ffabw.org - FFABW

ANBI (Algemeen Nut Beogende Instellingen)

ANBI recognition has been granted on March 10, 2017.
The FFABW is registered under RSIN 8555 31 095 / NL855531095B01.

The Dutch Chamber of Commerce registration: 64121941.

ANBI stands for "Algemeen Nut Beogende Instellingen" in Dutch and translates as "Public Benefit Institutions" in English.

The ANBI recognition is strengthened by the Dutch Government and is granted to foundations that meet a number of requirements. One of the requirements is that the organization uses all the financial means to achieve its goal. It is called a non-profit organization. The benefits of this recognition are:

There is no need to pay taxes on the donations by the foundation.
Contributors have the option of deducting the donation as a gift from their income tax.

For the location in Almere

Board Member

We currently have 4 Board Members for different activities of the Foundation, but we are looking for the 5th member to join us as soon as possible.
S/he is motivated to work with us and must be connected to our mission and goals.
A resident of Almere (every region) is preferable. S/he is good in Dutch and English.
The new member should have atleast 2 hours a week to be dedicated to the work of the Foundation.

Automation

Volunteer Programmer .php for an accounting website link

The FFABW believes in openness to everyone. That would mean giving access to the accounting data on the FFABW website to all. Therefore we are looking for a volunteer programmer in PHP to develop a Joomla module that will make this possible. The data entered in the accounts periodically should automatically be placed with an overview and display on a web page of FFABW. If necessary, the FFABW we will use an Open Source accounting system that can be adapted for this purpose. This overview will also take into account privacy.
The customized accounting and link module will be made available Open Source for other foundations to use this system to meet the openness to their donors.
Volunteer website maintenance with the knowledge of Joomla.

Fablab

Volunteer Fablab employees.

The fablab employee receives a basic training fablab staff to work with the available equipments.
Further the volunteer can self-learn various skills within Fablab. He or she needs to take care of the visitors to the Fablab, speak to them and provide support (limited), if necessary. Any additional activities for visitors can be honored on request. Knowledge of Dutch language is important.

NAME AND LOCATION

Article 1

1. The foundation is named: STICHTING FOUNDATION FOR A BETTER WORLD (abbreviated: FFABW).
2. It is located in Almere.

TARGET

Article 2

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.

FINANCIAL YEAR

Article 3

The financial year of the foundation is equal to the calendar year.

POWER

Article 4

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.

THE BOARD

Article 5

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

Article 6

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

Article 7

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

Article 8

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.

REPRESENTATION

Article 9

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.

BOARD MEETINGS

Article 10

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.

Article 11

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

Article 12

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.

LIQUIDATION

Article 13

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.

REGULATIONS

Article 14

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.

The board members:

Marguerite

Marguerite Gootjes

President

Jos

Jos Brakkee

Secretary

+31611628612

Ludo

Ludo M. Thijssen

Treasurer

+31622846074

The FFABW currently has three volunteers and 3 board members and would be happy to extend it to five members.

Currently, there is are 3 positions vacant for a board member. If you are motivated with the work we do, please write to us.

The Bylaws

The ByLaws of the Stichting Foundation For A Better World
Adopted in the board meeting 12 April 2017

Policy
The policy is laid down with a plan:

This policy plan is updated and revised annually.

Each new version of the policy plan comes into force after being approved at the annual meetings.
The policy plan contains (or: is supplemented with) an annual plan and an annual budget.
The policy with regards to the volunteers working for the foundation is set out separately in the document "Volunteer policy".

Tasks and powers of the board and board members

The board and the board decisions

The board

The foundation is managed by a board consisting of at least three members. The number of members is determined unanimously by the board, with due observance of the previous sentence.
The board elects a chairman, a secretary and a treasurer from among its members.
The treasurer will 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 then reports with his findings to the board.

The Supervisory Board

Till the moment a director is appointed for the foundation, the function of "the board" changes to that of the Board of Trustees. A director can only be appointed if sufficient financial resources are available. The director takes over the responsibility for a correct management of "the board".
The Board of Trustees, formerly "the board", have a controlling role and, if is reason to do so arises, the director will be dismissed and a new director will be appointed. In the period that there is no director, the Supervisory Board is "the board" and then takes care of the entire foundation.

Chairman

Governs and represents the foundation
Take board decisions (see the section 'Board decisions' in these rules).
Can create working groups / project groups for a certain period. Such a group consists of at least one board member and non-board members can also take part in the group. These groups are dissolved after financial settlement with the treasurer and discharged at a board meeting.
Determined in ad hoc situations individually to expenses up to 100 Euros.
Is not authorized to take out loans. An exception to this is that the board is authorized to accept advances on a multi-year donation.
Acts within the set frameworks laid down in, among other things, the policy plan, the annual budget and the project budgets. Board members who do not act within the set frameworks will resign and be eligible for re-election at the next board meeting, on top of the upcoming re-election order.
If a vacancy arises or a board member is eligible for re-election, then new candidates can only be nominated by one or more current board members.
Exclusively natural persons can take a seat on the board.
New board members are appointed by acclamation by the chairman or after a written election, both at a regular board meeting, preferably the annual meeting. Candidate to be board members must be present in person at the meeting or have sent a written declaration of willingness to the chairman.
All members of the Board endeavor as a whole or as an individual to maintain the status as ABNI (General Benefit Institution) and to declare their willingness to resign if their presence on the board endangers or could endanger ANBI status.

