Upon this third day of May of the year two thousand
five came and appeared before me, Paulinus Johannes
Engelbert Marie Steeman, deputizing for his vacant office
of civil law notary of Saba and Sint Eustatius, hereinafter
to be referred to as “civil law notary”:
- Mister IRVING MAURICE BROWN, an engineer, residing
on Sint Eustatius, at Cherry Tree, born on Sint Eustatius,
on June twelfth, nineteen hundred sixty five, married.
- Miss JANA ELAINE MASON, a bookkeeper, residing on
Sint Eustatius, at Hard Time, born in Kansas, United
States of America, on November tenth, nineteen hundred
Respectively vice-president and treasurer of the foundation
“ST. EUSTATIUS NATIONAL PARKS FOUNDATION (STENAPA),
founded on November twenty first, nineteen hundred eighty
eight (November 21, 1988), that at a board meeting held
on Sint Eustatius, on April twenty sixth, two thousand
five, it was decided to make amendments to the articles
of the foundation and to have the articles laid down
in their entirety, including the amendments as follows:
NAME AND SEAT
The foundation bears the name:
ST. EUSTATIUS NATIONAL PARKS FOUNDATION (STENAPA) and
is established on Sint Eustatius, Netherlands Antilles.
Foundation being the translation of the Dutch “Stichting”.
The Foundation is founded for an indefinite period
The purpose of the Foundation is:
- The acquisition, preservation, protection and administration
of parcels of land/water on Sint Eustatius, worthy
of preservation, due to;
a. its scenic beauty and/or presence of flora and
fauna important in scientific and
cultural respect or valuable from a geological or
historical point of view;
b. its purpose to serve for the well being, the education,
and the recreation of the Sint Eustatius population
as well as that of visitors, all this with due observance
of the primary requirement of preservation.
- The Foundation will try to achieve its goals by:
a. buying or acquisition of ownership
or administratorship of individual parcels of
land/water and the buildings and appurtenances possibly
b. administrating, developing, and
protecting the abovementioned parcels in such a way,
that full justice is done to the preservation of its
nature-scientific and cultural values and to the well
being of its visitors;
c. making these parcels accessible
to persons and institutions, who wish to visit,
respectively wish to perform scientific studies, for
a short or long period, for educational or recreational
d. executing or stimulating scientific
research on these parcels, for the benefit of science
itself and for the benefit of administration and preservation
of the natural and cultural
values of these parcels;
e. all other means who can be conducive
to the realization of the above goals.
The financial means of the Foundation will consist
a. the amount set aside;
b. subsidies and/or contributions from
c. contributions and/or donations by
private organization, entities or persons;
e. other revenues.
The purpose of the Foundation is:
- The Foundation is governed by a Board consisting
of an odd number of not less than five (5) and not
more than fifteen (15) members from eighteen years
of age and up.
Election of Board members will be held every two years
and will be held during the first Board meeting in
the month of April.
Board members are eligible for re-election for one
consecutive term only.
The present Board members serve until the April meeting
after they have completed a two year term.
- The number of Board members will be determined with
a majority of two-thirds (2/3) in a Board meeting
in which at least two thirds of the Board members
in function are present.
- In case of a vacancy on the Board, the Board itself
will fill the vacancy at the Board’s discretion.
The replacing Board member will serve till the end
of the term of the Board member he/she replaces and
does not automatically take over the function from
the replaced Board member.
- Membership of the Board will end:
a. on account of death;
b. after resignation by a Board member;
c. after notice in writing by the
Board to the Board member who is due to retire and did not resign;
d. dismissal by the Board, which
needs the approval of two/thirds (2/3) of all the
Board members in a Board meeting;
e. Board member may be dismissed
because of six (6) months consecutive absenteeism.
- If the number of Board members is less than five
(5), the Board continues to be a competent Board in
order to fill the vacancies, however, without prejudice
to the provision of article 6, paragraph 2.
- Members of the Board may not receive any wages
or compensation apart from the reimbursement of expenses
incurred by them for the exercise of their function(s).
- With the exception of the present Board members
who are already nominated in a function, the Board
elects among its members at least a President, a Secretary
and a Treasurer.
- The functions of Secretary and Treasurer may be
fulfilled by one person.
Board members may also have the functions of Vice-President,
substitute secretary, substitute treasurer, commissioner
or any other function. The Vice-President and the
substitutes replace the President, Secretary or Treasurer
in the event they will be prevented from or incapable
of acting as such.
The Secretary is charged with the correspondence,
keeping minutes of meetings, preparing for the annual
reports on the activities of the Foundation. The Treasurer
is charged with the overseeing of the financial administration
and the preparing of the financial statements.
