Statutes
Foundation establishment:
Food Safety & Security Foundation
(Here follows the english translation of the original dutch statutes document.)
This day, twelve April two thousand and twenty-four, appeared before me, Frans Eduard van Beek, civil-
law notary with place of business in the municipality of De Bilt:
1. Mr Hubertus Leonardus Maria LELIEVELD, residing at 3723 HT Bilthoven, Ensahlaan 11, born in
The Hague on the twelfth of February nineteen hundred and forty-four, married; and
2. Mr Lammert BAAS, residing at 1333 CN Almere, Stellingmolenstraat 80, born in Weststellingwerf
on the twenty-fifth of January nineteen hundred and fifty-three, married;
hereinafter together referred to as: “the founders”.
The appearing persons have declared to me, civil-law notary, the following: The incorporators hereby
establish a foundation and adopt the following articles of association for that purpose.
STATUTES
Article 1 – Name and seat
1. The name of the foundation is: Food Safety & Security Foundation.
2. The foundation has its registered office in the municipality of De Bilt.
Article 2 – Purpose
1. The purpose of the foundation- shall be:
a. To collect funds that can help the foundation to support organisations that aim to
provide sufficient safe food for everyone in the world, such as the Global Harmonisation Initiative
(GHI), and to organise, for their benefit, meetings, such as conferences and congresses;
b. Raising funds to support scientists who, without financial support cannot participate in
the aforementioned meetings;
and the performance of anything related to or conducive to this.
2. This purpose shall not include making payments to the founder or to those who are members of
bodies of the foundation.
3. The foundation aims at public benefit.
4. The foundation shall have no profit motive.
Article 3 – Board: composition, appointment, remuneration, dismissal
1. The board of the foundation shall consist of two or more natural persons. The board shall
determine the number of board members.
A non-exhaustive board shall retain its powers.
The board may appoint from among its members a chairman, a secretary and a treasurer. One board
member may hold more than one of these positions.
2. Board members are appointed by the board. Vacancies shall be filled as soon as possible, but in
any case within three months of their occurrence.
3. Each board member shall meet the following requirements:
a. a board member is a natural person;
b. a board member shall have free management of his assets;
No more than half of the number of board members may have a family relationship with another board
member. Family relationship means related by blood or affinity up to the fourth degree and the capacity
of spouse, registered partner or other life companion.
4. Board members are appointed for an indefinite period of time.
5. All board members may be reimbursed for expenses reasonably incurred in the performance of
their duties.
Board members shall receive no remuneration for their work.
6. A board member may be suspended by the joint remaining board members, at least two in
number.
Following a suspension, the board shall convene a new meeting, which shall be held within four weeks
after the suspension. At that meeting, it shall be decided whether to lift the suspension, extend the
suspension or dismiss the board member concerned. A suspension can never exceed three months in
total.
If no new meeting is held within the aforementioned four weeks, if the suspension is not extended at that
meeting or if after the lapse of three months, no decision to dismiss has been taken, the suspension
lapses.
7. A board member shall cease to hold office:
a. by his death;
b. by his bankruptcy, by declaring him subject to the debt rescheduling scheme for natural
persons or by obtaining a suspension of payment;
c. through his placement under guardianship or administration of his entire assets
d. by his voluntary resignation
e. by his dismissal by the court
f. by his resignation given by the joint remaining board members, at least two in number.
8. In the event of the absence or inability to act of one or more board members, the remaining
board members, or the sole remaining board member shall be temporarily in charge of the management.
In the event of the absence or inability to act of all managing board members, a person to be designated
by the board for that purpose for an indefinite period of time shall be temporarily in charge of the
management.
Inability to act shall in any event be understood to mean suspension and the case in which, for whatever
reason, the reason during a continuous period of at least seven days by the the foundation or a co-
manager cannot contact a member of the managing board, with the proviso that the obtained, on the
understanding that the board may decide that a different period shall apply.
Article 4 – Board: convening, meetings, decision-making
1. Each board member is authorised to convene a meeting of the board.
2. The convocation of the meeting of the board shall be in writing. At this convocation shall specify
the day on which the meeting is to take place, the starting time the starting time of the meeting and the
subjects to be discussed (agenda). The convocation shall take place subject to at least seven days’ notice,
not counting the day of convocation and that of the meeting.
The managing board member who has made known an address to the foundation for this purpose may be
summoned to the meetings of the board by a legible and reproducible message sent electronically to that
address.
3. The meetings of the Board shall be held at the place to be determined by
the person calling the meeting.
