Name and settlement.

Article 1

  1. The society bears the name “Dukenet”, International Network of Institutes of Higher Education in the fields of Marketing, International Management and Business Languages
  2. The society is established in the municipality of ‘s‑Hertogenbsoch.

Objective

Article 2

  1. The society’s objective is to offer exchange programs for students of marketing, international management and / or business languages at any institute which is a member of the society.

Exchanges will take place within the institutes, member of the society, by which students have the opportunity to follow (a part of the studies) at another institute without loss of time and moreover all that is related directly or indirectly and beneficial, in the widest sense of the word.

  1. It tries to achieve this objective by offering study programs in Higher Education for students and staff of the member institutions for supporting / promoting an international business career.

Duration

Article 3

The society is founded for an unlimited period of time.

Society year

Article 4

The society year is parallel / equal to the financial year.

Membership

Article 5

  1. Members are institutions of Higher Education in the fields of marketing, international business and business languages.
  2. Members need to have reported themselves candidate member and are, after approval of membership by the other members, admitted as such to the society.
  3. The board keeps a register of members, in which names, addresses and countries of origin of the members are reported, as well as  stating the date of admittance to the society.

Article 6

  1. Membership ends
  2. by dissolution of the member;
  3. by cancellation by the member;
  4. by cancellation by the society;
  5. by expulsion.
  6. Cancellation of membership by the member can only be done by the end of the society year, provided that it is done in writing and respecting the cancellation period of at least three months.

However immediate cancellation of membership is possible

  1. if within reason it is impossible to require continuation of membership;
  2. within a month after which a decision, by which rights of the members have been limited or their obligations have been enlarged, has become known to the member or has been reported to the member, unless a change in financial rights and obligation is concerned;
  3. within a month after which a decision about an alteration of the society into an other legal form has been notified.

If cancellation has not been notified within the appropriate time limit, membership will continue until the end of the next society year.

  1. Cancellation of membership by the society can (also) only happen towards the end of the society year. Cancellation is carried out by the board, written and respecting the cancellation period of three months at least.

Cancellation of membership by the society can only take place if within reason it is impossible for the society to continue membership.

If cancellation has not been carried out timely, membership will last until the end of the next society year.

  1. Expulsion of membership can only be declared if a member acts in violation with society’s statutes, regulations or decisions, like amongst others in case that, in spite of payment reminders, the yearly fee is not paid at all or timely or if the member harms the society unreasonably.

Expulsion is carried out by the board, who informs the member involved at shortest notice, stating the reason(s) of expulsion. The member involved is entitled to appeal to the general assembly / annual conference, within a month of receipt of the notification of cancellation.

During the period for appeal and pending the appeal the member will be suspended.

General Assembly / annual conference can only decide for expulsion, by a decision taken on that matter, with a majority of two – third of the votes.

  1. If a membership ends within a society year the yearly contribution for the whole year is compulsory.

The board can suspend a member, who violates the statutes, regulations or decisions or  harms the society unreasonably, for a period of six (6) months the longest.

Appeal against the suspension is possible at the general assembly / annual conference.

The same applies for expulsion, mentioned in paragraph.4.

CAPTITAL /  FINANCES

Article 7

  1. The finances of the society exist of the yearly fees by the members, testamentary disposition, legacy and other income.
  2. Testamentary dispositions can only be accepted under the privilege of inventory.
  3. Every member is obliged to pay the yearly fee, which amount is decided upon by the annual conference, on proposition by the board.

BOARD

Article 8

  1. The board consists of at least one to a maximum of three members, who choose from their midst a chairman, a secretary and treasurer
  2. Members of the board are appointed by the general assembly / annual conference from the members of the society.
  3. If a member has been appointed member of the board, the member involved will appoint a natural person and possibly a substitute to be present at the board – without obligations and consultation- to participate in the deliberations and take a vote on behalf of the member.
  4. Members of the board, but also the natural person appointed by the member, can be suspended or terminated by the general assembly / annual conference, stating the reason at any time. In case of suspension and termination the general assembly / annual conference decides with a majority of two-third of the votes.
  5. If, in case of suspension of a member of the board or the natural person, appointed by a member, the general assembly / annual conference has not decided for termination within a period of three months, suspension ends. The suspended member or the natural person, appointed by the member, has the possibility to account for at the general assembly / annual conference and is entitled to be supported by a counselor.
  6. Members of the board, or the natural person, appointed by the member, are appointed for a period of four (4) years maximum. In this respect a year is seen as a period between two successive Annual Conferences. Members of the board, or the natural person, appointed by the member resign according to a schedule, to be drawn up by the board. Members of the board, or the natural person, appointed by the member are eligible for immediate reappointment.
  7. Existing vacancies are filled up as soon as possible. An incomplete board preserves its authority.

