Articles of Association

Article 1 - Name and Registered Office

  1. The name of the foundation is: Stichting Raku Foundation.

  2. The foundation is established in the municipality of Echt-Susteren.

  3. The foundation has the following bodies:

Article 2 - Purpose

1. The purpose of the foundation is:

to promote and support the Raku Programming Language worldwide, to be an authority in determining the quality of software written in the Raku Programming Language, and to perform all that is related to or conducive thereto.

This purpose does not include making distributions to the founder or to those who are part of the foundation's bodies.

2. The foundation aims to serve the public interest.

3. The foundation is non-profit.

4. The foundation seeks to achieve its goal, among other things, by:

other objectives of the Raku Foundation.

Article 3 - Executive Board: Composition, Appointment, Remuneration, Dismissal

1. The Executive Board of the foundation consists of three or more natural persons.

The regulations determine the actual number of Executive Board members.

The Secretary and the Treasurer of the foundation must be members of the Executive Board.

An Executive Board that is not fully constituted retains its powers.

2. The Executive Board members are appointed by the Supervisory Board upon nomination by the meeting of participants.

The Executive Board shall inform the meeting of participants as soon as possible of the occurrence of a vacancy on the Executive Board.

The nomination for the appointment of an Executive Board member shall be submitted in writing to the Executive Board. A nomination shall contain at least two persons for each vacancy to be filled. For each candidate, in any case, his age, his profession, and the positions he holds and has held shall be communicated insofar as these are relevant in connection with the performance of his duties.

The Executive Board is free in the appointment if the meeting of participants has not submitted the nomination in writing to the Executive Board no later than three months after the vacancy to be filled has arisen.

3. A director must meet the following requirements:

a. a director is a natural person; b. a director has free control over his assets; c. a director is not a member of the Supervisory Board; d. a director has not been dismissed by the court as a director of a foundation in the last five years.

4. At most half of the number of directors may have a family relationship with another director. A director may not have a family relationship with a member of the Supervisory Board. A family relationship is understood to mean blood or affinity up to and including the fourth degree and the status of spouse, registered partner, or other life partner.

5. Directors are appointed for an indefinite period, unless otherwise stated in the regulations.

6. All directors may receive reimbursement for the costs they have reasonably incurred in the performance of their duties.

The directors receive no remuneration for their work as a director.

A director's fee may be provided as a type of volunteer allowance, but this must not be excessive and must be proportionate to the work and the financial situation of the foundation and in accordance to the regulations.

7. A director may be suspended by the Supervisory Board.

Following a suspension, a new meeting of the Supervisory Board shall be held within four weeks. At that meeting, a decision shall be made as to whether the suspension is lifted, the suspension is extended, or the director concerned is dismissed.

A suspension may never last longer than three months in total.

The suspension lapses if no decision to extend is taken within the aforementioned period of four weeks or if, after the expiration of three months, no decision to dismiss the director concerned has been taken.

8. A director loses his position:

a. upon his death; b. upon his bankruptcy, upon the application of the debt restructuring scheme for natural persons to him, or upon obtaining a suspension of payments; c. upon his being placed under guardianship or the administration of his entire assets; d. upon his voluntary resignation; e. upon his dismissal by the Supervisory Board; f. upon his dismissal by the court.

9. In the event of the impediment or absence of one or more directors, the remaining directors, or the sole remaining director, shall be temporarily charged with the management.

In the event of the impediment or absence of all directors, a person to be designated by the Supervisory Board for an indefinite period shall be temporarily charged with the management.

Article 4 - Executive Board: convening, meetings, decision-making

1. Every director is authorized to convene a meeting of the Executive Board.

2. The convening of the meetings of the Executive Board shall take place in writing.

This notice shall specify the day on which the meeting takes place, the starting time of the meeting, and the topics to be discussed (agenda). The convening shall take place with observance of a period of at least seven days, excluding the day of the convening and the day of the meeting.

The director who has provided an address to the foundation for this purpose made, may be convened to the meetings of the Executive Board by a legible and reproducible message sent electronically to that address.

3. The meetings of the Executive Board shall be held at the place to be determined by the person convening the meeting.

4. If any provision of the two preceding paragraphs is violated, the Executive Board may nevertheless take legally valid decisions if all directors are present or represented at the meeting.

5. A director may grant written power of attorney to another director to be represented at the meeting.

An electronically recorded power of attorney counts as a written power of attorney.

A director may not represent more than one fellow director at the meeting. Such representation will count towards reaching quorum.

