Wikipedia:Wikimedia Indonesia/Draft Pendirian Yayasan (en)
F O U N D A T I O N
Number:
- On this day, .......... at ....... Western Indonesia -------
Time---------------------------------------------------------
- I, XXXXXXXX, representative of law , Notary in Jakarta, being
attended by the witnesses known to me, Notary, and whose names
will be mentioned at the end of this deed: -------------------
This meeting had been attended by the persons as mentioned below,
who were consequently in the presence of me, Notary, being -----
attended by the witnesses to be mentioned in the latter part of
this deed. --------------
- The attendees act accordingly as mentioned here and priorly will
explain in the premises section of this deed: ------------------
- That they will separate the property in the form of money ------
Rp. (amount in Rupiah)-------------------------------------
which will be mentioned as the start capital of the Foundation
which will be constructed under this deed, and that the property
that is separated from the start capital of this foundation will
construct this Foundation without diminishing the endorsement by
the Minister with the use of the basic rules as follows :--------
Name and Domicile (done)[sunting sumber]
------------------------ Name and Domicile----------------------
-------------------------- Article 1 ---------------------------
1. The name of the foundation is :"Yayasan Wikimedia Indonesia"
(hereinafter called as "Foundation"), and shall be domiciled-
and have its main office in Jakarta, Indonesia.--------------
2. The Foundation may open offices and establish branches-------
and representative offices in other places that the Board---
of Caretakers may decide prior to the Board of Trustees ----
approval.----------------------------------------------------
Objectives[sunting sumber]
------------------- Purposes and Objectives -------------------
------------------------ Article 2 ------------------------
The purposes and objectives of the Foundation shall be to
engage in the :-----------
a. Educational.-------------------------------------------
Support all effort in providing materials which -------
content is available under a free license into Bahasa -
Indonesia and other local languages used in Indonesia -
b. Social.-----------------------------------------------
Empowering all member of society in their movement and
effort to contribute in collecting, developing and ----
spreading all materials in Bahasa Indonesia and other -
local languages used in Indonesia which content is ----
available under a free license-------------------------
Activities[sunting sumber]
----------------------- ACTIVITIES ------------------------
------------------------ Article 3 ------------------------
To accomplish the mission and to the reach goals ----------
as mentioned here above, the Foundation will perform -----
the following activities :---------------------------------
1. In Educational fields.----------------------------------
a. To initiate and to participate in events, discussions,
trainings, workshops, public lectures, and other ----
public activities in order to increase public--------
awareness to all projects in the effort in providing-
materials which content is available under a free----
license. --------------------------------------------
b. To increase and spread the idea of the existence of--
free and open source knowledge to public ------------
c. Support all efforts in helping contributors donate --
their knowledge in all projects under free license---
2. In social fields. -----------------------------------
a. Funds all activities and travels within Indonesia --
and overseas whereheas these activities and travel--
objectives is to do a comparative studies and to ---
support the foundation objectives. -----------------
b. To accept and to distribute donation from other ----
parties for foundation's need and activities.-------
Time[sunting sumber]
--------------------- TIME PERIOD ----------------------
------------------------ Article 4 ------------------------
The establishment of this foundation has indefinite time period.
Funding[sunting sumber]
----------------------- Financial ------------------------
------------------------ Article 5 ------------------------
1. The foundation's early financial support will come from-
founder's property which already separated, ------------
in form of cash. ---------------------------------------
2. Beside capital from verse 1, ---------------------------
foundation's financial could come from :---------------
a. Donation.--------------------------------------------
b. Wakaf.( endowment for public use )-------------------
c. Hibah.( grant that can not be canceled any more)-----
d. Hibah wasiat, (grant in connection with heritage) and
e. Other source of income which is not contrary with----
the Article of Association of the Foundation and/or--
the existing law. -----------------------------------
3. All asset of the foundation shall be use to achieve the
purposes and objectives of the Foundation. ------------
3. All foundation's wealth must be used for -------------
the foundation's purposes.-----------------------------
Foundation structure[sunting sumber]
--------------------- FOUNDATION STRUCTURE ---------------------
------------------------ Article 6 ------------------------
Organizational structure of a foundation consists of :
a. The Governing Board (Pembina). ------------------------
b. The Executive Board ( Pengurus).-----------------------
c. The Supervisory Board (Pengawas).----------------------
-------------------- GOVERNING BOARD---------------------
------------------------ Article 7 ------------------------
1. The Governing Board as the Foundation organs which has--
the full authorities that is not given to the Executive
Board nor the Supervisory Board . ----------------------
2. The member of the Governing Board shall comprises at least
one or more member.
3. In case of more that one member of the Governing Board,--
one of the member shall be elected as the Chief of The---
Governing Board. ----------------------------------------
4. The person who could be elected as the members of the ---
Governing Board is the founder of the Foundation and/or--
the person which is appraise to be having a high---------
dedication to achieve the purposes and the objectives----
of the by the Meeting of the Governing Board .-----------
5. The members of the Board of Directors may not be granted
salaries and/or allowances from the Foundation. --------
6. If for whatever reason all the positions in the
membership of the Governing Board are vacant then,
within a period of 30 (thirty) days from the occurrence
date of the vacancy, a General Meeting of Executive
Board and Supervisory Board must be held to elect a new
Governing Board members.
