¶ Article 1 - Scope
The by-laws are set-up by the Board of Governors, for any changes, a simple majority to a Board of Governors meeting motion is required.
¶ Article 2 - Function Descriptions
The NPO has the following functions:
The president leads the working of the NPO, they:
- Chair the BoG and GA meetings, and internal discussion within the BoG and Executive - ensuring that discussion is productive and positive but that also remains relevant.
- Determine the agenda in conjunction with the Secretary.
- Provide support to the other Governors, where required.
- Provide the BoG with direction on the accomplishment of tasks.
- Provide the final response to any decision where a clear majority does not exist.
- Are responsible for any task not delegated to another Officer position below.
The Vice President acts as the President’s deputy and has the same functions as the President, also replacing the President if required.
The Secretary is responsible for all administrative tasks, not otherwise delegated, they:
- Are responsible for all letters in the name of the NPO.
- Are responsible for on-boarding new NPO members and managing the departure of those members that are leaving.
- Maintenance of the NPO membership database.
- Preparation of all documents for court and the Belgian authorities.
- Maintenance of the organisation’s archives.
- Creating meeting minutes for BoG and GA meetings.
- Prepare agendas for all meetings, in conjunction with the President.
- Administrate the voting during BoG and GA meetings.
- Assist the President, where required, by organising reports, keeping the BoG’s direction in line with the present tasks, and distributing those tasks out to the relevant Officer positions.
Due to the Dutch-statutes, it is strongly advised that a Secretary is Dutch-speaking. If this is not possible, an external translator can be appointed to take care of translation from English to Dutch of all paperwork that must be done in Dutch.
The Assistant Secretary acts as the Secretary’s deputy and has the same functions as the Secretary, also replacing the Secretary if required. An Assistant Secretary is only to be appointed where the workload is such that the Secretary requires assistance.
The Treasurer is responsible for the accounting and financial management of the NPO, they:
- Will report in a detailed way about the accounts and budget during the GA meeting.
- Will give a short status on the financial situation during each BoG meeting.
- Are allowed to make payments with a maximum of 500€, above this amount the signature of both the President and the Treasurer is required.
- Collects the membership fees and informs the Secretary of those who have and have not paid.
- Liaise with the Financial Audit Workgroup.
- The Treasurer is preferred to be a Belgian citizen.
The Assistant Treasurer acts as the Treasurer’s deputy and has the same functions as the Treasurer, also replacing the Treasurer if required. An Assistant Treasurer is only to be appointed where the workload is such that the Treasurer requires assistance.
The ITO (Information Technology Officer) is responsible, in conjunction with the IVAO Development Operations Department, for ensuring that IVAO’s infrastructure and IT capability is managed, effective and working to the acceptable standard. In this role they:
- Ensure the NPO systems are managed, administered and up-to-date.
- Ensure that the Development Operations department are given the tools they need to continue IVAO’s development, also taking into account cost effectiveness.
- Hold responsibility for the co-ordination and guidance of IT related activities within IVAO, in conjunction with the Executive Council and DevOps Department, for the purpose of executing IVAO’s strategy and vision.
The Assistant IT Officer acts as the IT Officer’s deputy and has the same functions as the IT Officer, also replacing the IT Officer if required. An Assistant IT Officer is only to be appointed where the workload is such that the IT Officer requires assistance.
The DPO (Data Protection Officer) is responsible for ensuring that the association, and the network, remain GDPR compliant. In this role they:
- Are responsible for keeping IVAO compliant with all relevant data protections laws.
- Manage GDPR requests from users, ensuring that they are completed within the specified timeframe.
- Ensure that everyone complies with IVAO’s guidance on data protection.
- Establish, maintain and withdraw IVAO guidance on data protection, ensuring that it is compliant with Belgium and EU law.
- Keep IVAO up to date on developments surrounding GDPR, where applicable to IVAO.
- Act as the single contact point for data queries, whether GDPR or otherwise.
- Explore, investigate and analyse IVAO and it’s processes for data protection compliance, and recommend ways to ensure compliance and/or improve our data protection processes.
