Today the Ninth day of February Nineteen Hundred and Ninety Six, appeared before me, Johannes Gerhardus Brummelhuis, notary, residing at Amsterdam Harm Manuel, attorney, born in Zwollerkerspel on July 19th, 1960, residing at 1186 WL Amstelveen at Kotter 62, married, holding a valid passport, number L634397, acting:
a) pro se, and
b) as representative by virtue of written instrument of Wilhelmus Hendrikus de Vos, attorney, born in in Haarlem on June 27th, 1950, residing at 2082 HK Santpoort-Zuid municipality Velsen, at Harddraverslaan 5, married.
The appearer acting as described hereinbefore, declared to found through this deed the Association ´INTERNATIONAL FORUM OF TRAVEL AND TOURISM ADVOCATES – IFTTA´ and to establish in that respect the following:
ARTICLES OF ASSOCIATION
NAME AND SEAT
The Association shall be known as: 'INTERNATIONAL FORUM OF TRAVEL AND TOURISM ADVOCATES - IFTTA'
It will have its seat in the municipality of Amsterdam.
1. The objectives of the Association are to:
a) provide a forum for co-operation through the exchange of information on the legal aspects of travel and tourism;
b) provide a resource for Members and others, worldwide, of travel law information such as relevant legislation, regulations, agreements and case law from various jurisdictions;
c) encourage establishing common legal standards for the travel and tourism industry;
d) participate in, support and/or sponsor conferences on the legal aspects of travel and tourism;
2. The Association wishes to realise its objectives by:
a) organising world conferences;
b) encourage-its Members to establish regional organizations in various parts of the world;
c) co-operating with supra-national and national governments, governmental and nongovernmental
institutions, either of public or private origin, as well as other international and national organizations, all those having the same or similar objectives as the association;
d) observing the developments in the field of travel and tourism law and collecting as well as distributing information and material in that respect;
e) promoting the significance of travel and tourism law and the advantage of personal interaction to be kept informed;
f) any other legal means which are suitable to realize the objectives.
The Association has been established for an indefinite period.
Article 4 - Categories of Members
1. The Association shall have active Members, Associate Members and honorary Members.
Whenever in these articles of Association reference is made to Members or a Member, active and Associate Members as well as honorary Members are meant unless the contrary is designated.
2. Active Members shall be persons who are practising advocates, academics and researchers, specializing in travel and tourism law, government or travel industry employed persons with responsibilities in relation to legal and regulatory matters in the field of travel and/or tourism law.
3. Associate Members shall be persons with an interest in functions relating legal and/or regulatory aspects of travel and/or tourism law.
4. Honorary Members are those persons who have been appointed as such by the general meeting because of the extraordinary merits either towards the Association or within the scope of the objectives of the Association.
5. The Board is entitled to establish additional categories of Membership.
6. The Board shall maintain a record of Members which shall include, but not be limited to the name of the Member, the home and business address, and the category of Membership.
Article 5 - Admission of Members, Character and Membership
1. A person and/or corporate bodies may be admitted as a Member after having submitted an application for Membership in writing to the Board. The Board shall decide with respect to the admission as Member. When admission is denied by the Board, the General Meting may still decide to admit that person or body as a Member according to the process of appeal set forth in Regulation on Domestic Affairs.
2. Honorary Members shall be appointed by the General Meeting on the proposal of the Board.
3. The Membership is strictly personal and therefore it is neither transferable, nor suspectable to be obtained by succession.
Article 6 - Suspension of a Member
1. The Board is entitled to suspend a Member for a maximum period of one month when the Member has either repeatedly acted contrary to his obligations resulting from his Membership, or has gravely harmed the interest of the Association by his acts of behaviour.
2. During the period in which a Member is suspended, his rights resulting from the Membership cannot be exercised.
Article 7 - Termination of Membership
1. The Membership shall terminte:
a) in the event of death of the Member. In the event a corporate body is a Member of the Association, its Membership shall terminate when such body has ceased to exist;
b) by a notice of termination of the Member;
c) by a notice of termination on behalf of the Association;
d) by expulsion.
2. Termination of the Membership by the Member can only be effected by a notice effective the end of the Association's year. The notice shall be in writing to be received by the Secretary before the first of December. The latter shall be obliged to confirm in writing the receipt within eight days. If the termination was not in time, the Membership shall continue till the end of the next Association's year, unless the Board decides otherwise or the Member can in reasonableness not be required to continue the Membership.
3. Termination of the Membership on behalf of the Association shall take place by the Board at a notice of at least four weeks, when the Member, despite observing repeated warnings in writing, has not fully complied with his financial obligations toward the Association, or when the Member has ceased to comply with the requirements for the Membership as set forth in the Articles of Association at some time. The termination by the Bard may have immediate effect, when in reasonableness the Association cannot be required to continue the Membership. The termination shall take place in writing and include a statement of reasons.
