Wikimedia Indonesia/Bylaws/en

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Annual Meeting Of Members Decision Establishment Bylaw Approval by Ministry of Law and Human Right Resolution Policy Regulation

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This page reflected an English translation of Wikimedia Indonesia's Bylaw revision
Notarial deed number 60 dated 30 June 2011 is a legal revision of Notarial Deed No. 5 dated 05 September 2008 as the bylaw of the organization. The founders real name and home addresses are omitted from this document, everything else reflect the actual wording from the Indonesian language version


Wikimedia-logo.svg
WIKIMEDIA
INDONESIA
ASSOCIATION BYLAWS REVISION


In this case acting:
  1. For himself.
  2. Based on the authority as set forth in the power of attorney and from the persons to be mentioned hereunder:
    17 personal data can not be showed for public


    The appearers are known to me, Notary.
    The appearers as mentioned above firstly state hereby as follows:
    1. That based on the statement of the appearers as shown in the Minutes of Meeting made and signed by the appearers dated 3rd (the third) of September, 2008 (two thousand and eight), duly sealed, the original copy of which being attached to the minutes of my deed, based on the Minutes of Meeting as mentioned the appearers have decided to establish an association named Wikimedia Indonesia Association.
    2. As a follow up of the Minutes of Meeting of Establishment of Wikimedia Indonesia Association, on 5th (the fifth) of September, 2008 (two thousand and eight), based on Deed Number 5 (hereinafter referred to as Deed of Establishment), made in the presence of me, Notary, the appearers have established the Wikimedia Indonesia Association.
    3. That the Deed of Establishment as mentioned up to now has not been approved by the authorities, among others due to the fact that the articles of association has not been in accordance with the prevailing regulations.
    4. That in order to comply with prevailing regulations, the appearers intend to amend the articles of association in accordance with prevailing regulations. Based on the facts as mentioned, the appearers now intend to amend the Deed of Establishment to become as follows:

    NAME AND DOMICILE[edit]


    Article 1


    1. This association shall be named: WIKIMEDIA INDONESIA Association, hereinafter sufficiently referred to as Association, domiciled and having its principal office in Central Jakarta Municipality and having its address at Centerflix - Boutique Office & Virtual Suites, Jalan Danau Toba Number 104, Bendungan Hilir Sub-Subdistrict, Tanah Abang Subdistrict.
    2. The Association can open branch offices or representative offices in other places, either within or outside the territories of the Republic of Indonesia based on the resolution of General Meeting of Members.

    PRINCIPLE, PURPOSE, AND OBJECTIVE[edit]

    Article 2
    1. Wikimedia Indonesia adopts PANCASILA as its principle.
    2. The purpose and objective of Wikimedia Indonesia are to engage in the social field


    ACTIVITY[edit]

    Article 3
    In order to achieve the objective as mentioned, the Association performs the activities as follows:
    To improve understanding, empowers and encourages so that the society is motivated to contribute in the efforts of gathering, development, and propagation of open-sourced knowledge materials.



    PERIOD[edit]

    Article 4
    The Association is established for an unspecified period.


    ASSETS[edit]

    Article 5
    1. The assets of the Association can be acquired from:
      1. Non-binding contributions or assistance;
      2. Donation;
      3. Grant;
      4. Bequest;
      5. Members' dues, and
      6. Other revenues that are not contrary to the Articles of Association/Bylaws of the Association and/or prevailing laws.
    2. All the assets of the Association shall be used to achieve the purpose and objective of the Association.


    MEMBERSHIP[edit]

