yayasan pengembangan sumberdaya hutan indonesia · master of business administration, born in solo,...

DEED OF ESTABLISHMENT

YAYASAN PENGEMBANGAN SUMBERDAYA HUTAN INDONESIA

(INDONESIAN FOREST RESOURCES DEVELOPMENT FOUNDATION)

Number: 10.

- On this Monday, 20-02-2012 (twentieth of February, two

thousand and twelve), at 10.25 (twenty five past ten) local

time.

- Appeared before me, RINA UTAMI DJAUHARI, Sarjana Hukum,

Notary in Jakarta, domiciled in Jakarta Selatan City, in the

presence of witnesses whose names will be mentioned in the end

part of this deed:

- Mr. PANTHOM SIDI PRIYANDOKO, born in Samarinda, on 07-06-

1970 (seventh of June, one thousand nine hundred and

seventy), private employee, residing in Samarinda City,

Perumahan Sempaja Lestari Indah, Rukun Tetangga 011, Sempaja

Selatan Village, Samarinda Utara District, the holder of

Resident Identity Card no. 6472050706700003, valid until 07-

06-2013 (seventh of June, two thousand and thirteen),

Indonesian citizen, temporarily staying in Jakarta;

- according to his statement, he is in this case acting by

virtue of 6 (six) powers of attorney, privately made, duly

stamped, and attached to the minutes hereof, dated

respectively:

1. 13-12-2011 (thirteenth of December, two thousand and

eleven) as the agent of and as such is acting for and on

behalf of on behalf of mrs. NUNING SUTJININGSIH BARWA,

Master of Business Administration, born in Solo, on 18-

06-1952 (eighteen of June, one thousand nine hundred

fifty two), private employee, residing in Bekasi City,

Jalan Manggis A/95 Angkasa Puri, Rukun Tetangga 001,

Rukun Warga 003, Jatimekar Village, Jatiasih District,

the holder of Resident Identity Card no.

3276096808520006, valid until 18-06-2013 (eighteenth of

June, two thousand and thirteen), Indonesian citizen;



behalf of Mr. Profesor Doktor MUSTOFA AGUNG SARDJONO,

born in Semarang, on 19-02-1959 (nineteenth of February,

one thousand nine hundred fifty nine), civil servant,

residing in Samarinda City, Jalan Sentosa Dalam 3, Rukun

Tetangga 081, Sungai Pinang Dalam Village, Samarinda

Utara District, the holder of Resident Identity Card no.

6472051902590001, valid until 19-02-2015 (nineteenth of

February, two thousand and fifteen), Indonesian citizen;



behalf of Mrs. Doktoranda TITIK HARTINI, Magister Sains,

born in Sragen, on 28-11-1961 (twenty eighth of

November, one thousand nine hundred sixty one), private

employee, residing in Bekasi City, Jalan Wijaya Kusuma

Raya C-14/3 BJI, Rukun Tetangga 008, Rukun Warga 013,

Bekasi Jaya Village, Bekasi Timur District, the holder

of Resident Identity Card no. 3275016811610005, valid

until 28-11-2015 (twenty eighth of November, two

thousand and fifteen), Indonesian citizen;



behalf of Mrs. Doktor Insinyur SOESILOWATI HADISOESILO,

Master of Science, born in Kediri, on 16-03-1944

(sixteenth of March, one thousand nine hundred forty

four), retired, residing in Yogyakarta City, Demangan

Kidul GK I/4 YK, Rukun Tetangga 015, Rukun Warga 005,

Demangan Village, Gondokusuman District, the holder of

Resident Identity Card no. 3471035603440001, non-

expiring, Indonesian citizen;



behalf of Mr. Doktorandus JOHNY WIJANTA UTAMA, born in

Pontianak, on 25-02-1954 (twenty fifth of February, one

thousand nine hundred fifty four), private employee,

residing in Jakarta, Taman Alfa Indah K2/23, Rukun

Tetangga 007, Rukun Warga 005, Petukangan Utara Village,

Pesanggrahan District, Jakarta Selatan, the holder of

Resident Identity Card no. 09.5310.250254.0227, valid

until 25-02-2014 (twenty fifth of February, two thousand

and fourteen), Indonesian citizen;



behalf of Mr. Insinyur RIDZKI RINANTO SIGIT, Magister

Manajemen, born in Bogor, on 24-04-1971 (twenty fourth

of April, one thousand nine hundred seventy one),

private employee, residing in Bogor City, Jalan Pasang

number 17, Rukun Tetangga 003, Rukun Warga 012,

Gunungbatu Village, Bogor Barat District, the holder of

Resident Identity Card no. 32.7104.240471.0008, valid

until 24-04-2014 (twenty fourth of April, two thousand

and fourteen), Indonesian citizen.

- The appearer is known to me, Notary.

- The appearer acting in his capacity as the agent states that

the principals separate from their properties money in sum of

Rp. 10,000,000.- (ten billion rupiahs).

- that without prejudice to the applicable laws and

regulations as well as to approval of the competent

authorities, the appearer acting in his capacity as

aforementioned states that the principals have agreed and

accepted to establish a foundation under articles of

association as follows:

NAME AND DOMICILE

Article 1

1. This Foundation is named: YAYASAN PENGEMBANGAN SUMBERDAYA

HUTAN INDONESIA (hereinafter referred to as “Foundation”),

having its domicile and head office at Jalan Jati Sari

II/30, Rukun Tetangga 05, Rukun Warga 07, Jati Padang

Village, Pasar Minggu District, Jakarta Selatan City.

