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Articles of associationOn this page you can find the current articles of association of ASK-Solutions, the IRADIS Foundation. The articles establish the formal basis of the foundation, including its purpose, the composition and powers of the board, decision-making, and the rules governing amendments to the articles and dissolution.
The text below contains only the current articles of association as established by the amendment of 10 October 2024. It is an English translation of the article text contained in the original Dutch-language notarial deed. Notarial personal data and other deed details that do not form part of the articles themselves are not included.
1. The name of the foundation is: Stichting IRADIS.
2. The foundation has its registered office in the municipality of Haarlem.
3. The foundation cannot legally have members.
4. The foundation has one body: the board.
1. The purpose of the foundation is: to promote the sharing of (technological) knowledge, collaboration and social connectedness by organising and facilitating opportunities to work together on projects, providing information, raising awareness and developing free software and hardware that promote collaboration and knowledge sharing or arise from them, and to carry out all activities connected with or conducive to this purpose.
This purpose does not include making distributions to the founder or to persons who form part of bodies of the foundation.
2. The foundation does not operate for profit.
3. The foundation seeks to serve the public benefit.
1. The board of the foundation consists of at least three (3) persons. The number of board members is determined by the board. The board may appoint from among its members a chair, secretary and treasurer. One board member may fulfil more than one of these functions.
2. Board members are appointed by the board. Vacancies must be filled as soon as possible after they arise. The first board is appointed by the founder in this deed.
3. Board members must meet the following requirements:
a. a board member must be a natural person;
b. a board member must have unrestricted control over their assets.
4. Board members are appointed for a period of no more than four years and retire in accordance with a schedule determined by the board. If the position of a board member ends before the time at which that board member would retire according to the schedule, their successor takes their place on the schedule.
A board member retiring according to the schedule may be reappointed without restriction.
5. Board members may be reimbursed for expenses incurred in the performance of their duties.
Board members receive no remuneration for their work.
6. A board member may be suspended by the other board members if at least two board members vote in favour of the suspension.
Within four weeks of the suspension, a new meeting shall be held. At that meeting it shall be decided whether the suspension is lifted, extended or whether the board member is dismissed. At least two board members must vote in favour of a decision to dismiss.
A suspension may never last longer than three months in total.
If no new meeting is held within the aforementioned four weeks, if the suspension is not extended at that meeting, or if no decision to dismiss has been taken after three months, the suspension lapses.
7. Membership of the board ends:
a. upon death;
b. upon bankruptcy, application of the statutory debt restructuring scheme for natural persons to the board member, or if the board member is granted a suspension of payments;
c. upon being placed under guardianship or having their assets placed under administration;
d. by voluntary resignation;
e. by dismissal by the court;
f. by dismissal by the other board members. This is only possible if there are at least two other board members;
g. upon expiry of the term of appointment.
8. If there are vacancies on the board, the board remains authorised to act.
If one or more board members are unable to act or their position is vacant, the remaining board members or the sole remaining board member temporarily constitute the board. The terms 'inability to act' and 'vacancy' are terms used in law and include situations such as the death of a board member or a board member becoming unable to act due to illness. Inability to act also includes suspension and the situation in which fellow board members attempt to contact a board member and are unable to establish contact for at least seventy-two hours.
If all board members are unable to act or all positions are vacant, a person previously designated by the board for that situation shall constitute the board.
1. Each board member may convene a board meeting.
2. A board meeting shall be convened in writing. The notice shall state the date on which the meeting will take place, the time at which the meeting will start and the subjects on the agenda. The meeting must be convened at least seven days before the day of the meeting. The day on which the notice is given and the day of the meeting are not included when calculating this period. Notice may also be given by e-mail if the board members have indicated that they agree to this and have provided their e-mail address for that purpose.
3. Meetings of the board shall be held at a location determined by the person convening the meeting.
4. If any provision of the preceding two paragraphs is not complied with, the board may nevertheless adopt valid resolutions if all board members are present or represented at the meeting.
5. A board member may authorise another board member in writing to represent them at the meeting. An authorisation recorded in an e-mail message shall constitute written authorisation.
A board member may not represent more than one other board member at a meeting.
6. Each board member has one vote at board meetings.
Unless these articles require a greater majority, resolutions of the board shall be adopted by an absolute majority of the votes cast. 'Absolute majority' means that more than half of the votes cast are in favour of the resolution. If the number of votes in favour and against is equal, the resolution shall be deemed not to have been adopted.
7. A board member shall not participate in deliberations and decision-making if they have a direct or indirect personal interest that conflicts with the interests of the foundation and the enterprise or organisation associated with it. If this prevents a board resolution from being adopted, the board member concerned is nevertheless authorised to participate in the deliberations and decision-making and the board is authorised to adopt the resolution in this manner. The board shall then record in writing the considerations underlying the resolution.
1. The chair presides over meetings of the board. In the absence of the chair, or if no allocation of functions has been made within the board, the board members shall determine which of them will chair the meeting.
2. The chair of the meeting determines the manner in which votes are taken at meetings.
3. The opinion expressed at the meeting by the chair of the meeting regarding the outcome of a vote is decisive.
The same applies to the content of a resolution adopted where the vote concerned an agenda item or proposal that had not been recorded in writing. If the correctness of the chair's opinion is challenged immediately after it is expressed, a new vote shall be taken if the majority of the board members present so requires. If the original vote was not conducted by roll call or in writing, a new vote shall be taken if any of the board members present so requires. The legal consequences of the original vote lapse as a result of this new vote.