    Article 6
    1. Membership of the Association is open to Indonesian Citizens or Foreign Citizens who have the spirit in accordance with the activity of the Association as mentioned in Article 3 of this deed.
    2. A person shall be declared as a member of the Association after the requirements have been declared as complete by the Board of Executives of the Association.
    3. A person shall be entitled to resign from the membership of the Association by notifying in writing concerning his/her intention as mentioned to the Board of Executives.
    4. The Board of Executives has the right to cancel the membership of a person with the approval of the Board of Trustees.
    5. Members of the Association have the obligation:
      1. To comply with the articles of association, the resolutions of the General Meeting of Members, the resolutions of the Board of Executives.
      2. To pay the Association dues, the amount of which shall be decided by the Board of Executives.
    6. For the purpose of the Association, the General Meeting of Members as referred to in Article 25 of this deed can be convened anytime as deemed necessary upon the request in writing from one or more members of the Board of Executives and/or Board of Trustees.
    7. Summons to the General Meeting of Members shall be made by the Board of Executives and/or Board of Trustees through the General Secretary.
    8. Summons to the General Meeting of Members shall be handed to each member personally, or through registered letters and/or electronic mail.
    9. Summons to the General Meeting of Members shall mention the date, time, place and agenda of the meeting.
    10. General Meeting of Members shall be held at a place within the territory of the Republic of Indonesia.
    11. General Meeting of Members shall be presided over by an ordinary member who is present in the meeting and elected based on mutual consent or by the majority of votes.
    12. General Meeting of Members will be lawful and entitled to adopt binding resolutions if:
      1. It is attended by at least 1/3 (one-third) of the number of Members.
      2. In case the quorum as referred to in paragraph 12 item a is not achieved, summons can be made for the second Meeting of Members.
      3. The summons as referred to in paragraph 12 item b shall be made not later than 7 (seven) days before the meeting is held, excluding the summons date and the meeting date.
      4. The second General Meeting of Members shall be held not earlier than 10 (ten) days and not later than 21 (twenty one) days from the first Management Meeting.
      5. The second General Meeting of Members shall be lawful and entitled to adopt binding resolutions if it is attended by more than 1/4 (one-fourth) of the number of Members.
      6. In case a member is unable to attend, he/she can send his/her votes, whether in favour or against, to the Board of Executives of the organization by registered mail and/or electronic mail.
      7. In the event that in the second meeting the quorum is not reached, the Board of Executives and/or Board of Trustees shall be entitled to lodge a petition to the local district court regarding the quorum of members so that the resolution of such meeting will be valid and binding.
    13. Resolutions of the General Meeting of Members shall be adopted based on mutual consent.
    14. In the event that a resolution based on mutual consent cannot be reached, the resolution shall be adopted based on the majority of votes being more than1/2 (one-half) of the votes cast by those present.
    15. In the event that the yes-votes and no-votes are equal in number, the proposal shall be rejected.
    16. Voting of individuals shall be done by closed, unsigned ballots, while voting of other matters shall be done openly, unless the Chairman of the Meeting decides otherwise with no objection from those present.
    17. Blank votes and unlawful votes shall be disregarded in deciding the number of votes cast.
    18. For every General Meeting of Members, minutes of meeting shall be made and signed by the chairman of the meeting and 1 (one) ordinary member present in the meeting and elected based on mutual consent or the majority of votes, as the secretary of the meeting.
    19. The signature as referred to in paragraph 18 will not be mandatory if the Minutes of Meeting are drawn up in the form of a Notarial deed.


    RIGHTS AND RESPONSIBILITIES OF MEMBERS[edit]

    Article 7
    1. Every adult Member based on the Civil Code (aged more than 21 years when the Members Meeting is held) shall have the right to vote, the right to elect and the right to be elected as members of the Board of Executives or the Board of Trustees based on the general rules of the Members Meeting, if any.
    2. A Member shall be entitled to receive various information concerning the development of the organization through the circulars and other publication media and the development of human resources organized by the Association.
    3. Every Member shall perform and comply with the Articles of Association/Bylaws and Ethical Code and all the regulations fixed by the Board of Executives.
    4. Every Member shall pay all the obligations fixed by the Articles of Association, the Bylaws and all provisions / regulations fixed by the Board of Executives and ratified by the Board of Trustees.
    5. Membership right cannot be transferred to any other person and in whatever manner.


    ORGANS OF THE ASSOCIATION[edit]

    Article 8
    The Association has the organs consisting of:
    1. General Meeting of Members;
    2. Board of Trustees;
    3. Board of Executives.


    BOARD OF TRUSTEES[edit]

    Article 9
    1. The Board of Trustees is an organ of the Association that has the task of supervising and providing advice to the Board of Executives in performing the activities of the Association.
    2. The Board of Trustees consists of several members of the Board of Trustees.


