ARTICLES OF THE FOUNDATION
“GUT FLORA IN HEALTH AND DISEASE”

NAME, REGISTERED OFFICE, DURATION
Article 1

  1. The foundation bears the name of:
    Stichting “Gut Flora in Health and Disease” .
  2. The foundation is registered in the municipality of De Bilt, The Netherlands.
  3. The foundation has been set up for an indefinite period of time.

OBJECT
Article 2
The object of the foundation is:
To promote and disseminate knowledge in the field of gut flora and the promotion and financing of research into the application of probiotics in healthy and sick people and animals. With respect to this, the foundation concentrates on the exchange of knowledge, information and experience among researchers and physicians in this speciality.
In addition, information is supplied to the media and the public. The organisation of congresses, symposiums and workshops constitutes part of the foundation’s object. The foundation manages website: www.gutflora.org. The contents of this website are also part of the aforementioned object of the foundation.

BOARD OF DIRECTORS
Article 3
The foundation’s board of directors is made up of three natural persons. An incomplete board shall maintain its powers.

THE BOARD TASKS AND AUTHORITY
Article 4

  1. The board shall be in charge of the management of the foundation in compliance with the provisions in these articles.
  2. The board is entitled to effect agreements, including those mentioned in the Dutch Civil Code, Book 2 article 291 section 2, and to carry out other legal acts.
  3. Without prejudice to the provisions in law, the foundation shall be represented by two jointly acting directors. The board may authorise other parties to represent the foundation.
  4. In order to provide a scientific and social guarantee to the foundation, a scientific committee will be set up by the board, made up of a minimum of four (4) and a maximum of seven (7) international experts in the field of gut flora and probiotics. The board shall meet at least once (1) per year with this scientific committee.

The board may draw up provisions with regard to the composition, tasks and powers of the scientific committee may in by-laws.

THE BOARD’S PROCEDURE
Article 5

  1. All of the board’s resolutions shall be adopted with an absolute majority of the votes cast.
    Abstentions shall not be valid and not considered in the calculation of the number of votes cast.
  2. The board may pass resolutions in a method other than through a meeting provided that all the members of the board shall be given the opportunity to cast their votes and none of them lodges any objections against this decision-making method.
  3. Voting at meetings shall take place verbally; voting on persons shall take place in writing. As long as none of the members of the board raises any objections, voting by acclamation shall be allowed. If in an election of persons none of the candidates obtains the absolute majority, the two candidates who collected the greatest number of votes shall be eligible for another election. If more than two candidates have collected an equal number of votes and are eligible for a re-election, the drawing of lots shall decide between which two candidates a re-election shall be held.
    If the votes are equally divided after another voting, the decision shall be made by the drawing of lots. In any other case, the proposal shall be considered rejected in the event that the votes are equally divided.
  4. Minutes shall be kept of the items discussed at the board meeting by the person appointed thereto by the board.

FINANCIAL MANAGEMENT AND FINANCIAL RESOURCES
Article 6
The foundation’s financial resources consist of:

  • contributions of participants to the congress;
  • remunerations from third parties on account of services rendered;
  • subsidies, donations and gifts;
  • testamentary dispositions and legacies;
  • any other lawful acquisitions and receipts.

The financial receipts shall be used for the benefit of the foundation’s object, mentioned in Article 2.

Article 7

  1. The foundation’s financial year shall concur with the calendar year.
  2. Prior to the commencement of each calendar year, the board shall draw up a budget.
  3. From the last day of the financial year the board shall close the foundation’s books and draw up a balance sheet and a statement of the receipts and expenditure on the past year as soon as possible, however not later than five months after the end of the financial year.
  4. The annual account shall be examined by an accountant appointed by the board for this purpose, who shall submit a report to the board as a declaration.

AMENDMENT TO THE ARTICLES AND DISSOLUTION
Article 8

  1. These articles may be amended through a resolution of the board.
  2. An amendment to the articles shall not take effect until the date at which it has been executed by a notary.
  3. The provisions in section one shall be accordingly applicable to a resolution from the board for the dissolution of the foundation.
  4. The foundation shall be liquidated by the board in compliance with the respectively applicable provisions in law.
    Any balance remaining after liquidation shall be used for the purpose of the same object.

FINAL CLAUSES
Article 9
The board shall decide in any cases that are not provided for in these articles of association.
Final declaration
In conclusion, the party who appeared declares that at the time this deed was executed, the board is made up as follows:
Members of the board:

  1. Prof. dr. Louis Marie Antoine AKKERMANS, born in Maastricht on the twenty-ninth of September nineteen hundred and forty;
  2. Prof. dr. Ir. Franciscus Maria ROMBOUTS, born in Chaam on the fifteenth of February nineteen hundred and thirty-seven;
  3. Ing. Peter Remco PEKELHARING, born in Hellendoorn on the twenty-sixth of March nineteen hundred and forty-seven.

Office address:
The party who appeared declares that the foundation has its offices in Bilthoven ( municipality of De Bilt), on Gezichtslaan 27, 3723 GB Bilthoven.

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