The Assistant DP Officer acts as the DP Officer’s deputy and has the same functions as the DP Officer, also replacing the DP Officer if required. An Assistant DP Officer is only to be appointed where the workload is such that the DP Officer requires assistance.
The PRO (Public Relations Officer) is responsible, in conjunction with the IVAO Public Relations Department, for ensuring that IVAO is represented globally. In this role they:
- Manage the association's image, both internally and externally.
- Are responsible for maintaining and reviewing our existing partnerships and sponsorships and seeking out new ones that may be beneficial to IVAO.
- Act as a representative for the association with external stakeholders.
- Hold responsibility for the co-ordination and guidance of PR related activities within IVAO, in conjunction with the Executive Council and PR Department, for the purpose of executing IVAO’s strategy and vision.
The Assistant PR Officer acts as the PR Officer’s deputy and has the same functions as the PR Officer, also replacing the PR Officer if required. An Assistant PR Officer is only to be appointed where the workload is such that the PR Officer requires assistance.
- Confidante 'personal integrity'
PRE and VPRE share this role
¶ Article 3 - Membership Contribution
- The yearly membership contribution is 25€ (2022).
- The amount is defined by the BoG every year in November for the next year. The membership contribution must be paid, at the latest, on the 31st January of the year it is set for, for practical reasons it cannot be paid before January 1st. Any payment outside the set period is automatically considered as a donation. In case of non-payment, the member is informed that his membership will be terminated from the 15th February the same year.
- In case the member forgets the payment, they have a final chance to complete the payment before February 15th (or in the case of a bank holiday, the next working day). If still not received, the membership is terminated immediately without further notice or possibility to appeal. The GA will be informed each year of the members who did not pay their contribution.
- When joining the NPO, the membership contribution has to be paid within 30 days, or the next working day in case of a bank holiday, after the approval by the General Assembly. If no payment is received after 30 days, or the next working day in case of a bank holiday, the member is not considered to have joined the NPO.
- The NPO will not offer a reduction on the membership contribution if a member joins during the year.
- The NPO will not accept a donation prior to being accepted as a GA member as the membership contribution for new members or before January 1st of the current year for current GA members. In all cases, the date the money arrives on the NPO accounts is the valid date. The member who has to pay their contribution has to take any bank or processing delays into account.
¶ Article 4 - Membership Application
- Every adjoined member who is at least 18 years of age can apply for effective membership of the NPO during such periods of time as determined by the Board of Governors but usually during January of each year. To apply for effective membership, the following procedure applies:
a. The adjoined member must send an email containing the application to the SECR. The application will subsequently be posted in the NPO forum for effective members to question the candidate on their application. At the GA meeting subsequent to the closure of the application period, a decision is made by a regular majority, in accordance with the articles of association.
b. After that GA meeting, each applicant is informed about the decision of their membership application. If a membership application is accepted, the member must comply with the membership contribution within the prescribed timelines (Article 3 of the By-laws) and provide the SECR with the necessary information to complete the membership registration. This information must be submitted within 30 days after acceptance by the General Assembly.
¶ Article 5 - Voting
For all decisions made by the BoG or GA, the idea of public voting applies, i.e. every member of the organ will be allowed to know how everyone voted, but only after everyone has voted. Only in the case, the voting is about a natural or legal person, anonymous voting is applied. Voting is tallied in a mathematical fashion where “Agree” votes carry the value of +1, “Disagree” votes carry the value of -1, and “Abstain” votes carry the value of 0.
¶ Article 6 - Meetings
- Any NPO member can bring up an agenda topic as forum discussion, the PRE/VPRE/SECR will decide when this topic is ready to be voted upon during a meeting unless Article 15(3) of the Statutes is applied.
- The Agenda of the meetings will be final and published to all NPO members 1 week before the meeting itself unless otherwise defined by the Statutes. The main points of discussions should be tackled at this time, although further discussion can occur on the forum.
- Every participant in a meeting is expected to have all agenda topics prepared and to have asked questions about the topics stated in advance, by means of the forum. This is applied to ensure that the meetings do not take too long.
