On this twelfth day of  December in the year Twothousand and two, appeared before me, Cornelis Everardus Martinus van Steenderen, civil law notary practising at Rijswijk, Zuid-Holland (the Netherlands):

Jacqeline Buijtendorp-van der Lubbe, secretary, for the purpose hereof residing at 2281 AJ Rijswijk, South Holland, Haagweg 175, born at The Hague on the thirty-first day of August Nineteen hundred sixt-one,

acting herein as attorney in fact authorised to represent:

1. GERRIT JAN PIETER VAN OTTERLOO,
2. PAUL CLEMENT BAART,

hereinafter jointly referred to as: "the incorporators".

The person appearing declared that the incorporators formed a Foundation under Netherlands law to be governed by the following

CONSTITUTION.

Name and seat.

Article 1.

1.    The name of the Foundation is: International Institute for Health Management and Quality

2.    The Foundation shall have its seat in the Municipality of Amsterdam.

Objects.

Article 2.

1.    The objects of the Foundation are to improve the quality of life of populations through improvement of health, environment and social capital of local, regional, national and international enterprises, organizations and institutions

and to perform any acts relating or conducive to the foregoing.

2.    The Foundation shall endeavour to achieve its objects by

a.         establishing, introduce, promote and maintain a quality system for health management in enterprises;

b.         accreditation of persons and organizations to use the standards given by the developed quality systems;

c.            auditing persons and organizations;

d.            certify persons and organizations;

e.            register persons and organizations;

f.         establish a scientific basis for continuously improvement of the quality systems for health management in enterprises;

g.         building networks of persons and organizations to introduce, promote and maintain a quality system for health management in enterprises.

3.            Foundation may not make any payments to a Founder or a Trustee.

4.    Foundation shall reimburse Trustees for expenses that they incur in the discharge of their duty.

The Board of Trustees shall be entitled to remunerate Trustees who are so eligible.

Financial resources.

Article 3.

The financial resources intended for the purpose of achieving the objects of the Foundation shall comprise:

a.    grants, gifts and donations;

b.    assets inherited or received as a bequest or legacy;

c.    any other revenues.

Board of Trustees; membership.

Article 4.

1.    The number of Trustees shall be no fewer than    three and no more than seven natural persons who shall elect a Chair, a Secretary and a Treasurer from among their number; the positions of Secretary and Treasurer can also be held by one person.

2.    Trustees shall be appointed by the Board of Trustees.

The Board of Trustees shall similarly determine the number of Trustees.

Vacancies shall be filled as quickly as possible, but within three months after the vacancies arise, without exception.

If the Board of Trustees is incomplete in number, it shall retain its powers.

3.    Trustees shall be appointed for an indefinite period.

4.    A Trustee shall cease to hold office:

a.         if he or she dies;

b.         if he or she is declared bankrupt or if he or she is subject to an arrangement under the debt rescheduling regulations for natural persons or if he or she applies for a moratorium;

c.         if he or she is placed under guardianship or if all his or her assets are held in trust;

d.         if he or she retires voluntarily;

e.         if he or she is removed from office by a court order;

f.         if he or she is removed from office by the other Trustees (no fewer than two) acting jointly.

Board of Trustees; duties and powers.

Article 5.

1.    The Board of Trustees shall be responsible for running the Foundation.

Each trustee shall be accountable to the Foundation for duly discharging his or her duties.

2.    The Board of Trustees shall be required to keep accounting records of the financial position of the Foundation and everything relating to the activities pursued by the Foundation, as such activities require, and to keep the appropriate books, documents and other data carriers in such a way that the rights and obligations of the Foundation are evident at all times.

3.    The Board shall be entitled to conclude contracts for the acquisition, sale or encumbrance of property subject to public registration and to conclude contracts by which the Foundation binds itself as guarantor or as joint and several debtor, warrants performance by a third party or undertakes to provide security for a third-party debt.
The Board of Trustees shall pass resolutions in this respect by a majority of at least two thirds of the number of votes cast.

