LW/EV 9299.01 CREATION OF FOUNDATION FOR PUBLIC CODE ASSOCIATION (5)
ARTICLES OF ASSOCIATION: FOUNDATION FOR PUBLIC CODE VERENIGING
This is an unofficial translation of the original Dutch version of the Foundation for Public Code’s articles of association.
On the 3rd of June 2019 appears before me, Mr Lourens Wouter de Waard, civil-law notary with registered office in Amsterdam:
Master Ellen Tine Vermeulen, attorney at law, working at the offices of the private limited liability company: Arcagna B.V., with registered office in Amsterdam and address: 1071 DJ Amsterdam, Museumplein 5 E&F, born in Ede on 22 August 1972, acting on this occasion as the authorised representative in writing of:
- Boris Hendrik van Hoytema, PERSONAL DATA REMOVED (the “founder 1”);
- Arnout Diederik Schuijff, PERSONAL DATA REMOVED (the “founder 2”);
- Benjamin Cerveny, PERSONAL DATA REMOVED (the “founder 3”); and
- Pieter Willem van der Does, PERSONAL DATA REMOVED (the “founder 4”).
Founder 1, founder 2, founder 3 and founder 4, hereinafter jointly referred to as “the founders”.
The person appearing (comparante), acting as described, declares that the founders establish an association with full legal capacity, which is governed by the following:
Article 1: Definitions
1.1. In these articles of association, the following terms are used as defined below:
- a. “current policy plan’ means the current policy plan of the association as referred to in article 28.
- b. “general assembly”: the body of the association formed by the members or a meeting of the members (or their representatives) and other persons with meeting rights.
- c. “board of directors” means the board of directors of the association.
- d. “director” means a director of the association.
- e. “membership dues”: the dues owed by a member to the association on the basis of article 7.
- f. “founders” means the founders of the association who became the first members of the association when the association was founded.
- g. “member “ means a member of the association, being a founder or a public member.
- h. “public code”: public code is software and policy with a public purpose, more specifically transparent, open source and jointly developed.
- i. “public member” means a public organization that is a member.
- j. “public organization”: a public entity as referred to in article 2:1(1) of the Dutch Civil Code or a comparable entity under foreign law, as well as a legal person or other entity in which one or more public entities under Dutch or foreign law hold all shares or depositary receipts for shares, membership rights, participations or other securities.
- k. “advisory board” means the advisory board of the association as referred to in article 23.
- l. “written” means by letter, fax, email or message sent by any other common means of communication and which can be received in writing.
- m. “association” means the association whose internal organization is governed by these bylaws.
1.2. Terms defined in singular have the same meaning if used in plural and vice versa.
1.3. Any references to ‘articles’ are references to articles of these bylaws unless expressly stated otherwise.
1.4. References to male persons such as ‘he’, ‘him’ or ‘his’ should also be read as references to female persons.
Article 2: Name, location and duration
2.1. The association is named the Foundation for Public Code Vereniging and is based in the municipality of Amsterdam.
2.2. The association has been entered into for an indefinite period of time.
Article 3: Purpose and methodology
3.1. The goal of the association is to support collective development and maintenance of public code in order to reduce risk, increase quality, reduce cost and increase sustainability.
3.2. The association seeks to achieve its goal by carrying out the following activities:
- a. the provision of services that can increase the sustainability, quality and re-use of public code;
- b. facilitating and encouraging the sharing of existing public code between public members and other public organizations;
- c. carrying out research for the (further) development of public code;
- d. drawing attention to problems ascertained and giving advice with regard to the public code they use;
- e. and everything related to or conducive to the above, all in the broadest sense.
3.3. The association aims to be regarded as a public benefit organization as referred to in article 5b of the General Tax Act or any successor legislation.
3.4. The association expressly does not have the purpose of making a profit.
Article 4: Members
4.1. The association has two types of members:
- a. founders; and
- b. public members.
4.2. With the exception of the founders, only public organizations can be members of the association.
Article 5: Joining as a member
5.1. A public organization wishing to become a member submits a request to the board of directors.
5.2. The board of directors decides on the admission as soon as possible and informs the relevant public organization of its decision without delay.
