Statutes

A. Considerations

In 2003, a group of chess collectors, chess bibliographers and chess historians set up an international organization under the name 'Ken Whyld Association (KWA)', hereafter called 'KWA'. At that time, they did not submit their statutes to a notary. The KWA has among its goals:

• To promote the contacts and the cooperation between the groups mentioned above, as well as with public entities that develop activities with regard to chess literature, chess bibliography and chess history;
• to create a universal database of chess literature by electronic means; and also
• to support the creation of publications in the aforementioned domains and to offer the possibility to public chess collections to further manage and broaden the scope of their collections;

The KWA has witnessed a growth which was not expected at its creation and now numbers more than 180 members spread out over different countries in the entire world.
During the first ten (10) years of its existence, the KWA has increasingly begun to develop activities related to the achievement of its aims, including annual meetings (alternating in Europe and the United States), the organization of (in) formal regional meetings in various European countries, setting up book exchange fairs, the publication of a quarterly newsletter, a web site and supporting the publications with regard to the aforementioned domains.
In this context there arose the almost obvious and self-evident need to engage with third parties or to make promises to third parties, which, due to the lack of a legal incorporation of the KWA became the responsibility of the members who acted in name of the KWA. While this is a far from desirable situation, the increase in the number and scope of future activities will make this even less desirable. Added to this one has to keep in mind that the parties with whom the KWA hopes to be able to cooperate in the near future , such as large libraries, research institutions, subsidy bodies and sponsors work under the assumption that the KWA is a legally incorporated body that can also realize the responsibilities that are bestowed on it from a legal point of view.
This will also strengthen the credibility of the KWA in the chess world. Another aspect of the growth towards the current membership numbers entails that the KWA is no longer an informal association, and that its large number of members spread over the whole world make it not very practical to hold an annual membership meeting to decide on various issues. Therefore, the KWA board has proposed to its members the following:

• that besides the Association there be created a Foundation, whereby the Foundation strives to accomplish the statutory goals of the KWA and the ensuing activities, while the goal of the Association is to support the Foundation in these aims;
• to obtain legal incorporation for both the Association and the Foundation in a country that is best suited for these goals because of its legal structure; and
• to give the Association a statutory structure for consulting the members is a way that closely tracks with the current practice within the KWA. The members have agreed with this proposal.

German translation of the "Considerations":

Überlegungen

Im Jahre 2003 hat eine Gruppe von Schachsammlern, Schachbibliografen und Schachhistorikern eine internationale Organisation mit dem Namen ‘Ken Whyld Association (KWA)ʼ gegründet, hiernach als ‘KWAʼ bezeichnet. Seinerzeit hat sie ihre Satzung nicht bei einem Notar eingereicht. Zu den Zielen der KWA gehören:

• Die Kontakte und die Kooperation zwischen den oben genannten Gruppen sowie mit solchen öffentlichen Einrichtungen zu fördern, die Aktivitäten hinsichtlich Schachliteratur, Schachbibliografie und Schachgeschichte entwickeln;
• eine universelle Datenbank der Schachliteratur mit elektronischen Hilfsmitteln zu schaffen; sowie
• die Erstellung von Publikationen in den vorgenannten Bereichen zu unterstützen und öffentlichen Schachsammlungen die Möglichkeit zu bieten, den Umfang ihrer Sammlungen weiter zu verwalten und auszubauen.