2. The Foundation may open branch or representative offices

in other places, both inside and outside the territory of

the Republic of Indonesia, as determined by Board of

Directors upon approval of Board of Commissioners.

PURPOSES AND OBJECTIVES

Article 2

The Foundation’s purposes and objectives are to engage in

social and humanity services.

ACTIVITIES

Article 3

To achieve such purposes and objectives, the Foundation will

carry out the following activities:

1. Social services:

a. formal and non formal institutes.

b. scientific research, especially in the field of non-

wood forest services research and development,

including data gathering, survey, certification study,

piloting, documentation, film making, local wisdom

research and utilization, and cross-countries and

cross-institutions cooperation.

c. comparative study, especially craftsmen exchange

program and non-woods forest commodities processing,

including mentoring and study visit and practice and

related activities.

d. mentoring and activities to improve the knowledge of

small-scale business management and products value

added and services provision for craftsmen, weavers,

farmers, and non-woods forest commodities processing,

including facilitation/mentoring for craftsmen,

farmers and non-woods forest commodities processing in

the establishment of small-scale business groups.

2. Humanity services:

a. environmental preservation related to improvement of

sustainable social welfare, including all activities

carried out on the basis of ‘sustainability’, ‘local

wisdom’, ‘sustainable forest management’,

‘environmental friendly’, etc.

TERM OF ESTABLISHMENT

Article 4

The foundation is established for an indefinite term.

ASSETS

Article 5

1. The Foundation has an initial asset that is set aside from

the Founders’ asset, in form of cash amounting to Rp.

10,000,000.- (ten million rupiahs).

2. In addition to the asset as referred to in paragraph (1),

the Foundation’s asset may come from:

a. non-binding donation or aid,

b. wakaf,

c. grant,

d. bequeathed grant,

e. other gains that do not contravene with the

Foundation’s articles of association and or the

prevailing laws and regulation.

3. All assets of the Foundation shall be used to achieve its

purposes and objectives.

ORGANS OF THE FOUNDATION

Article 6

The Foundation comprises of the following organs:

a. Board of Commissioners;

b. Board of Directors;

c. Board of Supervisors.

BOARD OF COMMISSIONERS

Article 7

1. Board of Commissioners is an organ of the Foundation with

the authority that is not delegated to Board of Directors

or Board of Supervisors;

2. Board of Commissioners consists of one or more member(s)

of Board of Commissioners;

3. If more than one members of Board of Commissioners are

appointed, one of them shall be appointed as President

Commissioner.

4. Members of Board of Commissioners shall be individuals who

are Founder of the Foundation and or who, by resolution of

meeting of Board of Commissioners, are deemed to have high

dedication to achieve the Foundation’s purposes and

objectives;

5. Members of Board of Commissioners shall not be given

salary and/ or allowance by the Foundation;

6. If, for any reason, the Foundation has no member of Board

of Commissioners, within 30 (thirty) days of the vacancy a

joint meeting of Board of Supervisors and Board of

Directors shall be convened to appoint members of Board of

Commissioners;

7. Members of Board of Directors have the right to resign

from their posts by written notice to the Foundation at

least 30 (thirty) days before date of their resignation.

Article 8

1. Service term of Board of Commissioners shall be

indefinite.

2. Post of a member of Board of Commissioners shall

automatically expire, if the member:

a. becomes deceased;

b. resigns by a written notice as referred to in Article

7 paragraph (7);

c. no longer meets the requirements of the legislation;

d. is dismissed by a resolution of Meeting of Board of

Commissioners;

e. is declared bankrupt or put under amnesty by a court

decision;

f. is prohibited from being a member of Board of

Commissioners by the applicable laws and regulations.

3. A member of Board of Commissioners shall not be a member

of Board of Directors and or Board of Supervisors.

DUTIES AND AUTHORITIES OF BOARD OF COMMISSIONERS

Article 9

1. Board of Commissioners has authorities to act for and on

behalf of Board of Commissioners.

2. Authorities of Board of Commissioners cover:

a. resolution on amendments to articles of association;

b. appointment and dismissal of members of Board of

Directors and Board of Supervisors;

c. establishment of general policies of the Foundation in

accordance with its articles of association;

d. validation of work programs and draft annual budget of

the Foundation;

e. resolution on merger or dissolution of the Foundation;

f. validation of annual report;

g. appointment of liquidator in case the Foundation is

dissolved.

3. In event there is only one Commissioner, all duties and

authorities delegated to the President Commissioner or

members of Board of Commissioners hereunder shall also

apply to him/her.

MEETING OF BOARD OF COMMISSIONERS

Article 10

1. Meeting of Board of Commissioners shall be convened at

least once in 1 (one) year, at the latest 5 (five) months

after end of Fiscal Year as the Annual Meeting, as

contemplated in Article 12.

Board of Commissioners may also convene meeting at any

time when deemed necessary at written request of one or

more members of Board of Commissioners, members of Board

of Directors or Members of Board of Supervisors;

2. Notice of Meeting of Board of Commissioners shall be given

by Board of Commissioners by hand or sent by mail with

return receipt, no later than 7 (seven) days before the

meeting is held, without counting date of the notice and

date of the meeting.

