Office translation of EPIPA’s statutes. In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation, and if so, the Dutch version, which will be executed and deposited at the Commercial Register, will prevail.
Definitions of concepts.
The concepts used in these articles of association are defined below:
- Management Board:
the management board of the Foundation;
- Quality Requirement:
the quality requirement as specified in Article 5 paragraph 3 of the Articles;
- In Writing:
by letter, by telecopy, by e-mail or by message which is transmitted via any other current means of communication and which can be received electronically or in the written form, provided that the identity of the sender can be sufficiently established;
the articles of the Foundation as they will read at any given time;
the legal entity to which the Articles appertain;
The chairperson of the Management Board of the Foundation;
Name and official seat.
- The name of the Foundation is: Stichting European Platform of Intellectual Property Administrators.
- The Foundation has its official seat in the municipality of Eindhoven.
- The purpose of the Foundation is to enhance the cooperation between National Associations of Intellectual Property Administrators in Europe.
- In execution of the above-mentioned purpose, the Foundation may:
- gather and exchange experiences in the field of Intellectual Property and be a sparring-partner for international authorities at national and international level;
- promote the professional level of the Intellectual Property Administrators and see to its long term assurance through a training program, various courses and seminars;
- raise awareness and recognition of the profession “Intellectual Property Administrator”;
- develop an official certification of a professional education for Intellectual Property Administrators.
- In execution of the above-mentioned purpose the Foundation may take all actions, directly or indirectly related tot he above-mentioned purpose.
Funds and means
- The funds and means of the Foundation will be formed and created from:
- subsidies and other contributions;
- gifts, bequests and legacies;
- all other acquisitions and gains.
- The Foundation may accept bequests only with the benefit of inventory.
- The Management Board shall consist of a number of at least three (3) members, which Management Board members are appointed and dismissed by the board itself (co-optation).
- In deviation of the provisions of paragraph 1 of this Article the Management Board members shall be appointed the first time by (means of) present deed.
- Membership of the Management Board shall be extended to those who are board members of a national organization (with a maximum of two board members per national organization) concerned with the broadening and promotion of knowledge regarding all aspects of intellectual property rights with an emphasis on the administrative processes, hereinafter referred to as: the Quality Requirement.
- The Management Board shall elect out of its body a chairman, a secretary and a treasurer. If the Management Board consists of one member this member shall hold the positions of chairman, secretary and treasurer.
- The Management Board members shall retire in accordance with a schedule of retirement drawn up by the Management Board, with observance of a period of office of at least four years, with the exception of the members of the Management Board who have been appointed upon the incorporation of the Foundation; these members of the Management Board shall be in office for a period of four years and subsequently retire in accordance with a schedule of retirement drawn up by the Management Board, on which occasion a shorter period of office than four years may apply to them; Management Board members appointed to interim vacancies shall take the place of their predecessors on the schedule of retirement. Retiring Management Board members may be re-appointed twice.
- If one or more vacancies are created on the Management Board the remaining Management Board member sunanimously (or the sole remaining Management Board member) shall fill it or them by the appointment of one or more successor(s) within three months after the creation of the vacancy or vacancies.
- Should the Management Board have one or more vacancies then the remaining Management Board members or the sole remaining Management Board member shall nevertheless remain a lawful Management Board.
- If there is any disagreement among the remaining Management Board members about the appointment and also if at any time all the Management Board members should be lacking before the vacancy/vacancies created has/have been filled and furthermore if the remaining Management Board members should fail to fill the vacancy/vacancies within the period mentioned in paragraph 6 of this article they shall be filled by the court on request of any interested party or on demand of the public prosecutor’s office.
Meetings of the Management Board and resolutions of the Management Board.
- The meetings of the Management Board shall be held at the place and time set in the convening notice according to paragraph 5 of this Article.
Every Management Board member is authorised to participate in the meeting of the Management Board in person or represented by a person holding a written proxy, to attend, speak and vote in the meeting of the Management Board by means of an electronic means of communication, provided that the Management Board member can be identified by such electronic means of communication.
- One meeting shall be held at least every six months.
- Furthermore, meetings shall be held whenever the chairman deems the holding thereof desirable or if one of the other Management Board members makes a request In Writing to that effect to the chairman, at the same time specifying the items of business to be discussed and considered at such a meeting.
Should the chairman fail to comply with such a request in a way that the meeting can be held within three weeks of receipt the said request, the applicant shall be entitled to convene a meeting himself, with due observance of the formalities required.
- At least seven days’ previous notice of any such meeting shall be given by the chairman In Writing – subject to and with due observance of the provisions laid down in paragraph 3 of this article -, excluding the day on which notice of meeting is given and the day designated for the meeting.
- The convening notices shall – in addition to place, date and hour of the meeting – state and specify the items of business to be discussed and considered thereat.
- If the regulations and requirements given and made by the Articles for the convening and holding of meetings have not been duly observed and complied with, valid resolutions may nevertheless be tabled and passed at a meeting of the Management Board on all items of business that are brought up for discussion thereat, provided always that at the meeting of the Management Board concerned all the Management Board members are present and provided that the resolutions in question are taken by an unanimous vote.
- The meetings shall be presided over by the chairman of the Management Board; if the latter is absent, the meeting itself shall designate its chairman.
- Minutes of the business transacted at the meetings shall be taken by the secretary or by one of the other persons present to be invited and designated for that purpose by the chairman of the meeting.
The minutes shall be adopted at that meeting or at the latest at the subsequent meeting and signed in proof thereof by the persons acting as chairman and secretary of the meeting at which they are adopted.
- The Management Board may pass valid resolutions at the meeting only if the majority of its members at the given time is present or represented at the meeting. A Management Board member may cause himself to be represented at the meeting by a fellow Management Board member or another person satisfying the Quality Requirement upon production of a written power of attorney, which is in a form being satisfactory to the chairman of the meeting.