4. Expulsion from the Membership may only be pronounced when a Member has acted contrary to the Articles of Association, regulations or decisions of the Association or has harmed the Association in an unreasonable way. Expulsion shall be effected by the Board, that shall communicate its decision, including a statement of reasons, to the respective Member in writing as soon as possible. Within one month after receipt of the notice of expulsion the Member is entitled to appeal to the General Meeting in accordance with the process of appeal set forth in the Regulation on Domestic Affairs.
During the term of appeal and pending the process of appeal the Member is suspended. The decision of the General Meeting regarding expulsion of a Member shall require at least two thirds of the valid votes.
5. When the Membership is terminated in the course of an Association's year, irrespective of reason or cause, the annual Membership fee shall nonetheless remain fully due by the Member.
6. Contrary to the provision in the first sentence of article 36, paragraph 3 of Book 2 of the Dutch Civil Code, a Member, by means of a termination of his Membership, cannot withdraw from a decision by virtue of which the Members' obligation of a financial nature has been increased, except for the provision as set forth in paragraph 2 of that article.
1. The finances of the Association consists of the Membership fees of the active Members, associate Members and, if applicable, the Members categorized in accordance with article 4, paragraph 5, the fees levied for the participation in conferences organized by the Association, donations, acquirements according to the law of inheritance and any other revenues.
2. Each active Member and associate Member as well as each Member categorized in accordance with article 4, paragraph 5, will be due an annual Membership fee as determined by the General Meeting every year at the proposal of the Board.
BOARD (OF DIRECTORS)
Article 9 - Appointment of the Board
1. The Board shall consist of a range of not less than five, nor more than fifteen persons.
2. The Board shall be appointed by the General Meeting from among the Members of the Association as nominated by the Board. Shall nomination be enclosed to the convocation for the General Meeting in which the election shall take place. The Board shall elect a President-Elect, a Vice-President, an Executive Vice President, a Secretary and a Treasurer from among its Members. The President/Chairman shall be appointed by the General Meeting in his capacity.
3. A Member is entitled to make a nomination of one or more persons, provided that such nomination is supported in writing by five other Members and is presented to the Board in writing prior to the General Meeting in which the election shall take place.
4. When two or more nominations have been presented, the appointment of the Board shall take place from among those nominations.
5. When no nomination has been made, the General Meeting is free to appoint any Member(s) it deems suitable.
6. A Board-Member shall be in function for a term of two years from the date of his appointment.
Article 10 - Suspension and Dismissal of Board Member
TERMINATION OF BOARD MEMBERSHIP
1. The General Meeting may be suspended or dismiss a Board-Member at any time. A resolution in that respect shall require a majority of at least two thirds of the valid votes. A suspension which has not been followed by a resolution to dismiss the respective Board Members within a period three months, shall cased on expiry of said period.
2. Every board member shall resign at the latest 2 years after his appointment in accordance with the schedule of resignation to be drafted by the Board. The resigning Board Member shall be immediate eligible for re-election. A Board Member appointed to fill an interim vacancy, shall take the place of his predecessor in the schedule of resignation.
3. The Membership of the Board shall also cease:
- when the Membership of the Association of the Board Member is terminated;
- by resignation, provided that the resignation is presented to the Board in writing;
- at the death of a Board Member.
Article 11 - Management and Decision Making by the Board
1. The Board shall be in charge of the management of the Association subject to the restriction as set forth in these Articles of Association.
2. In the event that the number of its Members drops below five, the Board shall remain competent. However, the Board shall be under the obligation to increase the number of Board Members up to the minimum range of five by calling a General Meeting as soon as possible during which meeting the filling of the vacancy/vacancies shall be discussed.
3. The Board, without prejudice to its responsibility, shall be entitled to establish one or more Advisory Committees, consisting of persons appointed by the Board from among the Members of the Association in order to counsel and advise the Board on such matters as the Board deems necessary.
4. The Board shall be entitled to conduct agreements, concerning the purchase, alienation or mortgaging of registered-bound goods, to conclude agreements whereby the Association gives security, accepts to be a co-debtor for the debt of a third party, all subject to the approval by the General Meeting.
5. The Board shall also need the approval of the General Meeting for decisions
I. concerning legal acts and investments, both exceeding the amount or value of Dft. 2. 500, - without prejudice to the provisions sub II;
II a) to let, or to rent, as well as to obtain or to grant the use of usufruct of register bound good by other means;
b) to conclude an agreement granting the Association a bank credit;
c) to make or to obtain a loan, which shall not include making use of a bank credit granted to the Association;
d) to conclude a compromise;
e) to act in court proceedings, including arbitration and/or binding recommendation procedures, though with the exception of conservatory/preserving measures and legal measures which cannot bear any delay;
f) to conclude and to amend employment-agreements.
