STATUTES

Established in the year 2024/25
Translation from the original (Dutch) language¹

Signatories to the Formation of the Association:

Today, the twenty-sixth of July, two thousand twenty-four, appeared before me, Mr. Mark Peter van Tuijl, notary with office in ’s-Hertogenbosch:

Anna Maria Fojkis, born in Katowice (Poland) on the thirtieth of January two thousand three, unmarried and not registered as a partner; and

Gerardus Johannes Henricus van Gestel, born in Tilburg on the fifth of January two thousand two, unmarried and not registered as a partner;

hereinafter collectively referred to as: the "Founders".

The appearing parties hereby declared to establish an association, which will be governed by the following statutes:

Table of Contents

• Article 1. Definitions
• Article 2. Name
• Article 3. Registered office
• Article 4. Purpose
• Article 5. Members. Prospective members. Honorary members. Patrons.
• Article 6. Admission
• Article 7. End of membership and end of the rights and obligations of prospective members and supporters
• Article 8. Annual contributions. Obligations
• Article 9. Board
• Article 10. Termination of membership of the Board. Periodic resignation. Suspension
• Article 11. Functions in the Board. Decision-making by the Board
• Article 12. Task of the Board. Representation. Remuneration
• Article 13. Management report. Account and accountability
• Article 14. General Members Meetings
• Article 15. Access and voting rights
• Article 16. Chairmanship. Minutes
• Article 17. Decision-making by the General Members Meeting
• Article 18. Convening the General Members Meeting
• Article 19. Amendment of the Statutes
• Article 20. Dissolution
• Article 21. Internal regulations
• Article 22. Transitional provision

Article 1. Definitions

In these Statutes, the following definitions apply:

Term	Definition
General Members Meeting	The body of the Association that is formed by voting members of the Association or the meeting of the members, honorary members, prospective members, and supporters of the Association.
Board	The Board of the Association.
Written	By letter, fax, or e-mail, or by message transmitted via another common means of communication and can be received electronically or in writing, provided that the identity of the sender can be established with sufficient certainty.
Statutes	The statutes of the Association.
Association	The legal entity to which the Statutes apply.

Article 2. Name

The association is named: Enigma Study Association Tilburg.

Article 3. Registered office

The association is established in the municipality of Tilburg.

Article 4. Purpose

1. The Association aims to:
   1. create a community around the 'Cognitive Science and Artificial Intelligence' (CSAI) and 'Data Science and Society' (DSS) courses at Tilburg University;
   2. offer social and educational events to its members and affiliates, as well as personal and academic support, for bachelor's, master's and PhD students, as well as professors and alumni.
2. The Association seeks to achieve its goals, among other things, by organizing activities, including panel discussions and symposia, Hackathons, The Enigma Collective, excursions and social gatherings and by being proactive in the community.

Article 5. Members. Prospective members. Honorary members. Benefactors.

1. The association has members, prospective members, honorary members and benefactors.
2. The Board keeps a register containing the names and addresses of all members, prospective members, honorary members and benefactors.
3. Honorary members are persons who have made a special contribution to the Association and have been appointed as such by the General Members Meeting on the proposal of the Board with an absolute majority of the valid votes cast and have accepted this appointment.
4. Benefactors are those who have declared their willingness to support the Association financially with a minimum contribution to be determined by the General Members Meeting.
5. Prospective members and supporters have no rights and obligations other than those granted and imposed on them by or according to the Statutes.

Article 6. Admission.

1. The Board decides on the admission of members, prospective members and benefactors.
2. In the event of non-admission as a member, the General Members Meeting may still decide on admission.

Article 7. End of membership and end of the rights and obligations of prospective members and supporters.

