Articles of association.
Preamble.
- In nineteen hundred and thirteen the legal predecessor of the Vereniging Trustfonds Erasmus Universiteit Rotterdam (TEU) (‘the ETF‘) has been formed with the purpose of supporting the Erasmus University Rotterdam and its predecessor (‘EUR‘) organisationally and financially. The ETF has built up considerable assets in its one hundred years of existence.
- By virtue of Book 2 Article 18 of the Dutch Civil Code the assets and income derived therefrom that belong to ‘Stichting Hoogeschool-Fonds 1920’ at the time of its conversion from a foundation into an association ‘Vereniging R. Mees & Zoenen Fonds 1920’ (the ‘R. Mees & Zoenen Fund 1920’) on the sixth day of October two thousand and five may only be used in accordance with the objects of the foundation before the conversion, unless the court gives permission otherwise.
The objects of the R. Mees & Zoenen Fund 1920 – at the time of the conversion into an association, and the following merger with ETF as per the eleventh day of November two thousand and five – included without any restriction: ‘to enhance the growth of the Erasmus University Rotterdam’, so that the use of the assets and the income thereof belonging to the R. Mees & Zoenen Fund 1920 are in line with the objects of the foundation as described in Article 3.1. and therefore the permission of the court is not required.
- In two thousand and fourteen the board of the ETF developed an action plan in proper consultation with its supervisory board and in agreement with the members of the ETF, the rector magnificus, and the executive board of EUR and the counsellors of its faculties to continue the activities of the ETF regarding, inter alia, the fundraising as a professional endowment fund for the further growth and development of the EUR as a recognised, international university institution in the city of Rotterdam and in cooperation with the business sector.
- In drawing up this plan it was decided to separate the activities of the ETF for the benefit of its members from fundraising, managing and payment of the return on assets for the benefit of projects identified by the ETF.
- The new structure of the ETF is to achieved through a legal demerger as described in Book 2 Article 334a sections 1 and 3 of the Dutch Civil Code, whereby the ETF will form a new association for the purpose of – in particular – the member activities, after which the EFT will itself be converted in a foundation, whereupon it has been decided that both legal entities shall use similar trade names.
- The said conversion of the ETF into a foundation shall be effected by this deed.
CHAPTER I. DEFINITIONS.
Article 1. Definitions.
1.1. In these articles of association, the following expressions shall have the following meanings
a. the ‘board‘: the board of the foundation;
b. the ‘EUR‘: the Erasmus University Rotterdam;
c. the ‘annual accounts‘: balance sheet and a profit and loss account of the foundation for the financial year;
d. ‘in writing‘: by letter or e-mail, or by any other means of communication, provided that the sender shall be identified with the necessary level of certainty;
e. ‘foundation‘: Stichting Erasmus Trustfonds (SET), the deed of formation of which is amended and set out in this deed.
f. ‘association‘: Vereniging Erasmus Trustfonds (VET), with registered office in Rotterdam, the Netherlands, registered at the Dutch Trade Register under number 67027881.
1.2. References to articles refer to the articles of this deed of formation, unless the contrary is shown.
1.3. lnsofar as this is the clear intention of this deed of formation, words shall be deemed to apply to both female and male genders, and words shown in the singular shall have the same meaning when used in the plural.
CHAPTER II. NAME, REGISTERED OFFICE AND OBJECTS.
Article 1. Name.
The foundation’s name is Stichting Erasmus Trustfonds (SET).
Article 2. Registered office.
The foundation is registered in the municipality of Rotterdam, the Netherlands.
Article 3. Objects.
3.1. The object of the foundation is to enhance the growth of EUR.
3.2. The foundation aims to achieve this object by acquiring, managing, and investing money and assets which shall be provided as grants, guarantees, loans or in ether risk-bearing forms, for the benefit, inter alia, of:
a. research and education at the EUR and its affiliated institutions and endowed chairs;
b. facilities, libraries and scientific collections of the EUR;
c. the development and accessibility of software in the area of information technology for the benefit of research and education at the EUR;
d. financing specific activities and projects of the EUR and its affiliated institutions;
e. financing specific activities and projects which contribute to the objects of the foundation;
f. facilities for students and of student organisations that are connected to or werk to support the foundation;
g. students, alumni, doctoral students, and all these who are connected to EUR as professor, employee, or otherwise, by providing, for example, scholarships, payment of advances, stipends and funding of study trips, study and education at universities abroad and its affiliated institutions, all the above to be interpreted in the widest sense of the words, together with all ether means of achieving the objects of the foundation.