Die KWA hat einen Zuwachs erlebt, der bei ihrer Gründung nicht erwartet worden war, sie zählt derzeit mehr als 180 Mitglieder, die über verschiedene Länder weltweit verstreut sind. In den ersten zehn (10) Jahren ihres Bestehens hat die KWA zunehmend damit begonnen, Aktivitäten zum Erreichen ihrer Ziele zu entfalten, dazu gehören jährliche Treffen (abwechselnd in Europa und den Vereinigten Staaten), die Organisation von (in)formellen regionalen Treffen in verschiedenen europäischen Ländern, das Arrangieren von Bücher-Tauschmärkten, die Publikation eines vierteljährlichen Newsletters, eine Website und die Unterstützung von Veröffentlichungen, was die oben genannten Bereiche betrifft. In diesem Zusammenhang ergab sich die nahezu offensichtliche und selbstverständliche Notwendigkeit, sich mit Dritten einzulassen bzw. Zusagen an Dritte zu geben, für die – da eine rechtsgültige Eintragung der KWA fehlte – die im Namen der KWA handelnden Mitglieder die Haftung übernahmen. Während dies eine alles andere als wünschenswerte Situation darstellt, wird die Steigerung der Zahl und des Umfangs künftiger Aktivitäten dies noch weniger wünschenswert erscheinen lassen. Überdies ist zu berücksichtigen, dass die Parteien, mit denen die KWA hofft, in naher Zukunft kooperieren zu können, wie große Bibliotheken, Forschungsinstitute, FördermittelGremien und Sponsoren, davon ausgehen, dass die KWA eine rechtmäßig etablierte Körperschaft ist, die auch der Verantwortung gerecht werden kann, die ihr aus juristischer Sicht übertragen wurde. Dies wird auch die Glaubwürdigkeit der KWA in der Schachwelt stärken. Ein anderer Aspekt der wachsenden aktuellen Mitgliederzahlen impliziert, dass die KWA nicht länger eine informelle Vereinigung ist, und dass die große Zahl ihrer über die ganze Welt verteilten Mitglieder es nicht sehr praktikabel macht, ein jährliches Mitgliedertreffen abzuhalten, um über diverse Fragen zu entscheiden. Daher hat der KWA-Vorstand seinen Mitgliedern Folgendes vorgeschlagen:

• dass neben der Vereinigung eine Stiftung gegründet wird, wobei die Stiftung bestrebt ist, die satzungsgemäßen Ziele der KWA und die sich ergebenden Aktivitäten zu verwirklichen, während das Ziel der Vereinigung darin besteht, die Stiftung in diesen Zielen zu unterstützen [Im Deutschen existiert der zusammenfassende Begriff „Stiftungsverein“ – R.B.];
• die rechtsgültige Eintragung sowohl für die Vereinigung wie für die Stiftung in einem Land zu erhalten, das aufgrund seiner gesetzlichen Struktur für diese Ziele am besten geeignet erscheint; und
• um der Vereinigung eine satzungsgemäße Struktur zu verleihen, die es ermöglicht, die Mitglieder in einer Weise zu beteiligen, die sich an die aktuell geübte Praxis innerhalb der KWA eng anlehnt. Die Mitglieder haben diesem Vorschlag zugestimmt.

Article 1 – Name

The name of the association shall be:

Vereniging Chess History and Literature Society
(formerly named: Vereniging Ken Whyld Association).

Article 2 – Registered Office

The association has its registered office in the Municipality of Amsterdam, the Netherlands.

Article 3 – Objects

1. The object of the association is to strengthen contacts and cooperation between collectors of chess literature, chess historians, authors, journalists and researchers, as well as institutions engaged in chess literature and chess history.
2. The association also aims to promote the worldwide support and documentation of chess literature and chess history.
3. The association shall not engage in commercial or trading activities.
4. The association shall not distribute any profits among its members.

Article 4 – Members, Honorary Members and Donors

1. The association has members, honorary members and donors. Wherever these Articles of Association refer to "members", this shall include both ordinary members and honorary members.
2. Members are those persons who have applied to the Board by means of a written request and who have been admitted by the Board.
3. Honorary members are those persons who have been appointed by the General Meeting in recognition of their special services to the association or its objects.
4. Donors are those persons who are not members but have expressed their willingness to support the association. Donors shall have no rights or obligations other than those expressly conferred or imposed upon them by or pursuant to these Articles of Association or by resolution.
5. The Board shall maintain a register containing the names and (electronic) addresses of all members and donors.

Article 5 – Admission

1. The admission of members and donors shall be decided by the Board. Applications shall be addressed to the Chairman of the Board.
2. Honorary members shall be appointed by the General Meeting upon the nomination of the Board.

