Articles of Association of
Stichting PALS Community

This unofficial English translation is provided for informational use only. While we strive to be as accurate as possible, differences may occur in translation and if they do, the original Dutch text will govern by law.

having its seat in the municipality of Amsterdam, as these read after the execution of the deed of incorporation executed on 24 December 2020 before mr. F.R. Sterel, civil law notary officiating in Amsterdam, the Netherlands.

The foundation is registered in the Dutch trade register under number 81279701.

Article 1 – Name and Seat

  1. The foundation is called: Stichting PALS Community.
  2. It has its seat in the municipality of Amsterdam.

Article 2 – Objective

  1. The objective of the foundation is: to promote and strengthen friendships through communities.
  2. The foundation also aims to perform all further actions that are related to the aforementioned purpose in the broadest sense or that may be conducive to it.
  3. The foundation tries to achieve its goal, among other things, by:
    • organizing various meetups;
    • supporting community leaders/builders and;
    • developing and maintaining an online platform.

Article 3 – Capital

The capital of the foundation can be formed by:

  1. contributions from those who sympathize with the purpose of the foundation;
  2. contributions from those in whose interest the foundation operates;
  3. subsidies;
  4. inheritance acquisitions and gifts;
  5. proceeds from activities of the foundation;
  6. any other earnings.

Article 4 – Board: composition, method of appointment

  1. The board of the foundation consists of a number of directors to be determined by the board, with a minimum of two director(s). As long as the founder is the board of the foundation, the foundation can be managed by one director.
  2. The directors are appointed and suspended by the board. The board elects a chairman, a secretary and a treasurer from among its members. The positions of secretary and treasurer can be filled by one person. As long as the founder is the sole board member, the foundation can be managed by one board member who combines the functions of chairman, secretary and treasurer.
  3. The directors are appointed for an indefinite period.
  4. In the event of one or more vacancies on the board, the board retains its powers.
  5. The directors do not receive any remuneration for their work. They are entitled to reimbursement of the costs incurred by them in the performance of their duties.

Article 5 – Board: duties and powers

  1. The board is charged with the management of the foundation.
  2. The board is not authorized to decide to enter into agreements for the acquisition, alienation or encumbrance of registered property, unless the decision is taken by unanimous vote of all board members in office.
  3. The board is not authorized to decide to enter into agreements whereby the foundation undertakes as surety or joint and several co-debtor, makes a case for a third party or undertakes to provide security for a debt of another, unless the decision is made with unanimous votes of all directors in office.
  4. Inheritances may only be accepted under the privilege of inventory.

Article 6 – Board: meetings

  1. The meetings of the board are held in the Netherlands at the place as determined in the convocation notice.
  2. Annually, within six months after the end of the financial year, a meeting of the board (the annual meeting) is held, at which in any case the adoption of the balance sheet and the statement of income and expenditure is discussed. In addition, one meeting is held per year.
  3. Meetings can also be held by means of audio or video communication.
  4. A meeting is also held when one of the directors gives notice to do so.
  5. A meeting must be convened at least seven days in advance. Not counting the day of the convening notice and the day of the meeting. The convocation can be by means of a notice letter or electronically.
  6. A notice will state the place and time of the meeting and the subjects to be discussed.
  7. The meetings are chaired by the chairman. If he is absent, the directors present provide for the leadership of the meeting. At that moment, the meeting is chaired by the oldest director present.
  8. The secretary takes minutes of the meeting. In the absence of the secretary, the secretary is appointed by the person leading the meeting. The minutes are adopted and signed by those who acted as chairman and secretary in the meeting. The minutes are then kept by the secretary.
  9. Access to the meetings of the board is for the board members in office and those invited by the board to do so.

