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NAME AND SEAT Article 1 l. The foundation bears the name: Foundation AMHDY, Foundation for the Advancement of the Management of Health and Disease of the Young, having its seat in the municipality of Groningen. 2. The foundation is established for an unlimited period.
PURPOSE Article 2 1. The objectives of the foundation are - improve the care of sick children in Suriname in particular and in the Caribbean in general; - make a contribution to the improvement in the care of sick children and the prevention of diseases in children; And furthermore, to do everything that is directly or indirectly related to, or which is in the interest of the objective, all in the broadest sense of the word. Among others, the foundation strives to accomplish its goals by: The development and sustenance of programs which hold the improvement of the level of care within one or more of the pediatric sub-areas as their goal. Among others one should think on educational projects for caregivers who work with sick children, on regional symposiums and conferences with themes addressing treatments for children and on the acquisition of medical equipment for the benefit of sick children. The setting up of and the support of projects that are more preventive in nature and thus also target healthy children and their parents/caretakers, for example projects that promote physical activity, that disseminate information and that address good nutrition.
EQUITY Article 3 The equity of the Foundation is made up of: - subsidies; - donations, legacies and testamentary dispositions; - All other acquisitions and benefits
BOARD Article 4 1 The board of the foundation consists of at least three members, and is appointed for the first time at the passing of this deed. The number of members is stipulated by the board by general vote, with due consideration for that which was stated in the previous sentence. 2. The board (with the exception of the first board, for which the members are appointed to functions) chooses from among its membership a chairperson, a secretary and a treasurer. The functions of secretary and treasurer may also be filled by one person. 3. The board can establish a schedule of resignations. Board members, whose membership on the board ends according to this schedule of resignations, may be reappointed. 4. At the time one (or more) vacancies become available within the board, the remaining board member(s) will, by general vote (or the sole remaining board member), see to their replacement within two months of the vacancy by appointing one (or more) successor(s), this taking into consideration the schedule of resignations as established by the board. 5. Should one or more members of the board be missing, for whatever reason, then the remaining board members, or the sole remaining board member, will constitute a legitimate board notwithstanding, save as determined in article 7. 6. The members of the board receive no compensation for their work. They do have the right to reimbursement of expenses incurred in the execution of their function.
BOARD MEETINGS AND BOARD DECISIONS Article 5 1. The board meetings will be held in Amsterdam. 2. A meeting will be held at least every calendar quarter. 3. Meetings are to be held at the determination of the chairperson, or upon a request of another board member, which request must be accompanied by a detailed description of matters to be addressed. In the event that the chairperson does not so act upon such a request that the meeting can be held within three weeks of the request, then the requesting board member is authorized to convene the meeting himself, taking into account the required formalities 4. The convocation to the meeting will be prepared in writing, save as determined in section 3 by the chairperson, at least seven days before, not counting the day of convocation and the day of the meeting. If the chairperson deems this to be necessary, the convocation will take place by means of registered mail. 5. The convocation letters indicate, besides place and time of the meeting, the topics to be handled. 6. Valid decisions can be taken on all topics discussed, as long as all functioning board members are present at the board meeting and provided that this is done by general vote. This, even if the requirements for calling and holding meetings in accordance with the articles of incorporation, had not been met. 7. The meetings are led by the chairperson of the board; in his absence, the members will appoint a chairperson for the meeting from among themselves. 8. Minutes of all matters discussed in the meetings are taken by the secretary or one of those present as proposed by the chairperson. The minutes are approved and signed by those who functioned in the meeting as chairperson and secretary. 9. The board can only take valid decisions in meetings where a majority of its functioning members are present or are represented. A board member can be represented by another board member upon presentation of a written power which, in the judgment of the chairperson, is considered as satisfactory. A board member may act as authorized person for one other board member only. 10. The board can take decisions outside of meetings as well, on the condition that all board members are given the opportunity to express their opinion in writing or by telefax. The secretary makes up an account of such a decision and attaches the responses received. After the co-signature of the chairperson they are added to the minutes. 11. Every board member has the right to vote. So far as the articles of incorporation do not require a greater majority, all decisions will be taken based on an absolute majority of valid votes cast. 12. All voting during the meetings takes place orally, unless the chairperson decides that a written vote is necessary or one of the eligible voters so desires. Written voting takes place using unsigned, closed paper ballots. 13. Blank votes are treated as not having voted. 14. In all disputes regarding votes cast, for which the articles of incorporation does not provide, the chairperson decides.
AUTHORITY AND REPRESENTATION Article 6 l. The board is charged with the management of the foundation. 2. The board is authorized to decide to enter into agreements to acquire, discharge of and encumber registrable goods. 3. The board is not authorized to decide to enter into agreements in which the Foundation commits itself as surety or co-debtor, or to stand in for a third party or to guarantee a debt of another Article 7 1. The board represents the foundation. 2. The representative authority is shared by two board members who act together 3. The board can lend power of attorney to one or more board members, as well as to third parties, to represent the foundation, within the bounds of that power.
TERMINATION END OF BOARD MEMBERSHIP Article 8 Board membership ends: at the death of a board member, at the loss of the free use of his/her faculties, by written resignation, by retorment due to scheduled rotation as referred to in article 4 section 3, as well as by dismissal on the basis of article 298 Book 2 of the Civil Code
BOOK YEAR AND FINANCIAL STATEMENTS Article 9 1. The fiscal-year of the foundation is the same as the calendar year. 2. As of the end of each fiscal-year the accounts of the foundation are closed. From these the treasurer compiles a balance sheet and a statement of income and expenditures over the year then ending, which financial statements must be presented to the board within six months of the end of the book year. 3. The financial statements are approved and accepted by the board.
BY-LAWS Article 10 l. The board is authorized to establish by-laws in which those subjects not addressed in the articles of incorporation are arranged. 2. The by-laws may not be at variance with the law or the articles of incorporation. 3. The board may at all times change or annul the by-laws. 4. Article 11 section 1 applies in the case of the introduction, change or annulment of the by-laws.
CHANGE IN THE ARTICLES OF INORPORATION/MERGER/SPLITS Article 11 l. The board is authorized to change the articles of incorporation. The decision to do this must be taken by general vote in the meeting in which all board members are presented or are represented, with no vacancies in the board 2. The change must be effected by notaries deed, on pain of invalidity. Each board member is authorized to effect the necessary need. 3. The members of the board are obliged to lodge an authentic-copy of the change as well as the changed articles of incorporation at the offices of the chamber of commerce in the area where the foundation has its seat 4. The provisions in this article are also applicable in case of a merger and/or a splitting of the foundation.
DISOLUTION AND SETTELEMENT
Artikel 12 1. The board is authorized to dissolve the foundation. At a decision in this regard article 11 section 1 shall apply 2. The foundation will continue to exist after its dissolution as far as this is necessary in the interest of settling its equity. 3. Settlement of equity is done by the board, in so far as the board had not appointed another to conduct such settlement. 4. The settlelors ensure that the dissolution of the foundation is effected in the registers as referred to in article 11 section 3. 5. During the settlement, the terms of these articles of incorporation,\ will as much as is possible, apply. 6. A positive net balance of the equity of the foundation is to be applied as much as is possible in accordance with the purpose of the foundation. 7. Subsequent to the settlement, the accounts and documents of the disolved foundation will remain for seven years with the youngest settlelor. Artikel 13 In such cases not arranged in the articles of incorporation , the by-laws or the law, the board decides. |