Article 9

  1. The board is responsible for governing the society. The board can, until further notice, delegate tasks and authority by written power of attorney, to a daily board, if applicable.
  2. The board is, with exception from what has been mentioned in paragraph 3, also authorized to decide to make deals on acquisition, alienation or burden of register-bound goods and to make agreements through which the society commits itself to surety or individual co-debtor, or commits itself to guarantee for the debts of somebody else.
  3. The board requires approval of the general assembly / annual conference for decisions to enter into an agreement, as described in paragraph 2. Without this approval the society cannot be represented legally in these legal actions.

Article 10

  1. The board represents the society.
  2. The authority of representation also applies for two members of the board, acting collectively.
  3. The board can grant power of attorney to one or more members of the board, as well as to others, to represent the society within the powers of attorney constraints.

THE GENERAL ASSEMBLY

Article 11

  1. Admittance tot the general assembly is granted to the members, who have not been suspended, as well as to others who have been invited either by the board or the general assembly A suspended member has admittance tot the general assembly, in which the decision about suspension is addressed and is authorized  to speak about the issue.
  2. In case of a general assembly each member appoints a natural person to be present at the general assembly, to participate in the deliberations and vote on behalf of the member, without obligation or consultation.
  3. The members mentioned before are entitled to take a vote. Each one of them has one vote. Everybody who is entitled to take a vote, can grant power of attorney in writing to an other member that is entitled to take a vote. Somebody entitled to take a vote can obtain the power of attorney from two other members for the max.
  4. A unanimous decision by all members, entitled to take a vote in the general assembly / annual conference, even if not in assembly, has, if taken with prior knowledge of the board, the same power as a decision taken during the general assembly / annual conference.
  5. The chairman / president decides on the way votes are taken during the general assembly / annual conference.
  6. All decisions, for which by law or statutes a larger majority has not been prescribed, are taken with absolute majority of the votes.

By strike of votes over affairs is the proposal rejected.  Suspend the votes with election of persons than decide the fate.  When by election between more than two persons through nobody an absolute majority has been obtained, a new vote takes place between the two persons, that the largest numbers vote got, as necessarily after revote.

Article 12

  1. The general assembly /annual conference is chaired by the president or, in case of his absence, the oldest present member of the board.

Is no member of the board present, than foresees the assembly herself.

  1. The opinion of the president that a decision has been made during the general assembly / annual conference is decisive.

The same counts for the content of a taken decision as far as were voted over a not  written proposal.

  1. Minutes of the issues addressed during the general conference / annual meeting are made by the secretary or an other person, appointed by the president.

These minutes will be determined in the same or in the next general assembly and to token of that by the chairman and the secretary of that assembly signed.

FINANCIAL YEAR

Article 13

  1. The financial year of the society goes from one July through thirty June. Every year a general assembly / annual conference is held. During this meeting the board reports about the state of affairs and conducted policy.

It presents the balance and a register of receipts and payments for approval by the general assembly / annual conference. The documents are signed by the members of the board. In case of lacking of a signature of one of them, this is being reported, stating the reason.

  1. The general assembly /annual conference can appoint a auditing committee to check the balance and register, as mentioned in paragraph 1. The members of this committee may not be members of the board.
  2. The board sends the documents, as mentioned in paragraph 1, to the auditing committee at least one month before the general assembly / annual conference, during which these documents are discussed. The auditing committee checks the documents and reports its findings to the general assemble / annual conference.
  3. The board is obliged to supply all required / demanded information to the auditing committee for the sake of her research, if desired show her the cash and value and insight into the bookkeeping and records of the society.
  4. If, according to the auditing committee, research requires specific accountancy knowledge the committee can be supported by an expert on charge of the society.

Article 14

  1. Apart from the general assembly / annual conference, as mentioned in the previous article, general assemblies are convened as often as the board thinks it necessary.
  2. On written request by at least such a number of members that is entitled to take one-tenth ( 1/10) of the votes during the general assembly , the board is compelled to convene a general assembly , which has to take place not later than four weeks after submitting the request.

If, after the convocation of fore mentioned assembly, has not taken place within fourteen days after receipts of the requests, the requestors themselves can take charge in convening the general assembly go over. They can also sorrow others than members of the board with the leadership of that assembly and the setting up of the minutes.

  1. Convening the general assembly is executed via a written announcement to the members entitled to vote, within a period of at least seven days. The convocation shows the issues to be addressed.
  2. If no written convocation has taken place, the general assembly can, nevertheless, take legitimate decisions, provided that at least such a number of members entitled to vote is present to take half of the votes that can be taken in a complete assembly and non of them, nor the board opposes the decision making.

