FOUNDING OF SOCIETY
Today, sixteenth of May, two thousand and twelve, there appeared before me, Meindert Gerben de Boer, candidate notary public, further in this document named as ‘notary’, as witness for Johannes Andreas Gerardus Milder, notary public of Almere:
- Mrs. Connie Sue Koorevaar nee Goecks, married, born Stoughton (USA) on 4th of August nineteen hundred and sixty, abiding at 1317 RK, Almere, Bonietplein 8, ID card no. IWPFFHPRO, valid until sixth of December two thousand and fifteen having both Dutch and American nationality;
- Ms. Sarah Jane Leonard, spinster (no partner registration), born Maidstone (UK) on the twenty sixth of October nineteen hundred and seventy three, abiding at 1328 RH, Almere, Renoirstraat 226, British passport no. 307746044, valid until the nineteenth of June, two thousand and nineteen having British nationality;
both appearing on behalf of the general members’ meeting of the society (limited legal jurisdiction): International Almere Society (NL = VIA), established in Almere and having its offices at 1317 RK Almere, Bonietplein 8 and listed at the Chamber of Commerce for Gooi, Eem and Flevoland under no. 32168790.
The persons here appearing and officiating as mentioned, have declared that on the fourth of November two thousand and eleven, the general members’ meeting of the aforementioned society has decided to have the society’s statutes legally recorded in a notary document.
The society’s statutes are as follows:
Name and head office
- The society has the name: The International Almere Society (NL = VIA)
- The head office is in the municipality of Almere.
- The society aims to unite English speaking foreigners within Almere by giving them the possibility to forge friendships and form social networks.
- The society endeavours to achieve this by organising outings and meet-ups for its members and anyone interested, whether member or not.
The society’s financial year is the same as a calendar year.
- The society has members.
- Membership is on a personal basis and can in no way be transferred or inherited.
- A member is anyone that has registered interest in writing, to the board, and is permitted to join, with the proviso (as intimated by the board), that anyone not permitted by them to join, can yet be granted permission by the general members’ meeting.
- Membership ends:
a. with the death of the member
b. with the member’s resignation
c. by termination via the society
d. by complete removal.
- A member may only resign at the end of a financial (in this case, calendar) year. This must be done in writing with at least four week’s notice.
When a resignation has not been done with sufficient notice, the membership will be carried on until the end of the following financial year.
Membership will be immediately ended:
a. when it is obvious that in all reasonableness it cannot be expected of the member to continue the membership;
b. within a month of any decision taken to curtail the member’s rights or make the members’ duties greater, being announced (unless this concerns changes from valid rights and duties);
c. within a month of any decision being announced to change the legal form of the society or merge it with another.
- Termination of membership via the society can occur by the board at the end of a financial year when a member:
– despite repeated summons’ in writing has not fulfilled their pecuniary commitments to the society by the November of that particular financial year;
– has ceased to cover the societies requirements as stated in membership statutes.
Notice of membership termination must be at least four weeks.
If notice has not occurred in a timely manner, membership will continue until the end of the following financial year.
Termination can however occur immediately if, in all reasonableness, the society cannot be expected to allow the membership to continue.
Membership termination must be done in writing and include all relevant reasons for the termination.
- Complete removal of the membership can only be announced when the member has treated in any way contrary to the statues, rules or decisions made by the society or when the member causes damage to the society in any way considered unreasonable. This then happens with knowledge of the board, and with a speedy announcement to the member personally, listing reasons. Relevant member is authorised an appeal to the general member’s meeting within one month of receipt of the announcement.
The member is suspended for the term of the appeal. A suspended member has no voting rights.
- When a membership is cancelled at any time within the financial year, the annual contribution is still due in full unless otherwise decided by the board.
- Benefactors (contributors) are those who are named such by the board. The board is authorised to end any such contributions from benefactors, in writing.
- Contributors are required to then give the society an annual gift, of an amount determined by the general members’ meeting.
