Article 1. Definitions. 1.1 In these Rules and Regulations of the Association the following words shall have the following meanings: a. a "Branch": a Branch of the Association as referred to in Article 12; b. the "Executive Committee": the body of the Association charged with the management of the Association as referred to in Article 13; c. the "General Assembly": the body of the Association consisting of Members entitled to vote; d. the "Executive Board": the body of the Association charged with its day-to-day management as referred to in Article 17; e. a "Member": a Member of the Association as referred to in Article 8, unless indicated otherwise; f. the "Scientific Committee": the Committee as referred to in Article 26; g. "in writing": by letter, by e-mail, or by a legible and reproducible message otherwise electronically sent, provided that the identity of the sender can be sufficiently established; h. the "Association": the association, the internal organisation of which is governed by these Rules and Regulations of Association. i. the “Directors”: the persons identified as Directors of Worldwide TaxNet Ltd. in the UK Company House Register
CHAPTER II. NAME, OFFICIAL SEAT AND OBJECTS. Article 2. Name.
2.1 The name of the Association, being a UK non-profit company limited by guarantee, is: "Worldwide Tax Net" or, as an abbreviation, "WTN". Article 3. Official seat and establishment. 3.1 The Association has its official seat in the municipality of Bristol, England. 3.2 The Association was established on 28 May 2020. Article 4. Objects. 4.1 The objects of the Association are the study and advancement of international, European, and comparative tax law to the benefit of its Members and general society. 4.2 The Association endeavours to achieve these objects by, among others: a. scientific research in national, international, European and comparative issues relating to public finance and tax law; b. study and promotion of harmonization in the field of international, European, and comparative tax law; c. organization of conferences, seminars, or any other event concerning the matters referred to in the preceding paragraphs; d. publishing scientific books, papers and other documents relating to the activities of the Association; e. cooperation with universities and other scientific organizations, as well as other associations with similar interests; f. all other means conducive to such purposes.
CHAPTER III. FINANCIAL YEAR
Article 5. Financial Year. 5.1 The financial year runs from the first day of January up to and including the thirty-first day of December. Article 6. Financial Resources. 6.1 The financial resources of the Association consist of: a. annual contributions and other contributions of the Members; b. donations, bequests and other forms of income.
CHAPTER IV. BODIES.
Article 7. Bodies. 7.1 The Association has the following bodies.: a. the General Assembly; b. the Executive Committee; c. the Executive Board; d. the Scientific Committee; e. the Branches and other Committees.
CHAPTER V. MEMBERS.
Article 8. Members. 8.1 The Association consists of Members. 8.2 Only the following parties may be Members of the Association: a. individuals; b. public or private entities, with or without legal personality. 8.3 Entities are obliged to appoint a natural person to represent them in all respects against the Association. 8.4 All Members are entitled to: a) publish articles on the WTN website related to national, international, European and comparative tax law (in any case the publication is subject to the final approval of the Scientific Committee); b) get discount on seminars and events organized by WTN; c) participate as national reporters on the development of tax issues within a conference program. 8.5 The following categories of Members are established: a. “Ordinary Members” consisting of Members who are willing to actively participate in the research projects or other relevant activities in the terms defined by the Scientific Committee or by the Executive Committee; b. “Supporting Members” consisting of all the Members not included in the category under letter a) above. 8.6 The Executive Committee will keep a register in which the names, contact details and addresses of all of the Members will be recorded. Article 9. Admission. 9.1 The Executive Committee will decide on the admission of Members. 9.2 The Executive Committee may draw up a regulation setting out terms for applicants for Membership must fall within. Article 10. End of the Membership. 10.1 The Membership will end: a. if the Member is: - a natural person: upon the Member's death; and - an entity: because this has ceased to exist. b. upon notice of termination being given by the Member; c. upon notice of termination being given by the Executive Committee. Such notice of termination may be given if a Member no longer meets the requirements stipulated for the Membership by a regulation of the Executive Committee, or if a Member no longer fulfils its obligations towards the Association. 10.2 Notice of termination of the Membership by the Member may be given only effective with due observance of a notice period of two weeks, without right of reimbursement of the membership fee paid for the current year (i.e. the year in which membership is terminated). Notice of termination will be given in writing to the Branch to which the Member belongs or, if the Member does not belong to a Branch, to the Secretary General. 10.3 Notice of termination of the Membership by the Association is given by the Executive Committee and may be given only effective with due observance of a notice period of two weeks. Article 11. Annual contributions. 11.1 The Members are obliged to pay an annual contribution to be determined by the General Assembly by simple majority upon a proposal by the Executive Committee.
