Status: draft for discussion with the civil-law notary, ANBI tax advisor and Supervisory Board
Legal name: Stichting Civilized World Foundation
Public name: Civilized World Foundation
Abbreviation: CWF
Public mission: Make War Obsolete
Legal form: foundation under Dutch law
Governance model: Management Board / Founding Director with Supervisory Board

Articles of Association

Article 1 — Name, seat and duration

The foundation bears the name: Stichting Civilized World Foundation.
The foundation may also operate publicly under the name Civilized World Foundation, abbreviated as CWF.
The foundation has its statutory seat in the municipality of The Hague, the Netherlands.
The foundation is established for an indefinite period of time.
The foundation has no members.

Article 2 — Definitions

In these Articles of Association, the following terms have the following meanings:

Foundation: Stichting Civilized World Foundation.
CWF: the foundation acting under its legal name or public name.
Mission: the foundation’s mission to make war obsolete: Make War Obsolete.
War: organised armed aggression, armed conflict or structural violence between states, peoples, armed groups or other organised power structures, in the broadest sense relevant to the foundation’s mission from a social, legal, political, institutional, technological, economic or governance perspective.
Make War Obsolete: the process of researching, understanding, designing, developing, promoting, supporting, enabling, maintaining, safeguarding and enforcing systemic changes in social, institutional, legal, political, economic, technological and governance systems so that war loses its function and becomes logically, rationally, institutionally, economically and socially unnecessary, unattractive, unrewarding or impossible as a means of conflict resolution, power politics or interest protection.
Board: the statutory management board of the foundation.
Director: a member of the Board.
Executive Director: a person charged with the day-to-day executive leadership of the foundation, whether or not that person is also a statutory Director.
Founding Director: the Executive Director responsible during the start-up and institutional development phase for building, organising and executing the foundation’s mission, platform, governance and first public-benefit activities.
Supervisory Board: the statutory supervisory body of the foundation.
Advisory Board: a non-decision-making advisory body that may advise the Board and the Supervisory Board.
Public benefit: the general public interest as understood under the rules applicable to Dutch public-benefit organisations.
ANBI: an Algemeen Nut Beogende Instelling, a public-benefit organisation as referred to under Dutch tax law.
Written: by letter, email or another generally accepted electronic means of communication, provided that the identity of the sender can be sufficiently established and the content can be stored durably.
Related party: any founder, Director, Supervisory Board member, Advisory Board member, donor, funder, advisor, employee, contractor, supplier or any natural person or legal entity connected to them through personal, business, financial, family, professional, organisational or other material interests.

Article 3 — Purpose

The foundation has one exclusive purpose:
to make war obsolete — Make War Obsolete — by means of a systemic approach, through which the foundation researches, understands, develops, promotes, supports and helps transform the social, institutional, legal, political, economic, technological and governance systems in which war can be logical, functional, profitable, rewarded, legitimised or repeated, so that war loses its function and ultimately becomes obsolete.
The foundation exists solely to serve this purpose and the public benefit. It does not have a profit motive.
The foundation has a single mission. Until the mission Make War Obsolete has been sustainably achieved, the foundation shall not undertake activities that do not directly, indirectly or reasonably serve this mission.
The foundation may act broadly, creatively and systemically in pursuit of its single purpose. Its means may evolve over time, provided that all activities remain subordinate and demonstrably connected to the mission Make War Obsolete.
Once the mission has, in the reasoned opinion of the Board and the Supervisory Board, been achieved to a relevant and durable extent, the foundation shall focus on maintaining, safeguarding, monitoring, protecting, renewing and, where necessary, enforcing the systems, institutions, agreements, standards, knowledge, infrastructure and public engagement required to keep war obsolete.
The foundation is fully independent. It does not serve any party-political, religious, commercial, personal, national, ideological, donor-driven or private interest. It serves only its statutory mission and the public benefit.
The foundation may cooperate with public, private, civil society, academic, diplomatic, legal, technological, philanthropic, international and intergovernmental actors, provided that such cooperation serves the mission and does not compromise the foundation’s independence, integrity, public-benefit character or public trust.
The foundation may speak, publish, advise, advocate, educate, convene, campaign, mobilise, research, design, build, fund, support and collaborate on matters relating to systems, institutions, governance, public responsibility, peace, security, conflict, war, international cooperation, international law, diplomacy, technology, economics, public participation and other domains relevant to its mission.
The foundation is not a political party and does not have the purpose of serving party-political interests. It may, however, address public policy, governance, institutional design and systemic change insofar as this is necessary or useful for achieving its mission.