Article 6 – Termination of Membership

1. Membership shall terminate:
   (a) upon the death of the member;
   (b) by resignation by the member;
   (c) by termination on behalf of the association;
   (d) by expulsion.
2. Notice of termination may only be given with effect from the end of a financial year of the association, subject to a notice period of four weeks. Membership may also be terminated with immediate effect if the member cannot reasonably be required to continue his membership.
3. A notice of termination given in contravention of the preceding paragraph shall take effect no earlier than the earliest possible date thereafter.
4. A member may terminate his membership with immediate effect within one month after having been notified of a resolution restricting his rights or increasing his obligations – excluding financial obligations – or after having been notified that the association is being converted into another legal form, is being merged or is being divided.
5. The association may terminate a membership if a member no longer satisfies the requirements for membership, fails to fulfil his obligations, or if the continuation of the membership cannot reasonably be required of the association. The Board shall effect such termination.
6. A member may be expelled for acting contrary to the Articles of Association, the regulations or resolutions of the association, or for unreasonably prejudicing the association. Expulsion shall be effected by resolution of the Board.
7. The person concerned may lodge an appeal with the General Meeting within one month after notification of the resolution to terminate or expel. During the appeal period, the member shall be suspended.
8. If membership terminates during the financial year of the association, the annual membership fee for that year shall remain payable in full.

Article 7 – Termination of the Rights and Obligations of Donors

1. The rights and obligations of donors may be terminated by either party at any time by notice of termination, provided that the contribution for the current financial year of the association shall remain payable in full.
2. Termination on behalf of the association shall be effected by the Board.

Article 8 – Obligations

1. Members and donors shall pay an annual membership fee, as proposed by the Board and determined by the General Meeting. Categories with different rates of membership fees may be established.
2. In special cases, the Board may grant full or partial exemption from payment.

Article 9 – The Board

1. The General Meeting shall elect a Board consisting of not fewer than three (3) and not more than five (5) natural persons, hereinafter referred to as: Board members.
2. If the number of Board members falls below the prescribed minimum, the remaining Board shall retain its powers and shall be obliged to convene a General Meeting as soon as possible in order to fill the existing vacancies.
3. The Board shall elect from among its members a Chairman, a Secretary and a Treasurer.

Article 10 – Termination of Membership of the Board

1. The term of office of the Board shall be two (2) years. Reappointment shall be permitted.
2. A Board member may at any time be suspended or dismissed by the General Meeting, irrespective of any term for which he has been appointed. A suspension which is not followed by dismissal within three months shall lapse by operation of law.
3. Membership of the Board shall furthermore terminate upon death, voluntary resignation, dismissal, or – where the Board member has been appointed from among the members – upon termination of his membership of the association.

Article 11 – Powers of the Board and Representation

1. The Board shall be entrusted with the management of the association.
2. The Board shall represent the association. The power of representation shall also be vested in any two Board members acting jointly.
3. The Board may grant a power of attorney to one or more persons to represent the association within the limits of such power of attorney.
4. In the event of a conflict of interest between the association and one or more Board members, the General Meeting may designate one or more persons to represent the association, including – where appropriate – the Board member concerned.

Article 12 – Meetings of the Board

1. Meetings of the Board shall be held at a place determined by the Chairman. Meetings may also be held by digital or virtual means.
2. Meetings shall be chaired by the Chairman or, in his absence, by the Secretary. If both are absent, the meeting shall appoint its own chairman.
3. Minutes of the proceedings at the meeting shall be drawn up by the Secretary or by a participant designated for that purpose. Such minutes shall be adopted by the Board and signed by the Chairman and the Secretary.
4. Resolutions of the Board shall be adopted by a simple majority of votes, unless these Articles of Association provide otherwise.
5. Each proposal shall be voted upon separately, unless the meeting decides otherwise.
6. In the event of an equality of votes, the Chairman shall have the deciding vote.

Article 13 – General Meeting

1. The General Meeting shall consist of all members of the association.
2. As a rule, the General Meeting shall be held at least once each year at a place determined by the Board.
3. At this meeting, the Board shall report on the activities of the preceding year and shall discuss its policy intentions for the coming year.
4. The General Meeting shall receive the financial report in accordance with the provisions of Article 14.
5. All powers not conferred upon the Board shall be vested in the General Meeting.
6. Resolutions shall be adopted by a majority of the votes cast by the members present at the meeting.
7. A General Meeting may also be held by digital means, provided that the identity and voting entitlement of the members can be established and that the meeting is accessible to all members.