CHAPTER VI. BRANCHES AND OTHER COMMITTEES
Article 12. Branches and other Committees. 12.1 The Association has Branches that may or may not possess legal personality. 12.2 Branches may be formed by Members having their place of residence or actual domicile in one separate jurisdiction under international tax law. 12.3 The Executive Committee may recognise a Branch whose Members are resident or established in different jurisdictions. 12.4 The Executive Committee may recognise one or more specific Committees focused on scientific areas of interest (e.g. transfer pricing, international taxation).
CHAPTER VII. EXECUTIVE COMMITTEE.
Article 13. Executive Committee. 13.1 The Executive Committee consists of: a. the President; b. the Vice-President; and c. the Secretary General; who jointly also constitute the Executive Board of the Association as referred to in Article 17; and d. a total number, to be determined jointly by the Directors, of at least two and at most ten ordinary committee members (hereinafter: the "Ordinary Executive Committee Members"). 13.2 Ordinary Executive Committee Members shall be appointed by the Directors between Ordinary Members of the Association for a period of five (5) years and may be re-appointed in succession for the same period of time. 13.3 When accepting their membership of the Executive Committee, Ordinary Executive Committee Members undertake to make available the time required for the effective fulfilment of their duties. Article 14. End of Executive Committee Membership. Suspension. 14.1 Each Ordinary Executive Committee Member may, even if he has been appointed for a specified period, at all times be removed from office by a resolution of the Executive Committee by unanimity vote. 14.2 The Executive Committee membership of the Ordinary Executive Committee Members will furthermore end: a. when the Membership of the Association ends; b. when the member retires from the Executive Committee. Article 15. Management task. 15.1 Without prejudice to the limitations imposed by these Rules and Regulations of the Association, the Executive Committee will be entrusted with the management of the Association. Article 16. Decision-making Process. 16.1 The Executive Committee shall convene at least twice a year. 16.2 Besides members of the Executive Committee, meetings of the Executive Committee may also be attended by: a. the Chair, and the vice-Chair of the Scientific Committee, having an advisory voice; b. a representative of each Branch having an advisory voice. 16.3 All resolutions of the Executive Committee shall be adopted by more than half of the votes cast.
CHAPTER VIII. EXECUTIVE BOARD.
Article 17. Executive Board. 17.1 The Executive Board consists of: a. the President; b. the Vice-President; and c. the Secretary General. 17.2 The President, the Vice-President, and the Secretary General shall be appointed by the Directors for a period of seven (5) years and may be re-appointed by the Executive Committee, any time for the same period. Article 18. Retirement and Suspension. 18.1 The President, Vice-President, Secretary General, will furthermore cease to hold office: a. when his Membership of the Association ends; b. when he retires from the Executive Committee. Article 19. Tasks of the Executive Board and the Executive Board Members. 19.1 The Executive Board will be entrusted with the day-to-day management of the Association. It shall take the decisions necessary for such purpose, draw up the agenda for the Executive Committee and submits to the Executive Committee all suggestions which it considers useful. 19.2 Within the Executive Board the tasks are assigned as follows: a. the President or the Vice-President shall preside over the General Assembly as well as over the meetings of the Executive Committee, and the Executive Board; b. the Secretary General shall be in charge of the general secretariat of the Association. He is responsible for convening sessions or meetings of all bodies except the Branches, and takes care of the implementation of their resolutions. The Secretary General furthermore handles current matters which do not require a decision of a Body of the Association and is responsible for administering the financial resources of the Association. Article 20. Decision-making Process. 20.1 Executive Board meetings shall be held as often as it deems such necessary, but at least before each meeting of the Executive Committee. 20.2 When making Executive Board resolutions, each Executive Board member may cast one vote. 20.3 All resolutions of the Executive Board shall be adopted by more than half of the votes cast. 20.4 Executive Board resolutions may at all times be adopted outside of a meeting, in writing or otherwise, provided the proposal concerned is submitted to all Executive Board members then in office and none of them objects to this manner of adopting resolutions.
CHAPTER IX. REPRESENTATION.
Article 21. Representation. 21.1 The Association shall be represented by the President or by the Vice-President. 21.2 The Executive Committee has the right to assign the power to represent the Association also to any other member of the Executive Committee by a decision with majority vote.