Article 4 — Means and activities

The foundation seeks to achieve its purpose by all lawful means that are directly, indirectly or reasonably conducive to the mission Make War Obsolete, including but not limited to:
a. researching, analysing and making visible the systems, incentives, institutions, behaviours, interests, narratives, feedback loops, technologies, decision-making structures and governance mechanisms that make war possible, logical, attractive, profitable, functional, legitimised or recurring;
b. developing, promoting and disseminating systemic proposals, principles, models, protocols, institutional designs, legal concepts, governance frameworks, policy proposals, roadmaps, scenarios and other solution directions that can contribute to making war obsolete;
c. developing, publishing and maintaining manifestos, declarations, charters, principles, policy papers, white papers, reports, research outputs, models, system maps, visualisations, educational materials and other knowledge products;
d. building, managing and further developing digital platforms, websites, databases, signature processes, public support mechanisms, community infrastructure, transparency tools and other technological or organisational infrastructure;
e. organising public support, signatures, community-building, awareness, education, dialogue, lectures, conferences, public campaigns, working sessions and other forms of civic engagement;
f. connecting and convening citizens, signatories, scientists, systems thinkers, diplomats, lawyers, policy makers, public leaders, entrepreneurs, civil society organisations, peace initiatives, educational institutions, international organisations, governments, philanthropic funds, donors, communities and other relevant stakeholders;
g. initiating, supporting, financing or promoting research, experiments, pilots, testing, validation, evaluation and implementation of ideas and interventions that contribute to the mission;
h. developing or supporting legal, institutional, diplomatic, constitutional, technological, economic, educational, civic or governance mechanisms that can reduce, prevent or eliminate the function of war;
i. supporting, advising or enabling leaders, institutions, organisations, communities or initiatives that are willing and able to contribute to systemic solutions that make war obsolete;
j. developing public participation, civic legitimacy, democratic involvement and global awareness around the question of what is systemically required to make war obsolete;
k. raising funds, donations, subsidies, grants, contributions, legacies, bequests and other resources required for the realisation of the mission;
l. granting financial or non-financial support to projects, organisations, initiatives, research, platforms, campaigns or partnerships that demonstrably serve the mission;
m. establishing, participating in, supporting or cooperating with legal entities, partnerships, networks, coalitions, chapters, programmes, funds, platforms or international structures, provided that they serve the mission and do not compromise the foundation’s independence or public-benefit character;
n. maintaining and safeguarding knowledge, systems, institutions, agreements, governance structures and public engagement once war has been made obsolete to a relevant extent;
o. performing all other acts and activities that are necessary, useful, appropriate or reasonably connected to the foundation’s purpose.
The foundation performs its activities in an independent, transparent, careful, integrity-driven and publicly explainable manner.
The foundation may perform its activities in the Netherlands and abroad.
The foundation may acquire rights, assume obligations, employ staff, contract professionals, engage advisors, purchase services, enter into partnerships, acquire or license intellectual property, manage data and platforms, and perform all legal acts necessary or useful for achieving its purpose.
Income-generating activities are permitted only insofar as they serve the foundation’s purpose, do not constitute an independent profit motive, and their proceeds are fully used for the mission.
The foundation may adapt its activities, methods, instruments and organisational forms over time, provided that the single statutory purpose Make War Obsolete remains leading and all activities remain subordinate to that purpose.

Article 5 — Public benefit, independence and non-profit character

The foundation is exclusively or almost exclusively directed at the public benefit.
The foundation does not aim to make profit.
Any positive financial result, income, asset return or other benefit shall be used exclusively for the foundation’s purpose.
The foundation shall not make distributions to founders, Directors, members of the Supervisory Board, members of the Advisory Board, employees, volunteers, donors, funders, contractors, suppliers or third parties, except where such payments:
a. have an ideological or social purpose consistent with the foundation’s object; or
b. constitute reasonable compensation for demonstrably performed work, actual expenses or services rendered, provided that such compensation is consistent with the foundation’s purpose, financial position, remuneration policy, ANBI requirements and applicable law.
No natural person or legal entity may dispose of the foundation’s assets as if they were their own assets.
No founder, Director, Supervisory Board member, Advisory Board member, donor, funder, advisor, supplier, contractor or other person involved may obtain decisive voting power, veto power, preferential control or de facto disposal power over the foundation’s assets.
The foundation shall not hold more assets than reasonably necessary for the continuity and realisation of its purpose.
The foundation shall maintain a reasonable relationship between management costs, fundraising costs, organisational costs and spending on the mission.
The foundation shall safeguard that donations, grants, subsidies, contributions, partnerships or other relationships do not compromise its independence, mission, governance, integrity, ANBI status or public trust.
The foundation shall organise its governance and financial management in such a way that its public-benefit character remains demonstrable at all times.