    Article 10
    1. Those who can be appointed as members of the Board of Trustees are individuals who are capable of taking legal action and are not declared guilty in performing supervision of the Association that harms the Association, the society or the State based on a Court decision.
    2. The Board of Trustees are appointed by the Board of Executives through a Members Meeting for a period of 3 (three) years and can be re-appointed.
    3. In case a position in the Board of Trustees is vacant, then within a period of not later than 90 (ninety) days after such vacancy arises, the Board of Trustees shall convene a meeting to fill the said vacancy.
    4. In case all the positions of the Board of Trustees are vacant, then within a period of not later than 30 (thirty) days after such vacancy arises, the Board of Trustees shall convene a General Meeting of Members to appoint the new members of the Board of Trustees.
    5. Members of the Board of Trustees are not given any salary and/or allowance by the Association.
    6. A member of the Board of Trustees is entitled to resign from his/her position with a notification in writing concerning the said intention to the Board of Trustees not later than 30 (thirty) days prior to the resignation date.
    7. A member of the Board of Trustees may not concurrently act as a member of the Board of Executives or Executor.


    Article 11
    The office of a member of the Board of Trustees shall terminate in case the concerned person:
    1. passes away;
    2. resigns;
    3. is guilty of taking a criminal action based on a court decree, which is subject to an imprisonment sentence;
    4. is dismissed based on a resolution of the General Meeting of Members;
    5. the office period expires.

    DUTIES AND POWERS OF THE BOARD OF TRUSTEES[edit]

    BOARD OF TRUSTEES[edit]

    Article 12
    1. Members of the Board of Trustees are obligated, in good faith and with full responsibility, to perform the supervisory task for the interest of the Association.
    2. The Board of Trustees has the authority:
      1. To enter the building, premises or other places used to perform the activity of the Association;
      2. To know all the actions that have been taken by the Members of the Board of Executives;
      3. To provide advice to the Board of Executives in performing the programs/projects under the patronage of the Association.

    MEETING OF THE BOARD OF TRUSTEES [edit]

    Article 13
    1. Meeting of the Board of Trustees can be convened anytime upon the written request of one or more members of the Board of Trustees and/or members of the Board of Executives and/or Members.
    2. Summons to the Meeting of the Board of Trustees shall be made by one of the Members of the Board of Trustees.
    3. Summons to the Meeting of the Board of Trustees shall be personally handed to each member of the Board of Trustees, or be sent by registered mail or electronic mail, not later than 7 (seven) days prior to the meeting is held.
    4. Such summons to the Meeting shall mention the date, time, place, and agenda of the meeting.
    5. Meeting of the Board of Trustees shall be held at the legal seat of the Association or other places within the legal territory of the Republic of Indonesia.


    Article 14
    1. Meeting of the Board of Trustees shall be presided over by the Chairman of the Board of Trustees.
    2. In case the Chairman of the Board of Trustees is absent or is not available, then the Meeting of the Board of Trustees shall be presided over by a member of the Board of Trustees elected by and from the members of the Board of Trustees who are present.
    3. Meeting of the Board of Trustees is valid and entitled to adopt binding resolutions in case:
      1. it is attended by at least ½ (one-half) of the number of the members of the Board of Trustees.
      2. if the quorum as referred to in paragraph 3 item a is not reached, then a summons to a second Meeting of the Board of Trustees can be made.
      3. the summons as referred to in paragraph 3 item b shall be made not later than 7 (seven) days prior to the meeting, excluding summons date and meeting date;
      4. the second Meeting of the Board of Trustees shall be held not earlier than 10 (ten) days and not later than 21 (twenty one) days after the first Meeting of the Board of Trustees.
      5. the second Meeting of the Board of Trustees will be lawful and entitled to adopt binding resolutions if it is attended by at least ½ (one-half) of the number of the members of the Board of Trustees.


    Article 15
    1. Resolutions of the Meeting of the Board of Trustees shall be adopted according to the principle of mutual consent.
    2. In case a resolution based on mutual consent cannot be reached, then the resolution shall be based on yes-votes being more than ½ (one-half) of the number of valid votes.
    3. In case the yes-votes and the no-votes are equal in number, the proposal shall be rejected.
    4. Voting concerning individuals shall be done by closed ballots with no signature, while voting concerning other matters shall be done openly, unless the Chairman of the Meeting decides otherwise with no objection from those present.
    5. Blank votes and invalid votes shall be disregarded in deciding the number of votes cast.
    6. Minutes of meeting shall be made for every Meeting of the Board of Trustees which shall be signed by the chairman of the meeting and 1 (one) other member of the Board of Trustees nominated by the meeting as secretary of the meeting.
    7. The signature as referred to in paragraph 6 will not be mandatory if the minutes of meeting are drawn up in the form of a Notarial deed.
    8. The Board of Trustees can also adopt valid resolutions without convening a Meeting of the Board of Trustees with the provision that all the members of the Board of Trustees have been notified in writing and more than one-half of members of the Board of Trustees give their approval on the proposal in writing including by electronic mail and/or through the website of the Association.
    9. The resolution adopted in the manner as referred to in paragraph 8 shall have equal force as those validly adopted in the Meeting of the Board of Trustees.

