INTERNATIONAL MASS SPECTROMETRY FOUNDATION BYLAWS
68880 CM

1. Dr. JAN VINK, chemist, born in Moordrecht on 2 April, nineteenhundred and forty-four, holder of passport number N66290253, issued at Apeldoorn on 9 February, nineteenhundred and ninety-eight, residing at Montanalaan 8, 7313 CJ Apeldoorn, married;
2. Professor NICOLAAS MARTINUS MARIA NIBBERING, chemist, born in Zaandam on 29 May, nineteenhundred and thirty-eight, holder of passport number 0063393175, issued at Abcoude on 9 February, nineteenhundred and ninety, residing at Janshof 39, 1391 XK Abcoude, married.

1. The name of the foundation is: International Mass Spectrometry Foundation.


2. The foundation's registered office is situated at Apeldoorn, the Netherlands.


3. The foundation has been established for an indefinite time.

• subsidies and donations;
• gifts, testamentary dispositions and legacies;
• all other acquisitions and profits.

1. The foundation's board shall consist of at least seven members, whose first members are appointed by this deed. The number of members shall be determined by the board, with due observance of the provisions stated in the previous sentence.


2. The board (with the exception of the first board, whose members are appointed to a particular function) shall select from among its members, a chairman, a secretary and a treasurer. The functions of secretary and treasurer may also be held by one and the same person.


3. Each member of the board shall step down after a maximum of three years following their appointment, in accordance with a schedule for retirement by rotation drawn up by the board. The retiring board member is eligible for reappointment. The person appointed to fill a temporary vacancy shall take over his/her predecessor's position until the scheduled retirement by rotation.


4. In the event that one or more vacancies arise on the board, the remaining board member or members shall provide for the appointment of one or more successors within two months after the vacancy or vacancies arose. If the meeting of affiliates has drawn up one or more proposals for the appointment of a board member, as referred to in article 10, subsection 4, the Board shall strive to appoint the person proposed as a board member.


5. Any person who has been dismissed from office as a board member of a foundation by a court of law five years or less prior to the proposed appointment shall not be eligible as a member of the board.


6. In the event of one or more board members being absent or unavailable, the remaining board member or members shall nevertheless constitute a legal board, with due observance of article 7.


7. The board is authorised to suspend or remove a member of the board from office.


8. The members of the board shall not receive a remuneration for their activities. They shall have a right to an allowance for expenses made in the performance of their functions.


9. Each board member shall be liable towards the foundation for the reasonable execution of the tasks assigned to him. If two or more board members are responsible for a specific territory, each one of them is fully liable with respect to any shortcoming, unless such shortcoming is not attributable to him and he has not been negligent in taking measures to avert its consequences.

1. The board shall decide where the board meetings are to be held.


2. Annually at least one meeting shall be held and the board shall decide on its form.


3. In addition, meetings shall be held each time the chairman deems this desirable, or if one of the board members submits a written request for this purpose to the chairman, stating exactly the items to be dealt with. If the chairman does not grant such a request, to the effect that the meeting can be held within three weeks after the request, the applicant himself shall be authorised to convene a meeting, with due observance of the required formalities.


4. The meeting is called by the chairman, notwithstanding the provisions of subsection 3, at least fifteen days in advance, not counting the day of of the notice convening a meeting and the day the meeting shall be held, by means of letters of convocation.


5. Besides the venue and time of the meeting, the convocation shall mention the business to be transacted.


6. Insofar as all board members that are in office are present at a board meeting, valid resolutions may be taken about all matters raised, provided they are taken unanimously, even though the regulations prescribed by the articles of association for calling and holding meetings have not been observed.


7. The meetings shall be presided by the chairman of the board; in his absence, the meeting itself shall appoint its chairman.


8. Minutes of the proceedings in the meetings shall be taken by the secretary or by one of those present as requested by the chairman. The minutes shall be drawn up and signed by the chairman and secretary of the meeting.


9. The board may only take valid resolutions, if the majority of its members that are in office are present or represented at the meeting. A board member may be represented by another board member on submission of a written proxy that is deemed sufficient by the chairman of the meeting. A member of the board may only appear as the proxy of one member of the board. If votes are cast for a proposal to dismiss a member of the board as referred to in article 8, the member of the board, whose dismissal is concerned shall not be allowed to take part in the voting and this member of the board shall not be counted for the quorum, as set out in the first full sentence of this subsection.


10. The board may also take resolutions outside meetings, provided all members of the board have been offered the opportunity to express their views in writing, by telegraph, telex, fax, or e-mail. The secretary shall draw up a report of a resolution thus taken, which after having been co-signed by the chairman, shall be added to the minutes, together with the replies received.


11. Every member of the board shall have the right to cast one vote. Insofar as these articles do not prescribe a larger majority, all resolutions by the board shall be taken by a simple majority of valid votes. The chairman's judgement expressed during the meeting with respect to the outcome of a vote shall be decisive. The same shall apply to the content of a resolution taken insofar a vote was cast on a motion not submitted in writing. If upon pronouncement of a judgement by the chairman, the correctness thereof is disputed, a new vote shall be held, if the majority of the meeting, or, in case the original vote was not by poll or by ballot, a voting member present requires so. As a result of this new vote, the legal consequences of the original vote shall be cancelled.


