Articles of Association
Name and Domicile - Article 1
1. The name of the Foundation is: Stichting de Ierse Wolfshond
2. Its Registered Office is at Rijsenhout, in the municipality of Haarlemmermeer, The Netherlands.
Objects and resources - Article 2
1. The Foundation's objectives are:
a. The preservation and improvement of the Irish Wolfhound breed;
b. The promotion of the health and the well-being of the dogs of this breed in general and the prevention and control of hereditary defects of this breed in particular;
c. the promotion of the cooperation among breeders and the promotion of contacts between breeders and lovers of this breed.
2. The Foundation aims to achieve these objectives by:
a. Designing plans for the control of the hereditary defects within the breed and to take measures for implementation of those plans;
b. Participating in all research studies of interest to the Irish Wolfhound breed;
c. Recording the results of examinations of dogs of the Irish Wolfhound breed concerning the presence of hereditary anomalies as well as the possibility of passing on such genetic disposition to offspring, all this with the objective of publishing and providing information to third parties for the benefit of responsible breeding of the Irish Wolfhound;
d. Maintaining a registry of pure-bred Irish Wolfhounds.
Board - Article 3
1. The Board of the Foundation will include at least 3 Members. In compliance with the provisions in the preceding sentence, the number of Board Members will be unanimously determined by the Board.
2. The Board (except the first Board of which the members are appointed in their functions) will elect a Chairperson, a Secretary and a Treasurer from its Members. The functions of Secretary and Treasurer can also be filled by one person.
3. Board Members are appointed indefinitely. On the occurrence of one (or more) vacancies in the Board, the remaining Board Members will unanimously provide for the appointment of one (or more) successor(s) within two months after the occurrence of such a vacancy (or the only remaining Board Member will).
4. In case of one or more vacancies in the Board, the remaining Board Members, or the remaining Board Member, will form a legally constituted Board.
5. The Board Members will not receive any remuneration for their work. They are entitled to reimbursement of the expenses incurred while performing their duties.
Board meetings - Article 4
1. The Board will meet locally in the Netherlands as defined in the convocation.
2. Every calendar year the Board meets at least once.
3. Furthermore, meetings will be held when a meeting is called by one of the Board Members in writing, including an accurate listing of the items to be discussed.
4. The meeting is called by means of notices, at least seven days in advance, excluding the day of calling and the day of the meeting.
5. Besides the venue and the time of the meeting, these notices will also list the items to be discussed.
6. As long as all incumbent Board Members are present at a Board meeting, valid decisions can be made on all items that are discussed, provided that the vote is unanimous, even if the regulations in the Articles of Association for calling and holding meetings, have not been complied with.
7. The chairperson is in charge of the meetings, on his/her absence the attendees themselves will provide for the chairing of the meeting.
8. Minutes of everything that is discussed at the meeting are taken by the Secretary or by one of the other attendees who is requested to do so by the Chairperson of the meeting. The minutes are adopted and signed by those who acted as Chairperson and Secretary at the meeting.
Governance decisions - Article 5
1. The Board can only make valid resolutions at a meeting, if the majority of the incumbent Board Members is present or represented at the meeting. A Board Member can have another Board Member represent him/her at the meeting, on submission of a written power of attorney, if the Chairperson of the meeting deems this sufficient. In that case, a Board Member can only act as a representative for one other Board Member.
2. The Board can also make decisions outside the meetings, on the condition that all Board Members have been given the opportunity to give their written opinion, by any means of telecommunication or otherwise. Any decision made in this manner will be recorded by the Secretary. The responses received will be attached to the minutes and will be co-signed by the Chairperson and then added to the minutes.
3. Every Board Member is entitled to casting one vote. Insofar as these Articles of Association do not prescribe a greater majority, all the decisions of the Board will be made with absolute majority of the valid votes cast.
4. All voting at the meeting is oral, unless one Board Member requests a vote by ballot, before the meeting. Voting by ballot is done with unsigned and closed notes.
5. Blank ballots will be considered as not having been cast.
6. All disputes concerning voting that are not provided for under the Articles of Association, will be decided by the Chairperson of the meeting.
Decision making authority - Article 6
1. The Board is in charge of the management of the Foundation.
2. The Board is authorized to decide on entering into agreements for the acquisition, alienation, and encumbrance of registrable property.