4. If any provision of the two previous paragraphs is contravened, the
board may nevertheless pass valid resolutions if all board members are present or represented at the
meeting.
5. A board member may grant a written power of attorney to another board member to
be represented at the meeting. An electronically recorded
board member cannot represent more than one co-board member at the meeting.
6. At board meetings, each board member has one vote. Insofar as these articles of association do
not prescribe a larger majority, resolutions shall be passed by the board by an absolute majority of the
votes cast.
In the event of a tied vote on matters, the proposal shall be rejected.
7. A board member shall not participate in deliberations and decision-making if he has a direct or
indirect personal interest therein that conflicts with the interests of the foundation and its affiliated
enterprise or organisation. If this prevents a board decision from being taken, the board member
concerned is nevertheless authorised to participate in deliberations and decision-making, and the board
is authorised to take the decision in this manner. The board shall then record in writing the considerations
underlying the decision.
Article 5 – Board: conduct of meetings, minutes, decision-making outside meeting
1. The chairman shall preside over the meetings of the board. In his absence, the meeting itself
shall provide for its leadership.
2. The chairman of the meeting shall determine the manner in which votes at the
meetings shall be held.
3. The opinion expressed at the meeting by the chairman of the meeting on the result of a vote
shall be decisive.
The same applies to the content of a resolution passed, insofar as a vote was taken on a proposal not
recorded in writing. If the correctness of the chairman’s opinion is disputed immediately after it is
pronounced, a new vote shall be taken if the majority of the meeting or, if the original vote was not by roll
call or in writing, a person present with voting rights so requires. This new vote shall remove the legal
consequences of the original vote.
4. Minutes shall be kept of the proceedings at the meetings of the board.
Minutes shall be kept by the person designated for that purpose by the chairman of the meeting.
After being adopted, the minutes shall be signed by the chairman and the secretary of the meeting.
meeting.
5. The board may also take decisions otherwise than at a meeting if all board members vote in writing. A
resolution is then passed if all board members have declared themselves in favour of the proposal.
If these articles of association state that a resolution is passed at a meeting, regardless of whether a
certain attendance quorum or majority is prescribed for this prescribed, the resolution may also be
passed outside a meeting. Also then, the resolution is only adopted if all board members have
declared
themselves in favour of the proposal in writing. A written statement shall also include a legible and
reproducible message sent electronically to the address address which the board has determined for
this purpose and has made known to all board members.
Article 6 – Board: duties and powers
1. The board is charged with managing the foundation. Each member of the board shall be obliged
towards the foundation to properly fulfil the duties assigned to him/her. The board is obliged to keep
records of the financial position of the foundation and of everything related to the activities of the
foundation, in accordance with the requirements arising from these activities, in such a way that the
rights and obligations of the foundation can be known at any time.
The board shall be obliged to keep the said books, documents and other data carriers for seven years.
2. The board shall not be authorised to decide to enter into agreements to
2. The board shall not be authorised to resolve to enter into agreements to acquire, alienate or encumber
registered property or to enter into agreements whereby the foundation binds itself as surety or joint and
several debtors, warrants performance by a third party or provides security for a debt of a third party.
3. Inheritances may only be accepted under the privilege of inventory.
Inheritances may only be accepted under the privilege of inventory.
Article 7 – Management: representation
1. The following shall be authorised to represent the foundation
– entire board together;
– two board members acting jointly, of whom at least one must be the chairman, the secretary or
the treasurer.
An individual board member cannot represent the foundation unless the board consists of one
board member.
2. The board may decide to grant an occasional or continuous power of attorney to one or more
board members and/or to others, both acting jointly and individually, to represent the foundation within
the limits of that power of attorney.
Article 8 – Financial year; reporting
1. The financial year shall run concurrently with the calendar year.
2. The board shall be obliged annually, within six months after the end of the financial year, to
prepare the balance sheet and the statement of income and expenditure of the foundation to be drawn
up and put on paper.
The treasurer shall send these documents before the end of the period referred to in the previous
sentence referred to in the previous sentence to all board members. The board shall prepare annual
accounts and a management report as referred to in Article 2:300 of the Dutch Civil Code if required by
law. In that case, the board shall make a copy thereof available for inspection by the board at the office of
the foundation with the information to be added by law.
3. Prior to the adoption of the balance sheet and the statement of income and expenditure, the
Board may have these before proceeding to adopt the balance sheet and statement of income and
expenditure, the Board may have these documents examined by an auditor appointed by it as referred to
in accountant as referred to in Article 2:393(1) of the Dutch Civil Code. This auditor shall report on his
audit to the Board. He shall render the result of his examination in a declaration concerning the
truthfulness of the documents.
