This day, the fourth of November two thousand and four, appeared before me, Mr. Dirk Philippus Kasper, candidate civil law notary, hereafter named as notary, representing Mr. Jan Piet van Harseler, public notary, practicing in Amsterdam:
- Mr. Michiel Lindenbergh
- Mr. Jochen Manninger
The parties appearing declared that they were hereby forming an association whose Articles of Association read as follows:
Article 1. - NAME AND SEAT
- The name of the Association is Historic Conference Centres of Europe (HCCE).
- The registered office of the Association is located in Amsterdam.
- The governing law is the law of the Netherlands.
Article 2. - OBJECT OF THE ASSOCIATION
- The object for which the Association is formed and the reason for the Association is to gather and exchange knowledge and experience relating to the specific matters of conference centres established in historic monuments and to promote the awareness of these historic conference buildings in Europe and worldwide.
- United, these historic conference centres will increase publicity for themselves and strengthen their position and brand in order to improve service to their users.
- The Association will contribute towards focusing the international spotlight on these historic centres through collaboration and by entering into strategic alliances, and through all such things as are incidental or conducive to the above object, all this to be construed in the widest sense.
- In order to achieve its object the Association will, among other things, through the joint secretariat:
- exchange information and disseminate it among its members;
- provide assistance and support to its members;
- participate in various trade fairs in order to promote its members;
- organize promotional activities for the benefit of its members;
- maintain a data base and electronic information that can assist its members in generating customer loyalty.
- and further by all lawful means.
Article 3. - MEMBERSHIP
Members of the Association may be:
Natural and legal persons as well as civil partnerships (maatschappen), general partnerships (vennootschappen onder firma) and limited partnerships (commanditaire vennootschappen) or similar foreign partnerships or legal persons.
Membership of the Association is open to all operators of centres that meet the required membership criteria as fixed at any time by the members in General Assembly.
There are four different categories of membership. These are:
- Full membership. This membership is open to all operators of historic conference centres that:
- are located in a unique building (approx. one hundred years old);
- whose core activity is holding conferences;
- have a professional management and a price structure;
- operate year-round.
- Associate membership: This membership shall be open to those owners or representatives of venues and structures that are also historic in nature however lack one or more of the criteria to obtain full membership of the association.
- Strategic membership: This membership is open to any strategic business partner that is not a historic centre but provides support services to the meeting industry, such as travel agencies, professional congress organizers (PCO), publishers, audio visual companies, etc.
- Honorary membership: is only possible at the invitation of the Association's Board of Directors
The Board shall keep a register in which is recorded all the names and addresses, and in the case of natural persons the dates of birth, of all members.
Article 4. ADMISSION
- Applications for membership must be submitted in writing.
- The Board of Directors shall decide on admissions.
- When an applicant is admitted, the new member shall be entered in the register of members.
- The Board of Directors shall give notice of rejection of an application by registered letter.
Article 5. EXERCISE OF MEMBERSHIP RIGHTS
Membership shall be exercised:
- by natural persons themselves and/or
- in the case of a legal person or partnership, general partnership, limited partnership or civil partnership or of a foreign partnership or legal person, by their representative.
Article 6. DURATION OF MEMBERSHIP
- Membership shall commence as soon as the annual contribution for a year's membership and the admission fee for the first year has been received.
- Membership shall be valid for an initial period of three years, after which it will be automatically renewed for subsequent periods of one year, or for periods as fixed at any time by the members in Annual General Assembly.
Article 7. TERMINATION OF MEMBERSHIP
- Membership of the Association will be automatically renewed each year subject to the provisions of Article 6(2), but shall terminate:
- on a member's death. If the member is a legal person or partnership, its membership shall terminate when it ceases to exist.
- on a member's resignation, having due regard for the provisions of Article 6(2).
- on cancellation by or on behalf of the Association. Membership may be cancelled when a member ceases to comply with the membership requirements laid down in the Articles and internal rules and regulations, as well as when the Association cannot reasonably be required to allow the membership to continue.
- by expulsion. A member can only be expelled for contravening the Articles, internal rules and regulations or decisions of the Association, or for causing harm to the Association.
