Articles of Association

Name, offices, liability (Article 1)
Objects (Article 2)
Affiliated Organisations // Fellows (Articles 3-5)
General Board (Article 6-7)
Executive Committee (Article 8)
Voting Rights (Article 9)
Representation (Article 10)
Financial Year, Membership Fees (Article 11)
Meetings (Article 12 – inserted)
Amendment of Articles, Dissolution (Article 13 – former Article 12)

THIS IS A NON-SWORN TRANSLATION OF THE DUTCH ORIGINAL VERSION
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 text will by law govern.

CONTINUING ARTICLES OF ASSOCIATION

of Stichting EUROGI, a foundation under Dutch law, with its seat in Amersfoort, amended by a deed of amendment to the articles of association, executed on the eleventh day of January two thousand and sixteen before Mr Drs Roelf Xander Jan Blokzijl, civil-law notary in Rotterdam.

A R T I C L E S O F A S S O C I A T I O N

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Name, offices, liability

Article 1

1. The name of the Foundation is: Stichting EUROGI. Its abbreviated name is EUROGI.

2. It is the EURopean Umbrella Organisation for Geographic Information.

3. The Foundation has its registered office at Amersfoort, the Netherlands.

4. The Foundation is a legal entity in accordance with and governed by the laws of the Netherlands.

5. The Foundation may have its head office, other offices and branch offices anywhere in Europe. It has its secretariat in Europe.

6. The liability of the Foundation is limited to its assets. After the initial registration of the deed of incorporation in Commercial Register of the Chamber of Commerce in accordance with the laws of the Netherlands, a member of the General Board, of the Executive Committee or any other officer of the Foundation shall not be personally liable for any legal act by which he binds the Foundation, unless otherwise provided by the law.

7. The Foundation has been formed for an indefinite period of time.

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OBJECT

Article 2

1. The object of the Foundation is:

a) to maximise the effective use of geographic information for the benefit of the citizen, good governance and commerce in Europe.

b) to represent the views of the geographic information community.

c) to promote, stimulate, encourage and support the development and use of geographic information and technology; and

d) the execution of anything that is connected with or that may attribute to the aforementioned, in the broadest sense.

2. The object of the Foundation does not include making profit to be distributed to its founders or officers, nor to other parties, unless the distribution to the latter has an idealistic or social purpose.

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AFFILIATED ORGANISATIONS // FELLOWS

Article 3

1. The affiliated organisations of the Foundation are affiliated legal persons that possess legal personality pursuant to the law applicable to them, and that have been admitted as affiliated organisations. The affiliated organisations are subdivided in affiliated organisations A, B and C.

2. Affiliated Organisations A (National Geographic Information Representatives) may be national organisations acting in the European GI field. From each country, only one (1) national organisation may be an affiliated organisation A;

3. Affiliated Organisations B (Corporate organisations) may be commercial organisations such as commercial companies acting in the European GI field;

4. Affiliated Organisations C (Other organisations and networks) may be national, regional and local authorities like SDI’s, cross border cooperation networks, Pan European organisations, universities as well as other not for profit stakeholders in the broadest sense, acting in the European GI field;

5. Fellows are natural persons that have been admitted by the Foundation as Fellow due to their knowledge, experience, standing and/or other exceptional personal qualities, having an evident affiliation with any European country acceptable to the Foundation.

6. Only legal persons that have major activities in Europe and their registered office and administration in any European country acceptable to the Foundation may be admitted as affiliated organisation.

Article 4

1.An affiliated organisation or Fellow will be admitted as such by the General Board of the Foundation by a majority of at least two-thirds of the votes cast. From the date of the admission of an organisation or Fellow (or the date mentioned in the Resolution admitting it), the affiliated organisation or Fellow has all the rights and obligations arising from these Articles up to the date it forfeits its capacity of affiliated organisation or Fellow.

2. The Executive Committee may, by means of the By-Laws as referred to in Article 7 paragraph 3 of these articles, set further terms and conditions to (affiliated) organisations or Fellow in order to qualify as affiliated organisation or Fellow. However, (affiliated) organisations or Fellows may not derive any rights from the fulfilment of the said terms and conditions. As for admitting a person as Fellow, this will specifically be to the choice and to the sole discretion of the Foundation itself.

