REGISTERED AT THE AMSTERDAN CHAMBER OF COMMERCE

ON 10TH DAY OF FEBRUARY 1994.

N.31.898
   
NAME, HEADQUARERS AND DURATION.
 
ARTICLE 1.
1.                  The Foundation shall be named: OKYEMAN FOUNDATION
2.                  Its headquarters shall be in Amsterdam.
3.                  The existence of the Foundation shall be indefinite
 
AIMS
 
ARTICLE 2.
1.        The Foundation is meant for people from the OKYEMAN area inGhana and their relations living in the Benelux.
 
a. To promote good relationship between people from OKYEMAN area in Ghana and their relations.
 
b.  To guide and support people from OKYEMAN area in Ghana living in the Benelux.
 
c.  To serve as a platform for discussing various problems facing people from the OKYEMAN area in Ghana.
 
d. To function as a contact organisation in the Benelux for all urban development organisations in the OKYEMAN area in Ghana.
 
e. To promote the development of the OKYEMAN area in Ghana.
 
    f.    To promote the OKYEMAN culture and traditions in the Benelux.
 
 
   2.   The foundation aspires to achieve its aims by:
-           setting up an office.
-           publishing an Okyeman news letter.
-           making its own symbol and emblem.
-           organizing a yearly cultural manifestation.
-           quarterly publicizing the aims of OKYEMAN foundation in Ghanaiannewspapers.
-           keeping contact with the Abuakwa, Kotoku and Bosome areas of the Okyeman district in Ghana.
-           keeping contact with other third-world developing organisations in the Benelux.
 
ASSETS
 
ARTICLE 3
The foundation will attain its assets through subsidies, donations,  gifts and inheritances.
 
BOARD
 
ARTICLE 4
 
1. The board of the foundation shall comprise of at least three (3) or maximum (7) people.
2. The board members will be nominated and votedfor into each term of office .
3. The board (with the exception of the first appointed officers) shallchoose among themselves a Chairperson,a Secretary and a Treasurer.
4. The Secretary and the Treasurer can be the same person.
5.  In case there are one or more vacancies on the board, the remaining Board member have to choose/nominate new members within two (2)months.
6. If for any reason there is only one (1) member left on the Board, this member will be entrusted with the duties of the Board and all his/heractions will be legally binding as stated in article 7.
7. The Board members will not be paid for any work done. Nevertheless,they have the right to a remuneration for costs incurred during theexecution of their duties
8. All board members will step down after four years in office but can be re-elected.
9. Any board member can be suspended or dismissed by the otherBoard members through voting at a meeting.
10. The decision should be taken by the majority of the membersduring a Board meeting where at least two thirds of the membersare present with the exception of the member or members to besuspended or dismissed.
11. Any suspension which is not followedby a dismissal within three (3) months ends at the end of thesuspension period.
 
 
BOARD MEETINGS AND DECISIONS
 
ARTICLE 5
1. Board meetings will be held in Amsterdam.
 
2. There will be at least on meeting every quarter.  
 
3. The chairman can call a meeting if needed. However any board member can also call a meeting if the agenda for the meeting is sent to the chairman in a written form.If the chairman does not object to the meeting then it can be held three weeks after the request.The Board member who requests the meeting should observe all the laid down meeting formalities.  
 
4. The Chairman can call a meeting as already stated in sub-section 3, through a written notice, giving a seven (7) day notice, the day of  the request and the day of the meeting are not included in the  seven (7) days.
 
5. The date, venue and the agenda of the meeting should be clearly  stated in the invitation.
 
6. As long as all Board members are present at any meeting, all decisions taken on any subject during such meetings will be binding on allmembers irrespective of how the meeting was convened;that is even if some aspects of the laid down meeting convention rules were not applied.
 
7. All meetings will be chaired by the Chairman of the Board, but in his absence the members can choose any member from their midst.
 
8. During meetings, the Secretary or anyone appointed by the Chairman  reads the minutes, the Chairman and the Secretary or the appointedSecretary signs the minutes after members have agreed on the contents.
 
