CONSTITUTION of:

"Study Association Watt"
established in Enschede

The undersigned:

Mr. Willem Jan Hordijk, notary in Enschede,

declares that the articles of association of the association: Study Association Watt, legally
established in Enschede, as they read after the execution of a deed of
amendment of articles of association of the association before the undersigned on the nineteenth
of December two thousand and thirteen, are attached to this declaration.

Enschede/19 December 2013.

NAME AND REGISTERED OFFICE
Article 1.
The association bears the name: STUDY ASSOCIATION WATT.
It is established in ENSCHEDE (address: MH. Tromplaan 28, 7513 AB Enschede,
correspondence address: Postbus 7000, 7500 KB Enschede).
PURPOSE

GOAL
Article 2. 

1. The association aims:
- to represent the academic interests of students of the studies
Technical Physics, Electrical Engineering, Mechatronics, and
Nano-technology study route at Saxion and especially of
the members of the association;
- to stimulate interest in the studies Technical Physics,
Electrical Engineering, Mechatronics, and Nano-technology study
route;
- to enhance knowledge in the interest of the members;
- to facilitate contacts of the members with other
natural scientists and engineers, with society, and among
themselves;
- to promote the studies Technical Physics, Electrical Engineering,
Mechatronics, and Nano-technology study route.
The association seeks to achieve this aim by, among others:

- maintaining contacts with students. Promoting
contacts between these students and staff of the
studies Technical Physics, Electrical Engineering, Mechatronics,
and Nano-technology study route, and maintaining contacts with
these staff members. Maintaining contacts to the extent
useful with other (study) associations and other individuals;
- providing information about the studies Technical Physics,
Electrical Engineering, Mechatronics, and Nano-technology study
route;
- organizing and participating in the organization of, for example,
excursions, conferences, lectures, and symposia;
- organizing relaxing activities for students, especially for the
members;
- utilizing all other lawful means, services, and activities at its disposal.


HONORARY MEMBERS, MEMBERS, DONORS
Article 3.

1. The association recognizes honorary members, members of merit, regular members, and donors. 
Wherever in these articles of association the term "members" is used, it includes regular members, honorary members, and members of merit, unless stated otherwise.

HONORARY MEMBERS:
Honorary members can be both natural persons and legal entities who have rendered exceptional services to the association or society, and are appointed by the general assembly with unanimous votes.
A proposal for such appointment is made by the board or upon a written request from at least ten members.

MEMBERS OF MERIT:
Members of merit can be both natural persons and legal entities who have rendered exceptional services to the association, and are appointed by the general assembly with unanimous votes.
A proposal for such appointment is made by the board or upon a written request from at least ten members.

REGULAR MEMBERS:
Regular members are those who have been admitted to the membership of the association in accordance with the provisions of Article 4.

DONORS:
Donors are individuals or legal entities who, without being members, have declared their willingness to financially support the association. Donors can be both natural persons and legal entities, 
including associations or entities possessing legal personality. The minimum annual contribution is determined by the general assembly or special contractual obligation.
Article 5 is applicable to donors mutatis mutandis.
Donors have such rights as determined by the articles of association and the Bylaws, provided that they do not have the right to vote.

2. The board maintains a register containing the names and addresses of all honorary members, members of merit, regular members, and donors.


APPLICATION AND ADMISSION
Article 4. 

Membership of the association can be obtained by written application to the board.
Members can only be students of the studies mentioned in Article 2, section 1, sub a. The board can decide that students from other studies may also become members.
The application includes at least the initials, name, address, date of birth, and IBAN number of the prospective member.
The board decides on the admission of members.
In case of non-admission by the board, the rejected person can appeal at the next general assembly, which assembly can still decide on admission.


TERMINATION OF MEMBERSHIP
Article 5.

1. Membership terminates:
- by resignation of the member;
- by the death of the member;
- by loss of legal personality of a member-legal entity;
- by termination by the association;
- by expulsion.
- by the termination of the study referred to in Article 2, section 1, sub a, unless otherwise decided by the board.

