Milliongenerations:Charter of the Foundation
A notary in Utrecht, The Netherlands, has drafted a charter in September 2008. The draft (in Dutch language) is currently reviewed and potential improvements are discussed. Support and thoughts on the charter and organization of the foundation are welcome, so are people who want to be active members.
Key concepts of the charter/statutes (translated from Dutch):
1.1 Name: Stichting MillionGeneratons.org (=Dutch for "Foundation...")
1.2 Seat: Utrecht, The Netherlands
1.3 Foundation set up for indefinite period
- tbd: better to limit the foundation to 1 generation / 25 years?
2. Objective/Goal The foundation has the objective to create a platform/environment to draw attention to the question: What is a sustainable society?
- tbd:
- better to explain the objective in detail or
- only rough description: "to increase the chances of existence for future generations via "
- "to maximize happiness" (that may be rather too open and is less likely to convince tax authorities of the beneficial nature of the effort)
3. Assets
The assets of the foundation shall consist of
3a subsidies and donations;
3b gifts, inheritances, legacies;
3c all other acquisitions (? Dutch: verkrijgingen) en benefits
4. Governing board
4.1 The governing board (Dutch: bestuur) of the foundation consist of at least one member.
- at least three?
The number of members of the board is determined by the governing board with common votes.
An incomplete board retains its powers.
4.2 The board votes (in case it consists of several people) from its members a chairman, secretary and treasurer, who together form the executive board (“dagelijks bestuur”). The functions of secretary and treasurer can be held by the same person.
4.3 A member of the board is appointed for an indefinite period unless the appointment determines a term limit. A resigned member can be re-appointed immediately.
4.4 If a vacancy is created in the board, the remaining board members will determine a successor within two months with general votes.
4.5 Board members receive only a compensation for their expenditure and a not excessive holiday pay. They may be paid for executive tasks.
5.1 The board is charged with governing of the foundation.
5.2 The Board is empowered to enter agreements to buy, … and give guarantees.
5.3 The decisions for 5.2 have to be taken with general votes of all active board members.
6.1 The foundation is represented by the entire board or by two members of the executive board acting in unison.
6.2 The board may appoint one or more authorized representatives with or without the title “director”
7. The membership in the board ends 7a with death 7b with loss of power to use one’s assets 7c with a written letter of resignation 7d by dismissal by decision taken with the general vote of all other active members of the board • clarify: requires votes of all others or requires majority of votes of all members (including dismissed), simple majority of all other does not seem sufficient 7d by dismissal on the grounds of Art 298 book 2 of the “Burgerlijk Wetboek”
Article 8 Fiscal year
8.1 The fiscal year of the foundation is the calendar year
8.2 The board has the duty to draw up a balance and profit and loss statement annually within six months of the end of a fiscal year
8.3 The board may have these documents checked by an accountant to be named by the board before adopting them
9. Assemblies
9.1 In each fiscal year the board holds at least one board meeting to adopt the balance and profit and loss statement of the previous fiscal year
9.2 Additionally, the board meets if … a member of the board deems it necessary
9.3 The invitation to a board meeting is performed by the chairman or his replacement with a notice of at least seven days, not counting the day of notice and the day of the meeting.
9.4 Minutes will be taken of the discussions during the meeting by the secretary or another person present. The minutes will be adopted and signed by those who acted as chairman and secretary during the meeting
9.5 The board can take valid decisions only if the majority of its active members is present or represented during the meeting.
9.6 The board can take decisions also outside a meeting with the general votes of all active members.
9.7 Each member of the board has one vote
9.8 All board decisions will be taken with the complete majority of all valid votes cast unless otherwise determined by the charter.
9.9 A member of the board can be represented in a meeting by a fellow board member authorized in writing
10. Rules
10.1 The board may adopt rules where issues not mentioned in this charter are determined.
10.2 The rules may not be in conflict with this charter or the law
10.3 The board may change or render void the rules at any time.
11. Changes of the charter and discharge
11.1 The board may change this charter. The decision can be taken only with the general votes of all active members of the board.
11.2 The change has to be invoked by deed of a notary to be valid. Any board member is authorized to initiate this deed.
12. 12.1 The board is authorized to dissolve the foundation. For this decision 11.1 is applicable.
12.2 The foundation continues to exist as long as necessary for the settlement of its assets.
12.3 The settlement is determined by the board.
12.4 During the settlement the charter remains in force as far as possible
12.5 Any remaining net assets of the dissolved foundation will be used as far as possible for the objective of the foundation
12.6 After completion of the settlement the books and decisions of the dissolved foundation will remain with the youngest of those perfoming the settlement
13. All issues determined neither by law nor this charter are decided by the board.
Founding members of the board….
Seat of the foundation ….
<note of notary>
