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Preamble
<standard notary statement as opening of the formal act>
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Denomination and domicile
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Article 1
- The foundation/association is denominated: «name». 1)
- The foundation/association has its office at: «name of municipality». 2)
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1) |
In the case of a foundation the word "Stichting" must be part of the name.
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2) |
The location has only importance to determine which Chamber of Commerce should hold the registration and, in the case of a law-suit, which court is applicable.
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Objectives
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Article 2
- The objective of the foundation/association is:
- To promote the acquisition and release of free and/or free accessible information in any manner, thereby using, but not limited to, the internet to store and keep this information.
- To support the objectives of the Wikimedia Foundation Inc., a non-for-profit organisation established in Florida (USA).
- The foundation/association shall attempt the realisation of its objectives by the acquisition of financial means, the co-operation with other institutions and by applying any other legal means.
- The foundation/association neither has any power, nor assumes any responsibility, for the information as meant by article 2.1.1., neither to the content thereof, nor to the way this content is being acquired and processed.
Exempt from this is a possible situation, where there are indications that the information might be jeopardised by whatever reason. 1)
| Notes: |
1) |
During the meeting of 20-11-2005, it has been noted that it might be desirable to allow some form of power in the case an emergency should arise at some time in the future. As the present view is to establish both an association (first step) and a foundation, it seems feasible to incorporate some protection against an evil act via the manner by which the mutual relation between the two organisations is defined.
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Board
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Article 3
- The board of the foundation/association shall at least consist of three members. The exact member count shall be defined in the by-laws, thereby taking into account the previous sentence.
- The board members shall be appointed and suspended by the board. Any vacancy needs prompt re-occupation. Except for the first board, of which its members are appointed by function, the board elects from its members a chairman, secretary and treasurer. Any board member can be appointed to more than one of the functions aforementioned.
- The by-laws shall define the appointment procedure.
- The term of any appointed board member amounts one year. Appointed members resign according a scheme to be maintained by the board. A resigning board member may be re-appointed immediately. The by-laws may define additional stipulations concerning the re-appointment. The original scheme remains applicable for any newly appointed board member who occupies an intermediate vacancy.
- In the case of one or more board vacancies, the board keeps all of its assigned authorities. 1)
- Board members do not receive any remuneration for any of their endeavours as a board member. However they may claim compensation for any direct cost and/or expenses incurred as a direct consequence of aforementioned endeavours.
- Employees of the foundation/association, whether directly or indirectly employed, cannot be a member of the board.
- Members of the board may not have intra family and/or blood relations or live together (up to the 4th degree). 2)
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The authorities/responsibilities, etc. of the legal entity remain the same regardless the number of board members and/or vacancies. However, a zero member board is legally impossible.
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This is required by the tax authority to become eligible for tax reduction in the case of (charity) donations.
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Board: responsibilities and authorities
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Article 4
- The board is managing the foundation/association. The responsibilities consist amongst others:
- Definition of the general policy;
- Fixation of the budget, financial and annual report;
- Acceptance of donations and testacies, if certain conditions apply;
- All other issues on which a decision of the board is required as further stipulated in these statutes.
- A decision to enter an agreement regarding registered goods, either concerning the acquisition, divestment or bail thereof, is only allowed provided such decision is taken with a positive vote by all members of the board.
- A decision to enter an agreement by which the foundation/association is committing itself as bail, obligor either directly or indirectly, or provider of security for a debt by a third party, is only allowed provided such decision is taken with a positive vote by all members of the board.
- An inheritance may only be accepted provided a comprehensive description is available.
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Board: meetings
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Article 5
- The board meetings shall be held in the Netherlands at the place as defined in the invitation.
- An annual board meeting shall be held within six months following any financial year. The agenda shall at least comprise the fixation of the balance sheet and the survey of income/expenses. Other meetings will be held every quarter.
- Besides a meeting will be held on request of any of the board members.
- The invitation for a board meeting is sent at least seven days - the day of sending the invitation and the day of the meeting not included - prior to the date of the meeting.
- The invitation includes the meeting place, starting time and the agenda.
- The meetings are chaired by the chairman of the board. If the chairman is not present, the other board members appoint a chair for that meeting only.
- The minutes of the meeting are drawn up by the secretary. If the secretary is not present the minutes will be drawn up by a person appointed by the chair of the meeting. Minutes, that have been by the meeting, will be signed by the person who has drawn up those and the person who has chaired the meeting. The agreed minutes will be kept by the secretary.
- The board meetings are accessible by the board members and other persons that have been invited by the board.
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Board: decisions
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Article 6
- A meeting of the board can only take decisions if the majority of the members are present or represented.