Article 6 — Assets and income

The foundation’s assets and income may consist of:
a. donations, gifts and grants;
b. recurring donations;
c. subsidies;
d. project funding;
e. philanthropic grants;
f. contributions from funds, institutions, organisations and individuals;
g. inheritances and legacies;
h. sponsorship under strict integrity conditions;
i. income from activities that serve the foundation’s purpose;
j. income from publications, licences, knowledge products, educational activities, lectures, events, platforms or other mission-related activities;
k. interest, returns and other asset income;
l. all other income lawfully obtained and consistent with the foundation’s purpose.
Inheritances may only be accepted under the benefit of inventory, unless the Supervisory Board decides otherwise and determines that unconditional acceptance is legally and financially responsible.
The Board shall establish or prepare a donation and funding policy for the acceptance, refusal, assessment and accountability of donations, subsidies, grants and other contributions. This policy shall require approval by the Supervisory Board.
Large, anonymous, conditional or reputationally sensitive contributions may only be accepted after prior approval by the Supervisory Board or in accordance with thresholds and procedures approved by the Supervisory Board.
Contributions that may harm the foundation’s independence, integrity, mission, public legitimacy, ANBI status or public trust shall be refused or returned.
Donations or contributions do not create any right to governance influence, decision-making power, preferential treatment, content control, appointment rights or access to the foundation’s assets.

Article 7 — Organs and governance structure

The foundation has the following statutory organs:
a. the Board;
b. the Supervisory Board.
The foundation may also establish:
a. an Advisory Board;
b. committees;
c. working groups;
d. expert groups;
e. local, thematic or international advisory circles;
f. other bodies, provided that they do not receive powers reserved by law or these Articles of Association to the Board or the Supervisory Board.
The Advisory Board and any committees, working groups or expert groups shall have advisory, preparatory or executive functions only, unless these Articles of Association or applicable law provide otherwise.
The Board and the Supervisory Board may establish regulations for the structure, composition, functioning and accountability of non-statutory bodies.

Article 8 — Board

The Board is charged with managing the foundation.
The Board consists of one or more natural persons.
During the start-up phase, the Board may consist of one Director. A Director charged with day-to-day executive leadership may use the title Founding Director or Executive Director.
The Supervisory Board may decide to expand the Board with one or more additional Directors when the scale, funding, activities, risks, continuity or governance development of the foundation makes this desirable.
The Supervisory Board may also appoint an Executive Director who is not a statutory Director, or may establish an executive management team, provided that ultimate statutory management responsibility remains with the Board and supervisory responsibility remains with the Supervisory Board.
If the Board consists of more than one Director, the Board shall adopt management regulations, subject to approval by the Supervisory Board, governing at least task allocation, meetings, decision-making, mandates, reporting and representation.
The status of founder does not confer any statutory right to appointment, remuneration, voting power, veto power, approval rights, assets, intellectual property, preferential treatment or any special position within the foundation.
If the founder acts as Director, Executive Director, employee, contractor, advisor, supplier or any other service provider of the foundation, all provisions on conflicts of interest, remuneration, independent supervision, approval and public accountability apply in full.

Article 9 — Duties and powers of the Board

The Board is responsible for the management, day-to-day leadership, strategy preparation, execution, organisation, financial administration, fundraising, stakeholder development, platform development, reporting and realisation of the foundation’s purpose.
The Board shall annually prepare an annual plan, budget and policy priorities and submit them to the Supervisory Board for approval.
The Board is responsible for:
a. implementing the policy plan;
b. preparing and executing decisions;
c. setting up and maintaining administration and internal controls;
d. financial reporting;
e. compliance with applicable laws and regulations;
f. compliance with ANBI obligations, where applicable;
g. fundraising and donor accountability;
h. donor integrity and funding assessment;
i. management of websites, platforms, data and publications;
j. privacy and data protection;
k. reporting to the Supervisory Board;
l. public accountability;
m. safeguarding the independence, integrity and public-benefit character of the foundation;
n. continuity planning and institutional development.
The Board shall periodically report to the Supervisory Board on progress, finances, risks, decisions, deviations from budget or annual plan, public communication, donations, reputation, privacy, data processing, conflicts of interest and other relevant matters.
The Board shall act within the limits of these Articles of Association, the policy plan, the budget, the management regulations, the executive regulations, the authorisation rules, the donation policy, the conflict-of-interest policy, the remuneration policy and the decisions of the Supervisory Board.