4. The balance sheet and the statement of income and expenditure of the foundation or the annual
accounts shall be adopted by the Board within one month of the documents being prepared as referred
to in paragraph 2.
The adopted documents shall be signed by all board members. If the signature of one of them is missing,
the reason shall be stated on the documents.
5. The period referred to in paragraph 2 may be extended by the board by no more than
four months based on special circumstances.
Article 9 – Regulations
1. The board may adopt one or more regulations. Regulations shall contain rules or further rules,
which the board considers necessary for the execution of its task. Regulations may never be contrary to
the articles of association or the law. The board may amend and also revoke any regulation made by it.
2. A regulation shall be laid down in writing stating the day on which it
takes effect. This date cannot be before the date on which the -decision was made.
3. For the adoption, amendment or repeal of a regulation, the provisions of in Article 10,
paragraphs 2 and 3 shall apply mutatis mutandis as far as possible.
Article 10 – Amendment of statutes
1. The board is authorised to amend the articles of association.
2. The decision to amend the articles of association may only be taken by a majority
of at least three-fourths (3/4ths) of the votes cast at a meeting at which all the
at which all board members are present or represented. -If at the meeting at which a resolution to
amend the articles of association is discussed the -required number of board members is not present or
represented, a new meeting may be convened after that meeting, to be held no earlier than seven and no
later than twenty-one (21) days after the first meeting. At the new meeting, the resolution to amend the
articles of association may be passed by a majority of at least three-fourths (3/4ths) of the votes cast,
regardless of the number of board members present or represented.
3. If a proposal to amend the articles of association is made, it must be stated in the notice
convening the relevant meeting. The verbatim text of the proposed amendment must be attached to that
notice. The notice period in this case shall be at least two weeks.
4. An amendment of the Articles of Association shall take effect at the time determined by the
Board, but not before a notarial deed has been drawn up. Each managing board member shall be
authorised to have this deed executed. The board may authorise one or more board members and/or
others, both jointly and individually, to have the deed of amendment of the articles of association
executed.
Article 11 – Merger; division; conversion
To a resolution of the board to merge or demerge within the meaning of Title 7 of Book 2 of the Dutch
Civil Code and to a resolution of the board to convert the foundation into another legal form in
accordance with Article 2:18 of the Dutch Civil Code, the provisions of paragraphs 1, 2 and 3 of the
preceding article shall apply mutatis mutandis as far as possible, without prejudice to the requirements of
the law.
Article 12 – Dissolution and liquidation
1. The board is authorised to dissolve the foundation.
The provisions of Article 10, paragraphs 2 and 3 shall apply mutatis mutandis to the resolution to
dissolve as much as possible.
2. In its resolution to dissolve, the board shall determine the destination of any surplus balance.
The credit balance shall be spent for the benefit of a public benefit organisation with a similar objective.
3. The board shall be charged with the liquidation of the foundation’s assets, insofar as no other
liquidator(s) have been appointed by the resolution of dissolution.
Article 13 – First financial year
The first financial year shall run up to and including the thirty-first of December two thousand and
twenty-four.
FINAL DECLARATIONS
Finally, the persons appearing declared:
First Board
The first board consists of two board members.
Appointed as board members for the first time:
Mr Hubertus Leonardus Maria LELIEVELD aforementioned, as chairman;
Mr Lammert BAAS aforementioned, as secretary and as treasurer.
Address
The address of the foundation is 3723 HT Bilthoven, Ensahlaan 11.
Annexes
No documents are attached to this deed.
SLOT
The persons appearing are known to me, civil-law notary, and the identity of the persons/parties involved
in this deed has been verified by me, civil-law notary.
Persons/parties involved in this deed have been established by me, civil law notary, insofar as required by
law, the on the basis of the documents provided for that purpose.
WHEREOF THIS DEED was executed in minute in Bilthoven, municipality of De Bilt, on the date stated
stated in the heading of this deed.
The substance of the deed was given and explained to the persons appearing.
The persons appearing stated that they did not wish the deed to be read out in full, that they had
received a draft deed in good time before its execution and that they had taken note of the contents of
the deed and agreed to the contents.
Subsequently, after limited reading, this deed was signed by the appearing persons and me, civil-law
notary, at fifteen o’clock and nineteen minutes.
Follows signing
ISSUED FOR COPY:
