The Power TO Win Foundation

Article 1
Definitions

In these articles of association:
- ANBI: public benefit organization as referred to in Article 5b of the General Law on State Taxes. - Policy plan: document drawn up and kept up-to-date by the Board that provides at least insight into the work that the Foundation is doing, the way in which the Foundation raises money, the management and the use of the assets of the Foundation. - Board: the Board of the Foundation; - BW: the Civil Code; - Electronic: a legible and reproducible message sent electronically; - Annual statements: the balance sheet and the statement of income and expenditure and an explanation thereof; - In writing: by letter, fax or e-mail, or in the case of a message that is conveyed via another common means of communication and can be received electronically or in writing, provided that the identity of the sender can be determined with sufficient certainty; - Foundation: the legal entity to which these articles of association relate. Defined terms can be used singularly or singularly without loss of meaning.

 

Article 2
Name and seat

1. The Foundation is named: Power to Win Foundation. 2. The Foundation has its seat in the municipality of Midden-Groningen.

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Article 3
Goal, assets

1. The Foundation aims to build a new Africa by offering equal opportunities for future generations by improving educational opportunities for every less privileged African child. The objectives of the Foundation are based on the principles of equal treatment and realistic evaluation of individual performance. 2. The Foundation tries to achieve its goal by: a. Assisting the development of disadvantaged children and capable young millennials by offering equal opportunities based solely on their professional skills, sponsoring their education, professional training and creative development ; b. provide financial help to other orphanages and needy families; c. setting up a social welfare organization that will help rehabilitate children in need, especially the orphans and disadvantaged children. In order to achieve the aforementioned goals, the Foundation works regularly with organizations, institutions, companies and individuals to provide financial support and to ensure that scholarships (education subsidies) are granted on a non-discriminatory basis. The Foundation can pursue its goal with all legitimate means. 3. In order to achieve its objective, the Foundation may also make distributions to (other) bodies that are recognized as ANBI. 4. The Foundation has no profit motive. 5. The assets of the Foundation will consist of: - subsidies, donations and other contributions; - donations, inheritances and legacies; - all other acquisitions and benefits.

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Article 4
The board

1. The Board of the Foundation consists of a number of at least three persons to be determined by the Board. An incomplete board retains its powers. 2. Directors are appointed by the Board. If the vacancy is not provided within six months after the occurrence of a vacancy, the court may provide for this in accordance with Section 2: 299 of the Netherlands Civil Code. 3. The Directors distribute the management positions, including those of chairman, secretary and treasurer, among themselves. The functions of secretary and treasurer can be fulfilled by one person. 4. The director of the Foundation can not be appointed: a. The person who has been dismissed by the court five years or less prior to the intended appointment as director of a foundation; b. the person who has been convicted by criminal law for incitement to hatred or the use of force four years or less prior to the intended appointment;
5. Directors are appointed for an indefinite period. 6. A director resigns: a. Due to his death; b. because he is declared bankrupt, he is given statutory debt restructuring, he is placed under guardianship or an adult's regime is established for one or more of his assets; c. by dismissal by the court pursuant to Section 2: 298 of the Dutch Civil Code; d. by his dismissal by the Board in an administrative decision to that effect, taken in a meeting in which all other directors in office have resigned before his resignation. 8. The directors receive no remuneration for their work. They are entitled to reimbursement of the costs actually incurred by them in the performance of their duties.

 

Article 5
Tasks and powers of the Board

1. The Board is charged with the management of the Foundation. 2. The Board is authorized to resolve to enter into agreements for the acquisition, alienation and encumbrance of registered property. The Board and the directors are authorized to represent the Foundation in respect of legal acts referred to above in accordance with the provisions of Article 7. The Board is not authorized to resolve to enter into agreements, whereby the Foundation undertakes to be a guarantor or joint and several co-debtor, to make a third party strong or to provide security for a debt of another party. 3. Foundations may only be accepted by the Foundation under the privilege of inventory. 4. The Board is authorized to adopt one or more regulations, in which matters to be determined by the Board are regulated. A regulation may not be in conflict with the articles of association. The Board is authorized at all times to amend or withdraw the regulations. 5. The Board shall draw up a Policy Plan that provides at least insight into the activities of the Foundation, the method of fundraising by the Foundation, the method of asset management and the manner of capital expenditure of the Foundation. The Board ensures that the Policy Plan remains up-to-date. The Board also draws up an integrity plan.

