AMENDMENT OF THE ARTICLES OF
STICHTING DUTCH & JAPANESE TRADE FEDERATION
Today, the eighth of March, two thousand and six, the following person appeared before me, Frits Willem Oldenburg, civil‑law notary in Amsterdam, the Netherlands:
Mr Thijs Paul Heino Olthoff, employed at my, the civil‑law notary’s, offices at Strawinskylaan 1999 in (1077 XV) Amsterdam, born in Hilversum, the Netherlands, on the twenty-fifth of July, nineteen hundred and seventy-seven, hereby acting with a written power of attorney from the Executive Committee of Stichting Dutch & Japanese Trade Federation [Dutch & Japanese Trade Federation Foundation], a foundation, with its registered office in Sassenheim, the Netherlands (address: Museumplein 5A, 1071 DJ Amsterdam, Commercial Register number: 41166711), this foundation to be referred to further as: the “Foundation”.
Acting in the aforementioned capacity, the person appearing stated that the Foundation’s Board had resolved in its meeting held in Sassenheim on the twenty‑first of February, two thousand and six, to amend the Foundation’s Articles in full.
The Articles were last amended before M. A. P. Dirven, civil‑law notary in Sassenheim, on the eighth of July, nineteen hundred and ninety-two.
To carry out the aforementioned resolution, the person appearing, acting in the aforementioned capacity, stated that the aforementioned Foundation’s Articles were hereby being amended in full as follows:
“ARTICLES
NAME AND REGISTERED OFFICE
Article 1.
1. The Foundation’s name shall be: Stichting Dutch & Japanese Trade Federation. The Foundation may also be referred to as: Stichting Dujat [Dujat Foundation].
2. Its registered office shall be in Amsterdam.
OBJECTS
Article 2.
1. The Foundation’s objects shall be to:
a. promote economic relations between Japan and the Netherlands;
b. promote trade between the Netherlands and Japan;
c. encourage Japanese investment in the Netherlands and Dutch investment in Japan,
and, further, everything which is related to, part of and/or may be conducive to this, in the broadest sense of the word.
2. The Foundation shall attempt to achieve its objects by, for example:
a. promoting exchange of knowledge by holding symposia, conferences and similar events in connection with the Foundation’s objects;
b. being responsible for knowledge networks in the Netherlands and Japan;
c. cooperating with other private institutions and government agencies; and
d. if necessary, establishing and being responsible for the operation of an office.
ASSETS
Article 3.
The Foundation’s assets shall be made up of:
- subsidies and other contributions, including membership fees and sponsoring;
- gifts, testamentary dispositions and specific legacies;
- all other acquisitions and income.
Testamentary dispositions may only be accepted by the Foundation with the benefit of inventory.
PARTICIPANTS
Article 4.
1. Foundation participants may be legal entities or natural persons having a relation in some manner with Japan, including legal entities or natural persons maintaining or wishing to maintain commercial or other relations between the Netherlands and Japan, as well as legal entities or natural persons having some affinity with the Dutch/Japanese relationship.
2. Legal entities or natural persons that are not participants yet may, at their own request and at the invitation of the Foundation’s Executive Committee, apply to be participants in the Foundation.
3. Participation in the Foundation shall end:
- upon the participant’s death or if the participant/legal entity ceases to exist;
- upon termination by the participant;
- upon termination on the Foundation’s behalf.
Termination on the Foundation’s behalf may occur if a participant has ceased to fulfil the requirements for participation stated by the Articles, as well as if the Foundation cannot reasonably be required to let participation continue. Notice of termination by the Foundation shall be provided in writing through a letter to the participant concerned, which includes a statement regarding on which date participation shall end.
Notice of termination of participation by the participant may only be provided in writing, with effect from the end of a financial year and subject to a three‑month notice period. Notice of termination which is contrary to the provisions in the previous sentence shall cause participation to end on the earliest permissible date following the date on which notice was given.
4. The Executive Committee shall decide whether to admit a participant by a majority of the members present at the meeting.
5. The Foundation’s Executive Committee shall maintain a register which includes the names and addresses of the participants. This register may be inspected by the participants.
6. All notices convening meetings and other notices to participants shall be sent to their addresses indicated in the register referred to in paragraph 5.
