224490 / wjcc

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April 15, 2004

FOUNDATION WITH SUPERVISORY BOARD

Today, the twenty-seventh of August, two thousand and four

there appeared before me, Leendert Franciscus van Loenhoud, civil-law notary of
Noordwijkerhout in the Netherlands:
1. Dr BERNARD COHEN, currently residing at Deutzstraat 9, NL2342 AC in
Oegstgeest in the Netherlands, born in Bloemendaal in the Netherlands on the
first of November nineteen hundred and forty-seven, who identified himself with
a passport, number NF 8875624 issued in Oegsgeest on the sixteenth of March,
two thousand and four, married; and
2. Mrs Tatiana Johanna Maria Augustinus working at the office of Leendert
Franciscus van Loenhoud at 2211 CD Noordwijkerhout, Herenweg 22, born in
Leiden on the thirty-first of December, nineteen hundred and seventy, acting with
a written power of attorney in this matter for:
Prof Dr HAKAN @ GÄBEL, currently residing at Olofwijksgatan 4, 412-55
Göteborg, in Sweden, born in Göteborg in Sweden on the third of May nineteen
hundred and forty, who identified himself with a Swedish passport, number
34695788, issued in Sweden on the seventh of January, two thousand and four,
married
The persons appearing declared that, acting as described above, they wished to set
up a foundation under Dutch law by way of this deed and to establish the following
articles for that foundation:
Name and registered office
Article 1
1. The foundation shall be entitled Stichting International Society for Organ
Donation and Procurement.
2. Its registered office shall be in the municipality of Leiden in the Netherlands.
Objects
Article 2
1. The objects of the foundation shall be as follows:
a. to foster, promote and develop all aspects of organ and tissue donation and
procurement. The ultimate aim is to increase the supply of high quality
organs and tissue to match the need;
b. to provide information, at the international level, both to medical and
paramedical staff and to non-medical target groups regarding the value of
organ and tissue transplants, as well as to address all social and ethical
issues concerning organ and tissue donations.
The foundation shall strive to promote the practice of and study into organ
and tissue donation, as well as the use, storage, maintenance and
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optimization of the distribution of organs and tissues for transplanting
purpose.
The foundation shall disseminate information concerning improvements in
the field of organ and tissue donation and/or transplants in a specific manner
and shall periodically organize symposiums to enable the exchange of
knowledge and experience;
c. possible participants in the foundation shall be those persons who, in the
broadest sense, are active in the field of organ and tissue donation and/or
transplants, as well as those persons who are closely connected with this
field based on their activities;
d. to perform all other actions that are connected to the matters set out above
or may contribute to achieving them.
2. The objects of the foundation can be accomplished by focusing on:
a. societal attitudes and legislative requirements;
b. perfecting the process of donation and procurement;
c. means of expanding the donor pool;
d. measures to minimise donor organ injury;
e. development and facilitation of educational programs;
f. ethical matters related to organ and tissue donation and procurement.
Supporters
Article 3
1. With the exception of the members of the supervisory board, the foundation shall
not have any other individuals beside the board of directors who, whether as
members or under any other name, can exercise any control or influence over
the performance of the foundations activities or its management.
However, the foundation is entitled to attempt to find natural persons or legal
entities who are prepared to agree to make periodical contributions as supporter.
2. Supporters shall be understood to mean those persons that have been admitted
as such by the directors.
The directors are entitled to terminate the status of supporter by giving written
notice.
Supporters are obliged to make annual monetary contributions to the foundation,
the minimum value of which shall be determined by the directors.
Directors: composition and appointment
Article 4
1. The board of directors of the foundation shall consist of at least two members,
their precise number to be determined by the supervisory board.
2. The directors shall be appointed and suspended by the supervisory board. Any
vacancies shall be filled as quickly as possible.
3. The president, secretary and treasurer shall be appointed to those positions. The
positions of secretary and treasurer may be filled by a single person. The
remaining directors may be appointed to the position of president elect or past
president.
