Formation, Case Nr.: 128.315
File number  : 51.918


Faber
&
Blom
Notarisen
Amsterdam



FORMATION  OF  A  FOUNDATION






This day, the twenty-fifth of June two thousand and one, there
appeared before me, Meester Ernst Olaf Faber, civil-law notary
of Amsterdam:
1. Mrs Gabriele Ingrid Vollmer, born in Donaueschingen

(Germany) xx xxx xxxxx xx xxx nineteen hundred and forty-

eight, residing in xxxxxxx xxxxx (xxxxxxx), xx xxxxxxxx xx,

holder of a Dutch passport with the number N90882810,

married to Mr Hendrik Struik: and

2. the said Mr Hendrik Struik, born at Zwolle xx xxx

xxxxxxxxxx xx xxxxxxxx nineteen hundred and forty-four,

residing in xxxxxxx xxxxx (xxxxxxx), xx xxxxxxxx xx, holder

of a Dutch passport with the number N99652944, married as

mentioned above.
The appearers stated that by this deed they were forming a
foundation and were laying down the following articles for it:
NAME AND SEAT:
Article 1. 1. The name of the foundation is:

Stichting Tritsch Vollmer Struik (TVS) and it may also be

referred to by the shortened name of Stichting TVS.
2. The foundation's registered office is situated in Amsterdam.
OBJECT
Article 2.
1. The object of the foundation shall be:

a. to supply a supplementary study allowance for a

professional education, refresher training, continuing

training or retraining for the benefit of the descendants

of the founders of the foundation, i.e. Mr Hendrik Struik

and Mrs Gabriele Ingrid Struik-Vollmer;

b. to supply a supplementary study allowance to others,

preferably from developing countries;

c. to supply extra mobility support to the persons referred

to under 1a and 1b for international studies.
2. The said allowances shall only be made available if the

persons concerned have no other possibilities of obtaining

an allowance.
3. By a code of distribution the board shall lay down further

rules about the conditions and modalities of the

allowances.
RESOURCES
Article 3.
The foundation tries to reach its object by:
a. acquiring funds;
b. laying down a code of distribution;
c. all other resources that may be conducive to the object.
FINANCIAL MEANS, FINANCIAL YEAR, ANNUAL ACCOUNTS
Article 4.
1. The financial means of the foundation shall consist of:

a. payments for services rendered;

b. subsidies;

c. anything that the foundation acquires from donations,

inheritances and specific legacies;

d. all other benefits.
2. The treasurer shall manage the financial means and shall be

responsible for that management in respect of the foundation.
3. The financial year of the foundation shall be the calendar

year.
4. After the end of every calendar year the books of the

foundation shall be closed and from them a balance sheet

and a statement of income and expenditure shall be drawn up,

which shall be submitted to the board accompanied by notes.
5. The board may have these documents examined by an expert or

by a committee appointed for the purpose.
6. The board's adoption or approval of the said documents shall

discharge the treasurer from liability for the management

conducted by him.
7. The secretary shall have the balance sheet and the statement

of income and expenditure accompanied by an annual report,

in which the principal activities and developments of the

foundation are represented.
8. Every member of the board shall always be entitled to

inspect all the books and documents of the foundation and

entitled to check the cash.
MANAGEMENT
Article 5.
1. The board of the foundation shall be entrusted with

managing the foundation.
2. The board shall consist of a minimum of three and a maximum

of five members.

The number of members of the board shall be determined by

the board.
3. The board shall at any rate have a chairman, a secretary

and a treasurer.

A member of the board may not occupy several positions on

the board.
4. Members of the board in the positions of chairman or

treasurer shall in principle be legitimate descendants of

the Struik-Vollmer couple mentioned in article 2 of the

articles.

For the first time Mr and Mrs Struik-Vollmer may also be

appointed as members of the board themselves.
5. As chairman, the board shall preferably appoint the family

heir or the oldest son or daughter of the said couple.

If this family heir is unable or unwilling to accept this

position, or is no longer able or willing to hold it, the

board shall preferably appoint the next brother or sister

of that family heir.

If this family heir is unable or unwilling to accept this

position, or is no longer able or willing to hold it, the

board shall preferably appoint one of the brothers or

sisters of that family heir and then in the first instance

the next brother or sister.
6. As treasurer, the board shall preferably appoint one of the

brothers or sisters of the said family heir, and in the

first instance the next brother or sister.
7. As secretary, the board shall appoint a third party or a

person who is not one of the descendants of the said

Struik-Vollmer couple and is not a member of the Struik

family or the Vollmer family and has not married into one

of the families, but preferably is close to the Struik-

Vollmer family.
8. Any other members of the board shall be third parties, in

the sense as referred to above.
9. It shall be true for all the descendants of the said

