The year nineteen hundred and seventy – nine On September the fifth.

 

Before Us, M. Rik VANDEKERCKHOVE, doctor of law, notary public, residing in Antwerp;

 

APPEARED:

 

1)      Mr. Ashok Ratachand PARIKH, manager domiciled in Antwerp, Belgielei 25.

2)      Mr. Kaushik Chandrakant BHANSALI, partner, domiciled in Antwerp, Belgielei 73A.

3)      Mr. Kirit Ratilal JASANI, partner, domiciled in Antwerp, Quinten Matsijslei 12

4)      Mr. Mahendra Kumarchimanlal PARIKH, manager, domiciled in wilrijk, Hagedoornlaan 5.

 

All of age and all of Indian nationality.

Which appeasers have declared to us, notary public, to from hereby a non-profit-making association, with following articles of association:

 

 

 

The association’s name is “ANTWERP INDIAN ASSOCIATION” non-profit-making association.

 

 

The association’s object is to promote the cultural and social relationship between people of Indian origin, living or residing ion Belgium and all other nationalities living in Belgium, as well as to stimulate cultural, educational, philosophical and religious understanding on a humanitarian and non-sectarian basis and to develop other friendly and mutually useful relations.

 

In the official function as an association, it is for bidden to supply non-vegetarian food, of to bring it along from outside.

 

It is not allowed to serve alcoholic drinks, for account of the association.

 

 

The association is formed for an unlimited duration.

 

The association can be dissolved by decision of a three/fourths majority of the general meeting.

 

 

The association’s registered office is established in the Antwerp agglomeration.

 

Within the boundaries of this agglomeration, the place of location is determined by the Board of Directors who can also modify it.

 

Members of the association are Classified as follows:

 

1)      ordinary members

2)      associated members

3)      honorary members

 

The minimum number of ordinary members is seven.

The maximum number of members is unlimited.

 

 

All persons of Indian origin, who live or reside in the province of Antwerp and who have a valid permission to reside, are eligible for admission as ordinary members.

 

All other persons living in Belgium are eligible for admission as associated members.

 

The honorary membership is granted by the Board of Directors to prominent people, under the conditions determined by the Board.

 

The Indian Ambassador in Belgium has accepted to act as patron of the association

 

If the members do not comply with the qualification conditions, they are automatically deemed to retire from the association.

 

Any person eligible for admission as member must send in a written application to the Board of Directors. The latter decides fully about all applications. This applicant will be accepted as member on payment of the contribution. If the contribution is not paid within thirty days after the ate of application, the latter will be considered as null and void, unless a satisfactory reason can be given for the non-payment of the contribution and the Board of Directors accepts with a two/thirds majority. 

 

 

The first contribution for the various categories of members will be fixed by the Board of Directors. Ordinary and associated members will be required to pay a first contribution amounts to ten thousand francs maximum and the yearly contribution amounts to five thousand francs maximum, for ordinary and associated members.

 

The yearly contributions of all members must be paid in advance on or before October the first of each year and in case the payment has not been done before December the first, the member will be called on by the association’s treasures to do so, and if the contribution due is not paid before January the first, the non-paying member will cases to be a member of the association, unless the Board of Directors decides otherwise, by a two/thirds majority at least.

 

The accounting period starts on October the first and ends on September the thirtieth. The accounts are closed on June the thirtieth.

 

 

The members are entitled to participate to all activities of the association. Members cannot pretend to, or have no right to. the association’s assets and are not personally liable for any claims against the association. The membership of a member can be withdrawn by the general meeting, on a two/thirds majority basis of the votes present of represented, and after the member has been heard, at ant rate summoned. The statement of a reason is nor required. An excluded or resigning member has no right to the assets of the association. The same applies to the legal heirs or assigns of a deceased member. Only the ordinary members have a voting right.

 

The Board of Directors is invested with the largest competency which permits it to perform all operations of administration and management, as well as the issue of rules. The Board of Directors has furthermore authority to perform all acts of disposal which are not explicitly reserved to the general meeting, by law or by these articles of association, and namely:

 

-          In the frame of the object mentioned in art. 2 : to effect payments and collect debts, of deliver receipts therefore;

-          To pay of to collect securities;

-          To purchase, exchange, transfer, hire or let, even for a period exceeding nine years, all movable and immovable goods, as well as to make all other agreements, even amicable settlements, compromises and arbitration covenants;

-          To contractions, grant mortgages and all real securities.

-          Furthermore to renounce to all rights and actions at law, release and authority to cancel with of without discharge of all registrations of mortgage, seizure and opposition. The Board of directors represents the association, in judicio and ex judicio.

-          To accept and receive private of public subsidies and donations, all legacies and gifts.

 

The Board of directors is competent to transfer the association’s registered office.

 

The Board of directors my only deliberate and pass resolutions validly, if five directors at least are present. All resolutions of the Board require a simple majority of votes, unless otherwise stipulated.

 

Absent directors may have themselves represented by another director. in this case, they are considered as being present.

 

If, in a meeting, the quorum of members needed for valid deliberation and passing of resolution is not present, another meeting may be convened, with the same agenda, with a postponement of at least three days; this meeting can then deliberate and pass resolutions validly, regardless of the number of members present.  

 

The Board of directors meets on summons by the chairman or two directors.

 

The meetings are presided over by the chairman and in case he is absent or prevented, by the vice-chairman.

 

The Board of directors consists of seven members, hereafter called directors, elected by the general meeting, by simple preferential vote.

 

They are appointed for a period of three years. Their mandate comes to an end on expiry of this period, as well as in case of death, dismissal, resignation of discharge, and loss of membership. Directors may be dismissed by the general meeting.

 

The Board of directors is competent to fill the premature vacancy, until the next election, by simple vote. Retiring directors may be reeligible.

 

At the first meeting, following each election. the Boaard of directors will nominate appointees, among its members, for a period of one year, namely : a chairman, a vice chairman, a secretary and a treasurer. The Board of Directors may also nominate complementary appointees, if it deems it necessary. The Board is competent to fill a vacancy among the appointees, during a non-expired term.

 

The association’s appointees will fulfill the duties generally within the scope of their respective functions, as well as other duties which are hereafter specially assigned to them.

 

The chairman will preside all meetings of the association and of the Board of directors, and is nonofficial member of all committees. In his absence, the vice-chairman is competent to hold office as chairman.

 

The secretary shall make the reports of all meetings of the association, of the Board directors and of all the association’s activities. He shall keep the membership-register up-to-date, send all convening letters, and generally assume all the duties of his function.

 

The treasurer shall receive and assign all amounts of the association and keep account of them; he shall keep in his custody all amounts of the association; he shall draw up an annual statement and he shall make a report to the association of, if necessary, to the Board of directors, and he shall fulfill the duties belonging to his functions and which will have been assigned to him by the association, by the Board of directors, or by the chairman.

 

All withdrawals and payments from the bank account are executed with the joint signature of the secretary or the treasurer is absent or prevented, the chairman will sign for the one who is absent.

The Board is competent to appoint sub-committees for the execution of specific missions or plans. The liabilities and functions of the sub – committees will be defined by the Board.

 

 

The closing of the accounts for the past accounting year and the budget for the coming year, are prepared by the treasurer, audited by an accountant and submitted, for approval, by the Board of directors to the general meeting.

The accountant is appointed by the general meeting.

The yearly assembly of the general meeting will take place on Diwali (day of the Indian New Year). Generally between October 1^st and November 30^th of each year and on the date and at the time previously fixed by the chairman or by the Board of Directors. The meeting elects or dismisses directors, approves the budget and the accounts, releases directors form their mandate, and decides about the other matters on the agenda. The extraordinary general meeting may be convened by the chairman or the Board of Directors, when the interest of the association makes it necessary. It must be convened by the Board, when one / fifth of the ordinary members apply for it.