3. The notice shall state date, time, place, and agenda of

the meeting.

4. Meeting of Board of Directors shall be held at the

Foundation’s domicile or activity place or other place

within territory of the Republic of Indonesia;

5. If all members of Board of Commissioners are present or

represented, no prior notice is required and the Meeting

may be held at any place and shall be entitled to adopt

lawful and binding resolutions.

6. Meeting of Board of Commissioners shall be chaired by

President Commissioner. In event President Commissioner is

absent or prevented, the Meeting shall be chaired by a

member of Board of Commissioners elected by and among

members of Board of Commissioners who are present.

7. A member of Board of Commissioners may be represented at

the Meeting of Board of Directors only by another member

of Board of Commissioners by virtue of a power of

attorney.

Article 11

1. Meeting of Board of Commissioners shall be legitimate and

entitled to adopt binding resolutions if:

a. attended by at least 2/3 (two thirds) of total number

of Members of Board of Commissioners;

b. In event the quorum as referred to in paragraph (1)

sub-paragraph a. is not achieved, notice of a second

meeting may be made.

c. Notice of second meeting shall be made by no later

than 7 (seven) days prior to the holding of the

meeting excluding the date of the notice and the date

of the meeting.

d. The second meeting shall be held by no earlier than 10

(ten) days and by no later than 21 (twenty-one) days

as of the first meeting.

e. The second meeting shall be valid and entitled to

adopt binding resolutions if it is attended by more

than ½ (one half) of total number of Members of Board

of Commissioners.

2. Resolutions of Meeting of Board of Commissioners shall be

adopted on basis of deliberation to reach consensus.

3. In the event that resolutions on basis of deliberation to

reach consensus are not achieved, resolutions shall be

adopted by affirmative vote of more than 1/2 (one-half) of

number of votes validly cast at the meeting.

4. In case of tied vote, the relevant proposal shall be

rejected.

5. Procedures for voting shall be as follows:

a. every member of Board of Commissioners shall be

entitled to cast 1 (one) vote and 1 (one) additional

vote for every other member of the Board of

Commissioners he/she represents;

b. voting regarding individuals shall be conducted by

sealed unsigned ballots, while voting regarding other

matters shall be conducted orally, unless determined

otherwise by the chair of the meeting without any

objection from those present.

c. abstain and invalid votes shall not be taken into

account in the determination of the total number of

votes cast.

6. For every Meeting of Board of Commissioners, a report

shall be created and it shall be signed by Chair of the

Meeting and Secretary of the Meeting.

7. The signing as contemplated in paragraph (6) shall not be

required if minutes of meeting is made in form of notarial

deed.

8. Board of Commissioners may also adopt valid resolutions

without convening Meeting of Board of Commissioners,

provided that all members of Board of Commissioners have

been notified in writing and all of them approve in

writing on the relevant proposal and sign the

aforementioned approval.

9. Resolutions adopted in such a manner as contemplated in

paragraph (8) shall have the same effect as those validly

adopted at Meeting of Board of Commissioners.

10. In case there is only 1 (one) Commissioner, he/she may

adopt valid and binding resolutions.

ANNUAL MEETING

Article 12

1. Board of Commissioners shall convene an Annual Meeting

every year, no later than 5 (five) months after closing of

the Foundation’s Fiscal Year.

2. In the Annual Meeting, Board of Commissioners shall

conduct:

a. evaluation of preceding year assets, rights and

obligations of the Foundation as a basis for

consideration of projected development of the

Foundation for following year;

b. approval of Annual Report proposed by Board of

Directors;

c. establishment of the Foundation’s general policy;

d. validation of work program and draft annual budget of

the Foundation.

3. Approval of the annual by Board of Commissioners at the

Annual Meeting shall mean giving of full acquittal and

discharge from liabilities to members of Board of

Directors and Board of Supervisors for the managerial and

supervisory duties which have been undertaken during

previous fiscal year, to the extent that such conducts are

reflected in the annual report.

BOARD OF DIRECTORS

Article 13

1. Board of Directors is an organ of the Foundation that

conduct management of the Foundation and shall consist of

at least:

a. a Chairman;

b. a Secretary; and

c. a Treasurer.

2. If there are more than 1 (one) chairman, 1 (one) of them

shall be appointed as General Chairman.

3. If there are more 1 (one) Secretary, 1 (one) of them of

them shall be appointed as General Secretary.

4. If there are more than 1 (one) Treasurer, 1 (one) of them

of them shall be appointed as General Treasurer.

Article 14

1. Persons eligible to be appointed as members of Board of

Directors shall individuals who are capable of taking

legal and have never been declared guilty for causing

injury to the Foundation, public or state by a court

decision within 5 (five) years as of such court decision

has legal binding force.

2. Members of Board of Directors shall be appointed by Board

of Commissioners through Meeting of Board of Commissioners

for a period of 5 (five) years and may be reappointed.

3. Members of Board of Directors may be given salary, wage or

honor if they:

a. are not the founder of the Foundation and not

affiliated to the Founder, Board of Commissioners and

Board of Supervisors; and

b. conduct management of the Foundation directly and

fully.

4. If a post within Board of Directors becomes vacant, within

no later than 30 (thirty) days of the vacancy, Board of

Commissioners shall convene a meeting so as to fill such

vacancy.