- The Board will as soon as possible appoint a person
who will be charged temporarily with the management
of the Foundation or indicate the way in which such
person will be appointed in the event of impediment
or default of all Board members, as to avoid a vacuum
- The Board is charged with the management of the
- The Foundation has an Executive Board, consisting
of the President, Secretary and Treasurer, which Executive
Board is charged with the daily management of the
- The Board is authorized to buy, sell or encumber
properties. The Board is not allowed to enter into
contracts binding the Foundation as co-debtor, or
as surety or guarantor in any way for the debts of
The Foundation is represented in and out of court by
two jointly acting Board members, one of whom at least
the President or Vice-President.
MARINE PARK MANAGER/WORKING
- The Board will employ one or more Marine Park managers.
- The Board may form a Working Committee, which committee
will then assist the Marine
Parks manager or managers in the daily running of
the National Parks.
The working Committee will be composed of the Executive
Board, third parties, private persons or representatives
of legal entities.
- Operational decisions will be taken by majority
vote of the Working Committee after consultation with
the Marine Park manager(s).
- The Working Committee will meet on a regular basis.
- The Board may also, under its responsibility, authorize
third parties, private persons or bodies, to represent
the Foundation with respect to one or more specific
- The Board may furthermore hire personnel, such as
an office staff in consultation of the Working Committee
and the Marine Park manager(s).
- The Board shall apply all requirements of governmental
authorities whether these requirements are related
to the granting of subsidies or not.
- There will be an annual meeting to be held within
eight (8) months of the end of each fiscal year.
- Board meetings will furthermore be held whenever
deemed necessary by the President or whenever two
Board members lodge a relative written request to
the President stating the items to be considered;
if the President does not comply with such a request
in such a way that the meeting is held within two
days after the request, the applicants themselves
will be entitled to call a meeting with due observance
of the formalities required.
- The meetings will be held on Sint Eustatius.
- The meetings will be presided over by the President;
in case of his absence the Vice-President.
- A Board member may not be represented at a meeting.
- The Board may also pass resolutions without a meeting
being held provided all the Board members have expressed
themselves in respect of the proposal in writing,
including email or fax, and the majority of the Board
members have declared themselves in favor of the proposal
- The Board may pass legally valid resolutions by
a majority of the quorum of Board members provided
that a majority of the Executive Board are present,
except in case of paragraph 5.
- Unless otherwise provided elsewhere in this constitution,
resolutions of the Board are passed by a majority
- Votes on persons will be cast in writing, votes
on matters will be cast orally, unless the majority
of the Board members present decides otherwise.
- Abstentions will be deemed votes not cast.
- In case of equality of votes by voting on persons,
a second voting is held. In case of equality of votes
also by the second voting the decision is taken by
- In cases of equality of votes on matters the President
FINANCIAL YEAR AND REPORTS
- The financial year coincides with the calendar year.
- Per the end of each financial year the books of
the Foundation are closed.
- At the annual meeting the Treasurer will submit
a balance sheet and an account of profits and losses
on the past financial year to the Board.
- In general the Board is obligated to administrate
the assets and debts of the Foundation and the activities
of the Foundation according to the requirements ensuing
from these activities and to save the relevant books,
documents and other data-providers in such a manner
that the rights and obligations of the Foundation
will be known at any time.
Each Board member has the right to inspect the administration
and the books, documents and other data-providers
of the Foundation.
- In accordance with Article 2:15, paragraph 3 of
the Civil Code of the Netherlands Antilles, the Board
is obligated to save all books and documents of the
Foundation during a period of ten (10) years.
AMENDMENT OF THE CONSTITUTION
A resolution to amend the articles of the constitution
shall be passed by a majority of at least two thirds (2/3) of the votes cast in a Board meeting in
which at least three fourths (3/4) of the total of the
Board members are present. Any amendments shall be laid
down by notarial deed.
DISSOLUTION AND LIQUIDATION
- A resolution to dissolve the Foundation may be
passed by the Board and needs the same quorum as required
in case of amendments of the articles of this constitution,
as per article 9.
- After its dissolution, the Foundation continues
to exist as far as this is required for the settlement
and the provisions of this constitution will remain
in force as much as possible.
- The liquidation will be effected by the Board.
The Board may appoint one or more liquidators.
- A possible positive balance of the dissolved Foundation
will as much as possible be spent in accordance with
the object of the Foundation.
- After the end of the liquidation, the books and
records will during a period of ten (10) years be
in the custody of the person(s) appointed as liquidator(s)
of the Foundation at the time when the resolution
to dissolve the Foundation was passed.
The Board may draw up and lay down By-laws to work
out all matters contained in this constitution which
may in no respect be in conflict with the articles of
this constitution. The resolution to approve the By-laws
needs the same quorum as required in the case of amendments
to the articles of the constitution as per article 9.
In all cases not provided for by the law or this constitution
the Board will decide. The appearers are known to me
civil law notary,
WHEREOF THIS DEED
Has been executed on Sint Eustatius, in one original
copy, on the date mentioned in the heading hereof.
After relating the substance of this deed to the appearers,
they declared unanimously to have examined the contents
and not to require a full reading thereof.
Then, after summary reading of this deed, this deed
was signed by the appearers and by me, civil law notary.