Common use of Amendments to the Articles of Association Clause in Contracts

Amendments to the Articles of Association. 13.1 The Board is authorised to amend the Articles of Association. 13.2 A resolution by the Board to amend the Articles of Association may only be adopted following consultation with the employers’ organisation and the union. A resolution to amend the Articles of Association shall require a two-thirds majority of the votes cast in a meeting at which at least two thirds of the active Board members are present or represented. If two thirds of the Board members are not present or represented at a meeting in which a resolution to amend these Articles of Association is to be discussed, a second meeting shall be convened, to be held no earlier than two weeks and no later than four weeks after the first meeting. At this second meeting, irrespective of the number of Board members present or represented, a valid resolution with respect to the proposal presented for discussion at the first meeting may be adopted, provided that the Board does so with a two-thirds majority of the votes cast. 13.3 A copy of the proposal, containing the verbatim text of the proposed amendment, shall be attached to the notice of the meeting at which an amendment of the Articles of Association is to be discussed. 13.4 A notarial deed shall be drawn up of an amendment of these Articles of Association. Each Board member severally shall be authorised to have said deed executed.