Name, Seat, Durance
Article 1
1. The foundation is named: Stichting Bronnig Fonds
2. She is based in Huijbergen.
3. She is for indefinite time.
Purpose
Article 2
The foundation has as purpose:
1. Enduring live;
2. Benefit of health and existence;
3. Stimulation of education.
Equity
Article 3
The Equity of the foundation will be formed by
- The founder, mister Van Essen, for realization of the purpose of the foundation an amount of thousand gulden (f 1,000.--) in cash;
- Profits out of activities;
- Interests;
- All other gains and income.
Management Board
Article 4
1. The Management Board – her after called the Board – of the foundation exists at least
two and at most five members. The number of members will be – with regard of in
sentence before – elected by the Board with general votes.
2. The Board votes out of her members a President, a Secretary and a Treasurer. The
functions can also be fulfilled by one person.
Article 5
The Board membership ends:
By dieing of a member, by written quitting (thanking), by quitting by law based on article 298 Book 2 of the Burgerlijk Wetboek.
Article 6
1. By arise of a vacancy in the Board, the remaining members (or only remaining member)
will elect a with general votes, within three months after appearance of the vacancy –
after consulting the Supervisory and Consultancy Council – a replacing member, which
will hold the same function as on which place he is appointed.
2. When in a time all Board members will become absent and further when not within
the under sub 1 named period in the vacancy is filled, the Supervisory and Consultancy
Council – her after called the Council – shall provide in the vacancy and by absence of
the Council by the law court on request of the openbaar ministerie.
3. Should in the Board, for with reason ever one or more members are missing, than the
remaining members forming, or member forms nevertheless a legal management.
Article 7
1. The Board is authorized – after preceded approve of the Council – to decide to treaty to
obtain, estrange and encumber register goods.
2. The Board is not authorized to decide to conclude to treaties, in which the foundation
allies himself as vouch or co-debtor for someone; he strong makes for a third Party, or
himself allies as guarantee for debs of someone else.
Article 8
1. The Board represents the foundation in and out of rights.
2. The authority of representation comes to the president. In default of or by ask for an
appointment from the president, the foundation will be represented by two other together
acting Board members, or if only one other member is in function, by this member.
3. The Board is authorized to authorize one or more members, or third, to represent the
foundation in between to boarders of the authorization.
Management Board Meetings and Decisions
Article 9
1. The Board meets as much as the president or his replacement, or if two members of the
Council this wish(es). Access to the meeting of the Board has the member and those who
are invited by the Board. If the Board meeting is wished by the two members of the
Council also the member of the Council has access.
2. The President calls up to the meeting. The Secretary makes report of the meeting issues
and decisions. The President and Secretary will sign the reports.
The members of the Board are authorized to let them represent by written power of
attorney.
Article 10
1. Unless in this statute is arranged differently, the decisions are made by majority of votes.
By equal votes the Presidents vote settle the matter.
2. The voting happens vocal, unless one of the members wishes written voting.
Voting by acclamation is allowed if no of the members is against.
3. The Board is authorized to make decisions as well in as out the meeting. In latest case is
written voting for all members needed.
4. The decisions may not be in contradiction with the policy that is laid down in the shared
meeting between the Board and the Council
Supervisory and Consultancy Council
Article 11
1. The inspection on the policy of the Board and the normal procedure in the foundation is
ordered to the Council, existing out of at least five and at most seven natural persons.
2. The appointment of the Council happens by herself and for a period of three year.
Reappoint is continually possible. The procedure for appointment of the members may be
laid down in separated rules. The Council arranges a timetable of resignation to promote
an as equable as possible resignation.
3. The Council votes out of her member a President and a Secretary.
4. Member of the Board cannot participate in the Supervisory and Council.
5. Article 5 apply also to the Council, with this restriction that the membership of the
Council can end by dismissing by the complete other members of the Council and by the
acceptation of an appointment to the Board.
6. Article 9 apply also to the Council for as far as possible, in this cense that members of the
Board only has access to the meeting if they have an invitation.
7. The Board delivers timely the data for the practice of their duties and authorizations and
further to each member of the Council all information in relation to the foundation that
they wish. The Council is authorized to peruse all books, documents, and correspondence
of the foundation;
Each member of the Council has whenever access to the belongings, rooms and estates of
the foundation.
8. The Council is authorized to the account of the foundation to let them assist by one
or more experts.
9. As well as supervision and consulting tasks the Council determine also the policy based
on proposals by the Board.
Shared meetings between the members of the
Management Board and the
Supervision and Consultancy Board
Article 12
1. At least one time a year the member of the Board and the members of the Council come
together to discuss the general policy lines of the latest year and the running year.
2. For calling up for shared meeting both the Board and the Council are equal authorized.
3. The shared meeting is leaded by the President of the Council.
Book Year and Year Report
Article 13
1. The financial year of the foundation begins at the beginning of the calendar year.
At the end of each financial year the financial report will be closed. Out of that the
Treasurer will make a Balance and a Profit and lost account over the complete financial
year as well as an Estimate of profit and lost over the running financial year. The
Treasurer presents this pieces accompanied with a report of a Register-Accountant or an
Accountant-Administrator, with-in six month after the end of the financial year to the
Board.
The year report will be fixed be the Board.
3. The Balance and Profit and lost account as well as the Estimate of profit and lost over the
over the running year need accordance of the Council; for this the pieces will be sent to
the Council within one month after fixing.
Changing of Statutes
Article 14
1. The Board is authorized to change the statutes. The decision for changing the statutes
needs accordance of the Council.
The decision has to made by general votes in a meeting, in which all member are
represented, without existence of any vacancy.
2. The change has to bring about on hard nullification by notarial deed.
3. The members of the Board are obliged to deposit a copy of the changes by the Openbaar
Register, bound to the Kamer van Koophandel en Fabrieken, in the area in which the
foundation has her seat.
Dissolution and settlement
Article 15
1. The Board is authorized to dissolve the foundation
Op the decision to this article 14 sub 1 is applicable.
2. The foundation will be dissolved also when:
a. by insolvency after declared in state of bankruptcy or by liquidation of a bankruptcy
because of the situation of the property;
b. by legal proceedings as in law called cases.
2. The foundation will go on in existence for as far this is needed to settle the property.
3. The settlement has to be done by the Board.
4. The settlers take care for liquidations of the foundation registration as mend in article 14
sub 3.
5. During the settlement the determinations of the statute will stay as much as possible in
power.
6. An eventually credit balance of the dissolved foundations goes proportional to the
shareholders.
7. After finish of the settlement the financial reports and records of the liquidated
foundation stay for twenty year by the youngest settler.
Final conditions
Article 16
In all cases, in which this statutes not foresee, the Board will decide.
In contrary of article 11 the Board will choose the first members of the Council.
(Ended with signs.)