FOUNDATION OF AN ASSOCIATION

AND A FOUNDATION

 

- A. Considerations

In 2003, a group of chess collectors, chess bibliographers and chess historians set up an international organization under the name 'Ken Whyld Association (KWA)', hereafter called 'KWA'. At that time, they did not submit their statutes to a notary. The KWA has among its goals:
- To promote the contacts and the cooperation between the groups mentioned above, as well as with public entities that develop activities with regard to chess literature, chess bibliography and chess history;
- to create a universal database of chess literature by electronic means; and also
to support the creation of publications in the aforementioned domains and to offer the possibility to public chess collections to further manage and broaden the scope of their collections; 

The KWA has witnessed a growth which was not expected at its creation and now numbers more than 180 members spread out over different countries in the entire world.
During the first ten (10) years of its existence, the KWA has increasingly begun to develop activities related to the achievement of its aims, including annual meetings (alternating in Europe and the United States), the organization of (in) formal regional meetings in various European countries, setting up book exchange fairs, the publication of a quarterly newsletter, a web site and supporting the publications with regard to the aforementioned domains.
In this context there arose the almost obvious and self-evident need to engage with third parties or to make promises to third parties, which, due to the lack of a legal incorporation of the KWA became the responsibility of the members who acted in name of the KWA. While this is a far from desirable situation, the increase in the number and scope of future activities will make this even less desirable. Added to this one has to keep in mind that the parties with whom the KWA hopes to be able to cooperate in the near future , such as large libraries, research institutions, subsidy bodies and sponsors work under the assumption that the KWA is a legally incorporated body that can also realize the responsibilities that are bestowed on it from a legal point of view.
This will also strengthen the credibility of the KWA in the chess world. Another aspect of the growth towards the current membership numbers entails that the KWA is no longer an informal association, and that its large number of members spread over the whole world make it not very practical to hold an annual membership meeting to decide on various issues. Therefore, the KWA board has proposed to its members the following:
- that besides the Association there be created a Foundation, whereby the Foundation strives to accomplish the statutory goals of the KWA and the ensuing activities, while the goal of the Association is to support the Foundation in these aims;
- to obtain legal incorporation for both the Association and the Foundation in a country that is best suited for these goals because of its legal structure; and
- to give the Association a statutory structure for consulting the members is a way that closely tracks with the current practice within the KWA. The members have agreed with this proposal.

- German translation of the "Considerations":

  Überlegungen

Im Jahre 2003 hat eine Gruppe von Schachsammlern, Schachbibliografen und Schachhistorikern eine internationale Organisation mit dem Namen ‘Ken Whyld Association (KWA)ʼ gegründet, hiernach als ‘KWAʼ bezeichnet. Seinerzeit hat sie ihre Satzung nicht bei einem Notar eingereicht. Zu den Zielen der KWA gehören: - Die Kontakte und die Kooperation zwischen den oben genannten Gruppen sowie mit solchen öffentlichen Einrichtungen zu fördern, die Aktivitäten hinsichtlich Schachliteratur, Schachbibliografie und Schachgeschichte entwickeln; - eine universelle Datenbank der Schachliteratur mit elektronischen Hilfsmitteln zu schaffen; sowie - die Erstellung von Publikationen in den vorgenannten Bereichen zu unterstützen und öffentlichen Schachsammlungen die Möglichkeit zu bieten, den Umfang ihrer Sammlungen weiter zu verwalten und auszubauen. Die KWA hat einen Zuwachs erlebt, der bei ihrer Gründung nicht erwartet worden war, sie zählt derzeit mehr als 180 Mitglieder, die über verschiedene Länder weltweit verstreut sind. In den ersten zehn (10) Jahren ihres Bestehens hat die KWA zunehmend damit begonnen, Aktivitäten zum Erreichen ihrer Ziele zu entfalten, dazu gehören jährliche Treffen (abwechselnd in Europa und den Vereinigten Staaten), die Organisation von (in)formellen regionalen Treffen in verschiedenen europäischen Ländern, das Arrangieren von Bücher-Tauschmärkten, die Publikation eines vierteljährlichen Newsletters, eine Website und die Unterstützung von Veröffentlichungen, was die oben genannten Bereiche betrifft. In diesem Zusammenhang ergab sich die nahezu offensichtliche und selbstverständliche Notwendigkeit, sich mit Dritten einzulassen bzw. Zusagen an Dritte zu geben, für die – da eine rechtsgültige Eintragung der KWA fehlte – die im Namen der KWA handelnden Mitglieder die Haftung übernahmen. Während dies eine alles andere als wünschenswerte Situation darstellt, wird die Steigerung der Zahl und des Umfangs künftiger Aktivitäten dies noch weniger wünschenswert erscheinen lassen. Überdies ist zu berücksichtigen, dass die Parteien, mit denen die KWA hofft, in naher Zukunft kooperieren zu können, wie große Bibliotheken, Forschungsinstitute, FördermittelGremien und Sponsoren, davon ausgehen, dass die KWA eine rechtmäßig etablierte Körperschaft ist, die auch der Verantwortung gerecht werden kann, die ihr aus juristischer Sicht übertragen wurde. Dies wird auch die Glaubwürdigkeit der KWA in der Schachwelt stärken. Ein anderer Aspekt der wachsenden aktuellen Mitgliederzahlen impliziert, dass die KWA nicht länger eine informelle Vereinigung ist, und dass die große Zahl ihrer über die ganze Welt verteilten Mitglieder es nicht sehr praktikabel macht, ein jährliches Mitgliedertreffen abzuhalten, um über diverse Fragen zu entscheiden. Daher hat der KWA-Vorstand seinen Mitgliedern Folgendes vorgeschlagen: - dass neben der Vereinigung eine Stiftung gegründet wird, wobei die Stiftung bestrebt ist, die satzungsgemäßen Ziele der KWA und die sich ergebenden Aktivitäten zu verwirklichen, während das Ziel der Vereinigung darin besteht, die Stiftung in diesen Zielen zu unterstützen [Im Deutschen existiert der zusammenfassende Begriff „Stiftungsverein“ – R.B.]; - die rechtsgültige Eintragung sowohl für die Vereinigung wie für die Stiftung in einem Land zu erhalten, das aufgrund seiner gesetzlichen Struktur für diese Ziele am besten geeignet erscheint; und - um der Vereinigung eine satzungsgemäße Struktur zu verleihen, die es ermöglicht, die Mitglieder in einer Weise zu beteiligen, die sich an die aktuell geübte Praxis innerhalb der KWA eng anlehnt. Die Mitglieder haben diesem Vorschlag zugestimmt.

