I, Robertus Eduard van der Horst, sworn translator for the English language, residing at Doctor Sioetlaan 13 in Abcoude, the Netherlands, do solemnly and sincerely declare that the attached English text is a full, true and faithful translation made by me of the document hereunto annexed, submitted to me for translation, in testimony whereof I have hereunto set my hand, this twenty-fourth day of November,2006.
R.E. van der Horst
Lubbers en Dijk notarissen Koningslaan 4 - 1075 AC Amsterdam Phone: 020 - 5736311 Fax: 020
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6799828
e-mail: mail@lubbers.nl
file: LG/2005.002807.01/km/mck@
AMENnMFNT TO THF CON~TITIITION@
On the twenty-seventh day of October two-thousand-and-six appeared before me, Mr Leonard Alexander Galman, civil-law notary practising in Amsterdam: Mr Mr Jan Donner, bom in Amsterdam on the seventh day of July nineteenhundred-and-forty-seven, residing at 1391 AJ Abcoude, Koningsvaren 22, married, his identity evidenced by passport bearing no 3171487781, Acting for this purpose as independently authorized manager of the association with full legal capacity: KoninklijkInstituut van de Tropen (Royal Tropical Institute), having its registered office in Amsterdam, and its place of business at 1092 AD Amsterdam, Mauritskade 63 (postal address: P.O. Box 95001, 1090 HA Amsterdam), entered into the Trade Register held by the Chambers of Commerce under no. 33185213, such for the purpose of executing the decision of the Council of Members mentioned below, general membership meeting within the meaning of the law; The party appearing, acting in aforesaid capacity, declared as follows. - The constitution of the association was lastly amended by deed, executed before me, civil-law notary, on the thirty-first day of July two-thousand-and-three; - On the thirtieth day of November two-thousand-and-five and on the twenty-fourth day of May two-thousand-and-six the Council of Members of the association, upon the proposal of the Executive Board, for which proposal the Executive Board was given the permission of the Supervisory Board, decided by at least three quarters of the votes cast that the constitution of the association be amended and fully readopted as follows. In order to execute the aforementioned decision, the party appearing, acting in the aforesaid capacity, hereby declared to amend the constitution of the association as follows: Name and seat Article 1
1.
The nameof the associationis: 1
2.
Koninklijk Instituut voor de Tropen (Royal Tropical Institute). The abbreviated name of the association is: KIT. The association is based in Amsterdam.
Object and method Article 2 1. The objects of the KIT are: to realize an independent knowledge- and expertise centre for international and intercultural collaboration; to contribute to sustainable development, poverty reduction, cultural preservation and cultural exchange, and the promotion in the Netherlands of the interest in and support for same;
2.
the carrying out of research, the providing of training courses and the performance of consultancy and information services. The development of practically applicable expertise in policy development and policy implementation is a priority in this regard; the conservation of cultural heritage, the organisation of exhibitions and other cultural events, having a forum and meeting function. The aiming for knowledge accumulation and exchange of knowledge and understanding of different cultures is an important starting-point for the work of the KIT. As a not-for-profit organisation the KIT works for both the public and private sector in close collaboration with partners in the Netherlands and abroad. The association seeks to achieve this objective: a. through establishing, maintaining and developing the organisation, which at least consists of the following departments, services and activities: i. Tropical Museum, charged with owning and maintaining one or more museums, in particular the Tropical Museum and the Tropical Museum Junior connected thereto; ii. Tropical theatre, charged with owning and maintaining a theatre, aimed at non-western theatre productions in the Netherlands and abroad; iii. information- and library services, charged with owning and maintaining a library and the forms of information services connected thereto; iv. activities aimed at performing and promoting research in the Netherlands and abroad, setting up and participating in projects, organising and cooperating in education, training courses and publications in the field of sustainable development, health care, and developing and offering programmes, training courses in the field of international and intercultural collaboration and integration; v. departments and services, charged with, inter alia, the publishing of books and magazines, the exploitation of the buildings and the 2
further support of, inter alia, the field of communication, the personnel and financial management; VI. any other activities that are in agreement with the objective defined above; b. by implementing and promoting research, by providing education, through consultancy and making available experts and by reinforcing the foundation for international collaboration in the Netherlands and abroad; c. by other legal means which may apply to or promote the achievement of the objectives set, all these actions either alone or in co-operation with international organisations, or with Dutch or foreign institutions, bodies or persons. Members Article 3 1.