3. An affiliated organisation shall forfeit its capacity as such with immediate effect:

a) by dissolution or loss of its legal personality;

b) by virtue of a resolution of the General Board with a majority of two-thirds of the votes cast. Such a resolution may only be taken if the affiliated organisation:

– no longer meets the requirements laid down in the provisions of Article 3, paragraph 2;

– acts in breach of the Articles, the By-Laws, or the resolutions of the Foundation, if it fails to meet its financial obligations towards the Foundation or prejudices the Foundation in an unreasonable manner.

4. A Fellow shall forfeit its capacity as such with immediate effect:

a) by the death of the Fellow;

b) by virtue of a resolution of the General Board with a majority of two-thirds of the votes cast. Such a resolution may only be taken if the Fellow:

– no longer meets the requirements laid down in the provisions of Article 3, paragraph 3;

5. An affiliated organisation or Fellow shall furthermore forfeit its capacity as such by notice of termination by the Foundation given in writing at the end of a financial year and with observance of a notice period of three months.

Rights and obligations of affiliated institutions and fellows

Article 5

1. The delegates of the Affiliated Organisations A have the rights and obligations that accrue to the members of the Foundation’s General Board pursuant to the law and the Articles. They pay a membership fee to the amount as determined for them in accordance with article 11 paragraph 5.

2. The delegates of the Affiliated Organisations B and C have the same rights and obligations as have They pay a membership fee to the amount as determined for them in accordance with article 11 paragraph 5.

3. The number of votes to be cast of the Affiliated Organisations A, B and C in the General Board depends on the amount of the membership fee. The General Board is authorized to set out the number of votes to be cast within every category of Affiliated Organisation in the By-Laws.

4. Fellows have the same rights and obligations as have been given to the delegates of the Affiliated Board.

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GENERAL BOARD

Article 6

1. The General Board will consist of delegates from the Affiliated Organisations A, B, and C.

2. Only natural persons may be members of the General Board.

3. Each Affiliated Organisation A, B and C shall appoint one member of the General Board and may appoint one or more substitute members. A substitute member is entitled at any and all times to attend the meetings of the General Board, however, only one substitute member has a voting right in these meetings exclusively in case of absence of the delegate of the affiliated organisation concerned. Fellows do not qualify as members of the General Board.

4. The General Board shall elect the President of the General Board, whether or not from its members.

5. Members of the General Board may be dismissed and suspended at any time by the Organisation that appointed them.

6. Furthermore the membership of the General Board shall terminate:

a) as a result of a member’s death;

b) as a result of voluntary resignation;

c) as a result of bankruptcy of a member becoming irrevocable, or as a result of losing the power of free disposal of his property;

d) as a result of removal by the Court.

e) as a result of the loss of the status of Affiliated Organisations by the affiliated organisation on behalf of which the delegate serves.

7. In the event of a vacancy, the General Board remains nevertheless authorized to passresolutions and to execute all acts of management.

Article 7

1. The General Board shall be charged with the general management of the Foundation and the control and disposition of the Foundation’s property.

2. The General Board shall be authorized to adopt resolutions to enter into agreements to purchase, dispose of or encumber property subject to registration or to enter into agreements by which the Foundation commits itself as guarantor or joint and several debtor, warrants performance by a third party or undertakes to provide security for a debt of a third party.

3. The General Board is authorized to determine By-laws in respect of any subject concerning the Foundation. Provisions of such By-laws conflicting with these Articles or with the Netherlands Civil Code shall be null and void.

4. The General Board may, by means of the By-laws or otherwise, determine that individual Board members are charged with specific management duties and may give Board members such titles as it may deem fit and proper.

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EXECUTIVE COMMITTEE

Article 8

1. The affiliated organisations A, B and C shall appoint from among the delegates of the Affiliated Organisations A, B and C an Executive Committee.

2. The Executive Committee will consist of at least three members originating from the General Board, including in any event the President of the General Board.

3. The President of the General Board shall be the President of the Executive Committee.

4. The Executive Committee shall be charged with the day-to-day management of the Foundation.

5. The Executive Committee may appoint a Secretary-General. The Secretary-General shall attend meetings of the Executive Committee if he is invited thereto, however, he is not a member of the Executive Committee and has no voting right. His authorities, charges and duties are determined by the Executive Committee, in accordance with the applicable By-Laws.

6. The President determines if other delegates may attend one or more meetings of the Executive Committee, and whether they have the right to speak. This right of attending and right to speak may be arranged in the By-Laws. Such persons may not be granted any voting rights.

