ARTICLES OF ASSOCIATION

Article 1. Definitions.

In these Articles of Association, the following terms shall mean:

General Meeting: the body of the Association formed by the voting members of the Association, or the gathering of the members and honorary members of the Association; Board: the Board of the Association; In writing: by letter, fax, or email, or by message transmitted via another customary communication medium and capable of being received electronically or in writing, provided that the identity of the sender can be established with sufficient certainty; Articles of Association: the articles of association of the Association; Association: the legal entity to which these Articles of Association relate.

Article 2. Name.

The name of the Association shall be: Kaleido.

Article 3. Registered Office.

The Association shall have its registered office in the municipality of Maastricht.

Article 4. Purpose.

1. The purpose of the Association is:

a. To strengthen the cultural living environment among international students in Maastricht.

b. To represent the interests of students from institutions of Higher Professional Education and scientific research in Maastricht and the Euregio.

2. The Association attempts to achieve this purpose, inter alia, by:

a. Facilitating students in realizing their ideas and concepts.

b. Continuously developing unique events and activities that make a positive contribution to the cultural landscape of Maastricht.

c. Cooperating with other organizations.

d. Creating and maintaining a community where people from different backgrounds come together and where everyone feels at home.

e. Respectful interaction with the surroundings, the city, and its inhabitants in a sustainable manner.

3. The Association does not aim to make a profit.

Article 5. Members. Introductory members. Kaleido friends.

1. The Association has the following types of members:

- Ordinary members;

- Honorary members;

- Introductory members;

- Kaleido friends.

Where these Articles of Association refer to members or member, this shall be understood to mean: the ordinary members, extraordinary members, and honorary members, unless the acontrary appears.

a. Ordinary members are students enrolled in any program or institution of Higher Professional Education (HBO) or University (WO) in Maastricht or the Euregio, or who have graduated from such a program or institution.

b. Honorary members are those who have distinguished themselves in a particularly honorable manner towards the Association, who have rendered particularly meritorious service to the Association, and who have been appointed as honorary members.

c. Introductory members are those admitted as such during the introductory period.

d. Anyone who supports the purpose of the Association can become a Kaleido friend.

2. Further details regarding this are regulated in the House Rules.

Article 6. Admission.

1. Application for membership shall be made by submitting a completed and signed application

form to the secretary of the Board, as further specified in the House Rules.

2. The Board shall decide on the admission of members, introductory members, and Kaleido

friends. In the event of non-admission to membership, the General Meeting may still resolve

to admit the applicant.

3. Honorary members shall be appointed by the General Meeting upon the proposal of the

Board by a resolution of the General Meeting, adopted by a majority of at least two-thirds

(2/3) of the valid votes cast.

4. Membership is personal and therefore non-transferable and not capable of being acquired by succession.

Article 7. Termination of membership and termination of the rights and obligations of introductory members and Kaleido friends.

1. The membership of the Association shall terminate:

a. by the death of the member;

b. by resignation by the member;

c. by resignation by the Association. This may occur when a member has ceased to meet the requirements for membership set out in the Articles of Association, when the member fails to fulfill the obligations of the member towards the Association, or when the Association cannot reasonably be expected to continue the membership;

d. by expulsion. This may only be pronounced when a member acts in violation of the Articles of Association, regulations, or resolutions of the Association, or unreasonably harms the Association.

2. Resignation by the Association shall be effected by the Board.

3. Resignation of membership by the member or by the Association may only take effect at the end of a financial year, observing a notice period of four weeks. However, membership may in any case be terminated at the end of the financial year following the financial year in which notice is given. Furthermore, membership may be terminated immediately if the Association or the member cannot reasonably be expected to continue the membership.

4. A resignation contrary to the provisions of the preceding paragraph shall cause the membership to terminate at the earliest permissible time following the date for which notice was given.

5. A member may resign with immediate effect within one month after the member has been notified of a resolution 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 resign with immediate effect within one month after a resolution limiting the rights of the member or increasing the obligations of the member towards the Association has become known or been communicated. In such case, the resolution shall not apply to the member concerned. A member is not entitled to exclude, by resigning from membership, a resolution that has modified the financial rights and obligations of the member towards the member concerned.

