CARDIMED GLOBAL HEALTH FOUNDATION
Definitions of concepts.
The concepts used in these articles of association are defined below:
the articles of the Foundation as they will read from time to time;
the legal entity to which the Articles appertain;
– In Writing:
by letter, by telecopy, by e-mail or by message which is transmitted via any
other current means of communication and which can be received electronically
or in the written form, provided that the identity of the sender can be
– Management Board:
the management board of the Foundation.
Name and official seat.
- The name of the Foundation is: CARDIMED Global Health Foundation.
- The Foundation has its official seat in the municipality of Maastricht.
- The objectives of the Foundation are offering (financial) assistance to (legal) persons and organizations at home and abroad for the purpose of preventing and / or combating (medical) problems in the world in the broadest sense of the word and more specifically in the field of health care as also to accept bequests with the benefit of inventory and to perform all such further acts and activities as are in the widest sense connected therewith, incidental thereto and/or which may be conducive thereto.
- The Foundation shall make every effort inter alia to attain and accomplish its objectives by:
– collecting money through the organization of and / or participation in events;
– setting up projects at home and abroad through the aforementioned funds; and
– making a (financial) contribution to already existing projects and / or charities.
- The objective of the Foundation is not to gain profits.
- The Foundation aims to serve the public interest.
Funds and means.
- The funds and means of the Foundation will be formed and created from:
- subsidies and other contributions;
- gifts, bequests and legacies;
- all other acquisitions and gains.
- The Foundation may accept bequests only with the benefit of inventory.
- The Management Board shall consist of at least three (3) members, whose exact number is to be determined by the Management Board and shall be appointed the first time by (means of) the present deed.
- The Management Board (with the exception of the first Management Board, the members of which are appointed in office), shall elect out of its body a chairman, a secretary and a treasurer, together forming the executive Management Board.
The positions of secretary and treasurer may also be held by one person.
At most half the number of the Management Board members may have a family relationship with another member. A family connection is understood to be blood or affinity up to and including the fourth degree and the capacity of spouse, registered partner or other life companion.
- The Management Board members shall retire in accordance with a schedule of retirement drawn up by the Management Board, with observance of a period of office of at least four years, with the exception of the members of the first Management Board, who shall be in office for a period of four years and subsequently retire in accordance with a schedule of retirement drawn up by the Management Board, on which occasion a shorter period of office than four years may apply to them; Management Board members appointed to interim vacancies shall take the place of their predecessors on the schedule of retirement.
Retiring Management Board members shall be eligible for reappointment unlimitedly.
- If one or more vacancies are created on the Management Board the remaining Management Board members unanimously (or the sole remaining Management Board member) shall fill it or them by the appointment of one or more successor(s) within three months after the creation of the vacancy or vacancies.
- Should the Management Board have one or more vacancies then the remaining Management Board members or the sole remaining Management Board member shall nevertheless remain a lawful Management Board.
- If there is any disagreement among the remaining Management Board members about the appointment and also if at any time all the Management Board members should be lacking before the vacancy/vacancies created has/have been filled and furthermore if the remaining Management Board members should fail to fill the vacancy/vacancies within the period mentioned in paragraph 4 of this article they shall be filled by the court on request of any interested party or on demand of the public prosecutor’s office.
Meetings of the Management Board and resolutions of the Management Board.
- The meetings of the Management Board shall be held at the places from time to time to be determined and designated by the Management Board.
- One meeting shall be held at least every six months.
- Furthermore, meetings shall be held whenever the chairman deems the holding thereof desirable or if one of the other Management Board members makes a request In Writing to that effect to the chairman, at the same time specifying the items of business to be discussed and considered at such a meeting.
Should the chairman fail to comply with such a request in a way that the meeting can be held within three weeks of receipt the said request, the applicant shall be entitled to convene a meeting himself, with due observance of the formalities required.
- At least seven days’ previous notice of any such meeting shall be given by the chairman In Writing – subject to and with due observance of the provisions laid down in paragraph 3 of this article -, excluding the day on which notice of meeting is given and the day designated for the meeting.
- The convening notices shall – in addition to place, date and hour of the meeting – state and specify the items of business to be discussed and considered thereat.
- If the regulations and requirements given and made by the Articles for the convening and holding of meetings have not been duly observed and complied with, valid resolutions may nevertheless be tabled and passed at a meeting of the Management Board on all items of business that are brought up for discussion thereat, provided always that at the meeting of the Management Board concerned all the Management Board members are present and provided that the resolutions in question are taken by an unanimous vote.