- Provided he has issued an explicit authorisation, a board member may be represented by another board member. The validity of such authorisation is to be judged by the chair of the meeting. Any board member present at a meeting can act as authorised agent for one other member only. If the majority of the board members is not present or represented, a second meeting will be called, which is due not earlier than two weeks and not later than six weeks following the date of the initial meeting. Issues on which a decision could not be taken during that initial meeting, can be decided upon during the second meeting, regardless the number of present or represented board members. The call for the second meeting should explicitly state that a decision on the appropriate issues can be taken regardless the number of present or represented members.
- Provided all board members are present at a meeting, a decision can be taken on any issue, provided this is by general vote, even if not all stipulations for calling a meeting are met.
- The board may also take decisions at any other moment, provided this is by general vote. The secretary shall draw up a protocol of such event, which will be co-signed by the chairman and kept together with the minutes.
- Each member of the board holds one vote. Except for those cases where these statues define otherwise, any board decision requires an absolute majority of all issued votes.
- All voting during a meeting shall be oral, unless one of the board members requests a formal voting beforehand. In such a case voting will be in writing and anonymously.
- Blank votes and abstentions shall be regarded void.
- The chair of the meeting will decide in any dispute resulting from the voting procedure followed.
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Board: termination of membership
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Article 7
- The board membership shall be terminated if any of the following conditions exist.
- The board member dies. In case the member represents a legal entity, if that legal entity is in the state of liquidation or ceases to exist for whatever reason.
- The board member is put under guardianship.
- The board member resigns, whether or not as a result of the scheme sub article 3.4.
- The board member is dismissed by a general vote by the other board members.
- In the case of dismissal based on article 2:298 of the Civil Act (Dutch: Burgelijk Wetboek). 1)
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This article deals with violation of the law and/or these statutes, as well as general mismanagement. It provides also an escape to a court case.
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Members
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Article 101
- The association has members.
- Members are persons who have applied for membership and which membership has been acknowledged by the Board. In the case the Board refuses the application, the general assembly may decide otherwise.
- The membership is personal and cannot be transferred or obtained by succession.
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Article 102
- The membership shall be terminated if any of the following conditions exist.
- The member dies;
- Cancellation by the member;
- Cancellation by the association;
- The membership is suspended.
- Cancellation by the member shall be in conformance with the appropriate stipulations of the by-laws.
- Cancellation by the association shall be in conformance with the appropriate stipulations of the by-laws.
- Suspension of the membership is only possible if the member violates these statutes, the by-laws or decisions by the association, or in the case the member deliberately causes harm to the association. The board decides on any member suspension and shall inform the member thereof as soon as possible, including the grounds for this suspension. The suspended member is entitled to appeal against such decision at the general assembly, which will discuss the appeal at the next meeting. Until the general assembly has decided otherwise, the suspension remains effective. A suspended member has no voting rights.
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Article 103
Every member shall pay an annual subscription. The subscription amount will be a decided upon by the general assembly.
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General assembly
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Article 104
- A general assembly will be held annually. Besides a general assembly will be convoked when the board or a at least a certain number of members considers such necessary. The number of members as meant in the previous sentence will be defined by the by-laws. 1)
- The general assembly will be convoked by the board.
- The location of the general assembly is as defined by the invitation.
- The board shall request approval by the general assembly for the general policy and the financial policy. The latter will be based on a balance sheet and a survey of accounts received and paid. Approval by the general assembly will exempt the board for the general policy and the treasurer for the financial policy concerning the past year.
| Notes: |
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Because the number of members of the association is not predictable, it has been decided to define the minimum number of members that can call a general assembly via the by-laws.
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Article 105
- The general assembly may be attended by non-suspended members as well as anybody who has been invited either by the board or by the general assembly.
- A suspended member, however, is granted admittance to a general assembly which will discuss his/her suspension. He/she is allowed to speak on the subject matter.
- Any member, except a suspended member, has one vote at the general assembly. Each member can authorise another member to vote on behalf of the first mentioned member. A member can carry maximum two votes on behalf of another member (excluding his own vote).
- The meeting will be chaired by the chairman of the board. The other members of the board will decide upon the chairmanship in the case the chairman of the board is absent.
- The chair decides upon the manner of voting during the meeting.
- Provided the statutes or by-laws do not define otherwise, all decisions shall be taken by absolute majority of the votes expressed, excluding blank votes and/or abstentions. In the case of equal votes, the proposal will be regarded as voted down.
- The chair of the meeting judges the result of the voting, which judgement is decisive. However when such judgement is disputed immediately after the judgement has been expressed and if a majority of the members requires so, or when the initial voting was not by call or in writing and if one member requires so, the voting will be redone.
- Minutes are drawn up by the secretary. If the secretary is not present, the minutes will be drawn up by a person appointed by the chair of the meeting. Minutes shall be agreed by the subsequent general assembly and will be signed by the chair of that meeting and the secretary (or the person replacing him).
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Representation
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Article 8
- The board represents the foundation/association.
- The authority to represent the foundation/association is also attributed to two jointly acting members of the board.
- The board may authorise one or more of its members, as well as a third party, to represent the foundation/association within a predefined scope.
