Articles of Association
(This is a translation of the official documents in dutch.
11 October 1991
NAME, REGISTERED OFFICE AND DURATION
1. The name of the foundation is: Stichting Nihon Ki-In European Go Cultural Centre. Its registered office is in the municipality of Amstelveen.
2. The foundation has been established for an indefinite period of time.
1. The object of the foundation is:
a. to distribute the Go game within Europe;
b. to promote good relations between Go players in Japan andEurope;
c. to establish and maintain an independent European Go Centre;
d. to create and maintain a fund to support the organization of Go activities in Europe.
e. generally, to operate on a non-profit basis one or more accommodations for practising the Go game on a European level, and, furthermore, to develop social and cultural activities and other activities relating to mental exercise, all this in the widest sense of the word.
2. It will try to reach its object by:
a. operating a European Go Centre;
b. organizing Go activities in the European Go Centre and
elsewhere in Europe, and anything relating to these activities
in the widest sense.
The foundation's equity will be formed by:
– subsidies and donations;
– anything the foundation may acquire through testamentary disposition, legacies, gifts, or in any other manner;
– anything the foundation acquires by operating the building which has been put at its disposal.
1. The foundation will be managed by a Board consisting of at least five members.
2. Whenever a vacancy occurs with the Board, the remaining members of the Board will make provisions during the next following meeting to fill such vacancy within three months, with due observance of the following provisions of paragraph 3.
3. The Board requires the prior approval of the Supervisory Board for the appointment of a member of the Board. If the Board has not received any relevant notification from the Supervisory Board within one month after particulars concerning the prospective member have been stated in writing, approval will be considered to have been obtained, and the member concerned will take up his duties.
4. The members of the board may be reappointed.
5. The members of the Board will retire according to an order of retirement drawn up by the Board, with due observance of a
term of office of at most four years; members of the Board who have been appointed to fill interim vacancies will take the place of their predecessors according to the order of retirement.
6. In case of vacancies, the remaining members of the Board will continue to form a lawful Board
7. The members of the Board are entitled to compensation of any expenses in fairness incurred in connection with their function. Otherwise, members of the Board as such will not receive any remuneration.
1. The Board will elect the chairman, the secretary and the treasurer from its number.
2. The Board may delegate powers to a manager of the building of the Foundation. Such delegation will be laid down in a warrant of attorney.
Membership of the Board will end as a consequence of retirement, death, adjudication of bankruptcy, filing a petition for an official moratorium, the placing under guardianship, and dismissal by the court.
1. The Board is authorized to enter into agreements for the purchase, alienation or encumbrance or registered property, and is authorized to enter into agreements in respect of which the foundation binds itself as a guarantor or several joint debtor, binds itself in support of a third party or by
providing security for the debt of a third party, with the proviso that the relative resolution will be passed unanimously in a meeting at which all the members of the Board are present or represented by a person authorized in writing.
The chairman and the secretary of the Board will be charged with the execution of resolutions passed by the Board. They will jointly represent the foundation in and out of court.
In the event of the chairman or the secretary being absent or prevented, the foundation will be represented by the chairman or the secretary and an other member of the Board. In the event of the chairman and the secretary both being absent or prevented, the foundation will be represented by two other members of the Board or, if only one other member of the Board is in office, by this member of the Board.
MEETINGS OF THE BOARD.
1. Meetings of the Board will be held whenever deemed necessary by the chairman or the person acting on his behalf, or by at least two members of the Board.
2. The meetings of the Board will be convened by the secretary. The secretary will draw up the minutes of the proceedings of the meeting and the resolutions passed, which minutes will be signed by him and the chairman. In the event of the secretary acting as chairman, the minutes will be drawn up by the treasurer. Each member of the Board is entitled to a copy of the minutes to be handed out by the secretary and to be signed by the
3. The members of the Board are entitled to have themselves represented at the meeting by a person authorized thereto in writing.
1. The Board is authorized to pass resolutions both during meetings and without meetings being held. In the last-mentioned case, all the members of the Board are required to cast their votes by ballot.
2. Unless these articles of association provide otherwise, resolutions will be passed by an absolute majority of the votes cast.
3. Votes will be cast orally, unless a member of the Board requires votes to be cast by ballot. The casting of votes by acclamation is permitted, provided that none of the members of the Board is opposed to this.