1. Membership of the Association ends:
   1. by the death of the member;
   2. by cancellation by the member;
   3. by termination by the Association.
      This can occur when a member has ceased to meet the requirements for membership set out in the Statutes when the member does not fulfill the member's obligations towards the Association, as well as when the Association cannot reasonably be expected to continue membership. ;
   4. by dismay.
      This can only be pronounced if a member acts contrary to the Statutes, regulations or decisions of the Association, or unreasonably disadvantages the Association.
2. Termination by the Association is done by the Board.
3. Cancellation of membership by the member or by the Association can only take place towards the end of a financial year and with due observance of a notice period of four weeks.
   However, membership can in any case be terminated towards the end of the financial year following the financial year in which cancellation takes place.
   Furthermore, membership may be terminated immediately if the Association or the member cannot reasonably be expected to continue membership.
4. A cancellation contrary to the provisions of the previous paragraph will terminate the membership at the earliest permitted time following the date on which the cancellation was made.
5. A member may terminate membership with immediate effect within one month after the member has been notified of a decision to convert the Association into another legal form or to merge or demerge within the meaning of Title 7, Book 2 of the Civil Code.
6. A member may furthermore terminate membership with immediate effect within one month after the member has become aware or communicated a decision in which the rights of the member have been limited or the obligations of the member towards the Association have been increased.
   The decision will then not apply to the member in question.
   A member is not entitled to exclude a decision in which the financial rights and obligations of the member have changed with regard to the member in question by terminating membership.
7. Expulsion from membership is done by the Board.
8. From a decision to terminate membership by the Association on the grounds that a member does not fulfill the member's obligations towards the Association, as well as that the Association cannot reasonably be expected to continue membership and from a decision to expel the person concerned may appeal from membership to the General Members Meeting within one month of receipt of notification of the decision.
   The member concerned will be informed of the decision in writing as soon as possible, stating the reasons.
   During the appeal period and pending the appeal, the member is suspended, on the understanding that the suspended member has the right to justify himself in the General Members Meeting in which the appeal referred to in this paragraph is dealt with.
9. If membership ends during a financial year, the annual contribution remains due in full.
10. The rights and obligations of a prospective member and a benefactor can be terminated at any time by mutual notice, except that the annual contribution for the current financial year remains due in full.
11. Termination as referred to in the previous paragraph by the Association shall be effected by the Board.

Article 8. Annual contributions. Obligations.

1. Members, prospective members and supporters are required to pay an annual contribution, which will be determined by the General Members Meeting.
   For this purpose, they can be divided into categories that pay different contributions.
2. Honorary members - insofar as they are not also members - do not pay an annual contribution, but otherwise have the same rights as members.
3. The Board is authorised to grant full or partial exemption from the obligation to pay a contribution in special cases.
4. The Board is authorised, after obtaining permission from the General Members Meeting, to attach obligations to membership.

Article 9. Board.

1. The Board consists of a number of three or more persons to be determined by the General Members Meeting, who are appointed by the General Members Meeting, with the understanding that the first board members are appointed by this deed.
   The appointment of board members is made by the members of the Association.
2. The appointment of the board shall be made from one or more binding nominations, except as provided in paragraph 3 of this article.
   The Board shall be authorised to draw up such a nomination.
   The nomination of the Board shall be communicated in the notice convening the meeting.
3. The binding nature of any nomination may be removed by a resolution of the General Members Meeting, adopted by at least two-thirds of the votes cast, taken in a meeting in which at least two-thirds of the members are represented.
   If the nomination contains one candidate for a position to be filled, a resolution on the nomination shall result in the candidate being appointed unless the binding nature of the nomination is removed.
4. If no nomination has been drawn up, or if the General Members Meeting decides in accordance with the previous paragraph to remove the binding nature of the drawn-up nominations, the General Members Meeting shall be free to choose.
5. If there is more than one binding nomination, the appointment shall be made from those nominations.

Article 10. Termination of membership of the Board. Periodic resignation. Suspension.

1. Every board member, even if they have been appointed for a specific period, can be dismissed or suspended by the General Members Meeting at any time.
   A suspension that is not followed by a decision to dismiss within three months ends by the expiry of that period.
2. Every board member resigns no later than three years after their appointment, according to a schedule of resignation to be drawn up by the Board.
   The resigning board member is eligible for re-election; anyone appointed in an interim vacancy takes the place of the predecessor of the newly appointed board member on the schedule.
   A resigning board member remains in office until the vacancy has been filled.
3. Membership of the Board also ends:
   1. by the termination of the membership of the Association with regard to a board member appointed from the members;
   2. by resignation.

Article 11. Functions in the Board. Decision-making by the Board.

