Constitution of the Foundation BERJALAN (not official translation)
Art. 1 – NAME AND SEAT
- The Foundation has the name: Foundation BERJALAN
- The foundation is seated in Weerselo.
Art. 2 – GOAL
- The Foundation has as goal: Stimulation of knowledge about foot-, gait and motion disorders and the conservative treatment of them, and further all that is related with a direct or indirect connection or can be beneficial for it. This in the broadest sense.
- The foundation tries to reach the goal by granting courses, workshops and other ways of education, in the broadest sense.
Art. 3 – FINANCIAL RESOURCES
The financial wealth of the Foundation is formed by:
- selling the textbook: “Pedorthic footwear; Assessment and treatment”
- all other acquirements and profits.
art 4 – BOARD
- The Foundation is controlled by a board consisting of, to determined by the board, at least three members. Board members are appointed and dismissed by the board.
- The board chooses from its members a president, a secretary and a treasurer. The different functions can be fulfilled by one person.
- Only natural persons can be appointed as member.
- The board can adopt a go out by rotation. According to this timetable every three year one member will resign. A member resigning according the go out by rotation can be appointed directly again.
- The board membership ends:
- by stepping down according to the timetable;
- at own request by written declination;
- personal bankrupt or suspension of payment or when debt restructuring occurs;
- In case of incapacity;
- in case of the event of death;
- in case of dismissal by the board, because of important reasons.
- The board members do not get any fee for their work. The board can decide till reimbursement of travel- and stay costs to the board members.
- When the board, temporarely, exists of less than three or less than the established number of members, the board stays authorized, being obliged to take care of completion of the board as soon as possible.
Art. 5 – TASKS AND AUTHORIZATIONS OF THE BOARD
- Besides limitations according to the constitution, the board is charged with the government of the Foundation.
- The board is powered to represent the Foundation unless the law decides different. This representation can be done by the president. The board can authorize another member and/or a third person to represent the Foundation within described mandates.
- Yearly the board determines a policy plan and a financial report.
Art 6. BOARD MEETINGS
- Meets at least twice a year. The rules for announcement of a meeting and meeting-location are described in the Rules and Regulations.
- Is NOT entitled to take out a loan.
- Is NOT entitled to spend more money on projects than is available.
- Acts within the frameworks as confirmed in the policy plan, yearly budget and the project budgets.
- Can only take valid decisions, when at least ⅔ of the board members are present or are presented by others by authorization. When on two occasions in a row less than ⅔ of the members are present or presented by authorization, at a legal meeting, the president decides.
- From every meeting minutes will be made, which will be distributed to the members as soon as possible after the meeting.
- Concept minutes will be discussed at the first coming meeting and will be confirmed.
- Admittance to the meeting have members of the board, the director of the Foundation and those people who are allowed by the board members to join.
- A board member can have him/herself represented, during the meeting, by another board member or the director with a written authorization. A board member is allowed to represent maximally one other member at a meeting.
Art. 7 – DECISION MAKING BOARD
- Every board member has one vote. As far as the constitution does not say differently, board decisions are taken in absolute majority of the votes given during the meeting.
- The president decides about the method of voting.
- Outside the meeting board members can take decisions, provided all board members have had the opportunity to vote, and all board members agree with written statement about this way of voting. A decision is only taken when the necessary majority of all board members have in writing voted YES.
Art. 8 – FINANCIAL YEAR AND ANNUAL REPORT
- The financial year is the same as the calender year.
- The board is obliged to keep notes about the financial situation of the Foundation and about all the activities in such a way that always the rights and obligations can be known.
- The board is obliged to make a statement of income and expenditure within six months after the end of the financial year. The statement is prepared by the director and presented to the board before a date, stipulated by the board. Confirmation by the board seeks to discharge of the director.
- The board is obliged to store for 7 years, the in number 2 of this article cited documents and other document carers and also the statement of income and expenditure.
Art. 9 – CHANGE OF CONSTITUTION
- The board is entitled to decide to change the constitution.
- A decision of the board till change of constitution needs a majority of ⅔ of the votes, given at a meeting where all board members (in function) are present or represented. When not all members are present, a second meeting will be announced, not before two weeks and not later than four weeks after the first meeting. In this second meeting, irrespective of the number of board members present or represented, a lawful decision can be made about the proposal, as it was in the last meeting, provided a majority of ⅔ of the votes.
- With the announcement of the meeting during which the change of the constitution will be proposed, a copy of the proposal, with the exact words of the proposed changes, has to be added.
- A change of constitution comes into effect after a notary power has been made. Every board member is entitled to execution of the power of change of constitution.
Art. 10 – DISSOLUTION AND WINDING UP
- The board is entitled to dissolute the Foundation.
- For desolution art. 9-2 counts.
- At the decicion of dissolution also the desination of the winding-up balance will be established.
- After dissolution the winding-up will be performed by the board members.
- A remainder of the winding-up will be distributed by the board.
- After distribution of the remainder the books and documents of the Foundation stay with a person, appointed by the board, as long as the law demands.
- The dissolution is submitted to the statements of Title 1, Book 2 of the Civil Code.