P2P Foundation:Incorporating Documents
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Feature: 2006H18007KV P2P FOUNDATION Today, 16/01/2007 appeared before me, Mr Jos Herman Johannes Albertus Hofstee, notary in Amsterdam: a.. Mr James Llewellyn Burke, living in Amsterdam 1093 TR, Commelinstraat 6-3, born in London on June 26, 1971, English passport number: 705 257 082, unmarried and not registered as a partner; b. Ms Catharina Maria van Velzen, notary office address 1024 MB Amsterdam-Noord Hilversum Street 324, born in Tilburg on February 14 1968, in this matter acting as a proxy for: Michel Bauwens, residing at 1702 Dilbeek, Belgium, Kasteellaan 111, born in Watermael-Boitsfort, Belgium on March 20 1958, Belgian passport: ED468525, married. The persons appearing declared these to establish a foundation for this and the following statutes establish. Article 1: NAME AND SEAT 1. The foundation bears the name: Foundation for Peer to Peer Alternatives 2. It is established in Amsterdam. Article 2: PURPOSE 1. The foundation aims to: Support peer-to-peer practices, on related work that encompasses the broadest incidental meaning of these words. 2. The foundation pursues its goal to be achieved through: documentation, promotion and research. Article 3:POWER The assets of the foundation is formed by: a. gifts, inheritances and legacies; b. interest; c. third party contributions; d. subsidies and e. other income. Article 4:GOVERNANCE 1. The Board of the Foundation has, as a minimum, five board members. 2. The Board determines the number of members of the board. 3. The Board divides its tasks among themselves and appoint from among its members a president, one secretary and a treasurer. Different functions can be combined in a person. 4. If the number of members of the board declines to below what is specified in line 1. of this article(4) minimum number of board members, the board will nevertheless remain responsible. Article 5: APPOINTMENT TO BOARD AND MEMBER OF THE END OF THE MEMBERSHIP 1. The members of the Board shall be appointed by the Board. For the first time the board is declared appointed by this Act. 2. Members of the Board are appointed for a term expiring at the third annual meeting to be held following the year of the person appointed. A retiring board member is immediately eligible for reappointment. 3. Each member of the board can always be suspended or dismissed as such by a decision of the board with a majority of two thirds of the valid votes cast at a meeting specially convened for that purpose. 4. The membership of the board also terminated by the occurrence of one or more of the following circumstances: by thanking of death the loss of free control over his assets by reaching the age of seventy-two years by the member of the board and in cases referred to in Article 2:298 of the Civil Code 5. If a director resigns as such, the board shall promptly provide the vacancy with a new person, or else decide, in compliance with Article 4 paragraph 1 minimum, that the number of directors will be reduced. 6. In the absence or inability of one or more members of the board to take an action, can the remaining members, the remaining member or entire board appoint a person to take action in the absence of another or other members. Article 6:POWERS OF THE DIRECTORS AND REPRESENTATION 1. The board is responsible for managing the foundation. 2. The board is authorized to decide to enter into contracts to acquire, disposal and encumber registered property and to enter into contracts with the foundation itself as surety or debtor, for a third party, or undertake to provide security for a debt of another party. 3. The foundation is represented by the board or by two boards members. Article 7:MEETINGS OF THE BOARD 1. The board meets as often as the chairman or two members deem it necessary. Calls to board meetings carried out by the Secretary are subject to a period of at least fifteen days from the sending out the call. In urgent cases a shorter period is sufficient, at the discretion of the President. If the Secretary fails in a request of a summons to the meeting within two weeks after the request is / are the applicant (s) empowered to convene a meeting itself, in compliance with the required formalities. 2. The President leads meetings of the board. If the chairman is not present, the Board will provide its own leadership. 3. The board meets at least once a year, within six months after the end of the year, in which the annual meeting shall be as provided in Article 8. This meeting is the annual meeting. 4. Aside from these Statutes, a majority decision can be made by the Board which is follows the decision with the largest amount of cast votes. 5. The Board can only take valid decisions if the majority of the members of the administration are present or represented. Each board member has one vote. A board member may represent another fellow board member at a meeting on submission of written validation, at the discretion of the Chairman of the meeting sufficient proxy. A board member can only represent the rights of one fellow board member. 