1. The Board (with the exception of the first Board, whose members are appointed in office) shall appoint a chairperson, a secretary and a treasurer from among its members.
   The Board may appoint a replacement for each of them from among its members.
   A board member may hold more than one position.
2. The Board shall meet as often as one or more of the board members deem this necessary.
   The meeting shall be convened - stating the items to be discussed - by the board member who initiated the meeting, with due observance of a notice period of at least eight days.
   Each board member shall be entitled to cast one vote at the meetings.
   The board member may be represented by another board member by means of a written proxy.
   Board meetings may be held by means of telephone or video conferences, or by means of any other means of communication, provided that each participating board member can be heard by all others simultaneously and provided that such meetings are chaired from the Netherlands.
   The secretary shall draw up minutes of the proceedings of each meeting of the Board, which shall be approved and signed by the chairperson and the secretary.
   The minutes may also be signed electronically, provided that the identity of the signatories can be established with sufficient certainty.
3. The Board shall decide by an absolute majority of the valid votes cast by all board members present or represented at the meeting, who may participate in the decision-making process.
   The Board may also make decisions outside of a meeting, provided that this is done in writing, all board members are aware of the decision to be taken, none of them opposes this method of decision-making and the decision is taken by an absolute majority of the valid votes cast by board members who may participate in the decision-making process.
   In the event of a tie, the General Members Meeting shall decide.
4. The board member who has a direct or indirect personal interest that conflicts with the interests of the Association and the organisation associated with it shall immediately report this to the chairperson of the Board and provide all relevant information about this. The other board members decide, without the presence of the board member concerned, whether there is an interest that conflicts with the interest of the Association and the organisation associated with it.
   A board member does not participate in the deliberations and decision-making if the board member concerned has a direct or indirect personal interest that conflicts with the interest of the Association and the organisation associated with it.
   If this prevents a board decision from being taken, the decision will be taken by the General Members Meeting.
5. Further rules regarding the meetings of and decision-making by the Board may be provided in the internal regulations.

Article 12. Task of the Board. Representation. Remuneration.

1. Subject to the restrictions in the Statutes, the Board is responsible for managing the Association.
   In fulfilling their task, the board members shall be guided by the interests of the Association and the organization associated with it.
2. If the number of board members has fallen below three, the Board shall remain authorized.
   However, the Board is obliged to convene a General Members Meeting as soon as possible to discuss the filling of the vacancy(ies) that has arisen.
   In the event of the absence or inability to act of one or more board members, the remaining board member(s) shall be responsible for the entire management.
   The General Members Meeting shall ensure that a person is appointed who shall temporarily manage the Association in the event of the absence or inability to act of all board members or of the sole board member.
   In these Statutes, inability to act shall in any case be understood to mean the circumstance that
   1. the board member is unreachable for a period of more than seven days due to illness or other causes; or
   2. the board member is suspended.
3. The Board is authorised to have certain parts of its task carried out by committees appointed by the Board under its responsibility.
4. The Board is authorised, provided that it has the approval of the General Members Meeting, to decide to enter into agreements for the acquisition, alienation and encumbrance of registered property, and to enter into agreements whereby the Association binds itself as surety or joint and several debtor, makes itself liable for a third party or binds itself to provide security for a debt of another and to represent the Association in respect of these actions.
   The lack of the aforementioned approval of the General Members Meeting can be appealed against third parties.
5. The General Members Meeting is authorised to subject decisions of the Board to its approval.
   These decisions must be clearly described and communicated to the Board in writing.
6. Without prejudice to the provisions of paragraph 4 of this article, the Association is represented by the Board.
   The power of representation also applies to two board members acting jointly.
7. The board members may be awarded a remuneration.
   Costs will be reimbursed to the board members upon presentation of the supporting documents.

Article 13. Management report. Account and accountability.

1. The financial year of the Association runs from the first of September to the thirty-first of August of the following year.
2. The Board is obliged to keep records of the financial position of the Association and of everything concerning the activities of the Association in accordance with the requirements arising from these activities, and to store the associated books, documents and other data carriers in such a way that the rights and obligations of the Association can be known at all times.
3. At a General Members Meeting within six months after the end of the financial year, unless this period is extended by a maximum of four months by the General Members Meeting, the Board shall submit a management report on the course of affairs in the Association and on the policy pursued.
   The Board shall submit the written balance sheet and the statement of income and expenditure with an explanation to the General Members Meeting for approval. These documents are signed by the board members; if the signature of one or more of them is missing, this will be reported with reasons.
   After the expiry of the term, each member can demand in court from the joint board members that the board members comply with these obligations.
4. The General Members Meeting annually appoints from the members a financial committee of at least two persons who may not be part of the Board.
   The financial committee examines the documents referred to in the second sentence of paragraph 3 of this article and reports its findings to the General Members Meeting.
   The Board is obliged to provide the financial committee with all information requested by it for the purpose of its investigation, to show it the Association's cash and securities if desired and to make the books, documents and other data carriers of the Association available for consultation.
5. If the investigation of the accounts and accountability requires special accounting knowledge, the financial committee can be assisted by an expert.
6. The charge of the audit committee may be revoked at any time by the General Members Meeting, but only by appointing another audit committee.
7. The Board is obliged to keep the books, documents and other data carriers referred to in paragraphs 2 and 3 of this article for seven years, without prejudice to the provisions of paragraph 8 of this article.
8. The data stored on a data carrier, with the exception of the balance sheet and statement of income and expenditure drawn up on paper, may be transferred to and stored on another data carrier, provided that the transfer takes place with a correct and complete representation of the data and that this data is available for the entire storage period and can be made legible within a reasonable time.