Article 14 – Financial Administration

1. The financial year of the association shall coincide with the calendar year.
2. The Board shall be obliged to keep records of the financial position and activities of the association and to retain the books, documents and data carriers relating thereto in such a manner that the rights and obligations of the association may at all times be ascertained therefrom. The Treasurer shall determine the place where the administration is maintained.
3. At the beginning of each calendar year, but no later than the end of February, the Board shall publish the balance sheet on the members-only section of the association's website.
4. At the annual General Meeting, to be held after the end of the financial year, the Board shall render an account of its management and of the financial affairs of the association, submitting the balance sheet and the statement of income and expenditure.
5. The General Meeting may appoint a representative, who shall not be a Board member, to examine the documents referred to in paragraph 4 and to report his findings on the members-only section of the website. The Treasurer shall be obliged to provide all information and grant access to all records reasonably required for such examination, in accordance with the practical arrangements established by the Board.
6. The Board shall retain all administrative records and accounting documents for a period of seven (7) years.
7. Data recorded on data carriers may be transferred to other data carriers, provided that the contents are reproduced accurately and completely and remain capable of being consulted within a reasonable time throughout the prescribed retention period.

Article 15 – Amendment of the Articles of Association

1. The Articles of Association may only be amended by resolution of the General Meeting, convened with notice that a proposal to amend the Articles of Association will be considered.
2. The members shall be notified of the proposed amendment at least two weeks prior to the meeting, accompanied by the proposed text.
3. A resolution to amend the Articles of Association shall require a majority of at least two-thirds (2/3) of the votes cast.
4. On pain of nullity, every amendment to the Articles of Association shall be laid down in a notarial deed. Every Board member shall be authorised to execute such deed.

Article 16 – Dissolution and Liquidation

1. The association may be dissolved by resolution of the General Meeting. The provisions of Article 15, paragraphs 1 to 3 inclusive, shall apply mutatis mutandis. Upon the proposal of the Board, the General Meeting shall appoint one or more liquidators. Failing such appointment, the serving Board members shall act as liquidators.
2. Any surplus remaining after liquidation shall accrue to those who were members of the association at the time of its dissolution, in equal shares, unless the General Meeting resolves to apply the surplus to another purpose consistent with the objects of the association.

Article 17 – Continuity Committee

1. The General Meeting shall appoint the members of the Continuity Committee. The Continuity Committee shall consist of at least three members.
2. The Continuity Committee shall assume the powers of the Board in the event of the inability to act and/or absence of all Board members.
3. The Continuity Committee shall be responsible for conducting all current affairs of the association and shall, in the event of a decision of expulsion by the Executive Board, act as the appellate body. It shall report thereon to the General Meeting and perform all such acts as may reasonably be expected from a Board.
4. If the number of members of the Continuity Committee falls below three, the Continuity Committee shall nevertheless retain its powers.
5. A member of the Continuity Committee shall retire in accordance with a retirement schedule to be established by the Continuity Committee. An amendment to the retirement schedule shall not require a member of the Continuity Committee to retire against his will before the expiry of the term for which he was appointed. A member of the Continuity Committee shall, however, retire no later than on the day of the first General Meeting held after the expiry of three years following his most recent appointment. A retiring member of the Continuity Committee shall be eligible for reappointment.
6. A member of the Continuity Committee shall furthermore cease to hold office by resigning in writing, subject to a notice period of three months. A member of the Continuity Committee shall furthermore cease to hold office if he no longer satisfies the requirements applicable to members of the Continuity Committee.
7. Members of the Continuity Committee may at any time be dismissed by the General Meeting.
8. The following persons may not serve as members of the Continuity Committee:
   a. members of the Executive Board;
   b. members of the Audit Committee of the Executive Board.

C. Articles of the Foundation:

This @
day of December two thousand and thirteen, before me, Pierre Jean François Marie Le Cat LL.M. civil law notary in Amsterdam, came:
Mr. Robert van de Velde MSc. born in Hilversum on the twenty-sixth day of March nineteen hundred and thirty-seven, identifying with his passport, number NV37P4PH1, issued in Amsterdam on the twenty-seventh day of January two thousand and eleven, living at 1015 CE Amsterdam, Keizersgracht 73-E, married in community of goods to Mrs. Winifred Joske Marjan de Vries MSc.
acting as attorney of:

• Mr. Guy Van Habberney, born in Antwerp, Belgium
  on February 27, 1954@
  living in Boechout, Belgium, Binnensteenweg 240/A07
  (un)married;
• Mr. Dr. Michael Negele, born in @
  on @
  living in Wuppertal, Germany, @
  (un)married.