 

- B. Articles of the Association:

This @
day of December two thousand and thirteen, before me, Pierre Jean François Marie Le Cat LL.M. civil law notary in Amsterdam, came:
Mr. Robert van de Velde MSc. born in Hilversum on the twenty-sixth day of March nineteen hundred and thirty-seven, identifying with his passport, number NV37P4PH1, issued in Amsterdam on the twenty-seventh day of January two thousand and eleven, living at 1015 CE Amsterdam, Keizersgracht 73-E, married in community of goods to Mrs. Winifred Joske Marjan de Vries MSc.
acting as attorney of:
- Mr. Guy Van Habberney, born in Antwerp, Belgium
on February 27, 1954@
living in Boechout, Belgium, Binnensteenweg 240/A07
(un)married;
- Mr. Dr. Michael Negele, born in @
on @
living in Wuppertal, Germany, @
(un)married.

 

 

Name

Article 1
The Association bears the name: Vereniging Ken Whyld Association

Seat
Article 2
The Association has its seat in the municipality of Amsterdam, the Netherlands.

Object
Article 3

1. The object of the Association is:
strengthening contacts and cooperation between collectors of chess literature, chess historians, -authors, -journalists and researchers as well as institutions dealing with chess literature and chess (history).
2. The worldwide support of the documentation of chess literature and chess history;
3. In order to guarantee its optimal functioning, the Association confers upon the Ken Whyld Foundation the day to day business of the Association, while respecting and maintaining the competences that befall to the Association according to these articles.
4. The Association may not distribute any profit among its members.
5. The Association may stipulate rights in behalf of the members. It may claim observance of stipulated rights towards and compensations of a member, unless the member opposes this.

Members, honorary members and contributors
Article 4

1. The Association will have members, honorary members and contributors. Whenever there is mention in these articles of members, this refers to regular members as well as honorary members.
2. Members of the Association will be those who will have applied for membership by letter to the Board and who will have been admitted as members by the Board.
3. Honorary members are those who are appointed by the General Assembly either because of their extraordinary achievements for the Association or in the context of the objectives of the Association.
4. Contributors of the Association will be those who are not members of the Association but who will have expressed their willingness to support the Association. Contributors will have no other rights and obligations than those imposed on them and granted to them in or by virtue of the articles.
5. The Board will keep a register containing the names and (electronic) addresses of all members and contributors.

Admittance
Article 5

1. The Board will decide with respect to the admittance of members and contributors. Applications shall be directed to the Chairman of the Board.
2. Honorary members will be appointed by the board upon proposal by the council of representatives.
3. In case of non-admittance as a member, the council of representatives may as yet adopt a resolution for admittance.

End of membership
Article 6

1. Membership will end:
    a. as a result of the death of the member;
    b. as a result of giving notice of termination by the member;
    c. as a result of giving notice of termination by the Association;
    d. as a result of expulsion.
2. Notice of termination of the membership may only be given towards the end of a financial year and with due observance of a period of notice of four weeks; this period will not be subject to the General Extension of Time-Limits Act. Membership may in any case be terminated by notice of termination given towards the end of the financial year following the year in which notice of termination is given, or with immediate effect, in case it cannot reasonably be asked to allow the membership to continue.
3. Any notice of termination contrary to the provisions in the preceding paragraph, will result in termination of membership at the earliest possible moment following the date at which notice of termination was given.
4. A member may terminate his membership with immediate effect within one month:
- after he will have become conversant with or notified of a decision as a result of which his rights have been restricted or his obligations have been increased; the decision will then not be applicable to him. However, a member may not terminate his membership with immediate effect in case of a change in financial rights and obligations.
- after he will have been notified of a decision to convert the Association into another legal form, with the aim of a merger or a splitting-up.
5. The Association may terminate the membership in case a member will have ceased to fulfill the membership requirements laid down in the articles, in case he does not observe his obligations towards the Association and also in case the Association cannot reasonably be asked to allow the membership to continue. Notice of termination will be given by the Board.
6. A member may only be expulsed in case he acts contrary to the articles, the rules or resolutions of the Association or will prejudice the Association in an unreasonable manner. That member will be expulsed by the Board.
7. The person concerned may appeal a decision for termination of membership by the Association on the ground that the Association cannot reasonably be asked to allow the membership to continue and a resolution for expulsion as a member by the council of representatives within one month after receipt of the notification of the decision. For this purpose, he will be notified in writing of the decision with additional statement of the reasons as soon as possible. During the appeal period and pending the appeal, the member will be suspended.
8. In case membership will end in the course of a financial year, the annual contribution will continue to be due in full.