2. Termination of membership by the member or the association can only occur at the end of the association year, with a notice period of four weeks. 
However, membership can be immediately terminated if it cannot reasonably be expected of the member or the association to continue the membership, 
subject to the provisions of section 6 of this article.

3. Termination in violation of the provisions of the previous section causes membership to end at the earliest permissible time following the date for 
which the termination was given.

4. Termination of membership on behalf of the association is done by the board and can occur when the member, after repeated written reminders, 
has not fully met their financial obligations to the association, as well as when the member no longer meets the requirements set for membership 
by the articles of association.

5. Expulsion from membership can only be pronounced when a member acts contrary to the articles of association, regulations, or decisions of the association, 
or unreasonably harms the association. Expulsion is carried out by the board, which informs the concerned member as soon as possible of the decision, stating 
the reason(s). The individual has the right to appeal to the general assembly within one month after receiving the notification. The appeal will be addressed 
at the next general assembly meeting. During the appeal period and pending the appeal, the member is suspended. A suspended member has access to the meeting 
in which the decision of suspension is discussed and is entitled to speak on the matter. The decision of the general assembly regarding expulsion must be taken 
with at least two-thirds of the valid votes cast.

6. A member is not entitled, through the termination of their membership, to exclude any decision that increases the financial obligations of the members 
concerning them, unless the termination occurs within one month after such a decision has become known to or communicated to the member.

7. When membership ends during the course of an association year, the annual contribution remains due in its entirety nonetheless.


ANNUAL CONTRIBUTIONS
Article 6.

1. Members are obligated to pay an annual contribution, the amount of which will be determined by the general assembly for the members and the minimum amount
 for the donors, taking into account the provisions of Article 3, section 1.

2. The board is authorized to grant full or partial exemption from the obligation to pay the contribution in special cases.

3. Honorary members and members of merit are exempt from payment of the annual contribution.

4. When membership ends during the course of an association year, the annual contribution for the entire year remains due nonetheless.


FINANCIAL RESOURCES
Article 7.

The financial resources of the association consist of:
- Annual contributions from members and donors;
- Receipts from legacies, bequests, and donations;
- Other assets and/or receipts.


BOARD
Article 8.

1. The board consists of at least three members and a maximum of nine members, who are appointed by the general assembly from the members.

2. The appointment of board members is based on one or more binding nominations, except as determined in section 3. Both the board and ten members 
are authorized to create such nominations. The board's nomination is communicated with the invitation to the meeting. A nomination by ten or more members 
must be submitted in writing to the board five days before the start of the meeting.

3. The binding nature of any nomination can be revoked by a decision of the general assembly with at least two-thirds of the votes cast, provided that at least two-thirds of the members are represented.

4. If no nominations have been made, or if the general assembly decides according to the preceding section to revoke the binding nature of the nominations made, the general assembly is free to choose.

5. If there is more than one binding nomination, the appointment will be made from those nominations.


TERMINATION OF BOARD MEMBERSHIP
PERIODIC MEMBERSHIP
SUSPENSION
Article 9.

1. Any board member, even when appointed for a specific term, may be dismissed or suspended by the general assembly at any time. A suspension not followed by a decision of dismissal within 
three months ends by the expiry of that period.

2. Each board member will step down no later than four years after their appointment, according to a schedule of resignation prepared by the board. The outgoing member is eligible for re-election, 
and any member appointed to fill a midterm vacancy will assume the position on that schedule.

3. The board membership also ends:
a. By the termination of the membership in the association;
b. By resignation.


BOARD FUNCTIONS
DECISION-MAKING OF THE BOARD
Article 10.

1. The board designates a chairman, secretary, and treasurer from among its members. The board can appoint substitutes for the chairman, secretary, and treasurer from among its members. 
The positions of secretary and treasurer can be held by the same person.

2. Minutes of each board meeting are prepared by the secretary and will be approved by the board in the next board meeting. The minutes are signed by the chairman and the secretary. 
In deviation from the provisions of the law in this regard, the chairman's judgment about the formation and content of a decision is not decisive, except as provided in Article 17, section 3.

3. Additional rules regarding the meetings and decision-making of the board can be specified in the internal regulations.