Article 7 – Board: decision-making

  1. The board can only pass resolutions in a meeting if the majority of the board members in office are present or represented. A director may be represented at a meeting by another director after a written power of attorney has been issued that is sufficient in the judgment of the chairman of the meeting. A director can only act as an authorized representative for one other director.
  2. If the majority of the board members in office are not present or represented at a meeting, a second meeting shall be convened, to be held no earlier than two and no later than four weeks after the first meeting. In this second meeting, regardless of the number of directors present or represented, a decision can be taken on the items that were placed on the agenda at the first meeting. The notice convening the second meeting must state that and why a decision can be taken regardless of the number of directors present or represented.
  3. As long as all in office directors are present at a meeting, valid resolutions can be passed on all subjects to be discussed, provided that they are unanimously voted, even if the rules laid down by the articles of association for calling and holding meetings are not observed.
  4. Resolutions of the board can also be taken in writing instead of in a meeting. This can also be done electronically. When making a decision in this way, all board members must be aware of the decision to be taken.
  5. The board can also take decisions outside a meeting. The secretary draws up a report of a resolution thus taken, which is kept as minutes after co-signing by the chairman.
  6. Each director has the right to cast one vote. Insofar as these articles of association do not prescribe a larger majority, board decisions are taken by an absolute majority of the valid votes cast. In the event of a tie, the proposal is deemed to have been rejected.
  7. All votes in a meeting take place orally, unless one or more directors require a written vote before the vote. Written vote takes place by unsigned, closed notes.
  8. Blank votes are considered not to have been cast. The chairman of the meeting decides in all disputes regarding votes.

Article 8 – Board: retirement

A director shall retire:

  1. by his death or if the director is a legal person, by its dissolution or if it ceases to exist;
  2. through the loss of free management of his assets;
  3. by resignation;
  4. through dismissal by the joint other directors;
  5. by dismissal on the basis of article 2:298 of the Dutch Civil Code.

Article 9 – Representation

  1. The board represents the foundation.
  2. Each board member is individually authorized to represent the foundation.
  3. A third party can be appealed against an act in violation of article 5.
  4. The board may grant a proxy to one or more board members, as well as to third parties, to represent the foundation within the limits of that proxy.

Article 10 – Financial year and annual accounts

  1. The foundation's financial year 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 activities of the foundation, in accordance with the requirements arising from these activities, and to keep the pertaining books, documents and other data carriers in such a way, so that the rights and obligations of the foundation can be known at all times.
  3. The board is obliged annually within six months after the end of the financial year to prepare, draw up and establish the balance sheet and the statement of income and expenditure of the foundation. The board is authorized to extend this term once for a period of four months.
  4. The board is obliged to keep the books, documents and other data carriers referred to in the previous paragraphs for seven years.
  5. The data on a data carrier, with the exception of the annual accounts drawn up on paper, can be transferred and stored on another data carrier, provided that the transfer takes place with correct and complete representation of the data and these data are available throughout the retention period and within a reasonable time can be made legible.

Article 11 – Regulations

  1. The board is authorized to adopt regulations in which those subjects are regulated that in the opinion of the board require (further) regulation.
  2. The regulations may not conflict with the law or these articles of association.
  3. The board is authorized to amend or terminate the regulations.
  4. The provisions of article 12 paragraph 1 apply to the adoption, amendment and termination of the regulations.

Article 12 – Amendment of the Articles of Association

  1. The board is authorized to amend these articles of association. A resolution to amend the articles of association must be taken unanimously in a meeting in which all directors are present or represented.
  2. The amendment must be effected by notarial deed, under penalty of nullity. Each director individually is authorized to have the relevant deed executed.
  3. The directors are obliged to deposit an authentic copy of the amendment and the amended articles of association at the office of the trade register.

Article 13 – Dissolution and liquidation

  1. The board is authorized to dissolve the foundation.
  2. A resolution to dissolve must be adopted unanimously in a meeting in which all directors are present or represented.
  3. If the board decides to dissolve, the destination of the liquidation balance will also be determined. In other cases of dissolution, the destination of the liquidation balance is determined by the liquidators.
  4. After dissolution, the directors arrange the liquidation, unless others have been designated as liquidators in the resolution to dissolve.
  5. After the liquidation has ended, the books and documents of the dissolved foundation will remain in the custody of the person designated by the liquidators for the period prescribed by law.

Article 14 – Choice of law

Dutch law applies to this deed.

Article 15 – Final provisions

  1. The board decides in all cases not provided for by law or these articles of association.
  2. In these articles of association, in writing is understood to mean any message transmitted via the usual communication channels, which is or may be apparent from writing.

Article 16 – Transitional provision

The first financial year of the foundation ends on 31 December 2021. This article will cease to exist after the first financial year.