3.3. The foundation is authorised to take over the board or the management of the assets of a legal entity of which the objects also contribute to the object as prescribed in paragraph 1, in accordance with the articles of association of that legal entity and at request of that legal entity.
3.4. The foundation is authorised to create ether named funds.
3.5. The foundation shall endeavour to effect a close cooperation with and to provide financial and ether support to the association.
3.6. The foundation endorses the codes of conduct which are in line with its tasks. The foundation shall indicate in its annual report which codes of conduct it applies and will hold itself accountable for compliance with the codes of conduct and properly justify any aspects of non-compliance, where relevant.
CHAPTER III. CAPITAL.
Article 4. Capital.
4.1. The capital of the foundation shall be formed by:
a. grants and donations;
b. gifts, legacies and testamentary dispositions;
c. sponsorship funds;
d. other lawful sources of income.
Testamentary disposition may only be accepted on the basis of conditional acceptance.
4.2. The foundation does not aim to make a profit.
4.3. The foundation shall endeavour to enhance the growth of the available assets, to manage these assets responsibly and to invest and to apply these effectively and in a socially-responsible manner.
4.4. The assets as referred to in point 2 of the Preamble, which originate from the R. Mees & Zoenen Fonds 1920, shall be administrated separately under the name of R. Mees & Zoenen Fonds 1920.
CHAPTER IV. BOARD.
Article 5. Board. Composition. Appointment.
5.1. The board of the foundation shall consist of a minimum of five (5) members and a maximum of seven (7) members. The supervisory board shall determine the number of board members within these upper and lower limits. Only natural persons can be directors.
5.2. The composition of the board shall be balanced and diverse, in terms of the independence, backgrounds and experience of the members as well as in all other respects, such as gender and age.
The board will be appointed on the basis of stipulations concerning expertise and experience in subjects that require special attention given the objects and the means of the foundation.
5.3. Subject to the provisions of sections 2 and 5, board members shall be
appointed by the supervisory board for a period of three (3) years. 5.4. Persons who have a close family or personal relationship with other members of the board or supervisory board can not become a member of the board.
5.5. The supervisory board shall appoint a chairman, a vice-chairman, a secretary and treasurer -or a single secretary-treasurer -from among its members. The functions of vice-chairman and treasurer may be taken by one persen.
5.6. Expenses made by board members in the performance of their duties can be reimbursed by the foundation. They shall not be remunerated for their activities.
5.7. Each member of the board shall inform the supervisory board of their relevant (additional) functions. The acceptance or continuation of a paid or unpaid relevant additional function which could be incompatible with the interests of the organisation requires the approval of the supervisory board. Membership of the board of the association is not considered incompatible with the membership of the board of the foundation.
Article 6. Board. Termination. Termination by rotation. Suspension.
6.1. Any member of the management board, even one appointed for a fixed term, may at any time be suspended or dismissed by the supervisory board. A suspension of a board member may not last longer than three months in the aggregate. lf at the end of that period no decision has been taken on termination of the suspension, or on dismissal, the suspension shall be lifted.
6.2. Each board member shall retire no later than three (3) years after his appointment, in accordance with a rotation plan. The retiring member is eligible for re-election for two further periods.
In exceptional circumstances, including the need to guarantee continuity, it is permissible to extend a term of appointment temporarily.
6.3. Even if the board does not have the minimum number of members, it may nevertheless exercise any of its powers, with the proviso that
vacancies shall be filled as soon as possible.
6.4. Membership of the board is furthermore terminated by:
a. voluntarily retirement;
b. death;
c. dismissal pursuant to Book 2 Article 298 of the Dutch Civil Code;
d. appointment to the supervisory board.
Article 7. Board. Resolutions.
7.1. Meetings of the board shall be held whenever its chairman, or at least two other board members, or the chairman of the supervisory board convene a meeting, but not less than four times a year.
7.2. Board meetings shall be cal led by the chairman of the board, or at least two other board members, or by the chairman of the supervisory board. The calling of a meeting shall require written notice of not less than seven days, specifying the topics to be dealt with. lf the notice has not been given in writing, or if the topic to be dealt with has not been specified in the notice, or if the meeting is called at a term shorter than seven days, the board may nevertheless pass valid resolutions, provided that all board members are present or represented at the meeting and none of them objects to the passing of such resolution.
7.3. Board meetings shall be held in the Netherlands, at the place determined by the persen who cal Is the meeting.
7.4. The executive board of the Erasmus University Rotterdam can be given the opportunity to let one member attend the management board meeting. This member shall act in a consultative capacity.