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4. The directors shall be appointed by the supervisory board from a binding
nomination of at least two persons for each vacancy, to be put forward by the
board of directors. The supervisory board may relieve a nomination of its binding
character pursuant to a resolution accepted by a majority of at least two thirds of
the votes cast, which must constitute more than half the number of votes that
can be cast in a full meeting of the supervisory board.
The supervisory board shall be free to appoint directors if the nomination is
relieved of its binding character and if in addition the supervisory board was not
notified of the nomination before three months had passed after the position
became vacant.
5. a. The president shall be elected at most twenty-four months and at least
eighteen months prior to the day on which the appointment as president
takes effect. The prospective president shall act as a director during the year
prior to that in which the term as president commences. The president shall
assume the office on the day on which the appointment as president takes
effect in the year in which he is elected as president, and shall fill the position
during the term for which he is elected, on the understanding that he shall
not step down until a successor has been elected and has accepted the
position of director. He will subsequently remain a member of the board of
directors as a past president until twelve months have passed since the end
of the year for which he was elected as president.
b. The other directors shall be appointed for a period of at most three years.
They shall step down according to a schedule to be drawn up by the board of
directors. Any director stepping down in accordance to this schedule may
immediately be re-appointed, without limit. Directors appointed in the interim
shall assume the place in the schedule of the director to whose vacant
position they are appointed.
With due observance of the provisions of item 5(1) of this article, no more
than half the board of directors may rotate each appointment period.
6. In the event of one or more vacancies, the board of directors shall retain its
powers.
7. Only natural persons may be members of the board of directors.
8. The directors shall not receive any consideration for their activities. However,
they are entitled to claim any expenses incurred in connection with the
performance of their duties.
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Board of directors: duty and powers
Article 5
1. The board of directors shall be charged with managing the foundation.
2. The board of directors is not authorized to resolve to conclude any agreements
to acquire, dispose of or encumber registered property, unless such resolutions
are made with the prior written approval of the supervisory board.
3. The board of directors is not authorized to resolve to conclude any agreements
in which the foundation binds itself as security or in shared joint and several
liability, warrants performance by a third party or commits itself as surety for a
debt of a third party, unless such resolutions are made with the prior written
approval of the supervisory board.
4. The supervisory board is authorized to subject other resolutions than those set
out in the items above to its approval. Such other resolutions shall be clearly
described and communicated to the board of directors in writing.
5. Testamentary dispositions shall only be accepted with the benefit of inventory.
Board of directors: meetings
Article 6
1. The meetings of the board of directors shall be held in the location determined in
the notice convening such meetings.
2. Every year, within six months after the end of the financial year, a meeting of the
board of directors shall be convened (the annual meeting), where at least the
balance sheet and the statement of income and expenditure shall be adopted.
3. In addition, meetings shall be held if any of the directors convenes a meeting.
4. Meetings shall be convened by way of a convocation notice at least seven days
in advance, not including either the day on which the notice is sent or the day of
the meeting itself.
5. In addition to stating the location and time of the meeting, convocation notices
shall also list the matters to be discussed.
6. The meetings shall be led by the president, or in his absence by the president
elect, or if both are absent by the past president. If the past president is absent,
the directors attending the meeting shall determine who shall lead the meeting.
Until that has been determined, the meeting shall be led by director who is senior
in age.
7. The secretary shall keep minutes of the meeting. If the secretary is absent, the
minutes secretary shall be appointed by the person leading the meeting. The
minutes shall be approved and signed by the individuals acting as president and
minutes secretary at that meeting. The minutes shall then be filed by the
secretary.
8. Admittance to the meetings of the board of directors shall be granted to the
current directors and to those individuals who have been invited by the board of
directors.
Board of directors: decision-making
Article 7
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1. The board of directors shall only pass resolutions during meetings if the majority
of the current directors are present or represented.
A director may be represented at a meeting by another director after a written
authorization has been given, whose sufficiency is subject to the approval of the
president of the meeting. A director may only act as authorized representative for
one other director.
If the majority of the current directors are not present or represented at a
meeting, a second meeting shall be convened, to be held no sooner than two
and no later than four weeks after the initial meeting. At this second meeting,
regardless of the number of directors present or represented, decisions can be
made concerning the issues on the agenda for the initial meeting. The
convocation for the second meeting shall state that decisions can be made
regardless of the number of directors present or represented, and why.
