massive reduction in HSP member participation at HUTAC activities and events. However, thanks to the topical themes and overall quality of our professional development events, our community has been steadily gaining popularity among ambitious young professionals who are not recipients of the Huygens Scholarship as well as a number of impact-driven companies and organizations in the Netherlands. This fact demonstrates HUTAC’s value to a broader audience and the importance of paving the way for its continued success.
After repeated discussions with HSP members of our community in past General Assembly events, it has become clear that in order for HUTAC to continue to thrive, a series of changes must be made to HUTAC’s Articles of Association. To that end, in consultation with the Advisory Board as well as regular HSP members with interest in this matter, and with the advice of a registered notary, the Board officially proposed a number of amendments to HUTAC’s Articles of Association last year. The details of this proposal have been the focus of several communication emails published by the Board since 2018 and will not be discussed further in this document.
For further information, you may review the proposal here.
On 19 January 2019, as part of the annual General Assembly held at TimeSpace in Utrecht, a discussion and voting point was on the agenda concerning the Board’s proposed amendments to the Articles of Association. A vote did in fact take place and the results were in favor of the proposal, but since the quorum necessary for officially passing the changes was not met, the outcome did not carry any legal weight. As the next step of this process, according to Article 21 of the statute, a second Special GA must be organized by the Board within a maximum of four weeks following the initial vote, at which point the requirement on the quorum shall no longer apply. The invitation for this follow-up meeting was initially sent out to members shortly following the GA for 9 February 2019. However, due to the extremely low attendance of the gathering on 19 January, the Board decided to avoid putting the proposed amendments to a final vote at what was perceived to be a democratically premature stage, despite its legally binding nature. Therefore, the proposed 9 February meeting was called off in order to grant all members additional time for scrutinizing the Board’s proposal and providing feedback. To that end, a new date was communicated to members as the first of another pair of Special GA meetings, set for 9 March 2019, aiming yet again to put on the record the will of the HUTAC community with regard to the Board’s proposed amendments to the Articles of Association.
The purpose of this document is to provide an account of the discussions and debate among members present at the General Assembly as well as the outcome of the vote held on 9 March 2019.
Minutes of the Special HUTAC General Assembly 2019 (Meeting 1)
Date: 9 March 2019
Location: Time Space, Vredenburg 40, 3511 BD Utrecht
Time: 14:30 – 17:15 CET
Participants: 7, including 6 HSP recipient members
1. Opening and Agenda
At 14:30 CET, Catalina Iorga, President of the 2017-2019 HUTAC Board opened the 2019 Special GA by giving an introduction on the efforts made by the Board during 2018 and early 2019 in amending HUTAC’s Articles of Association, the reasoning behind these changes and their importance in making HUTAC a future-proof association. The details contained in her speech have already been referenced earlier in this document as well as the Board’s online communications with members in the past six months.
Catalina then proceeded to outline the agenda of the GA session, namely:
- Review of the summary sheet detailing the Board’s proposed changed to the Articles of Association
- Q&A regarding the proposed changes and clarification by Board members of any doubts present members may have
- Conclusion of discussions on the proposed amendments
- Recording of the votes of non-present HSP members who opted to vote by granting power of attorney to present members
- Recording of the votes of present HSP members
- Statement on future steps required for finalizing the results
- Final Q&A and member feedback for upcoming year
Although these minutes cover all of the above, it is important to note that they do so under different thematic headings than was presented at the GA for the purpose of conciseness and clarity.
2. Discussion of the Proposed Amendments
This section covers items 1, 2 and 3 on the meeting agenda presented above.
Catalina asked present members to indicate whether they wished to review in detail the content of the proposed amendments. The consensus was in the affirmative and, therefore, Catalina proceeded to display the list of amendments referenced earlier and began going through them one by one. In addition to the amendments, Catalina explained the purely procedural nature of the vote for the day since, as explained earlier, the quorum required to pass the changes to the statute was not met and a second follow-up meeting would be required. She also informed the GA that 10 HSP recipient members had provided written power of attorney statements to a number of present members and would be voting in absentia. The maximum number of votes cast on behalf of members not in attendance by any present member has been set at 3 based on external legal advice. Detailed information on these absentee ballots are provided in Section 3 of this document.
The following questions were asked and subsequent replies given by Board members during the remainder of debate.
On Article 14, proposed to be amended as the new Article 13 (note that Article 5 has been proposed for complete removal), Kollol Aguan, Treasurer of the 2017-2019 HUTAC Board, explained the reasoning behind the Board’s decision to establish the new fiscal year as 1 January to 31 December as opposed to the current 1 September to 31 August. The details are available in the summary sheet for members to review.
Mahmut Arikan, HSP member, asked whether there has been any tax reasons behind the Board’s decision to amend Article 14. Kollol and Catalina explained the fact that the association has no tax obligations and therefore the answer would be no. The decision, they clarified, was merely for a more convenient and practical accounting and auditing process given the fact that using the 1 January to 31 December timeline will enable better alignment of the Board’s activities with the fiscal year. HUTAC Boards have traditionally begun organizing the activities and events of the year at the beginning of each year and concluded with the annual GA at the end of the same year.
