Articles, 20181206

KOPIE

PA/2016.000220.01/ML

Office translation of a deed of amendment to the articles of association. In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation, and if so, the Dutch version, which will be executed and deposited at the Commercial Register, will prevail.

In this translation, Dutch legal concepts are expressed in English terms and not in their original Dutch terms. The concepts concerned may not be identical to concepts described by the English terms as such terms may be understood under the laws of other jurisdictions.

The persons appearing declared that they hereby form an association, which will be governed by the following:

Article 1.
Definition of terms.

In this charter, the following terms have the following meanings:

• Association:
  the legal entity to which these articles of association relates;
• General Meeting:
  the body of the Association that is formed by the members of theAssociation who are entitled to vote;
• In Writing:
  by letter, by telecopy, by e-mail or by message which is transmitted via any other current means of communication and which can be received electronically or in the written form, provided that the identity of the sender can be sufficiently established;
• Management Board:
  the management board of the Association.

Article 2.
Name.
The name of the Association is: Reflexology in Europe Nexus.

Article 3.
Registered office.
The Association has its registered office in the Municipality of Amsterdam.

Article 4.
Objects.

1. The objects of the Association are encouraging the exchange of experiences and ideas among members in the field of reflexology.
2. The Association aims to achieve its objects by, inter alia providing information andeducation to its members and by organizing conferences..
3. The objective of the Association is not to gain profits.

Article 5.
Members.

1. The Association’s members can be any person who has reached the age oftwenty-one years, and legal entities.
2. The Management Board must keep a register containing the names andaddresses of all the members.

Article 6.
Prospective members/patrons.

1. Prospective members are persons who participate in the Association’s activitiesbut who have not yet reached the age of twenty-one years.
2. Patrons are those who have declared themselves willing to support the Associationfinancially with a minimum contribution to be determined by the General Meeting.
3. Prospective members and patrons will not have any rights and obligations otherthan those granted to and imposed on them under or pursuant to this charter.

Article 7. 

1. The Management Board decides about the admission of members, prospective members and patrons.
2. If a person is not admitted as a member, the General Meeting may as yet resolve to admit this person.

Article 8.
Termination of membership.

1. Membership of the Associations ends:
   • on a member’s death;
   • on termination by the member;
   • on termination by the Association. This may occur if a member ceases to meetthe requirements of membership as laid down in the charter, if he fails to fulfil his obligations towards the Association and also if it cannot in all reasonableness be required of the Association that it continue the membership;
   • on disqualification. Disqualification from membership may only be pronounced if a member acts contrary to the Association’s charter, standing orders or resolutions, or treats the Association unreasonably.
2. Termination by the Association is effected by the Management Board.
3. The membership may only be terminated by the member or the Association takingeffect from the end of a financial year and subject to four weeks’ notice. The membership may, however, be terminated in all cases taking effect from the end of the financial year following the financial year in which the termination took place. Furthermore the membership may be terminated with immediate effect if the Association or the member can not be required in reason to allow the membership to continue.
4. Termination contrary to the provisions of the preceding paragraph will end the membership on the earliest permitted date following the date with effect from which the membership was terminated.
5. A member may terminate his membership with immediate effect within one month of having been informed of a resolution to convert the Association into another legal form or to merge or divide the Association within the meaning of Title 7, Book 2 of the Dutch Civil Code (Burgerlijk Wetboek).
6. A member may also terminate his membership with immediate effect within one month of having become aware or having been informed of a resolution limiting his rights or increasing his obligations towards the Association. The resolution will in that case not apply to him.A member is not authorized to exclude a resolution applicable to him, which entailsa change to his financial rights and obligations, by terminating his membership.
7. Disqualification from membership is effected by the Management Board.
8. In the event of a resolution that the membership be terminated by the Associationon the grounds that a member has failed to fulfil his obligations towards the Association and also that it cannot in all reasonableness be required of the Association that it continue the membership and in the event of a resolution to disqualify the member, the person involved will be entitled to appeal to the General Meeting within one month of having been informed of the resolution. He must to that end be informed of the resolution as soon as possible In Writing, stating reasons. During the appeal period and pending the appeal, the member will be suspended, with the proviso, however, that the suspended member will have the right to account for his actions at the General Meeting at which the appeal referred to in this paragraph is heard.
9. If the membership ends in the course of a financial year, the annual contribution will nevertheless still be payable in full.

