Statutes

This translation has been made for the convenience of our English speaking costumers. However, only the Dutch version is legally binding.

Table of contents

  1. NAME AND SEAT
  2. AIM
  3. FINANCES
  4. BODIES OF MANAGEMENT
  5. BOARD
  6. BOARD MEETINGS AND DECISIONS
  7. SUPERVISORY BOARD
  8. SUPERVISORY BOARD MEETINGS AND DECISIONS
  9. FISCAL YEAR, BUDGET, REPORTING
  10. REGULATIONS
  11. AMENDMENT OF STATUTES AND DISBANDING
  12. LIQUIDATION
  13. FINAL PROVISION

NAME AND SEAT

Article 1:

  1. The foundation carries the name Stichting Inter-Actief Personal Computing. The foundation can also use the shortened name "Stichting I.A.P.C." and "Stichting IAPC".
  2. The foundation has its seat in Enschede.

AIM

Article 2:

  1. The aim of the foundation is the promotion of computer usage and the stimulation of the computer science inside the University of Twente, as well as the performing all that, in the widest sense, can promote or can improve the above said. In second place, the foundation has as goal to support students and staff members of the University of Twente in obtaining of study supplies.
  2. The foundation predominantly achieves her goal through:
    1. Advising on, the sales of and the mediation in the sales of computer supplies.
    2. Advising on, the sales of and the mediation in the sales of study supplies.

FINANCES

Article 3:

The financial means which are necessary to achieve the aim of the foundation, are obtained through: 1. revenue of sold goods; 2. fees for services rendered; 3. Subsidies and donations; 4. Inheritances, bequests and gifts; 5. other profits.

BODIES OF MANAGEMENT

Article 4

  1. The foundation knows:
  2. a board;
  3. a supervisory board
  4. The board is the board in the sense of the Dutch Civil Code ("Burgerlijk Wetboek") and has all tasks and authorizations that are notgiven to the supervisory board through these statutes.
  5. The supervisory board is charged with supervision of and giving advice to the board and has other tasks and authorizations, which are specifically recorded in these statutes.
  6. Both the board and the supervisory board exist completely out of natural persons. A person cannot be member of both the board and supervisory board at the same time.
  7. Honorary board members are persons who have been very meritorious towards the foundation and, who on proposal of the board, have been named to Honorary Board Members. Honorary Board Members are not Board members.
  8. The status of Honorary Board Member ends only at the passing away of an Honorary Board Member, or due to cancellation because of weighty reasons on proposal of the board by the supervisory board.

BOARD

Article 5:

  1. The board consists of a minimum of three and a maximum of six members The number is established by the supervisory board.
  2. New members of the board are, on the recommendation of the current board, named by the supervisory board. If the board informs the supervisory board of being unable to make a (sufficient) nomination, the supervisory board will appoint a new board member without nomination.
  3. The board chooses from their midst a chairperson, a secretary and a treasurer.
  4. Every board member is obliged towards the foundation to a decent fulfilment of their assigned task. In case of an affair which concerns the functioning of two or more board members, both of them are liable in case of a shortcoming, unless this is not to blame on them and they have not been negligent in taking measures to avert the consequences.
  5. The board aims their policy corresponding their policy plan. The policy plan is presented to the supervisory board for approval when the Board takes office.
  6. The board is required to keep records concerning the financial state of the foundation such that at any moment in time the rights and obligations of the foundation can be known.
  7. It is strived to have the entire board step down yearly, with an intended term of office of one year and a taking office and stepping down moment in October is used. A resigning board member is immediately eligible for reappointment
  8. The board is only authorized after written approval of the supervisory board for the accepting of agreements of acquisition, estrangement or objections of registered goods, engaging in agreements in which the foundation binds itself as deposit or joint co-debtor, making itself strong for the interests of a third party or connecting itself as a measure of security to the debt for a third party. This constraint cannot be used by or against a third party. The approval of the supervisory board is also needed by the board on decisions regarding:
  9. The gaining or estrangement of participation in companies, the exercise of suffrage on shares in companies, or the founding of different legal entities;
  10. The renting or letting of or in otherwise using or enjoying and giving registered goods;
  11. The entering into agreements in which the foundation is provided with a bank credit; 4, The loaning out of money, as well as the borrowing of money, among which not is included making use of the bank credit which is granted to the foundation;
  12. Entering into a long term direct or indirect collaboration with a different institution or enterprise and the severing of such a collaboration;
  13. Investments which are not recorded in an, by the supervisory board, approved plan of investment;
  14. The giving and extending power of attorney;
  15. The appearing in court, which includes but is not limited to conducting of arbitration procedures, with exception of legal actions for which delay cannot be afforded;
  16. The entering into, changing of or the disbanding of agreements between the foundation and a member of the board or the supervisory board, as well as any other legal act in which there is conflict of interest between the foundation and a member of the board or supervisory board. Excepted are the activities such as described in article 2;
  17. The filing for bankruptcy or suspension of payments of the foundation;
  18. The entering into agreements in reconciliation of differences which are of essence for the foundation or the entering into agreements of debt relief;
  19. The supervisory board can determine that a decision as stated in section 9 is not subject to approval by the supervisory board when the interest is not surpassing a determined level which itself has been set by the supervisory board and of which the board has been received a written notice;
  20. Apart from the periodically stepping down after a year, a board membership ends after:
    1. A written resignation by the board member;
    2. The passing away of the board member;
    3. If the board member loses the unfettered control of their assets;
    4. By dismissal for urgent reasons by the supervisory board;
    5. By dismissal by a court as meant by article 298 book 2 of the Dutch Civil Code (“Burgerlijk Wetboek”).
  21. Dismissal due to urgent reasons can only be decided on by the supervisory board once a majority of two/thirds of the votes have been reached and the board member concerned has had the opportunity to justify themselves in front of the supervisory board.
  22. The supervisory board can decide due to weighty reasons, which are not enough reason for dismissal, to proceed with suspension of a board member in the practice of their function. If a suspension has not led to a decision of dismissal, the suspension will end. Suspension due to weighty reasons can only be decided by the supervisory board once a majority of two/thirds of the votes have been reached and the board member concerned has had the opportunity to justify themselves in front of the supervisory board.
  23. The foundation is represented by the board. Likewise, the foundation is represented by the chairperson of the board together with another member of the board.
  24. The supervisory board can give the power of attorney to one or more board members or a third party to represent the foundation, within the confines of that power.

BOARD MEETINGS AND DECISIONS

Article 6

  1. The board meets once a week in a meeting, unless the chairperson decides differently. If any other member of the board wants to call a meeting, they need to make a written (digitally or on paper) request towards the chairperson, with a declaration of subjects of the meeting. If a meeting is not called within two weeks, the petitioner is authorized to call a meeting themselves, in accordance to the required formalities.
  2. The meetings are guided by the chairperson. By absence of the chairperson, the meeting will chose their own leader.
  3. If in a meeting all members of the board a present or represented, valid decisions can be made on affairs not mentioned on the agenda, provided that there is an absolute majority of vote, save for decisions concerning amendments on the articles of association and disbanding of the foundation.
  4. Administrative decisions can also be taken outside board meetings, provided that all board members have given written and/or electronic (e-mail) agreement with the proposed decision.
  5. A decision as intended in paragraph 4 needs to be mentioned in the first upcoming board meeting, and needs to be recorded in the minutes of that meeting. Evidence concerning the decision needs to be saved alongside the minutes
  6. A decision cannot legally be taken in a meeting when at least half of the current sitting board is not represented.
  7. That what is treated during a meeting needs to, either by the secretary or a by the chairperson appointed party, be taken into the minutes. These minutes shall be, in either the same or the first following meeting, be approved and accepted.
  8. A member of board can let themselves be represented by a different member of board after the authorizing a power of attorney. One member of board can only be authorized by one other member of board.
  9. Every member of board has the right of casting one vote. All decisions are taken with an absolute majority of the votes. When a split vote occurs, the proposition is considered rejected.
  10. Blank votes and not legally cast votes, are deemed not cast
  11. The by the chairperson pronounced verdict concerning the result of a vote is decisive. The same applies to the content of a decision that was taken, insofar the vote was not about a written proposal.
  12. If doubts are cast about correctness of the verdict of the chairperson, then a new vote will take place, in which the to be decided upon proposition is fixed in writing. Through this new vote all legal consequences of the original vote are nullified.
  13. Board meetings are only accessible by members of the board, members of the supervisory board and other parties appointed by the board.