- Notice of resignation by a member must be given by registered letter addressed to the head office not less than eighteen months prior to the intended date of termination, which date must at all times be the end of the financial year, on condition that the member has paid in full all membership contributions and any other monies owing to the Association.
- When a member centre is dissolute and ceases to exist.
- A member may lodge an appeal with the Members in Board of Directors against a decision of the Association to cancel its membership or to expel it within one month of receiving notice of the decision.
The Board shall to this end notify the member in writing with the least possible delay, stating reasons.
During the appeal period and pending the appeal the member shall be suspended until the next Annual General Assembly, which decides about the continuation or discontinuation of membership.
- Even if membership terminates in the course of an Association year, the full annual contribution shall remain payable.
Article 8. FINANCIAL CONTRIBUTION
- Members shall be obliged to pay an annual contribution, the size of which shall be fixed by the Members in Annual General Assembly. The Members in Annual General Assembly may decide that given categories of member shall pay different contributions.
- The Members in Annual General Assembly may decide that on their admission members must pay a registration fee.
- The Board shall be authorized in special cases to grant a full or partial exemption from financial obligations.
Article 9. OBLIGATIONS AND RESPONSIBILITIES OF MEMBERS:
Obligations and responsibilities linked to membership shall be set out in the Association's internal rules and regulations. Members are obligated to act accordingly to rules and regulations.
Article 10. THE BOARD OF DIRECTORS (BOD)
- The Board of Directors, composed of full members, shall direct the Association.
- The Board shall consist of not less than five and not more than nine members and shall comprise a chairman (president), one ore two vice-chairmen (vice presidents), one treasurer and one secretary.
- Candidates will be accepted for their election, after their nomination has been received by the head office.
- Three weeks prior to the Annual General Assembly (together with the agenda) the names of the candidates will be disclosed to the members.
- Directors and the chairman shall be elected by the full members in Annual General Assembly.
- Out of the Board of Directors the chairman (president) will be elected by members out of the category full members during the Annual General Assembly.
- The Directors shall decide their responsibilities among themselves at the first meeting after they have been appointed to the Board.
- Directors shall be elected for a period of two years and may be re-elected. Anyone appointed to fill a temporary vacancy shall assume the position on the retirement schedule of the person retiring.
- The term of the chairmanship is a two years time and the chairman may be re-elected on expiry of this period for another two year time period. Following this period the chairman may be elected as member of the Board of Directors.
- When a member of the Board of Directors leaves before the 2 years time, the Board of Directors has the right to replace the leaving member with a candidate of their choice until the end of the 2 year term.
- Any Director can be dismissed at any time by a resolution of the Full members taken by a majority of not less than two thirds of the votes cast.
- Any Director can be suspended at any time by a joint resolution of the other Directors. A suspension that is not followed within three months by a decision to dismiss the Director shall terminate on expiry of this period.
- The first Board of Directors shall be nominated in this deed.
Article 11. REPRESENTATION
The association shall be represented by the Board of Directors, or by the chairman and the vice-chairmen together. The chairman has the right to name two Directors, acting jointly to represent the Association.
Article 12. DUTIES OF THE BOARD OF DIRECTORS
- Subject to the constraints imposed under the Articles, the Board is charged with directing the Association.
- Even if the number of Directors falls below the minimum number stipulated in the relevant Article, the Board shall remain competent.
- The Board is authorized to delegate certain of its duties under its responsibility to committees.
- The Board shall be authorized to appoint an Executive Director (Manager) whose powers and duties shall be set out in a job description.
- Having due regard for the provisions of paragraph 6, the Board shall be authorized to enter into contracts for the purchase, sale and charging of goods subject to registration and to enter into contracts under which the Association undertakes to act as guarantor or joint and several debtor, to warrant performance by a third party or undertakes to provide security for the debt of a third party.
- The Board requires the consent of the Members in the General Assembly for decisions
- to enter into contracts under which the Association is granted a bank loan.
- to lend as well as to borrow monies, which does not include making use of a loan granted to the Association;
- to make out of court settlements;
- to take action in the courts, including conducting arbitration proceedings, but excluding the taking of protective measures and legal steps that cannot be delayed;
Article 13. BOARD MEETINGS
- The Board of Directors shall meet at least twice a year.
