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Articles of Association of the foundation Stichting European Juggling Association, having its Registered Office in Amsterdam, the Netherlands.





ARTICLES OF ASSOCIATION
NAME, LOCATION AND DURATION.

Article 1.
1. The foundation bears the name: Stichting European Juggling Association.
2. It has its seat in Amsterdam.
3. The foundation will exist for an indefinite time.

AIM.

Article 2.
1. The foundations aim is: to stimulate and promote the art of juggling, and any other activity that is directly or indirectly connected with it or can be advantageous for it, in the broadest sense of the word.
2. The foundation will try to realize her aim in particular by:
a. organizing festivals where juggling is central and in particularly watching over the continuity and quality of the annual European Juggling Festival;
b. assisting and supporting festivals organised by others;
c. stimulating international and national exchanges between jugglers and others who want to be active in the area of juggling.

CAPITAL.

Article 3.
The foundation will receive its capital from:
- subsidies and donations;
- gifts, inheritance and legations;
- all other receipts and sources.

BOARD OF DIRECTORS.

Article 4.
1. The foundation has two organs:
a. the main board of directors;
b. the daily board being the organ charged with the daily duties of the foundation and the preparation and implementation of the decisions of the main board.
2. The main board of directors consists of a number of persons, determined by the seated board of directors, originating from different countries or regions (hereafter to be called the national representatives), a person nominated yearly by each organizing team of the foundation (hereafter to be called the festival advisor) and the members of the daily board who are not seated in the main board as national representative.
The main board may only have one national representative per country or region. The seated board determines which country or region has the right to a national representative in the board.
3. The daily board consists of three members who are appointed by the main board. The daily board will chose a chairman, secretary and treasurer amongst themselves. The positions of secretary and treasurer can also be filled by a single person.
4. The members of the board who are national representatives are chosen for a period of two years and will resign according to a roster drawn up by the daily board, so that yearly half of the seating national representatives resign. A national representative resigning according to the roster can be re-elected immediately.
(Re)election of a national representative happens at the annual European Juggling Festival via an election procedure determined and co-ordinated by the daily board, whereby the jugglers attending the festival living in the country or region for which the national representative will act will elect their (new) national representative.
The festival advisors are seated in the main board for a period of one year.
5. The members of the daily board are seated for a period of three years and will resign according to a roster drawn up by the daily board, which should ensure that each year at least one member resigns.
A member resigning according to the roster can be re-elected immediately. The main board always retains the right to fire one or more members of the daily board.
6. In the case of a vacancy of a national representative in the main board this vacancy will be fulfilled as mentioned in paragraph 4 during the next European Juggling Festival. In the case of a vacancy in the daily board the main board will elect a new member as soon as possible.
7. Should one or more vacancies exist in either the main or daily board, then that organ will still form a legal board.
8. Members of the main and daily board cannot be paid for their work. They do have the right to be re-imbursed for expenses made while fulfilling their position, according to rules layed down by the daily board.


BOARD MEETINGS.

Article 5.

1. The general assembly of the main board will be held during and at the annual European Juggling Festival.
2. Meetings of the main board will be held when the daily board finds this is necessary, or when two or more members of the main board present a written request to the chairman stating the items to be discussed. If the chairman does not grant this request (to hold a meeting) within four weeks after it is received, the members are empowered to call a meeting themselves respecting the necessary formalities.
3. The call for a meeting of the main board - except as in paragraph 2 - is done by the chairman, at least fourteen days before the meeting, not counting the day of the call and the day of the meeting, in writing or by fax.
4. Meetings of the daily board will be held when a member of the daily board finds this necessary. The daily board will be authorised to call meetings when necessary. The call for a meeting of the daily board will be at least seven days before the meeting, not counting the day of the call and the day of the meeting, in writing or by fax.
5. The written/fax call for a meeting of the main or daily board will contain the date, time, location and items to be discussed.


DECISION MAKING.

Article 6.