SUPERVISORY BOARD

Article 7

  1. The supervisory board consists of at least five and a maximum of nine members.
  2. Members of the supervisory board are appointed by the supervisory board, taking into account the following:
    1. It is aimed for a composition of former members of the board, (former) employees of the University of Twente and (former) members of board of other study associations connected to the University of Twente.
    2. In case the foundation enters into an agreements with study associations concerning study supplies, at least one seat in the supervisory board will be appointed to a person nominated by the joint study associations in such an agreement.
  3. The supervisory board chooses a chairperson amongst their midst
  4. Every member of the supervisory board is obliged towards the foundation to a decent fulfilment of their assigned task. In case of an affair which concerns the functioning of two or more board members, all of them are liable in case of a shortcoming, unless this is not to blame on them and they have not been negligent in taking measures to avert the consequences.
  5. A membership of the supervisory board ends after:
    1. A written resignation by the board member;
    2. The passing away of the board member;
    3. If the board member loses the unfettered control of their assets;
    4. By dismissal for urgent reasons by the supervisory board;
    5. By dismissal by a court as meant by article 298 book 2 of the Dutch Civil Code (“Burgerlijk Wetboek”).
  6. Dismissal due to urgent reasons can only be decided on by the supervisory board once a majority of two/thirds of the votes have been reached and the supervisory board member concerned has had the opportunity to justify themselves in front of the supervisory board.

SUPERVISORY BOARD MEETINGS AND DECISIONS]

Article 8

  1. The supervisory board meets at least twice a year.
  2. The supervisory board meets when the chairperson decides this is desirable. If any other member of the supervisory board wants to call a meeting, they need to make the written (digitally or on paper) request towards the chairperson, with a declaration of subjects of the meeting. If a meeting is not called within three weeks, the petitioner is authorized to call a meeting themselves, in accordance to the required formalities.
  3. The period for calling a meeting of the supervisory board is at least seven days, not including the day of calling the meeting and the day of the meeting. The call for a meeting needs to be done by written (digitally or on paper) request. The request mentions, other than place and time of the meeting, also the agenda.
  4. With permission of all members of the supervisory board and in urgent cases – at the discretion of the chairperson of the supervisory board – meetings for the supervisory board can be called at a short notice.
  5. The meetings are guided by the chairperson of the supervisory board. If they are absent, the meeting will lead themselves.
  6. If in a meeting all members of the supervisory board are present or represented, valid decisions can be made on affairs not mentioned on the agenda, provided that there is an absolute majority of vote, save for decisions concerning amendments on the articles of association and disbanding of the foundation.
  7. Administrative decisions can also be taken outside supervisory board meetings, provided that all board members have given written and/or electronic (e-mail) agreement with the proposed decision.
  8. That what is treated during a meeting needs to, either by the secretary or a by the chairperson appointed party, be taken into the minutes. These minutes shall be, in either the same or the first following meeting, be approved and accepted.
  9. A decision as intended in paragraph 7 needs to be mentioned in the first upcoming supervisory board meeting, and needs to be recorded in the minutes of that meeting. Evidence concerning the decision needs to saved alongside the minutes
  10. A member of board can let themselves be represented by a different member of board after the authorizing a power of attorney. One member of board can only be authorized by one other member of board.
  11. Every member of board has the right of casting one vote. All decisions are taken with an absolute majority of the votes. When a split vote occurs, the proposition is considered rejected.
  12. A decision cannot legally be taken in a meeting when at least half of the current sitting board is not represented.
  13. Blank votes and not legally cast votes, are deemed not cast
  14. The by the chairperson pronounced verdict concerning the result of a vote is decisive. The same applies to the content of a decision that was taken, insofar the vote was not about a written proposal.
  15. If doubts are cast about correctness of the verdict of the chairperson, then a new vote will take place, in which the to be decided upon proposition is fixed in writing. Through this new vote all legal consequences of the original vote are nullified.
  16. Supervisory board meetings are only accessible by members of the supervisory board and other parties appointed by the supervisory board.
  17. The supervisory board invites all members of the current board for their meetings, unless severe reasons exists to do otherwise, to the discretion of the chairperson of the supervisory board
  18. The supervisory board can give guidelines concerning policy of the foundation, in particular during changed circumstances.