5.3. Joining of a new member shall be laid down in a membership contract to be drawn up by the board of directors.
5.4. The board of directors keeps a membership register in which the names and contact details of the members are entered, as well as the details of the membership dues agreed with the members, and the membership dues actually paid by the members and received by the association. The board of directors shall make the membership register available for inspection by members at the offices of the association.
Article 6: Membership not transferable; end of membership
6.1. Membership is not transferable.
6.2. The membership ends:
- a. in the case of a founder:
- i. by the founder’s death;
- ii. by the founder’s resignation;
- iii. by the founder being placed under guardianship; or
- iv. by expulsion as referred to in article 2:35 of the Dutch Civil Code.
- b. in the case of a public member:
- i. by the dissolution of the public organization, which is also understood to mean discontinuation as a result of a merger or division of the public organization;
- ii. by notice of cancellation by the public organization, subject to the provisions of 6.3;
- iii. by cancellation by the association with due observance of the provisions of 6.4; or
- iv. by expulsion as referred to in article 2:35 of the Dutch Civil Code.
6.3. Notice of cancellation by a public member must be given in writing by the end of the calendar year, with due observance of a notice period of at least six (6) months.
6.4. Notice of cancellation by the association must be given in writing to the public member concerned. The association does not have to observe any time limit. Cancellation by the association can only take place if:
- a. a public member, after having been sent a reminder, has defaulted on their membership dues for three months;
- b. the public member no longer qualifies as a public organization;
- c. the board of directors and/or the general assembly have shown that the member in question uses the association’s resources (such as software and policy) in a manner that is contrary to public order and/or decency.
Article 7: Membership dues
7.1. Founders do not owe any membership dues.
7.2. Every public member has to pay annual membership dues.
The annual membership dues payable by a public member for a given financial year of the association shall be agreed between the board of directors and that public member no later than 1 December in the financial year preceding the financial year to which the membership dues relate. The board of directors and a public member can also agree on the membership dues for several financial years.
7.3. The membership dues for the financial year in which a public member becomes a member shall be laid down in the membership contract as referred to in article 5, paragraph 3. The membership dues for the first financial year are due immediately upon joining.
7.4. Subject to the provisions of the last sentence of article 7, paragraph 3, the annual membership dues shall be due no later than 1 January of the financial year of the association to which the membership dues relate.
7.5. The association and a member may agree that the membership dues will be paid in kind, for example by means of in-kind contributions. The valuation of these in-kind contributions will take place in mutual consultation between the board of directors and the relevant member prior to the financial year to which the membership dues relate. The agreed upon value of the in-kind contribution counts as fully paid membership dues for that financial year in determining that member’s number of general assembly votes, as set out in article 12.4.
7.6. If the membership ends during the financial year, the annual membership dues for that year remain payable in full.
7.7. The board of directors keeps an overview of the agreed and actually received membership dues in the association’s membership register.
Article 8: Organization
The association has the following bodies: the general assembly, the board of directors and the advisory board.
Article 9: General assembly
All powers within the association lie with the general assembly, except those assigned to other bodies either by law or by these bylaws.
Article 10: Convening of the general assembly, meeting location
10.1. The general assembly meets at least once a year, within six (6) months of the end of the financial year, and additionally as often as deemed necessary by the board of directors.
10.2. The board of directors is obliged to convene the general assembly if (a) member(s) with combined voting rights of at least one-tenth (1/10th) of the total votes request this in writing, stating the subjects to be discussed.
If the board of directors does not comply with a request from the member or members referred to above within fourteen (14) days, so that the meeting is held within four (4) weeks of the request, the requesters are authorised to convene the meeting themselves with due observance of the provisions of these articles of association. The requesters may then entrust persons other than the board of directors with managing the meeting and preparing the minutes.
10.3. The general assembly must be convened with at least three (3) weeks’ notice. The board of directors convenes the meeting in writing, stating the location, time and subjects to be discussed.
10.4. Meetings of the general assembly are held in a location designated by the board of directors. This location can be either in the Netherlands or abroad.