7. A member of the Governing Board has the right to resign-
from his position by giving written notice to the ------
Foundation regarding his intention at least 30 (thirty)-
days before the effective date of the resignation. -----
------------------------ Article 8 ------------------------
1. Term of office of the Governing Board has no given period.
2. The office of the Governing Board will be ended ---------
automatically in the reason of : ------------------------
a. Death.-------------------------------------------------
b. Resigns in accordance with the provisions of ---------
paragraph 7.7 ----------------------------------------
c. No longer fulfills the requirements of the -----------
prevailing legislation. ------------------------------
d. Dismissed based on a decision of the Governing Board -
meeting. ----------------------------------------------
e. Filled in bankruptcy or put under the court supervision.
f. Prohibited by law to become a member of the Governing
Board. ------------------------------------------------
3. The members of the Governing Board do not allow to have a--
double duty as a member of the Supervisory Board nor the ---
Executive Board. -------------------------------------------
Duties and powers of the Governing Board (done)[sunting sumber]
-------- DUTIES AND POWERS OF THE GOVERNING BOARD ---------
------------------------ Article 9 ------------------------
1. The Governing Board Directors has the right to represent
the Foundation -----------------------------------------
2. The powers of Governing Board include : ----------------
a. to make decision regarding the changing of the ------
Article of Association ------------------------------
b. to elect and dismiss the Executive Board members.
c. to decide the general subtlety in connection to the --
purposes and objectives of the article of association.
d. to approve the working plan and annual budget of the--
Foundation. ------------------------------------------
e. to decide the merger or dissolution of the Foundation.
f. to approve the annual report , and ------------------
g. to appoint the liquidator in case of the dissolution
of the Foundation . ----------------------------------
3. In the case where there is only one member of the -------
Governing Board, then all duties and powers which is ----
given to the Chief and the members of Governing Board ---
will be prevailing to the person. ------------------------
Governing Board Meeting (done)[sunting sumber]
------------ THE GOVERNING BOARD MEETING ------------
----------------------- Article 10 ------------------------
1.The Governing Board Meeting shall be convened at least ---
once every year latest 5 ( five) months after the --------
company book closed as the annual meeting in accordance --
with the provisions in article 12. A Governing Board may -
be convened at any time when considered necessary by one -
or more members of the Governing Board, Executive Board --
or Supervisory Board. -----------------------------------
2. The notices of meeting for convening of a Governing Board-
Meeting are to be undertaken by the Governing Board and --
will be sent directly to every member or sent by ---------
registered letter for which a proper acknowledgement -----
receipt is to be obtained, at the latest 14 (fourteen) ---
days prior to the meeting being held, not counting the ---
date of the calling for the meeting and the date of ------
the meeting. ---------------------------------------------
3. The notices of meeting must contain the agenda, date, ----
time, and place of meeting. -------------------------------
4. A Governing Board Meeting is to be held at the Foundation’s
domicile or at such other place in Indonesia.--------------
5. If all the members of the Governing Board attend or------
represented then the prior notice of meeting is not a ---
condition and the Governing Board Meeting may be held in-
any place and has the right to make decisions which are -
valid and binding. --------------------------------------
6. A Governing Board Meeting is to be chaired by Chief of --
Governing Board and in the case where Chief is not able to
be present or is unavailable, then the Governing Board --
Meeting is to be chaired by a person selected by and from
among the members of the Governing Board who are present.-
7. A member of the Governing Board may be represented in a --
Governing Board Meeting only by another member of the ----
Governing Board based on letter of authority/power of ----
attorney. ------------------------------------------------
----------------------- Article 11 ------------------------
1. A Governing Board Meeting is valid and has the right to ---
make binding decisions if :--------------------------------
a. attend by more than 2/3(two by three) of the total number
of Governing Board members. ----------------------------
b. In the case where the quorum referred to in paragraph
1. a. of this Article is not reached, then a second
meeting may be convened.
c. The notice of meeting as stipulated in paragraph 1.b--
shall be at least 7 ( seven ) days prior to the ------
meeting being held, not counting the date of the calling
for the meeting and the date of the meeting.------------
d. The second Governing Board Meeting shall be convened and
not later than 10 ( ten ) days and latest 21 (twenty one)
days prior to the first Governing Board Meeting. --------
e. The second Governing Board Meeting is valid and has the
right to make binding decisions if more than 1/2 ------
(one-half) of the total number of the members of the --
Governing Board . ------------------------------------
2. All resolutions shall be adopted on the basis of mutual --
consensus. -----------------------------------------------
3. In case of a failure to entering into consensus, all ----
resolutions shall be adopted on the basis of an ---------
affirmative vote of more than 50% (fifty percent) of those
legally cast at the meeting. -----------------------------
4. In case of the number of vote has equal, the proposal ----
will be rejected. ----------------------------------------
5. Voting will be done as follows :
a. Every Governing Board members attend at the meeting
confers the right to cast 1 (one) vote and an
additional 1 (one) vote will be given for the other
members that represented by the attendee .
b. Unless the Chairperson of the meeting decides ----------
otherwise, without any objection from the shareholders--
present at the meeting. Voting concerning an individual---
shall be carried out by an unsigned folded paper and that
concerning other matters shall be made by a signed paper.
c. Blank votes and void votes shall be considered ----------
non-existent and shall not be counted in the ------------
calculation of the number of votes cast at the meeting---
6. Minutes of meeting shall be approved and signed by the -----
Chairperson of the meeting and the secretary of the --------
meeting. ---------------------------------------------------
7. If the minutes are drawn up by a notary, the signature in -
accordance with the provisions 6 in this article is not ---
required.--------------------------------------------------
8. A Governing Board may also make a valid decision without
holding a Governing Board Meeting on the stipulation that
all members of the Governing Board have been informed as-
to the motion in writing and all the members of the -----
Governing Board give their approval regarding the motion-
submitted in writing and sign their approval. -----------
9. A decision which is taken through such method in ---------
accordance with the provisions 8 in this article has the -
same force as a decision which is validly taken in a -----
Governing Board Meeting. ---------------------------------
10. In the case that there is only one Governing Board, he/she
can make a valid decision . ------------------------------
Annual Meeting (done)[sunting sumber]
--------------------- ANNUAL MEETING---------------------
----------------------- Article 12 ------------------------
1. The Governing Board shall convened annually an Annual --
Meeting at the latest 5 (five) months after the close of
the books of the Foundation.----------------------------
2. At the Annual Meeting, the Governing Board shall :-------
a. Evaluate the previous year of the financial statement,
rights and obligation of the Foundation as the -------
consideration for the estimated projections. ----------
b. Ratification of the Annual Report which is submitted by
the Executive Board . ---------------------------------
c. to decide the general subtlety of the Foundation. -----
