ADVOCATEN NOTARISSEN BELASTINGADVISEURS
Mrs Stephanie Marie Louise Elisabeth schoonhoven-Stoot, candidate civil-law notary, residing at Rotterdam as deputy of Ms Maria Francisca Elisabeth de Waard-Preller, civil-law notary, residing at Rotterdam, hereby declares, that an unofficial translation of the Articles of Association of the foundation, with corporate seat at Amsterdam, Stichting European Society of Residents in urology read as per the attached text.
The Articles of Association are lastly amended by notarial deed executed by me, Maitre, on July, 7, 1999.
Signed at Rotterdam on July, 8, 1999.
NAME AND SEAT
- The name of the Foundation is: STICHTING EUROPEAN SOCIETY OF RESIDENTS IN UROLOGY (abbreviated: St. E.S.R.U.).
- The foundation has been founded for an indefinite period of time.
- It is established in Amsterdam.
The objects of the Foundation are:
- to support Urological training throughout Europe;
- to cooperate closely with the European Board of Urology (hereinafter referred to as EBU), the European Association of Urology (EAU) and other recognised organisations;
- to support exchange programs between member countries;
- to organize conferences/workshops for urology trainees;
- to canvass for representation on the EBU and other organisations, which are involved in urological training in Europe;
- to support organisation of national associations of urology trainees in Europe;
- to do anything which is, in the widest sense of the word, connected with or may be conducive to these objects.
The funds of the foundation shall be formed by:
- contributions from national and international urological association;
- scholerships provided by the pharmaceutical and other industries;
- subsidies and donations;
- gifts, inheritances and beguests;
- other income.
- The Foundation shall have a Board, consisting of at least four members, the number thereof to be fixed by the Board.
- All members should be urologists in training from European countries. Members should be representatives from the national associations for urologists in training or, if not existing, nominated from the national associations for urologists.
- Every national association for urologists in training, if not existing, the national association for urologists, may appoint at. maximum two board members and two substitutes in the event that its board member (or both of its board members) will be absent. If there is a vacancy (or there are several vacancies) on the board the foresaid association(s) shall fill it/them within three months after the occurrence of the vacancy/vacancies by the appointment of one (or more) successor(s). If neither a national association for urologists in training nor the national association for urologists do not nominate any representatives or after the expiration of the above mentioned period the Executive Committee has the right to nominate experts from this country.
- A board member shall be in office for a period of two years; the appointments may twice be renewed, proved the candidate has not terminated his urological training at the time of the appointment.
- A board member may be represented at board meetings by a substitute who has been appointed by the association with appointed him. His name must be communicated to the Executive Committee of the Foundation.A board member may have himself represented at board meeting by another board member, with a written power of attorney, to be approved by the chairman of the meeting. 6. The Executive Committee may appoint one or more experts in the context of its activities, who have no voting rights. 7. The replacement of a board member or his substitute may be decided by the organ who appointed him by withdrawing the nomination to the foundation. The replacement must be indicated to the Executive Committee of the Foundation.
- The membership of the Board shall come to an end as a result of:
a. expiration of one year after termination of the urological training;
b. death; c. resignation;
d. discharge if this is given unanimously by the other board members or on the grounds of the provisions in article 298 of Book 2 of the Dutch Civil Code.
- The Board of the foundation shall appoint an Executive Committee amongst its members. The latter is composed of a Chairman, the Chairman-elect, the Past-Chairman, a Secretary and a Treasurer. The Executive Committee is in charge of the organization of the activities of the foundation, in particular convening meetings and supervising committees charged with the execution of decisions and the representation of the foundation.
- The Chairman, the Chairman-elect and the Past-Chairman are elected for a period of one year, re-election for one further period is possible. The Secretary and the Treasurer are elected for a period of two years, re-election for one further period is possible.
MEETINGS OF BOARD MEMBERS
- A session is held at least twice a year. Additional meetings may be convened by the Executive Committee, or at request of at least one third of the board members of the foundation.
- The agenda consists of items proposed by members of the Board or by members of the Executive Committee. The agenda and the relevant information is described to the members of the Board at least one month prior to the meeting.
- The minutes of the meeting, as well as all resolutions, recommendations, opinions, studies and other documents are to be sent to the members of the board and to the Chairman of the foundation within two months after the meeting.
- The Executive Committee meets at least every six months, if necessary every three months. The meetings are convened by the Chairman and/of the Secretary. The agenda and the relevant information are described to the Executive Committee members at least two weeks prior to the meeting.
Each board member or his substitute, is authorised to vote at the rate of one.
AUTHORITY AND REPRESENTATION
The foundation shall be represented by the Board or by two members of the Executive Committee acting jointly.
The Executive Committee may appoint various committeesand is able to determine rules for these committees.
FINANCIAL YEAR, ANNUAL RAPPORT, ACCOUNTING
- The financial year of the foundation coincides with the calender year.
- As of the end of the financial year the books of the foundation shall be balanced-off and a break-down of income and expenses during the past financial year shall be made.
- The annual accounts shall be adopted by the Board. The adoption shall have the effect of discharging the treasurer from liability for all actions stated in the annual accounts.
AMENDMENT OF THE ARTICLES
- The Board is entitled to amend these articles based on a written proposal of the Executive Committee or a written proposal of one thirds of the board members. A resolution to do so must be taken with two thirds of the votes in a meeting in which all board members are present or represented. In case of absence of any board members at the meeting, a second meeting must be held within four weeks, in which meeting the decision of amendments of the articles can be taken with two thirds of the votes, notwithstanding the number of present or represented board members at the meeting.
- On pain of its being null and void an amendment must be made in a notarial deed.
- The Members of the Board are obliged to file an authenticated copy of the deed containing the amendment, together with the amended articles, at the offices of the Register of Foundations, kept by the Chamber of Commerce and Industry in whose area the foundation has its seat.
WINDING UP AND LIQUIDATION
- The Executive Committee is entitled to wind-up the foundation. A resolution to do so must be taken with two thirds of the votes in a meeting in which half of the board members are present or represented. In case of absence of half of the board members at the meeting, a second meeting must been held within four weeks, in which meeting the decision of amendments of the articles can be taken with two thirds of the votes, notwithstanding the number of present or represented board members at the meeting.
- After being wound-up the foundation shall continue to exist to the extent that this is necessary for the liquidation of its assets.
- The liquidation shall be carried out by the Executive Committee. The liquidators shall ensure that the winding-up is registered in the registered referred to in article 11 section 3.
- During the liquidation the provisions of these articles shall remain in force as far as possible.
- Any positive remaining balance of the foundation which has been wound-up shall be spent as far as possible in accordance with the aims of the foundation of may be transferred to the national urological trainee associations, connected with the foundation.
- After the end of the liquidation the books and documents of the foundation shall remain in the possession of the person who was secretary of the Board at the time of the resolution to wind-up the foundation for a period of ten years.
- The Executive Committee is entitled to lay down regulation(s) which deal with matters which are not contained in these articles.
- A regulation shall not be in violation of the laws of these articles