Mr. L. DE KOONING
Noordzijde Haven 15
3252 BH Goedereede COPY
Tel. 0187-492322 ASSOCIATION
Today July the second two thousand and four
appeared before me, mr. Leendert de Kooning, notary with registered office in Goedereede
1. Miss Kim Reinier Lucia Zwitserloot, residing at 6211 KL Maastricht, Bonnenfantenstraat 3.B, born in Heerlen on May the first nineteen hundred eighty one, identifying herself with her passport, number M13842314, issued in Maastricht on March the twentieth two thousand and one, single and no registered partner and not been married before or been registered partner.
2. Miss Francesca Fedrizzi, residing at 38100 Trento (Italy), Via Milano 49, born in Isola Della Scala (Italy) on July the eighteenth nineteen hundred seventy nine, of Italian nationality, identifying herself with her Italian passport, number 888394R, issued in Trento (Italy) on January the eighth two thousand and two, single and no registered partner and not been married before or been registered partner.
3. Mister Koen Gerard Berden, residing at 3011 TL Rotterdam, Oostmolenwerf 144.2, born in Tegelen on August the third nineteen hundred seventy six, identifying himself with his passport, number N96765300, issued in Rotterdam on February the seventh two thousand, single and no registered partner and not been married before or been registered partner.
4. Mister Ozan ?akmak, residing at 100 Yil Girne Mah., 36 CAO. 8/7, Balgat/Ankara (Turkey), born in Diyarbakir (Turkey) on August the ninth nineteen hundred eighty one, of Turkish nationality, identifying himself with his Turkish passport, number 286438, issued in Ankara (Turkey) on April the twelfth two thousand and four, single and no registered partner and not been married before or been registered partner.
5. Miss Malgorzata Stanislawa Chudnik, residing at 2152 LJ Nieuw Vennep, Hoofdweg 983, born in Rzeszow on September the twenty eighth nineteen hundred eighty, of Polish nationality, identifying herself with her Polish passport, number AH8725719, issued on June the twenty fifth two thousand and three, single and no registered partner and not been married before or been registered partner.
The parties declared:
to set up an association to which the following statutes apply:
Name and seat
1. The association bears the name: ?Association AEGEE Academy?.
2. The association has its registered office in the city of Utrecht.
3. The association is linked to the ?Association des Etats G?n?raux des Etudiants de l?Europe? ? hereafter to be called: AEGEE, by means of a specially signed document.
AEGEE is an association founded according to French law and is registered in Paris, France under number 01.07.1901. By signing this document, the association is entitled to bear the name association AEGEE-Academy.
The association is an educational institute and its object is to support the effectivity and productivity of students? activities within NGO?s by improving the qualities and knowledge of European students and further all which is connected to that in the broadest sense, belonging to that and/or can be conducive.
The property of the association shall be built up by:
– subsidies and other contributions
– donations, testamentary dispositions and legacies
– all other acquisitions and benefits
The association can only accept testamentary dispositions under the benefit of inventory.
1. The association has been founded for an indefinite period
2. The financial year of the association shall commence on October the first and end on October the first of the following year.
3. At the end of every financial year, the treasurer shall draw up the balance sheet and a statement of expenditure and revenue of the closed financial year, which annual statement of accounts shall be offered at the General Meeting after closing the financial year and accompanied, in case the subsidients desire, by a report of a chartered public accountant or an accountant administration consultant.
4. The annual statement of accounts shall be decided on by the General Meeting. Confirmation of the annual statement of accounts by the General Meeting shall discharge the treasurer from the administration conducted by him.
1. The association has members.
2. Members are those who have applied as member in writing to the board and have been accepted as member by the board. This is shown by a declaration issued by the board.
In case of non-acceptance by the board the general meeting can still decide on acceptance.
3. Only those can be members who have been active within the European context of the AEGEE association for a minimum of six months, as well as members of local AEGEE departments who have paid their membership fees on a regular basis, as well as AEGEE Alumni.
4.The membership is personal and cannot be transferred or acquired by succession.
1. Membership shall terminate:
a. at the decease of the member
b. in case of resignation by the member
c. in case of termination by the association
d. in case of expulsion
2. Resignation of the membership by the member can take place at all times. This takes place in writing to the board.
Membership ends immediately:
a. in case it cannot in reason be asked of the member to continue the membership.
b. within one month after a decision, by which the rights of the members have been limited or their obligations have been increased, has become known or has been announced to a member unless it concerns an alteration of the financial rights and obligations.
c. within one month after a decision has been announced to a member concerning transformation of the association into another legal form or merger.