Article 11: Access to the general assembly
11.1. Each member has access to general assembly meetings, at which every public member who wishes to participate in the meeting must appoint a member of their governing body, their secretary, their registrar or other official working for them as the representative who will represent the public member at the meeting.
At the start of the meeting, each representative of a public member shall submit (in a manner to be determined by the board of directors) a written statement indicating their power of attorney to represent the public member.
11.2. In addition to the members, the meeting can also be accessed by directors, advisory board members and anyone admitted by the chairman of the meeting. They may also speak in the meeting.
11.3. Members may also participate in the deliberations of the general assembly through electronic communication channels. The board of directors may impose conditions on the use of electronic communication channels. These conditions may relate to participation in the deliberations and voting. The board of directors will announce any conditions in the notice convening the meeting.
11.4. The chairman of the board of directors also acts as such at general assembly meetings. If the chairman of the board of directors is not present, the meeting shall appoint its own chairman.
11.5. Minutes of the meeting proceedings shall be kept by the secretary of the board of directors or, if the secretary is not present, by a person designated for that purpose by the chairman. These minutes shall be adopted at the same or at the next meeting and, as proof thereof, shall be signed by the chairman and the secretary of that meeting.
Article 12: Decision making and voting
12.1. All resolutions shall be passed by a simple majority of the votes cast, except those for which another majority or other quorum is required by law or by these articles of association.
12.2. A member may grant another member or a director a written proxy to cast their vote(s). A member may act as a proxy for no more than one (1) other member.
12.3. Each founder has one (1) vote in the general assembly.
12.4. The number of votes that a public member has in the general assembly depends on the membership dues that they actually paid to the association in the financial year in which they exercise their voting rights in the general assembly (the “annual membership dues paid”). This number of votes is calculated by raising the amount of the annual membership dues paid to the power of seven tenths and dividing the result by one thousand (the annual membership dues paid^0.7/1,000), whereby the result of this formula is rounded up to the nearest whole number.
The annual membership dues paid, as shown in the membership register updated up to and including five working days prior to the meeting at which the voting right is exercised, are decisive for determining the number of votes a public member has in the general assembly, with the proviso that membership dues which, contrary to the provisions of article 7.4, have not been paid before 1 January of the financial year in question will not be taken into account for determining the annual membership dues paid. The membership dues actually paid by a public member who joined during the financial year in question in accordance with the provisions of article 7.5, shall be fully taken into account in determining the annual membership dues paid.
Each director has a consultative vote at the general assembly.
12.5. In the event of a tied vote, the proposal shall be rejected.
If the votes are tied when electing a person, then lots shall be drawn. If no one gets an absolute majority in an election between more than two (2) persons, the vote shall be rerun between the two (2) persons who received the largest number of votes.
12.6. The ruling expressed by the chairman at the meeting on the result of a vote is decisive. The same applies to the content of a decision taken when a vote was taken on a proposal that was not recorded in writing. However, if the correctness of the chairman’s ruling is disputed immediately after it has been pronounced, a new vote will be taken if the majority of the meeting desires it. The legal consequences of the original vote lapse as a result of this new vote.
12.7. Members may exercise their voting rights by electronic communication channels, provided that the member or their representative can be identified on the electronic communication channel, can follow the meetings proceedings in real time and can exercise their voting rights.
12.8. A unanimous written decision of everyone entitled to vote at the meeting, even without a meeting taking place, has the same force as a general assembly resolution, provided it takes place with the prior knowledge of the board of directors.
Article 13: Board of directors
13.1. The board is responsible for the management of the association.
13.2. Each director is obliged by the association to properly perform their duties. Each director is responsible for the general affairs of the association.
13.3. With due observance of the current policy plan, the board is authorised to decide to enter into agreements to acquire, dispose of and encumber registered property and to enter into agreements whereby the association undertakes to act as guarantor or enter into a debt jointly and severally, to act on behalf of a third party or to provide security for the debt of a third party.
13.4. In all cases where the association has a conflict of interest with one or more directors, the general assembly may appoint one or more persons to represent the association. A director is obliged to inform the general assembly and his fellow directors of a conflict of interest.
Article 14: Composition and appointment
14.1 The board of directors consists of at least three (3) directors.
14.2. Only natural persons can be directors. Non-members may also be appointed as directors. A director cannot be a member of the advisory board.
