DEED OF INCORPORATION
ROTTERDAM-JAPAN CLUB
NOTE: THIS IS A TRANSLATION INTO ENGLISH OF THE ARTICLES OF ASSOCIATION (STATUTEN) OF A DUTCH ASSOCIATION (VERENIGING). DEFINITIONS INCLUDED IN ARTICLE 1 BELOW APPEAR IN THE ENGLISH ALPHABETICAL ORDER, BUT WILL APPEAR IN THE DUTCH ALPHABETICAL ORDER IN THE OFFICIAL DUTCH VERSION. IN THE EVENT OF A CONFLICT BETWEEN THE ENGLISH AND DUTCH TEXTS, THE DUTCH TEXT SHALL PREVAIL.
ARTICLES OF ASSOCIATION
DEFINITIONS
Article 1
1.1 In these articles of association the following definitions shall apply: Articles of Association the articles of association of the Association. Association the legal entity to which these articles of asso ciation relate.
Board the management board of the Association. General Meeting the body formed by the members of the Asso ciation.
1.2 Terms that are defined in the singular shall have the corresponding meaning in the plural.
1.3 The term “written” or “in writing” shall also include the use of electronic means of com munication.
NAME AND SEAT
Article 2
2.1 The name of the Association is Rotterdam-Japan Club.
2.2 It has its corporate seat in Rotterdam, the Netherlands.
OBJECTS
Article 3
3.1 The object of the Association is the cultivation of friendly relations between Japanese and non-Japanese businesspersons with seniority in the Rotterdam area.
3.2 The Association tries to achieve these objects through, inter alia:
- being open to the multicultural relationships;
- the organisation of annual events; and
- the exchange of information.
MEMBERS
Article 4
4.1 The Association has four types of members:
A.general members;
B.associate members;
C.honorary members; and
D.observing members.
4.2 The Board shall decide on the admission of members. Members can only be admitted if they have an affinity or interest in business related to Japan The Board makes efforts that Japanese members account approximately fifty percent of the total members.
4.3 In principle, no more than ten percent (10%) of the members may be of the same profes sional sector.
GENERAL MEMBERS
Article 5
5.1 General members may be individuals or legal entities .
5.2 The general members must pay an admission fee and an annual membership fee, the amount of which is determined by the General Meeting.
A new member joining on or after the first day of September of a year only needs to pay, beside the admission fee, half of the annual membership fee.
5.3 In special cases, the Board has the discretion to exempt, fully or in part, members from their obligation to pay the annual membership fee.
ASSOCIATE MEMBERS
Article 6
6.1 Persons who have actively participated in events of the Association and who are retired from business may be accepted as associate members of the Association by the Board.
6.2 The associate members must pay an annual membership fee, the amount of which is eighty percent (80%) of the annual membership fee for general members.
6.3 The total number of associate members shall not exceed ten percent (10%) of the total number of general members.
HONORARY MEMBERS
Article 7
7.1 Honorary members are:
- members of the founding board and the secretary of the Association; b. the ambassador of Japan for the duration of his/her stay in the Netherlands; and c. any specifically deserving person the Board may wish to appoint at its discretion from time to time.
7.2 Honorary members do not pay a membership fee.
OBSERVING MEMBERS
Article 8
8.1 Observing members are persons who due to the specific nature of the environment in which he/she is working (for example the Japanese Embassy or a Government Agency) are not permitted to become a full member.
8.2 The annual fee for observing members is sixty percent (60%) of the annual membership fee for general members. Observing members are exempted from paying the admission fee.
MEMBERS – ADMINISTRATION
Article 9
9.1 The Board shall maintain a register which contains the names and addresses of all mem bers.
9.2 Each member must notify the Association in writing of his address and any changes therein; this address remains valid for the association for as long as the member does not provide another address to the Association in writing. Any consequences of failure to sub mit the correct address and any changes therein are at the member’s risk and expense.
MEMBERS – TERMINATION OF MEMBERSHIP
Article 10
10.1 Membership shall terminate upon:
- death in case of an individual member;
- a corporate member becoming bankrupt or filing for moratorium of payment; c. notice of termination given by the member;
- notice of termination given by the Association. This may occur if a member no longer meets the requirements for membership laid down in these Articles of As sociation, if the member does not comply with its obligations towards the Associ ation or if the Association cannot be reasonably required to allow the membership of a member to continue; and/or
- removal of the member. This may only occur if a member acts in breach of these Articles of Association, the Association’s internal rules and regulations, or a valid resolution of the Association, or prejudices the Association in an unreasonable manner.
