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Articles of Association

As at 24 December 2004
of the Foundation:
Stichting Joods Humanitair Fonds,
established at The Hague

The name of the Foundation is: "Stichting Joods Humanitair Fonds" and it may be referred to abroad as: Dutch Jewish Humanitarian Fund.

Its seat is established in the municipality of The Hague.

The objects of the Foundation are to manage and distribute or cause to be distributed such funds as were made available to the Foundation upon its creation, below to be referred to as "the Funds", for the benefit of humanitarian projects abroad, with a view to, inter alia:

the building up and continuity of Jewish communities, in the field of culture, transfer of know-how and reinforcement of the immaterial infrastructure;

Jewish education;

to encourage mutual respect between people;

to assist civilians who are victims of conflict situations, in order to express the solidarity of the Dutch-Jewish community in the Netherlands and Israel with the Jewish communities and people in distress elsewhere in the world. The distribution of the Funds shall be effected with due observance of the payment regulations to be established by the Board, below to be referred to as "the Payment Regulations", which requires the approval of the CJO, after having consulted its Restitution and Distribution Advisory Board, and of the Platform Israel, the foregoing in the broadest sense of the words.

The Foundation tries to achieve its objects by, inter alia:

establishing the Payment Regulations in pursuance of the provisions set forth in the first paragraph;

assessing whether an application for a payment satisfies the criteria established in the Payment Regulations for the granting of a payment;

the making of payments on the basis of the Payment Regulations or having the same so made;

fixing the sum of the payment made to the applicant.

The capital of the Foundation is solely comprised of:

the Funds;

funds paid on the basis of the Payment Regulations and subsequently paid back to the Foundation;

the interest of the funds referred to under (a) and (b);

subsidies and gifts;

that which is acquired by testamentary dispositions and specific legacies, on the understanding that testamentary dispositions may be accepted only under the benefit of inventory, and

other income.

The Board of the Foundation shall consist of an odd number of at least three natural persons, such number to be jointly established by the CJO and the Platform Israel, of whom the majority is domiciled in the Netherlands. An incomplete Board shall retain its powers.

The Board shall appoint the board members. The appointment of the board members shall be effected only after:

consultation with the CJO, after the latter has consulted its Restitution and Distribution Advisory Board, and

consultation with the Platform Israel.
A board resolution to effect the appointment of a board member shall require a majority of two-third of the votes cast at a board meeting at which at least two-third of the board members is present. Should such quorum not be present at a board meeting at which a resolution for the appointment of a board member has come up for discussion, a second meeting will be convened that is held no sooner than two and no later than four weeks after the first meeting, at which second meeting legally valid resolutions may be adopted by a two-third majority of the votes cast, provided at least one-half of the board members is present at such meeting. The notice convening such second meeting shall state that and why a resolution for the appointment of a board member may be adopted at a meeting at which only one-half of the board members need be present. Any vacancies that occur shall be filled as soon as possible.

The Board shall appoint a chairman, a secretary and a treasurer from among its members, who shall jointly form the executive board. The chairman shall have the Dutch nationality.

Board members shall be appointed for a period of at most four years.

Board members shall resign according to a rotation schedule to be established by the Board. A board member resigning according to the rotation schedule shall forthwith, but at most on two occasions, be eligible for reappointment.

A board member shall step down:

because of his death;

by his resignation, whether or not by rotation as referred to in the previous paragraph;

because he loses the right to dispose of his property;

because of his removal from office, effected by the court in the instances as set forth in the law;

because of his removal from office for serious cause by the person who appointed him.

The management of the Foundation is vested in the Board.

The Board is authorized to resolve to enter into agreements for the acquisition, alienation and encumbrance of registered property, and to enter into agreements whereby the Foundation binds itself as surety or joint and several co-debtor, makes itself answerable for a third party or provides security for a debt of a third party and to represent the Board for the purpose of such actions.

The Board is authorized to adopt resolutions for the purpose of:

entry into credit and loan agreements;

filing a petition for the Foundation’s bankruptcy and for the application of its suspension of payments, and

the raising of funds.