7. Expulsion from membership shall be effected by the Board.

8. A person concerned may appeal to the General Meeting against a resolution to resign from membership by the Association on the grounds that a member has failed to fulfill the obligations of the member towards the Association, or that the Association cannot reasonably be expected to continue the membership, and against a resolution to expel from membership, within one month after receipt of the notification of the resolution. The member concerned shall be notified in writing of the resolution, stating the reasons, as soon as possible. During the appeal period and pending the appeal, the member is suspended, provided however that the suspended member has the right to defend themselves in the General Meeting in which the appeal referred to in this paragraph is discussed.

9. If membership terminates in the course of a financial year, the annual contribution shall nevertheless remain due in full.

Article 8. Financial resources. Annual contributions. Commitments.

1. The funds of the Association may consist, inter alia, of members' contributions, entrance fees, any acquisitions resulting from inheritances, legacies, and donations, and finally any other incidental income.

2. Every ordinary member shall pay a contribution, the amount of which shall be determined annually by the General Meeting during the annual meeting.

3. Honorary members, introductory members, and Friends of Kaleido are exempt from the obligation to pay contributions unless otherwise provided in the House Rules.

4. The Board is authorized to grant full or partial exemption from the obligation to pay contributions and/or entrance fees to members in special cases.

5. The Board is authorized, after obtaining permission from the General Meeting, to attach commitments to membership.

Article 9. Board.

1. The Board shall consist of a number of three or more persons to be determined by the General Meeting, who shall be appointed by the General Meeting. The appointment of directors shall be made from among the members of the Association, subject to the provisions of paragraph 2 of this Article.

2. The General Meeting may resolve that a maximum of half of the Board shall be appointed from outside the members.

3. The appointment of directors shall be made from one or more binding nominations, subject to the provisions of paragraph 4 of this Article. The Board is authorized to draw up such a nomination. The Board's nomination shall be communicated with the notice of the meeting.

4. The binding nature of any nomination may be removed by a resolution of the General Meeting adopted by at least two-thirds (2/3) of the votes cast, in a meeting in which at least two-thirds (2/3) of the members are represented. If the nomination contains one candidate for a vacancy to be filled, a resolution on the nomination shall result in the appointment of the candidate, unless the binding nature of the nomination is removed.

5. If no nomination has been drawn up, or if the General Meeting resolves in accordance with the preceding paragraph to remove the binding nature of the nominations drawn up, the General Meeting shall be free in its choice.

6. If there is more than one binding nomination, the appointment shall be made from those nominations.

7. The method of election, retirement, and/or replacement of board members shall be further explained in the House Rules.

Article 10. Termination of Board membership. Periodic retirement. Suspension.

1. Every director, even if appointed for a fixed term, may be dismissed or suspended by the General Meeting at any time. A suspension that is not followed by a dismissal resolution within three months shall end upon the expiration of that period.

2. Every director shall retire at the latest three years after their appointment, according to a retirement schedule to be drawn up by the Board. The retiring director shall be eligible for re- election; whoever is appointed to an interim vacancy shall take the place of the predecessor of the newly appointed director on the schedule. A retiring director shall remain in office until the vacancy has been filled.

3. The membership of the Board shall furthermore terminate:

a. by the termination of membership of the Association with respect to a director appointed from among the members;

b. by resignation.

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

1. The Board (with the exception of the first Board, the members of which are appointed to office) shall designate from among its members a chairperson, a secretary, and a treasurer. The Board may designate a substitute for each of them from among its members. A director may hold more than one function.

2. The Board shall meet as often as one or more of the directors deems necessary. The notice shall be issued - stating the items to be discussed - by the director taking the initiative for the meeting, observing a notice period of at least eight (8) days. In the meetings, every director shall have the right to cast one vote. Directors may be represented by another director by written proxy. Board meetings may be held by means of telephone or video conferences, or by means of any other communication medium, provided that each participating director can be heard simultaneously by all others and provided that such meetings are chaired from the Netherlands. Minutes of the proceedings of each Board meeting shall be drawn up by the secretary, which shall be established and signed by the chairperson and the secretary. 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 directors present or represented at the meeting who are entitled to participate in the decision-making. The Board may also take resolutions outside of a meeting provided that this is done in writing, all directors are aware of the resolution to be taken, none of them opposes this method of decision-making, and the resolution is adopted by an absolute majority of the votes validly cast by directors entitled to participate in the decision-making. In the event of a tie, the General Meeting shall decide.