d. to approve the working plan and annual budget of the---
Foundation. -------------------------------------------
3. Ratification of the annual accounts by the Annual Meeting-
shall constitute a full discharge and release to the -----
members of the The Executive Board and the Supervisory ----
Board of their management and supervision performed during-
the past accounting year to the extent that such actions --
are reflected in the annual accounts.----------------------
Executive Board (done)[sunting sumber]
-------------------- EXECUTIVE BOARD---------------------
----------------------- Article 13 ------------------------
1. Executive Board as the Foundation organs shall comprises
at least of :
a. a Chief of Executive Board ---------------------------
b. a Secretary , a n d ----------------------------------
c. a Treasurer .-----------------------------------------
2. In the case that there is more than one Chief, one of the
member shall be elected as the Chief Executive Officer.--
3. In the case that there is more than one Secretary, one of
the member shall be elected as the Executive Secretary.--
4. In the case that there is more than one Treasurer, one of
the member shall be elected as the Head of Treasurer.----
----------------------- Article 14 ------------------------
1. The person who could be appointed as the members of the ---
Executive Board is a person who has all requirement based
on prevailing law and has never been punished in relation
with the Foundation management which is damaged the -----
foundation, people or country by an adjudication, in a 5-
( five) years period since the final adjudication have --
been binding.--------------------------------------------
2. Executive Board appointed by the Governing Board for the
term of 5 ( five) years and may be re-appointed . -------
3. The members of the Executive Board may be granted -------
salaries and/or allowances with the condition that the --
Governing Board member is :------------------------------
a. Not the founder of the Foundation nor affiliated---
with the Founder, Governing Board, Supervisory Board.--
b. Fully managed and led the Foundation directly ---------
4. If there is a positions in the membership of the Executive
Board are vacant then, within a period of 30 (thirty) days
from the occurrence date of the vacancy, the Governing ---
Board shall convene a Meeting to fill the position . -----
5. If for whatever reason all the positions in the membership
of the Executive Board are vacant then, within a period of
30 (thirty) days from the occurrence date of the vacancy,a
General Meeting of Executive Board and Supervisory Board -
must be held to elect a new Executive Board members.------
6. A member of the Board of Directors has the right to resign
from his position by giving written notice to the --------
Foundation regarding his intention at least 30 (thirty) --
days before the effective date of his resignation.--------
7. In the case of substituon of the Executive Board, at least
30 (thirty) days from the occurrence date of the ---------
substitution, the Governing Board shall give a written ---
report to the Ministry of Justice and Human Rights of the-
Republic of Indonesia and any related government ---------
institution. ---------------------------------------------
8. The Executive Board members do not allow to have a double
duty as a member of the Governing Board nor the member of
Supervisory Board . -------------------------------------
----------------------- Article 15 ------------------------
The office of the Executive Board will be ended ------------
automatically in the reason of : ---------------------------
1. Dies.-------------------------------------------------
2. Resigns ----------------------------------------------
c. Has been punished guilty in criminal by an adjudication,
with at least 5 ( five) years indictment. -------------
d. dismissed based by the Governing Board meeting. -------
e. The office period has been ending.---------------------
Duties and powers of the Executive Board (done)[sunting sumber]
-------- DUTIES AND POWERS OF THE EXECUTIVE BOARD ---------
----------------------- Article 16 ------------------------
1. The Executive Board is fully responsible for undertaking -
its duties in the management of the Foundation for the ---
Foundation's interest. -----------------------------------
2. The Executive Board shall made the program plan and -----
annual budget to be approve by the Governing Board.------
3. The Executive Board shall give an explaination to any ---
question asking by the Supervisory Board.----------------
4. Each members of the Executive Board is obliged, with good
faith and full sense of responsibility, to perform his --
duties with due observance of the prevailing laws and ---
regulations.---------------------------------------------
5. The Executive Board has the right to represent the -------
Foundation in and outside a Court of Justice in respect to
any event, with the limitation that : --------------------
a. borrowing or lending of any money on behalf of the ----
Foundation (not including drawing money belonging to the
Foundation from Banks.
b. to establish a new business or to participate in ------
another company either domestic or foreign. -----------
c. to purchase or to accept a transfer of fixed asset.----
d. to buy or in any other ways to accept / receive fixed
asset on behalf of the Foundation. -------------------
e. to sell or in other ways to dispose of the ownership --
right of asset, to mortgage the Foundation's asset-----
f. Entering into an agreement with an organisation which is
affiliated with the Foundation, Governing Board, -------
Executive Board and/or Supervisory Board or the --------
Foundation's employee, and which agreement is worthed -
for the purposes and objectives of the Foundation. -----
6. Any action as stipulated in paragraph 5 sub a,b,c,d,e,f ---
shall be prior to written approval from the Governing ----
Board.-----------------------------------------------------
---------------------- Article 17 -----------------------
Executive Board has not authorized to act for and on behalf --
of the Foundation in the matter of :--------------------------
1. to bind the Foundation as guarantor to secure other parties
debt. -----------------------------------------------------
2. to mortgage the Foundation's asset for the benefit of other
parties. --------------------------------------------------
3. Entering into an agreement with an organization which is --
affiliated with the Foundation, Governing Board, ----------
Executive Board and/or Supervisory Board or the -----------
Foundation's employee, and which agreement is not relevant
with the purposes and objectives of the Foundation. -------
---------------------- Article 18 -----------------------
1. Chief Executive together with one of the Executive members-
has the right to act for and on behalf of the Executive ---
Board and represent the Foundation. -----------------------
2. In the case where the Chief Executive is not present or is -
unavailable for any reason, which matter requires no proof -
to the third parties, one other member of the Executive ----
Board together with the Executive Secretary or if the ------
Executive Secretary is not present or is unavailable for ---
any reason, which matter requires no proof to the third ----
parties, one other Executive Board together with one other -
Secretary have the right and are authorized to act for and -
in the name of the Executive Board as well as to represent -
the Foundation. --------------------------------------------
3. In the case where there is only one member of the ---------
Executive Board, then all duties and powers which is ------
given to the Chief Executive and the members of Executive -
Board will be prevailing to the person. --------------------
4. Executive Secretary is responsible to manage the ----------
administration of the Foundation, in the case where there --
is only one member of the Secretary, then all duties and ---
powers which is given to the Executive Secretary and the ---
members of Secretary will be prevailing to the person. -----
5. Head of Treasurer is responsible to manage the finance of --
the Foundation, in the case where there is only one member -
of the Treasurer, then all duties and powers which is given-
to the Head of Treasurer and the members of Treasurer will -
be prevailing to the person. -------------------------------
6. The distribution of duties and powers of the Executive Board
members will be decide by the Governing Board in a Governing
Board Meeting.