Name
Article 1

The foundation bears the name Stichting Ken Whyld Foundation

Seat
Article 2

The foundation has its seat in the municipality of Amsterdam.

Object
Article 3

1. The object of the Foundation is to elaborate and work out for the Ken Whyld Association the objectives the Association has set itself, more specifically:
   
   • strengthening contacts and cooperation between collectors of chess literature, chess historians, - authors, -journalists and researchers as well as institutions dealing with chess literature and chess history;
   • the worldwide support of the documentation of chess literature and chess history;
   • all those tasks that are required for a good and proper functioning of the Association
2. The Foundation among other things tries to achieve said objectives by:
   
   • compiling a database of a universal bibliography of chess literature, starting with the digital recording of catalogued lists and data records. These digital records will be managed (and continuously improved) by the members of the Association following the arrangements set out by the Foundation;
   • promoting and supporting publications dealing with chess history and chess bibliography, and support re-editions and reprints of relevant documents on the same subject;
   • to support and consult public collections and libraries with the aim to increase and maintain their collections of chess literature and to improve their accessibility and to endeavour to set up cooperation agreements with such public collections and/or libraries;
   • to promote the cultural and historic value of collecting chess literature , and to promote the collecting of said chess literature among those that show an interest;
   • to organize and pay for activities on behalf of the Ken Whyld Association;
   • collecting pecuniary means and obtaining government and other subsidies as well as sponsor contributions;
3. The following activities are excluded from the object: making payments to the founders of the Foundation or to those persons who form part of the bodies of the Foundation.

Equity
Article 4

The equity of the Foundation consists of:

• means collected by the Ken Whyld Association by means of a membership contribution or thru other channels;
• the revenues generated by this equity;
• means obtained through donations, inheritance, bequest or any other channel;
• all other revenues.

Article 5

Except for the Board, the foundation does not include other persons that will have any authority as members or under any other name.
However, the Foundation may endeavour to get natural persons and legal entities prepared to be benefactors of (periodical) contributions.

Board
Article 6

1. The Foundation will be managed by a Board consisting of at least three (3) and at most five (5) natural persons, called Board members. With due observance of the preceding provisions, the Board will determine the number of Board members, also taking into account the personal union that needs to exists between the Board and the Board of the Association called Ken Whyld Association. The Board appoints the Board members taking into account this personal union.
2. The Board members are not remunerated for their activities. They are however entitled to a compensation of their expenditures made during their activities as Board members.
3. In case the number of Board members will at any time have dropped below the fixed minimum, those Board members who are still in office, provided there are at least two of them, will nevertheless continue to form a lawful Board.
4. The Board will choose a chairman, a deputy chairman and a treasurer from its number. It can appoint a replacement for any of these from within its ranks.
5. In case none or only one Board member is in office at any time, in case the vacancy/vacancies cannot be filled, two interim Board members, respectively one interim Board member may be designated by the District Court at the request of any party holding an interest or the Public Prosecutor. The office of an interim Board member appointed in said manner will end as soon as two Board members will have been appointed again, in accordance with the provisions of the present articles.

Where in these articles there is mentioned ‘Court’, the ‘Court of the District of Amsterdam’ is meant.

End of position on the Board
Article 7

1. A Board member may be dismissed or suspended at any time by an anonymous resolution of all other Board members. A suspension which is not followed by a dismissal within three months will be void as a result of the expiry of said period.
2. A Board position can also end because of death, resignation or by dismissal by the court in accordance with the provisions in section 298 of book 2 of the Civil Code. A Board member dismissed by the Court cannot be reappointed. Furthermore, a Board member is resigning when his membership of the Board of the Ken Whyld Association ceases.
3. A Board member resigns at the latest three (3) years after his appointment according a rotational roster set up by the Board.
4. A Board member that is resigning can be reappointed for a maximum of two successive periods of three (3) years. Someone appointed in an interim vacancy takes the place of his predecessor in the roster.

