Statutes of the EZBB
These are the articles of the institute "Evangelische Zending Bem do Brasil" (EZBB). The purpose of these statutes of the EZBB is to provide to the contributors, clarity what the goals and projects of the EZZB. It also the framework in which the donors can participate.
Statutes and objectives of the EZBB
The purpose of the "Evangelische Zending Bem do Brasil" is to respond to the Biblical command as written in the Bible "Go therefore and make disciples of all nations, baptizing them in the name of the Father and of the Son and of the Holy Spirit, and teaching them to observe all that I have commanded you." (Matthew 28:19) and to comply with the Christian life as described in Acts 4:32, 34-35 "Now the company of those who believed were of one heart and soul, and no one said that any of the things which he possessed was his own, but they had everything in common. There was not a needy person among them, for as many as were possessors of lands or houses sold them, and brought the proceeds of what was sold and laid it at the apostles' feet; and distribution was made to each as any had need."
The work of the EZBB is especially in the province of Rio Grande de Norte and the cities of Parnamirim, São Gonçalo de Amarante (10 miles from Natal) and Nova Cruz in Brazil.
Mr. WILFRED RENÉ STARRENBURG, born in The Hague on the 27th of February 1952, the Netherlands, living in Parnamirim-RN, Brazil, CEP 59150-300, and married;
Mrs. PRISCILA RAMOS STARRENBURG, born in Fortaleza on the 25th of January 1976, Brazil, living in Parnamirim-RN, CEP 59150-300 Parnamirim - RN, and married;
The associates declare with this Act to build an Institute and that determine the next statutes:
Name and residence
- The name of the institute: EVANGELISCHE ZENDING BEM DO BRASIL.
- The residence is Paranamirim - RN, Brazil.
The purpose of the Evangelische Zending Bem do Brasil (EZBB) is to proclaim the Gospel in word and deeds. In word through the actually proclamation of Gods Word using Bible studies, crèches, evangelical bookshops and the church.
In deeds through practical assistance such as food parcels, adoption of children, education and employment.
The management in the Netherlands is responsible for the financial support and prayer support from the Netherlands and guidance in Brazil. The persons (mainly Brazilians) do the actual work in Brazil.
The EZBB is founded in October 2003 to enable people to donate gifts to the foundation and/or to adopt a child.
Translation of the Brazilian Statutes
Article 2. The EZBB wishes to support and develop actions for the defence, lifting and the quality of life of human beings and the environment, by the activities of vocational training and the environment. To achieve its objectives, the EZBB suggest, promote, collaborate, coordinate or perform the actions and projects aimed at:
- The proclamation of the Gospel of the Lord Jesus Christ;
- The provision of Bibles and Gospel literature;
- The provision of food to the needy;
- The provision of clothing by donations;
- The promotion of the teaching of reading and writing to an illiterate;
- The promotion of social assistance to needy;
- The promotion of Bible studies and churches;
- The reception of the (street) children;
- The promotion of education in Evangelical schools;
- The production of evangelical videos and games;
- The broadcast through television as a tool of Evangelical advertising, social activities and the Gospel;
- The promotion of theological seminars;
- Evangelical book stores;
- An internet site with Christian education and Bible studies as well as the most diverse teaching materials essential to the required learning;
- Promoting actions, programs and activities designed to achieve the objectives of this Statute.
The resources of the institute EZBB consist of:
- The institute capital;
- Contributions from donors;
- Donations and legacies;
- Voluntary contributions
- Other benefits obtained by the EZBB institute.
In the Organization of the "Evangelische Zending Bem do Brasil" we distinguish between different parties involved:
- EZBB the institute itself (the Board).
- The churches.
- The day care centers.
- The Evangelical bookstores.
- he schools.
- The donors.
Directors: composition, mode of appointment
The institute is responsible for the Fund raising of her work. To her tasks include acquiring the financial resources and goods from the objectives to be able to exercise. The Board consists of:
- A president who leads the administration. In decisions in which the proportionality equals, his voice decides. Normally a minimum of three votes are required.
- A vice-president, who leads the meeting in absence of the president.
- Two Treasurers, responsible of the (financial) administration.
- Two Secretaries, who take care of the reports.
A Board member must have accepted the Lord Jesus Christ as his/her personal Saviour, life according to biblical principles life and recognize the Bible as the word of God. He/she must also be a member of a Evangelical Church in Netherlands or Brazil.
A Board member can be exempt from his post at his own request.
A Board Member that is not functioning properly, can be fired by the other Board members.
If a Board member leaves, one of the other Board temporarily, until this task (no later than within six months) another Board member is found.
Board: Mission and competence.
- The president and vice-president are appointed for indefinite time.
- The Board is in charge of the daily activities of the institute.
- In the event of one or more vacancies in the Board retains his powers.
- The board members do not receive an award for their activities. They may have compensation for the expenses in carrying out its function.
- The Board is not competent to enter into contracts for the acquisition, disposal and encumbrance of registered property, unless the decision is made by the unanimous vote of all the board members.
- The Board is not competent to decide to enter into agreements whereby the Foundation itself as guarantor or severally connects itself for a third strong fellow debtor or itself to security for a debt of another, unless the decision is made by the unanimous vote of all board members.
- Testamentary Dispositions may only be accepted under the privilege of inventory.
- The meetings of the Board shall be held in Brazil at the place as at the convocation is provided.
- Annually within six months of the end of the financial year, a meeting of the Board (the annual meeting) shall take place, where in each case is dealt with the adoption of the balance sheet and the statement of income and expenditure. In addition, a quarterly meeting is possible.