Article 14. General Members Meetings.

1. The General Members Meeting shall have all powers in the Association that are not assigned to the Board by law or the Statutes.
2. An Annual General Members Meeting - the annual meeting - shall be held no later than six months after the end of the financial year. The annual meeting shall deal with, among other things:
   1. the management report and the account and accountability referred to in Article 13, including the report of the committee referred to therein;
   2. the discharge of the board members for their management during the previous financial year;
   3. the appointment of the committee referred to in Article 13 for the following financial year;
   4. filling any vacancies;
   5. proposals from the Board or the members, announced in the notice convening the meeting.
3. Other General Members Meetings shall be convened as often as the Board deems desirable, or when it is required to do so by law or the Statutes.
4. Furthermore, the Board shall be obliged to convene a General Members Meeting at the written request of at least such a number of members as are authorised to cast at least one-tenth of the votes within a period of no more than four weeks after submission of the request. If the request is not complied with within fourteen days, the applicants may themselves convene the meeting by issuing a notice in accordance with Article 18 or by placing an advertisement in at least one widely read daily newspaper in the place where the Association is established, taking into account the notice period stated in Article 18. The applicants may then charge persons other than board members with the management of the meeting and the preparation of the minutes.

Article 15. Access and voting rights.

1. All members of the Association, the board members, all prospective members, all honorary members and all benefactors have access to the General Members Meeting.
   Suspended members, except as provided in paragraph 8 of article 7 and suspended board members, do not have access.

2. The General Members Meeting decides on the admission of persons other than those referred to in paragraph 1 of this article.

3. Each member of the Association who is not suspended has one vote. Prospective members and honorary members do not have the right to vote.
   The board members have an advisory vote as such.

4. A member can cast the member's vote through another member authorized in writing to do so.

5. If the Board has opened the possibility to do so in the convocation of a General Members Meeting, the members are entitled to exercise their voting rights by means of an electronic means of communication, provided that

   (i) the conditions to be set for the use of the means of communication, such as the connection, security and the like, are announced in the convocation,

   (ii) the member can be identified,

   (iii) the member can directly take note of the proceedings at the meeting, and

   (iv) if this possibility has been opened, the member can participate in the deliberations.

6. If the Board has opened the possibility to do so in writing, votes can be cast prior to the General Members Meeting by means of an electronic means of communication, but not earlier than the thirtieth day before the meeting, at a specially designated e-mail address.
   These votes are considered equivalent to votes cast at the General Members Meeting.

Article 16. Chairmanship. Minutes.

1. The General Members Meetings are chaired by the chairperson of the Association or by the deputy of the chairperson.
   If the chairperson and the chairperson's deputy are absent, one of the other board members appointed by the Board will act as chairperson.
   If the chairmanship is not provided in this way, the meeting will provide for it itself.
   Until that moment, the chairmanship will be assumed by the oldest person present at the meeting.
2. Minutes of the proceedings at each meeting will be taken by the secretary or another person appointed by the chairperson, which will be approved and signed by the chairperson and the secretary.
   The minutes can also be signed electronically, provided that the identity of the signatories can be established with sufficient certainty.
   Those who convene the meeting can have a notarial report drawn up of the proceedings.
   The content of the minutes or the report will be brought to the attention of the members.

Article 17. Decision-making by the General Members Meeting.