Struik-Vollmer couple that they shall only qualify for

positions as members of the board if they are fifty years

or older on that occasion.
10.Third-party members of the board shall be appointed by the

other members of the board; if the votes are tied for such

a resolution, the chairman shall decide.
11.If none of the descendants of the said Struik-Vollmer

couple qualifies or wishes to qualify for the position of

chairman or treasurer, the position shall be filled by a

third-party member of the board, to be appointed by the

board for the purpose.
12.The board shall be empowered to make up and expand its

number with observance of the provisions in this article.
13.Even if the number of members of the board has dropped

below three, the board shall remain empowered; it shall

have the obligation, however, to fill the vacancy/vacancies

as soon as possible.
14.The members of the board may not receive financial benefits

from the foundation.
15.The members of the board, not being descendants of the said

Struik-Vollmer couple, shall resign after a maximum of five

years in accordance with a rotation schedule to be

determined by the board; upon resignation they shall be

eligible for reappointment.
BOARD MEETINGS
Article 6.
1. The board shall meet as often as one or more members of the

board consider this necessary.
2. In order to be legally valid a resolution of the board

shall require the presence of the majority of at least four

fifths of the number of members of the board in office.
3. Resolutions shall be passed by a four-fifths majority of

the votes cast.
4. Votes on persons shall be taken in writing; on things

orally, unless a member of the board desires a written vote.
5. The board shall be empowered to pass resolutions without a

meeting as well.

For the purpose it shall be required that the resolutions

are passed unanimously and that the members of the board

cast their votes in writing.
6. A member of the board may only be represented by another

member of the board authorized by written proxy.
POWER, MANAGEMENT, REPRESENTATION
Article 7.
1. The board shall be empowered to perform all legal acts,

including entering into agreements to acquire, alienate or

encumber registered property.
2. The board shall not be empowered to enter into agreements

in which the foundation binds itself as surety or joint and

several co-debtor, gives a guarantee for a third party or

binds itself as security for the debt of a third party.
3. The foundation shall be represented by the board and also

by two members of the board jointly, at any rate including

the chairman or the treasurer.
END OF THE MEMBERSHIP OF THE BOARD
Article 8.
The membership of the board shall end as a result of:
a. periodical resignation, subject to reappointment;
b. death;
c. resignation by written notice of termination, directed to

the board of the foundation;
d. interim removal from the position on the board, by virtue

of a resolution of the board, passed at a meeting at which

all the members of the board are present; the resolution

must be passed by at least four fifths of the number of

votes cast.
COMMITTEES
Article 9.
1. The board may be assisted by one or more committees.
2. The composition, task and method of work of a committee

shall be determined by the board by code of rules, if

possible in consultation with the committee.
AMENDMENT OF THE ARTICLES, DISSOLUTION
Article 10.
1. The board shall be empowered to amend the articles or to

dissolve the foundation, provided that the relevant

resolution has been passed by a majority of at least four

fifths of the valid votes cast at a meeting at which all

the members of the board are present.
2. Amendments of the articles shall not take effect until

after they have been laid down by notarial deed.
3. In the event of dissolution the board shall be entrusted

with the liquidation bar any resolution to the contrary.

Any credit balance shall be made available to an

institution with a related object.
CODE OF DISTRIBUTION / BYE LAWS
Article 11.
1. Apart from the code of distribution the foundation may also

have bye-laws.
2. The bye-laws may not be contrary to the law or the articles.
FINAL PROVISIONS
The board shall decide in all cases not provided for by the

articles.
Finally the appearers stated that the initial members of the

board will be:
1. the above-mentioned Mrs G.I. Struik-Vollmer, as

chairperson;
2. the said Mr H. Struik as treasurer; and
3. Mr Hermann Gustav Lietzmann, residing in xxxxxxx

xxxxxxxxxxxxxxxxx (xxxxxxx), xxxxxxxx xxxxxxxxxxxxxxxxx x,

born in Sprang-Bad Rothenfelde in Germany xx xxx xxxxxx-xxxxx

xx xxxxxx nineteen hundred and forty-six, as secretary.
The appearers stated that they had been given the opportunity to
take note of the contents of this deed in good time beforehand
and agreed thereto.
The appearers are known to me, civil-law notary, and their
identities have been ascertained by me, civil-law notary, on the
basis of the appropriate documents.
Whereof an original deed was executed in Amsterdam on the date
mentioned at the head of this deed.
After the gist of this deed had been stated to the appearers and
an explanation thereof had been given, I, civil-law notary, drew
the attention of the appearers to the consequences that follow
from the contents of this deed. Subsequently, after having been
read out in part, this deed was signed by the appearers and me,
civil-law notary.
Followed by signatures.

ISSUED AS A TRUE COPY


Mr Ernst Olaf Faber,notaris te Amsterdam

Translated into English by Betranslated.nl