NAME, SEAT AND DURATION
Article 1
1. The foundation, being a Foundation Private Fund, shall be named: FOUNDATION
2. It has been founded and is domiciled in Curaçao
3. The foundation has been established for an unlimited period of time.
PURPOSE
Article 2
1. The foundation has for its objective the management of a capital, set aside and earmarked for the benefit of the natural persons and legal entities, to be designated in detail through separate bylaws, as well as to make distributions therefrom to said natural persons and legal entities and to their rightful descendants.
2. The foundation is not authorized to gain profits by running a business as referred to in the National Ordinance on Foundations.
FINANCIAL MEANS AND PROTECTION OF ASSETS
Article 3
1. The foundation shall endeavour to attain its objective by the following means:
a. to acquire, possess and manage assets
b. to invest its means in securities, such as shares of stock and other certificates of participation
and bonds, as well as in other interest bearing instruments of debt, by any name and in any
form whatsoever
3. The foundation is authorized in view of the protection of its assets, to transfer all or part
thereof, revocably or irrevocably in trust in accordance with any Anglo American legal
system, or else to transfer fiduciary property rights thereof to one or more trustees or trusted
persons, who may be natural persons, legal entities or corporations, to the effect that those
assets shall be held in trust by the trustees or trusted persons for the benefit of the foundation,
its creditors or other persons, who with the consent of the managing board have been
designated for that purpose by the managing board of the foundation, one thing and the other
subject to the terms and conditions by which the trust relationship or the fiduciary property
rights are governed.
ASSETS
Article 4
The assets of the foundation shall consist of:
the amount, set aside and earmarked by the founder for the attainment of its objective;
donations, inheritances and legacies;
all other acquisitions and means of revenues
MANAGEMENT
Article 5
1. At the time of its inception the management of the foundation shall consist of one Boardmember. to wit: “T.W.M. Trust N.V.”, established in Curaçao, to be referred to hereinafter as “the founder”.
After the resignation of “T.W.M. Trust N.V.” as member of the managing board, the managing board may consist of one or more members. The number of boardmembers shall be determined by the officiating boardmembers.
2 a. As long as the founder shall be the officiating chairman of the managing board of the foundation, he shall be authorized to appoint coboardmembers and to revoke or amend such appointments.
b. the founder as well as his succeeding chairmen, are authorized at all times to appoint their successors to the post, who will assume the function if and when the chairman is no longer willing or able to perform in that capacity and as soon as the successor shall have accepted such appointment. The chairman is at all times authorized to revoke or amend such appointments.
3 . In the event the board should consist of more than one member after the resignation of the founder, the co boardmembers then officiating shall appoint the boardmembers not being the succeeding chairman and the succeeding chairman, if he should not have been appointed in that capacity by the officiating chairman, or else if the succeeding chairman is not willing or able to accept the post.
4. In the event at any time all boardmemers should be absent and furthermore if the remaining boardmembers should fail to provide for the vacant positions in the prescribed manner and procedure within a reasonable time after one or more vacancies has/have arisen, the appointment, shall be effected in accordance with the law, pertaining to foundations devoid of management
Article 6
1. In all instances, whenever a vacancy should not have been provided for within three
months after same arose, the willing boardmember or any other interested party, may request the Court of First Instance with territorial jurisdiction in Curaçao, to appoint a boardmember.
2. The boardmember appointed by the Court of First Instance with territorial jurisdiction in Curaçao, pursuant to the aforegoing paragraph, shall be retired by operation of the law, at the time the vacancy shall be provided for in accordance with the provision of article 5.
RETIREMENT OF A BOARDMEMBER
Article 7
1. A Boardmember shall cease to be a Boardmember:
a. in the event of his decease
b. by voluntary resignation
c. through his bankruptcy, or if he applies for a suspension of payments by moratorium, if he
is placed under curatorship or should lose control of his assets in any other way.
d. as far as the boardmember appointed by the Court of First Instance is concerned, in the event
as referred to in article 6, paragraph 2
Article 8
1. Valid resolutions may be adopted at board meetings, which may be convened either within or outside of the Netherlands Antilles.
2. No valid resolutions may be adopted, unless at least the majority of the boardmembers, including the founder, is present or represented, and provided that all the boardmembers have been notified of the meeting with due observance of the procedure prescribed hereinafter, with the exception, however, that valid resolutions may nevertheless be adopted, even if the provisions concerning the convocation of a boardmeeting have not been observed, provided they are adopted unanimously during a meeting at which all the boardmembers are present or represented, without detriment to the provision as stated in paragraph 7 of this article. A Boardmember may be represented at a meeting by a written proxy issued to a co boardmember, proved to the satisfaction of the chairman of the meeting as being sufficient.
3. The Board shall appoint a Secretary, whether or not from among its members, in the event more than one member has been appointed to the board. The meetings of the Board shall be presided over by the chairman of the board, who is authorized, however, to designate another member of the board in said capacity. In case of absence of the chairman of the board, the boardmeetings shall be presided over by the boardmember who has seniority of age, who is authorized, however, to designate another boardmember to chair the meeting.