14.3. With the exception of the first directors, who are appointed by deed of incorporation, the directors are appointed by the general assembly.
When appointing a director, the general assembly may attach conditions to the person and capacity of the director concerned and in particular to the functions that he can perform in addition to his directorship of the association.
14.4. Directors are appointed for a period of four (4) years, unless otherwise decided upon at the time of appointment. A retiring director may be reappointed at any time.
14.5. An incomplete board of directors retains its powers. However, vacancies will be filled as soon as possible.
14.6. Directors do not receive any remuneration for their policy-setting work. The general assembly determines the remuneration for the operational activities of the members of the board of directors, as well as any travel and accommodation allowance (vacatiegeld). The Decree of 21 January 2009 laying down rules with regard to the amount of the remuneration for advisory boards and committees, or any successor legislation serves in principle as a guideline for the determination of the fees. Reasonable expenses incurred by a director in the performance of his duties shall be reimbursed once sufficient evidence is provided.
Article 15: Suspension
15.1. A director may be suspended at any time by the general assembly, even if he is appointed for a fixed period of time.
15.2. If the general assembly has not decided to dismiss a director within 3 months of their suspension, the suspension shall end. The suspended director shall be given the opportunity to account for his actions at the general assembly and may be assisted in this by a legal counsel.
Article 16: End of a director’s appointment
A director’s appointment to the board is ended:
- a. by his death;
- b. by resigning voluntarily;
- c. by the end of the term for which he has been appointed, on the understanding that this director will remain in office until his successor has been provided for;
- d. because the director no longer meets the conditions set at the time of his appointment;
- e. by dismissal by the general assembly; or
- f. if he is placed under guardianship.
Article 17: Absence or inability to act
17.1. In the event of the absence or inability to act of a managing director, the remaining managing directors, or the only remaining managing director, are temporarily in charge of the entire management of the association. In the absence or inability to act of all managing directors, the association shall be temporarily managed by the person designated for that purpose by the general assembly.
17.2. The term ‘inability to act’ means the (temporary) inability of a director to perform his duties as a director, because:
- a. the director has been suspended;
- b. the director, as evidenced by a statement from an independent doctor, is not able to properly represent the interests of the association for a period of more than six (6) weeks due to his physical or mental condition;
- c. the director is unreachable, meaning it has proven impossible for the board of directors to make personal, telephone or electronic contact with the director within ten (10) days, so that a dialogue is possible; or
- d. the director is missing or suspected of having died.
17.3. Members of the board of directors who are unable to take part will not be taken into account when determining to which extent members of the board of directors are present or represented, agreeing on a method of decision-making, or the number of votes they can cast.
17.4. In cases of absence, the remaining director(s), or if they’re not available, the general assembly, will take the necessary steps to ensure a permanent resolution as quickly as possible.
Article 18: Representation
18.1 The association may be legally represented by either:
- a) all of the members of the board of directors acting jointly (or sharing responsibility)
- b) a least 2 directors acting jointly
18.2. The board of directors may grant power of attorney to one or more third parties to represent the association within the limits of that power of attorney.
Article 19: Division of labour
19.1. The board of directors appoints a chairman, secretary and treasurer from among its members.
19.2. The meetings of the board of directors are chaired by the chairman of the board, who is, however, authorised to entrust another director with the chairmanship of the meeting in question.
19.3. The secretary keeps the minutes of the board of directors meetings. In the absence of the secretary, the chairman shall designate another person as secretary for the meeting in question.
19.4. The treasurer is responsible for the accounts of the association.
Article 20: Meetings of the board of directors
20.1. Board meetings are held as often as the chairman or any other acting director deems necessary, but in any event twice (2) times a year.
20.2. Meetings are convened in writing by or on behalf of the chairman of the board of directors, or by the director(s) who deem(s) the meeting to be necessary, to each director, stating the place and time of the meeting and the items to be discussed at the meeting. The notice period is at least eight (8) days, excluding the day of the notice and the day on which the meeting is held.
