Statutes

Name and registered office   

Article 1.

1. The foundation bears the name: Stichting VVL, veteranen voor Libanon. {Foundation VVL, veterans for Libanon}
2. It has its seat in Schalkhaar, municipality of Deventer.

Purpose and power

Article 2.

1. The foundation aims to:

1. Promote the friendship ties of the Dutch with Lebanon and Lebanese and promote the knowledge of the archaeological wealth of Lebanon in the Netherlands;
2. Supporte in the preparation and guidance of Unifil veterans on return trips. Supporte targeted relief operations to provide support and/or goods for or in Lebanon;
3. Promote Lebanon as a country and travel destination;
4. To perform all further actions that are related to the above in the broadest sense or may be conducive to it.

1. The assets of the foundation are formed by:
2. Grants and donations;
3. Gifts, inheritances and legacies;
4. All other acquisitions and benefits.
5. The foundation explicitly does not aim to make a profit.

Article 3.

1. The board of the foundation consists of an uneven number of at least five members, to be determined  by the board

A maximum of half of that number of adminitrators may be blood relatives or related to the founders.

1. Adminitrators are appointed and suspended by the board. The board can elect a chairman, a secretary and a treasurer from among its members. These functions cannot be combined.
2. The adminitrators shall be appointed for a maximum period of four (4) years. They resign according to a schedule to be made by the board. An adminitrator who resigns according to the timetable may be reappointed immediately, but no more than twice. The adminitrator appointed in an interim vacancy shall take the place of the person in whose vacancy he was appointed on the resignation schedule.
3. In the event of one or more vacancies on the board, the board retains its powers. However, the board is obliged to fill the vacancy(s) as soon as possible.
4. The adminitrators do not receive any remuneration for their management activities.

However, they are entitled to reimbursement of the costs incurred by them in the performance of their duties.

Task and powers

Article 4.

1. the board is charged with managing the foundation.
2. The board is not authorized to decide to enter into agreements for the acquisition, disposal or encumbrance of registered property, nor to enter into agreements in which the foundation commits itself as a guarantor or jointly and severally owed debtor, makes a strong case for a third party or undertakes to provide security for a debt of another.
3. Successions may only be accepted under the privilege of inventory.

Board meetings

Article 5.

1. The meetings of the board are held in the municipality where the foundation has its seat. At least four (4) meetings shall be held each year.
2. An annual meeting of the board (the annual meeting) is held within six months of the end of the financial year, where in any case the determination of the balance sheet and the statement of income and expenses are discussed.

1. In addition, meetings shall be held when at least one adminitrator so requests, stating precisely the reasons and the subjects to be dealt with.
2. The convocation to a meeting shall be made in writing at least seven days in advance, excluding the day of the convocation and that of the meeting, on the understanding that the convocation period for a meeting in which a proposal to amend the articles of association or dissolution of the foundation is put on the agenda does not include the convocation period at least three weeks, the day of the convocation and that of the meeting,  amounts.
3. A convocation shall state, except for the place and time of the meeting, the subjects to be dealt with.
4. Meetings shall be chaired by the Chairperson. If he or she is absent, the adminitrators present provide for the management of the meeting. Until then, the meeting is led by the oldest adminitrator present in age.
5. The secretary takes minutes of the meeting. In the absence of the secretary, the note-taker is appointed by the person who leads the meeting. The minutes shall be adopted and signed by those who chaired and recorded the meeting. The minutes are then kept by the secretary.
6. Access to the meetings of the board are open to the adminitrators in office and those invited to do so by the board.

Decision-making

Article 6.

1. The board can only take decisions in a meeting if the majority of the administrators in office are present or represented. An adminitrator may be represented at a meeting by another administrator after a written power of attorney has been issued at the discretion of the chairman of the meeting. An administrator can only act as a proxy for one other administrator. If the majority of the administrators in office are not present or represented in a meeting, a second meeting shall be convened, to be held no earlier than two and no later than four weeks after the first meeting. In this second meeting, regardless of the number of administrators present or represented, it may be decided on the topics that were placed on the agenda at the first meeting. When convening the second meeting, that must be stated, and why a decision can be taken regardless of the number of administrators present or represented.
2. As long as all administrators in office are present at a meeting, valid resolutions may be taken on all subjects raised, provided that they are unanimous, even if the rules for calling and holding meetings laid down in the articles of association have not been observed.
3. The board can also take decisions outside the meeting on all subjects discussed, including those for amendments to the articles of association and dissolution, provided that they are in writing and unanimously. The secretary shall draw up an account of a decision taken in this way, which shall be kept after co-signature by the Chairman.
4. Each administrator has the right to cast one vote. Insofar as these articles of association do not prescribe a larger majority, board decisions are taken by an absolute majority of the votes validly cast.
5. All votes in a meeting shall be held orally, unless one or more administrators require a written vote before the vote. Written votes shall be taken on unsigned, closed notes.
6. Blank votes are considered not to have been cast.
7. In all disputes concerning votes, the chairman of the meeting shall decide.