End of the rights and obligations of contributors
Article 7

1. The rights and obligations of contributors may at any time be terminated mutually by giving notice of termination, except that the annual contribution for the current financial year will continue to be due in full.
2. Notice of termination on behalf of the Association will be given by the Board.

Obligations
Article 8

1. Members and contributors will be under the obligation to pay an annual contribution to be proposed by the board and which will be determined by the council of representatives. For this purpose they may be divided into categories, which pay different contributions.
2. In special cases, the Board will be competent to grant members full or partial exemption from the obligation for payment of a contribution.

Board
Article 9

1. The Association will be managed by a Board consisting of three (3) and maximum five (5) natural persons, called Board members. The Board will be appointed by the members. The Board members will be appointed by the council of representatives on recommendation of the Board, taking into account the personal union that needs to exist between the Board and the Board of the Ken Whyld Foundation. Upon recommendation of the Board, the council of representatives will determine the number of members of the Board.
2. In case the number of Board members at any time drops below the fixed minimum, the Board members still in office will nevertheless continue to form a lawful Board. The Board shall then convene a meeting of the council of representatives as soon as possible where the filling of the vacancy (vacancies) will be considered.
3. The Board will elect a chairman, a deputy chairman and a treasurer from its number. It may designate a deputy for each of them from its number.

 

End of Board position
Article 10

1. A Board member may at any time be dismissed or suspended by the council of representatives notwithstanding the fact he has been appointed for a fixed duration. A suspension which is not followed by a dismissal within three months will be voided as a result of expiry of said period.
2. A Board member will resign at the latest three (3) years after having been appointed in accordance with a roster of resignation to be drawn up by the Board.
3. A resigning Board member can be re-appointed for one consecutive term of three (3) years. Any person appointed to an interim vacancy will take the place of his predecessor in the roster.
4. The position of Board member will furthermore end as a result of death, as a result of resignation or dismissal, and as far as a Board member appointed by the members is concerned, as a result of termination of membership of the Association.

Board duties and representation
Article 11

1. Subject to the restrictions in accordance with the articles, the Board will be charged with the management of the Association.
2. The Board will be competent, provided it has the approval of the council of representatives, to adopt resolutions for entering into agreements for the acquisition, alienation, encumbrance of registered property and for concluding of 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 another party.
The requirement of approval will also apply to the power of representation of the Association with respect to said acts. The approval will be proven satisfactorily from the extract of the minutes of the relevant meeting of the council of representatives, signed by the chairman and the secretary.
3. The Board will represent the Association. This power of representation will also accrue to two members of the Board acting jointly.
This will not prejudice the competence of the Board to grant power of attorney in a resolution of the Board to represent the Association.
In case of a conflict of interest, the council of representatives may designate one or several persons to represent the Association. The Board member involved in the conflict of interest may also be designated for said purpose.
4. Testamentary dispositions may only be accepted with the benefit of inventory.
5. Under its responsibility, the Board will be competent to parcel out specific parts of its duties to be carried out by committees appointed by the Board.

Board meetings
Article 12

1. The Board meetings will be held at a location to be determined by the chairman.
2. The Board meetings will be presided by the chairman or, in his absence, the deputy chair. In case the latter is absent, the meeting itself will elect the chairman.
3. At every meeting, minutes of the proceedings will be kept by the secretary, which minutes will be confirmed and signed by the chairman and the secretary.
4. Additional rules with respect to the meetings and the decision-making of the Board may be laid down in regulations to be drawn up by the Board.

 

Council of representatives
Article 13

1. The meeting of the council of representatives will be held by the council of representatives who, with the exception of temporary vacancies, will consist of at least as many representatives as there are regions which they represent. The re-election of those representatives which are at the end of their mandate and the manner in which new representatives are chosen or appointed is decided by the members of each region to which they belong, a procedure which can eventually be enshrined in a regional procedural agreement which requires approval by the Board. The selection procedure can eventually also be decided via electronic means. In the absence of the representative, a deputy-representative will take over his competences. 
2. The council of representatives will be elected by and from the members. In case a member of the Board is elected for the council of representatives, he can only accept his election in case he resigns as member of the Board.
3. The election for the council will be carried out by region. For that matter, the Board will divide the territory of the Association into districts based upon practical criteria such as language, geographic location and membership numbers. For an amendment of thus determining the number of regions, the anterior approval of the council of representatives is required. Their regions will be numbered.
4. Members who have their domicile outside of one of the designated regions, will, for the purpose of the present article be supposed to have their domicile in the District that is nearest to the domicile of the member, as determined by the Board. As soon as there are three such members, they can propose to the board to create a new region. This designation requires the approval of the council of representatives, taking into account the criteria mentioned in para 3.