Board duties and representation
Article 8

1. The Board will look after the interests of the Foundation in the broadest sense of the word and within the limits of the present articles will be competent to perform any acts of control and disposal deemed necessary or desirable by the Board for the realization of that goal.
2. The Board will be competent to adopt resolutions for entering into agreements for the acquisition, alienation, and encumbrance of registered property and for concluding agreements in which the Foundation binds itself as surety or joint debtor, warrants performance by a third party or provides security for the debt of another party.
3. Testamentary dispositions may only be accepted under the benefit of an inventory.
4. The Board will represent the Foundation. The power of representation will also accrue to two members of the Board acting jointly. This will in no way prejudice the competence of the Board to grant power of attorney to represent the Foundation in a resolution of the Board.
5. In the case of a conflict of interest, the Board will designate one or more of its members to represent the Foundation. The Board member involved in the conflict of interest may also be designated for said purpose.

Convening of Board meetings
Article 9

1. The Board meetings will be convened by the secretary or the chairman, whenever deemed necessary by them as well as within seven days after at least two Board members will have sent a written request for a meeting to be held to the chairman or the secretary stating the items to be considered.
2. The convening notice will be sent in writing to the addresses of the Board members. In case a Board member will consent to this, the convening notice may also be sent by means of a legible and reproducible message sent electronically to the address made known to the Foundation by him for said purpose.
3. The period for convening the meeting will be at least seven days; disregarding the date of the convening notice and the day of the meeting.
4. The convening notice will state the subjects to be considered.

Board meetings
Article 10

1. The Board meetings will be held at a location to be determined by the Chairman.
2. The Board meetings will be presided over by the chairman. In case of his absence, the deputy-chairman. If the latter is absent too, the meeting itself will elect the chairman.
3. Annually, at the latest six months after the end of the financial year, a Board meeting – the annual meeting – will be held.
   The following will be considered at said meeting:
   
   1. the annual report and the annual statements of account as referred to in article 12;
   2. the filling of any vacancies;
   3. proposals announced in the convening notice.
4. As long as all Board members are present or represented at a Board meeting, valid resolutions may be adopted, provided they will be adopted unanimously, on all subjects brought up for consideration – consequently also including a proposal for amendment of the articles or for dissolution – even though no convening notices will have been sent or the meeting will not have been convened in the prescribed manner or any other regulation with respect to the convening and holding of meetings or any formality relating thereto will not have been observed.
5. All resolutions of the Board will be laid down in writing and will be signed by the chairman or the secretary and will be kept in the administrative records of the Foundation.

Decision-making process
Article 11

1. The opinion of the chairman expressed at the meeting with respect to the outcome of a vote shall be decisive. The same will apply to the text of an adopted resolution insofar as votes were cast on a proposal not laid down in writing.
2. However, in case immediately after the opinion referred to in the first paragraph having been expressed, its correctness will be challenged, a new vote will be held in case the majority of the meeting or, in case the original votes had not been cast severally or in writing, one Board member attending will make the relative request.
3. Insofar as not laid down otherwise in the articles or the law, all resolutions of the Board meeting will be adopted by an absolute majority of the votes cast. Each member of the Board has one vote.
4. Abstentions and invalid votes will be regarded as votes not cast.
5. In case votes will be equally divided on a proposal not relating to the election of persons, the proposal will have been rejected
6. All votes will be cast orally unless a written vote will be deemed desirable by the chairman or one of the persons entitled to vote will have made the relative request prior to the vote. Written votes will be cast by unsigned sealed ballot papers.
   Adopting resolutions by means of acclamation will be allowed unless one of the persons entitled to vote will request a several vote.
7. A Board member may be represented by another member of the Board, by written power of attorney or by fax or by a power of attorney which was received electronically.
8. Written resolutions may be adopted without a meeting having been held, provided they will be adopted unanimously by all Board members. The approval of this way of decision-making can be supplied electronically.
9. In case of decision-making outside of a Board meeting, the votes will be cast in writing, under which electronically. The requirement of decision-making in writing shall be met, in case the decision under reference of the way in which each Board member voted, is laid down in writing or electronically.