Article 10 — Appointment, suspension and dismissal of Directors

Directors are appointed by the Supervisory Board.
Before appointing a Director, the Supervisory Board shall determine a role profile.
The Supervisory Board shall determine the remuneration, contractual form, assignment, mandate and evaluation criteria of a Director.
Directors may be appointed for an indefinite period or for a fixed period to be determined by the Supervisory Board.
A Director may be suspended or dismissed by the Supervisory Board at any time.
A resolution to suspend or dismiss a Director shall require a majority of at least two thirds of the votes cast in a meeting in which at least two thirds of the members of the Supervisory Board are present or represented.
If a Director has been suspended, the Supervisory Board shall decide within three months whether to lift the suspension or proceed to dismissal. If no decision is taken within that period, the suspension shall lapse.
A Director shall cease to hold office by:
a. death;
b. written resignation;
c. dismissal by the Supervisory Board;
d. loss of free disposal over their assets;
e. placement under guardianship or a comparable legal measure;
f. dismissal by the court;
g. expiry of the appointment period, if appointed for a fixed period;
h. any other cause provided by law.

Article 11 — Representation and approval requirements

The Board represents the foundation.
If the Board consists of one Director, that Director represents the foundation independently, subject to the approval requirements set out in these Articles of Association and in regulations approved by the Supervisory Board.
If the Board consists of more than one Director, the foundation is represented by the Board acting jointly, or by two Directors acting jointly, unless the Supervisory Board decides otherwise and this is recorded in the management regulations or the trade register.
The Board requires prior approval of the Supervisory Board for resolutions concerning:
a. adoption or amendment of the multi-year policy plan;
b. adoption or amendment of the annual plan;
c. adoption or amendment of the budget;
d. entering into obligations above a threshold amount to be determined by the Supervisory Board;
e. entering into multi-year obligations;
f. entering into, amending or terminating employment agreements, management agreements or service agreements with Directors, executive leaders or persons in key positions;
g. determining or amending remuneration of Directors, executive leaders, employees or other persons in policy-making or key executive functions;
h. transactions with founders, Directors, Supervisory Board members, Advisory Board members, advisors, suppliers, donors, funders or other related parties;
i. accepting large, anonymous, conditional or reputationally sensitive donations;
j. entering into strategic partnerships;
k. establishing, participating in, financing, acquiring or terminating legal entities, partnerships, chapters, funds or other structures;
l. acquiring, disposing of, encumbering, leasing or renting registered property;
m. entering into loans, credit facilities or comparable financial obligations;
n. granting security or guarantees;
o. initiating or terminating legal proceedings, except for urgent collection measures or provisional remedies;
p. public statements, campaigns or commitments that materially deviate from the approved mission, positioning, manifesto or communication line;
q. amending the core of the manifesto, mission formulation or public positioning;
r. adopting or amending regulations;
s. decisions that may involve significant legal, financial, reputational, governance, privacy, geopolitical or ANBI-related risk;
t. any other matters designated by the Supervisory Board in writing.
The absence of required prior approval does not affect the authority of the Board or a Director to represent the foundation, unless Dutch law provides otherwise. A Director who acts without required approval may be internally liable to the foundation if a serious reproach can be made.
The Supervisory Board may establish authorisation rules governing payment authority, bank mandates, the four-eyes principle, threshold amounts, procurement, contracting and other internal controls.