- Furthermore, a meeting can take place, when one of the board members calls for it.
- The notice calling a meeting shall take place at least seven days in advance, the day of the convening notice of the meeting and not counted, by means of a convocation letter.
- A convocation letter mentions, except place and time of the meeting, the topics.
- The meetings are led by the President. If he is absent, the vice-president shall lead the meeting. If also absent, the meeting is led by the oldest in age board member present.
- The Secretary records the meeting. In the absence of the Secretary, another recorder is appointed by the meeting. The minutes shall be adopted and signed by those who were in the meeting and have acted as President and note taker. The minutes were then kept by the Secretary.
- Access to the meetings of the Board are the sitting board members and those who have been invited by the Board.
Board: decision making
- The Board may take decisions in a meeting only if the majority of the board members are present or represented. A board member may be represented at a meeting by another person after a written, at the discretion of the Chairman of the meeting sufficient, power of Attorney is issued. A member can only occur for an authorized representative of one other member. Is in a meeting not the majority of the members are present or represented than in sitting is convened a second meeting, to be held not earlier than two and not later than four weeks after the first meeting. In this second meeting, regardless of the number of present or represented are decided on the topics which had been placed on the agenda at the first meeting. Convening the second meeting should be mentioned that and why a decision can be taken regardless of the number of present or represented.
- As long as in a meeting all in sitting members are present, all valid decisions about the next item next topics, provided that by unanimous vote, even though the Statute given by the rules for calling and holding meetings not taken into account.
- The Board may also pass resolutions without any meeting unanimously. By a decision taken by the Secretary an account thus laid out, that after co-signed by the President as minutes.
- Each member has the right to cast one vote. As far as these articles of no larger majority for writing Board decisions are passed by an absolute majority of the votes validly cast.
- All the votes in a meeting shall be oral, unless one or more drivers require a written vote before the vote. Written vote shall be by unsigned, closed notes.
- Blank votes are considered not to have been released.
- In all disputes regarding votes, the President decides.
Board: does not exercise
A board member does not exercise:
- by his death or if the board member is a legal person, by its dissolution or if it ceases to exist;
- by the loss of his free power of his/her possessions;
- with his/her resignation;
- by dismissal granted him by the joint other board members;
- by dismissal under article 2:298 civil code.
- The Board represents the institute.
- The power of representation is partly to two directors acting jointly.
- Against an act contrary to article 5 (2) and (3) can be invoked against third parties.
- The Board may grant power of attorney to one or more managing directors, as well as to third parties, to the institute within the limits of that power of attorney to represent.
Financial year and annual accounts
- The financial year of the institute is equal the calendar year.
- The Board is required by the assets of the institute and of everything on the activities of the institute, to the requirements arising from this work, in such a way as to an administration and their books, records and other data carriers to preserve, in such a way that at any time the rights and obligations of the institute can be known.
- The Board is required annually within six months of the end of the financial year, to provide the balance sheet and the statement of income and expenditure of the institute, on paper and approved. An expert brings to the Board about his research report and gives the results of his research in a statement about the fidelity of the documents referred to in the previous paragraph.
- The Board is required to store the books referred to in the above paragraphs, and other data carriers for seven years.
- The information appearing on a data carrier, except the paper asked balance sheet and statement of income and expenses, can be transferred and saved on a different data carrier, provided that the transfer is done with correct and full view of the data and this data during the entire storage time available and can be made readable within a reasonable time.
Rules of procedure
- The Board is empowered to establish rules, in which those issues are settled, which, in the opinion of the Board (further) remain.
- The rules of procedure should not in conflict with the law or these articles.
- The Board is empowered to modify or terminate the rules.
- On the establishment, amendment and termination of the rules of procedure the provisions of article 13, paragraph 1 shall apply.
- The institute also has donors.
- Donors are natural or legal persons who are admitted by the Board as a donor and who committed themselves towards the institute to pay an annual minimum contribution;
- Donors have no rights or obligations other than those referred to them by or under these articles of Association are granted or imposed.
- The rights and obligations of donors can be revoked at any time by the institute or terminated by the donor, except that termination by the donor the annual contribution remains for the current fiscal year in full.
- Termination in the name of the institute shall be carried out by the Board.
Amendment of the articles
- The Board is empowered to amend these articles. A decision to amend the articles has to be taken unanimously in a meeting in which all the board members are present or represented.
- The change takes place under penalty of nullity by notarial deed. Each board member is individually responsible to the relevant article execution.
- The board members are required an authentic copy of the change and the amended articles of institute to be filled at the Office of the trade register.
Dissolution and liquidation
- The Board is empowered to dissolve the institute.
- On the resolution of the Board to dissolution, the provisions of article 13 paragraph 1 are applicable.
- If the Board decides to dissolve, then also the destination of the liquidation shall be determined. In other cases of dissolution, the destination is determined by the curator.
- Any positive balance will be used for such purposes to determine by the Board as the most consistent with the purpose of the institute.
- After dissolution, the liquidation occurs by the board members, unless the decision to dissolve other liquidators are designated.
- On completion of the liquidation, the books and records of the institute disbanded during the time limit prescribed by law under resignation of the person designated by the liquidators.
- On the settlement are the provisions of title 1 of book 2 of the Civil Code apply.
- In all cases, in which both the law and these articles of association do not provide, the Board decided.
- Under written in these articles of institute means any message transferred via the usual communication channels, of which from writings.
Finally, the associates declared that at this establishment:
- The Board consists of six members;
- First the presidents:
- Mr. Wilfred René Starrenburg, aforementioned, as President;
- A senhora Priscila Ramos Starrenburg, paforementioned, as Vice-President;