7. The Executive Board, in respect of specific acts, is ------
authorized to appoint one or more persons as its ----------
representative or attorney by granting him the necessary --
power which is to be stipulated in a letter of authority/--
power of attorney.-----------------------------------------
Project Manager (done)[sunting sumber]
--------------------- PROJECT MANAGER ----------------------
----------------------- Article 19 -------------------------
1. Executive Board has the right to appoint or dismiss the---
Project Manager prior to the decision of the Executive ---
Board Meeting. -------------------------------------------
2. The person who could be elected as the members of the ---
Project Manager is a person who has all requirement based-
on prevailing law and has never been filling in bankruptcy
or punished in relation with the Foundation management ---
which is damaged the foundation, people or country by an -
adjudication, in a 5( five) years period since the final --
adjudication have been binding.----------------------------
3. Project Managers are appointed by the Executive Board prior
to the Executive Board Meeting for the term of 1 ( one ) --
year office period, without prejudice to the right of the -
Executive Board Meeting to dismiss them at any time.-------
4. Project Managers are responsible to the Executive Board.---
5. Project Managers may be granted salaries, remuneration or -
fee as stipulated by the Executive Board Meeting.---------
----------------------- Article 20 ------------------------
1. In the matter that there is an affair in the Court of -----
Justice between the Foundation and the members of the -----
Executive Board or if there is personal interest conflict -
of any members with the Foundation, then the related -----
members has no authority to act for and on behalf of the --
Executive Board and represent the Foundation, so the other-
members will act for and on behalf of the Executive Board -
and represent the Foundation. -----------------------------
2. In the case of the Foundation having conflict of interest -
with all Executive Board , then the Foundation will -------
represent by the Supervisory Board . ----------------------
Executive Board meeting (done)[sunting sumber]
-------------------- EXECUTIVE BOARD MEETING ---------------------
----------------------- Pasal 21 ------------------------
1. The Executive Board Meeting shall be convened any time-
when considered necessary by one or more of members of-
the Executive Board, Supervisory Board or Governing --
Board.-------------------------------------------------
2. The notice of meeting for convening of an Executive ----
Board Meeting is to be undertaken by a member of the ---
Executive Board who has the right to represent the -----
Executive Board. ---------------------------------------
3. The notice of the Executive Board Meeting must be sent by
a registered letter or by letter which is directly sent to
each member of the Executive Board, for which an ---------
acknowledgement of receipt is to be obtained at the latest
7 (seven) days before the meeting is to be held, not -----
counting the date of calling for the meeting and the date-
of the meeting.------------------------------------------
4. The notice of Executive Board meeting must contain the ---
agenda, date, time, and place of the meeting. ------------
5. An Executive Board Meeting is to be held at the ----------
Foundation’s domicile or at the place of the Foundation's-
activity. ------------------------------------------------
6. An Executive Board Meeting is can be held at such other --
place in Indonesia prior to the approval of the Governing
Board. ---------------------------------------------------
----------------------- Article 22 ------------------------
1. An Executive Board meeting is to be chaired by the Chief -
Executive Board .-----------------------------------------
2. In case where Chief Executive Board is not able to present
or is unavailable, then the Executive Board Meeting is to-
be chaired by a member of the Executive Board selected by-
and from among the members of the Executive Board who are-
present at the meeting. ----------------------------------
3. A member of the Executive Board may be represented at an -
Executive Board Meeting only by another member of the ----
Executive Board based on a letter of a power of attorney.-
4. An Executive Board Meeting is valid and has the right to -
make binding decisions if :-------------------------------
a. attend by more than 2/3(two by three) of the total ----
number of the Executive Board members . --------
b. In the case where the quorum referred to in paragraph -
4.a. of this Article is not reached, then a second ----
meeting may be convened.------------------------------
c. The notice of meeting as stipulated in paragraph 4.b--
shall be at least 7 ( seven ) days prior to the ------
meeting being held, not counting the date of the calling
for the meeting and the date of the meeting.------------
d. The second Executive Board Meeting shall be convened and
not later than 10 ( ten ) days and latest 21 (twenty one)
days prior to the first Executive Board Meeting. -------
e. The second Executive Board Meeting is valid and has the
right to make binding decisions if more than 1/2 ------
(one-half) of the total number of the members of the --
Executive Board . ------------------------------------
----------------------- Article 23 ------------------------
1. All resolutions shall be adopted on the basis of mutual --
consensus. -----------------------------------------------
2. In case of a failure to entering into consensus, all ----
resolutions shall be adopted on the basis of an ---------
affirmative vote of more than 50% (fifty percent) of those
legally cast at the meeting. -----------------------------
3. In case of the number of vote has equal, the proposal --
will be rejected. ----------------------------------------
4. Voting on matters which concern individuals is to be ----
undertaken by secret ballot without signature, whereas --
voting on other matters is to be undertaken orally unless
determined to the contrary by the chairman of the meeting
if there is no objection from those in attendance. ------
5. Blank votes and an invalid vote are deemed to be an -----
invalid exercise of votes and are deemed void, ----------
and are not included when determining the number of -----
votes, which are exercised. -----------------------------
6. Minutes of meeting shall be approved and signed by the ---
Chairperson of the meeting and one of the Executive Board
members which is appointed by the meeting as the secretary
of the meeting. -------------------------------------------
7. If the minutes are drawn up by a notary, the signature in -
accordance with the provisions 6 in this article is not ---
required.--------------------------------------------------
8. A Governing Board may also make a valid decision without
holding a Governing Board Meeting on the stipulation that
all members of the Governing Board have been informed as-
to the motion in writing and all the members of the -----
Governing Board give their approval regarding the motion-
submitted in writing and sign their approval. -----------
9. A decision which is taken through such method in ---------
accordance with the provisions 8 in this article has the -
same force as a decision which is validly taken in a -----
Governing Board Meeting. ---------------------------------
Supervisory Board (done)[sunting sumber]
--------------------- SUPERVISORY BOARD ---------------------
----------------------- Article 24 ------------------------
1. A Supervisory Board as the Foundation's organ, undertakes
the supervision of the policies of the Board of Directors
in operating the Foundation as well as the provision of
advice to the Executive Board .