10.2 Termination of a membership by the Association shall be done by the Board.
10.3 The notification and removal periods, the effective date of the termination of the member ship, the manner of notification and removal and the resulting consequences as well as any appeals shall be laid down in the internal rules and regulations.
10.4 Furthermore, a member may terminate its membership with immediate effect within a month of being notified of a resolution to convert the Association into another legal entity or to enter into a legal merger (juridische fusie) or legal division (juridische splitsing).
10.5 Removal from membership shall be done by the Board.
10.6 Each member whose membership is terminated on the ground that continuation of the membership is not reasonably and each member who is removed from the membership can appeal against the termination or the removal in the General Meeting within a month of the communication of the decision of termination or removal. During the appeal period and pending the appeal, the member will be suspended.
10.7 If the membership terminates in the course of the Association’s financial year, the entire annual membership fee shall nevertheless remain due and payable.
THE BOARD
Article 11
11.1 The Board shall consist of at least five board members. Non-members may serve as board members. The General Meeting shall determine the number of board members. Board members shall be appointed by the General Meeting.
11.2 Board members are appointed for a period of five years and may be reappointed one time for an additional period of five years. A resolution for reappointment may only be taken by unanimous vote in a board meeting in which all board members are present or repre sented.
11.3 The Board shall appoint from among itself one non-Japanese and one Japanese board member as co-chairman, a secretary, an event specialist and a treasurer. For each of these positions, the General Meeting may appoint a substitute from among its midst. The posi tion as secretary, event specialist and/or treasurer may be combined.
11.4 The Board shall announce the appointments to the members.
11.5 Where one or more board members are no longer in office (ontstentenis) or are unable to act (belet), the remaining board member(s) shall be provisionally charged with the entire management of the foundation, subject to the obligation to fill the vacancy or vacancies as soon as possible. where all board members are no longer in office or are unable to act, the management shall be provisionally conducted by the person designated for that purpose by the General Meeting.
BOARD MEMBERS – DISMISSAL / SUSPENSION
Article 12
12.1 The board members may at all times be dismissed or suspended by the General Meeting. A suspension that is not followed within three months by a resolution to dismiss, shall ter minate by expiry of that period. If there was an employment relationship between the As sociation and the board member, the parties may not seek a court ruling that the employ ment relationship must be reinstated.
12.2 Board membership shall also terminate:
- for board members appointed from the members, by termination of membership of the Association;
- by retirement; and/or
- by death.
THE BOARD – DECISIONMAKING
Article 13
13.1 The determination made by one of the two persons appointed as co-chairman at the meet ing with regard to the results of a vote shall be decisive. The same shall apply to the con tents of a resolution passed, where there has been a vote about a proposal which has not been put in writing.
13.2 Further rules on meetings and resolutions of the Board may be laid down in the internal rules and regulations.
13.3 A board member may not participate in the deliberations and decision making of the board on a matter in relation to which he has a direct or indirect personal interest which conflicts with the interests of the Foundation. Where all board members have such a conflict of in terest, the decision shall nevertheless be taken by the board.
POWERS OF THE BOARD AND REPRESENTATION
Article 14
14.1 The Board is charged with the management of the Association, with the exception of the restrictions laid down in the Articles of Association.
14.2 Under its responsibility, the Board may order specific parts of its duties to be carried out by committees that it appoints.
14.3 Subject to the approval of the General Meeting, the Board is authorised to resolve to enter into agreements to acquire, dispose of or encumber registergoederen (property in respect of which rights can only be created or transferred by means of an entry in a public regis ter) and agreements whereby the Association commits itself as surety or as a joint and sev eral debtor, warrants performance by a third party or commits itself to furnish security for a debt of a third party. The absence of this approval can be invoked by or against third parties.
14.4 The Association shall be represented by:
- either the Board; or
- two board members acting jointly.
14.5 In any case in which the Association has a conflict of interest with one or more members of the Board, the General Meeting is allowed to appoint one or more persons to represent the Association.
RECORDS – FINANCIAL YEAR – ANNUAL REPORT – REPORTS Article 15
15.1 The Board shall keep appropriate records of the Association’s financial position and of all matters relating to the Association’s activities in compliance with the requirements arising from these activities and shall store the relevant books, documents and other data carriers in such a manner that the Association’s rights and obligations can be determined from these records at any given time.
15.2 The financial year of the Association run as from the first day of January through to the thirty-first day of December.
15.3 Each year, within six months after the end of the financial year, unless this period has been extended by six months by the General Meeting, an annual report on the course of events at the Association and the management conducted shall be prepared by the Board and presented at a General Meeting. The annual report and financial statements shall be signed by the members of the Board and if the signature of one or more of them is missing this shall be stated, giving the reason therefor. After expiry of this period each member can demand in court proceedings that the joint board members meet these obligations.