20.3. Directors and anyone admitted by the board has access to the meetings of the board.
20.4. A director may be represented at the meeting by a fellow director he has granted written authority to do so. A director may not act as a proxy for more than one (1) fellow director.
20.5. The meetings are chaired by the chairman. In his absence, the meeting’s participants will lead the meeting themselves .
20.6. The secretary, or someone designated by the chair if no one has been appointed secretary, will take minutes of the meeting proceedings. These will be adopted at the same or the next meeting, which the chair and secretary will witness by signing them.
Article 21: Decision making by the board of directors
21.1. To pass a resolution not already determined by these articles of association requires an absolute majority of the votes cast at a meeting where the majority of directors are present or represented.
21.2. Each director has one (1) vote.
Blank votes are deemed not to have been cast.
If no resolution is reached because the votes are tied, a second board meeting shall be convened, to be held within fifteen (15) days of the first, at which the proposal in question shall be raised again. If no resolution is reached on the proposal in question at this second board meeting because the votes are tied, the proposal will be rejected.
21.3. All votes are taken orally unless the chairman, or (in the case of the election of persons) a person with voting rights who is present, requires a written vote, in which case the vote shall be taken by means of unsigned, closed ballot papers.
21.4. The board of directors may also adopt resolutions without holding a meeting, provided that this is done in writing, that all managing directors are given the opportunity to cast their votes and that none of the managing directors objects to this method of decision making.
21.5. The board of directors shall only pass the following resolutions with the general assembly’s prior approval:
- a. entering into all legal transactions other than those referred to above, the importance or value of which exceeds an amount of five hundred thousand euros (EUR 500,000) or for which the association is bound for a period of more than one year, whereby related transactions are regarded as a single act;
- b. lending or borrowing money where the principal amount of the loan is more than one hundred thousand euros (EUR 100,000);
- c. waiving rights vested in the association; and
- d. filing for bankruptcy and suspension of payments of the association.
The board of directors does not require the approval of the general assembly for the legal acts referred to under a., b. and c. if these legal acts serve to implement the current policy plan that has been approved by the general assembly.
Article 22: Board of directors’ obligation to inform
If desired, the board of directors provides information to the general assembly and the advisory board about its activities and about topics that are being dealt with, researched or studied by the board of directors.
The board of directors provides the advisory board the information necessary for the performance of its duties in a timely manner.
Article 23: Advisory board
23.1. As long as one or more founders are members of the association, the founders, or the sole founder, may decide to set up an advisory board. The advisory board takes effect from the day the founder(s) decide to set up the advisory board.
If there are no longer founders as members of the association, the power referred to in the previous paragraph is vested in the general assembly.
23.2. The general assembly may decide to dissolve the advisory board established on the basis of the first paragraph. The advisory board will be dissolved with effect from the day the general assembly decides to dissolve the advisory board.
23.3. If and as long as the advisory board has been set up on the basis of this paragraph, this article and articles 24 and 25 shall apply to the advisory board and its members. Other provisions in the articles of association concerning the advisory board and/or its members shall only apply if and as long as the advisory board has been set up.
If no advisory board has been set up, the powers conferred on the advisory board by these articles of association shall be exercised by the general assembly.
23.4. The advisory board assists the board of directors with advice.
23.5. The advisory board consists of a number of members to be determined by the advisory board, it being understood that when the advisory board is set up, the initiator of the advisory board shall determine the number of persons on the advisory board.
Only natural persons can be members of the advisory board.
A director cannot be a member of the advisory board.
A founder may be a member of the advisory board.
23.6. If one or more founders are members of the association, the first members of the advisory board are appointed by the founders. If there are no longer any founders as members of the association, the first members of the advisory board are appointed by the general assembly.
Other members of the advisory board are appointed by the advisory board. In the absence of an advisory board, the members of the advisory board are appointed by the general assembly. Vacancies will be filled as soon as possible.
23.7. Members of the advisory board receive no remuneration for their work. The general assembly determines any travel and accommodation allowance (vacatiegeld) for advisory board members. The Decree of 21 January 2009 laying down rules with regard to the amount of the reimbursement for advisory boards and committees, or any successor legislation, shall in principle serve as a guideline for the determination of the travel and accommodation allowance. Reasonable expenses incurred by a member of the advisory board in the performance of his duties shall be reimbursed once sufficient evidence is provided.
