The document below was translated from Dutch into English on a "best effort" basis.

Establishment of Voice Foundation International Haarlem

Today appeared before me, Mr. Barend Jan Boeser, notary in Haarlem the Netherlands:

Mr. Roderick William Klein, born in Zoetermeer the Netherlands on the sixteenth of March nineteen hundred and eighty seven, holder of Dutch identity card number XXXXXX, unmarried and without a registered partner, residing at Koudenhorn 34 G, JD 2011 Haarlem;

Mr. Gerardus Sophius Schoenmaker, born in Ouder-Amstel on the eight of September nineteen hundred and fifty one, holder of passport number XXXXX, unmarried and without a registered partner, residing at De Veentjes 10, 8375GR Oldemarkt.


The persons appearing declared by this Act to establish a foundation and therefore establish the following statutes: name, registered office and duration

1.1. The foundation bears the name : Stichting Voice International.

1.2. The foundation is based in Haarlem.

1.3. The foundation was established for an indefinite period.


2.1. The foundation aims :
To make the technically unique properties of the operating system OS/2 known with the general public, as well as giving support to users via digital ways on the Internet. Furthermore to facilitate the development of open source software for OS/2 and compatible operating systems, and also everything that is directly or indirectly related to this or may be conducive thereto, all in the broadest sense of the word, or where necessary to hire software developer(s) to develop open source software. These activities can both be domestically and abroad and also all that with one another directly or indirectly related or may be conducive thereto, all in the broadest sense of the word.

2.2. It seeks to achieve this goal by:

2.3. The foundation does not aim to make profit.


3. The funds of the foundation will be acquired by:


4.1. The Foundation is governed by a board consisting of at least three (and not more than seven) members. The actual number of members within these limits is to be determined by the Board, but should always be an odd number.

4.2. The Board (with the exception of the first board, whose members are appointed) shall elect a chairman, a secretary and a treasurer. The positions of secretary and treasurer may be filled by a single person.

4.3. The board members will be elected by the board itself.

4.4. A board member will be appointed for a period of three years; resigning board members can be re-elected immediately. The resignation of the board is to be done according to a schedule to be determined by the board; this schedule may not determine that from the members who fulfill the positions of chairman, secretary and treasurer, two must resign at the same time; board members appointed in between roster chances will take the place of their predecessors.

4.5. At least two months before a scheduled board member retires the people who made a donation in the previous twelve calendar months are asked whether they want to make themselves electable for that board position The board will then vote on any new member if he or she joins the board.

4.6. Upon the occurrence of a vacancy in the board, the remaining board members will as soon as possible after the vacancy occurs appoint a successor. The member appointed to fill an interim vacancy shall resign at the same moment the member he has replaced would have to resign.

4.7. If for whatever reason the board will be one or more members short, the remaining board members, or the sole remaining board member, will form a legitimate board.

4.8. If at any time all board members would be lacking and furthermore if the remaining board members would fail to appoint new new members to fill a vacancy within a reasonable period of time that appointment will be done by the court at the request of any interested party or the public prosecution service.

4.9. The members of the Board shall be entitled to reimbursement of costs incurred in the performance of their duties. The members of the board may not be paid a salary.

4.10. The board may let certain activities be carried out by appointed staff, volunteers, committees or work groups.

4.11. The Board has the right to suspend a board member on the ground that he is doing or failing to do something in violation of the provisions of the law, or is guilty of misconduct. The decision of suspension will be as soon as possible be confirmed in writing. On the suspension that whats is determined in paragraph 12 sub f will apply.

4.12. Board membership ends:

Board Meetings

5.1. Each calendar year at least one board meeting will be held.

5.2. Meetings will be held when the chairman decides this is desirable or if another board member requests the chairman to hold a meeting in writing, specifying the items to be discussed.

5.3. If the chairman has not yet organized a meeting within three weeks after the application, the applicant is entitled to organize a meeting himself in compliance with the required formalities.