7.5. lf the board wishes the rector magnificus to be present at the meeting he can also be invited. He shall act in a consultative capacity.
7.6. The board members as well as the persons as referred to in sections 4 and 5 and these who are admitted to a meeting by the board members present, shall be entitled to attend the meeting. A member of the board may be represented at a meeting by another board member authorised by him in writing for that purpose. A board member may not represent more than one ether board member at the meeting.
7.7. Each board member shall have one vete. Unless this deed of formation provides otherwise, all resolutions shall be passed by an absolute majority of the vetes cast. Blank vetes, invalid vetes and abstentions shall not be counted as vetes. lf the vetes are equally divided in the case of an election of persons, Iets shall be drawn to decide who is elected; if the re is a tie of vetes on any another issue, the proposal will be deemed to have been rejected.
7.8. All vetes shall be taken orally. The chairman shall, however, be entitled to decide that a vete is to be taken by ballet. For an election of persons, each persen present at the meeting and entitled to vete shall be entitled to demand a vete by ballet. Voting by ballet shall take place by means of unsigned ballet papers.
7.9. The meetings shall be presided over by the chairman of the board; in his absence the meeting shall be presided over by the vice-chairman of the board. In his absence the board members present at the meeting shall elect one of their number to be the chairman. Until that time, the longest-serving member (or if several people qualify under this head because they joined the board at the same time, the eldest board member present) shall act as chairman.
7.10. The business transacted at a meeting shall be recorded in minutes by a persen designated for that purpose by the chairman of the meeting. The minutes shall be adopted either at that meeting or at the next and shall, as evidence thereof, be signed by the chairman and the persen who takes the minutes.
7.11. The board may also pass resolutions, in writing or by ether means, in a manner ether than at a meeting, provided that all persons entitled to attend meetings have given their approval for that manner of decisionmaking. A report shall be drawn up by the chairman of the board or a board member designated by the chairman with respect to a resolution adopted outside a meeting otherwise than in writing, to be signed by the chairman and the persen who takes the minutes of that meeting, together with one of the ether board members. Resolutions are carried in writing by means of written statements of the board members holding office.
Article 8. Board. Duties. Representation.
8.1. Subject to the restrictions set out in this deed of formation, the board is responsible for the management of the foundation.
8.2. Subject to the approval of the supervisory board, the board shall be authorised to enter into agreements to purchase, sell or encumber registered property and to enter into agreements whereby the foundation binds itself as surety or joint and several co-debtor or guarantees or secures the debts of a third party, as well as to represent the foundation in such transactions. The absence of the approval of the supervisory board can also be relied on against third parties.
8.3. Board regulations shall be drawn up, setting out how tasks, responsibilities and powers are to be allocated and how the board will werk collectively. These regulations are subject to the approval of the supervisory board.
These regulations also include an arrangement for the resolving of conflicts with the association, which shall specify that mediation is to be used to resolve disputes.
8.4. The board shall obtain the approval of the supervisory board for decisions with respect to any of the following matters:
a. the drawing up and amendment of a strategie policy for a year or a series of years;
b. the drawing up and amendment of the budget(s), including du ring the course of a year;
c. adopting the annual accounts and explanatory notes;
d. the amendment of this deed of formation or dissolution of the foundation or the filing of a petition for bankruptcy or a moratorium;
e. policies regarding fundraising and investment and managing assets of the foundation;
f. policies regarding providing financial support and making grants, the manner in which financial support and grants made by the foundation are monitored, and the termination of multiannual financial support and grants;
g. long-term cooperation and/or merger with and/or acquisition of other institutions;
h. setting up committees pursuant to the provisions of article 14 and establishing regulations regarding such committees;
i. appointing a director of the organisation of the foundation and ‘administrative’ secretary;
j. the mandating of certain board tasks and granting representative authority to the director of the foundation;
k. any resolution that the supervisory board has determined shall require approval, provided the board has been so notified, with a precise written description of such resolution.
The lack of approval referred to in this section 4 does not affect the authority of the board or its members to represent the foundation.
8.5. Subject to the provisions of the preceding sections, the foundation shall be represented by:
a. the board;
b. two members of the board acting jointly, one of whom in any case is the chairman, the vice-chairman, the secretary or the treasurer.
8.6. In the event of a conflict of interest between the foundation and one of more members of the board, the foundation shall be represented by the members of the board with whom the re is no conflict of interest, with the proviso that a persen with whom there is a conflict of interest is not competent, and can not be authorised, to represent the foundation in the matters in question.
