The Open Access Scholarly Publishing Association is a non-profit Foundation under Dutch law (Stichting) registered in The Hague, the Netherlands.

The Articles of Association below were set in 2011 and updated in 2013 and 2025, and formally state the business of the organisation, together with the rights and responsibilities of the board and members.

ARTICLES OF ASSOCIATION

Name and Seat

1. Article 1.

   1. The foundation shall bear the name: Stichting Open Access Scholarly Publishing Association (hereinafter: Stichting OASPA) and was established on the twentieth of May two thousand and eleven (20-05-2011).
   2. The foundation has its statutory seat in the municipality of The Hague.




Objectives, Means, and Assets

2. Article 2.

   Objectives.

   1. OASPA aims to support and represent interests in publishing scholarly Open Access (hereinafter: OA) journals and scholarly OA books in any occurring scholarly discipline.

   Means.

   2. OASPA seeks to achieve its objectives through, among other things:
      1. Providing a forum for the exchange of experiences and information regarding the OA availability of scholarly results;
      2. Promoting a generally accepted definition of OA publishing, “best practices,” and ethical standards in the field of scholarly OA communication;
      3. Encouraging the development of business and publication models that support the publication of OA journals and OA books;
      4. Promoting fully OA journals and fully OA books, as well as policies that ensure the viability of these journals and books;
      5. Informing scholarly researchers and the general public about the benefits of OA journals and OA books, the important role of publishers in the publishing process, and the various political and policy developments that promote OA publishing;
      6. Contributing to the development and dissemination of innovative methods of scholarly communication that fall within the definition of OA and contributing to related activities that demonstrate the possibilities OA offers to the scholarly world;
      7. Furthermore, all other matters that are directly or indirectly related to or beneficial for achieving the aforementioned objectives, interpreted as broadly as possible.
      8. Any other lawful means.
   3. OASPA does not aim to make a profit with the totality of its activities, which are aimed at achieving or promoting its objectives.

   Assets.

   4. The assets of OASPA may consist of:
      1. Contributions from individuals or organisations that support the foundation’s objectives;
      2. Contributions from participants;
      3. Income from OASPA’s activities;
      4. Grants, gifts, and donations;
      5. Inheritances and legacies;
      6. Proceeds from OASPA’s activities;
      7. All other gains and benefits.
   5. Inheritances shall only be accepted by OASPA under the privilege of estate inventory.
   6. OASPA shall not hold more assets than reasonably necessary for the continuity of its planned activities in pursuit of its objectives
   7. Assets required for the continuity of the planned activities, as referred to in Article 2.6, shall include, but are not limited to:
      1. Assets or components thereof that have been acquired by OASPA through a will or donation, and which, based on the conditions attached to that will or donation, must be maintained, whether in real terms or otherwise;
      2. Assets that must be maintained insofar as their preservation arises from OASPA’s objectives;
      3. Assets and funds reserved for the planned acquisition of assets, insofar as OASPA reasonably requires those assets to achieve its objectives.




Organisation

3. Article 3.

   1. OASPA is governed by a board consisting of executive and non-executive board members as defined in Article 2:291a of the Dutch Civil Code.
   2. OASPA has the following bodies:
      1. The board, as described in Article 4;
      2. The council of participants, as described in Article 14.
   3. The bodies of OASPA do not possess legal personality.

   
   