Article 12 — Supervisory Board

The foundation has a Supervisory Board.
The Supervisory Board supervises the policy of the Board and the general course of affairs within the foundation and its affiliated organisation. The Supervisory Board also advises the Board.
In fulfilling their duties, members of the Supervisory Board shall act in the interest of the foundation, its mission, its independence, its public-benefit character and the public trust in the organisation.
The Supervisory Board consists of at least three and no more than seven natural persons.
The Supervisory Board shall adopt a profile for its composition. The composition shall aim for a balanced distribution of expertise in areas including:
a. chairing, governance and institutional integrity;
b. finance, audit, donor integrity and ANBI accountability;
c. public legitimacy, international mission, community and societal sensitivity;
d. strategy, systems thinking, law, diplomacy, fundraising, communication, technology or other domains relevant to the mission.
The Supervisory Board shall elect a Chair from among its members and may elect a Vice-Chair.
The Chair of the Supervisory Board does not have a casting vote.
No member of the Supervisory Board may cast more votes than the other members of the Supervisory Board combined.
The Supervisory Board functions as a collective body. Members do not represent any constituency, donor, founder, funder, political movement, religious movement, country, organisation, company or personal interest.
A person may not be a member of the Supervisory Board if such position is incompatible with independence, integrity or the public-benefit character of the foundation.

Article 13 — Duties and powers of the Supervisory Board

The Supervisory Board supervises at least:
a. realisation of the foundation’s purpose;
b. protection of the single mission Make War Obsolete;
c. independence and institutional integrity;
d. public-benefit character;
e. compliance with these Articles of Association and regulations;
f. policy and execution by the Board;
g. financial strategy, budget, annual accounts and financial accountability;
h. remuneration and contracting of Directors and executive leaders;
i. conflicts of interest;
j. donor integrity and acceptance of sensitive contributions;
k. public legitimacy and external accountability;
l. legal, financial, reputational, privacy, geopolitical, governance and continuity risks;
m. quality of management and organisation;
n. continuity of the foundation;
o. compliance with ANBI requirements.
The Supervisory Board is authorised to:
a. appoint, suspend and dismiss Directors;
b. determine the remuneration, assignment, contractual form and evaluation criteria of Directors and executive leaders;
c. evaluate the functioning of Directors and executive leaders;
d. approve the policy plan, annual plan, budget, annual accounts and annual report;
e. adopt or approve regulations;
f. grant approval to decisions requiring such approval under these Articles of Association;
g. engage external experts at the expense of the foundation if reasonably necessary;
h. request information from the Board;
i. organise self-evaluation and governance evaluation;
j. take measures if the mission, independence, integrity, continuity, ANBI status or public trust of the foundation is at risk.
The Supervisory Board may establish an audit committee, remuneration committee, governance committee or other committee. A committee prepares decision-making but does not take decisions reserved to the Supervisory Board.
The Supervisory Board may require the Board to suspend execution of a decision if the Supervisory Board reasonably considers that the decision may materially harm the foundation’s mission, independence, public-benefit character, financial integrity, ANBI status or public trust.

Article 14 — Appointment, term, suspension and dismissal of Supervisory Board members

Members of the Supervisory Board are appointed by the Supervisory Board.
The first members of the Supervisory Board may be appointed in or shortly after the deed of incorporation, in accordance with the deed of incorporation or a founder’s resolution, insofar as necessary to make the foundation operational.
After the first appointment, the Supervisory Board shall fill vacancies itself, taking into account the profile, independence requirements, continuity of supervision and the mission of the foundation.
Members of the Supervisory Board are appointed for a period of no more than four years.
A member of the Supervisory Board may be reappointed once for a period of no more than four years.
In exceptional circumstances, the Supervisory Board may decide on a shorter or longer term, provided that the total term of office does not exceed eight years, except for a temporary extension of no more than one year to safeguard continuity.
A member of the Supervisory Board may be suspended or dismissed by the Supervisory Board by a majority of at least two thirds of the votes cast in a meeting in which at least two thirds of the members are present or represented.
A member of the Supervisory Board does not participate in deliberation or decision-making about their own suspension or dismissal.
A member of the Supervisory Board shall cease to hold office by:
a. death;
b. written resignation;
c. periodic retirement;
d. dismissal by the Supervisory Board;
e. loss of free disposal over their assets;
f. placement under guardianship or a comparable legal measure;
g. dismissal by the court;
h. the occurrence of an incompatibility that is not remedied within a reasonable period;
i. any other cause provided by law.