15.4 Yearly, the General Meeting appoints from among its midst two members to constitute a commission. The commission studies the documents referred to in Article 15.3 and gives an account to the General Meeting.
15.5 The Board is obliged to give the commission referred to in Article 15.4 any desired infor mation, to show the commission the cash and the values and to allow inspection of the books and the records of the Association.
15.6 The General Meeting can withdraw the commission at any time, however only by forming a new commission.
15.7 The Board shall keep the documents referred to in Article 15.1 and Article 15.3 for seven years.
GENERAL MEETING
Article 16
16.1 All powers within the Association that are not assigned by law or these Articles of Associ ation to other bodies shall accrue to the General Meeting.
16.2 Each year, no later than within six months of the end of the Association’s financial year, a meeting – the annual meeting – shall be convened in accordance with the provisions of Article 20. The annual meeting shall, inter alia, address the following:
- the annual report referred to in Article 15;
- the appointment of the commission referred to in Article 15;
- filling vacancies, if any; and
- proposals of the Board or of the members, announced in the notice convening the meeting.
16.3 Additional meetings shall be held whenever the Board considers this desirable.
16.4 Furthermore, the Board must convene a meeting whenever a number of delegates repre senting no less than one-tenth of the votes in the General Meeting have requested this in writing, whereby by the meeting must be convened in such a manner that is is held within four weeks of receipt of the request. If the request is not complied with within fourteen days, each of the persons who made the request shall have the right to convene the meet ing himself through a notice convening a meeting in accordance with Article 20 or by placing an advertisement in at least one daily newspaper that is frequently read in the city in which the association has its corporate seat.
16.5 The person(s) requesting the meeting may then charge others than the board members with chairmanship and secretaryship of the meeting, as well as the keeping of the minutes.
16.6 The requirement that the request be submitted in writing as referred to in Article 16.4 shall be deemed to have been complied with if the request has been recorded electronically.
ADMISSION AND VOTING RIGHTS
Article 17
17.1 All delegates of the Association and the Board shall be admitted to the General Meeting. Admission shall be denied to suspended members, suspended delegates and suspended board members, on the understanding that suspended members shall be admitted to the meeting in which the resolution to suspend them is discussed; suspended members are al lowed to speak before the General Meeting on their suspension.
17.2 The Board shall decide on the admission of people other than those referred to in Article 17.1.
17.3 Each delegate of the association who has not been suspended shall have one vote. If a del egate of a section with more than one member has been suspended, the section may ap point a substitute. Board members who are not members of the association shall have an advisory vote.
17.4 A delegate may be represented by a fellow delegate provided the latter holds a written power of attorney for this purpose.
17.5 The requirement that the power of attorney be in writing shall be deemed to have been complied with if the power of attorney has been recorded electronically.
17.6 The Board may decide that each delegate is entitled to exercise his voting rights in themeeting by way of an electronic means of communication. For participation in the meet ing in accordance with the previous sentence, it must be possible (i) for the member to be identified through the electronic means of communication, (ii) for the member to take note of the proceedings at the meeting directly and (iii) to exercise the right to vote.
17.7 The Board may set conditions for the use of the electronic means of communication; these conditions shall be stated in the notice convening the meeting.
17.8 The Board may decide that votes cast prior to the General Meeting through an electronic means of communication, albeit no sooner than the thirtieth day before the date of the meeting, are the same as votes cast during the meeting.
CHAIRMAN AND MINUTES
Article 18
18.1 Except in the situation as provided for in Article 17.4, the meetings shall be chaired by one of the two persons appointed as co-chairman of the Board. If both are missing, one of the other board members, shall act as chairman. If this method also fails to result in the ap pointment of a chairman, the meeting shall appoint its own chairman.
18.2 Minutes of each meeting shall be kept by the secretary or a person at the meeting ap pointed by the chairman to act as secretary. The minutes shall be adopted and signed by the chairman and secretary. The persons convening the meeting may have a notarial rec ord of the proceedings at the meeting drawn up. The members will be informed of the content of the minutes or the notarial record of the meeting.
GENERAL MEETING – RESOLUTIONS
Article 19
19.1 The determination of the chairman of the General Meeting with regard to the results of a vote shall be decisive. The same shall apply as to the contents of a resolution passed where there has been a vote about a proposal which was not put in writing.
19.2 Where the accuracy of the chairman’s determination as referred to in Article 19.1 is con tested immediately after it has been made, a new vote shall take place if the majority of the General Meeting so requires or, where the original vote did not take place by response to a roll call or in writing, if one person with the right to vote so requires. The legal conse quences of the original vote shall become void as a result of the new vote.