In this connection a Management Board member or a person satisfying the Quality Requirement can act as attorney for only one fellow Management Board member.
- The Management Board may pass resolutions without holding a meeting, provided that all the Management Board members have cast their votes In Writing.
The provisions in the preceding sentence also apply to resolutions to amend the Articles or to dissolve the Foundation.
For decision making without holding a meeting the same majorities apply as for decision making in a meeting.
A report of a resolution passed without holding a meeting shall be drawn up by the secretary, upon adding the votes cast, which report shall be added to the minutes after it has been countersigned by the chairman.
- Each Management Board member shall be entitled to cast one vote.
To the extent that the Articles prescribe no larger majority, all resolutions of the Management Board shall be passed by absolute majority of the valid votes cast.
If the votes are tied, the chairman will have a casting vote.
- All votes at the meeting shall be oral, unless the chairman deems a vote by ballot desirable or one of the persons present at the meeting and entitled to vote so demands a ballot before the vote is taken.
Votes by ballot shall be taken by means of unsigned, folded ballot-papers.
- Blank votes shall be regarded as not having been cast.
- In all disputes about votes not provided for in and by the Articles the chairman shall have the final decision.
Powers of the Management Board and remunerations.
- The Management Board shall be vested with the conduct and management of the business and the affairs of the Foundation.
- The Management Board shall not have the power to resolve that the Foundation enters into agreements for the acquisition, alienation, encumbrance and disposal of registered real estate and enters into agreements, under and in pursuance of which the Foundation binds itself as surety or severally liable co-debtor, to answer for a third party/person or to give security for binding itself for a debt of another party or person.
- A remuneration can be granted to the Management Board members.
Expenses will be reimbursed as far as possible to the Management Board members on production of the necessary proof.
- The Foundation shall be represented by the Management Board, in so far as not otherwise provided for by law.
Furthermore, the Foundation may be represented by two members of the Management Board acting jointly.
- The Management Board may grant to and confer upon other persons powers of attorney for the representation of the Foundation at law and otherwise within the limits defined in those powers of attorney.
Termination of membership of the Management Board.
Membership of the Management Board shall terminate by:
- the death of a Management Board member;
- loss of the right to dispose of his assets;
- written resignation;
- dismissal by virtue of article 2:298 of the Dutch Civil Code;
- a resolution of the other Management Board members passed unanimously; and
- losing the Quality Requirement.
Financial year and annual accounts.
- The financial year of the Foundation shall coincide with the calendar year.
- At the beginning of each financial year the treasurer shall draw up a balance sheet and a statement of income and expenditure for the previous financial year, such annual accounts to be submitted to the Management Board, within six months from the end of the previous financial year.
- The annual accounts shall be confirmed by the Management Board.
Confirmation of the annual accounts by the Management Board shall constitute a discharge to the treasurer of his sole responsibility in relation to the administration and management conducted by him.
The Management Board may institute one or more committees, whose tasks and powers shall then be laid down in by-laws.
The Management Board may institute an Advisory Board, whose task shall then at any rate be to give the Management Board advice, requested and non-requested.
The further tasks and powers shall then be laid down in by-laws.
- The Management Board may appoint a Director and may charge the latter with the day-to-day management of the Foundation’s business and affairs.
- If a Director has been appointed, he may be removed from office by the Management Board itself having complied with the relevant statutory provisions.
- At meetings of the Management Board the Director shall have an advisory vote.
Codes of rules.
- The Management Board shall have the power and authority to lay down and confirm one or more code(s) of rules, in which those matters are regulated to the extent that these have not been provided for by and in the Articles.
- The codes of rules may not conflict with the law or the Articles.
- The Management Board shall at all times be empowered to alter or cancel the codes of rules.
- The provisions laid down in paragraphs 1 and 2 of article 15 hereof shall apply correspondingly to the confirmation, laying-down, alteration and cancellation of the codes of rules.
Amendment to the Articles.
- The Management Board shall be empowered to amend the Articles.
Without prejudice to the provisions of paragraph 10 of article 6 a resolution to that effect must be passed by a majority of at least three quarters of the votes cast at a meeting, at which all the Management Board members are present or represented.
- If at a meeting, at which a proposal as referred to in paragraph 1 of this article has been brought up for discussion, not all of the Management Board members are present or represented, then a second meeting of the Management Board shall be convened, to be held not earlier than seven days but not later than twenty-one days after the first meeting, at which such a resolution must only be passed by a majority of at least three quarters of the votes cast and provided always that at least a majority of the Management Board members at the given time is present or represented.
- Each Management Board member shall be empowered to expedite execution of the notarial deed embodying the amendment to the Articles.
Dissolution and winding-up.
- The Management Board shall have power and authority to dissolve the Foundation.
The provisions laid down in paragraphs 1 and 2 of Article 15 hereof shall apply correspondingly to a resolution tabled to that effect.
- After its dissolution the Foundation shall continue in existence, in so far as such continuation is necessary for the liquidation and winding-up of its funds and means.
- The liquidation and winding-up proceedings shall be effected by the Management Board.
- The liquidators shall take due care to see that an entry of the Foundation’s dissolution is made in the register referred to in article 2:289 of the Dutch Civil Code.
- During the winding-up proceedings the provisions of the Articles shall as far as possible continue in force.
- A positive liquidation balance of the dissolved Foundation shall be spent in accordance with the objects of the Foundation.
- After completion of the winding-up proceedings the books of account, records, vouchers and other data carriers of the dissolved Foundation shall during the period of seven years remain in the custody of the last appointed liquidator.
In all cases not provided for by law, nor by the Articles, the Management Board shall decide.