7. Each year, the Executive Committee shall convene a participants’ meeting at least once.
8. During the meeting referred to in the previous paragraph, the General Board shall report on the Foundation’s policy and financial situation. The participants shall then be given the opportunity to request an explanation in this regard and to put forward any matters which they deem to be in the interest of the Foundation’s work.
9. The participants’ meeting shall be responsible for:
a. providing requested and unsolicited advice to the Board concerning the policy to be followed;
b. exercising the other powers granted by these Articles or by standing orders.
10. The provisions in Article 6 of these Articles regarding convening meetings and decision‑making shall apply by analogy to participants’ meetings.
GENERAL BOARD
Article 5.
1. The Foundation shall have a General Board and an Executive Committee. As stated in Article 8 of these Articles, the Executive Committee shall be responsible for managing the Foundation, insofar as this task has not been delegated to the Foundation’s Director.
2. The Foundation’s General Board shall consist of at least seven (7) and at most twenty (20) members.
Subject to the provisions in the previous sentence, the General Board shall determine the number of Board members.
3. The General Board shall choose a Chairman, Vice-Chairman and Treasurer from among the General Board members.
4. Subject to the provisions in the second sentence of this paragraph, members of the General Board shall retire according to a retirement schedule drawn up by the General Board, subject to a maximum term of office of three (3) years; General Board members appointed to fill interim vacancies shall take the place on the retirement schedule of their predecessors. A General Board member retiring by rotation shall remain in office until his/her Board member position has been filled, unless the General Board has decided not to fill the vacancy. Retiring General Board members may be reappointed immediately, on the understanding that they may only be reappointed once.
5. General Board members shall, on the Executive Committee’s recommendation, be appointed by the General Board by a resolution passed by an absolute majority of the votes cast in a meeting in which at least a majority of the General Board members in office are present or represented.
6. If one or more vacancies arise within the General Board, the General Board shall fill the vacancies within three months after they arise by appointing one or more successors nominated by the Executive Committee.
7. Should one or more members be missing in the General Board for whatever reason, the remaining Board members or sole remaining Board member shall nevertheless constitute a legitimate Board, subject to the obligation to ensure that the vacancies are filled as soon as possible.
EXECUTIVE COMMITTEE
Article 6.
1. The Foundation shall have an Executive Committee consisting of at least three (3) and at most five (5) members. The Chairman, Vice-Chairman and Treasurer of the General Board shall serve in the Executive Committee by virtue of their positions. Subject to the provisions in the previous sentence, the General Board shall determine the number of Executive Committee members.
2. The Executive Committee members who are not the Chairman, Vice‑Chairman and Treasurer shall, on the Executive Committee’s recommendation, be appointed – from the General Board or not – by the General Board and shall also be accountable to it.
3. The Board’s Chairman shall also be the Executive Committee’s Chairman.
4. At least six Executive Committee meetings shall be held each calendar year, or whenever the Executive Committee deems this necessary, with the Director referred to in Article 13 of these Articles.
5. Executive Committee members may be eligible for an expense allowance or other allowance, which allowance must be determined by the Executive Committee.
6. The provisions in Article 5.6 above shall apply by analogy to the Executive Committee as much as possible, except for the Chairman, Vice‑Chairman and Treasurer.
GENERAL BOARD MEETINGS AND RESOLUTIONS
Article 7.
1. General Board meetings shall be held at a location to be determined every time by the General Board’s Chairman.
2. At least two meetings shall be held each calendar year.
3. Meetings shall also be held whenever the Chairman deems this desirable or if one of the other Board members makes a written request to the Chairman, precisely stating the items to be discussed.
If the Chairman has not complied with such a request in such a manner that the meeting can be held within three weeks after the request, the person making the request may himself/herself convene a meeting at a location to be determined by him/her, with due observance of the required formalities.
4. Subject to the provisions in paragraph 3, the Chairman shall convene the meeting in writing at least seven days beforehand, not counting the date the meeting is convened or the date of the meeting.
5. In addition to the location and time of the meeting, the notices convening the meeting shall state the subjects to be discussed.
6. If the requirements provided in the Articles for convening and holding meetings have not been observed, valid resolutions may nevertheless be passed in a Board meeting regarding any subjects raised, provided all members in office are present in the Board meeting concerned and provided none of them objects to the decisions taken in the Board meeting concerned.