Article 15 — Meetings and decision-making of the Supervisory Board

The Supervisory Board shall meet at least four times per year and whenever the Chair, the Board or at least two members of the Supervisory Board consider this desirable.
Meetings may be held physically, digitally or in hybrid form.
The Supervisory Board may only adopt resolutions if more than half of the members in office are present or represented.
Each member of the Supervisory Board has one vote.
Resolutions are adopted by a simple majority of the votes cast, unless these Articles of Association require a larger majority.
Blank votes and invalid votes are deemed not to have been cast.
In the event of a tie, the proposal is rejected. The Chair has no casting vote.
Resolutions may also be adopted outside a meeting, provided that all members of the Supervisory Board have been given the opportunity to express their views and none of them objects to this method of decision-making.
Minutes or decision lists shall be prepared of meetings and resolutions. These shall be adopted by the Supervisory Board.
The Supervisory Board shall ensure that no individual member or cooperating group of members obtains such control that they can effectively dispose of the foundation’s assets as if they were their own.
The Supervisory Board shall adopt regulations for its own functioning, including meeting procedures, information rights, committees, evaluation, conflicts of interest and interaction with the Board.

Article 16 — Remuneration, expenses and attendance fees

Remuneration, compensation or reimbursement shall only be introduced if and when the foundation has sufficient financial resources to do so responsibly. Until that moment, work for the foundation may be performed pro bono.
Members of the Supervisory Board do not receive a salary for their supervisory duties.
Members of the Supervisory Board may be reimbursed for reasonable and actually incurred expenses.
The Supervisory Board may decide to grant non-excessive attendance fees for preparing and attending formal meetings, insofar as permitted under applicable law, ANBI requirements and the foundation’s remuneration policy.
Directors, executive leaders, employees, contractors and other persons performing actual executive or professional work may receive reasonable and market-conform compensation, provided that:
a. the compensation is consistent with the foundation’s purpose, policy plan and financial position;
b. the compensation is approved in advance by the Supervisory Board or in accordance with procedures approved by the Supervisory Board;
c. the compensation is publicly explainable;
d. the compensation does not conflict with ANBI requirements or applicable law;
e. the person concerned does not participate in decision-making about their own compensation or contractual terms;
f. the work and compensation are recorded in writing;
g. the compensation is proportionate to the nature, scope, complexity and responsibility of the work.
The remuneration policy of the foundation shall be published insofar as required under ANBI publication obligations or other applicable rules.
Sobriety, proportionality, independence and public explainability are guiding principles.

Article 17 — Conflicts of interest

A Director or member of the Supervisory Board shall immediately disclose any direct or indirect personal, business, financial, ideological, family, professional, organisational or other interest that may conflict with the interest of the foundation.
A Director shall disclose such interest to the Chair of the Supervisory Board.
If the Chair of the Supervisory Board has a potential conflict of interest, the Chair shall disclose it to the Vice-Chair or, in the absence of a Vice-Chair, to the other members of the Supervisory Board.
A Director shall not participate in deliberation or decision-making if they have a direct or indirect personal interest that conflicts with the interest of the foundation.
If no Board resolution can be adopted as a result, the resolution shall be adopted by the Supervisory Board.
A member of the Supervisory Board shall not participate in deliberation or decision-making if they have a direct or indirect personal interest that conflicts with the interest of the foundation.
If no Supervisory Board resolution can be adopted as a result, the Supervisory Board may nevertheless adopt the resolution, provided that:
a. the nature of the conflict of interest is recorded in writing;
b. the considerations underlying the resolution are recorded in writing;
c. external legal, fiscal, financial or governance advice is obtained where appropriate;
d. the resolution is demonstrably in the interest of the foundation.
Transactions with founders, Directors, Supervisory Board members, Advisory Board members, donors, funders, suppliers, advisors, contractors or other related parties may only be entered into if they are market-conform, necessary or useful for the purpose, transparent, documented in writing and approved in advance by the Supervisory Board.
The foundation shall adopt a conflict-of-interest policy.
The purpose of this article is not only to prevent actual conflicts of interest, but also to prevent the appearance that private, business, founder, donor or institutional interests could override the foundation’s mission and public-benefit character.

Article 18 — Advisory Board

The Supervisory Board may, on the proposal of the Board or on its own initiative, decide to establish an Advisory Board.
The Advisory Board advises the Board and the Supervisory Board, whether requested or unrequested, on subjects relevant to the foundation’s mission.
The Advisory Board has no management, supervisory, representative or approval powers.
The Supervisory Board shall adopt regulations for the Advisory Board, governing at least:
a. composition;
b. appointment and dismissal;
c. term;
d. independence;
e. conflicts of interest;
f. confidentiality;
g. reimbursement of expenses;
h. relationship with the Board and the Supervisory Board;
i. use of names, titles and public support.
Members of the Advisory Board do not represent a constituency, donor, funder, country, organisation, company or interest unless this is explicitly and transparently recorded and does not compromise the foundation’s independence.
The Advisory Board may be international in composition and may include experts from fields relevant to the mission, including peace and conflict studies, international law, diplomacy, systems thinking, governance, technology, behavioural science, economics, human rights, public mobilisation and institutional design.