12. All votes at the meeting shall be oral, unless the chairman deems a ballot desirable, or one of the voting members requests this before the vote. Votes by ballot shall be cast via signed, closed pieces of paper.


13. Blank votes shall be deemed not to have been cast.


14. In all voting disputes that are not covered by the articles, the chairman shall decide.

1. The board shall be charged with managing the foundation.


2. The board shall not be authorised to decide to conclude agreements for acquiring, alienating, and mortgaging register-bound goods.


3. The board shall not be authorised to decide to conclude agreements for which the foundation binds itself as a surety or joint and several debtor, answers for third parties or gives security for a debt of others.

1. The foundation shall be represented by:
1. either the board;
2. or two members of the board acting jointly.


2. The board may also appoint authorised representatives with general or restricted powers of attorney. Each of these shall represent the foundation in due observance of the limitations imposed on his authority. Only members of a committee set up by the board as referred to in article 9 can be appointed as authorised representatives.

1. through the death of a member;
2. on losing the free control over his ability;
3. on written resignation;
4. at the moment determined by the schedule of rotation in article 4, subsection 3;
5. on dismissal on the grounds of section 298, Book 2, of the Dutch Civil Code;
6. on dismissal by the board.

1. The board shall be authorised to have committees, which can be established and dissolved by the board, carry out specific elements of its task. The board appoints and dismisses the members of the committees.


2. The board shall be authorised to lay down one or more regulations to settle those issues that are not covered by these articles.


3. If the board sets up a committee, the board shall lay down regulations specifying the tasks and authorisations of a committee, as well as the division of activities and the appointment of the committee members.


4. A regulation shall not be contrary to the law or these articles.


5. The board shall at all times be authorised to change or cancel a regulation.

1. The foundation has affiliates. Natural persons, organisations, and legal entities that subscribe to the object of the foundation and want to further the realisation thereof, can be affiliated.


2. The board shall decide on the admittance of affiliates and can lay down conditions and/or the obligation to pay an annual contribution to the foundation for such admittance. The rights and duties of the affiliates can at all times be terminated by both parties. Termination by the foundation shall be effected by the board.


3. The affiliates shall convene on the occasion of an international conference on mass spectrometry, called for this purpose by the board and at the venue to be determined by the board. The board determines the agenda of the meeting of affiliates.


4. The meeting of affiliates may make recommendations regarding the object of the foundation and is also authorised to make non-binding recommendations for the appointment of members of the board.

1. The foundation's fiscal year shall coincide with the calendar year.


2. Each year on the thirty-first of December the books of the foundation shall be balanced. From these, the treasurer shall draw up a balance and a statement of assets and liabilities (hereinafter to be jointly called: annual accounts) of the concluded fiscal year. These annual accounts, insofar as the board desires so, accompanied by a report from a chartered public accountant or from an accountant-administrative consultant, shall be offered to the board within six months following the completion of the fiscal year.


3. The annual accounts shall be determined by the board and kept for a minimum of ten years.

1. The board shall be authorised to amend these articles. A resolution to amend the articles of association shall only be adopted with two-thirds of the votes cast.


2. On pain of being null and void, the amendment shall be established by a notarial deed. Each of the members of the board shall be authorised to draw up that deed.


3. The members of the board are bound to deposit an authentic extract of the amendment, as well as the amended articles, at the offices of the Public Register of Foundations, held by the Chamber of Commerce and Industry, within whose district the foundation has its registered office.

1. The board shall be authorised to dissolve the foundation. The provisions of article 12, subsection 1, shall apply to the resolution to do so.


2. The foundation shall continue to exist after its dissolution, insofar as this shall be required for the liquidation of its capital. To documents and announcements originating from the foundation shall be added the name: in liquidation.


3. The liquidation shall be effected by the members of the board.


4. The liquidators shall ensure that the dissolution of the foundation is entered into the register, as referred to in article 12, subsection 3.


5. During liquidation, the provisions of these articles shall remain in force insofar as possible.


6. Any credit balance of the dissolved foundation shall be paid to a legal entity to be designated by the board upon the resolution for dissolution, whose object coincides as much as possible with that of the foundation, to be determined by the board. In the event that and insofar such a designation has not taken place or can no longer be executed, the credit balance shall, at the request of the liquidator(s), be spent for an object to be determined in conformity with the cantonal judge or other judge in whose legal territory the registered office of the foundations is situated.


7. The accounts and records of the foundation so dissolved shall remain for a period of ten years after liquidation, in the custody of the youngest liquidator or another person to be appointed by the liquidator(s).

The appearer is known to me, notary public, and the identity of the appearer involved in this deed has been determined by me, notary public, on the basis of the document referred to above and intended for that purpose.
IN WITNESS WHEREOF, the original of this deed was executed at Apeldoorn, on the date first above written.
The substance of this deed having been stated to the appearer, he declared that he noted the contents thereof and that he relinquished his right to a full reading of the text.
Whereupon this deed was signed, after a summary reading, by the appearer and me, notary public.

 Back to Top