[certified translation]

NAME, REGISTERED OFFICE AND DURATION

Article 1

1. The name of the association is: EFHOH (EUROPEAN FEDERATION OF HARD OF HEARING).
2. The association is an independent European organization.

Article 2

The association has been formed this day and shall continue for an indefinite period. The association has its registered office in 3995 AW Houten, De Molen 89-a.

OBJECT

Article 3

1. The object for which the association has been formed is to protect the interests of persons in Europe who are hard of hearing or who have become deaf, and their families (i.e. persons who suffer from a hearing disorder, and who use speech as means of communication, persons who suffer from Tinnitus or Ménière’s syndrome, and those who have undergone a cochlear implantation).
2. The association shall strive to achieve this object among other things by:
   a. promoting cooperation and exchange of information between organizations of and/or for persons who are hard of hearing and persons who have become deaf, both at European and at national level;
   b. examining the problems caused by the hearing disorder(s);
   c. collaborating with national governments and authorities and European organizations which protect the interests of persons who are hard of hearing and persons who have become deaf, in particular as regards the prevention and curing of hearing disorders, and the rehabilitation of persons suffering from the same.
   d. (scientific) research in the field of hearing disorders and promoting the development of (technical) aids, and encouraging participation in and/or support for such research by persons who are hard of hearing and persons who have become deaf.
   e. promoting and creating in persons who are hard of hearing and persons who have become deaf a positive attitude towards themselves and towards their role in society.
   f. promoting understanding and creating a positive attitude in society towards persons who are hard of hearing and persons who have become deaf.
3. a. The association shall not be dedicated to the making of profit, and the funds of the association shall be employed only in striving to achieve the objectives described in this paragraph 2 of this article, letters a. up to and including f.
   b. The members shall not receive any pecuniary support from the association in the form of a subsidy or similar allowance.

MEMBERS

Article 4

1. The association shall have:
   A. General Members [leden];
   B. Associate Members [abonnees];
   C. Donors [donateurs];

A. General Members:
General Members shall mean the national organizations in European countries consisting of and/or intended for persons who are hard of hearing and persons who have become deaf, which develop activities on a non-commercial basis in the interest of persons who are hard of hearing and persons who have become deaf.

B. Associate Members shall mean:

1. European, regional or national organizations which pursue largely the same objectives as those of this association, and do NOT belong to a national organization already affiliated to the EFHOH.
2. Individual Associate Members, namely:

• persons who are interested in the work of this association and are not affiliated to one of the General Members referred to in this article, paragraph 1, letter A;
• persons who are domiciled in a European country where there exists no organization which is a General Member of this association;
• persons who are domiciled in European countries where the political or economic situation impedes normal membership.

The board of this association shall have the power to designate these persons as such (referred to within the association as: contacts). They need not pay any membership fee.

For the admission of the Associate Members referred to above in 1. and 2., the approval of the board of this association shall be required.

C. Donors:
persons and/or firms/companies and/or other organizations which are willing to support this association by means of an annual financial contribution the amount of which shall be fixed by the board of this association.

APPLICATION AND ADMISSION

Article 5

Any persons or organizations who are members of EFHOH and are domiciled in Europe may apply for general membership or associate membership of this association, in writing, to the board of this association.

The board shall have the authority to grant provisional admission. The general members’ meeting shall have the authority to accept or reject such provisional admission.

RIGHTS AND DUTIES OF MEMBERS

Article 6

Membership Fee

1. a.    All the General Members and Associate Members (with the exception of the       individual Associate Members explicitly mentioned above in article 4, letter B, paragraph 2), must pay an annual membership fee, to be paid in the month of January of each year. Members who become members during the course of the year must pay the full membership fee for the current year.
   b.    The amount of the membership fee shall be fixed by the general members’ meeting.
2. Each General Member and each Associate Member shall support the objectives of the association.
3. a. General Members shall have the right to send delegates with the right to vote to the general members’ meeting of this association in the following ratios:
   when the General Member:
   - has less than one thousand members: one delegate;
   - has between one thousand and five thousand members: two delegates;
   - has between five thousand and ten thousand members: three delegates;
   - has more than ten thousand members: four delegates;
   c. All the General Members and Associate Members may in addition send observers to the general members’ meeting of this association. The permitted number of observers shall be determined by the board of this association in consultation with the host country where the meeting is held.
   The board shall also have the right to invite other persons to attend a general members’ meeting.
4. Each General Member of the association must designate a correspondent who will maintain contact with the association. As a rule, the correspondence with and by the association will take place in the English language.