4. Minutes shall be kept of board meetings. At the meeting, the chair shall designate the person who will take the minutes.
Once the minutes have been adopted, they shall be signed by the chair and the person who took the minutes of that meeting.
5. The board may also adopt resolutions other than at a meeting if all board members cast their votes in writing. A resolution is then adopted if all board members have indicated that they vote in favour of the proposed resolution.
If these articles provide that a resolution is to be adopted at a meeting, regardless of whether a particular quorum or majority is prescribed, the resolution may also be adopted in another manner. In that case too, the resolution is adopted only if all board members have indicated that they vote in favour of the proposed resolution.
Board members may cast their vote by e-mail by sending an e-mail message to the e-mail address designated by the board for this purpose.
1. The board is responsible for governing the foundation.
Each board member is obliged towards the foundation to perform the duties assigned to them properly. The board shall maintain records of the financial position and all activities of the foundation. These records must be kept up to date so that the rights and obligations of the foundation can be determined at any time. The records must be retained in a manner that allows them to be inspected at a later date. The board must retain the records for at least seven years and keep them available for inspection.
This record-keeping obligation is set out in Article 2:10 of the Dutch Civil Code.
2. The board shall maintain a register recording the persons to whom the foundation has made a distribution. This concerns distributions that do not exceed twenty-five percent (25%) of the amount available for distribution in a particular financial year. The register shall record the names and addresses of the persons who received a distribution, the amount of the distribution and the date on which the distribution was made. This obligation is set out in Article 2:290 of the Dutch Civil Code.
3. The board may adopt the resolutions referred to in Article 2:291 paragraph 2 of the Dutch Civil Code:
a. employing employees and therefore entering into employment agreements;
b. entering into agreements for the acquisition, disposal and encumbrance of registered property;
c. entering into agreements under which the foundation binds itself as guarantor or jointly and severally liable co-debtor, guarantees the performance of a third party, or provides security for the debt of another person.
The resolutions referred to in this paragraph may only be adopted unanimously at a meeting at which all board members are present or represented.
4. If the foundation is an heir, the board may only accept the inheritance under benefit of inventory.
1. The foundation is represented by:
- all board members;
- two board members acting jointly.
An individual board member cannot represent the foundation unless the board consists of one board member.
2. The board may decide to grant an incidental or continuing power of attorney to one or more board members and/or other persons, authorising them to represent the foundation fully or in respect of specific decisions and acts.
1. The financial year coincides with the calendar year.
2. Each year, within six months after the end of the financial year, the board must prepare or have prepared the foundation's balance sheet and statement of income and expenditure.
The treasurer shall send these documents to all other board members before the end of this period.
The board may also be required to prepare annual accounts and a board report. This applies to certain foundations that operate an enterprise and is provided for in Article 2:300 of the Dutch Civil Code. If the board is required to prepare annual accounts and an annual report, these shall be made available for inspection at the office of the foundation together with the information required by law.
3. The board may appoint an auditor to examine the balance sheet and statement of income and expenditure. This is provided for in Article 2:393 paragraph 1 of the Dutch Civil Code. The auditor shall report to the board on this examination and issue an auditor's report. The board may subsequently adopt the balance sheet and statement of income and expenditure.
4. Within one month after the balance sheet and statement of income and expenditure of the foundation or the annual accounts have been prepared, they shall be adopted by the board.
These documents shall be signed by all board members. If a signature is missing, the reason for its absence shall be stated on the document.
5. The period referred to in paragraph 2 may be extended by the board by no more than four months. There must be special circumstances for such an extension.
1. The board may adopt one or more regulations. Regulations shall contain rules that the board considers necessary for the performance of its duties. Regulations may not conflict with these articles or the law.
The board may amend or withdraw regulations.
2. Regulations shall be recorded in writing and shall state the date from which they apply. This date may not precede the date on which the resolution adopting the regulations was passed.
1. The board may amend the articles of association.
2. A resolution to amend the articles of association shall be adopted by a majority of at least two thirds of the votes cast at a meeting at which all board members are present or represented.
If the required number of board members is not present or represented at a meeting at which a resolution to amend the articles of association is on the agenda, a new meeting may be convened after that meeting. This new meeting shall take place no earlier than three weeks and no later than six weeks after the first meeting. At the new meeting, the resolution to amend the articles of association may be adopted by a majority of at least two thirds of the votes cast, regardless of the number of board members present or represented.
3. The exact wording of the proposed amendment to the articles of association shall be sent to all board members together with the notice convening the meeting.
In this case, the notice period shall be at least two weeks.
4. The articles of association shall be amended by notarial deed. An amendment to the articles of association takes effect at the time determined by the board. This time shall be after the deed has been signed. The deed shall be signed by at least two board members. If the board consists of one board member, the deed shall be signed by that board member.
The board may authorise one or more board members and/or other persons, jointly or individually, to sign the deed.
If the board wishes to adopt a resolution to merge or demerge the foundation or convert it into another legal form, the provisions of the preceding article must be followed in addition to the applicable statutory requirements.
1. The board may resolve to dissolve the foundation. The provisions of Article 10 apply to this resolution.
2. When adopting the resolution to dissolve the foundation, the board shall determine the destination of any positive liquidation balance.
The positive liquidation balance shall be applied for the benefit of a public benefit institution with a similar purpose.
3. The board shall liquidate the assets of the foundation unless one or more other liquidators have been appointed in the resolution to dissolve the foundation.
In all cases not provided for in these articles of association, the board shall decide.
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