About

Foundation programming Free Pascal & Lazarus Foundation
Foundation memorandum
ref: iz/bs/2014.003006.01

Today, friday january ninth, two thousand fifteen, appeared before me, Ivo Thijs van der Zijl, candidate solicitor, acting replacement of Ellen Van Leusden, solicitor in Utrecht:
Detlef Dietrich Overbeek; Born in Wuppertal (Germany) on april eighteen, nineteen hundred forty seven; he is married; he lives at the address: Edelstenenbaan 21, 3402 XA in Ijsselstein; his proof of identity is a passport bearing the number NU2K3H5R5
Foundation
The person thus appeared declares through this memorandum the establishment of a foundation, which will have the following bylaws.
Bylaws
name, place of establishment, duration
1.1. The name of the foundation is: Stichting Programming Free Pascal & Lazarus Foundation
1.2. The foundation is established in the locality of Ijsselstein.
1.3. The foundation is established for an indeterminate period.
Objectives
2.1 The objectives of the foundation are:
Support of the open source software called Free Pascal and Lazarus;
everything connected to this software in the broadest sense; is part of it and/or can be beneficial.
2.2. The foundation attempts to reach these objectives, among other things, by raising and making available funds, assigning development tasks and teaching courses.
2.3. The foundation does not attempt to make a profit.
The board and its structure
3.1. The board manages the foundation, determines its policy and bears the final responsibility for realization of the foundation's objectives.
3.2. The board of the foundation is composed of a number of members determined by the board itself; the number of members of the board shall at least be three.
3.3. Even if the number of members of the board is less than three, the board remains qualified; but it must fill the vacancies as soon as possible.
3.4. The board itself appoints its new members.
3.5. The members of the board appoint from their midst a president, a secretary and a treasurer; The office of president is not compatible with the office of secretary or treasurer.
3.6. The board should be composed in such a way that any effective relationship between members of the board is a minority at all times. An effective relationship shall mean