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Article 6
Meetings and decision making

1. The board meetings are held in the municipality in which the Foundation has its registered office or in another place, determined by the chairman and communicated in the convocation. 2. Board meetings are held as often as the chairman deems necessary or at least two of the other directors request the chairman, but at least four times a year. 3. The meeting shall be convened by the chairman, or on behalf of the secretary, at least seven days in advance, not counting the day of the convocation and that of the meeting. The convocation shall take place in writing and shall state, apart from the place and time of the meeting, the items to be dealt with. 4. As long as all directors present in office are present at a board meeting, valid resolutions can be passed on all subjects coming up for discussion, provided it is unanimous, even though the regulations for the convening and holding of meetings set by the articles of association are not in force. eight. 5. The meetings are led by the chairman of the Board; in his absence, the meeting appoints its chairman. 6. Minutes of the proceedings in the meetings shall be held by the secretary or by one of the other attendees, as requested by the chairman. The minutes are adopted and signed by those who acted as chairman and secretary in the meeting. 7. The Board may only take valid resolutions in a meeting if the majority of the members in office are present or represented at the meeting. A director may be represented at the meeting by a co-director on submission of a Written, sufficient proxy at the discretion of the chairman of the meeting. A director can only act as a proxy for one co-director. If a proposal is made to dismiss a director as referred to in Article 4, paragraph 7, the director, whose resignation is concerned, can not take part in the vote and this director shall not count towards the calculation of the quorum, as determined in the first sentence of this paragraph. 8. The Board may also take decisions outside of a meeting, provided that this is done in Writing and all voting directors have agreed to this manner of decision-making. 9. Every director has the right to cast one vote. Insofar as these articles of association do not prescribe a larger majority, all board resolutions are passed by an absolute majority of the votes validly cast. The chairman's pronouncement in the meeting regarding the result of a vote is decisive. The same applies to the content of a decision taken in so far as a vote was taken on a non-Written proposal. If the correctness of the opinion is contested immediately after the opinion of the chairman has been pronounced, a new vote shall take place if the majority of the meeting or, if the original vote did not take place jointly or in writing, a person entitled to vote required it. Due to this new vote, the legal consequences of the original vote will expire. 10. All votes at the meeting shall be oral, unless the chairman or one of the persons entitled to vote first wishes to demand a vote by unsigned, closed notes. 11. Blank votes are considered not to have been cast. 12. In all disputes concerning voting, not provided for in the articles of association or regulations, the chairman decides.

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Article 7
Representation

The Foundation is represented by either the Board or two joint managing directors.

 

Article 8
Financial year and annual accounts

1. The financial year of the Foundation is equal to the calendar year. 2. The Board is obliged to keep records of the assets of the Foundation and everything relating to the activities of the Foundation, to the requirements arising from these activities, in such a way and to keep the books, records and other data carriers belonging to them in such a way. way, that the rights and obligations of the Foundation can be known at all times. 3. The Board is obliged to make the annual documents of the Foundation and prepare them on paper within three (3) months of the end of the financial year. 4. The Board may, before adopting the documents referred to in paragraph 3, have them examined by an accountant to be designated by him. 5. The annual documents are kept for at least the period prescribed by law. 6. The data recorded on a data carrier, with the exception of the paper balance sheet and the statement of income and expenditure, can be transferred and stored on another data carrier, provided that the transfer takes place with correct and complete representation of the data and during the entire storage period. be available and made legible within a reasonable time. 7. The Foundation publishes the Annual Documents, the main lines of the Policy Plan and the other information that an ANBI is obliged to publish, on the website of the Foundation, or - if the Foundation does not have a website - on an eligible other website.

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Article 9
Amendment to the articles of association  

1. The Board is authorized to amend the articles of association. 2. A resolution of the Board to amend the articles of association must be taken by a majority of at least three-fourths of the votes cast in a plenary meeting. If a meeting in which a proposal for an amendment to the articles of association is at issue is not complete, a second meeting will be convened, to be held no earlier than two and no later than four weeks after the first meeting. At this second meeting, irrespective of the number of present or represented directors, it is legally valid with regard to the proposal, as it was discussed at the first meeting, with a majority of at least three-fourths of the votes cast. 3. A copy of the proposal containing the verbatim text of the proposed amendment must be attached to the notice convening the meeting at which an amendment to the articles of association will be proposed. 4. A resolution to amend the articles of association shall only take effect after a notarial deed has been drawn up. Every director is authorized to execute the deed.

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Article 10
Dissolution

1. The Board is authorized to dissolve the Foundation. 2. The provisions of paragraph 2 of the previous article shall apply mutatis mutandis to the resolution of the Board to dissolve. 3. The decision on dissolution also establishes the allocation of the liquidation balance. The liquidation balance benefits an ANBI with a similar objective as the Foundation or a foreign institution that exclusively or almost exclusively aims at the public good and which has a similar objective as the Foundation. 4. After the dissolution, the liquidation will be effected by the directors. 5. After the liquidation has ended, the books and documents of the dissolved foundation shall remain with the person appointed by the liquidators for the period prescribed by law. 6. The provisions of Title 1, Book 2 of the Dutch Civil Code also apply to the liquidation.

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Article 11
Final provision.

1. In all cases not provided for in these articles of association, the Board decides within the legal frameworks. 2. The provisions of article 4 paragraph 4 sub b, article 4 paragraph 8, article 5 paragraph 5, article 8 paragraph 7 and article 10 paragraph 3 second sentence of these articles of association only apply if and as long as the foundation is recognized as ANBI.

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