Financial management
Article 12

1. The financial year will coincide with the calendar year.
2. The Board shall keep such records of the financial position of the foundation and of everything relating to the activities of the foundation in accordance with the requirements ensuing from said activities and shall keep the accounting records, documents and other data carriers in such a manner that the rights and obligations of the foundation can be known at any time. The Treasurer decides on the location where the administration is kept.
3. Prior to the first of July, after the end of each financial year, the Board will compile a balance sheet and a statement of income and expenditure and lay them down in writing. These financial statements are checked by an audit committee appointed according to the statutes of the Ken Whyld Association. This commission reports its findings to the Board of the Foundation. The Foundation has the obligation to provide the said commission with all information related to the audit, and when requested, to show the books, the cash and other values, as well as other data carriers pertaining to the said audit. After having been found in order, said annual statements of account will be signed by all Board members and will be accompanied by a report on the activities and course of affairs of the financial year in question.
4. Once approved as per para 3, these statements are subsequently notified by the Board to the Board of representatives of the Ken Whyld Association.
5. The Board may designate an expert to audit the annual statements of account, irrespective of what is determined in para 3 above.
6. The Board shall keep the accounting records, vouchers and other data carriers referred to in paragraphs 2 and 3 of the present article for a period of seven years.
7. The data put on a data carrier, with the exception of the balance sheet and statement of income and expenditure laid down in writing, may be transferred to any other data carrier provided this will be done with a correct and full rendering of the data and said data will be available during the full period of preservation and may be retrieved within a reasonable period.

Amendment of the articles
Article 13

1. The articles of the foundation can be amended by the Board.
2. A resolution for the amendment of the articles will require at least two/thirds of the votes cast in a meeting at which at least two/thirds of the Board members will be present or represented.
   In case a two/thirds is not achieved, a second meeting may be convened and held within three weeks from then, at which meeting a resolution may be adopted on the proposal as brought up for consideration in the previous meeting, irrespective of the number of Board members present or represented, provided the resolution will be adopted by a majority of at least two/thirds of the votes cast.
3. A resolution for the amendment of the articles always requires at least two thirds of the votes cast.
4. To come into force, any amendment of the articles shall be laid down in a notarial deed. Every Board member will be competent to have the deed passed.

Dissolution
Article 14

1. In case the Board will hold the opinion that the object of the foundation cannot or no longer sufficiently be realized, it may conclude to disband the foundation; such a resolution relating to the dissolution will be adopted in accordance with the provisions in the preceding article.
2. In case of dissolution, the foundation will be liquidated by the Board members in office at the time: with respect to said liquidation the articles will continue to be correspondingly applicable also in respect of the filling of vacancies.
3. The balance remaining of the capital of the dissolved foundation after payment of all debts will be given a designation to be decided on by the Board, on behalf of an object as much as possible corresponding with the object of the foundation.

By-laws
Article 15

1. The Board will be competent to lay down one or several by-laws.
2. By-laws may not be in conflict with the law, also in cases where it will have no mandatory provisions, nor may any by-laws be in conflict with the articles.

Final provision
Article 16

All circumstances that fall within the limits of the present articles but for which no provisions have been made in said articles will be provided for by a resolution of the Board.

Power of attorney

The power of attorney on the appearer is proved by two (2) documents, which will be attached to this deed.

Final statements

1. The first financial year will end at the end of two thousand thirteen.
2. For the first time the number of Board members will be fixed at three (3) and the following persons will be appointed Board members:
   • Mr. Guy Van Habberney, born in @
     on @
     living in Boechout, Belgium @
     as Chairman;
   • Mr. Andy Ansel, born in @
     living at Laurel Hollow, New York, United States of America, @
     as Vice-Chairman;
   • Mr. Dr. Michael Negele, born in @
     on @
     living in Wuppertal, Germany,@
     as Treasurer.
3. If any dispute occurs regarding the interpretation of this deed, the Dutch text will govern.
   The appearer is known to me, the civil law notary.
   This deed, drawn up as an original, was passed in Amsterdam on the date mentioned in the preamble of the present deed.

After the sum and substance of the text of this deed had been stated and explained to the appearer, he declared to have taken cognizance of the text of the deed and not to insist on it being read out in full.
Subsequently, after a restricted reading-out accordance with the law, this deed was signed by the appearer and by me, the civil law notary.

Amsterdam, December 31st, 2013
Mr. Pierre Jean François Marie Le Cat

The hitherto existing provisional reproduction of the translated Dutch text was replaced by a corrected and definitively revised text on 25 July 2016.