1. The meetings will be lead by the chairman of the daily board. In his absence the board will select a temporary chairman to lead the meeting.
2. The daily board can only make binding decisions when a majority of the board members are present or represented.
3. A board member can be represented by another board member by submitting a written authorisation to the chairman.
A board member can only represent one other board member at a time.
4. As long as all board members are present or represented at a meeting, binding decisions can be taken on any subject, even if the meeting was not announced according to the above rules for calling a meeting.
5. Written minutes of board meetings will be made by the secretary, or another person appointed by the chairman. The minutes will be signed by those who have acted as secretary and chairman of that meeting.
6. An organ can also take decisions outside the meetings if all its members have been given the chance to a reaction in writing or by fax. When such a decision has been taken, the secretary must add all received reactions to the minutes after presentation to the chairman for signing.


VOTING RIGHTS.

Article 7.
1. Each member of an organ has the right to one vote. As these statutes do not require a large majority, all decisions of an organ will be taken with a simple majority (more than half) of the valid received votes.
2. All voting will be done verbally, unless the chairman desires a written vote, or one of the board members request this. Written voting will take place using non-signed (anonymous) closed votes.
3. Blank votes will be considered as not received.
4. In all differences concerning voting, unless covered in this document, the chairman will decide.


AUTHORISATION AND REPRESENTATION.

Article 8.
1. The main board is responsible for running the foundation.
2. The main board is authorised to sign contracts, buy and register goods.
3. Neither the main board nor the daily board are authorised to sign contracts where the foundation acts as a security deposit or main debtor, guarantee for a third party, or in any other way responsible for debts of a third party.


Article 9.

1. The foundation is represented in and outside the legal system by the main board. The representation authority will be handled by two members of the daily board acting together (i.e. double signatures are necessary).
2. The treasurer can be authorised to sign for bank accounts and financial transactions independently. Other members of an organ of the foundation and/or third parties can also be authorise, as long as this is done in writing and the document clearly defines the rights of the authority.


END OF BOARD MEMBERSHIPS.


Article 10.
The membership of the main and/or daily board ends by:
- a member deceasing
- a written resignation with three months warning;
- a member being fired according to article 298 Book 2 of the Dutch Law;
- a member being fired by the main board, on the grounds that a member disregards the interests of the foundation, or does not complete his responsibilities according to this document. A member can only be fired by a decision of the main board, taken by a mayority of two third of the votes of the seated main board. The member to be fired has the right to present his case at the meeting of the main board;
- resignation by regular rotation


BOOKKEEPING AND ANNUAL REPORTS

Article 11.
1. The book year of the foundation is the same as the calendar year.
2. At the end of the book year the books will be closed. The treasurer will make a balance and a statement of all credits and debits of the year ended. Within 6 months of the end of the book year, these will be presented to the main board during a board meeting for acceptance.
3. Once the main board has accepted the annual report according to paragraph 2, the treasurer is considered to have fulfilled his duties for that year.

RULES.

Article 12.
1. The main board is authorised to lay down rules for items not covered in this document.
2. These rules may not be in conflict with the law or these statutes.
3. At any time the main board is authorised to change or end these rules.
4. When changing, amending or ending a rule, attention must be paid to Article 13, paragraph 1 of this document.

CHANGING THESE STATUTES

Article 13.
1. The main board is authorised to change these statutes by voting on this decision which is done in a meeting explicitly called for this purpose. This decision must be approved by a three/fourths majority of the valid votes in a meeting where at least two/thirds of the members of the main board are present or represented.
2. If in the meeting according to paragraph 1 not enough members are present or represented, a second meeting for the same purpose can be held at least two weeks after the first meeting and the decision can then be taken with a three/fourths majority regardless to the number of members of the main board which are present or represented.
3. All changes must be approved in a legal document by a notary; each member of the daily board is authorised to sign this document.
4. The members of the daily board are required to present all lawfully requested details and documents to the trade register in Amsterdam.


ENDING AND SETTLEMENT.

Article 14.
1. The main board is authorised to dissolve the foundation. A decision hereon must be taken according to article 13 paragraph 1 and 2.
The daily board is responsible for the settlement.
2. The foundation will continue to exist after it is dissolved as long as this is necessary for settlement of the capital.
3. The daily board dissolving the foundation are responsible to report this to the offices mentioned in article 13 section 4.
4. During this settlement these statutes remain in force as possible.
5. Any capital remaining of the dissolved foundation will be used for purposes relating closely to the aim of this foundation.
6. After settlement the books and paperwork of the foundation must remain with the last responsible for thirty years.


UNFORESEEN CASES

Article 15.
In all cases that the law and these statutes do not cover, the daily board will take the decisions.