2.
The association shall be made up of the following members: a. founders, which term shall be taken to mean: legal entities which prior to the first of January nineteen-hundred and sixty-eight donated to the association a one-off gift in the amount of at least twenty-five thousand guilders (NLG 25,000); natural persons who before the first of January nineteen-hundred and sixty-eight donated to the association a one-off gift in the amount of at least ten thousand guilders (NLG 10,000); b. ordinary members, which term shall be taken to mean legal entities and natural persons who, having been accorded membership by the Executive Board, paid to the association a contribution as intended in paragraph 2 of the present article; c. honorary members, which term shall be taken to mean natural persons who have been appointed as such, at the proposal of the Executive Board and the Supervisory Board, by the Council of Members. The amount of the contributions payable by ordinary members shall be determined by the Executive Board and approved by the Council of Members. The Executive Board may determine that, apart from payment of an annual contribution, membership may also be achieved through payment of a one-off contribution. Should the Executive Board decide to alter said one-off payments, membership rights obtained prior to this change through payment of a one-off contribution shall remain unaffected.
3. The members shall have those rights granted to them by the present constitution or by a decision of the Executive Board. Termination of membership Article 4
1.
Membershipof the associationshall be terminated: 3
a.
2. 3. 4.
5.
following the death of the member; if a legal person is a member, membership shall be terminated when that legal person ceases to exist; b. following cancellation by the member; c. following cancellation on behalf of the association, if a member fails to comply with his obligations in respect of the association, and it can no longer reasonably be demanded of the association to allow the membership to continue; d. following dismissal, if the member acts in contravention of the constitution, regulations or decisions of the association, or harms the association unreasonably. Cancellation by the member shall be by means of a written notice to the association. Cancellation on behalf of the association shall be by means of a written notice by or on behalf of the Executive Board, addressed to the member in question. Cancellation by the member or on behalf of the association may only take place towards the end of an association year, and with due observance of a period of notice of at least one month. However, membership may be terminated with immediate effect, if continuation of the membership may no longer be reasonably demanded of the member or the association. Dismissal from membership shall be carried out by the Executive Board. The party involved shall be urgently notified in writing of the decision, stating reasons. Within one month, the party involved shall be entitled to appeal to the Council of Members. During the appeal period and pending the appeal, the member shall be suspended. If following expiry of this period no decision has been taken in respect of said appeal, the suspension shall end. The Council of Members shall decide on the appeal within a period of six months.
Article 5 1.
The Council of Members of the Koninklijk Instituut voor de Tropen (in this constitution, for the sake of brevity, hereinafter referred to as "the Council of Members"), shall be the General Meeting of the association, and shall consist of: a.
2.
representations selected by the members of the association in accordance with the stipulations of article 6 (hereinafter referred to as "the elected representatives") and/or b. representatives appointed in accordance with paragraph 2 of the present article (hereinafter referred to as "founding representatives". If a founder has expressed the wish for representation in the Council of Members, the Council of Members shall appoint as representative in the Council of Members a natural person proposed by said founder, in 4
consultation with the Executive Board. 3.
The following may not be elected or appointed representatives: a. persons who are employed by the association; b. persons with a seat in the Executive Board or Supervisory Board of the association.
4.
The number of elected representatives shall not exceed thirty-five and shall not be less than two more than the number of founding representatives. The number of elected representatives shall be determined by the Council of Members, observing these limits. Should the number of elected representatives at any time fall below the required number, the Council of Members shall nonetheless retain full authority. In that case, however, through the election of new representatives, an increase to the required number shall be achieved as soon as possible. The Council of Members within the association shall have all authorities which
6.
have not been allocated by law or by the constitution to the Executive Board or the Supervisory Board. Election of elected representatives in the Council of Members Article 6 1.
The representatives as intended in paragraph 1 subsection a of article 5 shall be elected from amongst the ordinary members of the association, in the manner described herein below.
2.
The election of representatives will be held on the members day considered the meeting of the Council of Members, which day will be organised at least once a year, or at a place and time to be determined by the Executive Board, if the Executive Board deems this manner of electing desirable or if such a number of members of the association as at least one-third of the total
3.
D
4.
number of members of the association represents has asked for such a manner of electing in writing. Whenever an election of representatives is to be held, written notice hereof shall be issued to the members of the association by or on behalf of the Chairman of the Executive Board, in a manner to be determined by the Supervisory Board. This notice shall be accompanied by the proposal concerning the persons to be appointed to the vacancies that must be occupied. Both the Council of Members and the Supervisory Board are authorized to issue a proposal. Within four weeks following the notice as intended in paragraph 3, a proposal may be issued by a number of members of the association representing at least one-tenth of the total number of members of the association, for an appointment to one or more of the vacancies, by means of submission of a written proposal to the Executive Board. Each member shall have one vote. Those candidates shall be elected who
5
6.
have accrued the highest number of votes, whereby blank votes and spoilt votes shall be considered as not having been cast. In the event of an equality of votes, the election shall be decided by lot. If occurring, an announcement, notice, convocation and ballot paper shall be sent to the addresses, in particular also including e-mail addresses, of the members of the association last known to the association. The members may issue no appeal in respect of the non-receipt of these documents. At the proposal of the Executive Board, an announcement, notice or convocation
may also be issued by means of an advertisement in a daily newspaper. Term of office of the representatives in the Council of Members Article 7 1. 2.
3. 4.
Each representative shall be appointed for a term of three years. A retiring representative may be reappointed as such twice. In the annual meeting, as intended in article 8 paragraph 2, at least two of the representatives shall retire each year according to the retirement scheme established by the Council of Members. In respect of the term of his appointment, a representative elected or appointed to an interim vacancy shall take the place of his predecessor. Without prejudice to the stipulations in the above paragraphs, in this article, the representation by a member in the Council of Members shall end in the following cases: a. b. c.
in the event of his bankruptcy or placement under curatorship; if the member is an elected representative, at the end of his membership; in the event of cancellation of his position as representative, one month following the issuing of written notice thereof to the Executive Board; d. if he is appointed a member of the Executive Board or the Supervisory Board, as from the start of his membership of the Executive Board or of the Supervisory Board. Meetings of the Council of Members Article 8
1. D
The Council of Members shall meet at least twice a year, including the meetings as mentioned in paragraphs 2 and 3. Beyond and without prejudice to the specific tasks and authorities accruing to the Council on the basis of the present constitution, the Council of Members shall be consulted as a sounding board by the Executive Board or Supervisory Board at such times as the latter jointly or individually consider such consultation necessary or desirable.
2.
Except if postponed by the Council of Members, annually, before the first of July, a meeting of the Council of Members shall be held the annual meeting - during which: a. the Executive Board issues its annual report and renders an account of
-
6
3.
4.
its activities by handing over the annual accounts for the previous association year; b. a decision is taken concerning the approval of the annual accounts and the determination of the result; c. a decision is taken concerning discharge of the Executive Board and the Supervisory Board; d. any other subjects mentioned in the convocation are dealt with. Except if postponed by the Council of Members, also annually, before the first of December, a meeting of the Council of Members will be held, during which: a. the Executive Board submits for discussion the outlines of the policy to be followed by the association, by presenting the annual plan and the budget for the next association year; b. a decision is taken concerning approval of the annual plan and the budget; c. any other matters mentioned in the convocation are dealt with. Further, meetings of the Council of Members will be held as often as so determined by the Executive Board, or a written request for a meeting is submitted by at least one-tenth of the number of representatives in the Council of Members.
5.
6.
7.
c
8.
9.
10.
The meetings of the Council of Members will be summoned by the Executive Board. The meetings will be headed by the Chairman of the Supervisory Board or if unavailable, the Vice-Chairman of the Supervisory Board. If the Chairman is absent, the meeting of the Council of Members will itself appoint a chairman from the Supervisory Board. Should the Executive Board fail to comply, within fourteen days, with a request as intended in paragraph 4 of present article, the applicants are authorised themselves to call a meeting of the Council of Members. In such cases, the meeting itself will provide a chairman. A meeting of the Council of Members shall also be held if such is considered desirable by the Supervisory Board. The Supervisory Board shall then be authorised itself to call a meeting of the Council of Members. The summons shall take the form of a written convocation, stating the time and place of the meeting and the subjects to be discussed, with due observance of a period of notice of at least eight days, not counting the day of sending of the convocation or the day of the meeting. A valid decision may only be taken in respect of a proposal not appearing in the convocation, if at least the absolute majority of all sitting representatives in the Council of Members vote in favour of the proposal. The meetings of the Council of Members shall be attended by the members of the Executive Board and of the Supervisory Board. The chairman of the meeting shall determine who else shall be able to attend the meeting. 7
11.