 

Article 14

1. Voting weights of each representative in the council of representatives are determined annually by the Board, based on the number of members his region represents.
2. Initially, the voting weights are determined as follows: one vote for the first three (3) to five (5) members, and one (1) extra vote for each additional group of five (5) members.
3. The Board can decide upon a different voting weight, but this has to be approved by the council of representatives.

 

Meetings of the council of representatives
Article 15

1. The Association has a council of representatives. In the Association all powers not entrusted to the Board by law or the articles will accrue to the council of representatives.
2. Annually, at the latest six months after the end of the financial year, a meeting of the council of representatives – the annual meeting – will be held.
At the annual meeting the following subjects will among other things be considered:
a. the annual report and the annual accounts as referred to in article 21 with the report of the committee mentioned there;
b. the appointment of the committee mentioned in article 21 for the following Association year;
c. discharge from liability to the Board;
d. the filling of any vacancies;
e. proposals of the Board or of representatives, announced in the convening notice for the meeting;
3. Other meetings of the council of representatives will be held whenever deemed desirable by the Board.
4. At the written request of at least such a representative number of members as will be competent to cast one tenth of the votes in the meeting of the council of representatives, the Board furthermore shall convene a meeting of the council of representatives at a period not exceeding four weeks after the request has been submitted.
5. In case no action has been taken upon the request within a fortnight, the petitioners themselves may proceed to convene a meeting by sending convening notices in accordance with article 16 or in an advertisement in at least one newspaper widely read in the place where the Association has its seat. The petitioners may then charge persons other than Board members to preside over the meeting and to draw up the minutes.
6. Provided the council of representatives deems that sufficient guarantees for open communication between the representatives as well as between the council and the Board exist, the Board can decide to have meetings in written form and/ or electronically.

Convening of meetings of the council of representatives
Article 16

1. The meetings of the council of representatives will be convened by or on behalf of the Board.
The meeting will be convened by means of convening notices sent to the addresses of the representatives in accordance with the register, referred to in article 4. The period for convening the meeting will be at least seven days.
2. In case a representative agrees, the meeting can be convened by means of a readable and reproducible message sent electronically to the address made known by him for said purpose.
3. The convening notice will state the subjects to be considered.

Admittance and voting right
Article 17

1. All members of the council of representatives and all Board members will be admitted to the meeting of the council of representatives. Suspended members and suspended Board members will not be admitted unless for the purpose of being heard or expressing themselves with regard to their suspension.
2. The council of representatives will decide with respect to the admittance of persons other than those mentioned in paragraph 1.
3. Every member of the council of representatives who has not been suspended will have one weighted vote, in accordance with the weights established in article 14, paras 1 and 2.
4. A member of the council of representatives may have his vote cast by another representative authorised for said purpose. A representative may act as proxy for a maximum of two representatives. The requirement of a written power of attorney will be fulfilled in case the power of attorney has been laid down electronically.

Article 18
1. In case the Board will adopt the resolution and subject to the conditions determined by the Board, a person entitled to vote may cast his vote via electronic means.
2. For the application of paragraph 1 it will be required that the person entitled to vote can be identified via the electronic means and can take note directly of the proceedings at the meeting and can exercise the voting right.
3. The conditions mentioned in paragraph 1, to be fixed by the Board will be announced in the convening notice.

Chairmanship and minutes
Article 19

1. The meeting of the council of representatives will be presided over by the chairman of the Association or his deputy. In case of absence by the chairman and his deputy, one of the other Board members, to be designated by the Board, will act as chairman. In case the chairmanship cannot be provided for in this manner either, the meeting itself will elect its chairman.
2. Minutes of the proceedings at every meeting will be kept by the secretary or his deputy or by any other person designated for said purpose by the chairman, which minutes will be confirmed and signed by the chairman and the secretary. Those who convene the meeting may have a notarial record of the proceedings drawn up. In said case the signature of the civil law notary and his witnesses, if any, suffices.

The members will be notified of the text of the minutes or of the official record.

 

