IMI Articles of Association - Translation

In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation, and if so, the Dutch text will by law govern.


the CONSECUTIVE WORDING of the articles of association of: International Mediation Institute Stichting, having its seat in 's-Gravenhage

including the amendment of the articles, effected by notarial deed, executed on July 8, 2009 before F.J. Janse de Jonge, civil law notary in Amsterdam.

Name and official seat.
Article 1.

1. The foundation's name is: International Mediation Institute Stichting.
2. The official seat of the foundation is in the municipality of the Hague.

Object and means.
Article 2.

1. The objects of the foundation are to provide global leadership in the field of dispute prevention and early, effective dispute resolution, by creating structure and standards for high quality mediation and by implementing the following objects:
• To promote and advance the use of mediation internationally;
• To create an infrastructure for quality assurance, including certification, among mediators;
• To create educational opportunities and activities for mediators;
• To provide independent information on mediation to the public;
• To take an international leadership role in policy issues related to mediation;
• To establish contacts with and provide support for other similarly-situated mediation organizations; and
• To serve the international mediation and alternative dispute resolution communities.
2. The foundation shall pursue these objects by, inter alia:
• Establishing quality assurance criteria for mediators in general and mediators of cross border or cross-cultural disputes in particular;
• Developing accreditation and registration systems for such mediators;
• Developing training criteria for independent training organizations active in the training of such mediators;
• Accrediting such training organizations to provide training under the IMI mark of approval;
• Offering guidelines and creating international standards for mediators;
• Providing educational activities, such as continuing education programmes, to keep such mediators abreast of international developments;
• Assisting in the establishment  complaints procedure(s);
• Disseminating objective and independent information to promote mediation;
• Providing educational activities to the public; and
• Maintaining national and international contacts relating to mediation.

Capital.
Article 3.

The capital of the foundation shall be formed by grants, licensing and registration fees, subsidies, gifts, legacies and testamentary dispositions, as well as other sources. The foundation may borrow money for its operational needs.

Management Board: composition, appointment, retirement.
Article 4.

1. The Management Board of the foundation (“the Board”) shall consist of such number of persons as the Board may determine, but not less than three. An incompletely constituted Board shall retain its powers. Board members shall be appointed by the Board. Any vacancies which arise shall be filled as soon as possible.
2. The Board shall appoint from among its members a chairperson, a secretary and a treasurer. The posts of secretary and treasurer may be fulfilled by the same person.
3. Board members shall be appointed for a term of no more than four years.
4. Board members shall retire by rotation in accordance with a rotation list drawn up by the Board. A Board member retiring in accordance with the rotation list shall be eligible for re-appointment forthwith.
5. A Board member ceases to hold office:
a. upon his death;
b. upon his retirement, whether or not in accordance with the rotation list referred to in paragraph 4;
c. upon his being declared bankrupt or applying for a suspension of payments;
d. upon the appointment of a custodian to administer his affairs, and upon a court decision pursuant to which one or more of his assets are placed under curatorship as a result of his physical or mental condition;
e. upon his removal from office by the court in cases provided for by law;
f. upon his removal from office by the Board for "good cause".

Management Board: duties and powers.
Article 5.

1. The Board shall be charged with the management of the foundation.
2. The Board shall be authorized to enter into agreements to purchase, sell or encumber registered property and to enter into agreements whereby the foundation binds itself as surety or joint and several co debtor or guarantees or secures the debts of a third party, as well as to represent the foundation in such transactions.

Management Board: representation.
Article 6.

1. The foundation shall be represented by the Board. The chairperson together with the secretary or the treasurer, or, provided these functions are not carried out by one person, the secretary together with the treasurer, shall also be authorized to represent the foundation.
2. The Board may resolve to grant one or more Board members or third parties a power of attorney to represent the foundation within the limits of that power of attorney.

Management Board: resolutions.
Article 7.

