This text is for information only
FOUNDATION
| 1. | Mr Martinus N. Finke, born in Oudorp on July 27 1962, residing at Alkmaardermeer 16 3825XD Amewrsfoort; and |
| 2. | Mr Johannes A.J. Ellenbroek, born in Borne on September 14 1956, residing at Simon Bolivarstraat 49 3573 ZJ Utrecht. |
POWER OF ATTORNEY
The powers of attorney are evident from the document, which are attached to this deed.
FORMATION
The person appearing, acting as stated, stated hereby to found a foundation and to record the following articles of association for this:
ARTICLE OF ASSOCIATION
NAME AND REGISTERED OFFICE
Article 1.
1. The name of the foundation is: Stichting Iwamoto Europe Foundation for Go. Abbreviated name: IEF.
2. It is established in Amersfoort.
OBJECTIVE
Article 2.
1. The objective of the foundation is: in the spirit of the deceased go-grandmaster Iwamoto Kaoru, to promote mind sport go in Europe and furthermore to do everything directly or indirectly related thereto or that can be conducive thereto, all in the broadest sense of the words. The foundation does not aim to make a profit.
2. It aims to achieve this objective inter alia by means of: the promotion and financial support of projects that have the objective of promoting go as a grassroots sport in Europe and/or of promoting go as a mind sport for young people.
ASSETS
Article 3
1. The assets of the foundation consist of all contributions, subsidies, gifts, bequestsand testamentary dispositions received as well as other income.
2. Testamentary dispositions may only be accepted under the benefit of inventory.
BOARD
Article 4
1. The board of the foundation consists of a number of at least three (3) and not exceeding six (6) persons to be determined by the board, and composed as such that at least a chairman, a vice-chairman, a secretary, a treasurer and an executive director will have a seat thereon.
2. Two (2) directors can only be the following persons:
– for one (1) board member, the chairman of the board of the foundation, the quality requirement is set out that he is also the chairman of the board of:Nihon Ki-in, a company founded under Japanese law, established in Tokyo(Japan) and principal place of business in 7-2 Gobancho, Chiyoda-Ku, Tokyo (Japan), registered in the ‘Tokyo Legal Affairs Bureau’ under number: 0100-05-016726 (hereinafter referred to as: Nihon Ki-in). This board member will be appointed, suspended and dismissed by Nihon Ki-in or its successor in title;
– for one (1) board member, the vice-chairman of the foundation, the quality requirement is set out that he is also the chairman of the board of: the association with full legal capacity: European Go Federation, with its registered office in Amstelveen, address 2311 KD Leiden, Plantsoen 1 A, registered in the commercial register under number 34128382 (hereinafter referred to as: EGF). This board member will be appointed, suspended and dismissed by EGF or its successor in title.
The other directors, including the secretary, the treasurer and the executive director, will be appointed as follows:
– the secretary and one governing board member will be appointed by Nihon Ki-in;
– the treasurer and the executive director will be appointed by EGF.
If a director is appointed on the basis of a specific capacity, this will be expressly stated in the appointment resolution. The other directors, including the secretary, the treasurer and the executive director, will be suspended and dismissed by the board of the foundation. The resolution for this purpose can only be adopted on a unanimous vote of the other directors.
3. If Nihon Ki-in and/or EGF is/are no longer represented on the board, as referred to in subclause 2, the board will request that the organisation concerned will appoint a new director as soon as possible, but no later than within three (3) months after the vacancy arose. If no director is appointed within this period, the board will be entitled to appoint a director on behalf of the organisation concerned. This director will retire from office at the time at which the organisation concerned has appointed a new director at a later date.
4. The appointments of the chairman and the vice-chairman will be for an indefinite period, unless a specific period is recorded in the appointment resolution concerned. The other directors will be appointed for a period of four (4) years. These directors will retire from office in accordance with a rotation schedule to be recorded by the board, always provided that as long as the vacancy of the director, who is periodically retiring from office, has not been filled, he will continue to hold office until his successor has been appointed. A director who retired from office in accordance with the rotation schedule will be once eligible for consecutive reappointment. A director will take the place of his predecessor in the rotation schedule.