    BOARD OF EXECUTIVES[edit]

    Article 16
    The Board of Executives is an organ of the Association that performs the management affairs of the Association, and which shall at least consist of:
    1. one General Chairman;
    2. one General Secretary;
    3. one General Treasurer.
    Article 17
    1. Those who can be appointed as members of the Board of Executives are individuals who are capable of performing legal action and are not found guilty in performing the management of the Association that harms the Association, the society, or the State based on a court resolution and particularly for the Position of General Chairman and Deputy Chairman, they shall have Indonesian citizenship.
    2. Members of the Board of Executives are appointed by the General Meeting of Members for a period of 3 (three) years and can be reappointed.
    3. Members of the Board of Executives are appointed and fixed by the General Chairman of the Board of Executives.
    4. Members of the Board of Executives can receive salary, wage or honorarium.
    5. In case one or more position of the Board of Executives is/are vacant, then within a period of not more than 3 (three) months after the said vacancy arises, the Chairman of the Board of Executives shall designate and appoint a person to fill the vacant position.
    6. In case the position of the Chairman of the Board of Executives is vacant, then within a period of not more than 30 (thirty) days since the said vacancy arises, the Board of Trustees shall convene a Meeting of the Board of Trustees and/or General Meeting of Members to appoint the new Chairman of the Board of Executives.
    7. In case the appointment of Chairman of the Board of Executives is done through the mechanism of a Meeting of the Board of Trustees, the appointment of the Chairman of the Board of Executives shall be ratified through the mechanism of a Resolution of the Board of Trustees.
    8. Chairman of the Board of Executives appointed to replace the former Chairman of the Board of Executives shall become the ad interim General Chairman of the Board of Executives with the same period of office as the General Chairman of the Board of Executives being replaced.
    9. Chairman of the Board of Executives and Members of the Board of Executives are entitled to resign from their position, with a notification in writing concerning their intention to the Association organ not later than 30 (thirty) days before the resignation date.
    10. Chairman and Members of the Board of Executives cannot concurrently serve as Members of the Board of Trustees.


    Article 18
    The office of the Chairman and members of the Board of Executives shall terminate in case the concerned person:
    1. passes away;
    2. resigns;
    3. is guilty of taking a criminal action based on a court resolution, which is subject to an imprisonment sentence;
    4. is dismissed based on a resolution of the General Meeting of Members;
    5. his/her period of office terminates;


    Article 19
    1. The General Chairman is authorized to act for and on behalf of the Board of Executives and to represent the Association.
    2. In the event that the General Chairman is absent or is not available due to any reason, which shall not necessarily be proven in writing, then the Deputy Chairman I shall be authorized to act for and on behalf of the management and to represent the Association.
    3. The General Secretary has the task of performing the daily activities of the Association.
    4. The Treasurer has the task of arranging the financial matters of the Association under the supervision and instruction of the General Chairman.
    5. Distribution of tasks and authorities of every member of the Board of Executives shall be fixed by the Meeting of the Board of Executives and ratified by the Board of Trustees.
    6. The Chairman and Members of the Board of Executives, for certain actions, are entitled to appoint one or more representatives or proxies by means of a power of attorney.


    EXECUTORS OF ACTIVITIES[edit]

    Article 20
    1. The Board of Executives shall be entitled to appoint and to dismiss one or more Executors of Activities of the Association based on a resolution of the Meeting of the Board of Executives.
    2. Those who can be appointed as Executors of Activities of the Association are individuals who are capable of taking legal actions and have never been declared bankrupt or been criminally charged due to taking an action that harms the Association, the society, or the State based on a court decision.
    3. Executors of Activities of the Association are appointed by the Board of Executives based on a resolution of the Meeting of the Board of Executives in accordance with the time period of the said activity and can be reappointed without prejudice to the resolution of the Meeting of the Board of Executives to dismiss them anytime.
    4. Executors of Activities of the Association shall be responsible to the Board of Executives;
    5. Chairman of the Executors of Activities shall be authorized to appoint and dismiss one or more Members of the Executors of Activities.
    6. Executors of Activities of the Association can receive salary, wage, or honorarium the amount of which to be fixed according to a resolution of the Meeting of the Board of Executives.