6. Directors may exercise their meeting rights via an electronic means of communication.

The director participating in the meeting in this manner must at least be able to be identified via the electronic means of communication:

The Executive Board may impose further conditions on the use of the electronic means of communication. If further conditions are imposed, these shall be announced in the notice convening the meeting.

A director who participates in a meeting via an electronic means of communication shall be deemed to be present at the meeting.

7. In the meetings of the Executive Board, each director has one vote.

Unless a greater majority is prescribed in these Articles of Association, decisions shall be taken by the Executive Board with an absolute majority of the votes cast.

In the event of a tie vote on matters, the proposal is rejected.

If there is a tie vote in a vote on the appointment of persons, the procedure described in the regulations for such a case, will be applied. If no such procedure exists, the outcome shall be decided by lot.

8. If the presence or representation of a certain number of directors is required for a decision to be taken, and this number was not present or represented at the meeting, a new meeting shall be convened in which the decision in question is raised again.

That meeting must be held no earlier than three and no later than six weeks after the first meeting.

In the new meeting, the decision in question may then be taken regardless of the number of directors present or represented, with at least the majority of votes prescribed for that decision.

9. A director shall not participate in the deliberations and decision-making if he has a direct or indirect personal interest that conflicts with the interest of the foundation and the organization affiliated with it.

If, as a result, no Executive Board decision can be taken, the decision shall be taken by the Supervisory Board.

Article 5 - Conduct of meetings, minutes, decision-making outside meetings

1. The chairperson presides over the meetings of the Executive Board.

In his absence, the meeting itself provides for its own leadership.

2. The chairperson of the meeting determines the manner in which votes are held in the meetings.

3. The judgment pronounced by the chairman of the meeting at the meeting regarding the outcome of a vote is decisive.

The same applies to the content of a decision taken, insofar as a vote was held on a proposal that was not recorded in writing. If the accuracy of the chairman's judgment is disputed immediately after it has been expressed, a new vote shall take place if the majority of the meeting or, if the original vote did not take place by roll call or in writing, a voting member present so requests. This new vote supposes the legal consequences of the original vote.

4. Minutes of the proceedings of the meetings of the Executive Board shall be kept by the person designated for that purpose in the meeting.

The minutes are signed by the chairman and the minute-taker of the meeting after they have been adopted.

5. The Executive Board may also take decisions in a manner other than at a meeting, provided that all directors cast their votes in writing.

A decision is then taken if the required majority of the directors has declared themselves in favour of the proposal.

If these Articles of Association state that a decision is to be taken at a meeting, regardless of whether a specific attendance quorum or a specific majority is prescribed for this, the decision may also be taken outside of a meeting. In that case, too, the decision is only taken if the required majority of the directors has declared themselves in favour of the proposal.

A written declaration is also understood to include a legible and reproducible message sent electronically to the address that the Executive Board has designated for this purpose and has made known to all directors.

Notification of every decision taken outside of a meeting shall be given at the next meeting. This announcement is recorded in the minutes of that meeting and the votes cast are attached to these minutes.

6. The Executive Board adopts a policy plan and updates this policy plan periodically.

The policy plan provides insight into the activities to be performed by the foundation, the method of fundraising, the management of the foundation's assets and the expenditure thereof.

7. The working language is English.

Meetings and all communication use English as the working language.

All documents relating to the Raku Foundation must be in English, with the exception of those that must be in Dutch if required by Dutch law.

Article 6 - Executive Board: duties and powers

1. The Executive Board is charged with managing the foundation under the supervision of the Supervisory Board.

Every director is obliged towards the foundation to properly fulfill the task assigned to him.

A director avoids any form and appearance of personal favoritism or conflict of interest between himself and the foundation. He is of integrity and is accountable regarding his own functioning.

The Executive Board is obliged to maintain records of the financial position of the Foundation and of everything relating to the activities of the Foundation, in accordance with the requirements arising from these activities, in such a manner, and to preserve the books, documents, and other data carriers belonging thereto in such a manner that the rights and obligations of the Foundation can be known at any time.

The Executive Board is obliged to retain the said books, documents, and other data carriers for seven years.

The Executive Board is accountable to the Supervisory Board for its functioning and shall provide the Supervisory Board with the data required for the performance of its duties in a timely manner. The Executive Board is further obliged to provide the Supervisory Board with all requested information and to attend (a part of) the meetings of the Supervisory Board if the Supervisory Board so requests.