9. The Board can only take valid decisions during meetings if the majority  of them are present or represented. A board member who is absent at ameeting can give a written authorization to another member to act onhis/her behalf.
 
10. The board can take decisions outside their meetings provided that all other board members are asked for their consent through telephone,a letter or by fax. Such decisions should be noted by the Secretary.This is then included to the meeting minutes after it has been signed by the chairman and the secretary.
 
11. Every board member has the right to one vote. As far as this constitution  doesn’t require a bigger majority, all decisions are to be made with theabsolute majority of the votes brought out.
 
12. All voting during Board meetings occur  verbally, unless the chairman or  any board member asks for a written vote. All written votes should be signed and put in a sealed envelope.   
 
13. Blank votes shall not be regarded as a vote.   
 
14. The chairman makes a final decision on all differences in and around  voting that are not stated in the constitution.
 
AUTHORITY OF THE BOARD AND  ITS REPRESENTATION :
 
ARTICLE 6
 
1.                  The board is in charge of the affairs.
 
2.                  The board is not authorized to sign documents that leads to buying.
 
        3.        The board shall not undergo any act leading to stealling of registered assets of the organasiation. The board is not authorised to sign any agreement using the assets of the foundation as a co-lateral.
     .
 
ARTICLE 7
 
1. The Board represents the Foundation as far as the constitution doesn’t state otherwise.
 
2.  The authorization for representation ought to have two acting Board members.
 
3. The Board can mandate one or more Board members to represent them .  
 
END OF BOARD MEMBERSHIP
 
ARTICLE 8
 
Membership on the Board ends through death, dissolution of the Foundation,loss of free control over the assets, through a written resignation, through dismissal as stated in article 2:298 of the civil code, also as stated inarticle 4, subsection 6 and 7.
 
FINANCIAL YEAR AND ANNUAL ACCOUNTS
 
ARTICLE 9
 
1. The financial year of the Foundation is equal to the calendar year.  
 
2. All the foundation’s books will be disclosed at the end of financial year. The treasurer should therefore present a financial statement to the board six months after the closure of the financial year.   
 
3. The Board is responsible for the approval of the financial statement.  
 
RECOMMENDATION
 
ARTICLE 10
 
1. The Board is authorized to make recommendations that are not stated in this constitution.  
 
2. The recommendation(s) should not be in violation of the law or this constitution.
 
3. The Board is at all times authorized to change or nullify the recommendations.
 
4. The nullification, changing or cancellation of a recommendation is stated  in article 11 subsection 1.
 
CHANGING OF CONSTITUTION
 
ARTICLE 11
 
1.          The Board is authorized to change this constitution.The decision has to be made through voting    during a meeting
 where  all Board members are present.
 
2.                  The nullification should be validated through a notarial act.
 
3.                  The Board members are obliged to send an authentic copy of thechanged constitution to the Chamber of Commerce in the city in  which they are located.
 
DISSOLUTION AND LIQUIDATION
 
ARTICLE 12
 
6. The board is authorized to dissolve the Foundation. This authorization is  stated in article 11 subsection 1.  
7. The Foundation shall after its dissolution exist as long as the liquidation of its capital is needed.  
8. The Board is in charge of the liquidation.
9. The Board is responsible for registering the dissolution of the Foundation  at the registry as stated in article 11 subsections 3.  
10. All aspects of this constitution stay in force during the liquidation.
11. The credit balance of the dissolved Foundation will be spent in accordance with the aim of the Foundation. The allocation of the reserves after  liquidation of the Foundation shall be determined by the board.
12. After the liquidation, all records and documents shall stay with the youngest liquidator.  
 
ARTICLE 13
 
The Board is permitted to take decisions concerning matters which are neither  stated in this constitution or in the law.
 
I, the notary officer have seen above mentioned persons in person.
This certificate of proof is prepared in Amsterdam on the date stated at  the beginning of this certificate.