Article 9.
Cancellation of the rights and obligations of prospective members and patrons.

1. The rights and obligations of prospective members and patrons may be cancelledat any time by termination, with the proviso that the annual contribution for thecurrent financial year will still be payable in full.
2. Termination by the Association is effected by the Management Board.

Article 10.
Annual contributions. Obligations.

1. The members, prospective members and patrons will be obliged to pay an annualcontribution, to be determined by the General Meeting. They may be placed incategories for this purpose, with each category paying a different contribution.
2. In special cases, the Management Board will be authorized to grant full or partialdischarge from the obligation to pay a contribution.
3. Subject to the General Meeting’s permission, the Management Board will beauthorized to attach obligations to the membership.

Article 11.
Rights of prospective members and patrons.
In addition to the other rights granted to prospective members and patrons under or pursuant to this charter, they will have no extra rights within the Association. 

Article 12.
Management Board.

1. The Management Board consists of a number to be determined by the General Meeting of three or more persons who must be appointed by the General Meeting. Members of the Management Board are appointed from among the members of the Association, subject to the provisions of paragraph 2 of this article.
2. The General Meeting may resolve that one member of the Management Board may be appointed from outside the members.
3. Members of the Management Board are appointed from a binding list of one or more candidates, subject to the provisions of paragraph 4 of this article. Candidates may be nominated by the Management Board as well as by five or more members. The Management Board’s list of candidates must be made known in the notice convening the meeting. A nomination by five or more members must be submitted to the Management Board In Writing prior to commencement of the meeting.
4. The binding nature of any nomination may be removed pursuant to a resolution of the General Meeting passed by at least two-thirds of the votes cast at a meeting at which at least two-thirds of the members are represented.
5. If no nominations are presented or if the General Meeting resolves, in accordancewith the preceding paragraph, to remove the binding nature of the prepared list of candidates, the General Meeting will be free to choose the members of the Management Board.
6. If there is more than one binding nomination, one of these candidates must be appointed.

Article 13.
Termination of membership of the Management Board. Retirement by rotation. Suspension.

1. Any member of the Management Board, also if he has been appointed for adefinite period of time, may be dismissed or suspended by the General Meeting at any time. A suspension that is not followed by a resolution to dismiss within three months will end by the expiry of this period.
2. Every member of the Management Board must retire, no later than five years after his appointment, by rotation in accordance with a schedule to be prepared by the Management Board. A retiring member of the Management Board is unlimited eligible for reappointment; a person appointed to fill an interim vacancy will take hispredecessor’s place in the schedule.
3. Membership of the Management Board will also end:
   1. on termination of the Association’s membership of a member of theManagement Board appointed from among the members;
   2. on retirement from the Management Board.

Article 14.
Positions on the Management Board. Resolutions by the Management Board.

1. The Management Board (with the exception of the first Management Board, whose members are appointed to an office) will appoint a chairman, secretary and treasurer from their number. The Management Board may appoint a replacement for each of them from their number. A member of the Management Board may hold more than one position.
2. Minutes must be taken of the proceedings at each meeting by the secretary and adopted and signed by the chairman and secretary.
3. Instead of at a meeting, resolutions of the Management Board may also be passedIn Writing, provided they are passed unanimously by all the members of theManagement Board.
4. Further rules concerning the meetings of and passing of resolutions by theManagement Board may be laid down in standing orders.

Article 15.
Duties of the Management Board. Representation.