   Board: Composition, Appointment, and Resignation

4. Article 4.

   1. The board of OASPA shall consist of a number of members to be determined by the board, with a minimum of seven and a maximum of thirteen members. At least half of the board members, rounded up in the case of an odd number, must be individuals employed by participants who derive at least fifty percent (50%) of their income from activities related to the publication of fully Open Access journals and fully Open Access books.
   2. The board shall consist of:
      1. Executive board members, being one or a maximum of two individuals employed by OASPA;
      2. At least five non-executive board members.
   3. The board shall annually appoint three officers from among the non-executive board members: a chair, a secretary, and a treasurer. Upon the expiration of the one-year term for which the chair, secretary, and treasurer were appointed, they shall be immediately eligible for reappointment.
   4. The board shall establish a profile for the size and composition of the board, taking into account the nature and purpose of OASPA, its activities, and the desired expertise and background of the board members. The profile shall be included in OASPA’s annual report. The profile shall be periodically evaluated by the board, but at least whenever a vacancy needs to be filled.
   5. Nominations for the appointment of:
      1. Executive board members shall be submitted to the full board for approval by the chair, secretary, and treasurer;
      2. Non-executive board members shall be submitted to the full board for approval by the council of participants, in accordance with the board profile described in Article 4.4.
   6. Board members shall be appointed and dismissed by the board.
   7. A board member may be suspended by a resolution of the board. Such a resolution may only be adopted in a meeting where at least two-thirds (2/3) of the current board members are present or represented. A suspension not followed by dismissal within three months shall lapse after that period.
   8. A board member shall be appointed for a maximum term of three (3) years. The board shall establish a rotation schedule. A board member retiring in accordance with the rotation schedule shall be immediately eligible for reappointment. A board member appointed to fill a vacancy shall take the place of their predecessor in the rotation schedule.
   9. If a board member resigns during their term, a successor shall be appointed for the remaining term of the predecessor.
   10. A vacancy shall be filled as soon as possible in accordance with the provisions of this article.
   11. In the event of the absence or inability to act of one or more board members, the remaining board members shall be responsible for managing OASPA. In the event of the absence or inability to act of all board members, the management of OASPA shall temporarily rest with one or more persons appointed by the council of participants. These persons shall be considered equivalent to board members for the purpose of fulfilling this role. If no persons are appointed by the board or the council of participants, the court may appoint one or more board members.
   12. Non-executive board members shall not receive remuneration for their work but shall be entitled to reimbursement of expenses incurred in the performance of their duties, provided such expenses are approved by the board and included in the budget for that year.
   13. The non-executive board members shall determine the remuneration for the executive board members employed by OASPA and decide on the duration of their contracts, their legal status, and other employment conditions.
   14. When determining remuneration, the non-executive board shall take into account:
       1. The financial position of OASPA;
       2. The general remuneration structure within OASPA;
       3. Relevant market-based remuneration for comparable positions;
       4. Other relevant circumstances and advice.

   
   

   Board: Duties and Powers

5. Article 5.

   1. The board is responsible for managing OASPA. In fulfilling their duties, board members shall act in the interest of OASPA and its affiliated organisations.
   2. Each board member is obliged to properly fulfil their duties. The duties of a board member include all management tasks not assigned to one or more other board members by law or these articles of association. Each board member is responsible for the general course of affairs. A board member is collectively liable for improper management unless they cannot be seriously blamed and have not been negligent in taking measures to avert the consequences of improper management.
   3. The duties and powers of the board shall be further elaborated in board regulations.
   4. The board is not authorised to enter into agreements for the acquisition, disposal, or encumbrance of registered property, or to enter into agreements whereby OASPA acts as guarantor or joint debtor, commits itself to a third party, or provides security for a debt of another, unless such agreements are approved by a resolution adopted by a three-fourths (3/4) majority of the votes cast in a meeting where all current board members are present or represented.
   5. If the required number of board members is not present or represented at a meeting as referred to in the previous paragraph, a second meeting shall be held no earlier than one (1) week and no later than four (4) weeks after the first meeting. In this second meeting, the relevant matter may be decided upon by a three-fourths (3/4) majority of the votes cast, provided at least half of the current board members are present or represented.
   6. Board members shall disclose their ancillary positions, including but not limited to board positions, supervisory positions, and advisory roles. If and insofar as this is the case, a board member must report any business relationships between OASPA and another legal entity or enterprise in which the board member is directly or indirectly personally involved. The relevant board member must also refrain from participating in deliberations and decision-making regarding this legal entity or enterprise. In such cases, the presence of the relevant board member shall not count towards the quorum required for decision-making.
   7. The board shall adopt an operational plan specifying the decision-making process and internal procedures of the board, including the allocation of specific responsibilities to individual board members.
   8. The board shall prepare and periodically review a risk management and control system plan in accordance with OASPA’s objectives. This plan shall include at least the application of the “four-eyes principle” for financial transactions.
   9. The expenditure of funds must align with the approved budget. Any expenditure deviating from the budget must be authorised by a specific board resolution.
   10. The board must implement a procedure that allows stakeholders to submit complaints, as well as policies on integrity and fraud prevention.
   11. The board is responsible for maintaining the integrity and ethical standards as set out in the integrity policy. The board must establish a procedure for ensuring compliance with these standards and for addressing any violations.
   12. The board shall maintain a register containing the names, addresses and dates of birth as well as (if possible) a telephone number and personal e-mail address of the board members and other persons involved with OASPA, all in a manner to be specified by the board. Only those data necessary to realise the purpose of OASPA shall be kept in the register.