3. The Board is not authorized to enter into agreements where the Foundation would be bound as a guarantor or a jointly and severally liable debtor, make a case for any third parties, or be bound in giving security for a debt of any third party, unless this is decided by unanimous vote of all incumbent Board Members.
4. Testamentary dispositions can only be accepted under the benefit of inventory.
Representation - Article 7
1. The Foundation is represented by the Board.
2. The representative authority also belongs to two Board Members acting together.
3. The Board can grant power of attorney to one or more Board Members, as well as to third parties, in order to represent the Foundation within the restrictions of that power of attorney.
Termination of Board Membership - Article 8
The Board Membership of a Board Member ends:
a. On death;
b. When he would lose the right to dispose of his property;
c. By written resignation;
d. By dismissal granted to him by the other Board Members together;
e. By dismissal by virtue of article 2:298 Burgerlijk Wetboek (Dutch Civil Code).
Fiscal Year and Annual Reports - Article 9
1. The Fiscal Year of the Foundation is the same as the calendar year.
2. At the end of each Fiscal Year the accounts of the Foundation are closed. Based on that, the Board will then draw up a Balance Sheet and a Profit & Loss Statement on the Fiscal Year that has just ended, and these Annual Reports will then be adopted by the Board.
Rules and Regulations - Article 10
1. The Board has the authority to draw up Rules and Regulations including those subjects that in the opinion of The Board need (more specific) regulation.
2. The Rules and Regulations must not conflict with the Law or these Articles of Association.
3. At all times the Board is allowed to modify the Rules and Regulations or to cancel them.
4. The provisions in article 11, sub 1, apply to the adoption, change and cancellation of the Rules and Regulations.
Amendment of the Articles of Association - Article 11
1. The Board is authorized to amend these Articles of Association. The Board's resolution for such amendment(s) must be made unanimously at a meeting, in which all Board Members are
present or represented, without there being any vacancies in the Board.
2. Subject to annulment the amendment(s) must be made by notarial deed. Each individual Board Member has the authority to execute this deed.
Dissolution and liquidation - Article 12
1. The board has the authority to dissolve the foundation. The provisions of article 11 sub 1 apply to the relevant decision to be made.
2. After the dissolution the Foundation will survive for as far as required for the liquidation of its assets.
3. The liquidation at the dissolution of the Foundation will be executed by the Board.
4. During the liquidation the conditions of these Articles of Association will remain valid as much as possible.
5. A surplus after liquidation will be distributed in a manner to be decided by the liquidators.
6. After completion of the liquidation, the accounts and records of the dissolved Foundation will be held for ten years by the person designated by the liquidators.
Final provisions - Article 13
The Board will decide in all cases for which neither the Law or these Articles of Association provide.
The first Board Members will be appointed in the Memorandum of Association.
Finally, the person appearing, Mr. Johannes Zantingh, declared:
1. As Board Members of The Foundation will be appointed:
a. Mr. Maarten Johannes Gerardus Gerrits, residing at Bergerweg 33, 6085 AT Horn, born at Moordrecht on January fourth, nineteen hundred and sixty four, single, as Chairman
b. Mr. Willem Sijbrand van Esseveldt, residing at Voorwillenseweg 149A, 2806 ZG Gouda, born at Moordrecht on August twenty-sixth, nineteen hundred and fifty, married, as Treasurer.
c. Mrs. Geertruida Zantingh-van Asperen, residing at Stuurboord 68, 1435 PD Rijsenhout, born at Aalsmeer on December twenty-fifth, nineteen hundred and fifty-four, married, as Secretary.
2. The first Fiscal Year of the Foundation will end at December thirty-first, two thousand and one.
IN WITNESS WHEREOF this deed has been drawn up at Aalsmeer on the date as stated in the heading. The person appearing before me is known to me, Notary Public. The professional content of the deed has been stated and explained to him. The person appearing declared not to appreciate reading of the entire deed, that he was timely informed of the contents of this deed before the execution, and that the consequences for him, resulting from this deed, had been pointed out to him. This deed was read partially, and signed immediately thereafter, first by the person appearing and then by me, Notary Public.
Aalsmeer, December 8, 2000