Statutes

Upon this third day of May of the year two thousand five came and appeared before me, Paulinus Johannes Engelbert Marie Steeman, deputizing for his vacant office of civil law notary of Saba and Sint Eustatius, hereinafter to be referred to as “civil law notary”:

1. Mister IRVING MAURICE BROWN, an engineer, residing on Sint Eustatius, at Cherry Tree, born on Sint Eustatius, on June twelfth, nineteen hundred sixty five, married.
2. Miss JANA ELAINE MASON, a bookkeeper, residing on Sint Eustatius, at Hard Time, born in Kansas, United States of America, on November tenth, nineteen hundred forty eight.

Respectively vice-president and treasurer of the foundation “ST. EUSTATIUS NATIONAL PARKS FOUNDATION (STENAPA), founded on November twenty first, nineteen hundred eighty eight (November 21, 1988), that at a board meeting held on Sint Eustatius, on April twenty sixth, two thousand five, it was decided to make amendments to the articles of the foundation and to have the articles laid down in their entirety, including the amendments as follows:

NAME AND SEAT
Article 1

The foundation bears the name:
ST. EUSTATIUS NATIONAL PARKS FOUNDATION (STENAPA) and is established on Sint Eustatius, Netherlands Antilles. Foundation being the translation of the Dutch “Stichting”.

DURATION
Article 2

The Foundation is founded for an indefinite period of time.

PURPOSE
Article 3

The purpose of the Foundation is:

1. The acquisition, preservation, protection and administration of parcels of land/water on Sint Eustatius, worthy of preservation, due to;
   a. its scenic beauty and/or presence of flora and fauna important in scientific and
   cultural respect or valuable from a geological or historical point of view;
   b. its purpose to serve for the well being, the education, and the recreation of the Sint Eustatius population as well as that of visitors, all this with due observance of the primary requirement of preservation.
2. The Foundation will try to achieve its goals by:
   a. buying or acquisition of ownership or administratorship of individual parcels of
   land/water and the buildings and appurtenances possibly constructed thereon;
   b. administrating, developing, and protecting the abovementioned parcels in such a way,
   that full justice is done to the preservation of its nature-scientific and cultural values and to the well being of its visitors;
   c. making these parcels accessible to persons and institutions, who wish to visit,
   respectively wish to perform scientific studies, for a short or long period, for educational or recreational purposes;
   d. executing or stimulating scientific research on these parcels, for the benefit of science
   itself and for the benefit of administration and preservation of the natural and cultural
   values of these parcels;
   e. all other means who can be conducive to the realization of the above goals.

FINANCIAL MEANS
Article 4

The financial means of the Foundation will consist of:
a. the amount set aside;
b. subsidies and/or contributions from public bodies;
c. contributions and/or donations by private organization, entities or persons;
d. legacies;
e. other revenues.

THE BOARD
Article 5

The purpose of the Foundation is:

1. The Foundation is governed by a Board consisting of an odd number of not less than five (5) and not more than fifteen (15) members from eighteen years of age and up.
   Election of Board members will be held every two years and will be held during the first Board meeting in the month of April.
   Board members are eligible for re-election for one consecutive term only.
   The present Board members serve until the April meeting after they have completed a two year term.
2. The number of Board members will be determined with a majority of two-thirds (2/3) in a Board meeting in which at least two thirds of the Board members in function are present.
3. In case of a vacancy on the Board, the Board itself will fill the vacancy at the Board’s discretion. The replacing Board member will serve till the end of the term of the Board member he/she replaces and does not automatically take over the function from the replaced Board member.
4. Membership of the Board will end:
   a. on account of death;
   b. after resignation by a Board member;
   c. after notice in writing by the Board to the Board member who is due to retire and did
   not resign;
   d. dismissal by the Board, which needs the approval of two/thirds (2/3) of all the Board
   members in a Board meeting;
   e. Board member may be dismissed because of six (6) months consecutive absenteeism.
5. If the number of Board members is less than five (5), the Board continues to be a competent Board in order to fill the vacancies, however, without prejudice to the provision of article 6, paragraph 2.
6. Members of the Board may not receive any wages or compensation apart from the reimbursement of expenses incurred by them for the exercise of their function(s).
7. With the exception of the present Board members who are already nominated in a function, the Board elects among its members at least a President, a Secretary and a Treasurer.
8. The functions of Secretary and Treasurer may be fulfilled by one person.
   Board members may also have the functions of Vice-President, substitute secretary, substitute treasurer, commissioner or any other function. The Vice-President and the substitutes replace the President, Secretary or Treasurer in the event they will be prevented from or incapable of acting as such.
   The Secretary is charged with the correspondence, keeping minutes of meetings, preparing for the annual reports on the activities of the Foundation. The Treasurer is charged with the overseeing of the financial administration and the preparing of the financial statements.
9. The Board will as soon as possible appoint a person who will be charged temporarily with the management of the Foundation or indicate the way in which such person will be appointed in the event of impediment or default of all Board members, as to avoid a vacuum in management.