3. Termination of the membership by the association can be done by the board towards the end of the current financial year in case the member has stopped to fulfil the requirements which have been laid down at that moment by the statutes for membership.
Termination is subject to at least four weeks? notice.
In case a termination has not taken place in time, the membership shall continue until the end of the following financial year.
The termination can however lead to immediate termination of the membership when it cannot in reason be asked of the association to continue the membership.
The termination always takes place in writing stating the reasons.
4. Expulsion as a member can only be pronounced when a member acts contrary to the statutes, regulations or decisions of the association or when the member unreasonably damages the association. It is carried out by the board, which notifies the member of the decision as soon as possible, stating the reasons. The member concerned is entitled to lodge an appeal with the general meeting within one month after receiving the notification.
During the period for appeal and pending the appeal the member is suspended.
A suspended member does not have the right to vote.
1. Contributors are those who have been accepted as contributor by the board. The board has the right to end the contributorship by means of a written notice.
2. Contributors are under the obligation to make a financial donation to the association each year, for which the minimum amount is determined by the general meeting.
3. Contributors only have the right to attend the general meeting. They do not have the right to vote, but they do have the right to speak.
Each member has to pay a yearly contribution. The amount of the contribution is determined by the general meeting.
1. The board consists of at least three natural persons who choose from their midst a chairman, a secretary and a treasurer.
2. The board members are appointed by the general meeting from among members of the association.
The chosen board members require the permission of the Comit? Directeur of AEGEE. Within three months after the General Meeting in which one or more new board members have been appointed, the board has to give notice of the names of these board members to the Comit? Directeur. In case the Comit? Directeur does not object within one week after this notice, the required permission is granted.
The general meeting determines the number of board members.
3. At all times, board members can be suspended or discharged by the general meeting stating the reasons. The general meeting decides on suspension or discharge with a majority of two thirds of the votes given.
4. The suspension ends when the general meeting has not decided to discharge within three months after the suspension. The suspended board member is given the opportunity to justify himself in the general meeting and can have a legal adviser assist him.
5. Board members are appointed for a period of half a year. In this respect, half a year is understood to mean the period between two successive half-yearly general meetings. A resigning board member is immediately eligible for reappointment.
6. In case the number of board members has dropped below the minimum mentioned in section 1, the board nevertheless remains competent. The board is under the obligation to call a general meeting as soon as possible, in which the filling of the vacancy/vacancies is considered.
7. When sometime all board members should become absent before the filling of the arisen vacancies took place, that filling will be carried out by the Comit? Directeur at the request of every interested party. This board will act as interim board and within the shortest possible period of time call a General Meeting to elect a new board.
1. The board is charged with the management of the association.
2. The board is, with prior permission of the general meeting, authorized to decide to enter into agreements for the purpose of the acquisition, alienation and encumbrance of register-bounds goods as well as to enter into agreements by which the association commits itself as guarantee or several co-debtor or commits itself to giving security for the debt of another person.
1. The board represents the association.
2. The representation competence also comes to the chairman together with the secretary or the treasurer, or to the secretary together with the treasurer.
3. Against an act contrary to article 10 section 2 an appeal can be lodged against third parties.
4. The board can authorize one or more board members, as well as third parties, to represent the association within the boundaries described in that authorization.
Board meetings and Board resolutions
a. The board meetings are held at the place or location to be each time determined by the board.
b. Each half year at least two meeting shall be held.
c. The board provides for sufficiently effective means of communication.
d. Meetings shall furthermore in each case be held, when the chairman finds it advisable or in case one of the other board members in writing or in another adequate manner and stating the exact items to be dealt with, directs this request to the chairman. In case the chairman does not act upon such a request within three weeks, the requestor is entitled to convene a meeting in compliance with the necessary formalities.
e. The call for the meeting is done ? except for that which has been laid down in section d ? by the chairman, at least seven days in advance, not including the day of the call and the day of the meeting, in writing or in another adequate manner.
f. The call shall state besides place and time the subjects to be dealt with as well.
g. In case the regulations for calling together and holding meetings as laid down in the statutes have not been complied with, valid resolutions on all the subjects under discussion can nevertheless be passed in a board meeting, on condition that in the concerning board meeting all members in office are present and on condition that the concerning resolutions are passed unanimously.
h. The meetings are presided over by the chairman of the board; at his absence the meeting shall appoint its own chairman.
