Articles of Association

ARTICLES OF ASSOCIATION OF THE FOUNDATION Version 1.2 – Caro Kroon, 20122103 Today, [date], appeared before me, [name notary], civil-law notary in [placename]: 1. Mrs. Caro Kroon, born [14-06-1966] in [Rotterdam]. The appeared persons hereby declare to establish a foundation by this deed and to establish the following articles of association:
Name and Seat Article 1 1. The foundation is named: Stichting Spoonk.
2. The foundation is established in the municipality of Leeuwarden.
Purpose
Article 2
1. The purpose of the foundation is:
a. to bring theater work in the municipality of Leeuwarden and its immediate vicinity to the attention, which is not always or rarely seen in this region in theaters;
b. the performance of all further acts that are related to or conducive to the foregoing in the broadest sense.
2. The foundation seeks to realize its purpose, among other things, by producing the work of largely contemporary theater makers in a completely unique yet professional manner in ludic (outdoor) locations.
3. The foundation has no profit motive.
Board: composition, method of appointment and remuneration
Article 3
1. The board of the foundation consists of a number to be determined by the board of at least three and at most seven directors. Only natural persons can be appointed as directors.
2. The directors are appointed and dismissed by the board. Vacancies must be filled as soon as possible. The board chooses from among its members a chairperson, a secretary, and a treasurer. Each function must be fulfilled by one person.
3. The directors are appointed for a period of three years. They retire according to a rota drawn up by the board. A director who retires according to the rota may be reappointed immediately and indefinitely. The director appointed to fill a interim vacancy takes the place on the retirement rota of the person in whose vacancy he was appointed.
4. In the event of one or more vacancies on the board, the board retains its powers.
5. The directors receive no remuneration for their activities.
They are entitled to reimbursement of the expenses incurred by them in the performance of their duties.
Board: task and powers
Article 4
1. The board is responsible for the management of the foundation.
2. The board is authorized to decide to enter into agreements for the
acquisition, disposition, and encumbrance of real property, provided that the decision is taken unanimously by all directors in office.
3. The board is authorized to decide to enter into agreements in which the foundation acts as surety or joint and several debtor, undertakes to be liable for a third party, or undertakes to provide security for a debt of another, provided that the decision is taken unanimously by all directors in office.
3a. Third parties may invoke actions contrary to sections 2 and 3.
4. Dispositions under will may only be accepted with the benefit of inventory.
Board: meetings
Article 5
1. The meetings of the board are held in the Netherlands at the location as determined in the invitation.
2. Annually, within six months after the end of the financial year, a meeting of the board (the annual meeting) is held, at which the approval of the balance sheet and the statement of income and expenses is discussed.
3. Furthermore, meetings are held when one of the directors makes the call for it.
4. The call to a meeting is made in writing, at least seven days in advance, the day of the call and the day of the meeting not being counted.
5. An invitation states, in addition to the place and time of the meeting, the subjects to be discussed.
6. The meetings are chaired by the chairperson. If the chairperson is absent, the present directors provide for the leadership of the meeting. Until that moment, the meeting is chaired by the oldest director present.
7. The secretary takes minutes of the meeting. In the absence of the secretary, the minute taker is appointed by the chairman of the meeting. The minutes are adopted and signed by the chairman of the meeting and the minute taker. The minutes are then kept by the secretary.
8. In-office directors and those invited by the board have access to the meetings of the board.
Board: decision-making
Article 6
1. The board can only take decisions in a meeting if the majority of the directors in office are present or represented.
A director can have himself represented in a meeting by another director after an adequate, at the discretion of the chair of the meeting, power of attorney has been issued. A director can only act as an authorized person for one other director.
2. If the majority of the directors in office are not present or represented at a meeting, a second meeting is called, to be held no earlier than one and no later than two weeks after the first meeting. In this second meeting, decisions can be made on the subjects that were placed on the agenda at the first meeting, regardless of the number of directors present or represented. In the invitation to the second meeting, it must be stated that and why a decision can be made regardless of the number of directors present or represented. 3. As long as all directors in office are present in a meeting, valid decisions can be made on all subjects brought up for discussion, provided that they are made unanimously, even if the stipulations provided by the articles for the summoning and holding of meetings have not been observed.
4. The board can also make decisions outside of meetings under certain conditions. A report of such a decision is drawn up by the secretary, which, after co-signing by the chairman, is kept as minutes.
5. Each director has the right to cast one vote. Insofar as these articles do not prescribe a larger majority, board decisions are made by an absolute majority of the valid cast votes. In case of a tie, the vote of the chairman is decisive and leading.
6. All votes in a meeting are taken by acclamation, unless one or more directors demand a written vote before the vote. Written votes are cast using unsigned, sealed notes.
7. Blank votes are considered not to be cast.
8. The decision pronounced by the chairman of the meeting at the meeting about the result of a vote is decisive. The same applies to the content of a decision taken, insofar as the vote concerned a proposal not laid down in writing. However, if the correctness of the decision of the chairman of the meeting is contested immediately after it was pronounced, a new vote will take place if the majority of the meeting or, if the original vote did not take place by roll call or in writing, a member present with the right to vote requests this. As a result of this new vote, the legal consequences of the original vote become void.
Board: vacating of office
Article 7