5. A director will retire from office:
a. as a result of his death;
b. due to his retiring from office, whether or not in accordance with the schedule referred to in subclause 5;
c. in the event of the other directors, not being the chairman and the vice-chairman, due to his dismissal by the board of the foundation, which resolution can only be adopted on a unanimous vote of the other directors;
d. due to the loss of the discretionary management of his assets;
e. due to his dismissal by those who have appointed him;
f. due to his dismissal by the court;
g. due to the expiry of the period for which he has been appointed.
6. A suspended director cannot take part in the deliberations and adoption of resolutions of the board.
ABSENCE OR INABILITY TO ACT
DIRECTORS
Article 5.
1. In the event of the absence or inability to act of one director, the remaining directors will be charged with the management, while in the event of the absence or inability to act of all directors an interested party can request that the court of the district, within which the foundation has its registered office, designates a person who will be temporarily charged with the management. With regard to the acts of management, the designated person will be equated with a director.
2. When a vacancy arises there will be absence. There will be inability to act if a director, other than by reason of leave of absence,for a period of at least ten consecutive working days has not been able to perform his management duties, or if it is reasonably foreseeable that a director during this period cannot or may not perform his management duties, other than by reason of leave of absence. However, Nihon Ki-in and/or EGF will be obliged to fill the vacancy/vacancies as soon as possible. The organisation, which appointed the director whose vacancy must be filled, will fill the vacancy.
DUTIES, ALLOCATION OF DUTIES, AUTHORITY AND REMUNERATION
Article 6.
1. The board is charged with the management of the foundation. Every director will be obliged towards the foundation to properly perform his duties. During the performance of their duties the directors will focus on the interest of the foundation. The directors will be obliged to inform each other regularly and in a timely manner with regard to their work. The board can in that capacity provide one or more of its powers to others, provided that this is clearly described. Those who accordingly exercise powers, will act in the name of and under the responsibility of the board.
2. The executive director is part of the board in accordance with the articles of association and is responsible, inter alia, for executing the daily activities of the foundation, including the supervision of investments, the coordination of the assessment of proposals and the payment of funds and subsidies. The board can, whether or not by means of regulations, further determine which duty each director will be charged with in particular.
3. The board is authorised to enter into agreements for the acquisition, disposal or encumbrance of property subject to registration, as well as to enter into agreements whereby the foundation binds itself as surety or as joint and several debtor, warrants performance for a third party or binds itself for the security of a debt of another.
4. A director will not receive remuneration for his work. Directors can have the right to reimbursement of the costs (reasonably) incurred by them in the performance of their duties and furthermore can receive an attendance fee, which is not to be excessive, related to their work for the foundation.
ADOPTION OF RESOLUTIONS
MULTI-MEMBER BOARD
Article 7.
1. Board meetings will be held as frequently as the chairman or at least two of the other directors wish, but at least once a year.
2. The convening of a board meeting will be done by the chairman, or at least two ofthe other directors, or on their behalf by the secretary in writing, including by an electronic data carrier, stating the subjects to be discussed and adopted, observing a period of at least seven days, not including the day of the notice of the meeting and the day of the meeting. If the convening does not take place in writing, or subjects are on the agenda, which were not set out in the notice of the meeting, or if the notice of the meeting is given within a period of less than seven days, the adoption of resolutions is nevertheless possible, provided that all directors holding office are present or represented. In urgent cases the chairman of the board can decide to derogate from the manner of convening and/or the period of the notice of the meeting.
3. The board meetings are to be held at the location to be determined by the person who convenes the meeting.
4. The directors, as well as those who are permitted by the directors present at the meeting, will have access to the meeting. A director can be represented at the meeting by a co-director authorised in writing for this purpose by the director concerned.