FISCAL YEAR, BUDGET, REPORTING

Article 9

  1. The fiscal year runs from the first of August up to and including July the thirty first of the successive calendar year.
  2. Before the start of the fiscal year, the board will determine a budget for the coming fiscal year, which shall be presented for approval to the supervisory board.
  3. The supervisory board can appoint an accountant as meant in article 393, paragraph 1, book 2 of the Dutch Civil Code (“Burgerlijk Wetboek”) or one or more experts for reviewing the balance and the prepared system of accruals by the treasurer
  4. A meeting of the Supervisory Board will be held at the latest in October, during which the treasurer of the board will take account of the financial management they have carried out during the past financial year.
  5. The supervisory board shall not approve the annual accounts before it has taken into account the judgement of the possibly appointed accountant or experts as referred to in paragraph 3
  6. Approval of the accounts by the supervisory board extends the treasurer permission to take discharge from the policy pursued by them.
  7. The board is required save the annual documents and thereon related documents for at least ten years.

REGULATIONS

Article 10

  1. The supervisory board is allowed to, on proposal of the board, adopt, amend or supplement regulations. There are at least House Rules.
  2. These regulations are not allowed to contain any provisions which are in conflict with the statutes or the law.

AMENDMENT OF STATUTES AND DISBANDING

Article 11

  1. The supervisory board is qualified to amendments of statues and disbanding of the foundation, but only on proposal of the board.
  2. A decision to amendment of statutes or disbanding of the foundation can only be taken in a special meeting convened for this purpose of the supervisory board, in which all members need to be there or represented with a majority of at least two thirds of the votes cast. The text of a proposed amendments of statutes needs to be sent alongside the call for the meeting.
  3. If, in the previous paragraph meant meeting, not all members are present or represented, then a special second meeting will be held at least two weeks and at most four weeks later, in which no matter the amount of members of the supervisory board who are present, but at least four, still with in the previous paragraph mentioned majority of the votes, will decide about the proposal
  4. An amendments of statutes has to be established, under penalty of nullification, by notarial deed. Every board member is authorized to perform this action

LIQUIDATION

Article 12

  1. After a decision to disband the foundation, the liquidation will be carried out by the board, unless the supervisory board has appointed one or more liquidators at the decision of the disbanding.
  2. The foundation will continue to exist after a decision to disband has been made, if and to the extend this is needed to for the liquidation of her capital
  3. During the period of liquidation, these statutes will continue to remain in force as in so far possible and needed; in any pieces and announcements ‘’in liquidation’’ will be appended to the name of the foundation
  4. The liquidators ensure that the decision to dissolve and the appointment of the liquidators are registered at the offices of the trade register and that the legal provisions regarding liquidation are also complied with as much as possible.
  5. After completion of the liquidation, the books and records of the dissolved foundation will be vested for at least seven years by the person designated by the decision to dissolve the company.
  6. Any possible liquidation balance must be given a destination in a manner to be determined by the board that corresponds as much as possible with the aim of the foundation.

FINAL PROVISION

Article 13:

In all cases where the law, these articles of association or the regulations of the foundation do not provide, the Supervisory Board has the final say.


Translation date: 18-February 2018