Statuten SWN (en)

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Original (Dutch) version
This is a translation of the statutes of the Stichting Wikimedia Nederland.
Please put your questions/remarks on the talk page.

By-laws SWN - Statutes/By-laws FAQ - Survey of all pages related to statutes and/or by-laws

Translation is still in progress

Disclaimer

This is a translation of the original Dutch text of the Statutes and By-laws. Every effort has been made to render this translation as faithful as possible to the original text. However, in the case of any dispute about the interpretation of these documents, the original Dutch text shall prevail.

Terminology

Throughout this and related documents the following terminology is applied.

Foundation This is meant to be a non-profit, non-membership organisation. Equivalents: nl: Stichting, de: Stiftung, fr: Fondation.
Association (noun) This is meant to be a non profit membership organisation. Equivalents: nl: Vereniging, de: Verein, fr: Association.
For a more extensive explanation of the differences between the Dutch "stichting" (roughly: Foundation) and "vereniging" (roughly: "Association"), see Similarities/differences Foundation/Association (scroll down to see the English translation).
 
Statutes Officially attested and legally binding document setting out the rules of an organisation. According to Dutch legislation, Statutes must be registered with the Chamber of Commerce ("Kamer van Koophandel"). Prior to this, the Articles need to be attested by a notary public. Statutes are public by rule of law, and may on payment of a fee be consulted by anybody at the Kamer van Koophandel.
By-laws Supplementary rules, which should be read in conjunction with the Statutes. These regulations do not require any (public) registration or attestation by a notary. As a rule, they are used to address a number of practical issues and/or issues that may vary in the course of time.


Translation

ESTABLISHMENT OF A FOUNDATION

Heden, zeven en twintig maart tweeduizend zes, verscheen te Eindhoven voor mij, mr MAARTEN LOUIS SEGERS, notaris gevestigd te Nuenen, Gerwen en Nederwetten:

NAW gegevens, geb.datum, paspoortnummer en burgerlijke staat van Gebruiker:RonaldB.
De comparant verklaarde bij deze akte een stichting op te richten en daarvoor de volgende statuten vast te stellen:


Denomination and domicile

Artikel 1
1. The foundation is denominated: Stichting Wikimedia Nederland.
2. The foundation/association has its office at Eindhoven.


Objectives

Artikel 2
1. The objective of the foundation is:
  a. 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;
  b. to support the objectives of the Wikimedia Foundation Inc., a non-for-profit organisation established in Florida (USA);
  c. to perform all other acts that may be related or be supportive to abovementioned objectives.
2. The association shall attempt the realisation of its objectives by any legal means.


Board

Artikel 3
1. The board of the foundation shall at least consist of three members. The board shall decide upon the exact number by general vote, thereby taking into account the previous sentence.
2. The board members shall be appointed and suspended by the board. Any vacancy needs prompt re-occupation. One board member will be appointed based on a nomination made by the general assembly of the association Vereniging Wikimedia Nederland.
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.
3. The term of any appointed board member amounts three years. Appointed members resign according a scheme to be maintained by the board. A resigning board member may be re-appointed immediately. The original scheme remains applicable for any newly appointed board member who occupies an intermediate vacancy.
4. In the case of one or more board vacancies, the board keeps all of its assigned authorities.
5. 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.
6. Employees of the foundation, whether directly or indirectly employed, cannot be a member of the board.
7. Members of the board may not have intra family and/or blood relations or live together (up to the 4th degree).


Board: responsibilities and authorities

Artikel 4
1. The board is managing the foundation.
2. 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.
3. 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.
4. An inheritance may only be accepted provided a comprehensive description is available.


Board: meetings

Artikel 5
1. The board meetings shall be held in the Netherlands at the place as defined in the invitation.
2. 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.
3. Besides a meeting will be held on request of any of the board members.
4. 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.
5. The invitation includes the meeting place, starting time and the agenda.
6. 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.
7. 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.
8. The board meetings are accessible by the board members and other persons that have been invited by the board.


Board: decisions

Artikel 6
1. 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 four 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. Blank votes and abstentions shall be regarded void.
7. The chair of the meeting will decide in any dispute resulting from the voting procedure followed.