With due observance of the provisions set forth in the first paragraph of this Article, the Board is especially entrusted with:

assessing whether an application for a payment satisfied the criteria set forth in the Payment Regulations for the granting of a payment;

establishing the sum to be paid to the applicant as a payment, and

providing a payment on the basis of the Payment Regulations or having the same so paid;

annually determining the budget, the year plan and the other annual accounts;

The Board is authorized to establish and alter codes of rules, in which the tasks and developments within the Foundation shall be further regulated, on the understanding that the provisions set forth in the first up to and including the third paragraph of Article 13 shall apply correspondingly. Any provision set forth in a code of rules, which would be in conflict with the law, shall be null and void.

The Board may delegate to the executive board the preparation of board meetings and the implementation of board resolutions. The executive board shall notify the Board of all matters relating to developments of which the importance or weight, in the executive board’s opinion, require the taking cognizance thereof by the Board, and further of all matters with respect to which the Board has requested the executive board to do so.

The Board shall be obliged to ensure that, when providing information and allowing inspection, as referred to in the fourth paragraph of this Article, and when books, documents and other data carriers are kept in custody or filed, as referred to in the sixth paragraph of Article 12, the personal privacy of the persons concerned shall not be injured.

The Board shall represent the Foundation. Such representative power shall also be vested in the chairman acting jointly with either the secretary or the treasurer. If there is no chairman or if the chairman is prevented from acting, the representative power shall also be vested in the secretary acting jointly with the treasurer.

The Board may resolve to grant power of attorney to one or more board members and to third parties, to represent the Foundation within the limits set by such power of attorney.

Board meetings shall be held as often as the chairman or at least two of the other board members convene such meeting, but at least two times a year. The executive board shall meet as often as one of the members of the executive board shall deem advisable.

A board meeting shall be convened by the chairman or by at least two of the other board members, or on his/their behalf by the secretary, in writing and at the same time stating the business to be transacted, with due observance of a seven day period. If the convening has not been effected in writing, or if business is transacted that has not been stated in the convening notice, or if the meeting has been convened without observance of the seven day period, the adoption of a resolution shall nevertheless be possible, provided that all the board members are present at the meeting and none of them lodged an objection against such form of passing resolutions.

Board meetings shall be held at the location to be determined by the person who convenes the meeting.

The board members, the chairman of the advisory board and the persons admitted to the meeting by the board members present at the meeting shall have access to the meeting.

The meetings shall be presided over by the chairman; in the event of his absence the meeting itself shall elect its chairman. Up to the time such election is effected, the chairmanship shall be taken care of by the board member present at the meeting who has been a board member for the longest period of time or, if two or more board members present at the meeting have been board members for an equal period of time, by the one of them who is senior in age.

The chairman of the meeting shall determine the manner in which the vote is taken at the meetings, on the understanding that the vote on persons can be taken by ballot at the request of one or more board members.

To the extent that no larger majority has been prescribed in these Articles, all board resolutions shall be adopted by an absolute majority of the votes cast.

Each board member has the right to cast one vote. Blank votes shall be regarded as votes not having been cast. In the event of a tie of votes on business matters, the proposal has been defeated. In the event of a tie on the appointment of persons, the chairman’s vote shall be the decisive one. If, upon the election between more than two persons, none of them polled an absolute majority, a second vote shall be taken between the persons who polled the largest number of votes, if necessary after an interim vote.

The Board can adopt valid resolutions only at a meeting at which at least one-half of the board members is present. In the event that less than one-half of the board members is present at the meeting, a second meeting shall be convened to be held no sooner than two and no later than four weeks after the first meeting, at which second meeting legally valid resolutions may be adopted irrespective of the number of board members with respect to items that had been placed on the agenda at the first meeting, but regarding which no resolutions could be adopted for lack of a quorum. The notice convening the second meeting must state that and why a resolution can be adopted irrespective of the number of board members present at the meeting.