• Family members till the fourth degree
• Persons living together with, or be married to, or have a registered partnership with members of the board or family members of members of the board till the fourth degree.
  3.7. Members of the board may – unless exempted by the board – not execute development tasks for the foundation.
  3.8. Members of the board do not receive any remuneration for their activities other than refunds for costs made. Members of the board may be granted a reasonable attendance fee.
  Durationship of membership of the board
  4.1. Members of the board are appointed for a period of four years; After this period they are immediately eligible for appointment, always for a period of four years.
  4.2. A member of the board that is appointed in an interim vacancy will hold the same office as the member whose place he takes.
  4.3. Membership of the board ends:
  a. when the period of the appointment ends.
  b. through resignation by the member;
  c. through dismissal by the board for important reasons or for the reason of structural disagreement of views by the member of the board, or for incompatibility of interests, the member does not perform sufficiently or a situation as mentioned in article 3, item 7 is presented.
  d. the member of the board is legally restrained or bankrupt.
  e. the member of the board is deceased.
  4.4. Resignation – either by the board or by the member - is effectuated by registered letter.
  Board meetings
  5.1. The board will meet at least once every year and whenever the president or at least two other members of the board deem this necessary.
  5.2. The secretary or the members of the board who think a meeting is necessary, invite the members of the board taking into account a period of at least seven days, not counting the day of invitation and the day of the meeting. An invitation can be addressed to the e-mail address given by the member of the board for this purpose.
  5.3. The invitation for a meeting must include a list of subjects to be treated.
  5.4. If the convening of the members of the board was not in written form or subjects are treated which were not included in the invitation, or the convening was done in a period less than seven days, the board is capable of taking qualified decisions, if all members of the board that hold an office are present and non of these members protests against this means of deciding.
  5.5. The president of the board shall be chairman for the meeting; in his absence, the board appoints another member of the board to act as chairman for the meeting.
  5.6. The secretary of the board or another member appointed by the chairman of the meeting shall record the minutes of the meeting.
  5.7. The minutes of a meeting must be confirmed at the next meeting of the board; the minutes must be signed at the meeting by the chairman and the secretary.
  Decisions by the board
  6.1. The board can only take decisions if the majority of the members of the board currently holding office is present or represented.
  6.2. If the quorum mentioned in point 1. of this article is not present or represented, the members of the board that are present are allowed to convene a new meeting, which must be held at least fourteen but at most twenty-eight days after the first meeting, in this second meeting the decision can only be taken with a majority of at least two-third of the cast votes, regardless of the number of members of the board present.
  6.3. In a meeting, a member of the board may act instead of at most one other member of the board. Permission must be granted in written form.
  6.4. Unless otherwise stipulated in the bylaws, decisions by the board are taken with normal majority of votes.
  6.5. Every member of the board has one vote. All votes are equal.
  6.6. The board can take decisions when not in a meeting. Such decisions can only be taken when all members of the board have given their agreement in writing.
  Limits on competences of the board
  1. The board is competent to make agreements in order to obtain, transfer or encumber assets, or make agreements in which the foundation vouches for, or agrees to act as debtor, vouches for a third person or warrants for the debts of a third person.
     Representation
     8.1. The board represents the foundation, but the foundation can also be represented by each of member of the board.
     8.2. The board can grant in written form a general or special power of attorney to one or more specific members of the board or other persons to represent the foundation. A general power of attorney will be made known to third persons by publishing it in the register in the chamber of commerce in the locality where the foundation is registered.
     Assets of the foundation
     9.1. The assets of the foundation are comprised of, amongst other things:
     a. donations, subsidies, inheritances, bequests;
     b. income generated by its activities;
     c. income generated by its assets.
     9.2. The foundation shall make sure its assets are well governed.
     9.3. Inheritances may be accepted by the foundation only if a repository is present.
     Bookkeeping and annual accounts
     10.1. The fiscal year of the foundation equals the calendar year.
     10.2. Withing six months after the end of the fiscal year, the board must establish the annual accounts.
     10.3. The annual account is held to be: a balance sheet, a register of receipts and expenses and an explanation of these pieces.
     10.4. The annual accounts must be checked by an accountant or another expert, appointed for this purpose by the board.
     10.5. In meetings of the board where the annual accounts are established, the secretary will report on the activities of the foundations during the past year.
     10.6. The treasurer will present an account of his management during the last year. If the board has accepted the annual account, the treasurer is dismissed.
     10.7. The board must keep the annual accounts for a period of at least seven years.
     Committees and teams
  2. The board can establish committees or teams, which can undertake tasks commonly under responsibility of the board.
     Rules
     12.1. The board may establish rules, for proper functioning of itself and commissions or teams.
     12.2. The rules thus established may not be counter prevailing law or the bylaws.
     12.3. In order to properly establish, change or dissolve rule, article 13, point 1 must be observed.
     Change of bylaws and dissolution of the foundation.
     13.1. The board may decide to change these bylaws or to dissolve the foundation. A decision to this effect can only be taken with a two-thirds majority of votes, validly cast in a meeting where all members of the board that are in office are present or represented.
     13.2. If the quorum mentioned in point 1. of this article is not present or represented, the members of the board that are present, may convene a new meeting of the board which must be held at least fourteen but at most twenty-eight days after the first meeting; in this second meeting, said decision can only be taken with unanimity of votes, regardless of the actual number of members of the board present or represented.
     13.3. When a meeting is convened in which a motion for a change of bylaws or motion to dissolve the foundation is scheduled, the agenda – which, in this case, must be sent to the members of the board at least two weeks in advance – must contain the motion to change the bylaws and the corresponding text, or the proposal to dissolution of the foundation.
     13.4. If the board of the foundation decides to change the bylaws of the foundation, each member of the board is competent to sign the memorandum of change on behalf of the foundation.
     Liquidation of the assets of the foundation.
     14.1. After the decision to dissolve the foundation, the board must liquidate the assets of the foundation, unless it has appointed others to fulfill this task.
     14.2. The liquidation must be effectuated taking into account the stipulations in articles 2:23 a till c of the civil law.
     14.3. Any credit balance after liquidation will be used to the advantage of a fiscally acknowledged institution which has similar goals as the foundation, or will be used to a foreign institution that is completely or nearly completely devoted to the public benefit and which has similar goals as the foundation.
     14.4. After the liquidation, annual accounts and other records of the dissolved foundation must be kept by the person appointed by the board for this task. The custodian of the records must register this fact with the chamber of commerce at most eight days after the dissolution of the foundation.
     Miscellaneous
     15.1. For all cases not covered by these bylaws, the board will take a decision.
     15.2. For all cases where these bylaws use the male ender when designating a person, both male and female gender are intended, indiscriminately.
     15.3. In the scope of these bylaws, “In written” is taken to mean: by letter, fax or e-mail or by any messaging system commonly in use which allows the recording of messages electronically or on paper, if the identity of the sender can be determined with sufficient accuracy.
     Other data regarding the foundation
     The persons present declare the following
  3. The address of the foundation is: Edelstenenbaan 21, 3402 XA in Ijsselstein;
  4. The first board is formed by the aforementioned founder (in the office of president), who will as soon as possible fill in the vacancies in the board;
  5. The first fiscal year of the foundation ends on December thirty-first, two thousand fifteen.
     End of this memorandum
     The identity of the person present has been established by me using his identify card, thus is he known to me.
     I have explained to the person present the contents of this memorandum, offered explanations and pointed out the consequences of its contents. He has declared that he read a concept of this memorandum, knows its contents and agrees to the terms therein.
     After having read this memorandum, the person present and I have signed the memorandum, the original of which remains in my office. The memorandum is signed in Utrecht on the date mentioned in the beginning of the memorandum at twelve hours thirty minutes.

After signature
Given to public records
Utrecht january 9, 2015
by I.T. van der Zijl, candidate-solicitor
acting replacement of Ellen van Leusden,
Solicitor in Utrecht