2. The Executive Board is not authorized to decide to enter into agreements for the acquisition, alienation, and encumbrance of registered real estate, nor to enter into agreements in which the foundation binds itself as surety or jointly and severally liable debtor, makes a commitment on behalf of a third party, or binds itself to providing security for a debt of a third party.

This limitation on the Executive Board's authority may be invoked by third parties.

3. Bequests may only be accepted subject to the benefit of inventory.

4. A decision by the Executive Board regarding:

shall be taken with two-thirds of the votes cast in a meeting in which all directors are present or represented.

5. The Executive Board requires the approval of the Supervisory Board for a decision regarding:

as referred to in Articles 13 to 15 inclusive.

Article 7 - Executive Board: representation

1. The following are authorized to represent the foundation:

2. The Executive Board may decide to grant incidental or continuous power of attorney to one or more directors and/or to others, both jointly and individually, to represent the foundation within the limits of that power of attorney.

Article 8 - Supervisory Board: composition, appointment, remuneration, suspension, dismissal

1. The foundation has a Supervisory Board.

The number of members of the Supervisory Board is determined by the meeting of participants and amounts to an odd number of at least three natural persons.

2. The Supervisory Board appoints a chairman and a secretary from among its members.

The members of the Supervisory Board are appointed by the Supervisory Board upon nomination by the meeting of participants.

3. Vacancies shall be filled as soon as possible, but in any case within three months.

A member of the Supervisory Board must meet the following requirements:

a. a member of the Supervisory Board is a natural person; b. a member of the Supervisory Board has free management of his assets; c. a member of the Supervisory Board is not a director of the foundation and also not a member of any other body of the foundation; e. a member of the Supervisory Board has not been a director of the foundation in the past three years; f. a member of the Supervisory Board has not been dismissed by the court as a director of a foundation in the last five years.

A member of the Supervisory Board may not have a family relationship with a director or with another member of the Supervisory Board. A family relationship is understood to mean blood or affinity up to and including the fourth degree and the status of spouse, registered partner or other life partner.

4. The members of the Supervisory Board are appointed for a period of at most four years.

The Supervisory Board may draw up a rotation schedule. A member of the Supervisory Board may be reappointed immediately. However, he may not serve on the Supervisory Board for a total period exceeding eight years.

5. The members of the Supervisory Board may receive reimbursement for the costs reasonably incurred by them in the performance of their duties.

The members of the Supervisory Board receive no remuneration for their activities.

6. A member of the Supervisory Board may be suspended by the Supervisory Board.

Following a suspension of a member of the Supervisory Board, the Chairperson of the Supervisory Board convenes a new meeting, which is held within four weeks after the suspension. At that meeting, it is decided whether the suspension is lifted, the suspension is extended, or the member of the Supervisory Board concerned is dismissed. A suspension may never last longer than three months in total.

Additional requirements apply to a decision to suspend or extend the suspension, which are included in Article 9, paragraph 3.

If no new meeting is held within the aforementioned four weeks, if the suspension is not extended at that meeting, or if no decision to dismiss has been taken after three months have elapsed, the suspension lapses.

7. A member of the Supervisory Board loses his position:

a. upon his death; b. upon his bankruptcy, upon the declaration of the natural persons debt restructuring scheme applicable to him, or upon the granting of a moratorium on payments; c. by his being placed under guardianship or the administration of his entire assets; d. by his voluntary resignation; e. by his dismissal by the Supervisory Board with due observance of the requirements as set out in Article 9, paragraph 3; f. by the expiration of the period for which he was appointed;

8. In the event of the impediment or absence of one or more members of the Supervisory Board, the remaining members of the Supervisory Board, or the sole remaining member of the Supervisory Board, shall be temporarily charged with the supervision of the Executive Board.

In the event of the impediment or absence of all members of the Supervisory Board, a person to be designated by the Supervisory Board for that purpose for an indefinite period shall be temporarily charged with the supervision of the Executive Board.

9. As long as no Supervisory Board has been established, all rights, powers, and duties assigned to the Supervisory Board in these Articles of Association shall accrue to the Executive Board.

Article 9 - Supervisory Board: meetings and decision-making

1. The Supervisory Board meets as soon as the execution of tasks assigned to the Supervisory Board makes this necessary.

The Supervisory Board meets at least once a quarter and furthermore as often as at least one of its members wishes.

The Supervisory Board discusses at least once a year:

2. The provisions of Articles 4 and 5 regarding the meeting and decision-making of the Board shall apply mutatis mutandis to the Supervisory Board as far as possible.

3. A decision of the Supervisory Board:

is taken by a majority of at least two-thirds of the votes cast in a meeting in which all members of the Supervisory Board are present or represented.