The chairman’s opinion pronounced at the meeting regarding the result of the vote shall be decisive. This also applies to the contents of a resolution adopted, to the extent that the vote was taken on a proposal that had not been set forth in writing. When the correctness of the chairman’s opinion is contested immediately after its pronouncing, a fresh vote shall be taken if the majority of the meeting, or if the original vote was not taken by roll-call or poll, one of the persons present and entitled to vote should so desire. Such fresh vote shall cause the legal consequences of the original vote to become ineffective.

Minutes shall be kept of the business to be transacted at the board meetings by the person designated for such purpose by the chairman of the meeting. Such minutes shall be adopted at the same or the next meeting, and in evidence thereof be signed by the chairman of that meeting and the secretary.

The Board may also pass resolutions otherwise than at a meeting, provided all the board members have been enabled to cast their votes and they have all declared in writing that they do not object against this manner of passing resolutions. In such instance a resolution has been passed as soon as the required majority of all the board members have declared, in writing, that they are in favour of the proposal. The secretary shall draw up a record of a resolution passed without a meeting being held; such record will be adopted at the next meeting and in evidence thereof be signed by the chairman of that meeting and the secretary. The record thus adopted shall, together with the documents referred to in the first sentence of this paragraph, be added to the minutes.

A board member may take part in the discussions but must refrain from voting on resolutions that will be passed on granting a payment or having a payment granted under the Payment Regulations, if:

the board member or the spouse or registered partner of the board member;

the person with which the board member runs a joint household, or

any relative by blood or by marriage of the board member to the second degree,

is a member or has been a member for a period of one year prior to the voting of the Board of the legal entity that carries out the project involved or is closely involved with it or has been closely involved with the project organization concerned for a period of one year prior to the voting.

The Foundation has an Advisory Board; its members are appointed and removed from office by the Board. The Board does not take any decision for the appointment and removal from office of an Advisory Board member until after it consulted (i) the Advisory Board itself, (ii) the CJO (after having consulted its Restitution and Distribution Advisory Board) and (iii) the Platform Israel. The Advisory Board members shall assist the Board with advice, whether or not solicited, if and insofar as one or more of the humanitarian projects are concerned, referred to in the first paragraph of Article 2 of these Articles. An advice from the Advisory Board shall not be binding.

The Board shall set up an Objections Committee, consisting of a number of experts to be determined by the Board.

It shall be the Objections Committee’s task to advise the Board on the objections lodged as referred to in the Payment Regulations. An advice from the Advisory Board shall not be binding.

The Foundation’s financial year shall coincide with the calendar year.

The Board shall be obliged to keep such records of the Foundation’s financial position and of all matters relating to the Foundation’s activities, according to the requirements arising under such activities, in such manner and have in custody the relevant books, records and other data carriers in such manner that the Foundations rights and obligations can be known from them at any time.

The Board shall be obliged to draw up the following annual reports and accounts every year within three months after the close of the financial year:

the Foundation’s balance sheet and statement of income and expenditure as at the close of the financial year;

a report on the activities, on the policy pursued in general and on the efficiency and effectiveness of the activities and methods in particular;

a budget for the subsequent financial year,

and to have the balance sheet and statement of income and expenditure audited by an accountant, as referred to in Article 393 of Book 2 of the Netherlands Civil Code, to be appointed by the Board. Such accountant shall report on his audit, and have it accompanied by a statement on fairness and rightfulness.

The Board shall be under the obligation to keep the books, records and other data carriers referred to in the previous paragraphs for a period of seven years.

The books, records and other data carriers referred to in the previous paragraphs must be transferred to the general national archives deposit as referred to in Article 26 of the Dutch Archives Act 1995 as soon as the Board deems such transfer possible, but at any rate after expiry of the seven year period referred to in the preceding paragraph.

The Board has authority to amend the Articles, but only after having obtained the written approval of:

the CJO, after having consulted its Restitution and Distribution Advisory Board, and

the Platform Israel.