The secretary of the board, if so appointed, shall record the proceedings at the meeting. In the absence of the secretary of the board, the chairman of the meeting shall designate a secretary who shall take the minutes of the meeting, if the board consists of more than one member.
4. Resolutions of the Board are validly adopted by an absolute majority of the votes cast, unless
otherwise provided by these articles. In the event of a tie vote at a boardmeeting, the chairman of the meeting shall have the decisory vote.
5. Boardmeetings are held, whenever at least two boardmembers or the chairman so require(s). The meeting is called by the Boardmember(s) who require(s) the meeting, either by letter, or by telex, telecopier or e mail, addressed to the other boardmembers.The convening notice shall state the time and place of the meeting, as well as the subjects to be dealt with at the meeting. The meeting shall be called with due observance of a period of notice of at least five (5) days, not including the date of the convening notice, nor the date of the meeting.
6. The minutes of a meeting are confirmed and adopted, which shall be evidenced by the signature of the chairman and/or the secretary of the meeting concerned, or else they shall be adopted by a subsequent meeting, which shall then be evidenced by the signature of the chairman and/or the secretary of the subsequent meeting.
7. Valid resolutions may also be alternatively adopted by the board outside of a meeting, provided they are adopted in writing by letter, telex, telecopier or e mail and all the boardmembers have unanimously expressed themselves in favour of the proposal. The written records, evidencing the resolutions thus adopted, shall be kept with the records of the minutes.
REPRESENTATION
Article 9
The foundation is represented at court and otherwise by the managing board. In the event the board consists of more than one member, the foundation may also be represented towards third parties by two boardmembers, acting jointly.
FINANCIAL YEAR, BALANCE SHEET AND STATEMENT OF ASSETS AND LIABILITIES
Article 10
1. The financial year of the foundation coincides with the calendar year. The first financial year closes on the thirty first day of December of two thousand.
2. The board is obliged to maintain such bookkeeping concerning the financial position of the foundation, that its assets and liabilities may at all times be apparent therefrom.
3. Within six months after the close of the financial year the managing board shall annually draw up a balance sheet and a statement of assets and liabilities of the foundation.
4. Adoption and confirmation of these annual accounts by the managing board shall acquit and discharge the treasurer from all liability concerning the management conducted by him during the financial year which those accounts are related to.
5. The managing board is under obligation to keep the documentation referred to in the previous paragraphs in its custody for a period of ten years.
INTERNAL RULES AND REGULATIONS
Article 11
1. The board is authorized to establish internal rules and regulations, concerning such matters as are not contained within these articles.
2. The rules and regulations may not be in violation of the law or these articles.
3. The Board is at all times authorized to revoke or amend the rules and regulations.
4. The establishment, amendment or cancellation of the rules and regulations, are subject to the provision of article 12, paragraph 1.
AMENDMENT OF THESE ARTICLES
Article 12
1. The board is authorized to amend these articles. A valid resolution to that effect may only be adopted unanimously in a meeting at which all the boardmembers of a fully constituted managing board are present or represented.
2 The amendment must be effectuated by notarial deed on pain of being null and void.
TRANSFER OF THE SEAT OF THE FOUNDATION
Article 13
1. The Board of the foundation has the authority, in so far as permitted by the Act of the Kingdom concerning a Voluntary Transfer of the Seat of Legal Entities, to empower one or more persons to proceed to having a notarial deed passed in view of an amendment of these articles, in order to have the statutory seat of the foundation transferred to another part of the Kingdom of The Netherlands, as well as to insert into these articles such other amendments as are permitted by aforementioned Act of the Kingdom and to appoint one or more persons as members of the board. The board may at all times revoke such appointment, with due observance of the statutory provisions of aforementioned Act of the Kingdom.
2. By virtue of a resolution of the managing board, the foundation has the authority under the National Ordinance on the Transfer of the Seat of Legal Entities to Third Countries, to transfer its seat to another state and to be converted by operation of the law into a legal entity in accordance with the laws of that other state.
DISSOLUTION AND LIQUIDATION
Article 14
1. The managing board has the authority to dissolve the foundation. The resolution to that effect is subject to article 12, paragraph 1.
2. The foundation shall continue to exist after its dissolution as long as necessary for the liquidation of its assets.
3. The liquidation shall be effected by the Board.
4. During the process of liquidation the provisions as contained in these articles will remain in force to the extent possible.
5. A surplus balance if any of the dissolved foundation shall be distributed in accordance with the objective of the foundation, to the extent possible.
6. After the liquidation has been completed, the books and ledgers and other documentation of the foundation shall remain in the custody of the youngest liquidator for a period of thirty (30) years.
FINAL PROVISIONS
Article 16
1 . In all matters not provided for in these articles or in the law, the managing board shall be competent to decide.