NAME AND LOCATION
1. The foundation is named: STICHTING FOUNDATION FOR A BETTER WORLD (abbreviated: FFABW).
2. It is located in Almere.
1. The foundation aims to:
a. Develop environmentally friendly energy-producing and saving devices and systems under free Open Source license
b. Set up a standard to secure and to use these devices and systems
c. Disseminate knowledge via the internet
d. Ensure recognition for the creators and developers, and the same in the broadest sense of the word.
2. The foundation tries to achieve its goal by, among other things, facilitating and financing to implement the provisions of paragraph 1 of this article.
The financial year of the foundation is equal to the calendar year.
The foundation's assets will be formed by:
- subsidies and donations;
- everything that the foundation obtains through inheritance, bequest, donation or in any other way;
- everything that the foundation obtains from third parties by making available the foundation’s accommodation and knowledge.
1. The foundation is managed by a board consisting of at least three members. The number of members are - with due observance of the provisions in the previous sentence - adopted by the board unanimously.
2. The board shall elect a chairman, a secretary and a treasurer from among its members.
3. The treasurer shall report to the management board at the latest in the month of June and account for all the expenses the management has carried out during the previous budget year. The board may have the books of the foundation investigated by an external expert who will then report his findings to the board.
4. The chairman cannot fulfill a second function within the board.
CHANGE IN MANAGEMENT
1. The membership of the board ends:
a. on the account of the death of a board member;
b. by the foundation’s bankruptcy, under receivership or with an application for suspension of payments;
c. on declaring the debt rescheduling scheme natural persons of the board member applicable, and
d. by dismissal by the court. Moreover, membership of a board member ends if all other board members decide so.
2. A board member has the possibility to resign at his own request.
3. Board members always take a seat on the board for two years, with the board drawing up a schedule of resignation. Resigning board members are immediately eligible for re-election. An interim board member is replaced by his predecessor on the retirement schedule.
4. The board members do not receive any remuneration for their work, however they are entitled to reimbursement of the costs incurred by them in the performance of their duties.
5. Persons who are employed for the work or for the benefit of the foundation cannot be appointed as a board member.
APPOINTMENT OF NEW BOARD MEMBERS
1. If a vacancy arises on the board, the remaining members of the board will be provided as soon as possible by the appointment of a new board member.
2. In the event of disagreement between the remaining board members with regards to the appointment, as well as when at any time all board members may be absent and furthermore if the remaining board members would fail to fill the vacancy within a reasonable period, this provision will be made by the court on request from any interested party or at the request of the Public Prosecution Service.
COMPETENCE OF THE BOARD
The board is authorized to conclude agreements to obtain, alienate or encumber registered property. The board is not authorized to enter into contracts, whereby the foundation commits itself as guarantor or joint and several co-debtor, makes a strong claim to a third party or commits itself to securing a debt of another party.
1. The board represents the foundation. Moreover, the foundation is represented by at least two joint actions board members. The chairman and the secretary of the board are charged with implementation of the decisions of the board.
2. If only one board member is in office, this board member represents the foundation.
1. The board meets as often as the chairman or the person who replaces him as such, or at least two board members consider this desirable.
2. The secretary calls for the meetings. He writes minutes of what has been discussed and decided during the meeting, which are then signed by him and the chairman. If the secretary acts as chairman, the minutes are taken by the treasurer.
3. Each member of the board is entitled to a copy of the minutes to be issued by the secretary and signed by him. Every board member has the right to place a subject on the agenda, including the meeting.
1. The board is authorized to take decisions both in and outside meetings. In the case of latter, this requires that all board members cast their vote in writing.
2. Unless otherwise provided in these articles of association, decisions shall be taken by an absolute majority of votes.
3. The votes shall be oral, unless a member of the Board demands a written vote. Voting by acclamation is permitted if none of the board members opposes it.
4. If a majority is not obtained by a vote on the first vote, a new voting process will take place. If no majority is obtained then, in the event of an interim vote, it will be decided between the persons who would be re-elected. If the votes are tied in an intermediate vote or vote from the lot decides.
5. If a proposal concerns items, it will be considered rejected if the votes are withdrawn.
CHANGE AND DISSOLUTION in STATUTES
1. The board is authorized to amend the articles of association or to dissolve the foundation. The decision to do so can only be taken by unanimity in a meeting in which all board members are present, without any vacancy on the board.
2. The amendment must be affected by notarial deed on a penalty of nullity. The directors are obliged to deposit an authentic copy of the deed of amendment, as well as the amended articles of association, at the office of the trade register.
1. The liquidation is done by the board.
2. The foundation will continue to exist after its dissolution only if it is necessary for the liquidation of its affairs.
3. During the liquidation, the provisions of the articles of association remain in force as much as possible and necessary.
4. At the end of the liquidation, the books and documents of the dissolved foundation shall remain with the person appointed by the liquidators for the period prescribed by law.
5. If the board decides to dissolve, the destination of the positive liquidation balance shall also be determined. The positive liquidation balance will then be spent on behalf of a public benefit institution with a similar objective.
1. The board may adopt regulations that may not contain provisions that conflict with the law or with the articles of association.
2. The board decides on everything that are not regulated by law, the articles of association or the regulations.
- Last Updated: 05 February 2018 05 February 2018