Decision-making process of the council of representatives
Article 20

1. The opinion of the chairman expressed at the meeting of the council of representatives with respect to the outcome of a vote will be decisive. The same will apply to the text of an adopted resolution insofar as votes were cast on a proposal not laid down in writing.
2. However, in case immediately after the opinion of the chairman referred to in the first paragraph having been expressed, its correctness is challenged, a new vote will be held in case the majority of the meeting or, in case the original votes had not been cast personally or in writing, if one member present and entitled to vote requests so. The new vote will invalidate the legal consequences of the earlier vote.
3. Insofar as not laid down otherwise in these articles or the law, all resolutions of the meeting of the council of representatives will be adopted by an absolute majority of the votes cast.
4. Abstentions and invalid votes will be considered as votes not cast.
5. In case no one has obtained the absolute majority in an election of persons, a second ballot will be held.
In case no one has again obtained the absolute majority, re-ballots will be held until one person will have obtained the absolute majority.
6. In case votes will be equally divided on a proposal not relating to the election of persons, the proposal will have been rejected.
7. All votes will be cast orally unless a written vote is deemed desirable by the chairman or one of the persons entitled to vote will have made the relevant request prior to the vote.
In case votes can be cast via electronic means, the Board, in the conditions to be drawn up by it, will decide on the manner of the decision-making.
8. A unanimous resolution of all representatives, even though they will not have assembled in a meeting, provided it will be adopted with prior knowledge of the Board, will have the same effect as a resolution in a meeting of the council of representatives.
9. As long as all representatives will be present or represented at a meeting of the council of representatives, valid resolutions may be adopted, provided they are adopted unanimously, on all subjects brought up for consideration – consequently also a proposal for the amendment of the articles or for dissolution – even though a meeting will not have been convened or the meeting will not have been convened in the prescribed manner or any other regulation with respect to the convening and holding of meetings or any formality in connection with this will not have been observed.

 

Financial management
Article 21

1. The financial year coincides with the calendar year.
2. The Board shall keep such records of the financial position of the Association and of everything relating to the activities of the Association, in accordance with the requirements ensuing from said activities, and shall keep the relative accounting records, documents and other data carriers in such a manner, that the rights and obligations of the Association can be known at any time.
The treasurer may decide upon the location where the administration will be kept.
3. At a meeting of the council of representatives within six months after the end of the financial year, unless there is an extension of the said period by the council of representatives, the Board will publish an annual report on the course of affairs in the Association and the policy conducted. The Board will submit the balance sheet and the statement of income and expenditure with explanatory memorandum to the meeting. Said documents will be signed by the Board members; in case the signature(s) of one or several of them will be lacking, the reasons will be stated. After expiry of the period each representative may claim fulfilment of said obligations by the joint Board members by law.
4. Annually, the council of representatives will appoint a committee of at least two representatives who will not be on the Board. This committee will audit the documents referred to in the second sentence of paragraph 3 and will report its findings to the council of representatives. The Board shall provide the committee with any information requested for the purpose of its audit, if so desired show it the cash in hand and assets and make the accounting records, documents and other data carriers of the Association available for perusal.
5. Each member of the committee may at any time be discharged from office by the council of representatives.
6. The Board shall keep the accounting records, documents and other data carriers referred to in paragraph 2 of the present article for a period of seven years.
7. The data put on a data carrier, with the exception of the balance sheet and statement of income and expenditure put on paper, may be transferred on to any other data carrier and stored provided this will be done with a correct and full rendering of the data and said data will be available during the full storage time and can be retrieved within a reasonable period.

 

Amendment of the articles
Article 22

1. The articles of the Association cannot be amended other than by a resolution of the council of representatives which will have been convened with the announcement that an amendment of the articles will be proposed.
2. The council of representatives and the different board members must be informed of this proposal of amending the articles at least two weeks prior to the convention.
3. A resolution for the amendment of the articles will require at least two/thirds of the votes cast in a meeting at which at least two/thirds of the representatives will be present or represented.
In case two/thirds of the representatives will not be present or represented, a second meeting will be convened and held within four weeks from that date, at which meeting a resolution may be adopted on the proposal as brought up for consideration at the previous meeting, irrespective of the number of representatives present or represented, provided the resolution will be adopted by a majority of at least two/thirds of the votes cast.
4. On penalty of nullity, an amendment of the articles shall be laid down in a notarial deed. Every Board member will be competent to have the deed passed.

 

Dissolution
Article 23

1. The Association may be dissolved by a resolution of the meeting of the council of representatives. The provisions in paragraphs 1, 2 and 3 of the preceding article will be correspondingly applicable. In the resolution for dissolution, on the proposal of the Board, the council of representatives will appoint the liquidators; otherwise the Board members at the time of the resolution will be the liquidators.
2. The balance remaining after liquidation will accrue to those who were members at the time of the resolution for dissolution. Each of them will share and share alike. However, in the resolution for dissolution, the balance remaining may also be put to another specific use which is as much as possible in line with the goals and objectives of the Association.

 

By-laws
Article 24

1. The council of representatives may lay down by-laws.
2. By-laws may not be in conflict with the law, also in cases where they have no mandatory provisions, nor may any by-laws be in conflict with the articles.

Final provision
In the Association all powers not entrusted to other bodies by law or the articles will accrue to the council of representatives.

Final statements

1. The first financial year will end at the end of two-thousand thirteen.
2. For the first time the number of Board members will be fixed at three (3) and the following persons will be appointed Board members:
- Mr. Guy Van Habberney, born in @
on @
living in Boechout, Belgium, @
as Chairman;
- Mr. Andy Ansel, born in @
Living in Laurel Hollow, New York, United States of America, @
as Vice-Chairman;
- Mr. Dr. Michael Negele, born in @
on @
living in Wuppertal, Germany,@
as Treasurer;

3. Simultaneous with the execution of the deed, the two former honorary members of the Ken Whyld Association are appointed as honorary members of the Vereniging Ken Whyld Association, i.e.:
- Mr. Roger Klittich, living in Braunschweig, Germany and
- Mr. Jurgen Stigter, living in Amsterdam, the Netherlands.