 

The general meeting or the extraordinary general meeting, is presided by the chairman of the Board of directors, or in his absence, by the vice – chairman, or in his absence, by a director designated by his colleagues.

 

Resolutions of the general meeting and of the extraordinary general meeting are passed by a simple majority vote, of the ordinary members, unless otherwise stipulated. In case of equality of votes, the person presiding the meeting has a casting vote.

A member can hold proxy for an absent member.

 

No amendment or alteration of the articles of association is permitted, unless previously stated in a notice to the general meeting or extraordinary general meeting and submitted to at least two / thirds of the present ordinary members with voting right, in the general meeting.

The resolution passed by the general meeting and extraordinary general meeting, is recorded in the minutes, by the secretary, signed by the chairman and entered in a special register. Copies or extracts required for official purposes or in court, are signed by the chairman.

If third parties have an interest in this matter, they may only read these documents if they can give sufficient proof that their interest is legitimate.

 

The general meeting has authority to suspend any member of the association, or to expulse him, for infringement of the articles of association or for behavior not compatible with the association’s object or aims, or for any other fact the association thinks serious enough to justify such a suspension or expulsion. However, no member shall be suspended or expulsed from the association, unless two / thirds or the general meeting decide so. The general meeting shall take no steps for the suspension or expulsion of a member, except after notice to the member who has a whole week, previous to the meeting, in which he shall have the opportunity to defend himself against the accusation made. Notice of the complaint against him shall be sent to the last known domicile or business address mentioned in the association’s addres book, kept by the secretary.

In case of voluntary liquidation of the association, a board of liquidators is appointed by the general meeting. This board shall consist of the directors having a function at the time when the liquidation is decided.

 

The association’s net assets shall be transferred, in accordance with the two / thirds majority decision of the general meeting, to the association, foundation or institution, which has the same object as the present association, or failing this, whose object comes nearest to fit.

 

For all that is not explicitly provided for in these articles of association, the Act of June the twenty – seventh nineteen hundred and twenty – one and the usage in matters of associations, are applicable.

 

The appearers establish that by approving the above mentioned articles of association, the non – profit making association “Antwerp Indian Association”, is formed and declare to meet immediately in extraordinary general meeting, in order to proceed to the appointment of the first directors of the association. Are appointed, unanimously, as directors:

1)      Mr. Ashok Ratanchand PARIKH afore – mentioned;

2)      Mr. Kaushik Chandrakant BHANSALI afore – mentioned;

3)      Mr. Kirit Ratilal JASANI, afore – mentioned;

4)      Mr. Mahendra Kumar Chamanlal PARIKH, afore – mentioned;

awaiting further members among which the other directors can be elected.

 

The newly appointed directors declare to convene as Board of directors, in order to elect appointees, in pursuance of art. 15 of the present articles of association, and to determine the first place of location of the association.

Are appointed, unanimously:

§ As chairman : Mr. Mahendra Kumarchimanlal PARIKH, afore – mentioned;

§ As vice – chairman: Mr. Kirit Ratilal JASANI, afore – mentioned;

§ As secretary: Mr. Ashok Ratanchand PARIKH, afore – mentioned;

§ As treasurer: Mr. Kaushik Chandrakant BHANSALI, afore – mentioned.

Which function they shall fulfill, subject to re – election, until expiry of the first ordinary yearly general meeting.

 

The Board of directors decides unanimously that the first place of location of the association will be: C/o Jayam PVBA, 50 /52 Hovenierstraat, in Antwer.

 

IN WITNESS WHEREOF.

Passed in Antwerp, date ut supra.

And after reading, theappearers have signed with me, Notary public.

 

(follow the signatures)

 

registered four pages, one marginal note, in WILRIJK

.. Sept. 1979. Volume 78, page 64, case 3.

Received 225. – (two hundred and twenty – five francs)

the collector (s)