Board: termination of membership

Artikel 7

The board membership shall be terminated if any of the following conditions exist:

a. the board member dies, or 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;
b. the board member is put under guardianship;
c. the board member resigns, whether or not as a result of the scheme sub article 3;
d. the board member is dismissed by a general vote by the other board members;
e. in the case of dismissal based on article 2:298 of the Civil Act (Dutch: Burgelijk Wetboek).


Representation

Artikel 8
1. The board represents the foundation.
2. The authority to represent the foundation is also attributed to two jointly acting members of the board.
3. Tegen een handelen in strijd met artikel 4 lid 2 en 3 kan tegen derden beroep worden gedaan. !!!
4. 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.


Financial year and documents

Artikel 9
1. The financial year of the foundation coincides with the calendar year.
2. The board shall administer all transactions of the foundation in such a way that at any moment the assets and liabilities of the foundation can be derived thereof. All proof of such transactions shall be kept in a safe place. !!!

Het bestuur is verplicht van de vermogenstoestand van de stichting en van alles betreffende de werkzaamheden van de stichting, naar de eisen die voortvloeien uit deze werkzaamheden, op zodanige wijze een administratie te voeren en de daartoe behorende boeken, bescheiden en andere gegevensdragers op zodanige wijze te bewaren, dat daaruit te allen tijde de rechten en verplichtingen van de stichting kunnen worden gekend.

3. 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. This expert will inform the board on its findings/conclusions.
4. The board shall keep all aforementioned documents and data for a period of seven years.
5. 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.


By-laws

Artikel 10
1. The board may establish by-laws. The by-laws will define all issues which to the judgement of the board need further detailed definition.
2. The by-laws may not infringe the law or these statutes.
3. The board may modify or declare void these by-laws.
4. Article 11.1 is applicable in the case of establishment, modification or voiding the by-laws.


Modification of statutes

Artikel 11
1. The board may modify the statutes. A decision thereto requires a two third majority vote of a meeting attended by at least two third of all board members (either in person or represented).
2. The modification shall be registered by an official notary. Each board member is entitled to perform such registration.
3. The board members shall ensure that any modification is registered with the Chamber of Commerce.


Termination and settlement

Artikel 12
1. The board is authorised to terminate the foundation.
2. Article 11.1 is applicable in that case.
3. 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 comply as much as possible to objectives similar to those as defined in these statutes.
4. After the termination, the settlement shall be by the board members, unless the board decides to appoint a third party as settlor.
5. 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.
6. The settlement is subject to Title 1, Book 2 of the Civil Act.


Concluding clauses

Artikel 13
1. The board decides in all cases not governed by the law or these statutes.
2. In writing, where ever used in these statutes, includes all means of communication which can be logged in some way on paper.


Slotverklaringen

Tenslotte verklaarde de comparant:

1. Bij de oprichting van de stichting worden tot bestuursleden benoemd:
  1. NAW gegevens, geb.datum, rijbewijsnummer en burgerlijke staat van Gebruiker:oscar, tot voorzitter;
  2. de comparant, tot secretaris en penningmeester.
2. Het eerste boekjaar van de stichting eindigt op een en dertig december tweeduizend zes (31-12-2006).

Waar in deze akte is vermeld ongehuwd of nimmer gehuwd geweest is daaronder tevens begrepen niet geregistreerd als partner in de zin van het geregistreerd partnerschap of als zodanig geregistreerd geweest.


Slot

De comparant is mij, notaris, bekend.
WAARVAN AKTE in minuut is verleden ter plaatse en op de datum in het hoofd van deze akte vermeld. De zakelijke inhoud van de akte is aan hem opgegeven en toegelicht. De comparant heeft verklaard tijdig voor het verlijden van de akte van de inhoud daarvan te hebben kennis genomen, te zijn gewezen op de gevolgen die voor hem uit de akte voortvloeien en op volledige voorlezing van de akte geen prijs te stellen. Deze akte is beperkt voorgelezen en onmiddellijk daarna ondertekend, eerst door de comparant en vervolgens door mij, notaris.