The person concerned shall always be given the opportunity to account for his actions in a meeting in which these decisions concerning him are discussed, and he may be assisted by counsel therein.

In the case of a decision concerning a member of the Supervisory Board, the member of the Supervisory Board concerned is not counted with regard to the number of members that must be present and the number of members required to take the decision.

However, such a decision can never be taken by a single member of the Supervisory Board.

4. A decision by the Supervisory Board to grant approval for an amendment to the Articles of Association, merger, division, conversion, or dissolution as referred to in Articles 13 to 15 inclusive, shall be taken by a majority of at least two-thirds of the votes cast in a meeting in which all members of the Supervisory Board are present or represented.

5. A member of the Supervisory Board shall not participate in the decision-making if he has a direct or indirect personal interest therein that conflicts with the interest of the foundation and the organization affiliated with it.

If the Supervisory Board is unable to take a decision as a result, the member of the Supervisory Board concerned is nevertheless authorized to participate in the deliberations and decision-making, and the Supervisory Board is authorized to take the decision in this manner. The Supervisory Board shall then record in writing the considerations underlying the decision.

Article 10 - Supervisory Board: duties and powers

1. The Supervisory Board supervises the policy of the Executive Board and the general course of business within the foundation.

The Supervisory Board supervises at least:

2. The Supervisory Board advises the Executive Board.

3. In the exercise of their duties, the members of the Supervisory Board act in the best interests of the foundation.

The members of the Supervisory Board perform their function independently, without instruction or consultation, and without allowing any vested interest to prevail.

A member of the Supervisory Board acts with integrity and avoids any form or appearance of personal favoritism or conflict of interest between him and the foundation. He provides the Supervisory Board with insight into the ancillary functions exercised by him upon first request.

4. The Supervisory Board is entitled to all information necessary for the exercise of its duties and powers.

The Supervisory Board is entitled to inspect all books, records, and other data carriers of the foundation.

The Supervisory Board may, at the expense of the foundation, be assisted in the exercise of its duties by one or more experts.

5. The Supervisory Board reports on its activities and the supervision exercised. This report is added to the reporting documents, as referred to in Article 11.

Article 11 - Financial year; reporting

1. The financial year coincides with the calendar year.

2. The Executive Board is obliged to prepare the balance sheet and the statement of income and expenses of the foundation annually within six months after the end of the financial year and to put them on paper.

The Executive Board shall send these documents and a further explanation thereof to the Supervisory Board for approval before the end of the period referred to in the preceding sentence.

The Executive Board shall prepare annual accounts and a management report as referred to in Article 2:300 of the Dutch Civil Code if this is required by law. In that case, the Executive Board shall make a copy thereof available for inspection by the Supervisory Board at the Foundation's office, together with the information to be added pursuant to law.

3. The Supervisory Board shall have the documents examined by an accountant to be designated by it as referred to in Article 2:393 paragraph 1 of the Dutch Civil Code.

This accountant shall report on his examination to the Supervisory Board and the Executive Board. He shall present the results of his examination in a statement regarding the accuracy of the documents.

If permitted by law, the Supervisory Board may decide to omit this examination or to have it performed by another expert.

4. The balance sheet and the statement of income and expenses of the foundation or the annual accounts shall be adopted by the Supervisory Board within one month after the preparation of the documents referred to in paragraph 2.

The adopted documents shall be signed by all directors and all members of the Supervisory Board. If a signature of one of them is missing, the reason for this shall be stated on the documents.

5. The period referred to in paragraph 2 may be extended by the Supervisory Board by a maximum of four months on the basis of special circumstances.

Article 12 - Regulations

1. The Executive Board may adopt any number of rules.

The regulations shall contain rules that the Executive Board deems necessary for the performance of its task. A rule may never conflict with the Articles of Association, any of the other rules, or the law.

The Executive Board may amend and also revoke any rule made by it.

2. The Supervisory Board may adopt any number of rules.

The regulations shall contain rules that the Supervisory Board deems necessary for the performance of its task. A rule may never conflict with the Articles of Association, any of the other rules, or the law.

The Supervisory Board may amend and also revoke any rules made by it.

3. The Supervisory Board and the Executive Board may jointly adopt one or more rules.

The regulations shall contain rules that the Supervisory Board and the Executive Board both deem necessary for the performance of their joint tasks. Rules may never conflict with the Articles of Association, any of the other rules, or the law.

The Supervisory Board and the Executive Board may jointly amend and also revoke all rules made by them.