4. If no majority is obtained in case of votes being cast on persons, a second vote will be taken. In case no majority is obtained after a second vote, an interim vote will decide between which persons a vote will be taken. In the event of an interim vote or a second vote resulting in
an equality of votes, lots will be drawn to decide.
5. If a proposal concerns matters, it will be considered to be rejected in case of an equality or votes.
The Board may decide to appoint members of the Supervisory Board and, if possible, other persons outside the Supervisory Board to be advisors, who, with the exception of the voting right, will be entitled to the same rights as members of the Board. If a person has been appointed manager, he will take part in the meetings of the Board.
1. The foundation will be supervised by a Supervisory Board, which will advise the Board whenever deemed necessary by the Supervisory Board.
2. The Supervisory Board will consist of at least five and at most seven members, of which at most two persons on behalf of the European Go Federation; at most three persons on behalf of the national Go associations in Europe, of which two persons in accordance with an
appointment system to be developed by the European Go Federation, and one person on behalf of the Dutch Go Association; one person on behalf of the Japanese Chamber of Commerce and Industries in Amsterdam; one person on behalf of the Japanese Embassy.
3. In cases in which the Board of the foundation submits to the judgement of the Supervisory Board any dispute arising in consequence of a particular subject, the Supervisory Board will act as a Board of Binding Advisors, all this further to be laid down in the by-laws of the foundation.
4. Any decision by the Supervisory Board as referred to in paragraph 3 of this article, will be binding upon the Board.
5. Meetings of the Supervisory Board will be held at least once a year, in a manner further to be determined by it.
The task of the Supervisory Board will be:
1. To supervise the observance of the object of the foundation.
2. To manage the fund to be established, as referred to in article 2.
3. To judge members of the Board appointed by the Board.
4. To evaluate the amendment of the articles of association intended by the Board.
5. The Supervisory Board is authorized to discharge a member of the Board from his duties, if continuation of the performance of the function of the person concerned is considered not to be in the interest of the foundation. Discharge of a member of the Board can only take place after
the Board and the person concerned have been consulted with respect to the intended discharge.
Financial year and annual documents.
1. The financial year of the foundation coincides with the calendar year.,
2. The accounting records of the foundation will be closed at the end of every financial year. On the basis of these records, the treasurer will compile a balance sheet and a profit and loss account for the past financial year, which annual documents, accompanied by a registered accountant's report or accountants/accounting consultant's report, will be submitted to the Board within six months after the end of the financial year.
3. The annual documents will be confirmed by the Board.
4. The Board is under the obligation to keep the documents referred to in the preceding paragraphs in its custody for at least ten years.
1. The Board is authorized to lay down regulations in which those subjects are regulated which are not included in the
articles of association.
2. The regulations may not be contrary to the provisions of the law or the present articles of association.
3. The Board is at all times authorized to amend or nullify the regulations.
4. The laying down, amendment and nullification of the regulations will be subject to the provisions of article 16 paragraph 1.
AMENDMENT OF ARTICLES OF ASSOCIATION.
1. The Board is authorized to amend the articles of association. A resolution to amend the articles of association may only be
passed unanimously in a meeting at which all the members of the Board are present or represented by a person authorized in
writing. The Board requires the prior approval of the Supervisory Board for the amendment of the articles of association. If the Board
has not received any relevant notification from the Supervisory Board within one month after particulars concerning the proposed amendment of articles of association have been stated in writing, approval will be considered to have been conferred.
2. Amendment shall take place on penalty of nullity by notarial deed. The members of the Board are under the obligation to deposit
an authentic copy of the deed of amendment, as well as the amended articles of association, at the office of the public register of foundations, kept by the Chamber of Commerce and Industries in Amsterdam.
1. The Board is authorized to dissolve the foundation. Any relative resolution will be subject to the provisions of
article 13 of the present articles of association with respect to a resolution to amend the articles of association.
2. Furthermore, the foundation will be dissolved:
– in consequence of insolvency after adjudication of bankruptcy, or in consequence of discharge from bankruptcy on
account of the condition of the property;
-in consequence of a decision of the court in the cases referred to in the provisions of the law.
1. The foundation will be liquidated by the Board.
2. The foundation will remain in existence after its dissolution, if and in so far as this is required with respect
3. During the liquidation the provisions of the articles of association will remain in force as much as possible.
4. The Board will determine for what purpose the remaining property of the foundation, after payment of all debts, will
be used, with the proviso that the balance shall be used for a purpose which is as close as possible to the object of the
The Board will decide in all cases not provided for in these articles of association.