Regulations Advisory Board (RvA)

Introduction

These Regulations have been adopted by the management of the company 75inQ and contain definitions and rules regarding the functioning of the Advisory Board, also referred to as RvA.

The purpose of the Regulations is to clarify the scope and powers of the Advisory Board and the mutual expectations for those directly and indirectly involved.

Goals

The goals of setting up an Advisory Board are as follows:

Quality assurance

75inQ would like to use the knowledge, expertise and experience of experts, so that the company’s policy is in line with the wishes and capabilities of stakeholders.

Strengthening organization, network and activities

75inQ would like to further translate the socially relevant vision and mission of the company into activities that require a stronger organization and network.

Transparency and legitimacy

75inQ demonstrates that it operates as a social enterprise with the aim of making an impact within the scope of its mission.

Members

The Advisory Board will initially consist of 2 members, but will grow. Representatives of various target groups relevant to the 75inQ mission will be invited.

Article 1: Adoption and scope of the Regulations

Definitions

Regulations

1. The regulations are established by the management.
2. The regulations can be amended by the management. The Advisory Board has an advisory vote in this regard and can make proposals. These recommendations are not binding.
3. The regulations provide the rules with regard to matters of the Advisory Board.
4. The rules must be observed by the Advisory Board as well as by the board and by the individual members.
5. The management will provide each member with a copy of the company’s articles of association by making the most recently published version accessible.

Article 2: Duties and mandate

1. The Advisory Board is the entity’s advisory body. The Advisory Board has no legal liabilities and responsibilities.
2. The management provides the members, solicited and unsolicited, with relevant information regarding the ins and outs of the company.
3. The Advisory Council provides the management with solicited and unsolicited advice and also functions as a sounding board for the management.
4. The advice covers the objective of the company, the interpretation of the promotion, development and implementation of the concepts, in the broadest sense of the word.
5. In the composition of the Advisory Board, it will be taken into account that all areas of interest of the company will be represented.
6. The members of the Advisory Board are encouraged to make an effort without being asked or at the request of the management.

•  finding and attracting sponsors for the company;
•  the deployment of personal networks for the purpose and (growth of) the company;
•  promoting the company and its objectives.

Article 3: Nomination and appointment of the members of the Advisory Board

1. New members of the Advisory Board can be nominated by the Board of Directors and / or by (members of) the Advisory Board.
2. A member is appointed by the Board of Directors, possibly in consultation with the current members of the Advisory Council.
3. A member is appointed by the management for a period of one calendar year.
4. The term of office commences after written confirmation from the management and can be dissolved by the management at any time.
5. A board member cannot be a member of the Advisory Board at the same time.

Article 4: Profile of a member of the Advisory Board

1. A member of the Advisory Board has affinity with the objective of 75inQ as set out in the business plan and endorses it.
2. The member is prepared to take note of 75inQ’s policy and current affairs.
3. The member is able to make sufficient time available for an adequate membership of the membership.
4. The member preferably has a demonstrably relevant (relationship) network, management experience and / or knowledge and experience in the fields where 75inQ is active.
5. The member is willing to use his / her knowledge and experience free of charge and without remuneration for the purpose of 75inQ and its concepts.
6. No member can be a person with a conflict of interest with 75inQ, one of the other members of the Advisory Board or in whose case a conflict of interest poses a risk.

Article 5: Meetings, agenda and advice

1. The management draws up a meeting schedule together with the Advisory Board. The Advisory Council consults as often as the members consider necessary. A meeting frequency of four times a year is assumed
2. The management is authorized to call an extra meeting if special circumstances justify this. This can also be done at the request of (the members of) the Advisory Board.
3. The management is authorized to reschedule or cancel a meeting, whether or not at the request of the RvA.
4. The chairman of the Board of Directors attends all meetings.
5. The meetings are chaired by the chairman of the board of directors.
6. The agendas for the meetings are drawn up by the Management Board in consultation with the Advisory Board.
7. An extra meeting can be requested from the Board of Directors by at least two members of the Advisory Board and in consultation with the other members.
8. A meeting is convened by the Board of Directors at least one month prior to the date of the meeting. The meeting dates are per-determined and published.
9. The members of the RvA appoint a secretary from their means, who will take care of the minutes and processing of the advice and action points issued.
10. Advice and action points issued by the meeting are kept up-to-date and sent to the participants for information within one week of the meeting being held.
11. All advice by the RvA will be included in the final decision-making by the management.
12. The recommendations of the RvA to the management can be explicitly labeled as compelling, but are not binding. If the management wishes to deviate from important advice, this must be motivated.
13. Each member of the Advisory Board is deemed to be present at the meetings, unless otherwise agreed with the management.

Article 6: Suspension and dismissal

1. A member of the Advisory Board can resign at any time by notifying the management.
2. A member of the Advisory Board can be dismissed by the Board of Directors – whether or not on the recommendation or indicated by the Advisory Board – on the grounds of neglect of his / her task, structural disagreement of views, incompatibility of interests or if his / her social or personal integrity is or threatens to be compromised.
3. Before the decision to dismiss is taken, the management shall consult with the other members of the RvA about the situation that has arisen.
4. The member concerned must be given the opportunity to be heard in the said consultation.
5. The Board of Directors can consult the other members about the decision to be dismissed.
6. The decision to dismiss will be immediately confirmed in writing to the dismissed member, with reasons. Furthermore, the board of directors may suspend a member for the reasons stated above.
7. A suspension, which is not followed by dismissal within three months of notification of the suspension to the member concerned, shall end at the end of that period.

Article 7: Time Allocation and Remuneration

1. In principle, a formal meeting takes place once a quarter between the RvA and the management, for which a half-day is reserved.
2. Depending on current developments, additional consultations or discussions take place.
3. The position is unpaid.

Article 8: Final provision

1. The management decides in cases not provided for by law, the articles of association and these internal regulations.
2. The management of 75inQ is authorized to change these regulations at any time.
3. These regulations enter into force on the date of their adoption and have been adopted by the management of 75inQ.
4. All previous versions of the Regulations Advisory Board are canceled by this latest version.