5.4. The meeting shall be announced, with exception of what is determined in paragraph, by or on behalf of the chairman at least seven days in advance, not counting the date of the announcement notice and the day the meeting is held, by a written invitation.

5.5. The invitation will state, besides the place and time of the meeting, the subjects to be discussed.

5.6. The board meetings will be chaired by the chairman; in his absence the meeting shall appoint a chairman.

5.7. Minutes of the proceedings of the meetings shall be kept by the secretary or one of the other attendees, to be appointed by the chairman. The minutes will be confirmed and signed by those who have acted as chairman and secretary.

Board Decisions

6.1. Each board member is entitled to cast one vote. In as far as these statutes do not prescribe a larger majority, all board decisions will be taken by normal majority of the valid votes cast.

6.2. The Board can only take valid decisions at the meeting if the majority of the board members in function is present or represented the meeting. If the necessary quorum is not present or represented, the members of the board who are present, may decide to call a new meeting, to be held at least fourteen but not more than twenty-eight days after the first meeting; at that second meeting the intended decision can only be taken by a majority of at least two/thirds of the number of votes cast then, regardless of the number of board members present.

6.3. A board member may be represented at the meeting by a fellow board member on submission of a written mandate. A board member may only represent one fellow board member as authorized representative.

6.4. As long as at a board meeting all functioning board members are present, valid decisions can be taken on any topic to be discussed, provided the decision is unanimous, even when the statutory requirements for the calling and holding of meetings have not been observed.

6.5. The board may also take decisions outside a meeting, provided that all board members are given the opportunity to express their views in writing and that none of the board members are opposed to this form of decision making. Of a decision taken this way, will, with attachment of the received responses, an account be made by the secretary that after being signed by the chairman, will be added to the minutes.

6.6. Voting about persons will be in writing, about matters orally. Voting in writing will be done with unsigned, closed notes. Blank votes will be deemed not to have been cast.

6.7. In case of equality of votes on matters the proposal is considered to be rejected. Should in case of voting about persons on the first ballot a majority not be obtained, a new vote will take place. If again no majority is obtained, a second ballot will take place between the two candidates who received the most votes. In case more than two people had the highest number of votes, then they will all share in the second ballot . If necessary, thereafter will be a new ballot between the two candidates who received most votes. If the required majority is still not obtained, fate will decide.

Administrative Powers

7.1. The board is charged with the management of the foundation and management of its finances.

7.2. The board is authorized to enter into agreements to purchase, dispose of or manage registered property.

7.3. The board is not authorized to enter into agreements with which the foundation binds itself as surety or co-debtor, with which it warrants performance by third parties or provides security for a debt of a third party.


8.1. The foundation will be represented in and out of court by the board collectively. Furthermore, two board members acting together have the authority to represent the foundation.

8.2. In addition, the Board may give a general or special mandate in writing to one or more specific board members or other persons to represent the foundation. A general mandate the board must make public through publication in the register with the Chamber of Commerce in the place where the foundation is registered.

Executive Committee

9.1. Chairman, Secretary and Treasurer shall constitute the executive committee of the foundation.

9.2. The executive committee is responsible for the execution of administrative decisions, the preparation of board meetings and the daily management of the foundation financial year and annual reports.

10.1. The financial year of the foundation is the same as the calendar year.

10.2. The Board is required to keep record of the assets of the foundation in such a way that at any time its rights and obligations will be known.

10.3. Annually before the first of June, the treasurer will compose a balance sheet, a profits and loss account and the associated supplement of the previous financial year and submit it for approval to the board.

10.4. These financial statements may be checked by experts appointed by the board.

10.5. On request of the board the treasurer will provide before the first of June a budget of income and expenses for the next financial year for adoption by the Board.