- During the meeting, the President will offer all topics in order as defined on the agenda. For each meeting topic, the following procedure applies:
- The President presents the topic as it is described on the agenda.
- The author of the topic, or the President (if the author is not available, or the author is not part of the organ), explains the topic to clarify it for every participant of the meeting.
- After this, a discussion may take place in accordance with the accepted practices of the NPO. Motions within an agenda item do not need to be separately stated on the agenda, unless required by the Statutes.
- The topic is considered done, as soon as the motion for it has closed and a legally valid vote has been produced.
¶ Article 7 - Proxy Votes
During every General Assembly (GA) meeting, a member is allowed to assign his/her proxy vote to another effective member, as defined by the articles of association. To assign the proxy vote, the following procedure would apply:
- The member would create an email containing their name and VID, and also the name and VID of the person to which their vote will be assigned (hereafter called proxy voter).
- This message must be sent by email towards the SECR and proxy voter.
- The proxy voter confirms his/her acceptance of the proxy vote by replying to the email, copying in the SECR and member.
- The SECR will register the proxy vote and reply to the member and proxy voter that the proxy has been accepted and processed.
- The SECR will also update the details of the proxy onto the meeting forum post and into the voting tool (if applicable for the meeting).
- The assignment of the proxy vote for General Assembly meetings must be done in writing as outlined above, at the latest, before the start time of the meeting. Proxies of absent members cannot be accepted once the meeting has started. Proxies may be assigned, however, at any time up to and including during the meeting itself, if made in ‘person’ by the member (for example, if an effective member has to leave the meeting, he may assign a proxy to continue for him if he leaves.)
- Where an effective member is unable to find a proxy for himself, the President (or his nominated deputy) will act as the proxy. Members are required to follow the standard proxy vote procedure contained within this article. Where the President (or his nominated deputy) is unable to clearly understand the voting intentions provided, the President shall abstain on each vote where a clear intention has not been expressed.
- If an effective member is unable to attend a meeting after a proxy has been assigned, it will not automatically be cancelled and will be recorded as absent.
- Proxy votes can be cancelled by notification to the SECR up until the meeting starts. Unless cancelled in ‘person’, where proxy votes can be cancelled during the meeting (for example, an effective member is able to attend the meeting, they may cancel the proxy that they had assigned).
¶ Article 8 - Board of Governors Elections
- There should be a total of 9 Governors. Governors are elected for a 2-year mandate by the General Assembly (as per Article 13 of the Statutes), starting and terminating on 1st Dec. Elections shall be held at least once a year and completed before 1st of Dec. On odd years, five governors should be elected. For even years, four governors should be elected. Interim elections are allowed if required. Should a Governor or Governors leave, an election should be held to elect Governors for the remaining mandate (as per Article 13 of the statutes).
2. The BoG should set a date for the General Assembly meeting to be completed before 1st Dec each year with an agenda topic for Election of Governors.
3. Applications should be invited so that candidates may submit their motivation letter towards the SECR.
4. The deadline for receiving applications is at least 21 calendar days before the date of the election.
5. The SECR verifies that the candidates satisfy any requirements laid down in the statutes.
6. All applications that meet the requirements shall be shared with the General Assembly and the candidates and NPO members will be able to engage in a discussion regarding the candidatures.
7. The BoG, if able, should present a number of candidates which is at least the number of seats available +1.
8. A GA meeting should be held as per the statutes.
9. GA members may cast a vote for each candidate presented for election as either “Agree”, “Disagree” or “Abstain”.
10. To be considered elected, the candidate must receive a vote value greater than zero following Article 5 of the By-laws. Those candidates shall then be ordered by those with the highest vote value working downwards to fill all vacant seats until no seats remain.
11. Unusual Circumstances
a. Ties which would result in tied members earning a seat on the board do not require further action, except for instances prescribed in paragraph two and three below.