- Notices convening the meetings shall be sent by post, giving not less than twenty-one days' notice.
- The meetings shall be chaired by the chairman of the Board or, in his absence, by one of the vice-chairmen.
- Votes taken at Board meetings must be taken by a majority, subject to the provisions of Article 22.
Article 14. POSTAL VOTES OR VOTING PER E-MAIL
- The Board of Directors may in certain circumstances permit decisions to be taken by post or e-mail.
- At least seventy percent of the full members must cast their vote by post or e-mail for the decision to be valid.
- Postal or e-mail votes shall be equally as effective as votes cast at a regular General Assembly.
Article 15. ANNUAL REPORT
- The Association year shall run concurrent with the calendar year.
- The Board has a duty to keep accounts of the Association's assets and liabilities in such a way that it is possible at any time to ascertain its rights and obligations from these accounts.
- The Board shall submit its annual report at the Annual General Assembly held within six months of the end of the financial year, unless this period is extended by the Members.
- To account for its management activities in the preceding financial year, submitting a balance sheet and a statement of income and expenditure. On expiry of this period, each Full member has the right to demand these accounts from the Board of Directors.
- Adoption of the annual financial statements by the Full members in Annual General Assembly shall serve to discharge the Board of Directors and the Executive Director from liability for its management activities in the relevant Association year.
- The Board has a duty to keep the documents referred to in paragraphs 2 and 3 for a period of ten years.
Article 16. FINANCIAL CONTROLLING & AUDIT COMMITTEE
- The Members in Annual General Assembly shall each year appoint a financial controller (audit committee) of not less than two members, who may not be members of the Board of Directors. This committee shall examine the accounts prepared by the Board and shall report its findings to the Members in Annual General Assembly.
If requested the Full members can ask that the annual financial statements has to be audited by an expert as referred to in Section 2:393(1) of the Netherlands Civil Code (a Dutch registered accountant (Registeraccountant) or an Accounting Consultant).
- If the audit of the accounts requires specialist accounting knowledge, the audit committee may avail itself of the services of an expert, which has to be approved by the Annual General Assembly.
- The Board of Directors has the duty to furnish the committee with all the information it requests, if necessary to show it the cash in hand and securities and to allow it to inspect the Association's books and documents.
Article 17. STRATEGIC PLAN/ESTIMATE
- The Board of Directors shall prepare a strategic plan indicating the activities to be undertaken in the next financial year and the manner in which they are to be undertaken.
The plan must also contain an estimate of the cost involved.
- The Board of Directors shall submit the plan and estimate to the members for its approval.
Article 18. GENERAL ASSEMBLY
- In the Association all powers not assigned by the law or these Articles to the General Assembly or another organ shall be vested to the Board of Directors.
- A General Assembly - the Annual General Assembly (AGA) - shall be held each year within six months of the end of the financial year.
- General Assemblies shall be convened by the Board. The notice convening the meeting shall be sent to the addresses of the members as recorded in the register of members, giving not less than six weeks notice including a draft agenda.
- The notice shall specify the business to be transacted, without prejudice to the provisions regarding alteration of the Articles.
- Full members have the right to request agenda points these must be received five weeks prior to the General Assembly by the Head office. The Board of Directors has the right to reject these requests. The Full member may rise the agenda points during the assembly under the point Miscellaneous.
- Three weeks prior to the General assembly the final agenda is send to all members.
- The following business shall be conducted at the Annual General Assembly:
- the annual accounts and reports referred to in the Article on the annual financial statements plus the notes to the accounts and the report of the audit committee.
- The appointment of an audit committee as referred in article 16.
- the filling of any vacancies (elections)
- General Assemblies shall be chaired by the chairman or one of the vice chairmen of the Board of Directors. If both do not show up, the other Directors shall appoint one of their numbers to chair the meeting.
- Other General Meetings shall be held as often as the Board deems them necessary.
- In addition, the Board has a duty to convene a General Meeting within six weeks at the written request of at least two thirds of full members. If the Board fails to comply with this request within fourteen days, the parties requesting the meeting may themselves proceed to convene the General Meeting by giving notice of the meeting in the manner provided in these Articles.