6. The Board shall decide by majority of votes cast.
7. The Secretary shall make minutes of the discussion in each Board meeting, which minutes shall be established and signed by the President and the Secretary.
8. Further provisions respective Board-meetings and decision-making of the Board may be set forth in the Regulation on Domestic Affairs.
Article 12 - Representation by the Board
1 . The Association shall be represented, both in court and out of court by:
a) the Board;
b) the President and another Member of the Board selected by virtue of article 9, paragraph 2, second sentence or;
c) in the event that the President is not able to act, two Members of the Board selected by virtue of Article 9, paragraph 2, second sentence.
2. Without prejudice to the preceding paragraph the Board shall be entitled to give a power of attorney to one or more Board Members for a specific purpose.
ANNUAL REPORT - TREASURER'S ACCOUNT
1. The financial year shall be the calendar year.
2. The Board shall be obliged to keep a record of the financial state of the Association in such way that its assets and liabilities shall show therefrom at any time.
3. At a General Meeting within six months after expiration of the financial year, apart from the possible prolongation of this term by the General Meeting, the Board shall issue its Annual Report and shall render an account of its management in the past financial year while submitting a balance and a list of assets and liabilities, signed by each Board-Member.
4. The General Meeting shall establish a committee existing of at least two persons from among the Members, who shall not be Members of the Board. This committee shall examine the Treasurer's Account and shall report its findings to the General Meeting.
5. In the event that the examination of the Treasurer's Report requires specific knowledge respective bookkeeping, the committee may engage an expert for assistance. The Board shall be obliged to provide the committee with all information as required, to show the cash and the stocks and shares as well as to open for inspection the books and documents of the Association.
6. The General Meeting may revoke the charge of the committee at any time, however solely by appointing another committee at the same time.
7. The Board shall be obliged to keep the documents as meant in the paragraphs 2 and 3 for ten years.
Article 14 - General
1. Within the Association all powers, which are not vested in the Board by virtue of the law or these Articles of Association, shall be due to the General Meeting.
2. Each year, at the latest six months, after the end of the financial year, a General Meeting - the annual meeting - shall be held. In the annual meeting among others the following matters shall come up for discussion:
a) the Annual Report and the Treasurer's Report as meant in article 13 as well as the report of the committee meant in that article;
b) the appointment of the committee as meant in article 13 for the next financial year;
c) the filing of vacancies, if any;
d) proposals of the Board or Members, announced in the notice of meeting.
3. Other general meetings shall be held as often as the Board deems necessary.
Article 15 - Notice of General Meeting
1 . The General Meetings shall be called by the Board. The convocation shall take place by means of a written notice of meeting to be sent to the Members home or business address as appears in the record of Members. The term of notice shall be thirty days.
2. The notice of meeting shall contain the agenda of matters that will come up for discussion, without prejudice to article 16 paragraph 3.
Article 16 - Persons Entitled to be Present in a General Meeting
1. All Members are entitled to attend a General Meeting, in which they shall be entitled to one vote. Each Member is entitled to have his vote recorded by another Member, authorized to do so by instrument in writing.
2. A Member is not entitled to vote in matters regarding her/himself, her/his spouse and her/his relatives.
3. A unanimous decision of all Members, even when taken outside a meeting, and provided that such a decision has been taken with full fore knowledge of the Board, has the same force as a decision of the General Meeting. Such a decision shall be recorded in the minutes by the Secretary, whilst it shall be communicated at the next General Meeting.
4. Voting in non-personal matters shall take place by show of hands; voting in matters concerning persons shall take place by voting-paper. Approving of a proposal by acclamation is possible, provided that the Chairman has proposed to do so.
5. Decisions on all proposals in non-personal matters shall be taken by an absolute majority of votes in as far as the Articles of Association do' not prescribe otherwise. In case of equality of votes the proposal is deemed to be rejected. In a vote on persons, the one who has obtained the absolute majority of votes, has been elected. When nobody has obtained that majority a second vote shall take place between those persons who have obtained most of the votes and consequently the person who has obtained the absolute majority of the votes at the second vote has been elected. In case of an equality of votes at the second vote, the decision shall be taken by drawing lots.
Votes in this article means valid votes so that blanc votes and votes not cast anonymously shall not be taken into account.
6. A declaration of the Chairman during the General Meeting about the result of the vote is decisive. When, however, immediately after the pronunciation of that declaration its correctness is contested, a new vote shall take place when the majority of the meeting or, in case the original vote did not take place by shows of hands or by voting-papers, a Member entitled to vote require so. The legal consequences of the original vote shall lapse through this new vote.
Article 17 - Chairman and Minutes of General Meeting
1. The Chairman of the Board shall preside the General Meetings. In his absence, the Vice Chairman or any other Member of the Board shall act as Chairman of the General Meeting.