4.    Failure to comply with the required majority stipulated in the preceding paragraph shall not affect the power of representation of the Board of Trustees or the Trustees themselves.

Board of Trustees; representation.

Article 6.

1.    The Board of Trustees shall represent the Foundation.

2.    Power to represent the Foundation shall also belong to the Chair, acting jointly with the Secretary or Treasurer, and also to the Secretary, acting jointly with the Treasurer.

3.    The Board of Trustees shall be entitled to pass resolutions to grant power of attorney to one or more Trustees and to third parties, both jointly and individually, to represent the Foundation within the limits of such power of attorney.

Board of Trustees; procedures.

Article 7.

1.  The Chair and no fewer than two of the remaining Trustees acting jointly shall be equally authorized to convene a meeting of the Board of Trustees.

2.    Meetings of the Board of Trustees shall be convened by the persons referred to in the preceding paragraph or by the Secretary on their behalf, subject to a minimum of seven days’ notice, excluding the date on which the meeting is convened and the date on which the meeting is held. Meetings shall be convened by a notice in writing, containing the agenda.

3.    Meetings of the Board of Trustees shall be held at the venue to be designated by the party who convened the meeting or who had the meeting convened.

4.    If any provision of the preceding two paragraphs has been contravened, the Board of Trustees can nevertheless pass valid resolutions, provided that the Trustees absent from the meeting declared prior to the meeting that they do not oppose the passing of resolutions.

5.    A Trustee may arrange, by means of a proxy in writing, to be represented at the meeting by a fellow Trustee.

A Trustee can only represent one other Trustee at the meeting.

6.    Trustees shall each have one vote at Board meetings.
Unless this Constitution stipulates a larger majority, all resolutions of the Board of Trustees shall be passed by an absolute majority of the votes cast.

If the votes regarding a motion not concerning persons are equally divided, the motion shall be defeated. If the votes are equally divided at an election of persons, lots shall be drawn to decide the issue.

If at an election of persons the vote is taken between more than two candidates and none of the candidates secures an absolute majority, another vote shall be taken between the two candida­tes who have secured the largest number of votes, where necessary after an interim vote.

7.    The Chair shall preside over the meetings of the Board of Trustees; in the Chair’s absence the meeting shall appoint its own chairman.

8.    The chairman of the meeting shall determine the method by which votes are to be taken at the meeting, provided that votes concerning persons shall be taken by ballot if one or more of the Trustees so demand.

9.    The opinion expressed at a meeting by the chairman of the meeting concerning the result of a vote shall be final.

The same shall apply to the subject matter of an adopted resolution in so far as the motion voted on was not recorded in writing.

10.    The business transacted during the meetings of the Board of Trustees shall be recorded in minutes kept by the Secretary or by the person so designated by the chairman of the meeting.

The minutes shall be confirmed at the same or the following meeting and shall in evidence of that confirmation be signed by the chairman and the secretary of that meeting.

11.    The Board of Trustees may also pass resolutions without holding a meeting, provided that all Trustees are given the opportunity to cast their votes and none of them opposes this method of passing resolutions. In that case a resolution shall be passed if the absolute majority or such larger majority of the Trustees as may be required has voted for the motion.

Any resolution passed without a meeting having been held shall be announced at the following meeting, which announcement shall be recorded in the minutes of that meeting.

12.    The Board of Trustees may adopt further regulations to govern its procedures.

Financial year, annual statements, budget.

Article 8.

1.    The financial year of the Foundation shall run concurrent with the calendar year.

2.    The Treasurer shall close the books of the Foundation as at the last day of the financial year and, on the basis thereof, shall draw up a balance sheet and a statement of income and expenditure for the financial year then ended, as soon as possible, but no later than five months after the end of the financial year.

The Treasurer shall send these documents to all the Trustees before expiry of the period referred to in the preceding sentence.