    Article 21
    1. In the event of a legal proceeding in a Court between the Association and a member of the Board of Executives or in case there is a conflict of interest between a member of the Board of Executives and the Association, then the concerned member of the Board of Executives shall not be authorized to act for and on behalf of the Board of Executives and to represent the Association.
    2. Consequently, another member of the Board of Executives shall act for and on behalf of the Association and to represent the Association.


    PLACE AND PROCEDURE OF THE MEETING OF THE BOARD OF EXECUTIVES AND THE GENERAL MEETING OF MEMBERS [edit]

    Article 22
    1. A Meeting of the Board of Executives can be convened anytime as deemed necessary upon a written request from one or more members of the Board of Executives.
    2. Summons to the Meeting of the Board of Executives shall be made by the General Secretary.
    3. Summons to the Meeting of the Board of Executives shall be handed to each member of the Board of Executives personally, or be sent by registered mail and/or electronic mail.
    4. Summons to the Meeting of the Board of Executives shall mention the date, time, place, and agenda of the meeting.
    5. Meeting of the Board of Executives shall be held at the legal seat of the Association or at the place of activity of the Association or can be held at other places.
    Article 23
    1. Meeting of the Board of Executives shall be presided over by the Chairman of the Board of Executives.
    2. In case the Chairman is absent or is not available, then the Meeting of the Board of Executives shall be presided over by the Deputy Chairperson I, and in case the Deputy Chairman I is also absent, then the Meeting of the Board of Executives shall be presided over by the Deputy Chairman II, and in case the Deputy Chairman II is also absent due to any reason which shall not necessarily be proved to the third party, then the Meeting of the Board of Executives shall be presided over by a member of the Board of Executives elected by and from the members who are present.
    3. Meeting of the Board of Executives is valid and entitled to adopt binding resolutions in case:
      1. It is attended by at least ½ (one-half) of the number of the members of the Board of Executives.
      2. If the quorum as referred to in paragraph 3 item a is not reached, then a summons to a second Meeting of the Board of Executives can be made.
      3. The summons as referred to in paragraph 3 item b shall be made not later than 7 (seven) days prior to the meeting, excluding summons date and meeting date;
      4. The second Meeting of the Board of Executives shall be held not earlier than 7 (seven) days and not later than 14 (fourteen) days after the first Meeting of the Board of Executives.
      5. The second Meeting of the Board of Executives will be entitled to adopt binding resolutions if it is attended by more than 1/3 (one-third) of the number of the members of the Board of Executives.
    Article 24
    1. Resolutions of the Meeting of the Board of Executives shall be adopted according to mutual consent.
    2. In case a resolution based on mutual consent cannot be reached, then the resolution shall be based on yes-votes being more than ½ (one-half) of the number of votes present.
    3. In case the yes-votes and the no-votes are equal in number, the proposal shall be rejected.
    4. Voting concerning individuals shall be done by closed ballots with no signature, while voting concerning other matters shall be done openly, unless the Chairman of the Meeting decides otherwise with no objection from those present.
    5. Blank votes and invalid votes shall be disregarded in deciding the number of votes cast.
    6. Minutes of meeting shall be made for every Meeting of the Board of Executives which shall be signed by the chairman of the meeting and 1 (one) other member of the Management nominated by the meeting as the secretary of the meeting.
    7. The signature as referred to in paragraph 6 will not be mandatory if the minutes of meeting are drawn up in the form of a Notarial deed.
    8. The Board of Executives can also adopt valid resolutions without convening a Meeting of the Board of Executives, with the provision that all the members of the Board of Executives have been notified in writing and have given their approval regarding the proposal in writing, including through electronic mail or through the website of the Association.
    9. The resolution adopted in the manner as referred to in paragraph 8 shall have equal force as those validly adopted in the Meeting of the Board of Executives.