End of board membership

Article 7.

The board membership of an administrator ends:

1. By death of the administrator or, if the administrator is a legal person, by its dissolution or if it ceases to exist;
2. By loss of the free management of the administrator’s assets;
3. By resignation of the administrator, whether or not in accordance with the resignation schedule referred to in Article 3 paragraph 3;
4. By dismissal granted by the joint other administrators;
5. By dismissal on the basis of the provisions of Article 2:298 of the Dutch Civil Code.

Representation

Article 8.

1. The board represents the foundation.

1. The power of representation shall also belong to the chairman together with the secretary, or the chairman together with the treasurer, and in their absence their alternate appointed by the board from among his number.
2. An act contrary to Article 4 paragraph 2 can be appealed against third parties.

Financial year and annual accounts

Article 9.

1. The financial year shall be equal to the calendar year.
2. The board is obliged to keep records of the financial status of the foundation and of everything concerning the activities of the foundation, according to the requirements arising from these activities, in such a way and to keep the corresponding books, documents and other data carriers in such a way that the rights and obligations of the foundation can be known from them at all times.

1. The board is obliged to draw up the balance sheet and the statement of income and expenses of the foundation annually within five months of the end of the financial year, to draw it up on paper and to determine it within one month after this period. These documents are signed by the administrators. If one or more administrators are missing, this will be reported stating the reason. The board may have the balance sheet and the statement of income and expenses examined by a chartered accountant, accountant-administration consultant or another expert within the meaning of Article 2:393 of the Dutch Civil Code appointed by the board. This expert then reports on his investigation to the board and displays the results of his investigation in a statement about the veracity of the documents referred to in the previous paragraph. This assignment may also be granted to an organisation in which chartered accountants and/or accountants-administration consultants within the meaning of Article 2:393 paragraph 1 of the Dutch Civil Code work together.
2. The board is obliged to keep the books, documents and other data carriers referred to in the previous paragraphs for seven years.
3. The data affixed to a data carrier, with the exception of the paper balance sheet and statement of income and expenses, may be transferred and stored on another medium, provided that the data are carried out with a correct and complete representation of the data and that these data are available throughout the retention period and can be made legible within a reasonable time.

Regulations

Article 10.

1. The board is authorized to adopt regulations in which the subjects are regulated that, in the opinion of the board, need (further) regulation.
2. Regulations may not conflict with the law or these statutes.
3. The board is authorized to change or terminate regulations.

Amendment

Article 11.

1. the board is authorised to amend these articles of association. A resolution to amend the articles of association must be taken unanimously at a meeting in which all directors in office are present or represented. If not all directors in office are present or represented at this meeting, a second meeting shall be convened, to be held no earlier than four and no later than six weeks after the first meeting. At this second meeting, if the majority of the directors in office are present or represented, it may be decided on the amendment of the articles of association. When convening the second meeting, it must be stated that and why a decision can be taken if the majority of the administrators in office are present or represented.
2. The amendment must be made by notarial deed on pain of nullity. Each administrator individually is authorised to execute the relevant deed or have it executed.
3. The administrators are obliged to deposit an authentic copy of the amendment and the amended articles of association at the offices of the trade register.

Dissolution and liquidation

Article 12.

1. The board is authorized to dissolve the foundation.
2. The provisions of Article 11 paragraph 1 shall apply mutatis mutandis to the decision of the Board to dissolve.
3. If the board decides to dissolve, a depositary of books, documents and other data carriers shall be appointed and the destination of the liquidation balance shall also be determined, taking into account the last sentence of this paragraph. In other cases of winding-up, the allocation of the liquidation balance shall be determined by the liquidators, taking into account the last sentence of this paragraph.

A liquidation balance is spent for the benefit of a public benefit institution as referred to in Article 5b of the General Law on State Taxes with a similar objective as the foundation or of a foreign institution that exclusively or almost exclusively aims at the public benefit and that has a similar objective.

1. After dissolution, the liquidation takes place by the administrators, unless in the decision to dissolution others have been appointed liquidators.

1. the depositary of books, documents and other data carriers must keep the books, documents and other data carriers of the dissolved foundation for seven (7) years after the liquidation.
2. Moreover, the provisions of Title 1, Book 2 of the Dutch Civil Code apply to the liquidation.

Final provisions

Article 13.

1. in all cases, where both the law and these articles of association do not provide, the board decides.
2. In these articles of association, written means any message conveyed via the usual communication channels, of which a written document appears.