CHAPTER X. GENERAL ASSEMBLY.
Article 22. General Assembly. 22.1 All powers in the Association not assigned by law or by these Rules and Regulations of the Association to another Body will vest in the General Assembly. 22.2 The General Assembly will convene at least once per calendar year, during the Annual WTN congress. If, in a specific calendar year, there is no Annual WTN Congress, the Executive Board shall determine the date, the venue and the way through which the meeting of the General Assembly will be held. Article 23. Access to Meetings and Voting Rights. 23.1 All Members of the Association will have access to the meetings of the General Assembly. 23.2 Only Ordinary Members of the Association will have the right to vote at that meeting. 23.3 A person entitled to vote may grant another person entitled to vote a written proxy to cast his vote. Each Member may only represent one other Member by proxy. Article 24. Chairmanship. Minutes. 24.1 The meetings of the General Assembly will be chaired by the President or, in his absence, by the Vice-President or the Secretary General, or, in their absence, any other persons of the Executive Committee. 24.2 Minutes will be kept of the business transacted at each meeting by the person designated for that purpose by the Chair. Article 25. Decision-making Process by the General Assembly. 25.1 All resolutions of the General Assembly will be adopted by an absolute majority of the votes cast.
CHAPTER XII. COMMITTEES.
Article 26. Scientific Committee. 26.1 The Scientific Committee is composed by Members of the Association elected by the Executive Committed by majority vote and has the task of supervising the planning and implementation of the scientific work of the Association. 26.2 The Scientific Committee consist of: a. a Chair; b. if appointed: a vice-Chair; and c. a number, to be determined by the Executive Committee, of committee members. 26.3 The Chair and the vice-Chair shall be appointed by the Executive Committee. 26.4 When accepting their membership the members of the Scientific Committee shall confirm their academic credentials (e.g. PhD title or other academic experiences) and undertake to make available the time required for the effective fulfilment of their duties. 26.5 The membership of the Scientific Committee ends: a. when the Membership of the Association ends; b. when the member retires from the Scientific Committee. 26.7 The Chair and the vice-Chair shall perform their duties in close consultation. The Chair, or in his absence the vice-Chair shall report to the Executive Committee on the findings of the Committee. 26.8 The Scientific Committee shall meet at least twice a year. Once during the Annual WTN Congress, and once in the period between two such Congresses. 26.9 Besides the members of the Scientific Committee, meetings of the Scientific Committee may be attended, in an advisory capacity, by a representative of each Branch.
CHAPTER XIII. ANNUAL REPORT. RENDERING OF ACCOUNTS.
Article 27. Annual Report. Rendering of accounts. 27.1 The Executive Board is required in such a way to keep records of the financial condition of the Association and of all matters related to the activities of the Association, in accordance with the requirements arising from those activities, and to keep the related books, records and other data carriers in such a way, that the rights and obligations of the Association are all times apparent there from. 27.2 At a meeting of the General Assembly held within six months after the end of the financial year, the Executive Board shall submit an Annual Report on the course of business of the Association. It shall submit the balance sheet and the statement of income and expenditures with notes for the approval of the General Assembly.
CHAPTER XIV. AMENDMENTS TO THE RULES AND REGULATIONS OF THE ASSOCIATION AND WINDING UP.
Article 28. Amendments to the Rules and Regulations of the Association. 28.1 The Rules and Regulations of the Association may not be amended otherwise than by resolution of the Executive Committee, which has been convened while stating that an amendment to the Rules and Regulations of the Association will be proposed at that meeting. 28.2 A resolution to amend these Rules and Regulations of the Association will require unanimity of the votes cast. Article 29. Winding up. 29.1 The Association may be wound up by a resolution of the Executive Committee which has been convened while stating that the winding up of the Association will be proposed at that meeting. 29.2 A resolution to wind up the Association will require unanimity of the votes cast at a meeting at which at least two-thirds of the Members of the Executive Committee are present or represented. 29.3 After the winding up, the Association will be liquidated by the members of the Executive Board. The Executive Board may decide to appoint other persons as liquidators. 29.4 Any surplus remaining after the liquidation will be paid to the parties who were Members at the date of the resolution to wind up the Association. Each of them will receive an equal share. The surplus may, however, also be put to a different use in the resolution to wind up the Association. 29.5 After completion of the liquidation, the books, records and other data carriers of the dissolved Association shall remain in the custody of the person designated for that purpose by the liquidators, for the period prescribed by law.