2. The Secretary or a Member of the Association, designated by the Chairman, shall keep minutes of the discussion during the General Meeting.
ALTERATION OF ARTICLES OF ASSOCIATION
Article 18 - General Meeting Specifically Called for Respective Alteration of Articles of Association
1. Alteration of these Articles of Association can only take place by a decision of the General Meeting, convened through a notice mentioning that during that meeting an alteration of the Articles of Association will be proposed. The term of notice for such General Meeting shall be at least 45 days.
2. Those, who have called for a General Meeting in order to discuss a proposal for an alteration of the Articles of Association, shall deposit a copy of the proposal, containing the proposed alteration(s), on an appropriate location, where it may be seen by the Members, during at least 5 days before the date of the General Meeting until the first day after the date of that meeting.
3. A resolution to alter the Articles of Association shall require at least two thirds of the votes, validly recorded in a General Meeting, where at least two-thirds or the Member are neither present or represented by a proxy. When two-thirds of the Members are neither present nor represented, a second General Meeting will be called for and held with four weeks at which meeting a decision with regard to the proposal as discussed in the preceding General Meeting may be taken irrespective of the number of Members present or represented, provided that the decision to alter the Articles of Association is passed with a majority of two-thirds of the votes.
Article 19 - Alteration of Articles of Association
Unanimous Decision Outside General Meeting Article 18 is not applicable when a decision to alter the Articles of Association has been taken in conformity with Article 16, paragraph 3.
Article 20 - Alteration of Articles of Association
Entering into Force An alteration of the Articles of Association shall not enter into force until after it has been inserted in a notarial deed.
DISSOLUTION AND LIQUIDATION
Article 21 - General Meeting Specifically Called for Dissolution and Liquidation
1. The Association may be dissolved by a resolution of the General Meeting. The provisions of article 18, paragraph 1, 2 and 3, first sentence, shall apply accordingly.
2. Liquidation shall be conducted by the Board.
3. The credit balance after liquidation, if any, shall be used for such purposes as correspond best with the objectives of the Association, to be designated by the General Meeting.
4. The Association shall continue to exist in-as-far as necessary with regard to the liquidation of its means.
The provisions of the Articles of Associations and regulations shall remain in force as far as possible. In documents and notifications issued by the Association, the words 'in liquidation' shall be added to its name.
REGULATION OF DOMESTIC AFFAIRS
1. The General Meeting may establish a Regulation of Domestic Affairs in which further provisions are laid down with respect to Membership, admission of Members, the amount of Membership fees and conference fees, the activities of the Board, meetings, executions of the Member's rights to vote, the process of appeal as meant in Article 5, paragraph 1, and article 7, paragraph 4, as well as any further matters it deems useful.
2. Alteration of the Regulation on Domestic Affairs can take place by Resolution of the General Meeting, either on a proposal of the Board or at the written request by one-third of the Members of the Association, unless an exception is admitted by the law of the Articles of Association.
3. The Regulation on Domestic Affairs may not contain any provision contrary to the law or the Articles of Association, unless an exception is admitted by the law or the Articles of Association.
After having established the Articles of Association in this way, the appearers declared:
- that for the first time the composition of the Board, its respective functions included, is as follows:
a) Dr. Jose Fosman, advocate and Notary, born in Montevideo on December 6, 1931, residing and holding office in Tel Aviv, Israel, at Yehuda Halevi 94 as President;
b) Dov Kolani, advocate, born in Jerusalem on October 22nd 1930, residing in Jerusalem at 63 Bar Kochva Street, working at the Ministry of Tourism of Israel in Jerusalem, 24 King George Street, as Member of the Board;
c) Paulus Wilhelmus Russell, attorney, residing in 1077 TZ Amsterdam, at Bernard Zweerskade 17, born in Amsterdam on July 18th, 1954, married, holding office in Russell Law Offices at 1082 AG Amsterdam at Reimersbeek 2, as Member of the Board;
d) Wilhelmus Hendrikus de Vos, mentioned hereinbefore, attorney residing in 2082 HK Santpoort-Zuid municipality Velsen, at Harddraverslaan 5, born in Haarlem on June 27th, 1950, married and holding office with De Vos & Steinz Law Offices at 1000 BA Amsterdam at Prinses Irenestraat 411 PO Bos. 1031, as Member of the Board;
e) the appearer, Harm Manuel, mentioned hereinbefore, attorney, residing in 1186 WL Amstelveen, at Kotter 62, born in Zwollwerkerspel on July 19, 1960, married, holding office with Russell Law Offices in 1082 AG Amsterdam at Reimersbeek 2, as Secretary;
- that the members of the Board as mentioned, who have accepted their appointment as appearing from four written instruments annexed to this deed, will resign at the next General Meeting. They shall be immediately eligible for re-election.