- Contributors have exclusive rights to attendance at general members’ meetings. They have no voting privileges but may contribute verbally at the meeting.
Each member is due an annual membership fee. The level of fee is determined by the general members’ meeting.
- The board consists of at least three and at most 5 natural persons that mutually appoint a chairperson, a secretary and a treasurer. By this society’s establishment, the board has two members.
- The general members’ meeting will appoint board members.
The general members’ meeting will decide on the number of board members.
- All board members can be suspended or discharged at any time without reason by the general members’ meeting. This can happen with a two-thirds majority of the votes at a general members’ meeting.
- Suspension ends when the general members’ meeting fails to decide on discharge within three months. The suspended member has the right to justify themselves before the general members’ meeting and is permitted to have an advocate in attendance.
- Board members are appointed for a maximum of three (3) years. A year in this case is the period between two annual general members’ meetings. Board members resign according to a rota designed by the board. Board members can be reappointed on an unlimited number of occasions.
- If the number of board members has dropped to below the minimum noted in art. 6.1 here above, the board is nevertheless considered authorised. The board has a duty to call a general members’ meeting which must discuss filling the vacancy.
- All as decreed in articles 11 through 14 is (as much as possible) applicable in the meetings and decisions of the board.
- The board has the job of running the society.
- The board is previously sanctioned by the general members’ meeting to agree on anything regarding the gaining of or losing in any way, registered property, and also authorised in making agreements where the society acts as surety or the main debtor, supports a third party in any way, or acts as guarantor for another’s debt.
- The board represents the society.
- Representational authority is shared jointly with the chairperson and the secretary or treasurer, or, the secretary and treasurer together.
Annual General Meeting
The annual general meetings are held in the municipality where the society’s statutes are established.
- All members that have not been suspended, as well as benefactors and anyone invited specially by the board or the annual general meeting, have permission to attend.
A suspended member may attend that meeting handling their suspension and has permission to speak at said meeting.
- With the exception of any suspended member(s), everyone has one vote at an annual general meeting. Every member with voting rights may appoint any other member with voting rights to vote on their behalf. One member may vote for no more than two other persons as proxy.
- An unanimous decision by all members with voting rights, whether in attendance or not, has, assuming the knowledge of the board, the same power as a decision made by the annual general meeting. This decision can also be made in writing.
- The chairperson determines the method of voting in an annual general meeting.
- All decisions that do not require a majority (as laid down by law or these statutes) are only taken with the absolute majority of votes cast. Proposals where votes tie are rejected forthwith. Ties in elections are decided by fate. When no absolute majority is achieved in an election between two or more persons, a new vote is held between the two with the most votes, if necessary, after an interim vote.
- The chairperson leads the annual general meeting or, should they be absent, the longest serving board member.
- Voting results announced by the chairperson to the annual general meeting are binding.
This goes for all contents of any decision made, where a vote was held on a proposal that was not in writing.
However, should the correctness of the chairperson’s decision be disputed in any way, a new vote must take place if the majority of the meeting attendees or (when the original vote took place individually and not in writing), a member with voting rights who is present, requests this. This new vote rescinds all legal rights of the original vote.
- All items on the agenda at the annual general meetings are minuted by the secretary or by someone appointed by the chairperson.
These minutes must be validated during the first following annual general meeting and signed to this effect by the chairperson and secretary of that meeting.
- There will be at least one general members’ meeting held annually and this must take place within six months following the end of a financial year, unless an extension is given by the annual general meeting. The board must present their annual report to the annual general meeting outlining the comings and goings of the society and detailing policies utilised. Details and an explanation of costs and deductions must be presented to the annual general meeting for approval. All documents must be signed by the board members; should any board member not be present, this must be noted and explained in writing. Following the designated period, all members with voting rights may legally demand that the full board fulfils its duties.
- Should any documents as mentioned in 14.1 be considered untrustworthy in any way due to the absence of an accountant’s declaration as specified in article 2:393/1 of the ‘Burgerlijk Wetboek’ then a committee of at least two members that are not in the board, will be appointed by the annual general meeting.