Mahmut posed a second question regarding member disqualification criteria, highlighting the fact that the definition of “member” is expected to change following the amendments and whether any changes have been proposed to how members may or may not be expelled from the organization. In response, Catalina clarified that the amendments are not expected to change anything regarding the disqualification or expulsion criteria.
Andy Golkhandan, 2017-2019 Advisory Board member, provided extra details on how member disqualification is expected to work according to the current statute, highlighting the role of the Board, the hypothetically affected member or members, and most importantly, the General Assembly on such decisions. Catalina further clarified that the removal of the statute’s Article 5 does not imply that member disqualification criteria has changed; this is due to the fact that it aims to remove the “ambassador” status from the rules and therefore ensure equality among members in all circumstances whether they live in the Netherlands or abroad.
Further to the topic of membership, Haiyun Ying, HSP member, asked whether the Board had proposed a quota on the number of non-HSP Board members at any future time if the amendments were to be agreed to. Catalina explained the logic behind not imposing any quotas by highlighting the low appetite of HSP members in leadership positions at HUTAC which has been observed in recent years and the importance of avoiding any unnecessary imposition of limits on the business of future Boards. The best course of action is, present members agreed, for the General Assembly to fully scrutinize all future Board candidates and their plans for the organization before voting them into office.
Mahmut asked whether future Board candidates are allowed to be involved with other organizations in a leadership capacity while leading HUTAC. Catalina clarified that there has been no such rule in HUTAC’s past which enforces such a limitation and the Board is not proposing to do so. She emphasized the role of the GA in ensuring the best candidates for HUTAC make it into leadership positions.
Haiyun underlined that a clear strategy is required beyond 2018-2019 to define HUTAC in such a way that it automatically ensures the flow of suitable prospective members toward the association in the future. The Board agreed and promised to focus on this aspect of the marketing process.
Citing the low turnout for the GA, Mahmut asked whether online voting may be an option to boost participation. Laura Tufis, HUTAC Secretary and Marketing Strategist of the 2017-2019 Board, mentioned the risks involved in the authentication of such votes and proposed the current power of attorney statements as the best alternative. Having said that, the Board promised to look into the issue of remote participation further.
At this point, a number of present members expressed curiosity about the overall health of the organization. Catalina suggested going over the presentation slides of the annual GA on 19 January to provide members with a refresher on the events of the past year and the financial statement.
Catalina and Kollol presented a summary of 2017-2018 events, the 2017-2018 financial statement and HUTAC balance sheet, budget proposal for 2018-2019 approved by the GA on 19 January, HUTAC theme for the upcoming year, “Pathways to the Future”, and the administrative achievements of the Board including GDPR compliance and the review of the association’s statutes and bylaws. The details of this presentation may be found in the meeting minutes of the corresponding GA here.
While discussing the financial statement, Mahmut asked whether there was any possibility of re-establishing funding from Nuffic. Catalina and Laura mentioned the existence of other similar countrywide associations such as HAN-NL which are currently funded by Nuffic and emphasized the promising potential of HUTAC for future funding given our past record in excellence. They underlined, however, the necessity for expanding our current active membership numbers in order to have a better chance at securing such funding. Catalina brought up an invitation by Nuffic for a meeting which the Board had received one week prior to the GA and confirmed that she will be attending this meeting to further discuss the future relationship between our community and the larger Nuffic organization.
Mahmut sought clarification about whether HUTAC has any reporting responsibilities to Nuffic about our spending. Catalina replied by explaining the contractual obligation that all remaining Nuffic subsidy funds be spent before the end of 2019. Andy clarified that such a target is easily achievable given the fact that the financial statement as of 31 August 2018 indicates only €4.396,32 as remaining Nuffic subsidies. Kollol confirmed that this amount has already been budgeted for the 2018-2019 fiscal year. Upon completion of the discussions on the 31 December 2019 deadline, Catalina mentioned the official date of the final financial audit by Nuffic scheduled for March 2020 and the fact that the Board intends to hire an external auditor to support the yearly financial review process and subsequent preparations for 2020.
Apart from questions and concerns regarding the main motion discussed during the GA, a number of suggestions were brought up by members about this year’s theme of “Pathways to the Future”. The Board listened to these suggestions and took note of some of them. Laura reassured members that they may reach out to the Board with ideas on topics or speakers at any time throughout the year.
At this point, the meeting was adjourned for a coffee break of roughly half an hour.
3. Voting on the Proposed Amendments
This section covers items 4, 5 and 6 on the meeting agenda presented above.