    GENERAL MEETING OF MEMBERS[edit]

    Article 25
    1. General Meeting of Members is the supreme body of the Association, which shall be convened at least once every three years.
    2. General meeting of Members shall be attended by the Members.
    3. General Meeting of Members shall discuss:
      1. Report of Responsibility of the Board of Executives concerning their period of office.
      2. Report of Responsibility of the Board of Executives concerning their period of office.
      3. Matters related to the Association.
      4. Matters related to Finance.
      5. Matters related to Work Program.
    4. Other important matters for the progress of the Association;
      1. General Meeting of Members shall be entitled:
      2. To amend/perfect the Articles of Association and Bylaws.
      3. To elect and dismiss the Board of Trustees.
      4. To withdraw and cancel the validity of previous resolutions and to establish new resolutions.
      5. General Meeting of Members shall be convened according to the procedure stipulated in Article 6 paragraphs 6 to 18 of this deed.


    FINANCIAL YEAR[edit]

    Article 26
    1. The financial year of the Association shall begin on the 1st (first) of January up to the 31st (thirty first) of December.
    2. At the end of December each year, the books of the Association shall be closed.
    3. For the first time, the books of the Association shall be closed on the 31st (thirty first) of December, 2010 (two thousand and ten).


    ANNUAL REPORT[edit]

    Article 27
    1. The Board of Executives shall prepare in writing the annual report not later than 5 (five) months after the ending of the financial year of the Association.
    2. The Annual Report shall contain at least:
      1. Report of the situation and activities of the Association during the previous financial year and the results that have been achieved.
      2. Financial report consisting of report of financial position at the end of period, report of activities, report of cash flow and notes on financial report.
    3. The Annual Report shall be signed by the General Chairman of the Board of Executives and one of the other members of the Board of Executives.
    4. Summary of the annual report of the Association shall be prepared in accordance with prevailing financial accounting standard.

    AMENDMENT TO ARTICLES OF ASSOCIATION[edit]

    Article 28
    1. An amendment of the Articles of Association can only be effected based on a resolution of the General Meeting of Members, which is attended by at least 2/3 (two-thirds) of the number of Members.
    2. Such resolution shall be adopted by mutual consent.
    3. In case a resolution based on mutual consent cannot be reached, the resolution shall be adopted by the approval of at least 2/3 (two-thirds) of the total number of Members who are present.
    4. In case the quorum as referred to in paragraph 1 is not reached, then summons to a second General Meeting of Members shall be made not earlier than 7 (seven) days and not later than 14 (fourteen) days from the date of the first General Meeting of Members.
    5. The said second Meeting of Members will be lawful, if it is attended by more than ½ (one-half) of the number of all Members.
    6. The resolution of the second General Meeting Members will be valid, if it is adopted based on the majority of yes-votes from the number of Members present.
    7. In the event that at the second meeting, the quorum is not reached, then the Board of Executives and/or Board of Trustees shall be entitled to lodge a petition to the local district court regarding the quorum of members so that the resolution of such meeting will be valid and binding.


    Article 29
    1. Amendment of the Articles of Association shall be made by means of a Notarial Deed in the Indonesian language.
    2. Amendment of the Articles of Association cannot be made when the Association is being declared bankrupt, except with the approval of the curator.


    MERGER[edit]

    Article 30
    1. Merger of the Association can be effected by merging 1 (one) association or more with another association, and will result in the merging association being dissolved. A proposal to merge the Association can be put forward by the Board of Executives to the General Meeting of Members.
    2. The merger of Association as referred to in paragraph 1 can be effected with due observance to:
      1. Incapability of the Association to perform business activities without the support of another association;
      2. The surviving Association or the merging association has similar activities; or
      3. The merging Association has never performed an action that contradicts with its Articles of Association, public order, and morality.
    3. A proposal to merge the Association can be put forward by the Board of Executives to the General Meeting of Members.
    Article 31
    1. Merger of the Association can only be effected based on a resolution of the General Meeting of Members attended by at least ¾ (three-fourths) of the number of the members and approved by at least ¾ (three-fourths) of the total number of members present.
    2. The Board of Executives of each merging Association and the surviving association shall prepare a proposal of merger plan.
    3. The proposal of merger plan as referred to in paragraph 2 shall be set forth in a merger deed plan by the Board of Executives of the merging Association and the surviving Association.
    4. The said merger deed plans shall be approved by the General Meeting of Members of the respective Associations.
    5. The plan as referred to in paragraph 4 shall be set forth in a merger deed drawn up in the presence of a notary in the Indonesian language.
    6. The Board of Executives of the Association resulting from the merger shall announce the result of merger in a daily newspaper in the Indonesian language not later than 30 (thirty) days after the merger has been finalized.
    7. In case the merger of Association is followed by an amendment to the Articles of Association that requires the approval of the Minister of Law and Human Rights, then the deed of amendment of the Articles of Association of the Association shall be forwarded to the Minister of Law and Human Rights by attaching the merger deed to acquire the approval.