BOARD TASK
REPRESENTATION
Article 11.

1. Subject to the limitations imposed by the statutes, the board is responsible for the management of the association.

2. If the number of board members falls below three, the board remains competent. If a vacancy occurs on the board, the open position will be filled by the person or persons appointed 
by the general assembly until the next regular general assembly meeting.

3. The board is authorized, under its responsibility, to have certain parts of its task carried out by committees appointed by the board.

4. The board is authorized, with the approval of the general assembly, to enter into agreements, to acquire, dispose of, or encumber real estate.

5. The absence of the approval mentioned in section 4 of this article can be invoked against third parties.

6. The board also requires the approval of the general assembly for decisions related to:
a. Renting, leasing, and otherwise using or enjoying real estate;
b. Entering into agreements that grant the association a bank credit;
c. Lending funds and borrowing funds, excluding the use of credit granted to the association by a bank;
d. Entering into settlements;
e. Legal proceedings, including arbitration procedures, excluding interim measures that cannot be delayed;
f. Conclusion or modification of employment contracts; and
g. Entering into legal transactions and making investments exceeding a value of ten thousand euros (€10,000), notwithstanding the provisions of items a to f above.

The absence of this approval cannot be invoked by or against third parties.

7. The association is represented:
a. By the entire board
b. By two board members acting jointly.


ANNUAL REPORT
ACCOUNTS AND ACCOUNTABILITY
Article 12.

1. The association's fiscal year, coinciding with the academic year, is equivalent to the study year.

2. The board is obligated to keep records of the financial position of the association in such a way that its rights and obligations can be known at all times.

3. The board presents its annual report during a general assembly meeting to be held within six months after the end of the fiscal year, unless extended by the general assembly. 
The report is accompanied by a balance sheet and a statement of income and expenses, providing an account of the board's management during the preceding year. After the expiration 
of this term, any member can demand this account and accountability from the board through legal means.

4. If a statement by an accountant, as referred to in Article 2:393 section 1 of the Dutch Civil Code, regarding the accuracy of the documents mentioned in the previous section is not 
presented to the general assembly, the general assembly shall appoint a committee of at least two members annually, who shall not be part of the board and the committee must not consist 
of a majority of members who previously held the position of treasurer of the Association.

5. The board is required to provide the committee with any information it requests for its examination, to show it the cash and assets if requested, and to allow access to the association's books and records.

6. The committee examines the documents mentioned in section 1 and section 3.

7. If, according to the committee, this examination requires specific accounting expertise, it may be assisted at the expense of the association by an expert. 
The committee reports its findings to the general assembly.


GENERAL ASSEMBLIES
Article 13.

1. The general assembly holds all powers in the association that are not assigned to the board by law or the statutes.

2. An annual general assembly meeting, called the annual meeting, is held within six months after the end of the fiscal year. 
This meeting includes items such as:
- The annual report and the presentation and accountability as referred to in Article 12, along with the report from the committee mentioned there;
- The appointment of the committee referred to in Article 12 for the current fiscal year;
- Appointment of board members;
- Proposals from the board or members, announced in the notice for the meeting;

3. Other general assembly meetings are held as often as the board deems necessary.

4. General assembly meetings are held outside academic holidays and take place within the municipalities of Enschede or Hengelo (Overijssel).

5. Furthermore, upon a written request by at least a number of members entitled to cast one-tenth of the votes, with a maximum of thirty votes, the board is obliged 
to convene a general assembly meeting within a period of no longer than four weeks, notwithstanding the provisions of Article 13, section 4. If the request is not honored 
within fourteen days, the requestors can convene the meeting themselves, in accordance with the provisions of Article 14.


CONVENING GENERAL ASSEMBLY
Article 14,

1. The general assembly meetings are convened by the board. The notice of the meeting is sent in writing to the addresses of honorary members, members of merit, regular members, and donors, 
according to the membership register mentioned in Article 3, section 2. Written communication also includes electronic means in this context. The notice period for the meeting is at least fourteen days, 
excluding the days of notice and the day of the meeting.

2. The notice of the meeting includes the topics to be discussed, notwithstanding the provisions of Article 1.


ACCESS AND VOTING RIGHTS
Article 15,

1. All honorary members, members of merit, regular members, and donors, or their legally authorized representatives, have access to the general assembly meetings. 
Suspended members and suspended board members do not have access, except to meetings referred to in Article 5, section 5.

2. The meeting decides on the admission of individuals other than those referred to in section 1.

3. All members and supporters have the right to speak during the general assembly meeting, unless the general assembly decides otherwise.

4. Each non-suspended member has one vote.


CHAIRMANSHIP
MINUTES
Article 16.

1. The general assembly meetings are chaired by the president of the association. In the absence of the president, one of the other board members, designated by the board, acts as chairman. 
If the chairman's position is not filled in this manner either, the meeting shall appoint a chairman from among its members.

2. Minutes of each meeting are taken by the person appointed by the chairman for that purpose. These minutes are approved in the next meeting and are signed by the chairman and the person taking 
the minutes as proof of their accuracy.


DECISION MAKING OF THE GENERAL ASSEMBLY
Article 17. 

1. Unless otherwise stipulated in the statutes or by law, all decisions are made by an absolute majority of the votes cast.

2. Blank and invalid votes are considered not to have been cast.

3. The verdict of the chairman of the general assembly, that a decision has been made by the assembly, is conclusive.

4. However, if the accuracy of the verdict mentioned in the third section is challenged immediately after its pronouncement, a new vote shall take place if the majority of the assembly or, 
if the original vote was not conducted individually, a voting member demands it. By this new vote, the legal consequences of the original vote become null and void.

5. Votes on matters are carried out orally, while votes on individuals are conducted in writing. Written votes are conducted using unsigned, sealed ballots. Decision-making by acclamation 
is possible, unless a voting member requests an individual vote.

6. If no one receives an absolute majority of the votes cast in a vote on individuals, a second vote is held between the individuals who received the highest and second-highest numbers of votes. 
The person who garners the majority of the votes cast in the second vote is chosen. If the second vote results in a tie, the decision is made by drawing lots.

7. If votes are tied on a proposal not related to the election of individuals, the proposal is considered rejected.


AMENDMENT OF THE STATUTES
Article 18.

1. Amendments to the association's statutes can only be made if the proposal to that effect is approved by at least three-fourths of the valid votes cast in a meeting where at least two-thirds of the 
eligible members are present or represented.

2. A proposal to amend the statutes must be included on the agenda of the relevant general assembly meeting. Those who issued the notice for the general assembly meeting to discuss such a proposal 
must make a copy of the proposal, including the proposed changes, available for inspection by the members at a suitable location at least five days before the meeting until the end of the day on 
which the meeting is held.

3. If the required number of members is not present or represented at the first meeting, a second general assembly meeting shall be convened within thirty days, but not earlier than ten days, 
during which the decision regarding the amendment to the statutes can be made with a majority of three-fourths of the valid votes cast, regardless of the number of members present or 
represented at the meeting. Only the proposed amendments discussed in the first meeting can be voted on in this second meeting.

4. An amendment to the statutes takes effect only after a notarial deed has been drawn up.


DISSOLUTION AND LIQUIDATION
Article 19.

1. Dissolution of the association can only take place through a decision made by the general assembly.

2. The provisions of sections 1, 2, and 3 of the previous article apply correspondingly.

3. Upon dissolution of the association, in accordance with the provisions of Article 23, Book 2 of the Civil Code, a decision shall be made by the general assembly that passed the 
dissolution resolution regarding any remaining surplus. The destination of any remaining surplus should align as closely as possible with the purpose of the association, unless 
decided otherwise by the aforementioned meeting.


HOUSE RULES
Article 20.

1. The general assembly can establish further rules on all matters it deems appropriate through a house rule.

2. The house rule must not be in violation of the law, including when the law does not contain mandatory provisions, nor in contradiction to the statutes.

3. Changes to the association's house rules are accepted if the proposal to that effect is approved by at least two-thirds of the valid votes cast in a general assembly meeting.


FINAL PROVISION
Article 21.

In all cases not covered by the law or these statutes, the board shall make the decision.