5. If all posts within Board of Directors become vacant,

within no later than 30 (thirty) days of the vacancy,

Board of Commissioners shall convene a meeting so as to

appoint new members of Board of Directors, and for the

time being the Foundation shall be managed by Board of

Supervisors.

6. Members of Board of Directors have the right to resign

from their posts by written notice to Board of

Commissioners at least 60 (sixty) days before date of

their resignation.

7. In case of replacement of a member of Board of Directors,

within no later than 30 (thirty) days of date of the

replacement, Board of Commissioners shall submit a written

notification to the Minister of Law and Human Rights of

the Republic of Indonesia and relevant authorities.

8. Member of Board of Directors may not hold double post as

member of Board of Commissioners, Board of Supervisors or

Executive Board.

Article 15

Post of a member of Board of Directors shall expire, if the

member:

1. becomes deceased;

2. resigns.

3. is declared guilty for committing criminal deed by a court

decision with imprisonment of at least 5 (five) years;

4. is dismissed by a resolution of Meeting of Board of

Commissioners;

5. reaches his/her office term.

DUTIES AND AUTHORITIES OF BOARD OF DIRECTORS

Article 16

1. Board of Directors shall be fully responsible to perform

its duties to the interest of the Foundation.

2. Board of Directors shall prepare work program and draft

annual budget of the Foundation for ratification by Board

of Commissioners.

3. Board of Directors shall provide explanation on any

matters inquired by Board of Supervisors.

4. Every member of Board of Directors must in good faith and

full responsibility perform his/her duties by complying

with the applicable laws and regulations.

5. Board of Directors has the right to represent the

Foundation inside and outside the courts with respect to

all matters and in all events, provided that:

a. to borrow or to lend money in the name of the

Foundation (excluding to withdraw the Foundation’s

money in banks);

b. to establish a new business or participate in legal

entities at home or abroad;

c. to deliver or receive assignment of intangible assets;

d. to purchase or otherwise acquire intangible assets in

the name of the Foundation;

e. to sell or otherwise dispose of assets of the

Foundation and pledge / encumber the Foundation’s

assets;

f. to enter into contracts with organizations affiliated

to the Foundation, Board of Commissioners, Board of

Directors and or Board of Supervisors of the

Foundation or an individual who works for the

Foundation, aiming at accomplishing Foundation’s

purposes and objectives.

shall obtain approval of Board of Commissioners.

Article 17

Board of Directors shall not be authorized to represent the

Foundation:

1. to bind the Foundation as credit guarantor;

2. to encumber the Foundation’s asset for purpose of third

party;

3. to enter into contracts with organizations affiliated to

the Foundation, Board of Commissioners, Board of Directors

and or Board of Supervisors of the Foundation or an

individual who works for the Foundation, without aiming at

accomplishing Foundation’s purposes and objectives.

Article 18

1. General Chairman together with a member of Board of

Directors shall be authorized to act for and on behalf of

board of Directors and to represent the Foundation.

2. In event General Chairman is absent or prevented for any

reason whatsoever, of which impediment no evidence to

third parties is required, another chairman together with

General Secretary or if General Secretary is absent or

prevented for any reason whatsoever, of which impediment

no evidence to third parties is required, another chairman

together with another Secretary shall be authorized to act

for and on behalf of board of Directors and to represent

the Foundation.

3. In event there is only one Chairman, all duties and

authorities delegated to General Chairman shall also apply

to him/her.

4. General Secretary shall manage administration of the

Foundation. If there is only one Secretary, all duties and

authorities delegated to General Secretary shall also

apply to him/her.

5. General Treasurer shall manage the finance of the

Foundation. If there is only one Treasurer, all duties and

authorities delegated to General Treasurer shall also

apply to him/her.

6. Sharing of duties and authorities of members of Board of

Directors shall be stipulated by Board of Commissioners

through Meeting of Board of Commissioners.

7. Board of Directors, for a certain conduct, shall be

entitled to appoint one or more persons as its

representative or proxy by power of attorney.

EXECUTIVE BOARD

Article 19

1. Board of Directors shall be authorized to appoint and

dismiss Executive Board of the Foundation by resolution of

Meeting of Board of Directors.

2. Persons eligible to be appointed as members of Executive

Board shall individuals who are capable of taking legal

and have never been declared guilty for causing injury to

the Foundation, public or state by a court decision within

5 (five) years as of such court decision has legal binding

force.

3. Members of Executive Board shall be appointed by Board of

Commissioners through Meeting of Board of Commissioners

for a period of 5 (five) years and may be reappointed,

without prejudice to the right of Meeting of Board of

Directors to dismiss them at any time.

4. Executive Board of the Foundation shall report to Board of

Directors.

5. Executive Board of the Foundation shall receive salary,

upah or honorarium, the amount of which shall be

stipulated by Meeting of Board of Directors.

Article 20

1. In case there is judicial action between the Foundation

and a member of Board of Directors or if personal interest

of a member of Board of Directors is in conflict with the

Foundation’s interest, such member shall not be authorized

to act for and on behalf of Board of Directors as well as

to represent the Foundation, other members of Board of

Directors shall be authorized to act for and on behalf of

Board of Directors as well as to represent the Foundation.

2. In case the Foundation has conflict of interest with

interest of all members of Board of Directors, the

Foundation shall be represented by Board of Supervisors.