Board Meetings: Convening and Location

6. Article 6.

   1. Meetings of the board shall be held as often as the chair or at least two other board members convene a meeting, but at least twice a year.
   2. Board meetings shall be convened by a board member.
   3. The notice of the meeting shall be in writing and issued no later than the eighth day before the date of the meeting.
   4. The notice shall include the subjects to be discussed.
   5. Board meetings shall be held at a location determined by the person convening the meeting.
   6. Board meetings may also be held by means of teleconferencing, video conferencing, or other communication methods, provided all participating board members can communicate with each other simultaneously. Participation in such a meeting shall be considered equivalent to being physically present at the meeting.




Board Meetings: Attendance

7. Article 7.

   1. Board meetings may be attended by board members and those admitted by the board members present at the meeting.
   2. Board members may be represented at the meeting by another board member holding a written proxy. A board member may represent no more than one other board member at the meeting.
   3. Each board member is entitled to attend board meetings and exercise their voting rights through an electronic means of communication, provided the board member:
      1. can be identified;
      2. can follow the proceedings of the relevant board meeting;
      3. can participate in the deliberations;
      4. can exercise their voting rights via the electronic means of
         communication.
   4. If permitted by law, a board meeting and the joint meeting of the board and the council of participants referred to in Article 14.4 may be held entirely electronically.




Board Meetings: Chair and Minutes

8. Article 8.

   1. Board meetings shall be chaired by the chair of the board. In their absence, the meeting shall appoint its own chair.
   2. The chair of the meeting shall appoint a note-taker to take minutes of the meeting.
   3. Minutes of the meeting shall be kept by the appointed note-taker. The minutes shall be approved by the board.




Board Meetings: Decision-Making

9. Article 9.

   1. The board may only make decisions in a meeting if the majority of the current board members are present or represented.
   2. A board member may be represented at a meeting by another board member holding a written proxy, subject to the approval of the chair of the meeting. A board member may act as a proxy for only one other board member.
   3. Each board member has the right to cast one vote. Unless a larger majority is required by these articles of association, board decisions shall be made by an absolute majority of valid votes cast.
   4. If the required number of board members is not present or represented at a meeting, a second meeting shall be convened, to be held no earlier than two weeks and no later than four weeks after the first meeting. In this second meeting, valid decisions may be made on the proposal discussed in the first meeting, regardless of the number of board members present or represented.
   5. Blank votes and invalid votes shall not be counted as votes cast.
   6. All voting at the meeting shall be conducted orally unless the chair deems a written vote or an anonymous vote desirable, or if one of the voting members requests this before the vote.
   7. The chair’s declaration of the outcome of a vote shall be decisive. The same applies to the content of an adopted resolution, insofar as a vote was taken on a proposal not recorded in writing.
   8. If the legal or statutory requirements for convening and holding board meetings are not met, the board may only make valid decisions if all board members are present or represented and agree to the decision-making process.
   9. Board decisions may also be made outside of a meeting, provided all board members agree in writing to this method of decision-making. Votes shall be cast in writing.
   10. A board member shall not participate in deliberations or decision-making if they have a direct or indirect personal interest that conflicts with the interests of OASPA and its affiliated organisations. If, due to conflicts of interest, no decision can be made, the decision shall be made by the board with the considerations underlying the decision recorded in writing.