7. The Executive Committee may, by means of the By-laws or otherwise, determine that individual Executive Committee members are charged with specific duties.

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VOTING RIGHTS

Article 9

1. Each member of the General Board shall have at least one vote within the General Board.
Fellows do not qualify as members of the General Board and as such do not have voting rights in the General Board.

2. Each member of the Executive Committee shall have one vote within the Executive Committee.

3. A member of the General Board or of the Executive Committee may have himself represented at the meeting by means of a power of attorney in writing that is deemed satisfactory by the President.

4. The President may exclude the use of powers of attorney with respect to certain items on the agenda of the Executive-Committee meetings in accordance with what will be set out in the By-laws.

5. The number of votes to be cast by the affiliated organisations in the General Board depends on the amount of the membership fee and shall be set out in the By-Laws.

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REPRESENTATION

Article 10

1. The Foundation is legally represented by the President and by a member of the Executive Committee acting jointly, or by the President and the Secretary General acting jointly.

2. The Executive Committee may confer power of attorney to officers and other persons by virtue of a special decision within the limits and under the conditions as it may deem fit.

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FINANCIAL YEAR, MEMBERSHIP FEES

Article 11

1. The financial year shall coincide with the calendar year.

2. The General Board shall keep records of the equity position of the Foundation in such a manner that its rights and obligations can be derived from these records at all times.

3. Annually, within six months of the end of the financial year, notwithstanding extension of such period of such term with a maximum of five months by the General Board due to special circumstances, the General Board shall have drawn up and adopt a report regarding the activities within the past financial year. Such a report shall include a balance sheet and a statement of income and expenses,

4. The General Board shall be under the obligation to keep the documents referred to in this article in its custody for at least seven years.

5. The General Board may resolve that the affiliated organisations pay an annual minimum membership fee, as to be determined from year to year, notwithstanding the possibility of an affiliated organisation to pay a higher amount of membership fee. A distinction may be made in the amounts of the membership fees for individual affiliated organisations both pursuant to the category of affiliated organisation, pursuant to the duration of their membership, or otherwise.

6. More detailed elaborations regarding the membership fees are set out in the By-laws.

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MEETINGS

Article 12 (inserted on 11 November 2020)

1.Each of the General Board and the Executive Committee can decide for its own decision making process, to adopt resolutions outside a meeting, provided that all members have been given the opportunity to state their views in writing or electronic way. The secretary must make a record of a resolution adopted, which will be co-signed by the chairman and added to the minutes, together with the answers received.

2. The General Board and the Executive Committee can determine for its own decision making process that a meeting is held that is (also) electronically accessible, under the following conditions: a. the meeting can be followed electronically; b. the members of the board were given the opportunity to ask questions in writing or electronically about the subjects stated in the notice convening the meeting up to seventy-two (72) hours prior to the meeting.

3. The questions referred to in paragraph 2 shall be answered no later than during the meeting and these answers shall be posted on the foundation’s website or made available by electronic means of communication.

4. The General Board and the Executive Committee shall make every effort that further questions can be asked electronically or otherwise during the meeting, unless this cannot 2 reasonably be required in the light of the circumstances at that time.

5. Any deviation from the provisions of paragraphs 3 and 4 has no consequences for the legal validity of the resolutions that were taken at the meeting.”

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AMENDMENT OF ARTICLES, DISSOLUTION

Article 13 (former Article 12)

1. The General Board shall be authorized to amend these Articles and the By-laws, if any, by virtue of a resolution adopted by at least a two-thirds majority of the votes cast.

2. An amendment of the Articles shall be effected by a notarial deed before a Netherlands’ notary. Each individual member of the Executive Committee, in the possession of a written consent from the President, shall be entitled to execute this notarial deed.

3. The General Board shall be authorized to dissolve the Foundation with the same majority as mentioned in paragraph 1 of this Article.

4. The Foundation should be wound up by the Executive Committee or by a liquidator appointed by the General Board.

5. The General Board shall determine the allocation of the balance, if any, after liquidation, which allocation shall in so far as possible be in accordance with the object of the Foundation.

6. After liquidation, the books and records of the Foundation shall remain in the custody of the person designated for this purpose by the liquidator(s) for a period of at least twenty years.

Articles of Association

Contents:

A R T I C L E S O F A S S O C I A T I O N