MEETING OF BOARD OF DIRECTORS

Article 21

1. Meeting of Board of Directors may be held at any time at

written request of one or more members of Board of

Directors, Board of Commissioners, or Board of

Supervisors.

2. Notice of Meeting of Board of Directors shall be given by

Director who is authorized to represent Board of

Directors.

3. Notice of Meeting of Board of Directors shall be delivered

to each member of Board of Directors by hand or sent by

mail with return receipt, no later than 7 (seven) days

before the meeting is held, without counting date of the

notice and date of the meeting.


the meeting.

5. Meeting of Board of Directors shall be held at the

Foundation’s domicile or activity place.

6. Meeting of Board of Directors may be convened in any other

places within territory of the Republic of Indonesia.

Article 22

1. Meeting of Board of Directors shall be chaired by General

Chairman.

2. In event General Chairman is absent or prevented, the

Meeting shall be chaired by a member of Board of Directors

elected by and among members of Board of Directors who are

present.

3. A member of Board of Directors may be represented at the

Meeting of Board of Directors only by another member of

Board of Directors by virtue of a power of attorney.

4. Meeting of Board of Directors shall be valid and entitled

to adopt binding resolutions if:


of members of Board of Directors;


sub-paragraph a. is not achieved, notice of a second


c. Notice of second meeting shall be made by no later



of the meeting.






than ½ (one half) of total number of Members of Board

of Commissioners.

Article 23

1. Resolutions of Meeting of Board of Directors shall be







rejected.

4. Voting regarding individuals shall be conducted by sealed

unsigned ballots, while voting regarding other matters

shall be conducted orally, unless determined otherwise by

the chair of the meeting without any objection from those

present.

5. Abstain and invalid votes shall not be taken into account

in the determination of the total number of votes cast.

6. For every Meeting of Board of Directors, a minutes shall

be created and it shall be signed by chair of the Meeting

and secretary of the Meeting.



deed.

8. Board of Commissioners may also adopt valid resolutions

without convening Meeting of Board of Commissioners,

provided that all members of Board of Commissioners have






adopted at Meeting of Board of Commissioners.

BOARD OF SUPERVISORS

Article 24

1. Board of Supervisors is an organ of the Foundation with

duties to conduct supervision and to give advice to Board

of Directors in managing the Foundation.

2. Board of Supervisors shall consist of 1 (one) or more

members.

3. If more than one members of Board of Supervisors are

appointed, 1 (one) of them shall be appointed as President

Supervisor.

Article 25

1. Persons eligible to be appointed as members of Executive

Board shall be individuals who are capable of taking legal

and have never been declared guilty for causing injury to

the Foundation, public or state by a court decision within

5 (five) years as of such court decision has legal binding

force.

2. Members of Board of Supervisors shall be appointed by

Board of Commissioners through Meeting of Board of

Commissioners for a period of 5 (five) years and may be

reappointed.

3. If a post within Board of Supervisors becomes vacant,



fill such vacancy.

4. If all posts within Board of Supervisors become vacant,



appoint new members of Board of Supervisors, and for the

time being the Foundation shall be managed by Board of

Directors.

5. Members of Board of Supervisors have the right to resign

from their posts by written notice to Board of

Commissioners at least 60 (sixty) days before date of

their resignation.

6. In case of replacement of a member of Board of

Supervisors, within no later than 30 (thirty) days of date

of the replacement, Board of Commissioners shall submit a

written notification to the Minister of Law and Human

Rights of the Republic of Indonesia and relevant

authorities.

7. Member of Board of Supervisors may not hold double post as

member of Board of Commissioners, Board of Directors or

Executive Board.

Article 26

Post of a member of Board of Supervisors shall expire, if the

member:

(1) becomes deceased;

(2) resigns.

(3) is declared guilty for committing criminal deed by a court

decision with imprisonment of at least 5 (five) years;

(4) is dismissed by a resolution of Meeting of Board of

Commissioners;

(5) reaches his/her office term.

DUTIES AND AUTHORITIES OF BOARD OF SUPERVISORS

Article 27

1. Board of Supervisors shall be in good faith and full

responsibility performs its duties to the benefits of the

Foundation.

2. Chairman of Board of Supervisors and one Member of Board

of Supervisors shall be authorized to act for and on

behalf of Board of Supervisors.

3. Board of Supervisors shall be authorized:

a. to enter the buildings and premises or other places

used by the Foundation;

b. to check documents;

c. check bookkeeping and verify it to the actual cash; or

d. to know all actions taken by Board of Directors;

e. to give warning to Board of Directors.

4. Board of Supervisors dapat temporarily suspend 1 (one) or

more members of Board of Directors if such member(s) act

in contradictory to the articles of association or the

applicable laws and regulations.

5. Such temporary suspension and reasons therefor shall be

notified in writing to the relevant member.

6. Within 7 (seven) days of such suspension, Board of

Supervisors shall provide Board of Commissioners with a

written notification such suspension.

7. Within 7 (seven) days of receipt of the notification as

referred to in paragraph (6), Board of Commissioners must

call the relevant member(s) to hear his/her/her defense.