- The meetings shall be presided over by the chairman of the Management Board; if the latter is absent, the meeting itself shall designate its chairman.
- Minutes of the business transacted at the meetings shall be taken by the secretary or by one of the other persons present to be invited and designated for that purpose by the chairman of the meeting.
The minutes shall be confirmed at the next meeting and shall in witness thereof be signed by the chairman and the secretary of that meeting.
- The Management Board may pass valid resolutions at the meeting only if the majority of its members from time to time is present or represented at the meeting.
A Management Board member may cause himself to be represented at the meeting by a fellow Management Board member upon production of a written power of attorney, which is in a form being satisfactory to the chairman of the meeting.
In this connection a Management Board member can act as attorney for only one fellow Management Board member.
- The Management Board may pass resolutions without holding a meeting, provided that all the Management Board members have cast their votes In Writing.
The provisions in the preceding sentence also apply to resolutions to amend the Articles or to dissolve the Foundation.
For decision making without holding a meeting the same majorities apply as for decision making in a meeting.
A report of a resolution passed without holding a meeting shall be drawn up by the secretary, upon adding the votes cast, which report shall be added to the minutes after it has been countersigned by the chairman.
- Each Management Board member shall be entitled to cast one vote.
To the extent that the Articles prescribe no larger majority, all resolutions of the Management Board shall be passed by absolute majority of the valid votes cast.
If the votes are tied, then no decision shall be taken.
One or more Management Board members shall have the right, within ten days after the meeting has been held, at which the votes are tied, to request the “Het Nederlands Arbitrage Instituut” (Dutch Arbitration Institute) to appoint an adviser, in order to reach a decision about the proposal in question.
In that case the decision taken by the adviser shall carry the same force as a decision taken by the Management Board.
- All votes at the meeting shall be oral, unless the chairman deems a vote by ballot desirable or one of the persons present at the meeting and entitled to vote so demands a ballot before the vote is taken.
Votes by ballot shall be taken by means of unsigned, folded ballot-papers.
- Blank votes shall be regarded as not having been cast.
- In all disputes about votes not provided for in and by the Articles the chairman shall have the final decision.
- The provisions laid down in this article shall as much as possible apply correspondingly to meetings and resolutions of the executive Management Board.
Powers of the Management Board and remunerations.
- The Management Board shall be vested with the conduct and management of the business and the affairs of the Foundation.
- The Management Board shall have the power to resolve that the Foundation enters into agreements for the acquisition, alienation, encumbrance and disposal of registered real estate and enters into agreements, under and in pursuance of which the Foundation binds itself as surety or severally liable co-debtor, to answer for a third party/person or to give security for binding itself for a debt of another party or person.
- No remuneration can be granted to the Management Board members.
Expenses will be reimbursed to the Management Board members on production of the necessary proof.
- The board adopts a policy plan and periodically updates this policy plan. The policy plan provides insight into the activities to be carried out by the Foundation, the manner in which funds are raised, the management of the Foundation’s assets and how they are spent.
- The board ensures that:
– no more capital is held by the Foundation than is necessary for the continuity of the work provided for the purpose of the Foundation; and
– the costs of raising funds and the management costs of the Foundation are in reasonable proportion to the expenditure for the purpose of the Foundation.
- The board ensures that the administration of the Foundation is set up in such a way that the nature and scope of:
– the expense allowances due to the individual directors;
– the costs incurred for the collection of funds and for the management of the Foundation and the nature and scope of other expenses of the Foundation;
– the income of the Foundation;
– the assets of the Foundation.
- The Foundation shall be represented by the Management Board, in so far as not otherwise provided for by law.
Furthermore, the Foundation may be represented by two members of the executive Management Board acting jointly.
- The Management Board may grant to and confer upon other persons powers of attorney for the representation of the Foundation at law and otherwise within the limits defined in those powers of attorney.
Termination of membership of the Management Board.
Membership of the Management Board shall terminate by:
- the death of a Management Board member;
– loss of the right to dispose of his assets;
– written resignation;
– dismissal by virtue of article 2:298 of the Dutch Civil Code;
– a resolution of the other Management Board members passed unanimously;
– retirement by rotation.
Financial year and annual accounts.
- The financial year of the Foundation shall coincide with the calendar year.