i. The items dealt with in the meetings shall be entered in the minutes by the secretary or by one of the other persons present, at the request of the chairman. The minutes shall be confirmed in the next meeting. After confirmation the minutes will be made known to the members.
j. The board can also pass resolutions between meetings, on condition that all board members have been given the opportunity in writing, or by means of another corresponding medium, to express their opinion. The secretary shall draw up an account from a resolution passed in such way, which shall be included in the minutes after being co-signed by the chairman.
k. Each board member is entitled to give one vote. Resolutions can only be passed unanimously. In case the votes are equally divided, the chairman?s vote decides.
l. All votes at the meeting take place orally, unless the chairman finds a written vote advisable or one of the voting members requires this before the vote. Written vote takes place by means of unsigned closed papers.
m. Abstentions are considered not to be given.
n. In all disputes with regard to votes, the chairman of the meeting decides.
Termination of membership of the board
The membership of the board shall terminate:
a. at the decease of the board member;
b. at the loss of the free disposal of his property;
c. at written resignation (resign);
d. at resignation on the basis of article 2:298 of the Burgerlijk Wetboek (Dutch Civil Code);
e. at a decision unanimously taken by the other board members, in case of a weighty argument, for which decision the permission of the Comit? Directeur of AEGEE is required.
f. at periodical resignation.
The Delegates of the association to the General Meeting of AEGEE are appointed by the board.
The board is authorized to establish one or more committees (such as a committee of recommendation) of which the duties and competences shall then be laid down in the regulations, as referred to in article 23.
The General Meeting of the association is held once per half year at the location of the General Meeting of AEGEE.
1. The members who are not suspended, the contributors and those, who have been invited by the board and/or the general meeting, have access to the general meeting. A suspended member has access to the general meeting dealing with the decision on his suspension, and is entitled to speak about this subject.
2. With the exception of a suspended member, each member has one vote in the general meeting. Each voting member can give an authorization in writing to another voting member to give his vote. A voting member can act as authorized representative for a maximum of two persons.
3. A unanimous decision of all voting members, even though they have not met in a meeting, has, providing that it has been taken with the board?s prior knowledge, the same effect as a decision of the general meeting. This decision can also be effected in writing or by means of another corresponding medium.
4. The chairman determines the manner in which the votes in the general meeting are taken.
5. All decisions for which the law or these statutes do not require a larger majority are taken with an absolute majority of the votes given. In case of equality of votes about means the proposal is rejected. In case the votes are equally divided on the election of persons, it is decided by lot. If nobody has gained an absolute majority in an election between more than two persons, there will be a second ballot between the two persons who gained the largest number of votes, if necessary after an intermediate ballot.
1. The general meetings are presided over the chairman or, at his absence, by the oldest board member present.
When there are no board members present, the meeting will provide for the chairmanship itself.
2. The decision about the result of a vote, declared by the chairman at the general meeting, is binding.
The same applies to the content of a decision taken, as far as the vote concerned a proposal that has not been laid down in writing.
In case the accuracy of a decision of the chairman is disputed immediately after its declaration, a new vote will take place, in case the majority of the meeting, or, in case the original vote did not take place by call or in writing, a person present who is entitled to vote, desires so.
By means of this new vote, the legal consequences of the original vote will be cancelled.
3. The items dealt with in the general meeting will be entered in the minutes by the secretary or by another person appointed by the chairman. The secretary or another person appointed by the chairman will also draw up an attendance list.
These minutes shall be confirmed in the next general meeting and in evidence whereof signed by the chairman and secretary of that meeting.
1. Each year at least two general meetings are held, during the two General Meetings of AEGEE, save as otherwise decided by the general meeting. In this general meeting the board gives its biannual report about the general affairs within the association and the pursued policy. It submits the balance sheet and a statement of expenditure and revenue with a commentary to the general meeting for approval.
These documents are signed by the board members; in case the signature of one or more of them fails, this will be reported stating the reasons. After the expiration of the term each member can demand by legal process that the joint board members fulfil these obligations.
2. In case a statement with regard to the faithfulness of the documents referred to in the previous section from an accountant as referred to in article 2:393 section 1 of the Burgerlijk Wetboek (Dutch Civil Code) is not submitted to the general meeting, the general meeting will then, yearly, appoint a committee of at least two members who are not to be part of the board.
3. The board is under the obligation to provide the committee with all requested information for the purpose of its investigation, to show it the cash and the values on request and give inspection of the books and documents of the association.
