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Association founding statutes

Today, appeared before me, Mr. Maria Arina Janna Elizabeth Hazenberg, notary in Amsterdam:

  1. Peter-Paul Koch
  2. Tom Greuter
  3. Arjan Eising

By this deed, the appearing persons declared to establish an association and to adopt the following articles of association for this purpose.

Name

Article 1

The association bears the name: Fronteers.

Seat

Article 2

It has its registered office in Amsterdam.

Goal

Article 3

The association aims to:

  1. the professionalization of the web front-end developer profession.
  2. the recognition and improvement of the position of, as well as the support of, Dutch web front-end developers.

Members

Article 4

  1. Members of the association may be natural or legal persons of age.
  2. The board keeps a register containing the names and addresses of all members.

Admission

Article 5

  1. The board decides on the admission of members.
  2. In the event of non-admission as a member, the general meeting may still decide to admit.

End of membership

Article 6

  1. Membership ends:
    1. by the death of the member;
    2. by cancellation of the member;
    3. by cancellation on behalf of the association. This can take place when a member does not fulfill his obligations towards the association, as well as when the association cannot reasonably be expected to continue the membership;
    4. by dismay. This can only be pronounced when a member acts contrary to the statutes, regulations or resolutions of the association, or unreasonably disadvantages the association.
  2. Termination on behalf of the association is effected by the board.
  3. Cancellation of membership by the member or by the association can only take place towards the end of an association year and with due observance of a notice period of four weeks. However, membership can be terminated immediately if the association or the member cannot reasonably be expected to continue the membership.
  4. A cancellation contrary to the provisions of the previous paragraph will cause the membership to end at the earliest permitted time following the date on which cancellation was made.
  5. Immediate termination of membership by cancellation is also possible for a member:
    1. within one month after a decision limiting the rights of the members or aggravating their obligations has become known to or has been communicated to the member. In that case, the decision does not apply to that member. However, a member is not authorized to exclude a decision by which the obligations of a pecuniary nature of the members have been aggravated in relation to him;
    2. within one month after a decision to convert the association into another legal form or to merge has been communicated to him.
  6. Expulsion from membership is done by the board.
  7. A decision to terminate membership by the association on the grounds that the association cannot reasonably be required to continue membership and a decision to expel from membership must be made within one month of receipt of the notification. of the resolution may be appealed to the general meeting. To this end, he will be notified in writing of the decision, stating the reasons, as soon as possible. During the appeal period and pending the appeal, the member is suspended.
  8. If membership ends in the course of an association year, the annual contribution will nevertheless remain due for the whole.

Annual Contributions

Article 7

  1. The members are obliged to pay an annual contribution, which will be determined by the general meeting. To this end, they can be divided into categories that pay a different contribution.
  2. The board is authorized in special cases to grant full or partial exemption from the obligation to pay a contribution.

Management

Article 8

The board consists of at least three persons, who are appointed by the general meeting. The appointment is made from among the members.

End of Board Membership / Periodic Membership / Suspension

Article 9

  1. Each board member, even if he has been appointed for a specific period, can be dismissed or suspended at any time by the general meeting. A suspension that is not followed within three months by a decision to dismiss will end when that term expires.
  2. Each board member will retire no later than three years after his appointment, in accordance with a retirement schedule to be drawn up by the board. The retiring person is eligible for re-election; anyone who is appointed to an interim vacancy takes the place of his predecessor on the roster.
  3. Board membership also ends:
    1. by termination of membership of the association;
    2. by thanking.

Board positions / Decision making

Board functions / Decision-making of the board

Article 10

  1. The board appoints a chairman, a secretary and a treasurer from among its members. It may appoint a replacement for any of them from among its members. A board member can hold more than one position.
  2. The secretary will draw up minutes of the proceedings at each meeting, which will be adopted and signed by the chairman and the secretary. Notwithstanding what the law provides in this regard, the chairman's judgment regarding the formation and content of a decision is not decisive.

