Below is a translation from the original Statuten of the MIDL Foundation in Dutch. The translation was produced by DeepL and edited by Bram van Ginneken.
Today, September 19, 2019, appeared before me, Mr. Johannes Petrus Wilhelmus Victor Hopmans, notary established at Nijmegen: Bram van Ginneken. The person appearing declared by this deed that he would set up a foundation and for that purpose established the following articles of association:
NAME AND REGISTERED OFFICE STATUTES
- The foundation shall be known as the MIDL Foundation.
- The foundation is located in the municipality of Nijmegen.
- The aim of the foundation is: to stimulate research in the field of medical imaging and image analysis, deep learning, machine learning, artificial intelligence, and all other scientific fields related to it.
- The foundation tries to achieve its goal by, among other things: organizing and supporting conferences, meetings, publications and activities in the above field, and the acquisition of funds for these activities. One of these meetings is the annual MIDL (Medical Imaging with Deep Learning) conference.
The assets of the foundation shall consist of: a. revenues from activities such as the annual MIDL conference; b. subsidies and donations; c. acquisitions by virtue of inheritance or legacy; d. payments for services provided by the foundation; e. all other acquisitions and benefits. Inheritances may only be granted by the foundation. accepted under the privilege of inventory.
- The foundation shall be governed by a board consisting of a committee to be determined by the board of at least three members. Board members are appointed, suspended and dismissed by the board.
- The Board shall elect a chairman, a secretary and a treasurer from among its members. The positions of secretary and treasurer may be held by one person.
- Only natural persons may be appointed as members of the Board.
- The Board may draw up a retirement schedule. A member resigning in accordance with the roster can be reappointed immediately.
- Membership of the Board ends: a. by resigning in accordance with any resignation schedule; b. at his own request, by thanking him in writing; c. due to his bankruptcy or suspension of payments or if the debt rescheduling scheme becomes applicable to him; d. by being placed under guardianship; e. on his death; f. by his dismissal granted by the Board for important reasons; g. by his dismissal by the court on the basis of the provisions of the law.
- The members of the Board shall not as such be remunerated for their work. The Board may decide to reimburse travel and subsistence expenses for board members.
- If the Board temporarily consists of fewer than three or fewer than the number of Board members determined by the Board, it shall nevertheless remain authorised, under the obligation to take such measures as soon as possible to fill the vacancy(s).
TASKS AND POWERS OF THE BOARD
- Subject to limitations according to the articles of association, the board shall be charged with the management of the foundation.
- The board is authorised to enter into agreements to acquire, dispose of and encumber registered property and to enter into agreements whereby the foundation commits itself as guarantor or joint and several debtor, warrants a third party or undertakes to provide security for a debt of a third party. The provisions of Article 9(2) shall apply mutatis mutandis to such a decision.
- The board is authorised to represent the foundation, unless the law provides otherwise. The authority to represent the foundation shall also be vested in two members of the Board acting jointly. The board may authorise a member of the board and/or a third party to represent the foundation within the limits described in the power of attorney.
- The board shall meet at least once a year and furthermore as often as the chairman or another board member deems appropriate. Notice of a meeting shall be given in writing, e.g. by e-mail, at least seven days in advance - not counting the date of the convocation and the date of the meeting - stating the place of the meeting and the items to be discussed. Attendance at the meeting by telephone is possible.
- If the meeting is not convened in writing or if subjects are discussed that were not mentioned in the convocation, or if the convocation is convened within a period of less than seven days, a valid decision of the board is nevertheless possible, provided that all board members are present at the meeting in question and that no members of the board oppose the decision-making process.
- The board meetings shall be chaired by the chairman and, in his absence, by another board member to be appointed by the meeting. Valid decisions can only be taken if at least half of the board members in office are present or represented.
- Minutes shall be kept of each board meeting by the secretary or, in his absence, by a designated board member. The minutes shall be adopted in the same or in a subsequent board meeting and shall be signed by the chairman and secretary of that meeting as proof thereof.