Article 19 — Financial year, administration, annual accounts and accountability

The financial year of the foundation is the calendar year.
The Board is required to maintain such records that the rights and obligations of the foundation can be known at all times.
The Board shall annually, within six months after the end of the financial year, prepare the annual accounts, financial accountability and activity report, unless the Supervisory Board extends this period for compelling reasons within the limits permitted by law.
The annual accounts and activity report shall be submitted to the Supervisory Board for approval.
The Supervisory Board may determine that the annual accounts shall be examined by an accountant or another financial expert.
The foundation shall publish the information required under ANBI rules and other applicable regulations.
The foundation shall publish, insofar as applicable and required:
a. legal name and public name;
b. RSIN or tax number;
c. contact details;
d. objective;
e. main lines of the policy plan;
f. functions and names of Directors and policymakers;
g. remuneration policy;
h. report of activities performed;
i. financial accountability.
The foundation may publish its public accountability in Dutch, English or both languages, provided that the information is clear, accessible and verifiable.
The foundation shall maintain records of donations, grants, contracts, related-party transactions, expenses, reimbursements, remuneration, governance decisions and other matters necessary for proper accountability.

Article 20 — Policy plan, regulations and governance documents

The foundation shall have an up-to-date policy plan.
The policy plan shall include at least:
a. the objective and activities of the foundation;
b. the method of acquiring income;
c. management and spending of assets;
d. main lines of governance, execution and accountability.
The Board prepares the policy plan and submits it to the Supervisory Board for approval.
The foundation may adopt, among others, the following regulations and policy documents:
a. management regulations;
b. executive regulations;
c. Supervisory Board regulations;
d. authorisation rules;
e. conflict-of-interest policy;
f. donation and funding policy;
g. remuneration policy;
h. privacy and data policy;
i. communication policy;
j. integrity policy;
k. Advisory Board regulations;
l. financial regulations;
m. continuity and succession policy;
n. public accountability policy;
o. procurement and related-party policy;
p. safeguarding and risk management policy.
Regulations may not conflict with Dutch law or these Articles of Association.
Regulations are adopted by the Supervisory Board, unless the Supervisory Board decides that a regulation shall be adopted by the Board and approved by the Supervisory Board.
The foundation may develop its governance over time, including expansion of the Board, appointment of executive staff, establishment of committees, creation of international advisory structures or legal restructuring, provided that such development remains consistent with the foundation’s single purpose, independence, public-benefit character and ANBI requirements.

Article 21 — Absence, inability to act and continuity

In the event of absence or inability to act of one or more Directors, the remaining Directors shall be charged with management.
In the event of absence or inability to act of all Directors, the Supervisory Board shall immediately appoint one or more temporary Directors or acting executives.
If no Director is in office and the Supervisory Board does not fill the vacancy within four weeks, any interested party may request the competent court to fill the vacancy.
In the event of absence or inability to act of one or more members of the Supervisory Board, the remaining members remain authorised.
In the event of absence or inability to act of all members of the Supervisory Board, the Board shall, solely for the purpose of restoring supervision and after written advice from an independent civil-law notary or governance expert, appoint three temporary members of the Supervisory Board as soon as possible.
If both all Directors and all members of the Supervisory Board are absent or unable to act, any interested party may request the competent court to fill the necessary vacancies.
The foundation shall adopt a continuity and succession policy governing how to act in the event of death, long-term illness, resignation, unavailability, conflict of interest or other inability to act of the founder, Founding Director, Directors, Supervisory Board members or other key persons.
The foundation shall not be dependent on the personal availability of the founder, Founding Director, a specific Director, Supervisory Board member, donor, funder, advisor or supplier.
All relevant documents, access rights, administrations, contracts, domain names, intellectual property rights, databases, bank information, passwords, governance information and institutional knowledge shall be managed in such a way that the foundation can continue to function in the event of sudden unavailability of a person involved.
The foundation may adopt additional measures to ensure institutional continuity, including escrow arrangements, access protocols, succession plans, documentation standards, decision registers and secure storage of key information.