2. The member of the Supervisory Board shall comprises at --
least one or more Supervisory Board members.-------------
3. In case of more that one member of the Supervisory Board,-
one of the member shall be elected as the Chief of -------
Supervisory Board. ---------------------------------------
----------------------- Article 25 ------------------------
1. The person who could be elected as the members of the ---
Supervisory Board is a person who has all requirement based
on prevailing law and has never been punished in relation
with the Foundation management which is damaged the -----
foundation, people or country by an adjudication, in a 5-
( five) years period since the final adjudication have --
been binding.--------------------------------------------
2. A Supervisory Board appointed by the Governing Board prior
to the Governing Board Meeting for the office term of 5 --
(five) years and may be re-apointed. ---------------------
3. If for whatever reason there is a vacant positions in the
membership of the Supervisory Board are vacant then, within
a period of 30 (thirty) days from the occurrence date of --
the vacancy, a Meeting of Governing Board must be held to --
fill the position. -----------------------------------------
4. If for whatever reason all the positions in the membership
of the Supervisory Board are vacant then, within a period of
30 (thirty) days from the occurrence date of the vacancy,
the Supervisory Board shall convened a Meeting to elect a
new Supervisory Board members, and temporarily the
Foundation will be managed and led by an Executive Board.
5. A member of the Supervisory Board has the right to resign-
from his position by giving written notice to the ------
Foundation regarding his intention at least 30 (thirty)-
days before the effective date of the resignation. -----
6. In the case of substituon of the Executive Board, at least
30 (thirty) days from the occurrence date of the ---------
substitution, the Governing Board shall give a written ---
report to the Ministry of Justice and Human Rights of the-
Republic of Indonesia and any related government ---------
institution. ---------------------------------------------
7. The Supervisory Board members do not allow to have a double
duty as a member of the Governing Board nor the member of -
Executive Board . -----------------------------------------
----------------------- Article 26 ------------------------
The office of the Supervisory Board will be ended ----------
automatically in the reason of : ---------------------------
1. Dies.-------------------------------------------------
2. Resigns ----------------------------------------------
c. Has been punished guilty in criminal by an adjudication,
with at least 5 ( five) years indictment. -------------
d. dismissed based by the Governing Board meeting. -------
e. The office period has been ending.---------------------
Duties and powers of the Supervisory Board (done)[sunting sumber]
--------- DUTIES AND POWERS OF THE SUPERVISORY BOARD ---------
1. The Supervisory Board is obliged, with good faith and full
sense of responsibility, to perform his duties for the ----
benefit of the Foundation. --------------------------------
2. The Supervisory Board have the rights to : -----------------
a. enter the building and grounds or other premises used by
the Foundation . ---------------------------------------
b. to examine documents. ----------------------------------
c. to examine and review all or any of the accounts, books,
records, and check the cash position , or -------------
d. to know all the actions taken by the Executive Board ----
e. to give a warning to the Executive Board. ---------------
4. The Supervisory Board at any time has the right to dismiss ---
temporarily one or more members of the Executive Board if---
that member of the Executive Board act(s) contrary to the --
Articles of Association and/or the prevailing legislation.--
5. Such temporary dismissal shall be notified in writing to --
the concerned person, accompanied by the reasons thereof. --
6. Within a period of 7 (seven) days after such temporary -----
dismissal, the Supervisory Board shall be obliged to notify-
the Governing Board in written. ----------------------------
7. Within a period of 7 (seven) days after the date of such ---
report has been receive by the Governing Board as mentioned-
on paragraph 6 this article, then the Governing Board shall-
be obliged to invite the concerned person and given a chance
to be present in order to make a pleading. -----------------
8. Within a period of 7 (seven) days after the date of such ---
pleading has been given by the concerned person as mentioned
in paragraph 7 this article, the Governing Board prior to --
the Governing Board Meeting shall :-------------------------
a. Void the temporary dismissal, or ------------------------
b. permanently dismissed the concerned Executive Board -----
member. -------------------------------------------------
9. In the case that the provision as stipulated in paragraph 7
and 8 this article has not done by the Governing Board,then
the temporary dismissal shall be void by law and the ------
concerned person has the right to re-occupy/resume his ----
former position. ------------------------------------------
10. If the entire membership of the Executive Board is -------
dismissed temporarily, then temporarily the Governing Board
is obliged to manage the Foundation. ----------------------
Supervisory Board meeting (done)[sunting sumber]
----------------- SUPERVISORY BOARD MEETING -------------------
----------------------- Article 28 ------------------------
1. The Supervisory Board Meeting shall be convened any time---
when considered necessary by one or more of members of-----
the Supervisory Board or Governing Board.-----------------
2 The notice of meeting for convening of a Supervisory Board
Meeting is to be undertaken by a member of the Supervisory
Board who has the right to represent the Supervisory Board.
3. The notice of the Supervisory Board Meeting must be sent
by a registered letter or by letter which is directly sent
to each member of the Supervisory Board, for which an
acknowledgement of receipt is to be obtained at the latest
7 (seven) days before the meeting is to be held, not -----
counting the date of calling for the meeting and the date-
of the meeting.-------------------------------------------
4. The notice of meeting must contain the agenda, date, time,
and place of the meeting. --------------------------------
5. An Supervisory Board Meeting is to be held at the --------
Foundation’s domicile or at the place of the Foundation's-
activity. ------------------------------------------------
6. A Supervisory Board Meeting is can be held at such other -
place in Indonesia prior to the approval of the Governing
Board. ---------------------------------------------------
----------------------- Article 29 ------------------------
1. A Supervisory Board meeting is to be chaired by the Chief
Supervisory Board .--------------------------------------
2. In case where Chief Supervisory Board is not able to ----
present or is unavailable, then the Executive Board -----
Meeting is to be chaired by a member of the Executive ---
Board selected by and from among the members of the -----
Supervisory Board who are present at the meeting. ---------
3. A member of the Supervisory Board may be represented at a -
Supervisory Board Meeting only by another member of the ---
Supervisory Board based on a letter of a power of attorney.