Management task / Representation

Article 11

  1. Subject to the restrictions under the articles of association, the board is responsible for managing the association.
  2. If the number of board members has fallen below three, the board remains authorized. However, it is mandatory to convene a general meeting as soon as possible in which the provision in the open place or places is discussed.
  3. The board is authorized, under its responsibility, to have certain parts of its duties carried out by committees appointed by the board.
  4. The board is, subject to the approval of the general meeting, authorized to decide to enter into agreements to purchase, dispose of or encumber registered properties, to conclude agreements in which the association undertakes as guarantor or joint and several co-debtor, to commit itself for a strengthens a third party or undertakes to provide security for a debt of another. The lack of this approval can be appealed by and against third parties.
  5. The association is represented by the board or by two board members acting jointly.

Annual report / Accounts and accountability

Article 12

  1. The association year runs from January 1st to December 31st.
  2. The board is obliged to keep records of the association's financial position in such a way that its rights and obligations can be known at all times.
  3. The board shall present its annual report at a general meeting within six months after the end of the association year, unless this period is extended by the general meeting, on the state of affairs within the association and on the policy pursued and shall prepare a balance sheet and statement of income and expenditure with explanation to the meeting. These documents are signed by the directors; if the signature of one or more of them is missing, this will be stated, stating the reasons.
  4. The general meeting annually appoints a committee of at least two people from among the members, who may not be part of the board. The Committee examines the accounts and accountability of the board and reports its findings to the general meeting.
  5. If the examination of the accounts requires special accounting knowledge, the investigation committee may be assisted by an expert. The board is obliged to provide the committee with all information it requires, to show it the cash and values if desired, and to allow inspection of the association's books and documents.
  6. The charge of the committee can be revoked at any time by the general meeting, but only by appointing another committee.
  7. The board is obliged to keep the documents referred to in paragraphs 2 and 3 for ten years.

General meeting

Article 13

The general meeting has all powers in the association that are not assigned to the board by law or the articles of association. A general meeting - the annual meeting - is held annually, no later than six months after the end of the association year. The following topics will be discussed at the annual meeting: the annual report and the accounts referred to in Article 12 with the report of the committee referred to there; the appointment of the committee referred to in article 12 for the following association year; provision for any vacancies; proposals from the board or members, announced in the notice convening the meeting. Other general meetings are held as often as the board deems this desirable. Furthermore, at the written request of at least such a number of members as is authorized to cast one-tenth of the votes, the board is obliged to convene a general meeting within a period of no longer than four weeks. If the request is not complied with within fourteen days, the applicants may convene the meeting themselves by notice in accordance with Article 17 or by advertisement in at least a widely read daily newspaper in the place where the association is located.

Access and voting rights

Article 14

  1. All members of the association have access to the general meeting. Suspended members and suspended board members have no access, on the understanding that a suspended member has access to the meeting in which the decision to suspend is discussed. He also has the right to speak at that meeting.
  2. The board decides on the admission of persons other than those referred to in paragraph 1.
  3. Each member of the association who is not suspended has one vote.
  4. A member may cast his vote through another member authorized in writing.

Chairmanship / Minutes

Article 15

  1. Unless the situation arises as described in Article 13, paragraph 4, last sentence, the general meetings are chaired by the chairman of the association or his deputy. If the chairman and his deputy are absent, one of the other board members to be designated by the board will act as chairman. If the chairmanship is not provided in this way, the meeting itself will provide it.
  2. The secretary or another person designated for this purpose by the chairman will keep minutes of the proceedings at each meeting, which will be adopted and signed by the chairman and the minute taker. Those who convene the meeting can have a notarial report drawn up of the proceedings. The contents of the minutes or the official report shall be brought to the attention of the members.