The Vice-President

Replaces the chairman in his absence.
Performs a cash check annually prior to the annual meeting. The vice-chairman is supported in this by one of the board members, not the treasurer. Each year, another board member supports the treasurer, in turn.
If necessary, make proposals for correction or improvement of the financial administration for the following year.
Advises the annual meeting whether or not the treasurer can be granted discharge.
Performs an interim cash check the moment the treasurer announces his intention to resign. Advises if grants could be discharged.
Is whistleblower: supervises internally the board and the board members (including the chairman) and checks compliance with the articles of association, the rules of procedure and the agreements at the board meetings. Fulfills this role until the Supervisory Board can take over this role.
The vice-chairman manages the CRM database, which records the details of board members, former board members, donors and the representatives of the subsidized charities. He or she ensures that this database is up-to-date and reliable, as far as possible.

The Treasurer

Performs the financial administration.
Ensures the continuity of the financial administration, especially in case of follow-up.
Prepares financial statements.
Makes the financial part of the annual report.
Ensures the financial administration, the way in which the administration is conducted and the financial annual report do not deviate unnecessarily from Guideline 650 Fundraising Organizations.
Manages the cash, the bank accounts and any savings accounts and investments.
Manages inventory list and inventory, determines if and under which conditions inventory is lent and supervises return delivery.
Calculates income (collection actions) and expenditures (projects) and carries out financial controls on these activities in the interim and after completion.
Decides independently on expenses up to 250 euros.
Assesses whether incurred expenses and expense claims fall within the annual budget, the frameworks for project budgets and / or the agreements made in board meetings.
Takes the initiative to discharge the working groups / project groups set up for a certain period.
Maintains contact with sponsors and subsidy providers.

The Secretary

Makes a report of each meeting with at least:

The date and place of the meeting
The present and absent board members
The decisions made during the meeting
Draws up the non-financial part of the annual report.
Receives all incoming mail, directly or through other board members.
Takes notice of and handles the mail, engages with other board members where necessary to handle the mail and handles the resulting correspondence.
Archives all relevant documents.
Ensures, in good cooperation with the webmaster, that the current part of the archive can be downloaded via Google Drive for all board members.

The webmaster (currently vacant)

Manages the website.
Ensures that the website is available and accessible at all time.
Manages the structure of the website.
Ensures that the content of the website is current and complete.
Performs the final editing of texts on the website.
Assesses content that is offered for placement on the website and consults with the chairman if the texts placed if available or not.
Ensures that the website and all other internal and external communications meet the corporate identity.
Maintains contacts with those who provide texts or other content for the website.
The webmaster does the final editing on the semi-annual newsletter and ensures a regular, timely appearance.
Ensures the correct usage of the Facebook page.

Decision

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 a guarantor or joint and several co-debtor or make a strong claim to a third party or commit itself to securing a debt of another party.

The board

Takes decisions with at least two board members who cannot postpone a pending decision, and inform the other board members of such decisions at the first opportunity, board members are jointly and severally liable until the ad hoc decisions at a board meeting have been ratified.
Takes all other decisions after scheduling during a board meeting or annual meeting.
Takes decisions on the proposals submitted by a simple majority, except for the exceptions described in the articles of association and these by-laws. If a proposal is put on the agenda and none of the members of the Board are asked to vote, it is assumed that the proposal has been adopted.
Takes decisions by simple majority of votes on non-scheduled proposals if all board members are present or have issued a power of attorney.

Board Meetings

The secretary calls for the meetings. He writes minutes of what has been discussed and decided in the meeting, which are signed by him and the chairman. If the secretary acts as chairman, the minutes are taken by the treasurer.
Each member of the board is entitled to a copy of the minutes to be issued by the secretary and to be signed by him.
Every board member has the right to place a topic on the agenda, also during the meeting.
The board is authorized to take decisions both in and outside meetings. In case of the latter, this requires that all board members cast their vote in writing.
Unless otherwise provided in these articles of association, decisions are taken by an absolute majority of votes.
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.
Should a majority vote not be obtained in the vote on persons, a new vote will take place. If no majority is obtained then, in the event of an interim vote, it will be decided between the people to be re-elected.
If the votes are tied in an intermediate vote or vote from the lot decides.
If a proposal concerns items that don’t have enough votes, it will be considered rejected if the votes are withdrawn. The board can only take valid decisions if at least two thirds of the number of sitting members are present or have been represented by proxy.

Validity

The board can only take valid decisions if at least two thirds of the number of sitting members are present or have been represented by proxy.