4. A Supervisory Board Meeting is valid and has the right to -
make binding decisions if :-------------------------------
a. attend by more than 2/3(two by three) of the total ----
number of the Supervisory Board members . -------------
b. In the case where the quorum referred to in paragraph -
4.a. of this Article is not reached, then a second ----
meeting may be convened.------------------------------
c. The notice of meeting as stipulated in paragraph 4.b--
shall be at least 7 ( seven ) days prior to the ------
meeting being held, not counting the date of the calling
for the meeting and the date of the meeting.------------
d. The second Supervisory Board Meeting shall be convened
and not later than 10 ( ten ) days and latest 21(twenty
one) days prior to the first Executive Board Meeting.-
e. The second Supervisory Board Meeting is valid and has
the right to make binding decisions if more than 1/2 -
(one-half) of the total number of the members of the -
Executive Board . ------------------------------------
----------------------- Article 30 ------------------------
1. All resolutions of the Supervisory Board meeting shall be
adopted on the basis of mutual consensus. ---------------
2. In case of a failure to entering into consensus, all ----
resolutions shall be adopted on the basis of an ---------
affirmative vote of more than 50% (fifty percent) of those
legally cast at the meeting. -----------------------------
3. In case of the number of vote has equal, the proposal --
will be rejected. ----------------------------------------
4. Voting on matters which concern individuals is to be ----
undertaken by secret ballot without signature, whereas --
voting on other matters is to be undertaken orally unless
determined to the contrary by the chairman of the meeting
if there is no objection from those in attendance. ------
5. Blank votes and an invalid vote are deemed to be an -----
invalid exercise of votes and are deemed void, and are not
included when determining the number of votes, which are -
exercised. -----------------------------------------------
6. Minutes of the meeting shall be drawn up for every -------
Supervisory Meeting and shall be approved and signed by --
the Chairperson of the meeting and one of the Supervisory
Board members which is appointed by the meeting as the ---
secretary of the meeting. --------------------------------
7. If the minutes are drawn up by a notary, the signature in -
accordance with the provisions 6 in this article is not ---
required.--------------------------------------------------
8. A Supervisory Board may also make a valid decision without
holding a Supervisory Board Meeting on the stipulation that
all members of the Supervisory Board have been informed as-
to the motion in writing and all the members of the -------
Supervisory Board give their approval regarding the motion
submitted in writing and sign their approval. -------------
9. A decision which is taken through such method in ---------
accordance with the provisions 8 in this article has the -
same force as a decision which is validly taken in a -----
Governing Board Meeting. ---------------------------------
Consolidation meeting (done)[sunting sumber]
------------------ CONSOLIDATION MEETING -------------------
----------------------- Article 31 ------------------------
1. Consolidation meeting is a meeting that convened by the
Executive Board and the Supervisory Board to appoint the
Governing Board, if the Foundation has no Governing Board.
2. If the Foundation has ni Governing Board, the Consolidation
Meeting shall be convened within a period of 30 (thirty) --
days from the occurrence date of the vacancy. ------------
3. The notices of meeting for convening of a Consolidation ---
Meeting are to be undertaken by the Executive Board. ------
4. The notices of meeting for convening of a Consolidation --
Meeting will be sent directly to every members of the ----
Executive Board and Supervisory Board or sent by --------
registered letter for which a proper acknowledgement -----
receipt is to be obtained, at the latest 7 (seven) days --
prior to the meeting being held, not counting the date of
the calling for the meeting and the date of the meeting. -
5. The notices of meeting must contain the agenda, date, ----
time, and place of meeting. -------------------------------
6. A Governing Board Meeting is to be held at the Foundation’s
domicile or at the place of the Foundation activity. ------
7. A Governing Board Meeting is to be chaired by Chief ------
Executive Board. -----------------------------------------
8. in the case where the Chief Executive Board is not able to
be present or is unavailable, then the Consolidation -----
Meeting is to be chaired by the Chief of Supervisory Board.
9. in the case where the Chief Executive Board and Chief -----
Supervisory Board is not able to be present or is ---------
unavailable, then the Consolidation Meeting is to be chaired
by a person selected by and from among the members of the --
members of the Executive Board or Governing Board who are --
present.----------------------------------------------------
----------------------- Article 32 ------------------------
1. A member of the Executive Board may be represented at a -
Consolidation Meeting only by another Executive Board ---
member based on a power of attorney. --------------------
2. A member of the Supervisory Board may be represented at a
Consolidation Meeting only by another Executive Board ---
member based on a power of attorney. --------------------
3. Each member of the Executive Board or Supervisory Board --
confers the right to cast 1 (one) vote and an additional -
1 (one) vote will be given for the other members that ----
represented by the attendee . ----------------------------
4. Voting on matters which concern individuals is to be ------
undertaken be secret ballot without signature, whereas ----
voting on other matters is to be undertaken orally unless -
determined to the contrary by the chairman of the meeting -
if there is no objection from those in attendance.---------
5. Blank votes and void votes shall be considered non-existent
and shall not be counted in the calculation of the number -
of votes cast at the meeting. -----------------------------
Quorum and resolutions of consolidation meeting (done)[sunting sumber]
------ QUORUM AND RESOLUTIONS OF CONSOLIDATION MEETING -------
----------------------- Article 33 ------------------------
1.a. A Consolidation Meeting is valid and has the right to --
make binding decisions if more than 2/3 (two by three)---
of the total number of the members of the Executive Board
and 2/3 (two by three) of the total number of the members
of the Supervisory Board are present or are represented --
in the meeting . -----------------------------------------
b. In the case where the quorum referred to in paragraph
1. a. of this Article is not reached, then a second
meeting may be convened.