Decision-making of the General Meeting

Article 16

  1. The judgment of the chairman expressed at the general meeting regarding the outcome of a vote is decisive. The same applies to the content of a decision taken insofar as a vote was taken on a proposal not recorded in writing.
  2. However, if the correctness thereof is disputed immediately after the pronouncement of the judgment referred to in the first paragraph, a new vote will take place if the majority of the meeting or, if the original vote was not taken by roll call or in writing, a person present who is entitled to vote so requests. . This new vote cancels the legal consequences of the original vote.
  3. Unless the articles of association or the law provide otherwise, all decisions of the general meeting are taken by an absolute majority of the votes cast.
  4. Blank votes are considered not to have been cast.
  5. If no one has obtained an absolute majority in an election of persons, a second vote will take place. If no one has again obtained an absolute majority, re-votes will take place until either one person has obtained the absolute majority or a vote has been held between two persons and the votes are tied. In the case of reported revotes (which does not include the second vote), voting will always take place between the persons who were voted for in the previous vote, with the exception of the person for whom the smallest number of votes was cast in that previous vote. If the smallest number of votes have been cast for more than one person in that previous vote, it will be determined by drawing lots for which of those persons no more votes can be cast in the new vote. In the event of an equal vote in a vote between two people, lots will decide which of them is elected.
  6. If there is an equal vote on a proposal not affecting the election of persons, it is rejected.
  7. All votes are taken orally, unless the chairman deems a written vote desirable or one of the persons entitled to vote requires this before the vote. Written voting takes place with unsigned, closed ballots. Decision-making by acclamation is possible, unless a person entitled to vote requires a roll-call vote.
  8. A unanimous decision of all members, even if they are not present in a meeting, has the same force as a decision of the general meeting, provided that it is taken with prior knowledge of the board.
  9. As long as all members are present or represented at a general meeting, valid decisions can be taken, provided that they are unanimously voted, on all subjects to be discussed - including a proposal to amend the articles of association or to dissolve - even if no notice has been given or this has not been done in the prescribed manner or any other regulation regarding convening and holding meetings or a related formality has not been observed.

Convocation of General Meeting

Article 17

  1. The general meetings are convened by the board. The notice shall be given in writing to the addresses of the members according to the members register referred to in Article 4. The term for the notice is at least seven days.
  2. The topics to be discussed will be stated in the notice, without prejudice to the provisions of Article 18.

Change of articles of association

Article 18

  1. The association's statutes may not be changed except by a resolution of a general meeting, which has been convened with the announcement that amendments to the statutes will be proposed there.
  2. Those who have convened the general meeting to discuss a proposal to amend the articles of association must, at least five days before the meeting, place a copy of that proposal, in which the proposed amendment is included verbatim, in a suitable place for the members to see. for inspection until after the end of the day on which the meeting is held. In addition, a copy as referred to above will be sent to all members.
  3. A resolution to amend the articles of association requires at least two-thirds of the votes cast, in a meeting in which at least two-thirds of the members are present or represented. If two-thirds of the members are not present or represented, a second meeting will be convened and held within four weeks at which the proposal as discussed in the previous meeting can be discussed, regardless of the number of members present or represented. be decided, provided that it is passed by a majority of at least two-thirds of the votes cast.
  4. An amendment to the articles of association does not come into effect until a notarial deed has been drawn up. Every board member is authorized to have the deed executed.

Dissolution

Article 19

  1. The association can be dissolved by a decision of the general meeting. The provisions of paragraphs 1, 2 and 3 of the previous article apply mutatis mutandis.
  2. Unless the general meeting decides otherwise, the liquidation will be carried out by the board.
  3. The positive balance after settlement will revert to those who were members at the time of the decision to dissolve. Each of them receives an equal share. However, in the decision to dissolve, the surplus can also be used for another purpose.
  4. The association shall cease to exist at the time at which there are no longer any known benefits to it or to the liquidators. The liquidators will report this to the registers where the association is registered.

House rules

Article 20

  1. The general meeting may adopt internal regulations.
  2. The internal regulations may not conflict with the law, even where it does not contain mandatory law, nor with the articles of association.

The persons appearing are known to me, notary, and the identity of the persons appearing involved in this deed has been established by me, notary, on the basis of the appropriate documents. This deed, drawn up in minutes, was executed in Amsterdam on the date stated at the head of this deed. After stating and explaining the contents of this deed to those appearing, they unanimously declared that they had taken note of the contents of this deed in good time and that they did not wish to have it read out in full. This deed was then signed after a limited reading by those appearing and me, notary.