1. Meetings of the Board shall be held whenever the chairperson or at least two other Board members convene a meeting, but not less than once a year.
2. Board meetings shall be called by the chairperson or at least two other Board members, or by the secretary on behalf of such person or persons. The calling of a meeting shall require written notice of not less than seven calendar days, specifying the topics to be dealt with. If the notice has not been given in writing, or if the topic to be dealt with has not been specified in the notice, or if the meeting is called at a term shorter than seven days, the Board may nevertheless pass valid resolutions, provided that all Board members are present and none of them objects to the passing of such resolution.
3. Board meetings shall be held at the foundation’s main offices, unless otherwise agreed by a majority of the Board. Members of the Board may attend  meetings through a telephone connection or video-conference provided all members can hear and be heard by all other members in the meeting.
4. The Board members as well as those who are admitted to a meeting by the Board members present, shall be entitled to attend the meeting. A member of the Board may be represented at a meeting by another Board member authorized by him in writing for that purpose. The expression "in writing" shall include any message transmitted by current means of communication and received in writing. A Board member may not represent more than one other Board member at the meeting.
5. Each Board member shall have one vote. Unless these Articles of Association provide otherwise, all resolutions and votes on the election of persons shall be passed by absolute majority of the votes cast. Abstentions shall not be counted as votes. If there is a tie of votes in voting on persons, it shall be decided by lot who is elected, if there is a tie of votes in voting on other matters, the proposal shall be deemed to be rejected.
6. All votes shall be taken orally. The chairperson shall, however, be entitled to decide that a vote is to be taken by secret ballot. For an election of persons, each person present at the meeting and entitled to vote shall be entitled to require a vote by secret ballot. Voting by secret ballot shall take place by means of unsigned ballot papers.
7. The meetings shall be presided over by the chairperson. In his absence, the Board members present at the meeting shall elect one of their number to be the substitute chairperson. Until that has occurred, the eldest Board member present at the meeting shall act as chairperson.
8. The business transacted at a meeting shall be recorded in minutes by the secretary or, in the secretary’s absence, a person designated for that purpose by the chairperson of the meeting. The minutes shall be approved either at that meeting or at the next and shall, as evidence thereof, be signed by the chairperson and the person who made the minutes.
9. The Board may also pass resolutions in a manner other than at a meeting, provided that all of the Board members are given the opportunity to cast their votes and also declare in writing that they do not object to this manner of passing a resolution. A resolution shall then be adopted if the required majority of all Board members have declared in writing that they are in favour of the proposal. A report shall be drawn up with respect to a resolution adopted outside a meeting, which shall be approved at the next meeting and, as evidence thereof, be signed by the chairperson and the person who makes the minutes of that meeting. The report thus adopted shall be attached to the minutes together with the documents referred to in the first sentence of this paragraph.

Advisory Council: Composition
Article 8.

1. The Advisory Council of the foundation shall consist of such number of persons as the Board may determine but not less than five and not more than thirty-five. An incompletely constituted Advisory Council shall retain its powers.
2. Advisory Council members shall be appointed by the Board.
3. Advisory Council members shall be appointed for a term of no more than four years.
4. Advisory Council members shall retire by rotation in accordance with a rotation list drawn up by the Board. An Advisory Council member retiring in accordance with the rotation list shall be eligible for re-appointment forthwith.
5. An Advisory Council member ceases to hold office:
a. upon his death;
b. upon his retirement, whether or not in accordance with the rotation list referred to in paragraph 4;
c. upon his being declared bankrupt or applying for a suspension of payments;
d. upon the appointment of a custodian to administer his affairs, and upon a court decision pursuant to which one or more of his assets are placed under curatorship as a result of his physical or mental condition;
e. upon his removal from office by the court in cases provided for by law;
f. upon his removal from office by the Board for "good cause".

Advisory Council: duties and powers
Article 9.

1. The Advisory Council shall be charged with providing guidance, advice, and recommendations to the Board.
2. The Advisory Council is not authorized to represent the foundation or make decisions or enter into any agreement on behalf of the foundation, including agreements to purchase, sell or encumber registered property, to enter into agreements whereby the foundation binds itself as surety or joint and several co-debtor or guarantees or secures the debts of a third party, to bind the foundation vis-à-vis third parties, or to represent the foundation in third-party transactions.

