NAME, REGISTERED OFFICE AND DURATION
Article 1.
1. The foundation has the name: “Stichting Internationaal Onderwijs Twente” (SIO Twente)
2. It has its registered office in the municipality of Enschede.
3. The foundation is established for an indefinite period of time.
OBJECT
Article 2.
The foundation has as its object:
a. To stimulate high-quality international education in the Eastern Netherlands for pupils aged four to eighteen;
b. To promote interest in international education in the Eastern Netherlands.
The foundation aims to achieve this object by means of the following, inter alia:
- Making financial and other resources available upon request;
- Engaging in promotional activities aimed at the recruitment of pupils for international education;
- Making skilled staff available for the implementation and for the support of international education;
- Providing socio-cultural activities;
- Acquiring funds in order to realize its objectives.
ASSETS
Article 3.1. The assets of the foundation will consist of:a. Subsidies and donations;
b. Gifts, testamentary dispositions, and specific legacies;
c. All other acquisitions and revenues.
2. Testamentary dispositions shall be accepted only with the benefit of inventory.
MANAGEMENT
Article 4.
1. The foundation is managed by a board comprised of at least three (3) members, which is appointed by this deed for the first time. The number of its members shall be determined – with due observance of the provisions set out in the previous sentence – by the board unanimously.
2. The board (with the exception of the first board, whose members are appointed to their positions) shall appoint a chairman, a secretary and a treasurer from their number. The offices of secretary and treasurer may also be combined.
3. In the event of one (or more) vacancies arising within the board, the remaining board members shall unanimously (or the sole remaining board member shall) appoint one (or more) successor(s) to fill this vacancy (these vacancies) within two months after the vacancy (vacancies) has (have) arisen.
4. In the event one or more board members are absent for any reason whatsoever, the remaining board members or the sole remaining board member shall nonetheless constitute a legally valid board, subject to Article 7.
5. The board members do not receive any remuneration for their activities. They are, however, entitled to reimbursement of any expenses incurred by them during the exercise of their duties.
BOARD MEETINGS AND DECISION-MAKING BY THE BOARD
Article 5.
1. Board meetings shall be held in the municipality where the foundation has its actual address.
2. A meeting shall be held at least every calendar quarter.
3. Meetings shall furthermore be held whenever the chairman considers this appropriate or if a request to do so is addressed to the chairman, in writing and specifying in detail the items to be discussed at the meeting, by one of the other board members. If the chairman fails to respond to such a request in the sense that the meeting can be held within three weeks after the request is made, the person requesting is entitled to convene his/her own meeting with due observance of the required formalities.
4. The meetings will be convened – subject to paragraph
3 – by the chairman at least seven days in advance, not counting the day of the notice and the day of the meeting, by means of convocation notices.
5. The convocation notices shall state, in addition to place and time of the meeting, the business to be transacted at the meeting.
6. As long as all the board members holding office are present at a board meeting, valid resolutions may be taken on all the subjects that come up for discussion at the meeting, provided this is done unanimously, even if the conditions given by the articles for the convocation and holding of meetings have not been observed.
7. The meetings are chaired by the chairman of the board; in case of his/her absence the meeting itself shall appoint a chairman.
8. The secretary or one of the other attendees requested to do so by the chairman shall take minutes of the proceedings of the meetings. The minutes shall be approved during the next board meeting.
9. At the meetings the board may adopt valid resolutions only if the majority of its members being in office are present or represented at the meeting.A board member may be represented at the meeting by a fellow board member on submission of a power of attorney, to be judged adequate by the chairman of the meeting. Here a board member may act as authorized representative on behalf of one fellow board member only.
10. The board may also adopt resolutions without holding a meeting, provided all board members have been given the opportunity to express their opinion in writing, by telegraph, by telex or by fax. A report shall be drawn up by the secretary of a resolution adopted in this manner, while enclosing the replies that were received, which shall be enclosed with the minutes after having been co-signed by the chairman.
11. Each board member is entitled to cast one vote.Insofar as these articles do not stipulate a greater majority, all board resolutions shall be passed by an absolute majority of the valid votes cast.
12. All voting at the meetings shall be oral, unless the chairman requests a vote by ballot, or this is requested by one of the holders of voting rights prior to the voting.Written votes shall be cast by means of sealed and unsigned ballots
13. Blank votes shall be considered uncast.
14. In any disputes on voting not provided for in these articles, the chairman shall decide.
MANAGEMENT AUTHORITY AND REPRESENTATION
Article 6.
1. The board is charged with managing the foundation.
2. The board is entitled to decide to enter into agreements pertaining to the acquisition, alienation and encumbrance of property.
3. The board is not entitled to decide on the entering into agreements for which the foundation commits itself as joint and several debtor, warrants a performance by third parties or binds itself as a surety for others.
Article 7.
The foundation shall be represented judicially and extrajudicially by the board or by two board members acting jointly.
END OF BOARD MEMBERSHIP
Article 8.
Membership of the board shall end by the death of a board member, if a board member loses the right to dispose of his/her income, if he/she submits his/her resignation in writing (steps down) or if he/she is removed under Article 298 Book 2 of the Civil Code.
FINANCIAL YEAR AND ANNUAL ACCOUNTS.Article 9.
1. The financial year of the foundation coincides with the calendar year.
2. At the end of each financial year the books of the foundation shall be balanced. On the basis of this the treasurer shall draw up a balance sheet and profit and loss account over the past financial year, which annual accounts shall be presented to the board within six months after the end of the financial year.
3. The annual accounts are adopted by the board.
REGULATIONS
Article 10.
1. The board is entitled to draw up regulations governing those issues that are not provided by these articles.
2. These regulations must not be contrary to the law or to these articles.
3. The board is entitled to alter or cancel these regulations at any time.
4. To the adoption, alteration or cancellation of said regulations the provisions of Article 11 shall be applicable accordingly.
AMENDMENT OF THE ARTICLES
Article 11.
1. The board is entitled to amend these articles. The resolution pertaining thereto must be taken unanimously at a meeting at which all board members are present or represented without there being any vacancy within the board.
2. The amendment must be concluded by notarial deed under pain of being declared void.
3. The board members must file an officially certified copy of the amendment as well as the amended articles at the office of the Commercial Register of the Chamber of Commerce and Industry for the district in which the foundation has its registered office.
DISSOLUTION AND LIQUIDATION
Article 12.
1. The board is entitled to dissolve the foundation. The provisions of Article 11 paragraph 1 shall be applicable accordingly to the resolution pertaining thereto.
2. After dissolution the foundation shall continue to exist to the extent necessary for the liquidation of its assets.
3. The assets shall be liquidated by the board.
4. The liquidators shall see to it that the liquidation of the foundation is duly registered in the Register referred to in Article 11 paragraph 3.
5. During liquidation the provisions of this deed shall remain in force to the extent possible.
6. Whatever assets remain for the foundation after its liquidation shall be spent in accordance with the object of the foundation to the extent possible.
7. After conclusion of the liquidation, the accounts and documents of the dissolved foundation shall be held by the youngest liquidator for a period of ten years.
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