Article 24: End of an advisory board member’s appointment
An advisory board member’s appointment to the advisory board is ended:
- a. by his death;
- b. by resigning voluntarily;
- c. by expiry of the period for which he has been appointed, on the understanding that he will remain in office until his successor has been provided for;
- d. by his appointment as director of the association;
- e. (if there are more than 2 members) if all the other members of the advisory board sign a declaration for this purpose addressed to him;
- f. if he is placed under guardianship.
Article 25: Meetings and decision-making
25.1. The advisory board will meet as often as the board of directors or one of its members deems necessary, but in any event twice (2) a year.
25.2. The meeting is convened in writing by or on behalf of the chairman of the board of directors, or by the members of the advisory board who deemed the meeting necessary, to each member of the advisory board stating the place and time of the meeting and the items to be discussed at the meeting. The notice period is at least eight (8) days, excluding the day of the notice and the day on which the meeting is held.
25.3. Access to the meetings of the advisory board shall be given to the members of the advisory board as well as to those admitted by the advisory board.
25.4. The meetings are chaired by a member of the advisory board designated for this purpose. Minutes are taken of the proceedings of the meeting by a designated member of the advisory board. These will be adopted at the same or the next meeting, which the members of the advisory board will witness by signing them.
25.5. All resolutions of the advisory board are passed by an absolute majority of the votes cast at a meeting at which the majority of the members of the advisory board are present or represented.
25.6. Each member of the advisory board has one (1) vote.
Blank votes are deemed not to have been cast.
If the votes are tied, the proposal is rejected.
25.7. All votes are taken orally unless a member of the advisory board present requires a written vote, in which case the vote shall be taken by means of unsigned, closed ballot papers.
25.8. The advisory board may also pass resolutions without holding a meeting, provided that this is done in writing, that all members of the advisory board are given the opportunity to vote and that none of the members of the advisory board object to this method of decision making.
Article 26: Financial year, accounting obligation
26.1. The financial year of the association is equal to the Dutch calendar year.
26.2. The board of directors is obliged to keep records of the association’s financial situation and of everything relating to the activities of the association and any demands arising from these activities, and to keep the relevant books, documents and other data carriers in such a way that the rights and obligations of the association can be known at all times. In particular, the association’s administration shall be set up so that it clearly indicates:
- a. the nature and extent of the expenses and remuneration accruing to the individual directors and members of the advisory board;
- b. the nature and extent of the costs incurred by the association for the purpose of raising funds and managing the association, as well as the nature and extent of the other expenses of the association;
- c. the nature and extent of the association’s income; and
- d. the nature and extent of the association’s assets.
Article 27: Annual report and accounts
27.1. Every year within six (6) months of the end of the association’s financial year, unless this period is extended by a maximum of four (4) months by the general assembly on the grounds of special circumstances, the board of directors shall draw up annual accounts, which shall be made available for inspection by members at the association’s office. Within this period, the board of directors shall also make the annual report available for inspection, unless article 2:396(7) of the Dutch Civil Code applies to the association. The annual accounts are signed by all directors. If any signature is missing, this shall be noted with the reason.
- a. If required by law, the association shall appoint an authorised auditor to audit the annual accounts. The right to appoint an auditor is reserved for the general assembly. If it fails to do so, the board of directors shall have this power. The appointment of an auditor shall not be restricted by any pre-selection criteria (generlei voordracht); the appointment may at any time be withdrawn for good reasons by the general assembly or by the person who made the appointment.
- b. The auditor shall report on his audit to the board of directors; he shall present the results of his audit in an audit report with a declaration of truthfulness and accuracy (verklaring van getrouwheid).
- c. If the appointment of an auditor is not required by law, the general assembly shall be authorised to give such instructions to another expert.
- d. If no statement as referred to under b) above is submitted to the general assembly, the general assembly shall appoint a committee as referred to in article 2:48(2) of the Dutch Civil Code, consisting of two members who are not acting members of the board of directors. This committee examines the annual accounts and reports its findings to the general assembly.