- As at the end of each financial year the treasurer shall draw up a balance sheet and a statement of income and expenditure for the previous financial year, such annual accounts to be submitted to the Management Board, together with a report of an auditor or an accountant/administrative consultant, if the subsidizing parties so desire, within six months from the end of the previous financial year.
- The annual accounts shall be confirmed by the Management Board.
Confirmation of the annual accounts by the Management Board shall constitute a discharge to the treasurer of his duties in relation to the administration and management conducted by him.
The Management Board may institute one or more committees, whose tasks and powers shall then be laid down in by-laws.
The Management Board may institute an Advisory Board, whose task shall then at any rate be to give the Management Board advice, requested and non-requested.
The further tasks and powers shall then be laid down in by-laws.
- The Management Board may appoint a Director and may charge the latter with the day-to-day management of the Foundation’s business and affairs.
- If a Director has been appointed, he may be removed from office by the Management Board itself having complied with the relevant statutory provisions.
- At meetings of the Management Board the Director shall have an advisory vote.
Codes of rules.
- The Management Board shall have the power and authority to lay down and confirm one or more code(s) of rules, in which those matters are regulated to the extent that these have not been provided for by and in the Articles.
- The codes of rules may not conflict with the law or the Articles.
- The Management Board shall at all times be empowered to alter or cancel the codes of rules. 4. The provisions laid down in paragraphs 1 and 2 of article 15 hereof shall apply correspondingly to the confirmation, laying-down, alteration and cancellation of the codes of rules.
Amendment to the Articles.
- The Management Board shall be empowered to amend the Articles.
Without prejudice to the provisions of paragraph 10 of article 6 a resolution to that effect must be passed by a majority of at least three quarters of the votes cast at a meeting, at which all the Management Board members are present or represented.
- If at a meeting, at which a proposal as referred to in paragraph 1 of this article has been brought up for discussion, not all of the Management Board members are present or represented, then a second meeting of the Management Board shall be convened, to be held not earlier than seven days but not later than twenty-one days after the first meeting, at which such a resolution must only be passed by a majority of at least three quarters of the votes cast and provided always that at least a majority of the Management Board members from time to time is present or represented.
- Each Management Board member shall be empowered to expedite execution of the notarial deed embodying the amendment to the Articles.
Dissolution and winding-up.
- The Management Board shall have power and authority to dissolve the Foundation.
The provisions laid down in paragraphs 1 and 2 of Article 15 hereof shall apply correspondingly to a resolution tabled to that effect.
- After its dissolution the Foundation shall continue in existence, in so far as such continuation is necessary for the liquidation and winding-up of its funds and means.
- The liquidation and winding-up proceedings shall be effected by the Management Board.
- The liquidators shall take due care to see that an entry of the Foundation’s dissolution is made in the register referred to in article 2:289 of the Dutch Civil Code.
- During the winding-up proceedings the provisions of the Articles shall as far as possible continue in force.
- A positive liquidation balance of the dissolved Foundation shall be spent for the benefit of an organization with ANBI status with similar objects as the objects of the Foundation or for the benefit of a foreign organization which exclusively or almost exclusively intends the public utility and which has similar objects as the objects of the Foundation.
- After completion of the winding-up proceedings the books of account, records, vouchers and other data carriers of the dissolved Foundation shall during the period of seven years remain in the custody of the youngest liquidator.
In all cases not provided for by law, nor by the Articles, the Management Board shall decide.
Finally, the person appearing declared and said that in giving effect to the provision laid down in paragraph 1 and 2 of article 5 hereof the Management Board will for the first time consist of three (3) members and that the following persons are appointed the first Management Board members of the Foundation
- Mr Chris Zollner, aforementioned, as chairman;
- Mr. Asanka Fernando, with the title treasurer;
- Ms Melissa Essers, with the title of secretary.
The address of the Foundation is Stationsplein 8R at 6221 BT Maastricht.
The person appearing chooses for everything concerning this deed domicile at the
office of the notary, keeper of this deed.
The person appearing is known to me, civil-law notary.
OF WHICH ACT was executed in Maastricht on the date stated in the head of this
The business content of the deed has been specified and explained to the person
The person appearing stated that he did not wish to have the deed read out in full, to
have received a draft deed in good time before the death, to have taken cognizance
of the contents of the deed and to agree to the contents.
This deed was read to a limited extent and signed immediately thereafter, first by the
person appearing and then by me, notary.