4. A rule in a regulation shall be recorded in writing, stating the day on which they enter into force.

This date cannot be prior to the date on which the decision to add or amend the rule was taken.

Article 13 - Amendment of Articles of Association

1. The Executive Board is authorized to amend the Articles of Association, with the exception of the provisions of Article 2, Article 15 paragraph 2, and this paragraph.

2. The decision to amend the Articles of Association may only be taken in accordance with the provisions of Article 6 paragraph 4 and Article 9 paragraph 4.

3. If a proposal to amend the Articles of Association is made, this must be stated in advance, in the notice convening the relevant meeting.

The verbatim text of the proposed amendment must be attached to that notice. In this case, the notice period shall be at least two weeks.

4. An amendment to the Articles of Association shall enter into force at the time determined by the Executive Board, but not earlier than after a notarial deed has been drawn up.

Every director is authorized to have this deed executed.

The Executive Board may authorize one or more directors and/or others, either jointly or individually, to have the deed of amendment to the Articles of Association executed.

Article 14 - Merger; division; conversion

The provisions of paragraphs 1, 2, and 3 of the previous article shall apply mutatis mutandis to a decision by the Executive Board to merge or divide within the meaning of Title 7 of Book 2 of the Civil Code and to a decision by the Executive Board to convert the foundation into another legal form in accordance with Article 2:18 of the Civil Code, without prejudice to the requirements of the law.

Article 15 - Dissolution

1. The Executve Board is authorized to dissolve the foundation.

The provisions of Article 13, paragraphs 2 and 3 shall apply mutatis mutandis to the decision to dissolve, as far as possible.

2. In its decision to dissolve, the Executive Board shall determine the destination of any surplus.

The surplus shall be used for the benefit of an institution pursuing a public interest with a similar objective.

3. If the foundation no longer has any assets at the time of its dissolution, it shall cease to exist.

In that case, the Executive Board shall notify the Trade Register thereof.

4. The books and documents of the dissolved foundation shall remain in the custody of the person designated by the Executive Board in the dissolution decision for a period of seven years after the foundation has ceased to exist.

Within eight days after the commencement of his duty of custody, the designated custodian must provide his name and address to the Trade Register.

5. The foundation shall furthermore be dissolved by:

Article 16 - Liquidation

1. The Executive Board is charged with the liquidation of the assets of the foundation, insofar as no other liquidator(s) has (have) been designated in the dissolution decision.

2. After the dissolution decision, the foundation is in liquidation.

The foundation continues to exist after its dissolution if and to the extent that this is necessary for the liquidation of its assets.

During the liquidation, the provisions of the articles of association remain in force to the extent possible and necessary.

In documents and announcements issued by the foundation, 'in liquidation' must be added to the name of the foundation.

3. Any surplus balance after liquidation shall be allocated as determined by the dissolution resolution, or, in the absence thereof, by the liquidator(s) with due observance of the provisions of Article 15, paragraph 2.

The liquidation ends at the time when no assets known to the liquidators remain.

Upon liquidation, the foundation ceases to exist at the time when the liquidation ends. The liquidators shall notify the Trade Register thereof.

Article 17 – Participants

1. Participants are those who have registered as participants with the foundation and have been admitted as such by the meeting of participants.

2. Participants may be natural persons of legal age.

Furthermore, a participant must meet the following requirements:

If and for as long as a participant does not comply with the provisions of this paragraph, he cannot exercise the rights associated with his participation.

3. Whenever the Executive Board deems it desirable, but at least once a year, a meeting shall be convened to which all participants are invited.

This meeting is referred to as the meeting of participants.

A meeting of participants is convened by the Executive Board.

The meeting of participants may appoint a chairperson of the meeting of participants. If such a chairperson has been appointed, he has the authority to independently convene meetings of participants when he deems it desirable, without prejudice to the authority of the Executive Board to do so.

4. In addition to the participants, all directors and all members of the supervisory board also have access to the meeting of participants.

They may speak at that meeting. The board decides on the admission of persons other than those referred to above.

5. The meetings are chaired by the chairman of the meeting of participants and, in his absence, the chairman of the Executive Board.

If the chairmanship of the meeting is not provided for in this manner, the meeting itself shall provide for it. The meeting appoints a secretary who keeps the minutes.

6. Each participant has one vote.

Decisions of the meeting of participants are taken by an absolute majority of the votes.

7. Membership ends through:

Article 18 - First financial year

The first financial year runs up to and including December thirty-one, two-thousand-twenty-six (31-12-2026).