10.6. Approval of the financial statements by the Board will discharge the treasurer for his or her management.

10.7. After approval, the financial statements will be signed by the chairman, secretary and treasurer.

10.8. The board must keep the financial statements for a period of at least seven years.


11.1. The board is authorized to adopt rules and regulations,in which those subjects are arranged, which are not included in these Articles.

11.2. The regulations may not be contrary to law or these Articles.

11.3. The Board will be authorized at all times to amend or revoke the regulations.

11.4. Adoption, amendment or revocation of the regulations the provisions of Article 12 paragraph 1, 2 and 3 apply.

Amendment to the Articles of the Foundation

12.1. The Board is authorized to amend the articles. A decision to this effect may be only be taken by the board with a majority of at least two / thirds of the votes at a meeting where at least three/fourth of the number of Board members is present or represented.

12.2. If the quorum referred to in paragraph 1 of this Article shall is not present or represented, the members of the board who are present may decide to call a new meeting in the manner mentioned above, to be held at least fourteen but not more than twenty-eight days after the first meeting; at that second meeting the intended decision may only be taken by anonymous decision, regardless of the number of board members present or represented.

12.3. The members of the board must be informed of a proposal to amend the Articles of Association at least one month before the day of the meeting in which the decision on this proposal will be taken. The proposal should contain the complete text of the amendment.

12.4. An amendment to the Articles of the foundation must take place by means of a notarial deed or will not be valid.

12.5. The members of the board are required to register a certified copy of the amendment, as well as the full text of the amended articles at the office of the Commercial Register, kept by the Chamber of Commerce and Industry, in whose area the foundation has its registered office.

12.6. Every board member will be authorized to have that deed drawn up and to instruct the registration thereof at the Chamber of Commerce. dissolution and liquidation.

13.1. The Board is empowered to dissolve the foundation. On the decision, the provisions of Article 12 paragraph 1 , 2 and 3 shall apply.

13.2. The Foundation continues to exist after its dissolution to the extent it is neccessary for to liquidation of its assets.

13.3. The liquidation is to be made by the board.

13.4. The liquidators shall ensure that the dissolution of the foundation will be entered in the register referred to in Article 12, paragraph 5.

13.5. During liquidation, the provisions of these articles and regulations will stay in force in as much as is possible.

13.6. Any financial surplus of the dissolved foundation will be spent at the behalf of a public benefit organization with a similar objective as the goal of the foundation or a foreign foundation that exclusively or almost exclusively has charitable aims and which has a similar goal as the goal of the foundation.

13.7. After completion of the liquidation, the books and records of the liquidated foundation will be kept by the latest liquidator for seven years.

Concluding Statements

14.1. In all cases where the law or these Articles do not provide decisions will be made by the board.

14.2. The Foundation will not discriminate in its work by race, nationality , national minority, gender, civil status, or because of expressing belief , political persuasions, or of sexual relationship preference. The foundation will also not be allowed to work for the benefit of persons and organizations who in their objectives, policies or acts make such distinctions. This provision shall not apply to transactions that grant a privileged position to certain individuals or groups to eliminate de facto inequalities.

14.3. Wherever in these Articles, the male personal pronoun is used, men and women are indiscriminately meant.

14.4. With 'in writing' in these statutes also 'by e-mail' is intended, unless otherwise specified.

Other Information

Finally, the persons appearing before me declared that for the first time as directors of the foundation are appointed :
Chairman : Roderick Klein ;
Secretary : David Azarewicz ;
Treasurer : Keith Merrington .

The address of the foundation is :

Stichting OS/2 VOICE
Zijdevlinder 56
3863HT Nijkerk
The Netherlands

Finishing Statement

The people who appeared before me, notary, are known to me.

This deed was executed in Haarlem at the date mentioned at the beginning of this deed. After discussing the contents of this Act, with the persons appeared and after I have explained and pointed out the consequences of the contents of the deed for them, they have stated they have timely been instructed of the content and purpose of this Act. Then this deed, after partial reading to, was signed by the persons appearing before me and myself.