8. Within 7 (seven) days of date of defense as referred to in

paragraphs (7) and (8), Board of Commissioners by

resolution of Meeting of Board of Commissioners shall

either:

(a) revoke the temporary suspension, or

(b) dismiss the relevant member(s)

9. If Board of Commissioners fails to perform the provisions

pf paragraphs (7) and (8), the temporary suspension shall

be void at law, and the suspended member(s) shall be

entitled to reinstate their initial position.

10. If all members of Board of Directors are temporarily

suspended, for the time being Board of Supervisors shall

manage the Foundation.

MEETING OF BOARD OF SUPERVISORS

Article 28

1. Meeting of Board of Supervisors may be held at any time at

written request of one or more members of Board of

Supervisors or Board of Commissioners.

2. Notice of Meeting of Board of Supervisors shall be given by

Supervisor who is authorized to represent Board of

Supervisors.

3. Notice of Meeting of Board of Supervisors shall be

delivered to each member of Board of Supervisors by hand

or sent by mail with return receipt, no later than 7

(seven) days before the meeting is held, without counting

date of the notice and date of the meeting.


the meeting.

5. Meeting of Board of Supervisors shall be held at the

Foundation’s domicile or activity place.

6. Meeting of Board of Supervisors may be convened in any

other places within territory of the Republic of

Indonesia.

Article 29

1. Meeting of Board of Supervisors shall be chaired by

President Supervisor.

2. In event President Supervisor is absent or prevented, the

Meeting shall be chaired by a Supervisor elected by and

among members of Board of Supervisors who are present.

3. A member of Board of Supervisors may be represented at the

Meeting of Board of Supervisors only by another member of

Board of Supervisors by virtue of a power of attorney.

4. Meeting of Board of Supervisors shall be valid and

entitled to adopt binding resolutions if:


of members of Board of Supervisors;


sub-paragraph a is not achieved, notice of a second


c. Notice of the second meeting shall be made by no later



of the meeting.






than ½ (one half) of total number of Board of

Supervisors.

Article 30

1. Resolutions of Meeting of Board of Supervisors shall be







rejected.





present.



6. For every Meeting of Board of Supervisors, a minutes shall

be created and it shall be signed by chair of the Meeting

and secretary of the Meeting.



deed.

8. Board of Supervisors may also adopt valid resolutions

without convening Meeting of Board of Supervisors,

provided that all members of Board of Supervisors have






adopted at Meeting of Board of Supervisors.

JOINT MEETING

Article 31

1. Joint Meeting means meeting convened by Board of Directors

and Board of Supervisors in order to appoint members of

Board of Commissioners if the Foundation has no members of

Board of Commissioners.

2. Joint Meeting shall be convened by no later than 30

(thirty) days as of the Foundation has no members of Board

of Commissioners.

3. Notice of Joint Meeting shall be made by Board of

Directors.

4. Notice of Joint Meeting shall be delivered to each members

of Board of Directors and Board of Supervisors by hand or

sent by mail with return receipt, no later than 7 (seven)

days before the meeting is held, without counting date of

the notice and date of the meeting.


the meeting.

6. The Joint Meeting shall be held at the Foundation’s

domicile or activity place.

7. The Joint Meeting shall be chaired by Chairman of Board of

Directors.

8. In event Chairman of Board of Directors is absent or

prevented, the Joint Meeting shall be chaired by President

Commissioner.

9. In event Chairman of Board of Directors and President

Commissioner are absent, the Joint Meeting shall be

chaired by a Director or Supervisor present thereat.

Article 32

1. A member of Board of Directors may be represented at the

Joint Meeting only by another member of Board of Directors

by virtue of a power of attorney.

2. A member of Board of Supervisors may be represented at the

Joint Meeting only by another member of Board of

Supervisors by virtue of a power of attorney.

3. Every member of Board of Directors or Board of Supervisors

who presents shall be entitled to cast 1 (one) vote and 1

(one) additional vote for every other member of Board of

Directors or Board of Supervisors he/she represents;





present.



QUORUM AND RESOLUTION OF JOINT MEETING

Article 33

1. a. Joint Meeting shall be valid and entitled to adopt

binding resolutions if attended by at least 2/3 (two

thirds) of total number of members of Board of

Directors and 2/3 (two thirds) of total number of

Members of Board of Supervisors.

b. In event the quorum as contemplated in paragraph (1)

sub-paragraph a. is not achieved, notice of second

Joint Meeting may be made.

c. The notice of second meeting shall be made by no later



of the meeting.





adopt binding resolutions if it is attended by at

least ½ (one half) of total number of Members of Board

of Directors and ½ (one half) of total number of Board

of Supervisors.

2. Resolutions of Joint Meeting shall be adopted on basis of

deliberation to reach consensus.



adopted by affirmative vote of at least 2/3 (two thirds)

of number of votes validly cast at the meeting.

4. For all matters discussed and decided at Joint Meeting,

Minutes of the Meeting shall be created, the validation of

which shall be signed by a Director or a Supervisor

appointed by the meeting.

5. Such Minutes of the Meeting shall serve as legal evidence

to all shareholders and third parties regarding the

resolutions and all eventualities taking place at the

meeting.

6. The signing as referred to in paragraph (4) shall not be

required if the Minutes of the Meeting is drawn up in the

form of a Notarial Deed.

7. Board of Directors and Board of Supervisors may also adopt

valid resolutions without convening Joint Meeting,

provided that all members of Board of Directors and Board

of Supervisors have been notified in writing and all of

them approve in writing on the relevant proposal and sign

the aforementioned approval.



adopted at Joint Meeting.