Unless a notarial record is prepared, minutes of the matters discussed in the meetings of the Council of Members shall be kept through the office of the secretary of the Executive Board, or in his absence by the person appointed by the chairman of the meeting. Decision-making by the Council of Members Article 9 1.
2. 3.
4.
5.
Insofar as not otherwise laid down in this constitution, all decisions of the Council of Members will be taken by an absolute majority of the votes cast. Blank votes and spoilt votes shall be considered as not having been cast. In the event of a tie of votes, the proposal shall be deemed rejected. Each representative in the Council of Members shall have a single vote in the meeting. Members of the Executive Board and of the Supervisory Board may also speak in the Council of Members' meeting. Members of the Executive Board and of the Supervisory Board may not cast a vote in this meeting. The Council of Members may also take legally binding decisions outside meetings, on condition that such decisions are taken unanimously by all representatives currently sitting, and with the prior knowledge of the Executive Board. In such situations, votes may only be cast in writing. Absent representatives may vote by proxy via a co-representative in the Council of Members.
Honora!)' chairman
Article 10 The Council of Members may appoint an honorary chairman for the Koninklijk Instituut voor de Tropen, following a joint proposal by the Executive Board and the Supervisory Board. Executive Board Article 11 1.
The Executive Board of the association shall consist of at least two members. The Supervisory Board shall determine the number of members of the Executive Board and in case of more members of the Executive Board
D
appoint the chairman. If the Executive Board consists of one person, he will fulfil the functions attributed to the chairman of the Executive Board. 2. 3.
4.
Members shall be appointed for a period determined upon appointment. Nonmembers may also be appointed member of the Executive Board. A contract of employment as intended in article 7A:1647A of the Dutch Civil Code may be entered into with members of the Executive Board. Salary and further terms of employment shall be determined by the Supervisory Board. Members of the Executive Board shall be appointed by the Council of Members from a binding proposal prepared by the Supervisory Board. The binding character may be removed from any proposal by a decision of the
8
5.
6.
Council of Members taken by at least two-thirds of the votes cast, in a meeting in which at least two-thirds of the representatives are present or represented. If the Council of Members decides to remove the binding character from a submitted binding proposal, the Supervisory Board will issue a new binding proposal, which proposal shall be subject to the provisions in this paragraph. Members of the Executive Board may at all times be dismissed by the Council of Members, on the recommendation of the Supervisory Board. The stipulations in article 21 paragraph 3 shall apply accordingly to such a decision concerning dismissal or suspension. Even following extension, a suspension may not exceed a period of three months. If following the expiry of this period no decision has been taken to lift the suspension or dismissal, the suspension shall end. If at any time the number of members of the Supervisory Board should fall below the required number, the Executive Board shall nonetheless retain full authority. However, at such time, as soon as possible, through the appointment of new members to the Executive Board, an increase to the required number shall be achieved.
Decision making by the Executive Board Article 12 Only having obtained approval from the Supervisory Board shall the Executive Board be authorised to take decisions to enter into agreements to obtain, sell or encumber real estate and other registered property, and to enter into agreements whereby the association shall undertake to offer collateral or act as joint and several co-debtor. Representation Article 13 1.
D 2.
The association shall be represented by: a. the Executive Board; or b. the Chairman; or c. two members of the Executive Board, acting jointly. In situations in which one or more members of the Executive Board has a
conflicting interest with the association, the association shall be represented by the Supervisory Board. Supervisory Board Article 14 1.
Supervision of the Executive Board shall be exercised by a Supervisory Board. This Board shall consist of a number of persons, at least five, to be determined by the Council of Members. Members of the Supervisory Board shall be appointed and dismissed by the 9
3.
4.