7. Meetings shall be chaired by the Board’s Chairman; in his/her absence, the meetings shall be chaired by the Vice-Chairman. If both the Chairman and the Vice Chairman are absent from a meeting, the meeting itself shall designate its Chairman.
8. Minutes shall be taken of the proceedings in meetings by the Director referred to in Article 13 of these Articles, or by one of the other persons present who has been asked to do this by the Chairman.
The minutes shall be confirmed, and signed in witness thereof by the Chairman of the meeting and the Director or by one of the other persons present who has been asked to do this by the Chairman.
9. The General Board may pass valid resolutions at meetings by a majority of the votes cast by the General Board members who are present or represented.
A Board member may be represented by a co-Board member at a meeting on submission of a written proxy deemed sufficient by the Chairman of the meeting. A Board member may only act as a proxy for one co-Board member.
10. A simultaneous telephone or video connection with sound, created between all Board members, from any location in the world, shall be deemed to constitute a Board meeting while this connection exists, unless a Board member objects to this and provided all Board members have been consulted concerning the resolutions to be passed.
The minutes of the proceedings signed by Chairman and Director or one of the other persons present who has been asked to do this by the Chairman shall constitute conclusive evidence of the proceedings and of the observance of all necessary formalities.
11. Board resolutions may, instead of in meetings, also be passed in writing, meaning a message conveyed through any other normal, secured communication channel and received in writing or capable of being reproduced in writing, provided all Board members have been consulted concerning the resolution to be passed and none of them objects to this manner of passing resolutions.
12. Each Board member shall be entitled to cast one vote. Insofar as these Articles do not prescribe a greater majority, all Board resolutions shall be passed by an absolute majority of the votes validly cast.
If there is a tie vote, the Chairman shall decide the matter.
13. All votes at meetings shall be oral, unless the Chairman deems a written vote desirable or one of the persons entitled to vote desires this. Written voting shall occur with unsigned, sealed ballots.
14. Abstentions shall be considered votes not cast.
15. In all disputes concerning voting which are not provided for by the Articles, the Chairman shall decide the matter.
16. The provisions above in this Article shall apply by analogy as much as possible to Executive Committee meetings and resolutions.
MANAGEMENT AUTHORITY AND REPRESENTATION
Article 8.
1. The Executive Committee shall be responsible for managing the Foundation. It shall determine such aspects as the Foundation’s policy, mission and objectives.
2. With the General Board’s prior approval, the Executive Committee shall be entitled to decide to enter into agreements to acquire, dispose of and encumber property subject to registration.
3. The Foundation shall not be entitled to enter into agreements in which the Foundation commits itself as a surety or jointly and severally liable co‑debtor, warrants performance by a third party or undertakes to provide security for another’s debt.
4. The Executive Committee shall be responsible for carrying out General Board resolutions.
Article 9.
1. Insofar as the law does not provide otherwise, the Foundation shall be represented by the Executive Committee. The Foundation may also be represented by two Executive Committee members acting jointly.
2. The Executive Committee may furnish a power of attorney to others to represent the Foundation within the limits described in that power of attorney.
END OF MEMBERSHIP ON THE BOARD
Article 10.
Any Board member shall cease to be a Board member:
- upon the Board member’s death;
- upon loss of the right to dispose of his/her property;
- upon written resignation (retirement);
- upon dismissal pursuant to Article 2:298 of the Dutch Civil Code;
- upon retirement by rotation subject to the provisions in Article 5.3, on the understanding that the Board member concerned shall remain in office until his/her successor has been appointed, but no later than until the thirty‑first of December of that calendar year.
FINANCIAL YEAR AND ANNUAL REPORT AND ACCOUNTS
Article 11.
1. The Foundation’s financial year shall coincide with the calendar year.
2. With respect to the Foundation’s financial condition and everything concerning the Foundation’s activities, the Executive Committee must, in accordance with the requirements arising from these activities, maintain records in such a manner and keep the related books, records and other data carriers in such a manner that the Foundation’s rights and obligations may be ascertained at all times.