- Admission to the meeting shall be granted to the members of the board who have not been suspended, as well as to those who are admitted by the members of the board present at the meeting. A suspended board member shall have access to the meeting at which the lifting or extension of his suspension is decided. If a resolution to suspend or dismiss a member of the board is on the agenda, the person concerned will be heard and may be assisted in this by a legal counsel.
- A board member may be represented at the meeting by a fellow board member who he has written authorisation to do so. A board member may represent no more than one fellow board member at the meeting.
- Each board member, insofar as not suspended, has one vote. Unless otherwise provided in these Articles of Association, resolutions of the board shall be passed by an absolute majority of the votes cast at the meeting. Blank votes shall be deemed not to have been cast. In the event of a tie, the proposal will be raised again at a subsequent meeting. If the votes are again tied, the proposal is rejected. The chairman of the meeting determines the method of voting.
- Resolutions of the board may be made without holding a meeting, provided that all the members of the board are given the opportunity to vote and all of them have declared in writing that they do not object to this method of decision-making. A decision will then be taken as soon as the required majority of all board members have declared in writing that they support the proposal.
FINANCIAL YEAR AND FINANCIAL STATEMENTS
- The foundation's financial year coincides with the calendar year.
- The board is obliged to keep such records concerning the state of the foundation's assets and liabilities and all matters relating to its activities, that the rights and obligations of the foundation can be known at any time.
- Within six months of the end of the financial year, the board is obliged to draw up a balance sheet and a statement of income and expenditure and to draw them up on paper. The balance sheet and statement of income and expenditure shall be designed by the Treasurer and submitted to the Board before a date to be determined by the Board. Adoption by the Board of the documents designed by the Treasurer shall discharge the Treasurer.
- The Board shall be obliged to keep the documents, books, documents and other documents referred to in paragraph 2 of this article, other data carriers as well as the balance sheet and statement of income and expenditure for the duration required by the law.
AMENDMENT OF THE ARTICLES OF ASSOCIATION
- The Board is authorised to decide to amend the articles of association.
- A resolution of the board to amend the articles of association requires a majority of two-thirds of the votes cast at a meeting at which all directors in office are present or represented. If a meeting at which a proposal to amend the articles of association is on the agenda is not complete, a second meeting shall be convened, to be held no earlier than two weeks and no later than four weeks after the first meeting. At this second meeting, irrespective of the number of current or represented board members, a valid resolution can be passed on the proposal as it was discussed at the first meeting, provided that it is passed by a two-thirds majority of the votes cast.
- A copy of the proposal, containing the verbatim text of the proposed amendment, must be attached to the notice convening the meeting at which an amendment to the articles of association is to be proposed.
- An amendment to the articles of association shall not take effect until a notarial deed has been drawn up to that effect. Each member of the Board shall be authorised to execute a deed of amendment to the articles of association.
DISSOLUTION AND LIQUIDATION
- The board is authorised to decide to dissolve the foundation.
- The provisions of paragraph 2 of the previous article apply mutatis mutandis to the resolution of the Board to dissolve the foundation.
- The resolution to dissolve shall also determine the destination of the balance of the liquidation.
- After the dissolution the liquidation shall be carried out by the directors.
- A surplus after liquidation shall be distributed as determined by the liquidators.
- After completion of the liquidation, the books and records of the dissolved foundation shall remain in the custody of the person appointed by the liquidators for the period prescribed by law.
- The provisions of Title 1, Book 2 of the Dutch Civil Code shall otherwise apply to the liquidation.
Contrary to the provisions of Article 4 paragraph 1, the first board consists of one person, the founder. This provision shall cease to have effect and shall be regarded as no longer forming part of these Articles of Association if and as soon as the foundation has provided for the appointment of two or more additional board members.
This deed was executed in Nijmegen on the date stated in the head of this deed.
The person appearing is known to me, civil-law notary. The contents of the deed have been given and explained to him. The person appearing has declared that he does not wish the deed to be read out in full, that he has taken cognizance of the contents of the deed in good time before it is executed and that he agrees with the contents of the deed. Immediately thereafter, the deed was read out in a limited manner and signed by the person appearing and by me, the civil-law notary.