DEED OF INCORPORATION
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
1.1 In these articles of association the following definitions shall apply:
Articles of Association
the articles of association of the Association.
the legal entity to which these articles of association relate.
the management board of the Association.
the body formed by the members of the Association.
1.1 Terms that are defined in the singular shall have the corresponding meaning in the plural.
1.2 The term “written” or “in writing” shall also include the use of electronic means of communication.
NAME AND SEAT
2.1 The name of the Association is Rotterdam-Japan Club.
2.2 It has its corporate seat in Rotterdam, the Netherlands.
3.1 The object of the Association is the cultivation of friendly relations between senior Japanese and Dutch businesspersons in the Rotterdam area.
3.2 The Association tries to achieve these objects through, inter alia:
a. being open to the mutual cultures;
b. the organisation of annual events; and
c. the exchange of information.
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 Japanese or Dutch nationality, as well as they are Japanese or Dutch by birth. The division of Japanese and Dutch members is approximately fifty/fifty. On occasion and in deserving cases, the Board may decide to admit a non-Japanese or a non-Dutch member.
4.3 In principle, no more than ten percent (10%) of the Japanese or Dutch members may be of the same professional sector.
5.1 General members are individual Japanese or Dutch members selected on a personal basis. The division of Japanese and Dutch membership is approximately fifty/fifty.
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.
5.4 General members are obliged to active participation. A member, who does not participate in gatherings of the Association regularly, may be asked to withdraw.
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 Dutch or Japanese associate members shall not exceed ten percent (10%) of the number of Dutch or Japanese general members.
7.1 Honorary members are:
a. 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.
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
9.1 The Board shall maintain a register which contains the names and addresses of all members.
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 submit the correct address and any changes therein are at the member’s risk and expense.
MEMBERS – TERMINATION OF MEMBERSHIP
10.1 Membership shall terminate upon:
a. by death;
b. notice of termination given by the member;
c. 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 Association, if the member does not comply with its obligations towards the
Association or if the Association cannot be reasonably required to allow the
membership of a member to continue; and/or
d. 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 membership, 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.
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 represented.
11.3 The General Meeting shall appoint one Dutch and one Japanese board member as co-chairman, one board member as event specialist and one board member as treasurer. For each of these positions, the General Meeting may appoint a substitute from among its midst.
11.4 The General Meeting shall furthermore appoint a board member as secretary.
11.5 If the number of board members drops below the determined number, the other remaining board members or the only remaining board member shall form a competent body. The Board, however, must convene a General Meeting as soon as possible in order to fill the vacancy/vacancies.
BOARD MEMBERS – DISMISSAL / SUSPENSION
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 terminate by expiry of that period. If there was an employment relationship between the Association and the board member, the parties may not seek a court ruling that the employment relationship must be reinstated.
12.2 Board membership shall also terminate:
a. for board members appointed from the members, by termination of membership of the Association;
b. by retirement; and/or
c. by death.
THE BOARD – DECISIONMAKING
13.1 The determination made by one of the two persons appointed as co-chairman at the meeting with regard to the results of a vote shall be decisive. The same shall apply to the contents 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.
POWERS OF THE BOARD AND REPRESENTATION
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 register) and agreements whereby the Association commits itself as surety or as a joint and several 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:
a.either the Board; or
b.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
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 information, 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.
16.1 All powers within the Association that are not assigned by law or these Articles of Association 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:
a. the annual report referred to in Article 15;
b. the appointment of the commission referred to in Article 15;
c. filling vacancies, if any; and
d. 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 representing 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 meeting 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
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 allowed to speak before the General Meeting on their suspension.
17.2 The General Meeting 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 delegate of a section with more than one member has been suspended, the section may appoint 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 the meeting by way of an electronic means of communication. For participation in the meeting 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
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 appointment 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 appointed 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 record 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
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 20.1 is contested 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 consequences 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 provided 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 Association or to dissolve the association, may also be taken if all delegates are present or represented at a General Meeting, provided the vote is unanimous, even if no notice convening 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 meetings or any related formalities in that respect have not been observed.
GENERAL MEETING – Meetings
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
21.1 Without prejudice to the provisions of Article 19.9, an amendment to these Articles of Association 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 Association 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 suitable 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 proposed 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 majority of not less than two-thirds of the valid votes cast, irrespective of the number of members 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.
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 otherwise.
22.3 The liquidator(s) shall transfer to its members any credit balance of the Association’s capital 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
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 Association.