Executive Director: appointment, duties and powers
Article 10.

1. The Executive Director shall handle the day-to-day management of the foundation, including but not limited to handling budgetary needs, staffing administrative positions, and general public relations at the guidance and direction of the Management Board.
2. The Executive Director shall be appointed by the Management Board. He may not be a Board member.
3. The Executive Director is responsible for ensuring compliance with this charter.
4. The Board may establish further provisions regarding the Executive Director's duties and powers.
5. The Executive Director ceases to hold office:
a. upon his death;
b. upon his retirement;
c. upon his being declared bankrupt or applying for a suspension of payments;
d. upon the appointment of a custodian to administer his affairs, and upon a court decision pursuant to which one or more of his assets are placed under curatorship as a result of his physical or mental condition;
e. upon his removal from office by the court in cases provided for by law;
f. upon his removal from office by the Board for "good cause".

Financial year and annual accounts.
Article 11.

1. The financial year of the foundation shall be the calendar year.
2. The Board shall keep records pertaining to the financial position and the activities of the foundation, in conformity with the requirements ensuing from the activities of the foundation. The Board shall keep these records, as well as the books, documents and other data carriers belonging thereto, in such a way that the foundation's rights and obligations can be ascertained therefrom at all times.
3. The Board shall draw up a balance sheet and a profit and loss account of the foundation every year, within six months of the end of the relevant financial year.
Any receipts exceeding the years expenditures shall be applied in future years to advancing the foundation's chartable purposes.
4. Before proceeding to adopt the documents referred to in paragraph 3, the Board shall be entitled to have them examined by an accountant of the Board's choice. The latter shall report to the Board on the result of his examination.
5. The Board is obliged to keep the books, documents and other data carriers referred to in the foregoing paragraphs for a period of seven years, without prejudice to the provisions in paragraph 6.
6. The data kept on data carriers, with the exception of the written balance sheet and profit and loss account, can be transferred for safe-keeping to other data carriers, provided that the transfer involves an exact and complete reproduction of the relevant data and provided that the data are available at all times during the entire term in which the data must be preserved and that the data can be made legible within a reasonable period of time.

Amendment to the articles of association.
Article12.

1. The Board shall be authorized to amend these Articles of Association.
2. A resolution by the Board to amend the articles of association shall require a two thirds majority of the votes cast at a meeting in which all of the members are present. If not all of the members are present at a meeting in which a resolution to amend the articles of association is to be discussed, a second meeting shall be convened to be held no earlier than two weeks and no later than four weeks after the first meeting. This second meeting may, irrespective of the number of Board members present or represented, pass a valid resolution with respect to the proposal presented for discussion at the first meeting, provided that the Board does so with a two thirds majority of the votes cast.
3. A copy of the proposal, containing the verbatim text of the proposed amendment, shall be attached to the notice of the meeting in which an amendment of the articles of association is to be discussed.
4. A resolution to amend the articles of association shall become effective only after a notarial deed thereof has been drawn up. Each individual Board member shall be authorized to execute such deed.

Dissolution.
Article 13.

1. The Board shall be authorized to dissolve the foundation.
2. Paragraph 2 of the previous Article shall apply mutatis mutandis to a Board resolution to dissolve the foundation.
3. The resolution to dissolve the foundation shall determine how the balance of the remaining funds is to be used. Any liquidation balance shall be devoted to one or more for-profit charitable institutions with similar purposes as those of the International Mediation Institute Stichting.
4. Upon dissolution, the liquidation shall be effected by the Board members.
5. After completion of the liquidation, the books and records of the dissolved foundation shall remain in the custody of the person designated by the liquidators for that purpose for the period prescribed by law.
6. Furthermore, the provisions of Title 1, Book 2 of the Civil Code shall apply to the liquidation.

Financial year
Article 14.
The first financial year of the foundation shall end on the 31st day of December two thousand seven.

 

 

 

 

 

 

 

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