Frequency

The board meets at least once a month and holds an annual meeting once a year. Furthermore, the board meets if the chairman takes the initiative to do so, or if two or more board members request to.
Meetings are held at the time when they are scheduled or, if the situation prevents them, within 4 weeks thereafter. Meetings to which a request is submitted will be held within four weeks of the submission of the request.
If a meeting is not convened in accordance with the aforementioned requirements, each board member is entitled to convene a meeting with due observance of the provisions of these regulations. A meeting as referred to in the previous sentence provides for its own management and appoints a person who is responsible for preparing the minutes.
A board meeting lasts a maximum of 2 hours, an annual meeting not more than 3 hours.
At the end of each board meeting, the date of the next regular meeting is determined.

Agenda of the meeting

Board members can submit agenda items to the chairman and / or secretary before the meeting; they can draw up the concept agenda in consultation. Urgent points (such as the discharge of the treasurer and the adoption of the annual report) are placed higher on the draft agenda than points that can be postponed;
The secretary emails the draft agenda no later than 2 days before the start of the meeting and publishes it on the internal part of the website.
At the beginning of each meeting, the agenda is definitively established. Board members have the option to add points to the agenda, to propose points or to move to a next meeting and to propose to change the order of agenda items.
Meetings are completed during the meeting according to the agenda; but on his own initiative or on request, the chairman may decide to deviate from that order and / or decide to transfer one or more points to a subsequent meeting.

Responsibility

The board is responsible and decided.

Minutes

A report (with an overview of activities) is made after every meeting, which is distributed to the board members as soon as possible after the meeting.
Drawn draft minutes are discussed and adopted at the next meeting.
Recorded minutes are published (even if or not summarized) on the website.

Contribution during the meeting

An active contribution is expected from all board members.
Ideas from board members are welcome and discussed or can transferred to a subsequent meeting.
Each director can nominate one or more substitutes. A substitute does not have the right to vote. A substitute can only be present if the driver is absent.
The board may ask the chairman to admit persons other than board members to the meeting. The chairman takes a decision in this.
Each director may be represented on the board by another director based on a written power of attorney granted for that purpose, which must be handed over to the chairman of that meeting at the start of the relevant meeting.

Communication

The board recognizes the importance of effective communication with:

Donors
Subsidized charities
Charities eligible for future funding
The media

In view of the international character of the foundation, communication in the Dutch and English language areas will be the responsibility of the chairman and responsibility for the PR activities under the responsibility of the board member who performs this task. All communication will be coordinated in advance and in cases when not possible, at the first opportunity afterwards, with the chairman and with the secretary and other board members.

Donations and Declarations

Larger donations, multi-year donations, and gifts from the will can be accepted by the notary of the foundation. This should be authorized by deed.
Large and / or multi-year donations, if the donor attaches to them, are spent on a goal intended by the donor.
Small, one-time or regular donations are deposited as standard on the bank account of the foundation.
Donors who donate an amount in cash to one of the board members will receive a signed receipt from the board member. The donation will be reported to the treasurer at the first opportunity and the money will be deposited into the bank account of the foundation within three working days at the earliest.
Donations and subsidies received can be reserved and transferred to a subsequent calendar year. However, reserving is not an end in itself, infact: it must be kept to the minimum, only what is necessary for continuity. The policy plan determines the framework for this.
In cases where the foundation needs to sign for receipt of goods and / or for the proper use and / or proper removal thereof (or must accept any other condition in writing), the foundation concludes a similar agreement with the charity that receives the goods. In cases where the foundation does not need to sign, it is preferable to sign a contract with the receiving party.
Board members are entitled to declare private expenses incurred or any advanced expenses and kilometers driven.
For declarations the standard form "Declaration" is used, downloadable from the administration section of the website.
Board members are not entitled to declare attendance fees or to compensate themselves for their efforts and / or time use in other ways.

Royement

A member of the board can be expelled if he / she caused or would have caused damage to the foundation due to improper management and in that case the director could be seriously accused of this.
A board member can be expelled if he / she has missed more than half of the number of meetings between two annual meetings. This rule does not apply to board members who reside abroad and who carry out work for the foundation by virtue of their position in or around their place of residence.

Audit Committee

The audit committee checks the annual accounts and the financial annual report.
The audit committee must consist of at least two people who are not on the board of the organization. The partner of the chairman and the treasurer are excluded as members of the audit committee.
Audit committee members have sufficient financial knowledge to check the annual accounts. The financial committee will be a discussion partner for the treasurer when it comes to the financial report.
Only the board has the authority to appoint the members of the audit committee or to remove them from their duties.

Alternate members

In case the work of the audit committee cannot be carried out in time, for example due to illness, the board will appoint one or more deputy members.

Social responsibility

The foundation not only pursues charitable goals, but also takes efforts to minimize the social footprint.

Final provisions

In cases not provided for in the law, the articles of association and these by-laws, the chairman decides.
At the first request, all those interested could receive a copy of the Articles of Association and these regulations as well as an electronic copy by e-mail from the secretary. Paper copies will be made available on request at a fee to be determined by the board.

Remuneration of the board, volunteers and staff

For now, only in Dutch.

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