2. As long as all current directors are present at a meeting, valid resolutions may
be passed about all matters that arise, regardless of whether the prescriptions
for convening and holding meetings as set out in the articles have been
observed.
3. With unanimous votes from all directors, the board of directors may also pass
resolutions outside meetings, provided that all directors have declared their
support for the proposition in writing, whether or not by any means of
telecommunication. The secretary shall make records of resolutions passed in
this fashion, which shall be filed as minutes after having been co-signed by the
president.
4. Each director is entitled to cast one vote.
If these articles do not prescribe a greater majority, board resolutions shall be
passed by an absolute majority of the votes cast.
5. All votes during meetings shall be taken orally, unless one or more directors call
for a written vote. Written votes shall be taken using unsigned, sealed notes.
6. Votes left blank shall be regarded as not having been cast.
7. In the event of any disputes concerning votes, the president of the meeting shall
decide.
Board of directors: working procedures
Article 8
1. The board of directors may call in assistance for the performance of its duties
and may charge the costs of that assistance to the foundation.
2. Such assistance may consist of occasional advice, yet may also be more
permanent in nature. In the latter case, the board of directors is obliged to set
down the applicable agreement in writing.
3. Such assistance may be granted by outsiders, but also by one or more directors,
in view of specific expertise. In the latter case, written records shall be kept of
whether any reimbursements paid qualify as expense payments or whether they
qualify as consideration, and if so to what extent.
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4. The board of directors is especially entitled to acquire intangible assets, such as
know-how, for the foundation and at the foundations expense, even if these
intangible assets originate from a person or individual that does not assist the
foundation as meant in the first item of this article.
5. The board of directors is also authorized to conclude agreements concerning
financing and other matters in order to promote the objects of the foundation.
6. If deemed desirable for the purpose of realizing the objects of the foundation, the
board of directors shall also strive the greatest possible degree of cooperation
with qualifying institutions and entities internationally.
Board of directors: resignation
Article 9
A director shall resign or be deemed to resign his position:
a. if he dies or, if the director is a legal entity, if it is dissolved or ceases to exist;
b. if he loses the ability to exercise free control over his capital;
c. if he steps down, either in accordance with the schedule as meant in article 3 or
otherwise;
d. if he is dismissed by the supervisory board;
e. if he is dismissed pursuant to Section 2:298 of the Netherlands Civil Code;
f. if he is appointed to the supervisory board.
Representation
Article 10
1. The board of directors shall represent the foundation.
2. Power of representation shall be granted to two directors acting in conjunction.
3. Appeals may be made to third parties against any actions that contravene items
2 and 3 of article 5.
4. The board of directors may grant a power of attorney to one or more directors,
as well as to third parties, to represent the foundation within the restrictions of
that power of attorney.
5. The board of directors is entitled to set up a secretariat, and to determine its
powers and domicile.
The board of directors shall determine the payment and other employment
conditions and/or expense reimbursements for the individuals connected to the
secretariat.
6. The board of directors shall choose an executive board from among its
members, comprising at most three persons.
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Supervisory board
Article 11
1. The foundation shall have a supervisory board, consisting of individuals selected
from the circle of supporters. The supervisory board shall monitor the policy of
the board of directors and the general affairs of the foundation, as well as
performing those duties and exercising those powers assigned or awarded to the
supervisory board pursuant to these articles.
2. The members of the supervisory board shall be appointed and dismissed by the
supervisory board. Any vacancies shall be filled as quickly as possible.
3. The supervisory board shall appoint a president and a secretary from among its
members.
4. The board of directors shall provide the supervisory board, in a timely fashion,
with the data necessary for the performance of its duties and the exercising of its
powers, and shall also provide any member of the supervisory board with any
information concerning the foundation’s affairs that the member wishes. The
supervisory board is authorized to inspect all the foundation’s books, documents
and other data carriers, or else have them inspected.
5. The supervisory board may call upon the assistance of one or more experts in
the performance of its task, at the foundation’s expense.