Representation

10. Article 10.

    1. OASPA shall be represented by the board or by two jointly acting board members.
    2. The board may grant limited or general powers of attorney to any board member, insofar as it pertains to the performance of their duties
    3. The limitation of the board’s authority in Article 5.4 also applies to the authority to represent OASPA.
    4. The limitation mentioned in the previous paragraph may only be invoked by OASPA.
    5. The board may grant powers of attorney to one or more board members, as well as to third parties, to represent OASPA within the limits of that power of attorney. The board may appoint officers with general or limited authority to represent OASPA. Each of these officers shall represent OASPA within the scope of their authority. The titles of these officers shall be determined by the board. These officers may be registered in the trade register, with a description of the scope of their authority.
    6. If close family or similar relationships exist within the board, the other board members shall ensure that representation and actions with significant financial consequences involve another board member.




Termination of Board Membership

11. Article 11.

    1. Board membership shall terminate:
       1. Upon the death of a board member;
       2. Upon the voluntary resignation of the board member;
       3. Upon resignation in accordance with the rotation schedule referred to in Article 4.8;
       4. Upon dismissal by the board;
       5. Upon dismissal by the court pursuant to Article 2:298 of the Dutch Civil Code;
       6. If the board member is declared bankrupt, applies for a moratorium on payments, or requests the application of the debt restructuring scheme as referred to in the Bankruptcy Act, or a similar statutory arrangement under foreign law applicable to the board member;
       7. If the board member is placed under guardianship or if a court decision establishes a protective regime over one or more of their assets due to physical or mental incapacity;
       8. If the board member is subject to a civil law disqualification order as referred to in the Bankruptcy Act;
       9. If the board member was appointed as a representative of a participant in the council of participants and the participant ceases to be a member of OASPA.
    2. If a board member is dismissed by a resolution of the other board members, the resolution requires a majority of at least three-fourths (3/4) of the votes cast by the remaining board members. The board member concerned shall be given the opportunity to be heard regarding the proposed resolution.
    3. A board member dismissed by the court cannot serve as a board member or supervisory director of a foundation for the period prescribed by law.




Financial Year, Annual Accounts, and Budget

12. Article 12.

    1. The financial year of OASPA shall coincide with the calendar year.
    2. The board is required to maintain records of OASPA’s financial position and all matters relating to its activities in such a way that its rights and obligations can be known at any time.
    3. Within six (6) months after the end of the financial year, unless this period is extended by a maximum of four months by the board due to special circumstances, the board shall prepare the annual report (comprising the management report and the annual accounts). The annual accounts shall include a balance sheet, a statement of income and expenditure, and explanatory notes. These documents are collectively referred to as the “annual accounts.”
    4. The Board shall have the balance sheet and the statement of income and expenditure examined by a chartered accountant, accountant administration consultant or another expert within the meaning of Article 2:393 of the Dutch Civil Code appointed by the Board. This expert shall report on this examination to the Board and shall set out the result of this examination in a statement regarding the faithfulness of the documents referred to in the previous paragraph. The report shall be notified to the managing board.
    5. The annual accounts referred to in the previous paragraph shall be adopted by the board and signed by all board members as evidence thereof. The resolution to adopt the annual accounts must be passed by a majority of at least three-fourths (3/4) of the votes cast in a meeting where all board members are present or represented. If a signature is missing, the reason for this shall be stated on the relevant document. The board may also commission an auditor’s report on the annual accounts. The provisions of Article 9.4 shall apply mutatis mutandis to this decision-making process.
    6. Following the adoption of the annual accounts, the board shall immediately decide on the discharge of the board members, except for matters not evident from the records.
    7. The board is required to retain the books, records, and other data carriers referred to in Articles 12.2 and 12.3 for a period of seven (7) years. Data stored on a data carrier, except for the balance sheet and statement of income and expenditure prepared on paper, may be transferred to another data carrier, provided the transfer is made with an accurate and complete representation of the data and the data remains accessible and readable for the entire retention period.
    8. If required as a condition for granting subsidies, the annual accounts shall also be sent to the subsidising organisation or institution for their information.
    9. Annually, preferably before the end of the current financial year but no later than one (1) month after the start of the new financial year, the board shall adopt an annual plan and budget for the new financial year.