5. Every director has one vote. Insofar as these articles of association do not require a larger majority, all board resolutions will be adopted by an absolute majority of the votes validly cast. A resolution can only be adopted if at least two-thirds of the directors are present or represented at the meeting. If the required number of directors is not present or represented, a new meeting can be convened during which the resolution concerned can be adopted regardless of the number of directors present or represented at the meeting. When establishing to what extent directors are present or represented, the directors, who are not permitted to participate in the deliberations and adoption of resolutions on the basis of the provisions of subclause 8, will not be taken into account. Blank votes will be deemed not to have been cast. In the event that the votes are equally divided, the chairman – insofar as more than two (2) directors are present or represented at the meeting – will have the casting vote. If only two (2) or fewer directors are present or represented at the meeting, the chairman will not have a casting vote and the proposal will be rejected.
6. A director can participate in a board meeting in person, represented by a co-director holding a proxy, or by telephone conference, video conference, or any other electronic means of communication.The board meetings can also be held by telephone conference, video conference, or any other electronic means of communication, always provided that all directors can communicate with each other and that at least the majority of the directors holding office can participate in the meeting.
7. All votes are cast verbally, unless a director requires written votes.
8. A director cannot participate in the deliberations and adoption of resolutions if hehas a direct or indirect personal interest therein, which is in conflict with the interest of the foundation and its affiliated undertaking or organisation. Nevertheless, the board remains authorised to adopt resolutions if there is a conflict of interest with regard to all directors. In that case the board will adopt the resolution subject to recording the considerations in writing, which form the basis of the resolution.
9. The meetings will be chaired by the chairman. In his absence the meeting itself will appoint its chairman.
10. The secretary, or a person designated by the secretary under his responsibility and with agreement from the board, will draw up the minutes of the proceedings in the meeting. The minutes will be adopted by the board and in evidence thereof signed by the chairman and the secretary of the meeting concerned. The adopted minutes are available for perusal by all directors. Copies will be provided to them free of charge.
11. The board can also adopt (in writing) resolutions outside a meeting, provided that all directors have stated in writing that they are in favour of the proposal concerned,including by electronic data carrier. The secretary will draw up a report of a resolution adopted outside a meeting including the received answers, which will be added to the minutes after the co-signing thereof by the chairman.
REPRESENTATION
Article 8.
1. The foundation is represented by the board. Furthermore, the foundation can be represented by two directors acting jointly.
2. The board can grant one or more directors, as well as third parties, with a power of attorney to represent the foundation within the scope of this power of attorney.Furthermore, the board can decide to provide authorised representatives with a title.
3. The board will report the granting of continuous authority to represent to the commercial register.
REGULATIONS
Article 9.
1. The board will be entitled to record one or more regulations, which will arrange the subjects regarding which further arrangement is deemed desirable.
2. Regulations are not permitted to be in conflict with the law or these articles of association.
3. The board is at all times authorised to amend or withdraw regulations.
4. The provisions of article 11, subclauses 1 and 2, apply mutatis mutandis with regard to a resolution for the adoption, amendment or withdrawal of regulations.
FINANCIAL YEAR AND ANNUAL REPORT AND ACCOUNTS
Article 10.
1. The financial year of the foundation coincides with the calendar year.
2. The board is obliged to keep records of the financial position of the foundation and of everything concerning the foundation’s activities, in accordance with the requirements arising from these activities, and to keep the books, documents and other data carriers in such a way that the foundation’s rights and obligations can be known from them at any time.
3. The board is obliged, annually within six months after the expiry of the financial year,to draw up and set out on paper the balance sheet and the statement of income and expenditure of the foundation, together with the accompanying explanatory notes.These documents will be signed by all directors; if the signature of one or more of them is absent, this will be reported stating reasons.
4. The board can, prior to proceeding with the adoption of the documents referred to in subclause 3, have these audited by an expert to be designated by the board. In that case the expert will report with regard to his audit.