Example: In the following situation, if electing four candidates, A, B, C, D would be elected. A, B, and C do not require a tie-vote as they are the most popular candidates within the Summit X, and thus their tie is not competitive:
- A + 10 vote values
- B + 10 vote values
- C + 10 vote values
- D + 8 vote values
- E + 7 vote values
- F + 6 vote values
b. In the event of a tie, a simple motion will be voted on between tied candidates in the same manner as the original vote. The candidate(s) with the most votes shall receive the seat.
Example: In the following situation, if electing 4 candidates, A, B, C are elected and each GA member would receive one ballot to cast for D, E, or F.
- A + 10 vote values
- B + 9 vote values
- C + 8 vote values
- D + 7 vote values
- E + 7 vote values
- F + 7 vote values
Example: In the following situation, if electing 4 candidates, A, B are elected and each GA member would receive two ballots to cast for C, D, or E.
- A + 10 vote values
- B + 8 vote values
- C + 7 vote values
- D + 7 vote values
- E + 7 vote values
- F + 6 vote values
c. In the event all candidates receive exactly the same amount of votes, a complete re-vote should be held from scratch.
¶ Article 9 - WITHHELD
¶ Article 10 - Board Advisory Council
- As stipulated by Article 17 of the Statutes, the Board of Governors may appoint a person to the Board Advisory Council to advise the Board of Governors on a specific topic.
- The Board of Governors shall endeavour to hold at least one specialist in legal issues and one specialist in financial issues.
- The Board of Governors will unanimously decide on a need for a new member of the Board Advisory Council.
- Where such an identification has been made, the Board of Governors shall create a post on the NPO forum notifying the General Assembly that they are seeking a new Board Advisory Council member in a specific field, also specifying an end date for the application period.
- Following the application period, where identification is made of an individual, which the Board of Governors unanimously agree would benefit the NPO by being on the Board Advisory Council, they may appoint that individual to the Board Advisory Council. Whilst NPO membership is preferred, it is not required.
- Board Advisory Council members may only comment on areas of which they are specialists in, this ensures that only those with the specialist knowledge provide advice to the Board of Governors.
- A member of the Board Advisory Council may be removed where the majority of current Governors support this.
- Every outgoing Governor, irrespective of any other requirement in this Article, automatically becomes a member of the Board Advisory Council for a fixed period of 3 months from the end of their mandate, this allows a smooth transition to take place from one Board to another.
¶ Article 11 - Cash Auditors
- As stipulated in Article 20 of the Statutes, the General Assembly must elect two cash auditors for a two year term. Re-election is permissible upon the end of the two year term.
- The BoG must open applications for effective members to apply at least 14 days before the GA meeting to elect the cash auditors takes place. Voting takes place in accordance with Article 6 of the By-laws.
- Cash auditors start their term on 1st December and are elected at the annual GA meeting held in November.
- Cash auditors can resign from their position by sending their resignation letter to the BoG. A new cash auditor must then be elected for the following December.
¶ Article 12 - Executive Council Roles and Responsibilities
The Board of Governors have delegated the responsibility of the daily management of IVAO to The Executive Council. The Executive Council have the following delegated responsibilities, that are expanded within each Service’s roles and responsibilities:
- Management of the IVAO Network and Forum:
- Implementing policy and rules set by the BoG.
- Proposing amendments of rules and regulations to the BoG as necessary.
- Appointing, managing and reviewing Executive Assistants.
- Appointing, managing and reviewing Network Supervisors.
- Appointing, managing and reviewing Forum Administrators and Moderators.
- Overseeing disciplinary actions and suspensions.
- Dispatching network-wide NOTAMs concerning the daily operation of the IVAO network.
- Management and review of departments:
- Assigning tasks, responsibilities and priorities as required.
- Appointing, managing and reviewing Departmental Directors/Assistant Directors.
- Actioning and overseeing departmental staff changes.
- Managing and ensuring coordination between departments.
- Management and review Divisions and Multi-County Divisions:
- Managing the creation and review of Divisions, Mini-Divisions, Multi-Country Divisions and OIFs.
- Appointing, managing and reviewing Divisional Directors/Assistant Directors.
- Overseeing major division issues and disputes.
- Monitoring the use of divisional NOTAMs.
Original PDF Document