FISCAL YEAR

Article 34

1. The Foundation’s Fiscal Year shall commence from 1st

(first) of January to 31st (thirty-first) of December.

2. At the end of December every year, the Foundation’s books

shall be closed.

3. For the first time, the Foundation’s fiscal year commences

from the date of this deed and terminates on the thirty

first of December, two thousand and twelve (31-12-2012).

ANNUAL REPORT

Article 35

1. Board of Directors shall prepare a written Annual Report

at the latest 5 (five) months after expiry of the

Foundation’s Fiscal Year.

2. The Annual Report shall contain at least:

a. condition and activities of the Foundation during the

preceding Fiscal Year and results achieved;

b. financial statements comprising of financial position

at end of period, activity report, cash flow statement

and notes to financial statements.

3. Annual report shall be signed by Board of Directors and

Board of Supervisors.

4. In event there is member of Board of Directors or Board of

Supervisors who does not sign the same, he/she must

provide reason therefor in writing.

5. Annual report shall be validated by Board of Commissioners

in Annual Meeting.

6. Summary of the Foundation’s Annual Report shall be

prepared in accordance with the financial accounting

standard then prevailing and published on announcement

board of the Foundation’s office.

AMENDMENTS TO ARTICLES OF ASSOCIATION

Article 36

1. Amendments to articles of association may only be

effectuated by resolution of Meeting of Board of

Commissioners attended by at least 2/3 (two thirds) of

total number of Board of Commissioners.

2. The resolution shall be adopted by deliberation to reach

consensus.



adopted by affirmative vote of at least 2/3 (two thirds)

of number of votes cast at the meeting.

4. In event the quorum as referred to in paragraph (1) is not

achieved, notice of a second meeting may be made by no

earlier than 3 (three) days of the first meeting.

5. The second meeting shall be valid and entitled to adopt

binding resolutions if it is attended by at least ½ (one

half) of total number of Members of Board of

Commissioners.

6. Resolution in the second Meeting shall be valid if agreed

by majority votes of members of Board of Commissioners

present or represented.

Article 37

1. Amendment to articles of association shall be effectuated

by notarial deed and prepared in Indonesian language.

2. Amendment to articles of association can not be made to

the Foundation’s purposes and objectives.

3. Amendment to articles of association with respect to

change of name and activities of the Foundation requires

approval of Minister of Law and Human Rights of the

Republic of Indonesia.

4. Amendment to articles of association with respect to other

matters than that stated in paragraph (3) shall be

sufficiently notified to Minister of Law and Human Rights

of the Republic of Indonesia.

5. Amendment to articles of association shall not be made

when the Foundation is declared insolvent, unless

otherwise approved by Receiver.

MERGER

Article 38

1. Merger of the Foundation may be made by merging 1 (one) or

more foundation(s) with other foundation, and cause the

merging foundation is dissolved.

2. Merger of the Foundation as contemplated in paragraph (1)

may be made in case:

a. incapability of the Foundation to carry out its

activities without supports from other foundation.

b. the merged and merging foundations have same

activities; or

c. the merging foundation has never committed any deed

which in contradictory to its articles of association,

public order and moral.

3. Proposal of merger may be submitted by Board of Directors

to Board of Commissioners.

Article 39

1. Merger of the Foundation may only be made by resolution of

Meeting of Board of Commissioners attended by at least 3/4

(three fourths) of total number of Members of Board of

Commissioners and approved by least 3/4 (three fourths) of

total number of Members of Board of Commissioners present

thereat.

2. Boards of directors of merging and merged foundations

shall prepare a merger plan.

3. The merger plan as contemplated in paragraph (2) shall be

set forth in a draft deed of merger by Board of Directors

of the merging and merged foundations.

4. The draft deed of merger shall obtain approval of boards

of commissioners of the merging and merged foundations.

5. The draft deed as referred to in paragraph (4) shall be

set forth in a deed of merger drawn up in Indonesian

language before a notary.

6. Board of directors of the resulted foundation shall

announce result of the in a daily newspaper of Indonesian

language at the latest 30 (thirty) days as of the merger

is completed.

7. In event merger of the Foundation is followed by

amendments to articles of association that require

approval of Minister of Law and Human Rights of the

Manusia, then deed of amendments to articles of

association shall be submitted to Minister of Law and

Human Rights for approval. The deed of merger shall be

attached.

DISSOLUTION

Article 40

1. The Foundation is dissolved for:

a. expiry of its tenure as specified in the articles of

association;

b. the Foundation’s purposes and objectives have been or

have not been achieved;

c. a court decision with final binding force under the

following grounds;

1. the Foundation infringes public order and moral;

2. the Foundation fails to settle its debts after

being declared insolvent; or

3. the Foundation’s assets can not cover its debts

after the insolvency declaration is revoked.

2. In event the Foundation is dissolved as referred to in

paragraph (1) sub-paragraphs a and b, Board of

Commissioners shall appoint Liquidator to settle its

assets.

3. In event no Liquidator is appointed, Board of Directors

shall act as Liquidator.

Article 41

1. In event the Foundation is dissolved, it can not take

legal action, except for settlement of its assets during

liquidation process.

2. In event the Foundation is under liquidation process, all

outgoing letters shall bear the phrase “under liquidation”

on the backside of the Foundation’s name.