1. Subject to the restrictions of the charter, the Management Board will beresponsible for the management of the Association.
2. If the number of members of the Management Board falls below three, theManagement Board will still be competent. The Management Board will, however, be obliged to convene a General Meeting as soon as possible at which the filling of the vacancy or vacancies must be discussed.
3. The Management Board will be authorized to have certain parts of its duties performed under its responsibility by committees appointed by the Management Board.
4. Provided it has the General Meeting’s approval, the Management Board will be authorized to decide to conclude agreements to acquire, dispose of and encumber property subject to registration and to conclude agreements in which the Association binds itself as surety or joint and several debtor, warrants performance by a third party or provides security for a debt of a third party and it will be authorized to represent the Association in these acts. The absence of this approval of the General Meeting can be invoked against third parties.
5. The General Meeting will be authorized to subject resolutions of the Management Board to its approval. The Management Board must be informed of these resolutions In Writing, with a clear description.
6. Without prejudice to the provisions of paragraph 4 of this article, the Association is represented by the Management Board. The chairman or two other members of the Management Board are also authorized to represent the Association.
7. A remuneration can be granted to the Management Board members. Expenses will be reimbursed to the Management Board members on production of the necessary proof.

Article 16.
Report of the Management Board. Report.

1. The Association’s financial year coincides with the calendar year.
2. The Management Board will be obliged to keep records of the Association’sfinancial position and of everything concerning the Association’s activities, in accordance with the requirements arising from these activities, and to keep the books, documents and other data carriers in such a way that the Association’s rights and obligations can be known from them at any time.
3. Within six months of the end of the financial year, except where this period has been extended to a maximum of five months by the General Meeting, the Management Board must present a report of the Management Board at a General Meeting on the course of events within the Association and the policy pursued. It must submit a hard copy of the balance sheet and the statement of income and expenditure, with explanatory notes, to the General Meeting for approval. These documents must be signed by all the members of the Management Board; if any of their signatures is lacking, the reasons for this omission must be stated. After expiry of the period, any of the members of the Management Board may claim fulfilment of these obligations at law.
4. Each year the General Meeting will appoint a financial committee from among the members, consisting of at least two persons who may not be on the Management Board. The financial committee must audit the documents referred to in the second sentence of paragraph 3 of this article and must report its findings to the General Meeting. The Management Board will be obliged to provide the financial committee, for the purposes of its audit, with all the information it requests, to show it the Association’s cash funds and assets if required, and to make the Association’s books, documents and other data carriers available to it for reference.
5. If the audit of the report requires specific accounting knowledge, the financial committee may be assisted by an expert.
6. The financial committee’s mandate may be withdrawn at any time by the General Meeting, but only by appointing another financial committee.
7. The Management Board will be obliged to keep the books, documents and other data carriers referred to in paragraphs 2 and 3 of this article for a period of seven years, without prejudice to the provisions of paragraph 8 of this article.
8. The data placed on a data carrier, with the exception of the balance sheet and statement of income and expenditure recorded on paper, may be transferred to and stored on another data carrier, provided that this transfer involves a correct and full recording of the data and these data are available during the entire time they are stored and can be made legible within a reasonable period of time.

Article 17.
General Meetings.

1. In the Association, all powers which are not vested in the Management Boardpursuant to the law or this charter are vested in the General Meeting.
2. A General Meeting – the annual meeting – must be held annually within no morethan six months of the end of the financial year. The following matters must be included on the agenda of the annual meeting:
   1. the report of the Management Board and the report referred to in Article 16,with the findings of the committee referred to in that article;
   2. the appointment of the committee referred to in Article 16 for the followingfinancial year;
   3. the filling of any vacancies;
   4. any motions of the Management Board or the members, made known in the notice convening the meeting.
3. Other General Meetings are convened as often as considered desirable by the Management Board or when it is obliged to do so pursuant to the law or this charter.
4. The Management Board will also be obliged to convene a General Meeting within no more than four weeks of a request having been made to this effect In Writing by at least such a number of members as is authorized to cast at least one tenth of the votes. If the request is not acceded to within fourteen days, those requesting the meeting may convene it themselves by means of a notice in accordance with Article 21 or by placing an advertisement in at least one well-read newspaper in the location where the Association has its business address, with due observance of the period for convening the meeting referred to in Article 21. Those requesting the meeting may then place persons other than members of the Management Board in charge of the meeting and charge them with taking the minutes.