3. At the end of each financial year, a balance sheet and statement of income and expenditure shall be drawn up by the Treasurer for the financial year ended, which Annual Report and Accounts shall be presented to the General Board within six months after the financial year ends and, if legally required, accompanied by a report from a registered accountant or accounting consultant.
4. The Annual Report and Accounts shall be adopted by the General Board.
Adoption of the Annual Report and Accounts by the General Board shall discharge the Executive Committee from liability for the management performed by the Executive Committee.
5. The data placed on a data carrier, except for the balance sheet and statement of income and expenditure put down on paper, may be transmitted and stored on another data carrier, provided transmission occurs with correct and complete reproduction of the data and this data is available for the entire storage time and can be made readable within a reasonable period.
6. The Board must keep the books, records and other data carriers referred to in paragraphs 2 and 3 of this Article for seven years.
COMMITTEES
Article 12.
1. The Executive Committee shall be entitled to establish one or more committees.
2. The manner of appointment, suspension and dismissal of a committee’s members, as well as the duties and powers of a committee, shall be determined by the Executive Committee in standing orders.
3. The Executive Committee shall be entitled to establish an honorary committee, which cannot have any authority or liability with respect to the Foundation.
DIRECTOR
Article 13.
1. The Executive Committee may appoint a Foundation Director and make this Director responsible for the Foundation’s day-to-day affairs.
2. If a Director has been appointed, he/she may be dismissed by the Executive Committee, subject to the relevant statutory provisions.
3. Unless the General Board decides otherwise, the Director must attend General Board and Executive Committee meetings and shall have an advisory vote there.
4. The Executive Committee shall adopt standing orders setting forth the Director’s authority and the policy to be followed by him/her.
STANDING ORDERS
Article 14.
1. The General Board shall be entitled to adopt one or more sets of standing orders, which provide for those subjects not encompassed by these Articles.
2. Standing orders may not be contrary to the law or these Articles.
3. The General Board shall be entitled at all times to amend or repeal standing orders.
AMENDMENT OF THE ARTICLES
Article 15.
1. The General Board shall be entitled to amend these Articles.
A resolution to that effect must be passed by a majority of at least three‑fourths of the votes cast in a meeting in which all General Board members are present or represented.
2. If not all Board members are present or represented in a meeting in which a proposal referred to in paragraph 1 of this Article is put forward, a second Board meeting shall be convened, to be held not earlier than seven days, but not later than twenty-one days, after the first meeting, in which such a resolution may be passed by a majority of at least three‑fourths of the votes cast, provided that at least a majority of the members in office are present or represented at the meeting.
3. Each Board member shall be entitled to execute the notarial deed amending the Articles.
DISSOLUTION AND LIQUIDATION
Article 16.
1. The General Board shall be entitled to dissolve the Foundation.
The provisions in Articles 15.1 and 15.2 shall apply by analogy to the resolution to that effect to be passed.
2. After the Foundation is dissolved, it shall continue to exist insofar as necessary to liquidate its assets.
3. The Foundation shall be liquidated by the Executive Committee, unless the General Board designates someone else.
4. The liquidators shall ensure that the Foundation’s dissolution is recorded in the Commercial Register.
5. During liquidation, the provisions of these Articles shall remain in effect as much as possible.
6. Any surplus remaining from the dissolved Foundation shall be spent as much as possible in accordance with the Foundation’s objects.
7. After liquidation, the dissolved Foundation’s books and records shall be kept for seven years by the youngest liquidator.
FINAL PROVISION
Article 17.
In all cases not provided for by the law or these Articles, the General Board shall decide the matter.”
POWER OF ATTORNEY
The person appearing has been given authority by one (1) private power of attorney, which shall be attached to this Deed immediately after execution.
The person appearing has sufficiently proven his identity to me, the civil-law notary.
This Deed was executed in Amsterdam on the date stated at the beginning of this Deed.
After the content of this Deed was stated succinctly by me, the civil‑law notary, to the person appearing and was explained by me, the civil‑law notary, he stated that he had taken note of the content thereof, agreed to the content and did not require the Deed to be read out in full. Immediately after a limited reading, this Deed was signed by the person appearing and me, the civil‑law notary.
(Signed): T. P. H. Olthoff, F. W. Oldenburg.
ISSUED AS A TRUE COPY