1. The opinion of the chairperson pronounced at the General Members Meeting regarding the outcome of a vote is decisive.
   The same applies to the content of a decision taken insofar as a vote was taken on a proposal that was not recorded in writing.
2. However, if the correctness of a judgment referred to in the first paragraph is contested immediately after it has been pronounced, a new vote will be held if the majority of the meeting or, if the original vote was not by roll call or by means of ballot papers, a voting member present so requests.
   This new vote will lapse the legal consequences of the original vote.
   Votes cast electronically in accordance with Article 15, paragraph 6 before the General Members Meeting are also deemed to have been cast in the new vote.
3. Unless the Statutes or the law provide otherwise, all decisions of the General Members Meeting shall be taken by an absolute majority of the votes cast.
4. Blank votes and invalid votes shall be deemed not to have been cast.
5. If no one has obtained an absolute majority in an election of persons, a second vote or, in the case of a binding nomination, a second vote between the nominated candidates shall take place.
   If no one has obtained an absolute majority again, re-votes shall take place until either one person has obtained an absolute majority or a vote has been held between two persons and the votes are tied.
   In the case of said re-votes (which do not include the second vote), the vote shall each time be held between the persons who were voted for in the previous vote, with the exception of the person who received the smallest number of votes in that previous vote.
   If the smallest number of votes was cast for more than one person in that previous vote, lots shall be drawn to determine which of those persons may no longer be voted for in the new vote.
   In the event of a tie in a vote between two persons, the lot shall decide which of the two is elected.
6. If the votes are tied, the proposal shall be rejected, without prejudice to the provisions of paragraph 5 of this article.
7. All votes shall be taken orally.
   However, the chairperson may determine that the votes shall be cast through ballot papers.
   If it concerns an election of persons, a person entitled to vote who is present may also request that the votes be cast using ballot papers.
   Voting utilizing ballot papers shall be done using unsigned closed ballot papers.
   Decision-making by acclamation is possible unless a person entitled to vote requests a roll-call vote.
8. A unanimous decision by all members, even if they are not present at a meeting, shall have the same force as a decision by the General Members Meeting, provided that it is taken with the prior knowledge of the Board.
   This also applies to decisions to amend the Statutes or to dissolve the Association.
9. As long as all members are present or represented at a General Members Meeting, valid decisions can be taken, provided that they are taken unanimously, on all subjects on the agenda - including a proposal to amend the Statutes or to dissolve the Association - even if the notice was not issued in the prescribed manner or if any other regulation regarding the calling and holding of meetings or a related formality was not observed.

Article 18. Convening the General Members Meeting.

1. The General Members Meetings are convened by the Board, without prejudice to the provisions of Article 14 paragraph 4.
   The notice is issued in writing to the addresses (including e-mail addresses) of the members, prospective members and benefactors according to the register referred to in Article 5.
   The term for the notice is at least seven days. If a member, a prospective member or a benefactor agrees to this in writing, the summons may be issued by means of a legible and reproducible message sent electronically to the address that he has notified the Association in writing for this purpose.
2. The summons shall state the subjects to be discussed, without prejudice to the provisions of Articles 19 and 20.

Article 19. Amendment of the Statutes.

1. Without prejudice to the provisions of Article 17, paragraphs 8 and 9, the Statutes may not be amended except by a resolution of a General Members Meeting, which has been convened with the announcement that an amendment of the Statutes will be proposed there.
2. Those who have issued the convocation for the General Members Meeting to consider a proposal to amend the Statutes must, at least five days before the meeting, make a copy of that proposal, in which the proposed amendment is included verbatim, available for inspection by the members at a suitable location until after the day on which the meeting is held.
3. A resolution to amend the Statutes requires at least two-thirds of the votes cast, in a meeting in which at least two-thirds of the members are present or represented.
   If two-thirds of the members are not present or represented, a second meeting will be convened after that meeting, to be held within four weeks after the first meeting, in which the proposal as discussed in the previous meeting can be decided, regardless of the number of members present or represented, provided that a majority of at least two-thirds of the votes cast.
4. An amendment to the Statutes will not come into effect until a notarial deed has been drawn up.
   Each board member is authorised to have the deed executed.

Article 20. Dissolution.

1. The Association can be dissolved by a resolution of the General Members Meeting.
   The provisions of paragraphs 1 and 3 of Article 19 apply accordingly.
2. After the dissolution, the liquidation will be carried out by the board members.
   The Board may decide to appoint other persons as liquidators.
3. The positive balance after liquidation will be transferred to those who were members at the time of the resolution to dissolve.
   Each of them will receive an equal share. However, the decision to dissolve may also be used for a different purpose for the positive balance.
4. After the liquidation, the books, documents and other data carriers of the dissolved Association shall remain in the custody of the person appointed by the liquidators for the period prescribed by law.
5. The provisions of Title 1 Book 2 of the Dutch Civil Code shall apply to the liquidation.

Article 21. Internal regulations.

1. The General Members Meeting may establish Internal regulations.
2. The Internal regulations may not conflict with the law, even where they do not contain mandatory law, nor with the Statutes.

Article 22. Transitional provision.

The first financial year of the Association shall run until the 31st of August 2025.
This article shall lapse after the end of the second financial year of the Association.

Footnotes

1. Original statutes can be requested by sending a written request to: enigmatilburg@gmail.com ↩