    DISSOLUTION[edit]

    Article 32
    1. The Association will dissolve due to a Court decree that has acquired its legal force based on the reasons as follows:
      1. The Association has violated public order and morality.
      2. Not able to pay its debt after being declared bankrupt, or
      3. The assets of the Association are not sufficient to settle its debt after the declaration of bankruptcy has been withdrawn.
    2. The Association can be dissolved based on a resolution of the General Meeting of Members proposed by the Board of Executives that has been approved by the Board of Trustees with the provisions as follows:
      1. The dissolution of the Association can only be done based on a resolution of the General Meeting of Members attended by at least 3/4 (three-fourths) of the total number of all members.
      2. The number of valid votes is approved by at least 3/4 of votes.
    3. In case the Association is declared as dissolved as referred to in paragraph 2, the General Meeting of Members shall nominate a liquidation team with the task in accordance with prevailing regulations.


    Article 33
    1. In case the Association dissolves, the Association will not be able to perform a legal action, except to settle its assets in the liquidation process.
    2. In case the Association is in the process of liquidation, then all outgoing letters shall mention the words "in liquidation" after the Association name.
    3. In case the Association dissolves due to a court decree, then the court shall also nominate a liquidator.
    4. In case the Association dissolves due to bankruptcy, then regulations of law concerning bankruptcy shall apply.
    5. The provisions concerning nomination, appointment, temporary dismissal, permanent dismissal, authority, duties, tasks and responsibility, and supervision of the Board of Executives, shall also apply on the liquidator.
    6. The Liquidator or Curator appointed to perform the settlement of the assets of the Association which dissolves or is dissolved shall not later then 5 (five) days from the appointment date announce the dissolution of the Association and its liquidation process in a daily newspaper in the Indonesian language
    7. The Liquidator or Curator shall, within a period of not later than 30 (thirty) days from the date when the liquidation process ends, announce the result of liquidation in a daily newspaper in the Indonesian language
    8. The Liquidator or Curator shall, within a period of not later than 7 (seven) days after the date when the liquidation process ends, report the Dissolution of the Association to the Members of Board of Executives
    9. In case the post-liquidation assets are not submitted to another Association or to another legal entity as referred to in paragraph 1 and paragraph 2, such assets shall be submitted to the State and its use shall be in accordance with the purpose and objective of the dissolved Association.


    PROCEDURE OF UTILIZING POST-LIQUIDATION ASSETS[edit]

    Article 34
    1. Post-liquidation assets shall be submitted to another Association having the same purpose and objectives as those of the dissolved Association.
    2. The post-liquidation assets as referred to in paragraph 1 can be submitted to another legal entity performing the same activities as those of the dissolved Association, in case such matter is stipulated in the Law applicable on the said legal entity.
    3. In case the post-liquidation assets are not submitted to another Association or to another legal entity as referred to in paragraph 1 and paragraph 2, such assets shall be submitted to the State and its use shall be in accordance with the purpose and objective of the dissolved Association.

    CONCLUDING PROVISIONS[edit]

    Article 35
    1. Matters that are not covered or have not been covered in these Articles of Association shall be decided by the Meeting of the Board of Executives and/or General Meeting of Members.
    2. Deviating from the provision concerning the procedure of appointing the members of the Board of Executives and Board of Trustees, for the first time the following persons have been appointed as members of the Board of Executives and Board of Trustees. The appointment of the members of the Board of Executives and Board of Trustees as mentioned has been accepted by each of the concerned persons.
    -The appearers guarantee the verity of the identities and data provided for the purpose of this deed, and consequently the Notary and the witnesses are held free from all claims and/or legal action in the event of any inaccuracies of identity and data provided by the appearers. -The appearers are known to me, Notary.
    - IN WITNESS WHEREOF
    - This deed is drawn up as minutes and effected in Jakarta on the day, date and at the time as mentioned in the earlier part of this deed, being attended by:
    1. Tuan PRATIKNO
    2. Tuan SUHENDRA. Both of them employees of Notary Office, as the witnesses.
    - Immediately after being read aloud by me, Notary, to the appearers and the witnesses, this deed is then signed by the appearers, the witnesses and me, Notary.
    - Effected with one alteration namely due to one deletion with replacement
    - The minutes of this deed have been duly signed.