CONSTITUTION OF KAMBISA!BEHEARD.

– UK translation from original in Dutch by –
Today, the 12th of October 2005, appeared before me, Mr Gerhardus Johannes Bernardus Schrickx, as deputy for Mr Paul Martin Eversdijk, notary based in The Hague, Mrs Nicolette Celia de Graaf, office address …, born in The Hague at …, acting as warranted in writing by Mrs Clara Johanna JASPERS, living at …, legitimating herself with her passport, …, issued in …, married to Mr … Chisukulu.

According to the warrant mentioned Mrs de Graaf declares that Mrs Jaspers is hereby establishing a foundation and establishes the following constitution for it:

NAME, SEAT and DURATION
Article 1.

  1. The foundation is named: Stichting KAMBISA!BeHeard. (Foundation KAMBISA!BeHeard.)
  2. It is seated in the municipality The Hague (The Netherlands)
  3. The foundation has been established for an indefinite period of time.

OBJECTIVE
Article 2.

  1. The foundation aims to:
    1. offer an interactive platform to anyone who has got something to say relating to the situation in Zambia and sub-Sahara Africa in his/her personal capacity, for expressing their opinion, especially for those who do not get a place in the mainstream media; in observance of the principle of that one who is addressed should have the chance to reply and with emphasis on the right on free expression; as well as the encouragement of dialogue, individual responsibility, critical thinking and constructive use of the cultural heritage;
    2. executing all acts, which are in the broadest sense connected to the previous or which can favour such.
  1. It tries to reach its objectives amongst others by:
    1. creating publications;
    2. creating a website;
    3. making contributions to radio- en television programmes;
    4. organising cultural activities, concerts, film-, theatre- and music productions and documentaries;
    5. providing information and advice;
    6. acquiring funds.

RICHES
Article 3.

The wealth of the foundation will be consisting off:

  • donations;
  • subsidies;
  • profits from its activities and publications;
  • heritages, legacies and gifts;
  • whatever the foundation acquires in any other way.

BOARD
Article 4.

  1. The foundation is governed by a board, consisting of a minimum of three members.
  2. The board determines, considering the above, the number of members.
  3. The board chooses amongst itself a president, a secretary and a treasurer. The functions of secretary and treasurer can be united in one person.

Article 5.

Membership of the board ends by declining, by deceasing, by being declared bankrupt, by applying surséance of payment, by being placed under guardian ship, by being fired by Court, as well as by being fired by the board, which should decide so with at least three-quarters of the votes in a meeting at which all members are present of represented by a somebody warranted in writing.

Article 6.

  1. Board members are appointed by the board.
  2. When there is a vacancy within the board the remaining board members will appoint a new board member as soon as possible, who will occupy the same position as the one in whose place he/she was appointed.
  3. A non-complete board keeps its authorities, notwithstanding the obligation to fulfil the vacancy.
  4. When compiling the board and appointing members it should be taken into account that a possibly existing relation should be a minority. A relation is defined as family members till and including the fourth degree, spouses and co-habitants.
  5. Membership of the board can not be combined with being employed by the foundation.
  6. In case of difference of opinion between the remaining board members concerning the appointment, as well as in case of the full board being absent and in case the remaining board members fail to appoint the new board member within a reasonable period of time, provision will be made by Court on request of a part concerned or the public prosecutors.

Article 7.

  1. The board is qualified to make deals to acquire, alienate or burden register goods.
  2. The board is qualified to make deals in which the foundation associates itself as bail or accountable co-debtor, in which it performs on behalf of a third party or in which it connects itself as a guarantee for a debt of a third party, but only if the decision to do so is taken with general votes in a meeting at which all members are present of represented by a somebody warranted in writing.
  3. Heritages can only be accepted under the privilege of description of property.

Article 8.

  1. The board represents the foundation. The president is also qualified to represent. The board can warrant one or more members, as well as third parties, to represent the foundation within the limits of the warrant.
  2. Members of the board do not receive salaries as such, direct nor indirect. Under salaries is not understood a reasonable reimbursement of expenditures made in favour of the foundation. All reimbursements made to board members will be indicated as such in the year account and explained.

BOARDMEETINGS
Article 9.

  1. The board meets as often as the president or his/her adjunct, or at least two board members think desirable.
  2. The secretary calls for the meeting. He/she will make notes of that which is discussed and decided at the meeting, which are signed by him/herself and the president. If the secretary functions as president the notes will be taken by the treasurer. Each member is entitled to a copy of the notes signed and handed out by the secretary.
  3. Board members are qualified to have themselves represented at the meeting by someone warranted in writing.