c. The notice of meeting as stipulated in paragraph 1.b--
shall be at least 7 ( seven ) days prior to the ------
meeting being held, not counting the date of the calling
for the meeting and the date of the meeting.------------
d. The second Governing Board Meeting shall be convened and
not later than 10 ( ten ) days and latest 21 (twenty one)
days prior to the first Governing Board Meeting. -------
e. The second Governing Board Meeting is valid and has the
right to make binding decisions if more than 1/2 ------
(one-half) of the total number of the members of the --
Governing Board . ------------------------------------
2. All resolutions shall be adopted on the basis of mutual --
consensus. -----------------------------------------------
3. In case of a failure to entering into consensus, all ----
resolutions shall be adopted on the basis of an ---------
affirmative vote of more than 2/3 (two by three) of those
legally cast at the meeting. -----------------------------
4. Minutes of meeting shall be approved and signed by the ---
Chairperson of the meeting and one of the Executive Board
member or the Supervisory Board which is appoint by the --
meeting. -------------------------------------------------
5. Minutes of meeting as referred to the paragraph 4 of this
article shall serve as lawful evidence of the Foundation
and third parties regarding the meeting and others matter
happening in the meeting. -------------------------------
6. If the minutes are drawn up by a notary, the signature in -
accordance with the provisions 6 in this article is not ---
required.--------------------------------------------------
7. An Executive Board and a Supervisory Board may also make a
valid decision without holding a Consolidation Meeting on
the stipulation that all members of the Executive Board -
and the Supervisory Board have been informed as to the --
motion in writing and all the members of the Governing --
Board give their approval regarding the motion submitted -
in writing and sign their approval. ----------------------
8. A decision which is taken through such method in ---------
accordance with the provisions 7 in this article has the -
same force as a decision which is validly taken in a -----
Consolidation Meeting. ---------------------------------
Accounting year (done)[sunting sumber]
--------------------- ACCOUNTING YEAR ----------------------
----------------------- Article 34 ------------------------
1. The accounting year of the Company shall commence from --
the 31 January and end on the 31 December . -------------
2. At the end of the month of December of each year, the ---
Foundation's books shall be closed. ---------------------
3. For the first time, the accounting year of the Foundation's
books will be starting at the Article of Association of the
Foundation and end on the 31 December on the prevailing year.
Annual Report (done)[sunting sumber]
-------------------- ANNUAL REPORT --------------------
----------------------- Article 35 ------------------------
1. Within a period of not later than 5 (five) month following
such closing, an annual report shall be made by the -------
Executive Board . ------------------------------------------
2. The Annual Report shall be at least consist of : ----------
a. the condition and activity of the Foundation during the
previous and the achieved result.-----------------------
b. Financial report which is consist of financial statements
of the ending period, activity report, cash flow, and ---
note of the financial report. ---------------------------
3. The annual report shall be signed by the Executive Board and
the Supervisory Board. -------------------------------------
4. In the case that there is any members not signed the report,
than the concerned person shall give an explanations to
explain the reason in written. ----------------------------
5. The Annual Report shall ratify by Governing Board at the --
annual meeting. -------------------------------------------
6. The Annual Report of the Foundation shall be made in ----
accordance with the Statement of Financial Accounting ---
Standards prevailing in the Republic of Indonesia and ---
be announce in the Announcement Board at the Foundation's
office . ------------------------------------------------
Amendment to the Articles of Association (done)[sunting sumber]
----------AMENDMENT TO THE ARTICLES OF ASSOCIATION-----------
----------------------- Article 36 -----------------------
1. Amendments to these Articles of Association shall be -----
decided by a Governing Board Meeting attended by the -----
Governing Board members representing at least 2/3 (two by
three) of the total members of the Governing Board .------
berdasarkan keputusan Rapat Pembina, yang dihadiri ---
2. All resolutions shall be adopted on the basis of mutual --
consensus. -----------------------------------------------
3. In case of a failure to entering into consensus, all ----
resolutions shall be adopted on the basis of an affirmative
vote of more than 2/3 (two by three) of those legally cast
at the meeting. ------------------------------------------
4. In the event the quorum referred to in paragraph 1 of this
Article is insufficient, then not earlier than 3 (three) --
days after the first meeting, a call for the second -------
meeting may be held . -------------------------------------
5. The second Governing Board meeting is legally binding if
attend by more than 1/2(half) of the total number of the
Governing Board members. --------------------------------
6. The second Governing Board Meeting is valid and has the -
right to make binding decisions if more than 1/2 (half) -
of the total number of the members of the Governing Board
or represented.-------------------------------------------
----------------------- Article 37 ------------------------
1. The said amendments to the Articles of Association shall -
be set out in a Notary deed in Indonesian language.-------
2. The amendments of the Articles of Association concerned --
the purposes and the objectives of the Foundation is not -
allowed. -------------------------------------------------
3. The amendments to the provisions of the Articles of ------
Association concerning name and activities shall be ------
approved by the Minister of Law and Human Rights of the --
Republic of Indonesia.------------------------------------
4. Amendments to the provisions of the Articles of Association
with respect to items other than those referred to in -----
paragraph 3 of this Article shall be sufficiently reported
to the Minister of Law and Human Rights of the Republic of
Indonesia . -----------------------------------------------
5. Amendments of the Articles of Association is not allowed in
the even of bankruptcy, except prior written approval from
the curator. ----------------------------------------------
Merger (done)[sunting sumber]
-------------------------- MERGER ---------------------------
----------------------- Article 38 ------------------------
1. The merger of the Foundation can be done by the merger of
1 (one) or more Foundation with another Foundation which -
made an effect that the consolidate Foundation will be ---
dissolution. ---------------------------------------------
2. The Foundation merger as referred in paragraph 1 in this --
article shall be done with considering of : ---------------
a. the unable of the Foundation to doing the business -----
without any support from the other Foundation. ---------
b. both Foundation has the similar activity . -------------
c. The Foundation which is merge has never doing any action
which is in compatible with their Articles of Association,
public order, and morality.------------------------------
3. The merger proposal can be propose by the Executive Board to
the Governing Board. ---------------------------------------
----------------------- Article 39 ------------------------
1. The Foundation's merger can only be done based on the ------
Governing Board meeting attended by at least 3/4 (three by -
four) of the total number of Governing Board members and ---
approved by at least 3/4 (three by four) of the total ------
number of legally cast at the meeting. ---------------------
2. The Executive Board from each Foundation drafting the -----
proposal of the propose merger. ---------------------------
3. The proposal as mentioned in paragraph 2 in this article --
shall be drawn in a merger proposal draft by the Executive
Board of both Foundation . --------------------------------
4. The merger proposal shall be approved by the Governing Board
of each Foundation. ----------------------------------------
5. The draft as mentioned in paragraph 4 this article shall be
drawn up by a notary in an Indonesian language . ----------
6. The Executive Board of the merger resulting Foundation shall
announce the result of the merger in a daily newspaper -----
latest 30 ( thirty) days prior to the merger being final. --
7. In the case that the merger following by the ammendment of
the Articles of Association which is prior to the Ministry
of Justice and Human Rights of the Republic of Indonesia ,-
then the amendment of the Articles of Association shall be -
delivered to the Ministry of Justice and Human Rights of the
Republic of Indonesia to get an approval attached with the -
merger deed.------------------------------------------------
Dissolution (done)[sunting sumber]
---------------------- DISSOLUTION -----------------------
----------------------- Article 40 ------------------------
1. The Foundation dissolute because of : --------------------
a. the reason as stipulated in the time period of the ----
Foundation has been ended. ----------------------------
b. The objectives of the Foundation as stipulated in the --
Articles of Association has been done or can not be ----
done. --------------------------------------------------
c. The finally and binding court adjudication by the reason
of :----------------------------------------------------
1). The Foundation has infringe the public order and ---
morality.-------------------------------------------
2). Unable to pay its debt after put in bankruptcy or,--
3). The financial condition of the Foundation is unable
to settle its debt after the bankruptcy petition be
alienated. ----------------------------------------
2. In the case of the Foundation dissolution as mentioned in
paragraph 1.a and 1.b , the Governing Board shall appoint
liquidator to settle the Foundation's asset.