Working Groups and Committees

13. Article 13.

    1. The board may decide to establish or dissolve working groups and permanent or temporary committees. When establishing a working group or committee, the board shall define the tasks for which the group or committee is established.
    2. Working groups and committees established by the board may include both third parties and board members. Participants may also be appointed to working groups. The board shall appoint and dismiss the members of the working groups and committees it establishes and determine the number of members for each group or committee.
    3. All matters concerning working groups and committees shall be governed by regulations.




Council of Participants

14. Article 14.

    1. OASPA has a council of participants, which serves as a consultative and advisory body. Participants are natural persons and legal entities who have applied to be admitted as participants of OASPA and have been accepted as such.
    2. The board shall establish regulations that, among other things, set out the conditions under which a natural person or legal entity may be admitted as a participant of OASPA.
    3. A legal entity participant shall be represented in relation to the rights and obligations associated with being a participant by a delegate appointed by that legal entity. This delegate may not simultaneously serve as a board member of OASPA. Preferably, the delegate should be a board member of the legal entity participant.
    4. At least once per financial year, and as often as deemed necessary by the board or at least ten participants, a joint meeting of the board and the council of participants shall be held. The provisions of Articles 6.6 and 18.5 shall apply mutatis mutandis to this joint meeting.
    5. During the meeting, the board shall report to the council of participants on the progress of achieving OASPA’s objectives and the methods used to pursue these objectives.
    6. The council of participants is tasked with advising the board, both upon request and on its own initiative, and serving as a sounding board. Advice from the council of participants is not binding. Participants do not have voting rights in the joint meeting.
    7. A participant ceases to be a participant:
       1. Upon their death or, in the case of a legal entity, upon its dissolution;
       2. If they no longer meet the requirements for being a participant as set out in the regulations referred to in Article 14.2;
       3. If they are declared bankrupt, apply for a moratorium on payments, or request the application of the debt restructuring scheme as referred to in the Bankruptcy Act, or a similar statutory arrangement under foreign law applicable to the participant;/li>
       4. If they are placed under guardianship or otherwise lose the free management of their assets;
       5. Upon resignation by the participant;
       6. Upon termination by the board.
    8. Termination as referred to in subparagraphs e) and f) may only take effect at the end of the financial year, with a notice period of two months. However, a participant or the board may terminate immediately if it is unreasonable to expect the participant or the board to continue the participant’s membership of OASPA. A participant may also terminate immediately within one month after becoming aware of or being informed of a decision that increases the financial obligations of participants; in such a case, the decision shall not apply to the participant. A decision as referred to in subparagraph f) may only be made with a qualified majority of votes cast in a meeting where at least two-thirds of all board members are present or represented.
    9. Each participant is obliged to pay a contribution to OASPA, the amount of which shall be determined annually by the board. The board may classify participants into different categories for the purpose of contributions, with different amounts set for each category.
    10. If a participant ceases to be a participant during the year, they shall remain liable for the full contribution determined for that year.
    11. The board shall maintain a register containing the names and addresses of all participants, as well as the category to which they have been assigned for the purpose of contributions. Each participant is required to provide the board with their address in writing. If an electronic address is also provided for inclusion in the register of participants, this shall constitute consent to receive all notifications, communications, and meeting invitations electronically.
    12. In the event of the absence or inability to act of all board members, two persons shall be appointed by the council of participants. These persons shall be considered equivalent to board members for the purpose of fulfilling this role.