A director vacates office:
a. by his death or, if the director is a legal entity, by its dissolution or if it ceases to exist;
b. by the loss of free management over his assets;
c. by retiring;
d. by discharge granted to him by a unanimous vote of the joint other directors;
e. by discharge on the grounds of Section 2:298 of the Dutch Civil Code.
Representation
Article 8
1. The board represents the foundation.
2. The power of representation also belongs to at least two directors acting jointly.
3. The board can grant power of attorney to one or more directors, as well as to third parties, to represent the foundation within the limits of that power of attorney.
Financial year and annual accounts
Article 9
1. The financial year of the foundation is the same as the calendar year.
2. The board is obliged to keep accounts of the financial position of the foundation and of everything concerning the activities of the foundation, in such a way as to keep an administration and preserve the books, documents and other data carriers belonging to it in a manner that at all times the rights and obligations of the foundation can be known.
3. The board is obliged to prepare annually, within six months after the end of the financial year, the balance sheet and the statement of income and expenses of the foundation, to put them on paper and to approve them.
The balance sheet and the statement of income and expenses are examined by a registered accountant appointed by the board, a chartered accountant, chartered accounting consultant or another expert in the sense of Section 2:393 of the Dutch Civil Code. This expert reports on his investigation to the board and reflects the results of his investigation in a declaration concerning the truthfulness of the aforementioned documents in the previous section.
4. The books, documents and other data carriers mentioned in the preceding sections are obliged to be kept for seven years.
5. The data placed on a data carrier, with the exception of the balance sheet and the statement of income and expenses put on paper, may be transferred and preserved to another data carrier, provided that the transfer is done with a correct and complete representation of the data and that this data is available during the full preservation period and can be made legible within a reasonable timeframe.

Regulation Article 10 1. The board is authorized to establish a regulation, in which matters are regulated that, in the opinion of the board, require further regulation.
2. The regulation may not be contrary to the law or these articles of association. 3. The board is authorized to amend or terminate the regulation.
4. The provisions of Article 11, paragraph 1, apply to the adoption, amendment and termination of the regulation.
Amendment of articles of association
Article 11
1. The board is authorized to amend these articles of association. A decision to amend the articles of association must be taken unanimously in a meeting at which all directors are present or represented.
The provisions of Article 6, paragraphs 3 and 4, apply by analogy to a decision to amend the articles of association, provided that in the case of a decision outside a meeting, this must be evidenced by a document signed by each director.
2. The amendment must be made by notarial deed on pain of nullity. Each director individually is authorized to execute the relevant deed.
3. The directors are obliged to deposit an authentic copy of the amendment and the amended articles of association at the office of the trade register.
Dissolution and liquidation
Article 12
1. The board is authorized to dissolve the foundation.
2. The provisions of Article 11, paragraph 1, apply by analogy to the decision of the board to dissolve.
3. If the board decides to dissolve, the destination of the liquidation balance is also determined. In other cases of dissolution, the destination of the liquidation balance is determined by the liquidators.
4. After dissolution, the chairperson, secretary, and treasurer of the foundation are the liquidators, unless one or more others have been appointed as liquidators at the decision to dissolve.
5. Upon completion of the liquidation, the books and documents of the dissolved foundation remain in the custody of the person appointed by the liquidators for the period prescribed by law.
6. The provisions of Title 1, Book 2 of the Dutch Civil Code apply to liquidation in other respects.
Final provisions
Article 13
1. In all cases where both the law and these articles of association do not provide, the board decides.
2. In these articles of association, in writing also means a legible and reproducible message sent electronically.
3. The first financial year of the foundation ends on 31 December 2012. Final statements
Finally, the appeared persons declared:
a. the first board consists of 3 directors;
b. for the first time, directors, in the function indicated behind their name: 1. Mrs. Caro Kroon, chairperson; c. the address of the foundation is: St. Anthonystraat 6, 8911 DV in Leeuwarden. The mailing address of the foundation is the same as this address.