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Financial year and documents
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Article 9
- The financial year of the foundation/association coincides with the calendar year.
- The board shall administer all transactions of the foundation/association in such a way that at any moment the assets and liabilities of the foundation/association can be derived thereof. All proof of such transactions shall be kept in a safe place.
- Within six months after the closure of the financial year, the board shall prepare and decide upon the balance sheet and the summary of accounts received and accounts paid. These documents shall be audited by a financial expert, such as a registered auditor or other independent auditor. This expert will inform the board on its findings/conclusions.
- The board shall keep all aforementioned documents and data for a period of seven years.
- Except for the paper versions of the balance sheet and summary of accounts received and accounts paid, all data stored on any storage medium may be transferred to any other storage medium, provided the integrity and comprehensiveness of the data is maintained and can be made accessible within a reasonable period of time.
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By-laws
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Article 10
- The board may establish by-laws. The by-laws will define all issues which to the judgement of the board need further detailed definition.
- The by-laws may not infringe the law or these statutes.
- The board may modify or declare void these by-laws.
- Article 11.1 is applicable in the case of establishment, modification or voiding the by-laws.
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Article 10
- The general assembly may establish by-laws. The by-laws will define all issues which to the judgement of the general assembly need further detailed definition.
- The by-laws may not infringe the law or these statutes.
- The general assembly may modify or declare void these by-laws.
- The by-laws shall define the procedure to modify or declaring void the by-laws.
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Modification of statutes
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Article 11
- The board may modify the statutes. A decision thereto requires general consent of a meeting attended by all board members (either in person or represented).
- The modification shall be registered by an official notary. Each board member is entitled to perform such registration, provided he avails the minutes of such meeting, approved and signed by at least two board members.
- The board members shall ensure that any modification is registered with the Chamber of Commerce, according the rules applicable thereto.
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Article 11
- The general assembly may modify the statutes.
- Such a modification requires a decision by two third majority vote by a meeting of the general assembly attended by at least half the members entitled to vote (either in person or represented).
- If less than half the number of members entitled to vote is present in the general assembly assumed to decide on this modification, a subsequent meeting will be convoked. Such a meeting, having the modification of the statutes as only point on the agenda, shall take place at least 2, but at the latest 4 weeks after the initial meeting at which the minimum number of members entitled to vote was not present. That meeting can decide upon the proposed modification of the statutes by two third majority vote, regardless the number of members entitled to vote that are present or represented.
- The modification shall be registered by an official notary. Each board member is entitled to perform such registration, provided he avails the minutes of such meeting, approved and signed by at least two board members.
- The board members shall ensure that any modification is registered with the Chamber of Commerce, according the rules applicable thereto.
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Termination and settlement
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Article 12
- The board is authorised to terminate the foundation
- Article 11.1 is applicable in that case.
- A board decision to terminate the foundation shall include a decision on the beneficiary of any financial balance. In any other case the settlor shall decide on the beneficiary of any financial balance.
- The beneficiary of the financial balance shall apply such as much as possible to objectives similar to those as defined in these statutes. 1)
- After the termination, the settlement shall be by the board members, unless the board decides to appoint a third party as settlor.
- All formal documents related to the terminated foundation shall be kept by a person appointed by the settlor, during a period as defined by the law.
- The settlement is subject to Title 1, Book 2 of the Civil Act. 2)
| Notes: |
1) |
This statement is required to become eligible for reduced taxation in the case of donations (requires separate approval by the tax authorities).
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| Notes: |
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General legislation concerning legal entities.
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Article 12
- The general assembly is authorised to terminate the association.
- Such a termination requires a decision by two third majority vote by a meeting of the general assembly attended by at least half the number of members entitled to vote (either in person or represented).
- If less than half the members entitled to vote is present in the general assembly assumed to decide on this termination, a subsequent meeting will be convoked. Such a meeting, having the modification of the statutes as only point on the agenda, shall take place at least 2, but at the latest 4 weeks after the initial meeting at which the minimum number of members entitled to vote was not present. That meeting can decide upon the proposed termination of the association by two third majority vote, regardless the number of members entitled to vote that are present or represented.
- A general assembly decision to terminate the association shall include a decision on the beneficiary of any financial balance. In any other case the settlor shall decide on the beneficiary of any financial balance.
- The beneficiary of the financial balance shall apply such as much as possible to objectives similar to those as defined in these statutes.
- After the termination, the settlement shall be by the board members, unless the general assembly decides to appoint a third party as settlor.
- All formal documents related to the terminated foundation shall be kept by a person appointed by the settlor, during a period as defined by the law.
- The settlement is subject to Title 1, Book 2 of the Civil Act.
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Concluding clauses
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Article 13
- The board decides in all cases not governed by the law, these statutes or (if present) the by-laws.
- In writing, where ever used in these statutes, includes all means of communication which can be logged in some way on paper.
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Concluding statements
<Standard notary statement, concluding the formal act>
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