4. For the first time, the following regions with their rank-order and number of members are established at the execution of the deed of the Association:
I. America (North and South) with thirty-three (33) members (voting weight six (6));
II. Benelux (Belgium, Netherland, Luxembourg) with thirty-one (31) members (voting weight six (6));
III. central and Eastern Europe (Estland, Hungary, Poland, Romania, Russia, Serbia and the Czech Republic) with fifteen (15) members (voting weight three (3));
IV. Germanophone area (Germany, Austria, Switzerland) with fifty-four (54) members (voting weight ten (10));
V. France with thee (3) members (voting weight one (1));
VI. Great Britain (England and Ireland) with seventeen (17) members (voting weight three (3));
VII. Italy with eight (8) members (voting weight one (1));
VIII. Scandinavia (Denmark, Finland, Iceland, Norway, Sweden) with seventeen (17) members (voting weight three (3));
IX. Spain with seven (7) members (voting weight one (1));

5. Are appointed for the first time as representative for their region:
- Region I: Mr. Andy Ansel;
- Region II: Mr. Bert Corneth;
- Region III: Mr. Vlastimil Fiala;
- Region IV: Mr. Karl Klittich;
- Region V: Mr. Alain Biénabe;
- Region VI: Mr. Tony Gillam;
- Region VII: Mr. Luca D’Ambrosio
- Region VIII: Mr. Peter Holmgren;
- Region IX: Mr. Josep Alió.

6. The members of the Ken Whyld Association are members of the vereniging ‘Ken Whyld Association’, except those members that renounce their membership in writing within two (2) months after the notarial deed enacting the statutes is passed.
7. If any dispute occurs regarding the interpretation of this deed, the Dutch text will govern.

Power of attorney

The power of attorney on the appearer is proved by two (2) documents, which will be attached to this deed.
The appearer is known to me, the civil law notary.
This deed, drawn up as an original, was passed in Amsterdam on the date mentioned in the preamble of the present deed.
After the sum and substance of the text of this deed had been stated and explained to the appearer, he declared to have taken cognizance of the text of the deed and not to insist on it being read out in full.
Subsequently, after a restricted reading accordance with the law, this deed was signed by the appearer and by me, the civil law notary.


Amsterdam, December 31st, 2013
Mr. Pierre Jean François Marie Le Cat

 


- C. Articles of the Foundation:

This @
day of December two thousand and thirteen, before me, Pierre Jean François Marie Le Cat LL.M. civil law notary in Amsterdam, came:
Mr. Robert van de Velde MSc. born in Hilversum on the twenty-sixth day of March nineteen hundred and thirty-seven, identifying with his passport, number NV37P4PH1, issued in Amsterdam on the twenty-seventh day of January two thousand and eleven, living at 1015 CE Amsterdam, Keizersgracht 73-E, married in community of goods to Mrs. Winifred Joske Marjan de Vries MSc.
acting as attorney of:
- Mr. Guy Van Habberney, born in Antwerp, Belgium
on February 27, 1954@
living in Boechout, Belgium, Binnensteenweg 240/A07
(un)married;
- Mr. Dr. Michael Negele, born in @
on @
living in Wuppertal, Germany, @
(un)married.

 

Name
Article 1
The foundation bears the name Stichting Ken Whyld Foundation

Seat
Article 2
The foundation has its seat in the municipality of Amsterdam.

Object
Article 3

1. The object of the Foundation is to elaborate and work out for the Ken Whyld Association the objectives the Association has set itself, more specifically:
- strengthening contacts and cooperation between collectors of chess literature, chess historians, - authors, -journalists and researchers as well as institutions dealing with chess literature and chess history;
- the worldwide support of the documentation of chess literature and chess history;
- all those tasks that are required for a good and proper functioning of the Association
2. The Foundation among other things tries to achieve said objectives by:
- compiling a database of a universal bibliography of chess literature, starting with the digital recording of catalogued lists and data records. These digital records will be managed (and continuously improved) by the members of the Association following the arrangements set out by the Foundation;
- promoting and supporting publications dealing with chess history and chess bibliography, and support re-editions and reprints of relevant documents on the same subject;
- to support and consult public collections and libraries with the aim to increase and maintain their collections of chess literature and to improve their accessibility and to endeavour to set up cooperation agreements with such public collections and/or libraries;
- to promote the cultural and historic value of collecting chess literature , and to promote the collecting of said chess literature among those that show an interest;
- to organize and pay for activities on behalf of the Ken Whyld Association;
- collecting pecuniary means and obtaining government and other subsidies as well as sponsor contributions;
3. The following activities are excluded from the object: making payments to the founders of the Foundation or to those persons who form part of the bodies of the Foundation.

 

Equity
Article 4

The equity of the Foundation consists of:
- means collected by the Ken Whyld Association by means of a membership contribution or thru other channels;
- the revenues generated by this equity;
- means obtained through donations, inheritance, bequest or any other channel;
- all other revenues.

 

Article 5

Except for the Board, the foundation does not include other persons that will have any authority as members or under any other name.
However, the Foundation may endeavour to get natural persons and legal entities prepared to be benefactors of (periodical) contributions.