Article 10.

  1. The board is qualified to make decisions during or outside of meetings. In case of the latter it is necessary that all board members vote in writing.
  2. Unless determined otherwise in this constitution, decisions are made in full majority of the votes.
  3. Voting is done verbally, unless a board member asks for voting in writing. Voting by acclamation is acceptable in case non of the board members objects.
  4. In case the votes fail, the vote of the president is deciding.
  5. The during the meeting expressed verdict of the president regarding the outcome of a ballot is deciding. The same applies to the contents of a decision taken, for as far the voting regarded a proposition which was not put in writing.

FINANCIAL YEAR
Article 11.

  1. The financial year of the foundation corresponds with the calendar year.
  2. At the end of each financial year the accounts of the foundation are concluded. From these the board makes a balance and a state of profit en loss over the ended financial year, yearly papers which are subsequently established by the board.

REGULATIONS
Article 12.

  1. The board is qualified to establish regulations, in which those subjects are settled which according to the boards verdict require (more) regulation.
  2. The regulations may not contradict the law or this constitution.
  3. The board is at all times qualified to change or cancel the regulations.
  4. To the establishment, change and cancellation of the regulations article 13 paragraph 1 applies.

CHANGE OF CONSTITUTION
Article 13.

  1. The board is qualified to change the constitution. A decision to change the constitution needs at least two thirds of the valid votes in a meeting in which at least two thirds is present or represented. Is not two thirds of the board members present or represented, then not earlier then two but not later then four weeks later a second meeting can be called and held, in which the proposal which was dealt with during the last meeting can be decided regardless of the number of board members present or represented, provided that there is a majority of at least two thirds of the valid votes.
  2. The change has to be established by notarial act, failing to do so means it is not valid. The board members are obliged to deposit an original transcript of the act at the office of the public registrar, held by the Chamber of Commerce and Factories.
  3. Each board member separately is qualified to execute the said act.
  4. Change of this constitution has to be communicated to the Inspector of Taxes before the execution of the notarial act, in connection with the arrangement of the foundation as meant to in article 24 paragraph 4 of the Succession law 1956.

DISSOLVEMENT
Article 14.

  1. The board is qualified to dissolve the foundation. On the decision to be made to do so that which is stated in article 13 regarding the taking of a decision to change the constitution applies.
  2. The foundation will be dissolved as well:
    • by insolvency after it is declared in state of bankrupt or by cancellation of the bankruptcy due to the condition of the property
    • by verdict of court in the by law mentioned cases.

SETTLEMENT
Article 15.

  1. Settlement is done by the board.
  2. The foundation will continue to exist after its dissolvement in case and in as far it is necessary for the settlement of its business.
  3. During the settlement the determinations of the constitution will be effective as far possible.
  4. The board determines which destination, after paying all debts, will be given the remaining property of the foundation, understanding the balance should be destined for a purpose which is as close as possible to the objectives of the foundation.

COUNCIL OF ADVICE
Article 16.

  1. The board can have itself assisted in doing its task by a Council of Advice, of which the members are appointed by the board for a definite period of time.
  2. Members of the Council of Advice give asked or unasked advice to the board in order to realize the objectives of the foundation.
  3. That which is determined in article 18 paragraph 2 applies.

MANAGEMENT, PERSONNEL
Article 17.

  1. The board can have itself assisted in doing its task by a management, which can be appointed, suspended and fired by the board.
  2. The board determines a management-instruction, in which the tasks and methods of the management are described.
  3. The foundation can also employ other personnel.

END DETERMINATIONS
Article 18.

In all cases in which the constitution does not provide, the board decides.

Compilation of the first board:
The warranted, acting as mentioned, declared that for the first time the board members were appointed:

  1. the founder, Mrs … JASPERS, in the function of president;
  2. Mr … VOERMANS, living at …, born in … at the …, in the function of secretary/treasurer;
  3. Mrs …VISSER, living at …, born in … at the …, as board member.

End.

This act is executed in The Hague, the Netherlands, at the date mentioned at the beginning of this act.
The person who appeared before me is known to me, notary.
The contents of the act have been stated and explained to her. The person who appeared has declared she does not wish to have the full act read out to her, she had taken knowledge of the contents of the act in due time before executing and she agreed with its contents. 
Immediately thereafter the act has been partly read out and signed by the person who appeared and me, notary.


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