Article 18.
Access and right to vote.

1. All the members of the Association, any member of the Management Board who isnot a member of the Association, all prospective members and all patrons have access to the General Meeting. Suspended members will not have access, subject to the provisions of paragraph 8 of Article 8, nor will suspended members of the Management Board.
2. The General Meeting decides on the admission of persons other than those referred to in paragraph 1 of this article.
3. Every member of the Association who has not been suspended will have the right to cast one vote. A member of the Management Board who is not a member of the Association will have an advisory role.
4. A member may vote by proxy, given to another member.
5. If the Management Board has opened the option in the notice to a General Meeting, the members will be authorised to exercise their voting rights by means of an electronic means of communication, provided (i) the conditions for the use of that means of communication like the connection, the security and the like have been made public in the notice to the meeting, (ii) the member is able to be identified, (iii) the member is able to acquaint himself of the discussions at the meeting and (iv) if this option has been opened, the member is able to participate in the discussions.
6. If the Management Board has opened the option In Writing, votes can be cast electronically in a period not earlier then thirty days prior to the General Meeting, at an e-mail address designated for that purpose. These votes shall have equal effect as votes cast in a General Meeting.

Article 19.
Chairmanship. Minutes.

1. General Meetings are chaired by the chairman of the Association or his deputy. Ifthe chairman and his deputy are absent, one of the other members of the Management Board, to be appointed by the Management Board, will act as chairman. If it also not possible to appoint a chairman in this manner, the meeting will appoint its own chairman. Until that time the temporary chairman will be the oldest person present at the meeting.
2. Minutes must be taken of the proceedings at each meeting by the secretary or another person to be appointed for this purpose by the chairman and the minutes must be adopted and signed by the chairman and secretary. Those convening the meeting may have a record drawn up of the proceedings. The contents of the minutes or of the record must be made known to the members.

Article 20.
Passing resolutions at the General Meeting

1. The decision pronounced by the chairman at the General Meeting on the outcome of a vote will be decisive. The same applies to the contents of a resolution which has been passed, in so far as voting was on a motion which had not been set out In Writing.
2. If, however, the correctness of the chairman’s opinion is challenged immediately after it has been pronounced, a new vote must be taken if the majority of the meeting or, if the original vote was not taken by roll-call or ballot, a person present and entitled to vote so desires. This new vote will nullify the original vote.
3. In so far as not provided otherwise in this charter or by law, all resolutions of the General Meeting must be passed by an absolute majority of the votes cast.
4. Blank votes and invalid votes are considered as not having been cast.
5. If an absolute majority is not obtained in a vote on persons, a second vote will betaken or, in the event of a binding nomination, a second vote between the nominated candidates. If an absolute majority is again not obtained, repeated votes will be taken until either one person has obtained an absolute majority or a vote is taken between two persons and there is a tie. With regard to the aforementioned repeated voting (which does not include the second vote), the vote will be between all the persons voted for in the preceding vote, except for the person obtaining the fewest votes. If in the preceding vote the fewest votes were obtained by more than one person, lots must be drawn to decide which of them can no longer be voted for. In the event that a vote between two persons is tied, lots will be drawn to decide which of them has been elected.
6. In the event of a tie, the motion will have been rejected, subject to the provisions of paragraph 5 of this article.
7. All voting must be by voice. However, the chairman may determine that the votes must be cast by ballot. With regard to a vote on persons, a person who is present and entitled to vote may also require that the votes be cast by ballot. In the case of votes cast by ballot, the ballots must be sealed and unsigned. Resolutions may be passed by acclamation, unless a person entitled to vote requires a vote by roll call.
8. A unanimous resolution of all the members, even if not together at a meeting, will have the same force as a resolution of the General Meeting, provided that it is passed with the prior knowledge of the Management Board. This applies also for resolutions to amend the articles of association of to dissolve the Association.
9. As long as all the members are present or represented at a General Meeting,resolutions may be passed on all matters coming up for discussion – therefore also a motion to amend the charter or to dissolve – provided they are passed unanimously, even if the meeting has not been convened in the prescribed manner or any other provisions for convening and holding meetings or related formalities have not been observed.