- The board is then duty bound to give the committee any and all necessary information required, including the petty cash and valuables, and access to all the society’s books and documentation.
- The committee will inspect everything as mentioned in 14.1 and 14.3.
- If this inspection should require knowledge of accountancy, then the committee may gain the support of an accountant at the society’s cost. The committee then reports to the annual general meeting.
- The board may call a general meeting at any time they deem fit or when it is legally required.
- When at least one tenth of the members request it in writing, the board must call a general meeting within four weeks of the request being made. Should there be no response to the request within fourteen days, those making the request may themselves call a general meeting in the manner described in 15.3 or by advertising in one popular daily newspaper. The requester(s) may then appoint someone other than the board members to run the meeting and to minute it.
- Calling for a general meeting is done with a written announcement to all with voting rights and with at least seven days notice.
- Agenda items must be listed on the invitation.
Changes to the statutes
- Changes to these statutes may only occur at the decision of the general meeting that is called into being with the announcement that a proposal to change the statutes will take place at said meeting.
- Those persons who have called the general meeting with a proposal to change the statutes must show – in a suitably accessible venue for the members, and, at least five days prior to the meeting and up until the day following the day of the meeting – a written proposal outlining the proposed changes to the statutes.
- A general meeting may only decide to change statutes with a majority of at least two thirds of the number of votes cast.
- Changes to statutes only occur following upon notarial deeds being drawn up.
Every board member is authorised to execute a deed to change statutes.
- 16.1 and 16.2 do not apply if all voters are present (or represented) and the decision to change the statutes is generally voted upon.
- Board members are duty bound to produce an authentic and outlined report on the deed of changes to the statues, and a full copy of the newly written statutes as they now stand, to the offices of the Chamber of Commerce where they are registered.
Dissolution and settlement
- Art. 16.1/.2/.3 and .5 are of course applicable by any decision of the annual general meeting on the dissolution of the society.
- By a decision taken as suggested in 16.1, the annual general meeting decides on what should happen to any assets.
This should be as much as possible in accordance with the society’s goals.
- The board handles settlement.
- Following dissolution, the society will persist and conditions of these statutes will remain in force as much as possible until such time as all settlement of assets has been achieved.
Any minutes or announcements or paperwork of any sort issued by the society must show ‘currently in liquidation’ next to the society’s name.
- Settlements will end when all assets are depleted as far as the board (who handles settlement) knows.
- Cash books etc. belonging to the now defunct society must be kept for ten years following dissolution. Those handling settlement may appoint the person who is tasked with keeping the books in storage.
- The annual general meeting can establish and also change one or more regulations covering subjects not already (or not completely) covered in these statutes.
- A regulation may contain no condition that is illegal or not in line with these statutes.
- Any decision to establish or change a regulation must be in compliance with article 16.1/.2 and .5.
The annual general meeting has hereby authority within the society, overall as assigned to other institutions but not covered by law, or listed here in these statutes.
- The initial board members are hereby appointed as:
– the aforementioned Mrs. Connie Sue Koorevaar-Goeks – chairperson
– Mrs. Nerissa Kellie Williams, born Kingston (Australia), nineteenth February nineteen hundred and seventy nine, currently residing at 1352 GN, Almere, Bosgouw 141 – secretary
– the aforementioned Ms. Sarah Jane Leonard – treasurer.
- The initial offices of the society are situated at: Bonietplein 8, 1317 RK, Almere.
- The first financial year of the society will end on the thirty first of December 2012.
The persons mentioned have appeared personally before me, notary public and the identities of all involved in this deed has been verified by the correct documents as mentioned previously in these statutes.
All duly noted in Almere as dated at the start of these deeds. The contents of these deeds has been handed over with explanation to the persons mentioned above. They have waved a full reading of the deeds and declare to have read, understood and agree with the contents in time for the deeds full execution.
Accordingly, these statutes were signed immediately following a limited reading of same by those in attendance and myself, notary public.
Issued for transcript/translation purposes