A board resolution to amend the Articles shall require a two-third majority of the votes cast at a board meeting at which at least two-third part of the board members is present. Where such quorum is not present at a board meeting at which a resolution to amend the Articles is on the agenda, a second meeting shall be convened that is to be held no sooner than two and no later than four weeks after the first meeting, at which second meeting legally valid resolutions may be adopted by a two-third majority of the votes cast, provided at least one-half of the board members is present at such meeting. The notice convening such second meeting shall state that and why a resolution to amend the Articles may be adopted at a meeting at which only one-half of the board members need be present.

The notice convening the meeting at which a proposal to amend the Articles is on the agenda, shall always state this. At the same time a copy of the proposal containing the verbatim text of the proposed amendment must be enclosed with the convening notice. In such instance the period for convening shall at least be two weeks.

An amendment of the Articles shall be effective only after a notarial deed of such amendment has been drawn up. Each board member shall have power to cause such deed to be executed.

The board members shall be obliged to deposit an officially certified copy of the amendment and the amended Articles at the Trade Register’s office.

The Board has authority to dissolve the Foundation, but only after having obtained the written approval of:

the CJO, after having consulted its Restitution and Distribution Advisory Board, and

the Platform Israel.

The provisions set forth in the second paragraph of the previous Article shall apply correspondingly to the board resolution to dissolve the Foundation.

After the dissolution the board members shall effect the liquidation.

The resolution to dissolve the Foundation shall also state the designation to be given to the surplus balance after the Foundation’s liquidation. Such designation shall be effected in accordance with the Foundation’s objects and requires the prior written approval of:

the CJO, after having consulted its Restitution and Distribution Advisory Board, and

the Platform Israel.

After the liquidation the books, records and other data carriers of the dissolved Foundation referred to in Article 11 shall be transferred to the general national archives deposit as referred to in Article 26 of the Dutch Archives Act 1995.

Further, the liquidation shall be governed by the provisions set forth in Title 1 of Book 2 of the Netherlands Civil Code.

The Board shall decide all cases not provided for by the law or these Articles.

The first two paragraphs of the transitory provision set forth in the Foundation’s deed of formation (Article 16 of the deed of formation of the thirty-first day of January two thousand and two) have lost their effect. The third paragraph of this transitory provision is hereby cancelled.

Concerning applications as referred to in Article 2, second paragraph under the letter (b) that have been submitted to the Board before the first day of January two thousand and five, "the Payment Regulations" as defined in Article 2, first paragraph must be understood to mean the payment regulations governed by public law as established by the Board on the eighteenth day of March two thousand and two and approved by the Minister of Finance. This means that the assessment whether an application for a payment as referred to in this Article, such application also to be referred to in this final provisions as: "Application under public law", and the determination of the sum of the payment shall be effected within the scope of public law.

As far as an application not being an Application under public law is concerned, neither the obligation for the Board set forth in Article 11, seventh paragraph nor the obligation for the liquidators (board members) set forth in Article 13, fifth paragraph, shall be applicable.

As far as an Application under public law is concerned, including the proceedings conducted by or against the Foundation, the Board shall submit to the Minister of Finance at his request the information and data required by him for the performance of his task in good time.

A board resolution to amend the Articles and a board resolution to dissolve the Foundation shall also require the prior approval of the Minister of Finance until the date that all Applications under public law have been dealt with. The Applications under public law shall be regarded as having been dealt with on the date that a determination decision has been made in respect of all such applications that has become final and conclusive and further when all sums owed by the Foundation under such decisions have been paid and all sums owed to the Foundation under such decisions have been reclaimed. The Board shall have a notarial record drawn up of the fact that the Applications under public law have been dealt with. A certified copy of such record will be filed by the Board with the Trade Register, held by the Chamber of Commerce and Industry for the district within which the Foundation has its seat under the Articles. The Board shall also provide a certified copy of such notarial record to the Minister of Finance. After a certified copy of such record has been filed, a resolution to amend the Articles and a resolution to dissolve the Foundation do no longer require the Minister of Finance’s written approval obtained in advance.