MANAGEMENT AUTHORIZATION
Article 6

1. The Board is charged with the management of the Foundation.
2. The Foundation has an Executive Board, consisting of the President, Secretary and Treasurer, which Executive Board is charged with the daily management of the Foundation.
3. The Board is authorized to buy, sell or encumber properties. The Board is not allowed to enter into contracts binding the Foundation as co-debtor, or as surety or guarantor in any way for the debts of third parties.

REPRESENTATION
Article 7

The Foundation is represented in and out of court by two jointly acting Board members, one of whom at least the President or Vice-President.

MARINE PARK MANAGER/WORKING COMMITTEE/COMMITTEES/PERSONNEL
Article 8

1. The Board will employ one or more Marine Park managers.
2. The Board may form a Working Committee, which committee will then assist the Marine
   Parks manager or managers in the daily running of the National Parks.
   The working Committee will be composed of the Executive Board, third parties, private persons or representatives of legal entities.
3. Operational decisions will be taken by majority vote of the Working Committee after consultation with the Marine Park manager(s).
4. The Working Committee will meet on a regular basis.
5. The Board may also, under its responsibility, authorize third parties, private persons or bodies, to represent the Foundation with respect to one or more specific acts.
6. The Board may furthermore hire personnel, such as an office staff in consultation of the Working Committee and the Marine Park manager(s).
7. The Board shall apply all requirements of governmental authorities whether these requirements are related to the granting of subsidies or not.

BOARD MEETINGS
Article 9

1. There will be an annual meeting to be held within eight (8) months of the end of each fiscal year.
2. Board meetings will furthermore be held whenever deemed necessary by the President or whenever two Board members lodge a relative written request to the President stating the items to be considered; if the President does not comply with such a request in such a way that the meeting is held within two days after the request, the applicants themselves will be entitled to call a meeting with due observance of the formalities required.
3. The meetings will be held on Sint Eustatius.
4. The meetings will be presided over by the President; in case of his absence the Vice-President.
5. A Board member may not be represented at a meeting.
6. The Board may also pass resolutions without a meeting being held provided all the Board members have expressed themselves in respect of the proposal in writing, including email or fax, and the majority of the Board members have declared themselves in favor of the proposal concerned.
7. The Board may pass legally valid resolutions by a majority of the quorum of Board members provided that a majority of the Executive Board are present, except in case of paragraph 5.
8. Unless otherwise provided elsewhere in this constitution, resolutions of the Board are passed by a majority of votes.
9. Votes on persons will be cast in writing, votes on matters will be cast orally, unless the majority of the Board members present decides otherwise.
10. Abstentions will be deemed votes not cast.
11. In case of equality of votes by voting on persons, a second voting is held. In case of equality of votes also by the second voting the decision is taken by lot.
12. In cases of equality of votes on matters the President will decide.

FINANCIAL YEAR AND REPORTS
Article 10

1. The financial year coincides with the calendar year.
2. Per the end of each financial year the books of the Foundation are closed.
3. At the annual meeting the Treasurer will submit a balance sheet and an account of profits and losses on the past financial year to the Board.
4. In general the Board is obligated to administrate the assets and debts of the Foundation and the activities of the Foundation according to the requirements ensuing from these activities and to save the relevant books, documents and other data-providers in such a manner that the rights and obligations of the Foundation will be known at any time.
   Each Board member has the right to inspect the administration and the books, documents and other data-providers of the Foundation.
5. In accordance with Article 2:15, paragraph 3 of the Civil Code of the Netherlands Antilles, the Board is obligated to save all books and documents of the Foundation during a period of ten (10) years.

AMENDMENT OF THE CONSTITUTION
Article 11

A resolution to amend the articles of the constitution shall be passed by a majority of at least two
thirds (2/3) of the votes cast in a Board meeting in which at least three fourths (3/4) of the total of the Board members are present. Any amendments shall be laid down by notarial deed.

DISSOLUTION AND LIQUIDATION
Article 12

1. A resolution to dissolve the Foundation may be passed by the Board and needs the same quorum as required in case of amendments of the articles of this constitution, as per article 9.
2. After its dissolution, the Foundation continues to exist as far as this is required for the settlement and the provisions of this constitution will remain in force as much as possible.
3. The liquidation will be effected by the Board. The Board may appoint one or more liquidators.
4. A possible positive balance of the dissolved Foundation will as much as possible be spent in accordance with the object of the Foundation.
5. After the end of the liquidation, the books and records will during a period of ten (10) years be in the custody of the person(s) appointed as liquidator(s) of the Foundation at the time when the resolution to dissolve the Foundation was passed.

BY-LAWS
Article 13

The Board may draw up and lay down By-laws to work out all matters contained in this constitution which may in no respect be in conflict with the articles of this constitution. The resolution to approve the By-laws needs the same quorum as required in the case of amendments to the articles of the constitution as per article 9.

FINAL PROVISIONS
Article 14

In all cases not provided for by the law or this constitution the Board will decide. The appearers are known to me civil law notary,

WHEREOF THIS DEED

Has been executed on Sint Eustatius, in one original copy, on the date mentioned in the heading hereof,
After relating the substance of this deed to the appearers, they declared unanimously to have examined the contents and not to require a full reading thereof.
Then, after summary reading of this deed, this deed was signed by the appearers and by me, civil law notary.