The Board of Trustees shall adopt the said documents at a meeting to be held within six months of the end of the financial year, and in witness thereof these documents shall be signed by all the Trustees.

3.    Before adopting the balance sheet and the statement of income and expenditure, the Board of Trustees may have these documents audited by a chartered accountant (register accountant) or other expert to be appointed by the Board of Trustees. The expert in question shall report on his audit to the Board of Trustees and, if he is entitled to do so, lay down the findings of his audit in an auditor’s report.

4.    At a meeting to be held before the end of the financial year, the Board of Trustees shall approve a budget regarding the income and expenditure for the following financial year.

The Treasurer shall prepare and send a draft of the budget to all the Trustees no later than the penultimate month of the financial year preceding the year to which the budget relates.

Amendments to the Constitution.

Article 9.

1.    The Board of Trustees shall have the right to amend the Constitution.

2.    A resolution by the Board of Trustees to amend the Constitution shall require a majority of at least two thirds of the votes cast at a plenary meeting of the Board of Trustees.

If not all the Trustees are present at the meeting at which a motion to amend the Constitution is debated, a new meeting shall be convened, to be held no earlier than two and no later than four weeks after the meeting in question, at which new meeting the resolution can be passed by a majority of at least two thirds of the votes cast regardless of the number of Trustees present or represented.

3.    If a motion to amend the Constitution is to be proposed at the meeting, such must be stated in the convening notice without fail. A copy of the motion containing the exact wording of the proposed amendment, must accompany the convening notice. The minimum period of notice required for convening the meeting in this case shall be two weeks.

4.    No amendment to the Constitution shall take effect until it has been recorded in a notarial instrument. Each of the Trustees shall be entitled to cause such instrument to be executed.

5.    The Trustees shall be required to lodge a certified copy of the instrument witnessing the amendment and a document containing the full text of the amended Constitution with the office of the Trade Register.

Dissolution and liquidation.

Article 10.

1.    The Board of Trustees shall be entitled to dissolve the Foundation.

The provisions of Paragraph 2 of the preceding Article shall apply by analogy to the resolution adopted by the Board of Trustees to dissolve the Foundation.

2.    When adopting its resolution to dissolve the Foundation, the Board of Trustees shall determine how any liquidation surplus is to be allocated, which allocation shall be in accordance with the objects of the Foundation as far as possible.

3.    The Trustees shall liquidate the Foundation, unless one or more other liquidators are appointed by the resolution to dissolve the Foundation.

If they suspect that the liabilities of the Foundation are likely to exceed its assets, they shall apply for a compulsory liquidation order, unless all the known creditors agree, when requested, with the continuation of the liquidation without applying for a compulsory liquidation order.

4.    The liquidators shall ensure that the dissolution is recorded in the Trade Register.

5.    The Foundation shall continue to exist after it has been dissolved, in so far as this is necessary for liquidation of its assets.

The provisions of this Constitution shall remain in force as far as possible during the liquidation of the Foundation.

The words ‘in liquidatie’ (in liquidation) must be added to the Foundation’s name in documents and notices issued by the Foundation.

6.    The Foundation shall cease to exist at such time as no further assets - of which the Foundation or the liquidators are aware – remain. The liquidators shall have an entry made in the Trade Register to the effect that the Foundation has ceased to exist.

7.    On 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 designated by law. The person in question shall be required to have an entry made in the Trade Register regarding his appointment.

 

Powers of attorney

x/.            Said powers of attorney are apparent from documents which shall be appended to this deed.

Closing Statement

This deed, drawn up in one original copy, was executed in Rijswijk, South-Holland, on the date first before written.

After the substance of this deed had been stated and the content thereof had been explained to the person appearing, that person declared to have taken cognisance of this deed and not to require this deed to be read out in full.

Subsequently, after a reading in part in accordance with the law, this deed was signed by the person appearing, who is known to me, and by me, Notary.