4. The committee shall inspect the documents referred to in section 1 and section 3.
5. In case this investigation requires special accounting knowledge in the opinion of the committee, it can call in an expert at the expense of the association. The committee will report its findings to the general meeting.
1. General meetings are called by the board as often as it finds this advisable or is under the obligation to do so by law.
2. At the written request of at least one tenth of the voting members, two members of the board or by the Comit? Directeur, the board is under the obligation to call a general meeting, to be held within four weeks after submission of the request.
In case this request is not complied with within fourteen days, the requestors themselves can proceed to convening the general meeting in the manner as laid down in section 3. The requestors can in that case charge others than the board members with the chairmanship of the meeting and drawing up the minutes.
3. The call for the general meeting is made by means of an effective notification in writing or through another corresponding medium to the voting members in a term of at least fourteen days.
The call shall state the subjects to be dealt with.
Amendment to the statutes
1. Amendment to the statutes can only take place by means of a decision of the general meeting, which has been called with the notification that an amendment to the statutes will be proposed in that meeting.
2. Those who have called the general meeting for dealing with a proposal for an amendment to the statutes shall at least fourteen days before the day of the meeting submit a copy of that proposal, in which the proposed amendment is included verbatim, for inspection at a location suitable for that purpose to the members, until after expiration of the day, at which the meeting has been held, or send it to the members by means of a generally accepted corresponding medium.
3. The general meeting can only decide on an amendment to the statutes with a majority of at least two thirds of the number of votes given.
4. The amendment to the statutes will only come into force after a notarial act has been drawn up.
Each of the board members is authorized to have the statutes amendment act drawn up.
5. That which has been laid down in the sections 1 and 2 does not apply in case all voting members are present or represented in the general meeting and the decision on an amendment of the statutes is taken unanimously.
6. The board members are under the obligation to deposit an authentic copy of the statutes amendment act and the full continuous text of the statutes, as they read after the amendment, at the offices of the register kept by the Kamer van Koophandel en Fabrieken (Dutch Chamber of Commerce).
Dissolution and liquidation
1. That which has been laid down in article 21 sections 1, 2, 3 and 5 applies by analogy to a decision of the general meeting to dissolve the association.
2. At the decision referred to in the previous section, the general meeting shall determine the allocation of the profit balance, within AEGEE, and as much as possible in accordance with the purpose of the association.
3. The liquidation shall be carried out by the board.
4. The association shall continue to exist after dissolution as far as this is necessary for the liquidation of its property. During the liquidation the provisions of the statutes remain valid as much as possible. In documents and announcements originating from the association, the words ?in liquidation? are to be added to its name.
5. The liquidation shall end at the time when no more benefits known to the liquidator are present.
6. The books and documents of the dissolved association have to be kept during ten years after the expiration of the liquidation. Keeper is the person appointed as such by the liquidators.
1. The general meeting is authorized to lay down or amend one or more regulations, in which subjects are regulated that are not fully provided for or not provided for by these statutes.
2. A regulation cannot contain provisions that are controversy to the law or these statutes.
3. That which has been laid down in article 21, sections 1, 2 and 5 shall apply by analogy to decisions on the determination and the modification of a regulation.
In the association, all competences that have not been assigned to other organs by law or the statutes, will fall to the general meeting.
Finally the parties declare:
All founders will accede to the association as members. They appoint as first board members:
1. Miss Kim Reinier Lucia Zwitserloot, afore-mentioned, as chairwoman;
2. Miss Francesca Fedrizzi, afore-mentioned, as secretary;
3. Miss Else Marije Boss, residing at 3581 EB Utrecht, Mgr. van de Weteringstraat 43bis, born in Haarlem on November the fifteenth nineteen hundred seventy nine, single and no registered partner and not been married before or been registered partner, as treasurer;
4. Mister Koen Berden, afore-mentioned, as general board member;
5. Mister Ozan ?akmak, afore-mentioned, as general board member;
6. Miss Malgorzata Stanislawa Chudzik, afore-mentioned, as general board member.
The statutes can determine that one or more board members, if less than half, are appointed by other persons than the members.
The parties are known to me, notary
As witness the hands of the parties, the original is drawn up in Goedereede on the date as mentioned in the head of this act.
After objective statement and explanation of the content of this act to the appeared persons, these have declared by common consent to have taken note of the content of this act and not to appreciate a full reading of this.
Thereupon this act is, after limited reading, signed by the parties and me, notary.
In the event of discrepancies or ambiguity between the original Dutch version of these statutes and this translation, the Dutch text shall prevail.