3. In the case that there is no liquidator has been appointed,
then the Executive Board will acting as the liquidator. ---
----------------------- Article 41 ------------------------
1. In the case of dissolution , the Foundation has no more ---
legal capability , except to settle the asset due to the --
liquidation process. --------------------------------------
2. In the case that the Foundation is in the liquidation -----
process, all the outgoing letters shall put a phrase in ---
liquidation after the Foundation's name. ------------------
3. In the case that the dissolution of the Foundation is due -
to the court adjudication, then the court will appoint ----
liquidator.------------------------------------------------
4. In the case of the dissolution of the Foundation is due to
a bankruptcy petition, then the provision of the Bankruptcy
Law will be prevailing. -----------------------------------
5. The provision regarding the election, appointment, --------
nomination, temporary dismissal, dismissal, powers, duties
and obligation, with the supervision to the Executive Board
prevailing also to the liquidator. ------------------------
6. The liquidator or curator which is appointed to settle the
wealth of the dissolution Foundation , at least 5 (five) --
days after the date of the appointment shall obliged to ---
announce in the Indonesian daily newspaper. ---------------
7. The liquidator or curator shall at least 30 (thirty) days -
from the occurrence date of the liquidation process done, -
shall announce the result in the Indonesian daily newspaper.
8. The liquidator or curator shall at least 7 (seven) days from
the occurrence date of the liquidation process done shall be
obliged to report the liquidation of the Foundation to the -
Governing Board. -------------------------------------------
9. In the case that the report regarding the dissolution of -
the Foundation as mentioned in paragraph 8 and the -------
announcement of the liquidation result as mentioned in ---
paragraph 7 in this article has not done, then the -------
dissolution of the Foundation will be not prevail to the -
third parties. -------------------------------------------
Usage of the liquidation's remaining asset (done)[sunting sumber]
------- USAGE OF THE LIQUIDATION'S REMAINING ASSET -------
----------------------- Article 42 ------------------------
1. The remaining asset from the liquidation shall be surrender
to the other Foundation that has the same purposes and ---
objectives with the dissolved foundation .---------------
2. The remaining asset as mentioned in paragraph 1 in this -
article can be surrender to another legal bodies which has
the same activity with the dissolved Foundation, if those
matter regulated by the prevailing law for the legal -----
bodies.---------------------------------------------------
3. In the case that the remaining asset has not surrender to
another Foundation nor legal bodies as mentioned in -------
paragraph 1 and 2 in this article, the the asset will be --
surrender to the State and the usage will be done in ------
according to the purposes and objectives of the dissolved -
Foundation.------------------------------------------------
Concluding provisions (done)[sunting sumber]
------------------- CONCLUDING PROVISIONS -------------------
----------------------- Pasal 43 ------------------------
1. All matters not provided for or not otherwise fully covered
in these Articles of Association shall be resolved by a ---
Governing Board Meeting -----------------------------------
2. Divergence from the provision as stipulated in paragraph
7.4, 13.1, 24.1 this Articles of Association regarding the
election procedure of the Governing Board, Executive Board,
Supervisory Board, then for the first time has elected the
Governing Board, Executive Board, Supervisory Board, with
the composition as follows :
Governing Board : ---------------------------------------
- Chief Governing Board :
- Governing Board Member :
- Governing Board Member :
Executive Board :--------------------------------------------
- Chief Executive Board :
- Executive Board Member :
- Executive Board Member :
- Executive Board Member :
- Secretary :
- Treasurer :
Supervisory Board : -------------------------------------
- Chief Supervisory Board :
- Supervisory Board Member :
- Supervisory Board Member :
- Supervisory Board Member :
3. The election of the Governing Board, Executive Board, ---
Supervisory Board members are accept by the appropriate -
person and shall be ratify in the first Governing Board -
meeting after this Articles of Association has been -----
approved or registered at the relevant authorities. -----
The Executive Board and/or
.......................................
either jointly or severally, with a right to transfer this
power to another person, are empowered to apply for an ----
approval from the authorities on this Articles of ---------
Association and to make amendments and/or addition by in --
whatever form as required to acquire the said approval and
to lodge and to sign all applications and other documents,-
to choose domicile and to perform other actions that may be
necessary. -------------------------------------------------
Catatan[sunting sumber]
Dengan segala keterbatasan dicoba untuk menterjemahkan anggaran dasar yang mungkin ada kesalahan dan silahkan dikoreksi dimana koreksi anda lebih bernilai dari sekedar mencela tapi tidak berbuat sesuatu untuk memperbaiki kesalahan yang dibuat karena keterbatasan yang dimiliki seseorang. --AlCatrank(kirim pesan) 09:54, 7 September 2007 (UTC)