4. A director who has a direct or indirect personal interest that is conflicting with the interest of the Association and the organization connected with it, shall immediately report this to the other directors and provide all relevant information thereon. The other directors shall decide, in the absence of the director concerned, whether there is an interest conflicting with the interest of the Association and the organization connected with it. If as a result no board resolution can be taken, the resolution shall be taken by the General Meeting.

5. Further rules regarding the meetings of and decision-making by the Board may be provided in the House Rules.

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

1. Subject to the restrictions according to the Articles of Association, the Board is charged with managing the Association. In fulfilling their task, the directors shall be guided by the interest of the Association and the organization connected with it.

2. If the number of directors has fallen below three, the Board shall remain authorized. However, the Board is obliged to convene a General Meeting as soon as possible in which the filling of the resulting vacancy(ies) will be addressed. In the event of the absence or incapacity of one or more directors, the remaining director(s) shall be charged with the entire Board. The General Meeting shall ensure that a person is appointed who shall temporarily manage the Association in the event of the absence or incapacity of all directors or of the sole director. In these Articles of Association, incapacity shall in any case be understood to mean the circumstance that:

a. the director is unreachable for a period of more than seven (7) days due to illness or other causes; or

b. the director is suspended.

3. The Board is authorized, under its responsibility, to have certain parts of its task carried out by committees appointed by the Board.

4. The Board is authorized, subject to the approval of the General Meeting, to resolve to enter into agreements for the acquisition, alienation, and encumbrance of registered property, and to enter into agreements whereby the Association binds itself as guarantor or joint and several debtor, stands surety for a third party, or binds itself to provide security for a debt of another, and to represent the Association in respect of these acts. The lack of the aforementioned approval of the General Meeting may be invoked against third parties.

5. The General Meeting is authorized to subject resolutions of the Board to its approval. These resolutions 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 shall be represented by the Board. The power of representation shall also belong to either the chairperson or two directors acting jointly.

7. Remuneration may be granted to the directors. Expenses shall be reimbursed to the directors upon presentation of supporting documents.

Article 13. Board report. Accounts and accountability.

1. The financial year of the Association shall run from October first to September thirtieth inclusive.

2. The Board is obliged to keep an administration of the financial position of the Association and of everything concerning the activities of the Association in such a manner and to keep the associated books, documents, and other data carriers in such a manner that the rights and obligations of the Association can be known at all times, in accordance with the requirements arising from these activities.

3. The Board shall submit a board report on the course of affairs in the Association and on the policy pursued to a General Meeting within six months after the end of the financial year, unless this period is extended by the General Meeting by no more than four months. The Board shall submit the balance sheet drawn up on paper and the statement of income and expenses with an explanation to the General Meeting for approval. These documents shall be signed by the directors; if the signature of one or more of them is missing, this shall be reported stating the reasons. After the expiration of the period, any member may demand in court from the joint directors that the directors fulfill these obligations.

4. The General Meeting shall annually appoint from among the members a financial committee of at least two persons who may not be part of the Board. The financial committee shall examine the documents mentioned in the second sentence of paragraph 3 of this Article and report its findings to the General Meeting. The Board is obliged to provide the financial committee with all information requested by it for its investigation, to show it the cash box of the Association and the values if desired, and to make the books, documents, and other data carriers of the Association available for inspection.

5. If the examination of the accounts and accountability requires special accounting knowledge, the financial committee may be assisted by an expert.

6. The mandate of the financial committee may be revoked at any time by the General Meeting, but only by the appointment of another financial 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 hereinafter.

8. Data placed on a data carrier, except for the balance sheet and statement of income and expenses drawn up on paper, may be transferred to and stored on another data carrier, provided that the transfer is made with an accurate and complete representation of the data and these data are available during the entire retention period and can be made readable within a reasonable time.