TERMINATION OF MEMBERSHIP

Article 7

1. The membership of a General Member or an Associate Member shall end by:
   a. notice of termination
   b. annulment (expulsion)
   c. death of an individual Associate Member as referred to in article 4, letter B, paragraph 2.
2. Any notice by a General Member or Associate Member to terminate its/his membership of the Association must be given at least three months before expiration of the membership year, and such notice must be sent by registered post to the secretary.
3. a. General Members may be expelled only by the general members’ meeting of the EFHOH by a majority of votes.
   b. Associate Members may be expelled by a majority of votes at the general members’ meeting of the association. In urgent cases an Associate Member may be suspended by a majority of votes cast by the board.
   Reasons for expulsion may be activities of an Associate Member which are deemed to be detrimental to the association and/or arrears in payment of the membership fee for a period exceeding one year.
   c. A proposal to expel or suspend an Associate Member may only be considered by the general members’ meeting or by the board after the secretary has informed the Associate Member in question concerning the nature of the proposal at least four months prior to the general members’ meeting or at least three months prior to a board meeting.
   d. The Associate Member who is threatened with expulsion shall be afforded the opportunity to object  to the expulsion by means of a notice of objection to be addressed to the secretary of the association, which notice of objection must have been lodged at least three months prior to the general members’ meeting or two months prior to the board meeting at which the expulsion will be put to the vote.
   e. The expulsion shall become effective from the first of January of the year following the year in which the general members’ meeting has resolved to expel the Associate Member.

BOARD

Article 8

1. The board of the association shall be composed of:
   a. a chairman
   b. a vice-chairman
   c. a treasurer
   d. a secretary
   e. a general board member
2. a. The officers must be of age and competent to perform legal acts.
   b. The majority of the officers must themselves be hard of hearing and all the officers must be members of one of the General Members of this association.
3. The officers shall be appointed for a term of office of two years by a majority of votes at the general members’ meeting. An officer may be re-appointed an unlimited number of times.
   A committee of prominent General Members of the association shall advise on the nomination of candidates.
4. Board meetings shall take place whenever necessary, and at least twice yearly. The chairman shall convene the board meetings.
5. In the event of any office on the board becoming vacant prematurely, the board may appoint a replacement who will fill the office for the remainder of the respective term of office. Such replacement must be a representative of a General Member of the association. A temporarily incomplete board shall continue to have full authority to manage the association.
6. Officers may be removed from office by a majority of votes at a general or special members’ meeting.

DUTIES AND POWERS OF THE BOARD

Article 9

In addition to the powers listed above, the board of the association shall be empowered:

1. a. to adopt resolutions when more than one half of the officers are present. The resolutions must be passed by a majority of votes. In the event of a tie, the proposal shall be rejected. Board resolutions must be recorded in writing and signed by two officers.
   b. to adopt its own guidelines relating to the day-to-day management of the association;
   c. to appoint experts and/or consultants, or to set up committees which will assist the board with the performance of its duties, provided the general members’ meeting has given its consent thereto.
2. The representative authority shall also be vested in the chairman acting jointly with the secretary or the treasurer, or in the secretary acting jointly with the treasurer. An officer may give power of attorney to another officer, or to a General Member, to represent the association within the limits of such power of attorney.
3. The chairman and the secretary shall be entrusted with the day-to-day management of the association.
4. The board shall be entrusted with the management of the association, which shall be understood to include:
   a. the preparations for, and the convening and chairing of, the general members’ meeting. This shall also include the preparation of an annual report and a financial report;
   b. the implementation of the resolutions passed by the general members’ meeting;
   c. the keeping of records regarding the state of the assets and liabilities of the association and the preparation of a proposal for the annual budget;
   d. attending to problems and issues arising between the general members’ meetings.
5. In addition, without prejudice to the provisions of paragraph 6 of this article, the board shall also have the authority to resolve to enter into agreements to purchase, dispose of or encumber register-bound property or to enter into agreements by which the Association commits itself as surety or joint and several debtor, warrants performance by a third party or undertakes to provide security for a debt of a third party.
6. The board shall require the approval of the general members’ meeting for resolutions to enter into agreements as described above in 5. Without the aforementioned approval the association cannot be legally represented in respect of such legal acts.