8.7. A ‘conflict of interest’ is deemed to exist, for example, in the performance of any juridical act measurable in money between the foundation and:
a. members of the board and/or employees of the foundation;
b. persons who have a close family or close personal relationship with persons as referred to in subparagraph a.
c. legal entities of which the persons as referred to in subsections a and b are board members, members of a supervisory body, or shareholders.
CHAPTER V. SUPERVISORY BOARD.
Article 9. Supervisory board. Appointment and retirement.
9.1. The foundation has a supervisory board which shall consist of a minimum of five (5) and a maximum of seven (7) natural persons, who are knowledgeable about, and have an affinity with, the objects, activities and the organisation of the foundation.
9.2. The supervisory board shall determine the number of its members within the limits of the provisions of section 1. An incomplete supervisory board shall retain all of its powers.
9.3. Persons who have a close family or close personal relationship with other members of the board or supervisory board can not become a member of the supervisory board.
9.4. The supervisory board shall appoint a chairman and a vice-chairman from among its members.
9.5. Appointments to the supervisory board will be made on the basis of stipulations concerning expertise and experience in subjects that require the special attention of the supervisory board given the objects and the means of the foundation. Special focus shall be given to diversity, independence, experience and a balanced composition of the supervisory board. This shall be reflected in a profile of the most desirable composition of the supervisory board as drawn up from time to time. This profile shall be sent to the association, posted on the website of the foundation and included in the explanatory notes to the annual accounts.
9.6. The members of the supervisory board shall be appointed and dismissed by the supervisory board. Two members of the supervisory board shall be appointed on a binding nomination of the association, unless the association has not made use of this option. When drawing up the binding nomination, the association must take into account the profile as referred to in section 5 of this article.
9.7. A resolution to appoint a member of the supervisory board requires a two-thirds majority of the votes cast at a meeting in which all of the members are present or represented.
A resolution to dismiss a member requires a two-thirds majority of the votes cast at a meeting in which all of the members are present or represented, except for the member whose dismissal is the subject of the resolution.
9.8. Each supervisory board member shall retire no later than three (3) years after his appointment, in accordance with a rotation plan. The retiring member is eligible for re-election for two further periods. In exceptional circumstances, including the need to guarantee continuity, it is permissible to extend a term of appointment temporarily.
9.9. Membership is also terminated by voluntarily retirement and death.
9.10. Expenses made by supervisory board members in the performance of their duties can be reimbursed by the foundation. They shall not be remunerated for their activities.
9.11. Each member of the supervisory board shall inform the other members of the supervisory board of their relevant additional functions. The acceptance or continuation of a paid or unpaid relevant additional function which could be incompatible with the interests of the organisation requires the approval of the supervisory board.
Article 10. Supervisory board. Supervision and power.
10.1. The supervisory board is responsible for determining the policy of the foundation and to supervise the policy of the board and the general management of the foundation.
In performing their duties the supervisory board members shall act in accordance with the interests of the foundation.
10.2. The supervisory board advises the management board. The management board will provide the supervisory board with the information required for the performance of its duties. The management board shall proactively inform the supervisory board of the outlines of the financial situation and activities of the foundation, and any other matters about which the supervisory board requires information. The supervisory board has authority to inspect the books and records of the foundation.
10.3. In performing its duties the supervisory board may be assisted by experts, the cost of which will be met by the foundation.
Article 11. Supervisory Board. Resolutions.
11.1. The provisions of Article 7 shall apply by analogy to meetings of the supervisory board.
11.2. Meetings of the supervisory board will be attended by the management board and the administrative secretary of the foundation, unless the supervisory board decides to meet without the management board and/or the administrative secretary.
CHAPTER VI. INDEMNITV AND COMPENSATION.
Article 12. lndemnity and compensation.
A persen who is or was involved with a pending or completed civil, crimina! or administrative proceedings in court or otherwise, due to the fact that he is a member of the supervisory board, board member or authorised representative of the foundation, can be reimbursed by the foundation for all reasonable costs, including fees for legal representation, judgments, fines and financial settlements, that he has actually had to bear in such proceedings, to be set out in more detail in a regulation to be subject to the approval from the supervisory board.
CHAPTER VII. ANNUAL ACCOUNTS.
Article 13. Financial year, annual reports and accounts.
13.1. The management board shall keep records pertaining to the financial position and the activities of the foundation, in conformity with the requirements ensuing from the activities of the foundation. The board shall keep these records, as well as the books, documents and other data carriers belonging thereto, in such a way that the foundation’s rights and obligations can be ascertained therefrom at all times.