Board
Article 6

1. The Foundation will be managed by a Board consisting of at least three (3) and at most five (5) natural persons, called Board members. With due observance of the preceding provisions, the Board will determine the number of Board members, also taking into account the personal union that needs to exists between the Board and the Board of the Association called Ken Whyld Association. The Board appoints the Board members taking into account this personal union.
2. The Board members are not remunerated for their activities. They are however entitled to a compensation of their expenditures made during their activities as Board members.
3. In case the number of Board members will at any time have dropped below the fixed minimum, those Board members who are still in office, provided there are at least two of them, will nevertheless continue to form a lawful Board.
4. The Board will choose a chairman, a deputy chairman and a treasurer from its number. It can appoint a replacement for any of these from within its ranks.
5. In case none or only one Board member is in office at any time, in case the vacancy/vacancies cannot be filled, two interim Board members, respectively one interim Board member may be designated by the District Court at the request of any party holding an interest or the Public Prosecutor. The office of an interim Board member appointed in said manner will end as soon as two Board members will have been appointed again, in accordance with the provisions of the present articles.
Where in these articles there is mentioned ‘Court’, the ‘Court of the District of Amsterdam’ is meant.

 

End of position on the Board
Article 7

1. A Board member may be dismissed or suspended at any time by an anonymous resolution of all other Board members. A suspension which is not followed by a dismissal within three months will be void as a result of the expiry of said period.
2. A Board position can also end because of death, resignation or by dismissal by the court in accordance with the provisions in section 298 of book 2 of the Civil Code. A Board member dismissed by the Court cannot be reappointed. Furthermore, a Board member is resigning when his membership of the Board of the Ken Whyld Association ceases.
3. A Board member resigns at the latest three (3) years after his appointment according a rotational roster set up by the Board.
4. A Board member that is resigning can be reappointed for a maximum of two successive periods of three (3) years. Someone appointed in an interim vacancy takes the place of his predecessor in the roster.

 

Board duties and representation
Article 8

1. The Board will look after the interests of the Foundation in the broadest sense of the word and within the limits of the present articles will be competent to perform any acts of control and disposal deemed necessary or desirable by the Board for the realization of that goal.
2. The Board will be competent to adopt resolutions for entering into agreements for the acquisition, alienation, and encumbrance of registered property and for concluding agreements in which the Foundation binds itself as surety or joint debtor, warrants performance by a third party or provides security for the debt of another party.
3. Testamentary dispositions may only be accepted under the benefit of an inventory.
4. The Board will represent the Foundation. The power of representation will also accrue to two members of the Board acting jointly. This will in no way prejudice the competence of the Board to grant power of attorney to represent the Foundation in a resolution of the Board.
5. In the case of a conflict of interest, the Board will designate one or more of its members to represent the Foundation. The Board member involved in the conflict of interest may also be designated for said purpose.

 

Convening of Board meetings
Article 9

1. The Board meetings will be convened by the secretary or the chairman, whenever deemed necessary by them as well as within seven days after at least two Board members will have sent a written request for a meeting to be held to the chairman or the secretary stating the items to be considered.
2. The convening notice will be sent in writing to the addresses of the Board members. In case a Board member will consent to this, the convening notice may also be sent by means of a legible and reproducible message sent electronically to the address made known to the Foundation by him for said purpose.
3. The period for convening the meeting will be at least seven days; disregarding the date of the convening notice and the day of the meeting.
4. The convening notice will state the subjects to be considered.

Board meetings
Article 10

1. The Board meetings will be held at a location to be determined by the Chairman.
2. The Board meetings will be presided over by the chairman. In case of his absence, the deputy-chairman. If the latter is absent too, the meeting itself will elect the chairman.
3. Annually, at the latest six months after the end of the financial year, a Board meeting – the annual meeting – will be held.
The following will be considered at said meeting:
a. the annual report and the annual statements of account as referred to in article 12;
b. the filling of any vacancies;
c. proposals announced in the convening notice.
4. As long as all Board members are present or represented at a Board meeting, valid resolutions may be adopted, provided they will be adopted unanimously, on all subjects brought up for consideration – consequently also including a proposal for amendment of the articles or for dissolution – even though no convening notices will have been sent or the meeting will not have been convened in the prescribed manner or any other regulation with respect to the convening and holding of meetings or any formality relating thereto will not have been observed.
5. All resolutions of the Board will be laid down in writing and will be signed by the chairman or the secretary and will be kept in the administrative records of the Foundation.

 

Decision-making process
Article 11

1. The opinion of the chairman expressed at the meeting with respect to the outcome of a vote shall be decisive. The same will apply to the text of an adopted resolution insofar as votes were cast on a proposal not laid down in writing.
2. However, in case immediately after the opinion referred to in the first paragraph having been expressed, its correctness will be challenged, a new vote will be held in case the majority of the meeting or, in case the original votes had not been cast severally or in writing, one Board member attending will make the relative request.
3. Insofar as not laid down otherwise in the articles or the law, all resolutions of the Board meeting will be adopted by an absolute majority of the votes cast. Each member of the Board has one vote.
4. Abstentions and invalid votes will be regarded as votes not cast.
5. In case votes will be equally divided on a proposal not relating to the election of persons, the proposal will have been rejected.
6. All votes will be cast orally unless a written vote will be deemed desirable by the chairman or one of the persons entitled to vote will have made the relative request prior to the vote. Written votes will be cast by unsigned sealed ballot papers.
Adopting resolutions by means of acclamation will be allowed unless one of the persons entitled to vote will request a several vote.
7. A Board member may be represented by another member of the Board, by written power of attorney or by fax or by a power of attorney which was received electronically.
8. Written resolutions may be adopted without a meeting having been held, provided they will be adopted unanimously by all Board members. The approval of this way of decision-making can be supplied electronically.
9. In case of decision-making outside of a Board meeting, the votes will be cast in writing, under which electronically. The requirement of decision-making in writing shall be met, in case the decision under reference of the way in which each Board member voted, is laid down in writing or electronically.