If convocation of the general assembly happened within a shorter period of time than prescribed, the general assembly can however take legitimate decisions, unless at least one tenth of the members entitled to take a vote opposes to this. The issue mentioned in the first sentence of this segment is also applicable on decision making concerning issues which have not been mentioned on the agenda.

INVALIDITY AND POWER OF DEFEASIBILITY

Article 15

  1. A decision by an organ, conflicting with the law or statutes is invalid, unless from the law something else comes forward. An invalid decision lacks legitimacy / legal force.
  2. If a decision is invalid because it was taken in spite of the lack of a, by law or statutes prescribed action or announcement to others than the organ that took the decision, it can be legitimized by the other. If for the lacking action prerequisites are required, then this applies for the ratification too.
  3. Ratification is impossible after ending a reasonable period of time given to the other by the organ that took the decision or by the counterparty to which it was addressed.
  4. A decision of an organ is, without prejudice to the else where stated in the law about the possibility of defeasibility, de-feasible.:
  5. because of collision with previsions by law or statutes, prescribing the foundation of a decision;
  6. because it collides with reasonability and feasibility;
  7. because of collision with rules.
  8. The previsions mentioned in section 4, do not include the ones mentioned in section 2.
  9. The authority to request nullification of a decision ends a year after the day on which either sufficient publicity was given or an involved person was able to take notice of the decision or was informed about it.
  10. A decision, de-feasible on the base of article 15, section 4a, can be confirmed by a decision in that matter. For this decision the same requirements apply as for the decision which is to be confirmed. Confirmation is not possible as soon as a request for nullification has been submitted. In case the request is sustained, the nullified decision is regarded upon as taken by the later decision, unless from the import of the decision the contrarily comes forward.

CHANGE OF STATUTES

Article 16

  1. Changes of Statutes can only take place by a decision of the general assembly, which has been convened including the announcement that changes in Statutes are going to be proposed.
  2. Those who made the convocation for the general assembly concerning the change of statutes, have to present a copy of the proposition in which the proposed change is articulated, for inspection by the members on a suitable place until the of the day of the meeting.
  3. Changes of Statutes can only be decided upon by a majority of at least two-third of the legally taken votes of the general assembly.
  4. The Statutes change is effective after a notary deed has been passed. The board is obliged to have the change in Statutes passed.
  5. The Issues mentioned in the sections 1 and 2 of this article do not apply if during the general assembly all entitled to take a vote are present or represented and the decision to change the Statutes is taken unanimously.
  6. The board is compelled to present an authentic copy of the changed statutes for inspection at the trade register of the Chamber of Commerce.

DISOLUTION AND SETTLEMENT

Article 17

  1. The issues of article 16, sections 1,2,3, and 5 are also applicable on a decision of the general assembly to dissolute the society.
  2. The general assembly decides upon a destination for the finances, in case of a decision as mentioned in the previous section, which is in harmony with the objectives of the society as much as possible.
  3. The settlement is carried out by the board.
  4. After dissolution the society continues to exist, as far as necessary, for settlement of the finances. During settlement Statues remain valid as much as possible. In documents and announcements coming from the society, the words “In Liquidation” have to be added.
  5. The society stops / ceases to exist at the moment that no finances are known to be available to the society or to the settlers.

The settler(s) will state the ending at the in section 6 of article 16 mentioned register.

  1. Books and other documents of the society have to be preserved until ten years after settlement. The preserver is he who has been appointed as such by the settlers.

REGULATIONS

Article 18.

  1. The general assembly can decide upon or change one or more regulations, in which issues have been arranged, which have not or not completely been mentioned by the Statutes.
  2. Regulations may not contain previsions violating law or statutes.
  3. Previsions mentioned is article 16, sections 1,2, and 5 also apply to decisions to determine or change regulations.

FINAL ARTICLE

For the first time, on behalf of the Hogeschool ‘s‑Hertogenbosch, department of International Business and Languages, Mr. Antonius Hendrikus Gerardus Johannes Perlo takes seat as chairman.

ATTACHED DOCUMENTS

The following document has been attached to this deed:

–        a power of attorney.

CONCLUSION

The person appearing is known to me civil-law notary.

This deed was passed at ‘s-Hertogenbosch on the date first mentioned therein. The content of the deed was communicated and explained to the person appearing. The person appearing declared not to require the deed to be read out in full and to have taken cognizance of the content of the deed before its passing and to agree with its content.

Immediately after its limited reading the deed was signed by the person appearing and me, civil-law notary.