Upon the return of all 7 present members to the meeting room, the GA was reconvened and Catalina began presenting the written statements by 10 non-participant HSP members who had opted to vote in absentia. The details were as follows:
- Alexander den Ruijter grants Kollol Aguan the power of attorney to vote, on his behalf, in favor of the proposed motion on amending HUTAC’s Articles of Association at the General Assembly on 9 March 2019. Signed on 7 March 2019 in Luxembourg.
- Silvia Milanova grants Kollol Aguan the power of attorney to vote, on her behalf, in favor of the proposed motion on amending HUTAC’s Articles of Association at the General Assembly on 9 March 2019. Signed on 8 March 2019 in London.
- Razvan Costin Cioc grants Catalina Iorga the power of attorney to vote, on his behalf, in favor of the proposed motion on amending HUTAC’s Articles of Association at the General Assembly on 9 March 2019. Signed on 8 March 2019 in Amstelveen.
- Melinda Vigh grants Laura Tufis the power of attorney to vote, on her behalf, in favor of the proposed motion on amending HUTAC’s Articles of Association at the General Assembly on 9 March 2019. Signed on 7 March 2019 in Berlin.
- Machteld de Vos grants Kollol Aguan the power of attorney to vote, on her behalf, in favor of the proposed motion on amending HUTAC’s Articles of Association at the General Assembly on 9 March 2019. Signed on 9 March 2019 in Amsterdam.
- Amrita Ajit Kumar grants Catalina Iorga the power of attorney to vote, on her behalf, in favor of the proposed motion on amending HUTAC’s Articles of Association at the General Assembly on 9 March 2019. Signed on 8 March 2019 in Amsterdam.
- Thierry Verheije grants Laura Tufis the power of attorney to vote, on his behalf, in favor of the proposed motion on amending HUTAC’s Articles of Association at the General Assembly on 9 March 2019. Signed on 6 March 2019 in Utrecht.
- Rene Marcel Kulik grants Catalina Iorga the power of attorney to vote, on his behalf, in favor of the proposed motion on amending HUTAC’s Articles of Association at the General Assembly on 9 March 2019. Signed on 7 March 2019 in Tokyo.
- Qing Wang grants Laura Tufis the power of attorney to vote, on her behalf, in favor of the proposed motion on amending HUTAC’s Articles of Association at the General Assembly on 9 March 2019. Signed on 6 March 2019 in Utrecht.
- Giuseppe Manrique Millones grants Andy Golkhandan the power of attorney to vote, on his behalf, in favor of the proposed motion on amending HUTAC’s Articles of Association at the General Assembly on 9 March 2019. Signed on 8 March 2019 in Maastricht.
Catalina then proceeded to ask all present members for their vote. The results were as follows:
– 6 present and eligible members voted in favor
– No present and eligible member voted against
– No present and eligible member abstained from voting
The final tally of the votes were:
– 16 eligible members voted in favor
– No eligible member voted against
– No eligible member abstained from voting
Once again, Catalina emphasized the fact that the current results are not valid given the reality that the required quorum had not been met. She officially announced the date of the next event to be on 30 March 2019. In response to questions by members on the possible outcomes, she explained that the next vote, and subsequently the fate of the amended Articles of Association, will be decided based on a two-thirds majority rule of all members present or represented at the next GA regardless of the quorum. If the proposal is passed, the Board will take immediate action to implement it and publish the official version of the new Articles of Association document. If it is voted down, the Board will put forward an adjusted version of the 2018-2019 plan, subject to approval by the GA, which aims to focus the Board’s efforts entirely on activities for currently active HSP and non-HSP community members.
For the information of the General Assembly, since no members against the amendments were present at the meeting, Catalina, Laura and Andy presented some of the arguments conveyed by dissenters in previous discussions and attempted to explain their rationale for opposing such changes, mentioning their concerns regarding the proposed definition of membership and the use of HUTAC’s name for the benefit of non-HSP recipient members. In response to a question by Haiyun, Catalina clarified that if any members wish to vote no on the amendments during the follow-up meeting on 30 March, they may feel free to seek out members who will be present at that gathering and have not already committed to voting on behalf of 3 other members. All members who wish to participate in the vote remotely may send an email to contact@hutac.com and the Board will do their best to pair them with a representative at the upcoming GA.
At this point, both Mahmut and Haiyun asked for the template of the power of attorney statement in the hope of reaching out to other members who may wish to voice their opinion on 30 March. Laura confirmed that she would send the official template to their registered email address.
4. Final Q&A and Closing
Before the closing of this Special General Assembly, a question was asked about the timeline of 2019 events. Catalina explained to members that due to the currently intense focus of the Board on administrative matters related to amending the Articles of Association, the first quarter of the year has been devoted entirely to these back-to-back GA meetings. However, she promised members that beginning in the second quarter and as early as April 2019, they may expect to hear about upcoming HUTAC events on the topic of “Pathways to the Future”.
There were no further questions and all outstanding business was addressed at the GA. Thus, the first Special HUTAC General Assembly 2019 successfully came to a close at 17:15 CET, 9 March 2019.