6. A member of the supervisory board shall resign or be deemed to have resigned:
a. if he dies;
b. if he loses the ability to freely control his capital;
c. if he steps down;
d. if he is appointed to the board of directors;
e. if his status as supporter is terminated by the board of directors as a result of
failure to pay his annual commitment to grant the foundation a monetary
contribution as meant in article 3;
f. if he is dismissed by the supervisory board.
A decision to dismiss a member of the supervisory board as meant in this item
may only be made by a meeting of the supervisory board at which all members
are present or represented, with the exception of the member whose dismissal is
at issue.
Combined meetings of the board of directors and the supervisory board
Article 12
1. At least once every two years, the board of directors and the supervisory board
shall convene in a combined meeting to discuss the general matters of the policy
conducted and to be conducted in the future.
2. The board of directors and the supervisory board shall have equal authority to
convene such a combined meeting.
3. The combined meetings shall be chaired by the president of the supervisory
board. If the president of the supervisory board is absent, the directors and
members of the supervisory board who are present shall determine who shall
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chair the meeting. Until that moment, the meeting shall be chaired by the
member of the supervisory board who is senior in age.
Special committees
Article 13
1. The foundation is entitled to set up special committees.
The composition and appointment of the members shall be determined in
separate rules of procedure. The first time, these rules of procedure shall be
drawn up by the board of directors, and subsequently by the board of directors
and the special committees in conjunction.
2. Meetings of the foundation’s board of directors shall preferably be attended by a
representative of the special committees who are not represented in the board of
directors.
3. With the exemption of the advisory committee, to be referred to hereinafter in the
paragraphs 4 and 5 of this article, each special committee shall have at least one
director as a member.
4. The foundation shall have an advisory committee, consisting of individuals
selected from the circle of supporters. The advisory committee shall advise the
board of directors.
5. The advisory committee shall appoint a president and a secretary from among its
members.
Financial year and annual report and accounts
Article 14
1. The foundation’s financial year shall be the same as the calendar year.
2. The board of directors is obliged to keep accounts and records, as well as the
accompanying books, documents and other data carriers, of the foundation’s
financial condition and of everything pertaining to the foundation’s activities, in
accordance with the requirements stemming from these activities, in such a
fashion that the foundation’s rights and obligations can at all times be
ascertained from them.
3. The board of directors is obliged, every year within six months after the end of
the financial year, to compile the foundation’s balance sheet and statement of
income and expenditure, to put these in writing and to adopt them. The balance
sheet and statement of income and expenditure shall require the approval of the
supervisory board. For this purpose, the adopted annual report and accounts
shall be submitted to the supervisory board within one month after the adoption.
The supervisory board may, before granting its approval, instruct the board of
directors to have the balance sheet and statement of income and expenditure
reviewed by a certified accountant (registeraccountant), accounting consultant
(accountant-administratieconsulent) or other expert as meant in Section 2:393 of
the Netherlands Civil Code, to be appointed by the supervisory board. This
expert shall report on his review to the supervisory board and shall set out the
findings of his review in a statement concerning the accuracy of the documents
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referred to in the previous item. He shall submit his report to the board of
directors for their information.
4. The supervisory board is authorized to discharge the directors for their
management, in as much as it is apparent from the adopted annual report and
accounts or has been communicated to the supervisory board in some other
fashion.
5. The board of directors is obliged to keep the books, documents and other data
carriers referred to in the previous item for seven years.
6. The information stored on a data carriers may be transferred to another data
carrier and stored there, with the exception of the balance sheet and statement
of income and expenditure set down in writing, provided that that transfer is
effected with a correct and complete representation of the data, and this data are
available during the full retention period and can be made readable within a
reasonable period of time.
Other aspects of financial management
Article 15
1. With due observance of the matters set out in item 4 of this article, only the
annual proceeds from the foundation’s capital shall be used for the foundation’s
objects, as well as any income received in a particular year, however that
income is designated, that is not intended to be designated as capital.
2. If, in any year, the funds available for realizing the foundation’s objectives are
only used in part for that purpose, the board of directors shall determine whether
and to what extent the balance shall be added to the capital, or else shall be
reserved for future realization of the objectives.
3. The board of directors shall be free to invest and reinvest the foundation’s
capital.