 

Financial management
Article 12

1. The financial year will coincide with the calendar year.
2. The Board shall keep such records of the financial position of the foundation and of everything relating to the activities of the foundation in accordance with the requirements ensuing from said activities and shall keep the accounting records, documents and other data carriers in such a manner that the rights and obligations of the foundation can be known at any time. The Treasurer decides on the location where the administration is kept.
3. Prior to the first of July, after the end of each financial year, the Board will compile a balance sheet and a statement of income and expenditure and lay them down in writing. These financial statements are checked by an audit committee appointed according to the statutes of the Ken Whyld Association. This commission reports its findings to the Board of the Foundation. The Foundation has the obligation to provide the said commission with all information related to the audit, and when requested, to show the books, the cash and other values, as well as other data carriers pertaining to the said audit. After having been found in order, said annual statements of account will be signed by all Board members and will be accompanied by a report on the activities and course of affairs of the financial year in question.
4. Once approved as per para 3, these statements are subsequently notified by the Board to the Board of representatives of the Ken Whyld Association.
5. The Board may designate an expert to audit the annual statements of account, irrespective of what is determined in para 3 above.
6. The Board shall keep the accounting records, vouchers and other data carriers referred to in paragraphs 2 and 3 of the present article for a period of seven years.
7. The data put on a data carrier, with the exception of the balance sheet and statement of income and expenditure laid down in writing, may be transferred to any other data carrier provided this will be done with a correct and full rendering of the data and said data will be available during the full period of preservation and may be retrieved within a reasonable period.

 

Amendment of the articles
Article 13

1. The articles of the foundation can be amended by the Board.
2. A resolution for the amendment of the articles will require at least two/thirds of the votes cast in a meeting at which at least two/thirds of the Board members will be present or represented.
In case a two/thirds is not achieved, a second meeting may be convened and held within three weeks from then, at which meeting a resolution may be adopted on the proposal as brought up for consideration in the previous meeting, irrespective of the number of Board members present or represented, provided the resolution will be adopted by a majority of at least two/thirds of the votes cast.
3. A resolution for the amendment of the articles always requires at least two thirds of the votes cast.
4. To come into force, any amendment of the articles shall be laid down in a notarial deed. Every Board member will be competent to have the deed passed.

 

Dissolution
Article 14

1. In case the Board will hold the opinion that the object of the foundation cannot or no longer sufficiently be realized, it may conclude to disband the foundation; such a resolution relating to the dissolution will be adopted in accordance with the provisions in the preceding article.
2. In case of dissolution, the foundation will be liquidated by the Board members in office at the time: with respect to said liquidation the articles will continue to be correspondingly applicable also in respect of the filling of vacancies.
3. The balance remaining of the capital of the dissolved foundation after payment of all debts will be given a designation to be decided on by the Board, on behalf of an object as much as possible corresponding with the object of the foundation.

By-laws
Article 15

1. The Board will be competent to lay down one or several by-laws.
2. By-laws may not be in conflict with the law, also in cases where it will have no mandatory provisions, nor may any by-laws be in conflict with the articles.

 

Final provision
Article 16

All circumstances that fall within the limits of the present articles but for which no provisions have been made in said articles will be provided for by a resolution of the Board.

Power of attorney

The power of attorney on the appearer is proved by two (2) documents, which will be attached to this deed.

Final statements

1. The first financial year will end at the end of two thousand thirteen.
2. For the first time the number of Board members will be fixed at three (3) and the following persons will be appointed Board members:
- Mr. Guy Van Habberney, born in @
on @
living in Boechout, Belgium @
as Chairman;
- Mr. Andy Ansel, born in @
living at Laurel Hollow, New York, United States of America, @
as Vice-Chairman;
- Mr. Dr. Michael Negele, born in @
on @
living in Wuppertal, Germany,@
as Treasurer.
3. If any dispute occurs regarding the interpretation of this deed, the Dutch text will govern.
The appearer is known to me, the civil law notary.
This deed, drawn up as an original, was passed in Amsterdam on the date mentioned in the preamble of the present deed.
After the sum and substance of the text of this deed had been stated and explained to the appearer, he declared to have taken cognizance of the text of the deed and not to insist on it being read out in full.
Subsequently, after a restricted reading-out accordance with the law, this deed was signed by the appearer and by me, the civil law notary.

Amsterdam, December 31st, 2013
Mr. Pierre Jean François Marie Le Cat

 

The hitherto existing provisional reproduction of the translated Dutch text was replaced by a corrected and definitively revised text on 25 July 2016.

 

 

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