Council of Members, whether or not drawn from amongst the members of the association. If the Council of Members does not accept the proposal, the Supervisory Board shall issue a new proposal. Members of the Supervisory Board shall be appointed for a period of five years. Members of the Supervisory Board shall be eligible for re-appointment once. The Executive Board is authorized to grant members of the Supervisory Board a holiday allowance.
5.
Members of the Supervisory Board shall undertake to bear responsibility for their actions in respect of the Council of Members. 6. The Supervisory Board shall meet as often as the Chairman or two of the other members of the Supervisory Board deem desirable, but at least four times a year. Supervision Article 15 1.
The Executive Board shall be required to provide the Supervisory Board with all information required by them, to show to the Supervisory Board the cash and securities upon request, and to provide the Supervisory Board with access to the books and documents of the association.
2.
The Supervisory Board shall be authorised to suspend implementation of the decisions of the Executive Board, and at the expense of the association, to call in the assistance of an expert. The Supervisory Board may at all times suspend a member of the Executive
3.
Board. The Executive Board shall then be obliged, within one month following receipt of the notice of a suspension, to call a meeting of the Council of Members in order to take a decision concerning lifting of the suspension or dismissal of the suspended member of the Executive Board. In that meeting, the suspended member of the Executive Board shall be allowed to defend himself.
c 4.
5.
A suspension may at all times be lifted by the Council of Members. If the suspension is not lifted within three months, or followed up by dismissal, the suspension shall ipso jure be lifted. The Supervisory Board may appoint experts, with a view to providing the Board with advice in areas for which the Board bears responsibility. The costs of these experts shall be charged to the association. In the event of the prolonged absence of the Executive Board, the Supervisory Board shall be charged temporarily with the management. The Supervisory Board shall also be authorized to charge the head of a department with the management of the association as deputy manager. The Supervisory Board shall then be required, within three months, to call a meeting of the Council of Members in which a new Executive Board shall be 10
appointed. 6. The Supervisory Board shall be authorised, on its own responsibility, to have. certain components of its tasks prepared or executed by committees appointed by the Supervisory Board. Eunds Article 16 The funds of the association shall consist of: a. b. c. d. e. f.
contributions; subsidies; gifts, legacies and bequests; income from own activities; income from the assets of the association; all other income.
Expenses payments Article 17 The representatives in the Council of Members, members of the Executive Board except insofar as a contract of employment has been entered into with them - and members of the Supervisory Board shall receive no emoluments for the execution of their tasks, but may receive payment of travel and accommodation expenses, and other expenditure incurred in the interests of the association, without prejudice to the provisions in article 14 paragraph 4. Planning and budget Article 18 1.
2.
Except if postponed by the Supervisory Board, each year, at the latest in the month of November, the Executive Board shall submit to the Supervisory Board a draft budget with explanatory notes thereto. Following consent by the Supervisory Board, the documents stated in the first paragraph will be adopted by the Executive Board, and submitted to the Council of Members for approval, by the Executive Board and the Supervisory Board.
3.
If the state of affairs during a year results in a major deviation from the determined annual plan or to a major alteration to the determined annual budget, the Executive Board shall ensure that a proposal for altering the plan or the proposal for a supplementary budget be submitted to the Supervisory Board in good time. 4. Having received the consent of the Supervisory Board and following adoption by the Executive Board, the proposal to alter the annual plan or to supplement the budget shall be submitted to the Council of Members for approval. Rendering of account Article 19 11
1.
The association year shall run from the first of January through to the thirtyfirst of December.
2.
The Executive Board is required to keep accounts of the asset position of the association and of all matters relating to its activities, in accordance with the requirements arising from these activities, and to keep the relevant books, documents and other data carriers in such a way that it is possible at all times to derive from them the rights and obligations of the association. Following the conclusion of each association year, the Executive Board shall prepare draft annual accounts relating to that year, consisting of a balance sheet, and operating statement and explanatory notes to these documents, which together with a draft annual report shall be submitted to the Supervisory Board for adoption. The Supervisory Board shall have the annual accounts audited by a registered accountant, to be appointed by the Supervisory Board.
3.
4.