Article 21.
Convening General Meetings.

1. General Meetings are convened by the Management Board, without prejudice tothe provisions of Article 17 paragraph 4. Meetings are convened by notice sent In Writing to the addresses (including email addresses) of the members as listed in the membership register referred to in Article 5. The period for convening the meeting must be at least seven days.If a member consents thereto In Writing, a notice to a meeting may be sent electronically by means of a readable and reproducible message at the address which has been made known by him In Writing for that purpose to the Association.
2. The notice convening the meeting must state the subjects to be discussed, without prejudice to the provisions of Articles 22 and 23.

Article 22.
Amendment to the articles of association.

1. Without prejudice to the provisions of paragraphs 8 and 9 of article 20 noamendments may be made to the charter of the Association other than pursuant to a resolution of a General Meeting, which must be convened by means of a notice specifying that amendments to the charter will be proposed at that meeting.
2. Those persons who have convened a General Meeting for the discussion of a motion to amend the charter must make a copy of this motion, in which the proposed amendment is set out verbatim, available for inspection by the members in an appropriate place from at least five days before the meeting until the end of the day on which the meeting is held.
3. A resolution to amend the charter requires at least two-thirds of the votes cast at ameeting at which at least two-thirds of the members are present or represented. If less than two-thirds of the members are present or represented, a second meeting must be convened and held within four weeks of the first meeting, at which a resolution may be passed on the motion which was put forward at the first meeting irrespective of the number of members present or represented, provided the resolution is passed by a majority of at least two-thirds of the votes cast.
4. An amendment to the charter will not come into force until a notarial deed of it has been drawn up. Any member of the Management Board is authorized to have such a deed executed.

Article 23.
Dissolution.

1. The Association may be dissolved pursuant to a resolution by the GeneralMeeting. The provisions of paragraphs 1 and 3 of Article 22 apply mutatismutandis.
2. Following dissolution of the Association, its assets will be liquidated by theManagement Board. The Management Board may resolve to appoint otherpersons as liquidators.
3. A positive liquidation balance will be transferred to the persons who were memberswhen the resolution to dissolve was passed. Each of them will receive an equal share. In the resolution to dissolve, however, the positive liquidation balance may be applied for a different designation.
4. Following the liquidation, the books, documents and other data carriers of the dissolved Association will remain in the custody of the person designated for this purpose by the liquidators for the period prescribed by law.
5. In all other respects, the provisions of Title 1, Book 2 of the Civil Code will apply to the liquidation.

Article 24.
Standing orders.

1. The General Meeting may draw up standing orders.
2. The standing orders may not be in conflict with the law, which also applies if thereare no mandatory rules of law, or with the charter of the Association.

Article 25.
Transitional provision.

The Association’s first financial year ends on the thirty-first of December of the current calendar year. This article is to be deleted as soon as the first financial year ends. Finally, the persons appearing declared that, in implementation of the provisions of Article 12 paragraph 1 and Article 14 paragraph 1, the first Management Board will consist of five members and the following persons are hereby appointed as the first members of the Management Board:

1. Eduardo Pereira Marques Luis, residing Rua Da Vergen n.30, Bloc A 6-N9000-705 S. Martino, Madeira (Portugal), born in Madeira (Portugal) on the nineteenth of July nineteen seventy six, holder of the Portuguese nationality, not married and not registered as a partner, as chairman;
2. Esther Johanna Frieda Thierens, aforementioned, as secretary;
3. Anna Kaspers, aforementioned, as treasurer;
4. Ronald Hubert Simon Grave, residing Allee du Bouloir 19, 27140 Gisors(France), born in Lille (France) on the twenty seventh of July nineteen forty eight, holder of the French nationality, not married and not registered as a partner, as vice-president.