13.2. The management board shall draw up an annual balance sheet and a profit and loss account of the foundation each within five months following the end of the relevant financial year. These accounts are subject to the approval of the supervisory board and shall be signed by all members of the board; if the signature of one of more of them is lacking, this shall be stated and reasons given. lf this has not been done within the stipulated period, the supervisory board can demand that the board members comply with the said obligation. When the supervisory board approves the annual accounts drawn up by the management board, the supervisory board shall also decide separately on granting discharge to the management board.
13.3. The supervisory board – or in the absence of such a board or its failure to do take such step, the management board – shall appoint an accountant to audit the annual accounts together with the explanatory notes. The engagement can be assigned to an organisation in which chartered accountants work together.
The chartered accountant shall report to the supervisory board and the management board on the result of his examination.
13.4. The management board is obliged to keep the books, documents and other data carriers referred to in sections 1 and 2 for a period of seven years, without prejudice to the provisions in section 5.
13.5. The data kept on data carriers, with the exception of the printed balance sheet and profit and loss account, can be transferred for safekeeping to other data carriers, provided that the transfer involves an exact and complete reproduction of the relevant data and provided that the data are available at all times during the entire term in which the data must be preserved and that the data can be made legible within a reasonable period of time.
13.6. The annual accounts with the explanatory notes shall be posted on the website of the foundation, within six months of the end of the financial year.
13.7. Each year the management board must inform the general meeting of members of the association of the annual accounts with the explanatory notes and account to them for the activities of the foundation over the past financial year.
CHAPTER VIII. COMMITTEES AND RIGHT OF INQUIRY.
Article 14. Committees.
14.1. The foundation consists of at least three permanent advisory committees: one in the field of fundraising, one in the field of investing and managing the foundations assets, and one so-called ‘scientific & disbursement’ advisory committee. The management board is authorised to set up more committees. The management board shall draft regulations for the tasks and procedures of the committees.
14.2. Regulations as referred to in section 1 shall include provisions on the activities of the committee concerned, the manner of appointment and retirement of its members, and the reporting to the management board. The regulations may not affect the management board’s own responsibility and authority to make decisions in respect of the areas referred to in section 1.
14.3. The management board may dissolve a committee that it has established and amend the regulations that it has drawn up that govern any such committee.
Article 15. Right of inquiry.
15.1. Provided that the assets managed by the foundation do not exceed forty million euros (EUR 40,000,000), the association is authorised to request the Enterprises Division of the Amsterdam Court of Appeal to carry out an inquiry as referred to in Book 2 Article 345 of the Dutch Civil Code.
15.2. The association’s management board is authorised to apply for a request as referred to in section 1, provided that this is decided by the gene ral membership meeting in accordance with the provisions of the deed of formation of the association.
CHAPTER IX. AMENDMENT OF THE DEED OF FORMATION AND DISSOLUTION.
Article 16. Amendment of the deed of formation.
16.1. The management board is authorised to amend this deed of formation with prior written approval of the supervisory board. A resolution by the board to amend the deed of formation shall require a two-thirds majority of the votes cast at a meeting in which all of the members are present or represented.
lf all of the members are not present or represented at a meeting in which a resolution to amend the deed of formation is to be discussed, a second meeting shall be convened to be held no earlier than two weeks and no later than four weeks after the first meeting. This second meeting may, irrespective of the number of board members present or represented, pass a va lid resolution with respect to the proposal presented for discussion at the first meeting, provided that the board does so with a two-thirds majority of the vetes cast.
16.2. lf the amendment of the deed of formation provides for an amendment of any power of the association, or an amendment of the objects, the board is only authorised to amend this deed of formation with the prior written approval of the general meeting of members of the association.
16.3. A resolution to amend the deed of formation shall become effective only after a notarial deed thereof has been drawn up. Each individual board member shall be authorised to execute such deed.
Article 17. Dissolution and liquidation.
17.1. The management board shall be authorised to dissolve the foundation.
Article 16 sections 1 and 2 shall apply by analogy to a board resolution to dissolve the foundation.
17.2. The liquidation shall be effected by the board members under the supervision of the supervisory board.
17.3. The balance remaining after payment of debts shall be paid to a public benefit organisation the objects of which are in accordance with the objects of the foundation.
17.4. After completion of the liquidation, the books and records of the dissolved foundation shall remain in the custody of the persen designated by the liquidators for that purpose for the period prescribed by law.
17.5. In addition, the provisions of Title 1, Book 2 of the Civil Code shall apply to the liquidation.
Article 18. Final provision.
In all cases which are not provided for by law, this deed of formation or the regulations of the foundation do not provide, the management board will decide in consultation with the supervisory board.