4. The board of directors may only use the foundation’s capital for the purpose of
realizing the foundation’s object pursuant to a resolution that is passed with a
majority of at least two thirds of the current directors.
Rules of procedure
Article 16
1. The board of directors is authorized to adopt rules of procedure for any matters
that, in the opinion of the board of directors, require further rules.
2. The rules of procedure shall not contravene the law or these articles.
3. The board of directors is authorized to amend or terminate the rules of
procedure.
4. The adoption, amendment and termination of the rules of procedure shall be
subject to the provisions of article 17(1).
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Amendments to the articles
Article 17
1. Subject to prior written approval from the supervisory board, the board of
directors is authorized to amend these articles. Any resolution to amend the
articles must be passed by a majority of two thirds of the votes at a meeting at
which all directors are present or represented.
2. Amendments shall be made by notarial deed, on penalty of nullity. Each director
is individually authorized to execute such deeds.
3. The directors are obliged to deposit an authentic copy of the amendment and the
amended articles with the office of the Trade Register.
Dissolution and liquidation
Article 18
1. The board of directors is authorised to dissolve the foundation.
2. The board resolution to dissolve the foundation must be passed with a majority
of two thirds of the votes at a meeting at which all directors are present or
represented.
3. In the event that the board of directors decides to dissolve the foundation, the
allocation of the liquidity surplus shall also be determined. The resolution to
dissolve the foundation and the related allocation of the liquidity surplus shall
require the prior written approval of the supervisory board. In other cases of
dissolution, the allocation of the liquidity surplus shall be determined by the
liquidators.
4. After the foundation has been dissolved, the directors shall liquidate the
foundation, unless other persons have been appointed as liquidators in the
resolution to dissolve the foundation.
5. The balance of the dissolved foundation’s capital remaining after all debts have
been settled shall be allocated by the board of directors to a purpose that
matches the spirit of article 2 as closely as possible.
6. Once the liquidation is complete, the books and documents of the dissolved
foundation shall be held in the possession of a person appointed by the
liquidators for the term stipulated by the law.
7. All other aspects of the liquidation shall be governed by the provisions of Title 1,
Book 2 of the Netherlands Civil Code.
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Transitional provision
Article 19
1. The clauses concerning the supervisory board shall only become effective after a
resolution has been deposited with the Trade Register of the Chamber of
Commerce of the district in which the foundation has its business address,
concerning the installation of a supervisory board, including the appointment of
at least one supervisory board member.
2. The clauses concerning the supervisory board shall no longer be in force after a
resolution has been deposited with the Trade Register of the Chamber of
Commerce of the district in which the foundation has its business address,
concerning the abolishment of the supervisory board.
3. During the period(s) of time that the clauses concerning the supervisory board
shall not be effective, all authorisations of the supervisory board in accordance
with the articles of association, shall accrue to the board of directors.
Final provisions
Article 20
1. All matters for which neither the law nor these articles provide shall be decided
by the board of directors.
2. The phrase “written” in these articles shall be understood to mean any message
transmitted by the usual communication channels evidenced in writing.
Final statements
Finally, the persons appearing[, acting as described above], stated that:
1. the first financial year of the foundation shall end on the thirty-first of December
two thousand and four.
2. at the time of this establishment:
a. the board of directors consists of two directors;
b. the initial directors are as follows, in the positions stated after their names:
1. Professor Dr Nils Gunnar Hakan Gäbel, president
2. Dr Bernard Cohen, treasurer
The persons appearing are known to me, the civil-law notary.
The identities of the persons appearing/parties involved in this deed have been
established by me, the civil-law notary, using documents intended for that purpose.
OF WHICH A DEED WAS DRAWN UP in Noordwijkerhout in the Netherlands, on the
date stated at the beginning of this deed.
After the substance of this deed had been communicated and explained to the
persons appearing, the persons appearing unanimously declared, as had parties
sufficiently in advance of the execution of this deed, that they were aware of the
content of this deed that they agreed to the contents, that they had been informed of
the consequences following from this deed for the parties, and that they did not
require a complete reading of the deed.
This deed was subsequently, after a limited reading, signed by the persons
appearing and finally by myself, the civil-law notary.