|
Statutes Foundation Kon Thai dated June 23, 2009
Article 1 Name:
The foundation bears the name: Stichting Kon Thai.
2. It has its headquarters in the town of Gorinchem.
Article 2 Purpose:
1. The foundation seeks to:
a. the maintenance and promotion of Thai culture;
b. the (co-) organization of various Thai cultural activities;
c. the manifest and (or) to develop ideas, concepts, events and venues;
d. supporting initiatives like effect from the Thai community in Europe;
e. the provision of (emergency) assistance and support among other financial and physical meaning to orphans, elderly and other dependents in Thailand;
f. perform any further acts which the above in the broadest sense related or could help.
2. The foundation seeks its aim to achieve by:
a. develop and implement projects that contribute to achieving the goal;
b. channeling, organize and / or support of activities and the acquisition and provision of know-how and all other appropriate means to achieve the objective to contribute;
c. working with governments and other public bodies and / or organizations;
d. raising funds and sponsorship;
e. visits and participate in Asian events and festivals, especially in Europe to the foundation and its activities to promote.
Article 3 Directors: composition and method of appointment
1. The Board of the Foundation consists of the administration to adopt some of at least two directors.
2. The directors are appointed and suspended by the Board. In vacancies as soon as possible be provided. The Board shall elect a chairman, a secretary and a treasurer. The functions of secretary and treasurer may be filled by one person.
3. The directors are appointed for an indefinite time.
4. If one or more vacancies in the management reserves the administration of its powers.
5. The directors received no remuneration for their work.
They have a right to reimbursement of their in the performance of their duties incurred.
Article 4 Board: tasks and responsibilities
1. The Board is responsible for driving the foundation.
2. The Board is empowered to decide to enter into agreements to acquire, transfer and encumbrance of registered property.
3. The Board is empowered to decide to enter into agreements with the foundation as a guarantor or co-debtor jointly and severally, for third or strong to guarantee a debt of another net.
4. Erfstellingen only the privilege of estate description accepted.
Article 5 Board: Meetings
1. The meetings of the Board shall be held in Netherlands on the place as the notice is given.
2. Annually within six months after the end of the year a meeting of the Board (the Meeting) were held, where each case is dealt with the determination of the balance sheet and statement of income and expenses. In addition, a quarterly meeting.
3. In addition, meetings were held, where one of the drivers so the call.
4. The notice convening a meeting at least seven days before the day of the convocation and the meeting is not included through the convening letter.
5. A notice letter states, except time and place of the meeting, to be covered.
6. The meetings are led by the chairman. If this is absent, the present in charge of the meeting. Until that time, the meeting led by the oldest age available driver.
7. The minutes of the meeting Secretary. In the absence of the Secretary, the minutes indicated by the person who leads the meeting. The minutes were adopted and signed by those attending the meeting as Chairman and minutes have been. The minutes are then kept by the secretary.
8. Access to meetings of the Board, the directors in office and those appointed by the Board are invited.
Article 6, Policy: Decision-making
1. The Board may decide at a meeting only if the majority of the directors in office present or represented.
A driver in a meeting by another driver be represented after written, at the discretion of the chairman of the meeting sufficient authorization is issued. A driver can only another driver as an action. Is a meeting the majority of the directors in office present or represented will be half meeting convened to be held no earlier than two and no later than four weeks after the first meeting. In this second meeting can regardless of the number of present or represented to be decided on those points at the first meeting were placed on the agenda. The notice convening the second meeting should be mentioned that, and why a decision can be taken irrespective of the number of present or represented.
2. While in a meeting all the directors in office are present, are valid decisions on all issues discussed next, if unanimous, even though the statutes the rules for calling and holding of meetings has not been observed .
3. The Board may unanimously beyond meeting decisions. From such a decision by the Secretary up a story that, after co-signed by the Chairman and minutes kept.
4. Each driver has the right to cast one vote.
Insofar as these statutes do not require larger majority are administrative decisions taken by an absolute majority of valid votes cast.
5. All voting at a meeting shall be made orally, unless one or more directors before the vote, a written ballot request.
Written vote shall be by unsigned, signed papers.
6. Blank votes are considered not to have been delivered.
7. In any dispute about ballots, the chairman of the meeting.
Article 7 Board: defungeren
A driver defungeert:
a. by his death or if the driver is a legal person, its dissolution or if it ceases to exist;
b. the loss of full control of his assets;
c. by his resignation;
d. resign him by the government drivers;
e. his resignation under Article 2:298 Civil Code.
Article 8 Representation
1. The board represents the foundation.
2. The authority is also to two directors acting jointly.
3. The Board may grant a proxy to one or more directors, as well as third parties, to the foundation within the limits of that power of attorney to represent.
Article 9 Financial and accounting documents
1. The financial year of the foundation is equal to the calendar year.
2. The Board is required of the assets of the foundation and everything on the activities of the foundation, to the requirements arising from this work, such records and to associated books, documents and other data carriers in such a way keep it at any time that the rights and obligations of the foundation can be known.
3. The board is required each year within six months after the end of the year the balance sheet and statement of income and expenses of the foundation to make paper and to be fixed.
4. The Board is required in the preceding paragraphs books, documents and other data carriers for seven years.
5. The data medium data, except the paper alleged balance and statement of income and expenses, are in a different medium will be transferred and stored, provided that the transfer shall be accurate and complete view of information and data throughout the storage time available and within reasonable time can be made readable.
Article 10, Rules
1. The Board is empowered to adopt rules, in which those issues, which in the opinion of the board (further) regulation need.
2. The rules may not by law or these bylaws conflict.
3. The Board is empowered to amend the Rules or terminate.
4. The adoption, amendment and termination of the Regulations, the provisions of Article 11 paragraph 1 shall apply.
Article 11 Amendment
1. The Board is empowered to amend this. A decision to amend must be taken unanimously in a meeting at which all directors are present or represented.
2. The change must, on pain of nullity, by notarial deed as well. Each driver is individually responsible to execute the deed.
3. The directors are required to serve a certified copy of the amendment and the amended statute to be filed at the office of the trade.
Article 12 Dissolution and liquidation
1. The Board is empowered to dissolve the foundation.
2. On the decision of the Board to rescind the provisions in Article 11 paragraph 1 shall apply.
3. If the board decides to dissolve is also the destination of the liquidation balance established. In other cases of dissolution, the destination of the liquidation balance determined by the liquidators.
4. After winding the liquidation by the directors, unless the decision to dissolve others to be appointed liquidators.
5. After the settlement, the books and records of the dissolved foundation for the law term resignation of the person appointed liquidators.
6. On the settlement are the provisions of Title 1, Book 2 of the Civil Code applies
Article 13 Final Provisions
1. In all cases, where both the law and these statutes not be decided by the Board.
2. Under these statutes in writing through the usual means any communication transmitted message, which appears in writing.
3. The first year of the foundation ends on December one and thirty two thousand and nine
|