5. The balance sheet and the statement of income and expenditure, together with the accompanying explanatory notes, will be adopted by the board.
6. The board is obliged to keep the books, documents and other data carriers referred to in subclauses 2 and 3 for at least seven years.
AMENDMENT OF THE ARTICLES OF ASSOCIATION, MERGER AND SPLIT-OFF
Article 11.
1. The board is authorised to amend these articles of association and to adopt resolutions for merger or split-off. The resolution for this purpose must be adopted by a majority of at least two-thirds of the votes cast in a meeting in which all directors are present or represented. If not all the directors are present or6represented at the meeting during which such a resolution is on the agenda, a second meeting will be convened, to be held not any earlier than two and not any later than four weeks after the first meeting. In this second meeting, regardless of the number of the directors present or represented, a resolution can be adopted in a legally valid manner with regard to the proposal, as this had been on the agenda of the first meeting, provided that this is by a majority of at least two-thirds of the votes cast.
2. The notice of the meeting, during which an amendment of the articles of association will be proposed, must contain a copy of the proposal, which will include the proposed amendment verbatim.
3. The amendment of the articles of association will only come into effect after a notarial deed of this has been drawn up. Every director is separately authorised to have the notarial deed referred to executed.
DISSOLUTION
Article 12.
1. The board is authorised to dissolve the foundation.
2. The provisions of the previous article apply mutatis mutandis to the resolution of the board for dissolution.
3. The foundation will continue in existence after its dissolution insofar as this is necessary for the liquidation of its assets. The name: in liquidation must be added in the documents and notifications issued by it.The liquidation terminates at the time at which no more assets are known to the liquidators.
4. The directors will be the liquidators of the assets of the foundation. The provisions with regard to the appointment, the suspension and the dismissal of directors willcontinue to apply to them. The other provisions contained in the articles of association will also remain in effect as much as possible.
5. Any credit balance of the dissolved foundation will be allocated to an objective to be determined by the board, which will, as much as possible, correspond with the objective of the foundation.
6. After the end of the liquidation, the books and records of the dissolved foundation will remain for seven years in the custody of the person appointed by the board for this purpose.
CONCLUDING PROVISION
Article 13.
In all events, for which the law as well as these articles of association do not provide, the board will decide.
TRANSITIONAL PROVISION AND FIRST FINANCIAL YEAR
Article 14.
1. In derogation from the provisions of article 4, subclause 2, the directors are appointed for the first time by means of this deed.
2. The first financial year of the foundation ends on the thirty-first of December two thousand and twenty-two.
3. The first board of the foundation intends to adopt a resolution whereby the aforesaid Mr M.N. Finke will be appointed as the limited authorised representative of the foundation.
FINAL STATEMENT
In conclusion, the person appearing states that for the implementation of the provisions of article 14, the following are appointed for the first time as the directors of the foundation:
1. Kobayashi Satoru, born in Tokyo Japan in 1959, as the chairman;
2. Martin Stiassny, born in Berlin Germany in 1943, as the vice-chairman;
3. Gerard P. Gavigan, born in London UK in 1957, as the treasurer;
4. Oobuchi Morito, born in Fukuoka Japan in 1965 as a governing board member;
5. Dominique Cornuejols, born in Meknes (Morocco) in 1952, as executive director; and
6. Kojima Fumio, born in Saitama Japan in 1953, as a governing board member.
FINAL CLAUSES
The person appearing has sufficiently proved his identity to me, the civil-law notary. Furthermore, I, the civil-law notary, have informed the person appearing of the substance of the deed and have explained this, including the consequences ensuing from the deed. The person appearing stated to have taken note of the contents of the deed and to agree thereto. The person appearing also expressly stated to agree to the limited reading of the deed. Immediately following its limited reading, the deed was signed by the person appearing and by me, the civil-law notary. This deed was executed in Utrecht on the date stated in the heading of this deed.