27.3. The association shall ensure that the annual accounts, the annual report and the information to be added pursuant to article 2:392(1) of the Dutch Civil Code are available at its offices as from the convocation of the general assembly, intended for its consideration. Members may inspect the documents there and obtain a copy free of charge.
27.4 The annual accounts shall be adopted by the general assembly. Adoption of the annual accounts does not discharge a director from liability.
Article 28: Current policy plan
Each year - after consulting the advisory board - the board of directors draw up a policy plan for the coming financial year before 1 December and submit it to the general assembly for approval.
The policy plan provides insight into (i) the strategic goals of the association for the coming year, (ii) the way in which the association raises funds, (iii) the management of the association’s assets and (iv) the spending of the association’s assets.
The policy plan should be concise (about three (3) pages), in line with the association’s (board’s) efforts to operate in an agile way.
Article 29: Association rules
The general assembly may adopt association rules with regard to all matters relating to the internal affairs of the association. The association rules may not contain any provisions that are in conflict with the articles of association.
Article 30: Amendment of the articles of association
30.1. The articles of association may only be amended by a resolution of the general assembly, which has been convened with the announcement that an amendment of the articles of association will be proposed there.
30.2. Those who have convened the meeting to consider a proposal to amend the articles of association must make a copy of that proposal, containing the verbatim text of the proposed amendment, available for inspection by the members at a place suitable for that purpose at least five (5) days before the day of the meeting, until after the day on which the meeting was held.
30.3. The general assembly may only decide to amend the articles of association if (i) at least two-thirds (2/3) of the votes cast are in favour of the proposal and (ii) after advice has been obtained from the advisory board on the proposed amendment to the articles of association.
30.4. The amendment to the articles of association shall not enter into force until a notarial deed has been drawn up to that effect.
30.5. The provisions of paragraphs 1 and 2 of this article do not apply if all persons entitled to vote are present or represented at the meeting and the decision to amend the articles of association is taken unanimously.
30.6. The board of directors is obliged to deposit a copy of the deed of amendment to the articles of association and a full and continuous text of the articles of association, as they read after the amendment, at the office of the trade register kept by the Chamber of Commerce.
Article 31: Dissolution and liquidation
31.1. The provisions of article 30, paragraphs 1, 2, 3 and 5 apply mutatis mutandis to a resolution of the general assembly to dissolve the association.
31.2. After the dissolution, the association will continue to exist to the extent that this is necessary to liquidate its assets. During the liquidation, the provisions of these articles of association shall remain in force as far as possible. In documents and notices issued by the association, the words “in liquidation” shall be added to its name.
31.3. Liquidation shall be effected by the board of directors or by (a) liquidator(s) appointed by the board, unless the general assembly decides otherwise.
31.4. The board of directors determines the destination of any positive balance after liquidation. This must be either (i) a public benefit institution as referred to in article 5b of the General Tax Act or any successor legislation, with a purpose similar to that of the association or (ii) a foreign institution dedicated (beogen) exclusively or almost exclusively to the public benefit for and that has a similar goal to the association.
31.5. The books, documents and other data carriers of the dissolved association must be kept for seven (7) years after the end of the liquidation. The custodian is the one appointed as such by the liquidators.
Article 32: Transitional provision
The first financial year ends on 31 December 2022.
This article expires at the end of the first financial year.
Finally, the person appearing states, acting as described:
- a. are appointed as directors for the first time:
- the founder 1, as secretary;
- the founder 2, as treasurer;
- the founder 3, as chairman; and
- the founder 4.
- b. The founders are the first members (founders) of the association.
Powers of attorney
Four (4) private instruments of attorney as attached (in copy) to this deed (appendices) show the written powers of attorney given to the person appearing .
In witness whereof the original of this deed which is executed in Amsterdam, on the date first mentioned in the head of this deed.
After communication of the contents of the deed, giving an explanation thereof and pointing out the consequences for the parties resulting from the contents of the deed, and after having taken note of the declaration of the person appearing that they are aware of the contents of the deed and having agreed to a limited reading, this deed shall be signed immediately after the reading of those parts of the deed for which the law prescribes reading, by the person appearing and known to me, the notary, and by me, the notary.