The annual accounts shall be signed by all managers and all supervisory directors; if the signature of one or more of these persons is missing, this shall be reported by stating reasons. 5. Following adoption of the annual accounts by the Supervisory Board, the annual accounts shall, through the office of the Executive Board, be submitted to the Council of Members for approval. The annual accounts shall be accompanied by a declaration by the registered accountant and the annual report. 6. The Executive Board shall ensure that the approved annual accounts with the annual report are open for inspection by each of the members at the offices of the association - or at another location determined by the Executive Board. In addition, the annual accounts with the annual report may be sent to government bodies which the Executive Board deems eligible therefor. 7. The Executive Board shall undertake to keep the books, documents and other data carriers, including the adopted annual accounts and annual reports with related documents, for a period of seven years. The data included on a data carrier, except for the balance sheet and profit and loss account put on paper, may be transferred to another data carrier and be kept on the condition that the transfer is effected with correct and complete representation of the data and said data are available during the entire preservation time and can be rendered legible within a reasonable period of time. Determination of the result Article 20 The Executive Board shall issue a proposal to the annual meeting of the Council of Members to determine the result realised in the calendar year prior to the year in which the annual meeting is held. Unless the Council of Members decides otherwise, the result shall be added to the capital of the KIT. 12
Amendment to the constitution Article 21
1.
A decision to amend the constitution may only be taken followinga proposal of the Executive Board. The Supervisory Board must have issued approval to the Executive Board to issue such a proposal. 2. Any such decision must be taken by the Council of Members in a meeting called with the express notice that at that meeting, an amendment to the constitution is to be proposed. A copy of the proposal shall be sent to the representatives in the Council of Members together with the convocation as intended in article 8 paragraph 8, before the meeting, and shall further, at least fourteen days before the meeting, be placed at the offices of the association for inspection by the members of the association, untilthe end of the day on which the meeting is to be held. 3. A decision to amend the constitution shall require at least three-quarters of the votes cast. 4. An amendment to the constitution shall not become effective untila notarial deed of the amendment has been drawn up. 5. Any alteration of the stipulations in article 22 paragraphs 3 and 4 of this constitution, concerning the financial consequences of the dissolution of the association, is excluded. Dissolution and liquidation Article22 1.
2.
3.
4.
A decision to dissolve the association may only be taken by the Council of Members, followinga proposal by the Executive Board. The Supervisory Board must have issued approval to the Executive Board to issue such a proposal. The stipulations in paragraphs 1, 2 and 3 of article 21 shall apply accordingly. The Executive Board shall be charged with the liquidation of the assets of the dissolved association, unless other liquidators are appointed in the decision to dissolve the association. The possessions and assets of the association shall, insofar as not necessary for the payment of the debts of the association, be offered in fulland free ownership to the Municipalityof Amsterdam, or shall be offered to the Municipalitywithout prior liquidation, in return for the Municipalitytaking over all obligations resting upon the association. Should no agreement be reached with the Municipalityof Amsterdam by the Executive Board in respect of the stipulations in the previous paragraph, at the suggestion of the Executive Board, the Council of Members shall determine a use for the possessions and assets of the association or the liquidationsurplus, as far as possible in accordance with the objectives of the association, however on the understanding that the possessions and assets 13
of the association or the liquidation surplus neither fully nor partially may as such accrue to the members. 5.
The stipulations in paragraphs 1, 2 and 3 of article 21 shall apply accordingly to a decision by the Council of Members as intended in the previous paragraph. Rules and regulations Article 23 1.
2.
3.
At the suggestion of the Executive Board, the Executive Board having received the approval of the Supervisory Board for issuing such a proposal, the Council of Members may lay down one or more rules or regulations, the stipulations of which may not be in contravention of this constitution or the law, even in situations where they contain regulatory law. Rules or regulations may be altered or withdrawn by the Council of Members upon a proposal by the Executive Board, the Executive Board having received the approval of the Supervisory Board for issuing such a proposal. The Council of Members, the Executive Board and the Supervisory Board may each individually lay down rules and regulations in which their own working methods are determined in greater detail. Stipulations from these rules and regulations may not be in contravention of the constitution or the law.
The party appearing is known to me, civil-law notary. For the purpose of executing the contents of this deed were stated succinctly by me, civil-law notary, to the party appearing and I gave an explanation thereof. The party appearing declared that he did not require a full reading of this deed, having taken cognisance of the contents thereof. This deed was executed in Amsterdam on the dates stated in the caption of this deed. Immediately upon a limited reading, this deed was signed by the party appearing and by me, civil-law notary.
14