GENERAL MEMBERS’ MEETING

Article 10

1. A general members’ meeting shall be held once yearly. This meeting may coincide with a general members’ meeting of the IFHOH.
   The general members’ meeting may be attended by the following persons:
   - the delegates of the General Members;
   - the observers who have presented themselves on behalf of the Associate Members or on behalf of the umbrella organization, the IFHOH;
   - the persons who have been invited by the board;
   all this as described in more detail above in article 6, paragraph 3, letters a. and b.
2. The place where the general members’ meeting will be held shall be set during the previous general members’ meeting or by the previous board.
   The general members’ meeting shall be convened by the chairman or the secretary, and the agenda for the general member’s meeting shall be sent to the general members for inspection at least two months in advance.
3. The general members’ meeting may pass resolutions when at least one-third of the number of delegates of the general members is present.
4. The adopted resolutions shall be recorded in the minutes of the meeting, which minutes shall be signed by the chairman and the secretary of the general members’ meeting.
5. Each General Member shall have the number of votes as determined in accordance with the provisions of article 6, paragraph 3, letter a. of these articles.
6. All resolutions in respect of which no greater majority is required by the law or by these articles shall be passed by an absolute majority of the votes cast.
   If there is a tie in voting, the proposal shall be considered rejected.
7. If a General Member has been unable to send a delegate to the general members’ meeting, such General Member shall have the power to cause a delegate of another General Member to act on its behalf, by means of a written proxy.
8. Each proposal or other possible item on the agenda for the general members’ meeting must be submitted to the secretary in writing at least three months before the date of the general members’ meeting. The secretary shall inform the General Members at least two months before the date of the general members’ meeting of the agenda and the proposals which will come up for discussion at the general members’ meeting.
9. The general members’ meeting shall primarily have the following obligations:
   a. to adopt the annual report and the financial report prepared by the board;
   b. if necessary, to elect the board;
   c. if necessary, to set the level of the membership fee;
   d. to approve any activities proposed, and to approve the proposed annual budget;
   e. to appoint a cash auditor;
   f. to formulate the association’s policy;
   g. if necessary, to adopt resolutions concerning the acceptance or suspension of members;
   h. if necessary, to adopt resolutions concerning amendments to the articles.
10. Unless the general members’ meeting requests a secret ballot, voting at the election of officers shall be by a show of hands.
11. A special members’ meeting shall be held within three months after one-third of the number of General Members has submitted a request thereto in writing to the chairman and/or the secretary.

FINANCIAL YEAR

Article 11

1. The financial year shall commence on the first of January and end on the thirty-first of December.
2. At the general members’ meeting the board shall produce its annual report on the preceding year. To this end the board shall submit the balance sheet and the statement of income and expenditure with notes to the general members’ meeting for adoption.
3. The documents referred to in paragraph 2 of this article shall be signed by the officers.
4. The cash auditor appointed by the general members’ meeting shall be given the opportunity to audit the financial documents, and the board shall be obliged to provide the cash auditor with all such information the latter may require.

AMENDMENT OF THE ARTICLES

Article 12

1. No amendment of the articles may be made other than by a resolution of the general members’ meeting, convened by notice stating that an amendment of the articles will be proposed thereat.
2. The persons convening the general members’ meeting at which a proposal to amend the articles is to be considered must send a copy of the proposal to each General Member, stating the proposed amendment verbatim, fourteen days before the day of the meeting.
3. A resolution to amend the articles may be passed only at a general members’ meeting by a majority of at least two-thirds of the number of votes cast.
4. The amendment of the articles shall take effect only upon the execution of a notarial deed of the amendment.
   Each of the authorized persons mentioned in article 9 shall have the authority to cause the deed of amendment of the articles to be executed.
5. If at the general members’ meeting all those entitled to vote are present or represented and the resolution to amend the articles is passed by unanimous vote, the provisions of paragraphs 1 and 2 of this article shall not apply.
6. The officers shall deposit a certified copy of the deed of amendment and of the complete text of the articles, as amended, at the office of the Chamber of Commerce and Industry for entry in the register of associations kept thereat.

WINDING UP AND LIQUIDATION

Article 13

1. The provisions of article 12, paragraphs 1, 2, 3  and 5, shall apply mutatis mutandis to a resolution of the general members’ meeting to wind up the Association.
2. Simultaneously with the resolution referred to in the preceding paragraph, the general members’ meeting shall decide on the designation of the credit balance remaining after liquidation, which designation shall insofar as possible be in keeping with the object of the association.
3. The liquidation shall be effected by the board.
4. After winding-up, the association shall continue to exist insofar as such is necessary for the liquidation of its assets. During liquidation the provisions of the articles shall insofar as possible remain in force.
5. The association shall cease to exist as soon as it no longer has any assets known to it or to the liquidator(s). The liquidator(s) shall file notice thereof for entry in the register referred to above in article 12, paragraph 6.       

REGULATIONS

Article 14

1. The general members’ meeting may adopt and amend one or more sets of regulations, regulating any matters not or not fully provided for by these articles.
2. Such regulations shall not contain any provision conflicting with the law,  with the articles of the IFHOH or with these articles.
3. The provisions of article 12, paragraphs 1, 2 and 5, shall apply mutatis mutandis to resolutions to adopt or amend such regulations.

FINAL PROVISIONS

1. This deed shall be governed by Dutch law.
2. The approval by the IFHOH, aforesaid, required for the formation of this association is evidenced by a certificate which has been attached to the deed of formation which was executed on the seventeenth of September nineteen hundred and ninety-three.
3. In case of contrariety, the IFHOH articles, as deposited with the aforementioned Amtsgericht of Hamburg, shall prevail over the present articles, except to the extent that they are in conflict with Dutch law.