Article 14. Other Committees.

1. The Board is authorized to establish other committees.

2. Each committee shall have a commissioner. In that capacity, they shall lead this committee and regularly report to the other board members on the activities of this committee. The committee commissioners shall be appointed by the Board.

3. The committees are further defined in the House Rules.

Article 15. General Meetings.

1. All powers in the Association that are not assigned to the Board by law or the Articles of Association shall belong to the General Meeting.

2. Annually, no later than six months after the end of the financial year, a General Meeting - the annual meeting - shall be held. In the annual meeting, the following shall be addressed, inter alia:

a. the board report and the accounts and accountability referred to in Article 13 with the report of the committee referred to therein;

b. the granting of discharge to the directors for their management during the previous financial year;

c. the appointment of the committee mentioned in Article 13 for the next financial year;

d. filling any vacancies;

e. proposals from the Board or the members, announced with the notice of the meeting.

3. Other General Meetings shall be convened as often as the Board deems desirable, or when it is obliged to do so according to the law or the Articles of Association.

4. Furthermore, the Board is obliged, upon written request of at least such a number of members as is entitled to cast at least one-tenth of the votes, to convene a General Meeting within a period of no longer than four weeks after submission of the request. If no action is taken on the request within fourteen (14) days, the petitioners may themselves proceed to such convocation by notice in accordance with Article 18 or by advertisement in at least one widely read daily newspaper in the place where the Association is seated, observing the notice period mentioned in Article 18. The petitioners may then entrust persons other than directors with the chairing of the meeting and the drawing up of the minutes.

Article 16. Access and voting rights.

1. All members and all honorary members of the Association and the directors shall have access to the General Meeting. Suspended members, subject to the provisions of Article 7 paragraph 8, and suspended directors shall not have access.

2. The General Meeting shall decide on the admission of persons other than those referred to in paragraph 1 of this Article.

3. Every member of the Association who is not suspended shall have one vote. The directors shall have an advisory vote as such.

4. A member may cast the vote of the member through another member authorized in writing for that purpose.

5. If the Board has opened the possibility for this in the notice of a General Meeting, the members shall be entitled to exercise their voting rights by means of an electronic communication medium, provided that (i) the conditions for using the communication medium, such as connection, security, and the like, are announced in the notice, (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 for this in writing, votes may be cast prior to the General Meeting via an electronic communication medium, but no earlier than the thirtieth day before that of the meeting, at a specially designated email address. These votes shall be equated with votes cast in the General Meeting.

Article 17. Chairmanship. Minutes.

1. The General Meetings shall be chaired by the chairperson of the Association or by the deputy of the chairperson. If the chairperson and the deputy of the chairperson are absent, one of the other directors designated by the Board shall act as chairperson. If the chairmanship is not provided for in this way either, the meeting shall provide for it itself. Until that moment, the chairmanship shall be performed by the person present at the meeting who is the oldest in age.

2. Minutes of the proceedings of each meeting shall be made by the secretary or another person designated by the chairperson for that purpose, which shall be established and signed by the chairperson and the minute-taker. Minutes may also be signed electronically provided that the identity of the signatories can be established with sufficient certainty. Those who convene the meeting may have a notarial record of the proceedings drawn up. The content of the minutes or of the record shall be brought to the attention of the members.

Article 18. Decision-making of the General Meeting.

1. The opinion expressed by the chairperson at the General Meeting regarding the result of a vote shall be decisive. The same applies to the content of a resolution adopted insofar as a vote was taken on a proposal not recorded in writing.

2. However, if the correctness thereof is disputed immediately after the expression of an opinion referred to in the first paragraph, 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 by ballot, a voting person present so requests. By this new vote, the legal consequences of the original vote shall lapse. Votes cast electronically prior to the General Meeting in accordance with Article 16 paragraph 6 shall also be deemed to have been cast in the new vote.

3. Insofar as the Articles of Association or the law do not determine otherwise, all resolutions of the General Meeting shall be adopted by an absolute majority of the votes cast.