Regulations

15. Article 15.

    1. The board is authorised to adopt one or more regulations to govern matters not covered by these articles of association.
    2. A regulation may not conflict with the law or these articles of association.
    3. The board may amend or revoke a regulation at any time.
    4. Resolutions to adopt, amend, or revoke a regulation require a majority of at least two-thirds (2/3) of the votes cast.




Amendment of Articles of Association, Merger, Division, and Conversion

16. Article 16.

    1. The board is authorised to amend these articles of association. A resolution to do so, as well as a resolution to merge, divide, or convert, must be adopted by a majority of at least three-fourths (3/4) of the votes cast in a meeting where all board members are present or represented, and no vacancies exist on the board.
    2. If the required number of board members is not present or represented at a meeting as referred to in Article 16.1, a second meeting may be convened no earlier than two (2) weeks and no later than four (4) weeks after the first meeting. In this second meeting, a resolution on the same subject may be adopted by a majority of at least three-fourths (3/4) of the votes cast, provided that at least half of the board members referred to in Article 16.1 are present or represented.
    3. Amendments to the articles of association, mergers, divisions, and conversions must be executed by notarial deed, failing which they shall be null and void. Any board member is authorised to sign the deed.
    4. The board is required to file an authentic copy of the deed of amendment, merger, division, or conversion, as well as the updated text of the articles of association if necessary, with the trade register.




Dissolution and Liquidation

17. Article 17.

    1. The board is authorised to dissolve OASPA. The resolution to dissolve OASPA must comply with the provisions of Articles 16.1 and 16.2.
    2. After its dissolution, OASPA shall continue to exist insofar as necessary for the liquidation of its assets.
    3. The liquidation shall be carried out by the board unless the board appoints one or more liquidators.
    4. The liquidators shall ensure that the dissolution of OASPA is registered in the trade register.
    5. During the liquidation process, the provisions of these articles of association and any applicable regulations shall remain in force.
    6. Any remaining positive balance of OASPA shall, as far as possible, be allocated in accordance with OASPA’s objectives, as determined by the board.
    7. After the liquidation has been completed, the books, records, and other data carriers of OASPA shall be retained for a period of seven (7) years by a custodian appointed by the board.




Final Provisions

18. Article 18.

    1. All official announcements of OASPA shall be published on OASPA’s website or in another manner determined by the board.
    2. In these articles of association, the term “in writing” shall include any communication transmitted via commonly used communication channels, provided it is documented in writing.
    3. The terms “notice,” “convening,” “written statement,” “communication,” or “notification” shall also include messages sent by email to the email address provided by the participant for this purpose, provided the participant has explicitly consented to receive such messages in this manner.
    4. The publication of specific documents or information to participants, such as financial reports, meeting documents, resolutions, or policy plans, may also take place by making this information accessible on OASPA’s website, which is reachable via electronic means of communication.
    5. The term “meeting” or “assembly” shall include a gathering of multiple persons who communicate with each other, including participation via telephone or electronic communication methods, provided the identity of the non-physically present participants can be sufficiently verified, and this is approved by the acting chair and recorded in the minutes or report of the meeting. Voting members may exercise their voting rights via the aforementioned electronic communication method, provided they can directly follow the proceedings of the meeting and participate in the deliberations.
    6. The term “qualified majority” shall mean a majority of at least two-thirds (2/3) of the votes validly cast in a meeting where at least two-thirds (2/3) of the current voting members of the relevant body are present or represented.
    7. In all cases not provided for by law, these articles of association, or further regulations, the board shall decide.



END OF ARTICLES OF ASSOCIATION