Article 19. ADMISSION AND VOTING RIGHT
1. All members of the Association and all Directors may attend General Assemblies. Directors and members who have been suspended may not attend these meetings. Contrary to the preceding sentence, suspended members may attend the General Assembly at which the decision to suspend them is to be discussed and they shall have the right to address the meeting.
2. Decisions on the admission of persons other than those referred to in paragraph 1 shall be taken by the Board of Directors.
3. Every non-suspended full member of the Association is entitled to one vote.
4. A full member may cast his vote through another full member authorized in writing to do so.
As an authorized representative, a full member may not cast more than two votes.
Article 20. VOTING AT GENERAL MEETINGS
Unless provided otherwise, decisions of the Full members in General Assembly shall be adopted by a simple majority of the votes cast. The voting will be held in secrecy unless the General Assembly decides otherwise.
Article 21. ALTERATION OF THE ARTICLES, TERMINATION
- A proposal to alter the Articles or to terminate the Association can only be adopted by a majority of two thirds of the votes cast at the Annual General Assembly or a specially convened General Assembly at which not less than three quarters of the members are present or represented.
If the number of Full members present or represented at the relevant meeting, concerning the termination of the association, does not constitute a quorum, a subsequent meeting may adopt a valid proposal on the same subject irrespective of the number of members present or represented, provided this meeting is held no sooner than two and no later than six weeks after the meeting for which there was no quorum and provided proposals are adopted by the majority of votes required for that proposal.
- The parties convening the General Assembly for consideration of a proposal to alter the Articles or to terminate the Association shall place a copy of the proposal incorporating the proposed alteration verbatim in a suitable place for members' inspection at least 3 weeks prior until the end of the day the meeting is held.
- An alteration of the Articles shall not come into effect until a notarized deed containing the alteration has been drawn up. Every Director shall be independently authorized to sign this instrument.
- Following a decision to terminate the Association, the Board shall be responsible for its liquidation.
- Any surplus following liquidation shall accrue in equal shares to those persons that were full members at the time the proposal to wind up the Association was adopted. The proposal to terminate the Association may consider the surplus for a different purpose.
- Members shall at no time be liable for any deficit.
Article 22. QUORUMS
Before a meeting may commence, there must be a quorum of the members present - for General Assemblies as well as for Board meetings.
Fifty percent plus one of the Directors (rounded up) shall constitute a quorum for a regular meeting.
Fifty percent plus one of the members entitled to vote a General Assembly shall constitute a quorum for a regular meeting.
If at the time a planned meeting is to commence there is no quorum of the expected Directors or Full members, the meeting shall be adjourned for half hour, after which it shall be deemed to be a regular meeting in accordance with the provisions and stipulations of these Articles - irrespective of the number of members present - subject to the provisions of Article 21 concerning alteration of the Articles and terminating of the Association.
Article 23. CAPITAL
The Association shall raise the capital to finance its activities through membership fees, sponsorship and promotional activities. The Association is a non-profit organization and all revenues generated shall be used to finance its objects.
The Association's assets may also consist of gifts, testamentary dispositions and specific legacies, interest, contributions from third parties, grants and other income.
Article 24. LANGUAGE
Meetings shall be conducted in English unless the Board decides otherwise. Official communications and minutes of meetings shall be in English.
In conclusion, the parties appearing stated that the first Board of the Association will be composed of:
- Mr. Walter Straub
- Mr. Michel Jean Pierre Maugé
- Mr. August Herbert Moderer
- Mr. Lindenbergh
- Mr. Peter Fenech
The Board of Directors, named under 1, 2, 3, 5 agreed to establish the association on present papers, their appointment as members of the board and the required registration at the chamber of commerce, in written form.
The persons appearing before me are known to me, civil law notary.
This deed was signed in Amsterdam on the date given at the head of the document.
After they were informed of the substance of the present deed and its contents had been explained to them, both parties declared that they had acquainted themselves with its contents and did not require the deed to be read out in full.
Then, after selected passages had been read out, the persons appearing and I, civil law notary, immediately signed the instrument.