Article 22 — Amendment of Articles, restructuring and protection of the mission

These Articles of Association may only be amended by a resolution of the Supervisory Board, adopted by a majority of at least two thirds of the votes cast in a meeting in which at least two thirds of the members of the Supervisory Board are present or represented.
A resolution to amend these Articles of Association may only be adopted after a prior written proposal from the Board or from at least two members of the Supervisory Board.
Article 3 of these Articles of Association may only be amended if the amendment:
a. preserves the mission Make War Obsolete;
b. does not dilute the foundation’s single focus;
c. does not lead to a purpose outside the public benefit;
d. does not introduce party-political, commercial, personal, religious, national, ideological, donor-dependent or private-interest purposes;
e. does not conflict with the foundation’s ANBI status or public trust as a public-benefit organisation;
f. is demonstrably necessary or useful for the continuation, clarification or better realisation of the mission.
The foundation may decide on legal merger, demerger, conversion, cooperation, establishment of affiliated entities, participation in legal entities, international structures, local chapters, programmes, funds or other restructuring if this serves the mission, continuity, governance or effectiveness of the foundation.
Resolutions referred to in paragraph 4 require prior approval of the Supervisory Board by a majority of at least two thirds of the votes cast.
An amendment of these Articles of Association shall only take effect after the execution of a notarial deed.
The Board is required to file an authentic copy or extract of the deed of amendment and the amended Articles of Association with the trade register.
No amendment may result in a natural person or legal entity being able to dispose of the foundation’s assets as if they were their own.

Article 23 — Dissolution and liquidation

The foundation may be dissolved by resolution of the Supervisory Board, adopted by a majority of at least two thirds of the votes cast in a meeting in which at least two thirds of the members of the Supervisory Board are present or represented.
A resolution to dissolve the foundation may only be adopted if:
a. continuation of the foundation is no longer reasonably possible or meaningful;
b. the purpose of the foundation has been sustainably achieved and continuation is not necessary for maintenance, safeguarding or enforcement;
c. another public-benefit structure can demonstrably continue the mission more effectively; or
d. another compelling reason exists.
Liquidation shall be carried out by the Board, unless the Supervisory Board appoints one or more other liquidators.
During liquidation, these Articles of Association shall remain in force as far as possible.
Any positive liquidation balance shall be fully allocated to an ANBI or to a foreign institution that is at least ninety percent directed at the public benefit.
Where reasonably possible, the positive liquidation balance shall be allocated to an organisation or institution with a similar or related public-benefit purpose, preferably working on peace, prevention of war, systemic conflict prevention, international rule of law, public safety, human rights, diplomacy, governance, institutional innovation or related public-benefit objectives connected to the mission Make War Obsolete.
The positive liquidation balance may not benefit founders, Directors, members of the Supervisory Board, members of the Advisory Board, donors, funders, employees, contractors, suppliers or other personally or institutionally related parties, unless the receiving institution independently qualifies as an ANBI or foreign public-benefit institution as referred to in paragraph 5 and the allocation objectively serves the public benefit.
After completion of liquidation, the books, records and other data carriers shall remain in the custody of the person designated by the liquidators for the period required by law.

Article 24 — Final and transitional provisions

In all matters not provided for by law, these Articles of Association or regulations, the Board shall decide, unless the matter falls within the authority of the Supervisory Board.
If any provision of these Articles of Association is void, voidable or unenforceable, the remaining provisions shall remain fully effective. The Board and the Supervisory Board shall replace the relevant provision as soon as possible with a valid provision that reflects the purpose and intent of the original provision as closely as possible.
The foundation shall organise its governance so that, from incorporation, it can function as an independent, public-benefit, transparent and trustworthy foundation.
The foundation shall continuously ensure that its legal structure, governance, financial administration, remuneration policy, public communication, asset management and activities are compatible with its mission, independence and the requirements applicable to public-benefit organisations.
The first Director, first members of the Supervisory Board and first officers may be appointed in the deed of incorporation.
Until the Supervisory Board has adopted the first management regulations, executive regulations, Supervisory Board regulations and authorisation rules, these Articles of Association shall serve as the primary framework for management, supervision, mandate, decision-making and accountability.
These Articles of Association are to be interpreted in light of the foundation’s single mission: Make War Obsolete. Where interpretation is required, the interpretation that best protects the mission, independence, public-benefit character, integrity and continuity of the foundation shall prevail.