6. If the vote on any decision requires that a minimum number of board members are required to be present or represented at a meeting but due to them not being enoughtpresent no valid decision can be taken, the decision can be validly taken at a future meeting when enough board members are present or represented, providing that the meeting is held no earlier than two but before six weeks after the meeting where the decision was not made or decision taken without the required majority validation. 7. a. voting will be conducted orally unless a written vote of the board is required, in which case the vote shall be closed by unsigned notes. b If in the vote on the appointment of a new board or the division of management functions between the board produces a lack of majority, it will be resolved by a second free ballot. c. If in the second ballot the majority once again can’t be resolved, a further ballot will take place, with voting on the two members with highest amount of votes in the last round. If in the second free vote there were more than two persons with equal largest number of votes tied, or if more persons by an equal number of votes for the second ballot would be eligible, members should then decide who should be included in a new vote to determine a winner. If the results of that vote again inconclusive, the ballot will be decided by lot. d. When votes are tied to other than the above b and c referred cases within two weeks a new session convened, if the votes again abandon the proposal is rejected. August. Blank votes and invalid votes are void; these voices are in determining the outcome of the vote is not counted. 9. In all disputes regarding votes, which the statutes do not provide, the chairman. 1910. Are all board members present or represented, may validly be taken even if the formalities for convening not provided such decisions are taken unanimously. 11. Of the proceedings of the meetings are recorded in minutes, which in the next meeting by the Board and approved by the chairman of the meeting and the minutes kept by the person who has signed. In or near the minutes also indicate which members of management attended which meetings. 12. The Board may also take decisions without a meeting if the views of members by written communication that produces evidence is collected and none of the members of the board oppose such a decision unanimously. Decisiona made this way (via written consent) are to be documented by the Secretary in a written report, which will appear at the next meeting of the board and be preserved in the minutes of that meeting. Article 8:FINANCIAL STATEMENTS 1. The financial year of the foundation shall be the calendar year. 2. The books are closed at the end of each year, the treasurer makes it within five months after the end of the year. 3. The board may decide that accounts are audited by an expert who will report o the Board. 4. The Board adopts annual accounts. 5. Adoption of financial statements is intended to discharge the treasurer. Rule 9:CONSTITUTION AMENDMENT 1. These articles may only be amended by a decision of the board. 2. At the end of such stated meeting, proposed amendments will be declared verbally. 3. A resolution to amend the statutes can only be taken by a majority of at least three-quarters of the votes cast at a meeting at which at least three-quarters of the number of board members are present or represented. 4. Amendment of the Constitution shall not take effect until they are declared by notarial deed.Every board member is require to sign this new deed to bring it into power. Article 10:DISSOLUTION 1. The board is empowered to dissolve the foundation. 2. At the end, the provisions decide what happens regarding amendment of statutes. 3. The foundation remains after its dissolution, if assets need to be liquidated first. 4. The settlement is effected by the board. 5. During liquidation the provisions of these statutes remain in hold to maximum effect. 6. Any excess of the foundation is dissolved as much as possible in accordance with the purpose of the foundation. 7. After the liquidation, the books and records of the dissolved foundation must legally be held for seven years in custody of the youngest among the liquidators or liquidators or to be appointed by to another. The persons appearing declared finally that the Board is first appointed as follows: 1. Mr J.L. Burke, the said, as chairman; 2. Mr. M. Bauwens, said, as Secretary; 3. *............* As treasurer; 4. *..............* As a member; 5. *..............* As a member. FINAL ACT I am the person appearing, civil law notary. This deed was executed in Amsterdam on the date specified in the head. After stating the business and explain the contents of this document to the person appearing has declared the contents thereof are aware and fully read it not to insist. The appearing with me, notary, deed, immediately after this partial reading signed.