3. In event the Foundation is dissolved by a court decision,

the court shall also appoint Liquidator.

4. In event the dissolution of the Foundation is for

insolvency, law on insolvency shall apply.

5. Provisions on appointment, temporary dismissal, dismissal,

authorities, obligations, duties and responsibilities, and

supervision of Board of Directors shall also apply to the

Liquidator.

6. Liquidator or Receiver appointed to administer assets of

dissolved or wound foundation shall, no later than 5

(five) days of date of appointment, announce the

dissolution of the foundation and its process of

liquidation in a daily newspaper of Indonesian language.

7. Liquidator or Receiver shall, within no later than 30

(thirty) days of end of date of liquidation process,

announce result of the liquidation in a daily newspaper of

Indonesian language.

8. Liquidator or Receiver shall, within no later than 7

(seven) days of end of date of liquidation process, report

the dissolution of the Foundation to Board of

Commissioners.

9. In event the report of the dissolution of the Foundation

as contemplated in paragraph (8) and announcement of

result of liquidation as contemplated in paragraph (7) are

not made, the dissolution of the Foundation shall not

apply to third parties.

USE OF REMAINING ASSET AFTER LIQUIDATION

Article 42

1. Any remaining assets after liquidation shall be assigned

to other foundation that has same purposes and objectives

as the dissolved foundation.

2. The remaining assets after liquidation as referred to in

paragraph (1) may be assigned to another legal entity with

same activities as the dissolved foundation in accordance

with the laws and regulations applicable to such legal

entity.

3. In event the remaining assets after liquidation is not

assigned to other foundation or legal entity as referred

to in paragraphs (1) and (2), such assets shall be

assigned to the state and its use shall be made in

accordance with purposes and objectives of the dissolved

Foundation.

CLOSING PROVISIONS

Article 43

1. Matters not provided for or not sufficiently stipulated

herein will be resolved at Meeting of Board of

Commissioners.

2. Notwithstanding the provisions of Article 7 paragraph (4),

Article 12 paragraph (1), and Article 24 paragraph (1)

hereof concerning procedures for appointment of members of

Board of Commissioners, Board of Directors, and Board of

Supervisors, the following persons are appointed as

members of Board of Commissioners, Board of Directors, and

Board of Supervisors Foundation for the first time:

a. BOARD OF COMMISSIONERS :

- Chairman : Mrs. Doktor Insinyur

SOESILOWATI HADISOESILO,

Magister of Science as

abovementioned;

- Member : Mr. Doktorandus JOHNY

WIJANTA UTAMA as

abovementioned;

b. BOARD OF DIRECTORS :

- Chairman : Mr. Profesor Doktor MUSTOFA

AGUNG SARDJONO as

abovementioned;

- Secretary : Mr. Insinyur RIDZKI RINANTO

SIGIT, Magister Manajemen as

abovementioned;

- Treasurer : Mrs. Doktoranda TITIK

HARTINI Magister Sains as

abovementioned;

c. BOARD OF SUPERVISORS : Mrs. NUNING SUTJININGSIH

BARWA, Master of Business

Administration as

abovementioned.

3. Such appointment of members of Board of Commissioners

Foundation, Board of Directors Foundation and Board of

Supervisors of the Foundation is accepted by the relevant

persons and shall be approved at Meeting of Board of

Commissioners to be convened for the first time after this

Deed is approved by or registered with the competent

authority.

Board of Directors of the Foundation and my staffs, either

collectively or individually, with substitution right are

powered to apply for approval of this deed by the competent

authorities, to restate and make amendment and or addition by

official deed required for such approval, to submit and sign

any applications and documents, to choose legal domicile, and to

take any actions deemed necessary and expedient for the

achievement of the above-mentioned purposes.

IN WITNESS WHEREOF

- This deed is made as minutes and done in Jakarta, on the day

and date as stated at the preamble of this deed, in the

presence of:

1. mrs. MURNININGSIH HANDAYANI, born in Sragen, on 14-09-1983

(fourteenth of September, one thousand nine hundred eighty

three), residing in Depok City, Pedurenan Depok, Rukun

Tetangga 001, Rukun Warga 002, Cisalak Pasar Village,

Cimanggis District, the holder of Resident Identity Card

No. 3276025409830001, valid until 14-09-2013 (fourteenth

of September, two thousand and thirteen);

2. ms. ROKHIMAH HASTUTI, born in Kebumen, on 20-10-1981

(twentieth of October, one thousand nine hundred eighty

one), residing in Kebumen regency, Kranggan Kota, Rukun

Tetangga 01, Rukun Warga 01, Prembun Village, Prembun

District, the holder of Resident Identity Card No.

33.0509.601081.4131, valid until 20-10-2013 (twentieth of

October, two thousand and thirteen);

- both being my staffs, known to me, Notary, and temporarily

staying in Jakarta, as witnesses.

- Immediately after due reading of this deed, the appearer,

the witnesses and I, Notary, execute the same.

-Done with ten changes, namely seven deletions with

replacements and three ordinary deletions.

- Minutes of this deed is duly signed.

- Delivered as copy with the same contents.

[sealed and signed on stamp duty]

RINA UTAMI DJAUHARI, SH

Notary in Jakarta Selatan

yayasan pengembangan sumberdaya hutan indonesia · master of business administration, born in solo,...

Documents