4. Blank votes and invalid votes shall be considered as not cast.

5. If in an election of persons no one has obtained an absolute majority, a second vote shall take place, or in the case of a binding nomination, a second vote between the nominated candidates. If again no one has obtained an absolute majority, re-votes shall take place until either one person has obtained an absolute majority, or a vote has taken place between two persons and the votes are tied. In the aforementioned re-votes (which does not include the second vote), a vote shall each time take place between the persons on whom votes were cast in the preceding vote, however excluding the person on whom the lowest number of votes was cast in that preceding vote. If in that preceding vote the lowest number of votes was cast on more than one person, it shall be determined by lot on which of those persons no more votes can be cast in the new vote. In the event that in a vote between two persons the votes are tied, it shall be determined by lot 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 cast orally. However, the chairperson may determine that votes shall be cast by ballot. If it concerns an election of persons, a voting person present may also request that votes be cast by ballot. Voting by ballot shall be done by unsigned closed ballots. Decision-making by acclamation is possible, unless a voting person requests a roll-call vote.

8. A unanimous resolution of all members, even if they are not gathered in a meeting, shall, provided it is taken with the prior knowledge of the Board, have the same force as a resolution of the General Meeting. This also applies to resolutions to amend the Articles of Association or to dissolve the Association.

9. As long as all members are present or represented in a General Meeting, valid resolutions may be adopted, provided unanimously, on all matters coming up for discussion - thus also a proposal to amend the Articles of Association or to dissolve the Association - even if the notice has not been given in the prescribed manner or any other provision regarding the convening and holding of meetings or a formality connected therewith has not been observed.

Article 19. Convocation of the General Meeting.

1. The General Meetings shall be convened by the Board, without prejudice to the provisions of Article 15 paragraph 4. The notice shall be given in writing to the addresses (including email addresses) of the members and the honorary members according to the register referred to in Article 5. The notice period shall be at least fourteen (14) days. If a member or an honorary member agrees to this in writing, the notice may be given by a readable and reproducible message sent electronically to the address that the person concerned has made known to the Association in writing for this purpose.

2. The items to be discussed shall be stated in the notice, without prejudice to the provisions of Articles 20 and 21.

Article 20. Amendment of the Articles of Association.

1. Without prejudice to the provisions of Article 18 paragraphs 8 and 9, no change may be made to the Articles of Association other than by a resolution of a General Meeting, convened with the notification that an amendment of the Articles of Association will be proposed there.

2. Those who have convened the General Meeting for the discussion of a proposal to amend the Articles of Association must, at least five (5) 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 place until after the end of the day on which the meeting is held.

3. A resolution to amend the Articles of Association requires at least two-thirds (2/3) of the votes cast, in a meeting in which at least two-thirds (2/3) of the members are present or represented. If two-thirds (2/3) of the members are not present or represented, a second meeting shall be convened after that meeting, to be held within four weeks after the first meeting, in which a resolution can be adopted on the proposal as it was on the agenda in the previous meeting, regardless of the number of members present or represented, provided that it is adopted by a majority of at least two-thirds (2/3) of the votes cast.

4. An amendment of the Articles of Association shall not enter into force until a notarial deed has been executed thereof. Every director is authorized to execute the deed.

Article 21. Dissolution.

1. The Association may be dissolved by a resolution of the General Meeting. The provisions of paragraphs 1 and 3 of Article 20 shall apply mutatis mutandis.

2. After dissolution, the liquidation shall be carried out by the directors. The Board may resolve to appoint other persons as liquidators.

3. The positive balance after liquidation shall be transferred to those who were members at the time of the resolution to dissolve. Each of them shall receive an equal share. However, the resolution to dissolve may also designate a different destination for the positive balance.

4. After the liquidation has been completed, the books, documents, and other data carriers of the dissolved Association shall remain in the custody of the person designated by the liquidators for the period prescribed by law.

5. Otherwise, the provisions of Title 1 Book 2 of the Civil Code shall apply to the liquidation.

Article 22. House Rules.

1. The General Meeting may establish House Rules.

2. The House Rules may not conflict with the law, even where it does not contain mandatory law, nor with the Articles of Association.