19.3 Unless otherwise provided for in these Articles of Association or the law, all General Meeting resolutions shall be passed by an absolute majority of the valid votes cast. 19.4 Blank votes and invalid votes shall be considered as not having been cast. 19.5 If, in a vote on persons, no single person has received an absolute majority of the votes, a second vote shall be held, or, in the event of a binding nomination, a second vote between the nominated candidates shall be held. If again no candidate obtained absolute majority, votes shall be held until either one person has obtained absolute majority or the vote was between two persons and resulted in a tie. In the votes following the second vote, the vote shall be between the person who obtained the largest number of the votes cast, excluding the person who obtained the lowest number of the votes cast. If in that vote, the lowest number of votes cast concerns more than one person, lost shall decide which of them shall be considered for a new vote. In the event of a tie between two persons, lots shall decide the issue.
19.6 Where there is a tie in any vote on an issue, no resolution shall have been passed.
19.7 All votes shall be decided verbally, unless the chairman deems it necessary to hold a vote by ballot, or one of the persons with voting rights requests the vote to be held by ballots before the voting takes place. Votes by ballot shall be by means of sealed and unsigned ballot papers. Resolutions may be adopted by acclamation, unless one of the persons with voting rights demands a vote by response to a roll call.
19.8 A unanimous resolution of all delegates, even if it is taken outside a meeting, and pro vided the Board has prior knowledge of it, shall have the same effect as resolution from the General Meeting.
19.9 Valid resolutions on all agenda items, including a proposal to amend the Articles of Asso ciation or to dissolve the association, may also be taken if all delegates are present or rep resented at a General Meeting, provided the vote is unanimous, even if no notice conven ing a meeting was given or if the meeting was not convened in the manner laid down in these Articles of Association, or if any other rule on the convening and holding of meet ings or any related formalities in that respect have not been observed.
GENERAL MEETING – CONVOCATION MEETINGS
Article 20
20.1 Except as provided for in Article 17.4, a General Meeting shall be convened by the Board at least fourteen days in advance, not counting the day of the convening notice and that of the meeting. The notice convening the meeting shall be sent in writing to the addresses of the members listed in the membership register referred to in Article 9.
20.2 The meeting may also be convened by way of a readable and reproducible message sent by electronic means to the address which the members who have agreed to being informed in such way have given to the Board for this purpose.
20.3 The notice convening the meeting shall state the agenda items to be discussed.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Article 21
21.1 Without prejudice to the provisions of Article 19.9, an amendment to these Articles of As sociation may only be effected through a resolution taken at a General Meeting, whereby the notice convening the meeting states that a proposal to amend the Articles of Associa tion will be put before the meeting.
21.2 Those convening the General Meeting for the purpose of submitting a proposal to amend the Articles of Association, must make available to the members for inspection at a suita ble location, from at least fourteen days prior to the meeting until the end of the day on which the meeting is held, a copy of that proposal containing the verbatim text of the pro posed amendments. The abovementioned copy shall also be sent to a member on demand.
21.3 Without prejudice to the provisions of Article 19.9, a resolution to amend the Articles of Association requires at least two-thirds of the votes validly cast in a meeting at which at least two-thirds of the delegates are present or represented.
Where a quorum is not present or represented as required under the preceding sentence, a second meeting shall be convened, to be held not less than two weeks and not more than four weeks after the first meeting; this second meeting may pass the resolution by a major ity of not less than two-thirds of the valid votes cast, irrespective of the number of mem bers that are present or represented at that meeting.
21.4 An amendment shall be effected by means of a notarial instrument. Each board member is authorised to cause the notarial instrument of amendment to the Articles of Association to be executed before a notary.
DISSOLUTION
Article 22
22.1 The Association shall be dissolved by a resolution of the General Meeting. The provisions of Article 19.1, 19.2 and 19.3 shall apply mutatis mutandis.
22.2 The liquidation shall be effected by the Board, unless the General Meeting decides other wise.
22.3 The liquidator(s) shall transfer to its members any credit balance of the Association’s cap ital remaining after the debts have been paid. Each member shall receive an equal part. However, another destination for the remaining credit balance may be determined in the resolution to dissolve the association.
INTERNAL RULES AND REGULATIONS
Article 23
23.1 The General Meeting may determine one or more internal rules and regulations which it can change at any time.
23.2 The internal rules and regulations may not be contrary to the law, even where the law is not mandatory, nor may they be contrary to the provisions of these Articles of Associa tion.