A foundation ("stichting" in Dutch) is created by a notarial deed, and that deed contains its statutes: the rules the organisation has to live by. Ours were signed on 24 October 2025 and haven't been changed since.
Statutes are written in the kind of Dutch legalese that is precise but not exactly readable. This page explains, in plain language, what ours actually say, and what we would like to change in a future version. Only the deed itself, which is in Dutch, is legally binding. This page is a summary, not a substitute. The Dutch version of this page quotes the key articles word for word.
The foundation is called Stichting Elemental Foundation and is seated in the municipality of Terneuzen.
This is the important one. The purpose is contributing to and promoting the resilience of society in the broad sense, plus anything that serves that goal.
How we pursue it, per the statutes: by offering nonprofit digital services and products around IT, communication and cybersecurity, with a focus on services where, in the board's judgement, a profit motive doesn't necessarily benefit society. And by helping to provide other basic needs of society, such as food, water and energy, also without a profit motive. The foundation may also perform commercial services for third parties for a fee, to fund the rest.
Two hard limits are written into this same article: the purpose explicitly excludes making payments to the founder or to people who are part of the foundation's bodies, and the foundation has no profit motive. Money that comes in has to go back into the purpose.
The board consists of one or more natural persons (no holding companies sitting on the board), appointed by the board itself, for an indefinite term. A board seat that falls vacant has to be filled within three months. An incomplete board keeps its powers, so the foundation cannot be paralysed by a vacancy.
On money: board members can be reimbursed for reasonable costs, and they are allowed to do actual work for the foundation against a normal market rate. This is a working foundation, not a supervisory club. But whatever a board member receives can never exceed the WNT norm, the Dutch statutory cap on public-sector remuneration. That ceiling is in the statutes on purpose: it's the thing that makes "nonprofit" more than a word.
A board member loses their seat by death, voluntary resignation, dismissal by the court, or dismissal by the remaining board members acting together, at least two of them. Suspension works the same way (at least two others), has to be reviewed within four weeks, and can never last longer than three months.
There is also an "absence or incapacity" clause: if a board member can't be reached for 72 consecutive hours, the others may treat them as temporarily absent and carry on. If all board members are absent, a person designated in advance by the board temporarily takes over. That is a continuity clause, fitting for a foundation about resilience.
Any board member can call a meeting. Meetings are called in writing, at least seven days ahead, with an agenda; email counts as writing. One vote per board member, decisions by absolute majority, tied votes mean the proposal is rejected. A board member can hold a proxy for at most one colleague.
Decisions can also be taken outside a meeting, in writing, but only if all board members vote in favour. Minutes are kept and signed.
Article 4 also contains a conflict-of-interest rule: a board member with a personal interest that conflicts with the foundation's does not take part in the discussion or the vote. If that would make a decision impossible (which, with a small board, it easily could), they may participate after all, but the board must then record in writing what the reasoning behind the decision was.
The board runs the foundation, keeps proper books, and retains those records for seven years. It may buy, sell, encumber and manage registered property, and may bind the foundation as guarantor. Inheritances may only be accepted under the benefit of inventory ("beneficiaire aanvaarding"), so the foundation can never inherit someone else's debts.
The whole board together, or two board members acting jointly of whom at least one is the chair, secretary or treasurer. A single board member cannot represent the foundation, unless the board consists of exactly one person, which is currently the case. The board can also grant a power of attorney to others for specific matters.
The financial year is the calendar year. Within six months of year end, the board draws up a balance sheet and a statement of income and expenditure, and adopts them within one month after that. The deadline can be extended by at most four months for special reasons. The board may have an accountant audit the figures.
The board can adopt one or more "reglementen": internal rules that fill in the detail. They can be changed or withdrawn by the board, and can never conflict with the statutes or the law. This is the pressure valve that keeps us from having to visit a notary for every operational decision.
The board may change the statutes, but only with a two-thirds majority in a meeting where all board members are present or represented. If that meeting isn't complete, a second meeting can be called three to six weeks later, which may decide with two-thirds of the votes cast regardless of attendance. The literal text of the proposed change has to be sent along with the invitation, at least two weeks in advance. A change only takes effect once a notarial deed has been drawn up.
Same procedure as a change of statutes, on top of whatever the law requires.
The board can dissolve the foundation, again under the article 10 procedure. If anything is left over, the board decides where it goes, and that destination must match the foundation's purpose as closely as possible. In other words: a positive balance cannot end up in a private pocket, not even at the end.
An unusual article, and a deliberate one: the statutes designate the domain elementalfoundation.nl as the foundation's central source of online information. If you want to know what the foundation actually is and does, the deed itself points you at a website rather than at a filing cabinet. Changing that domain takes a notary, and that is the point: the domain the deed names stays the authoritative one.
Beyond the articles, the deed records the closing statements: the first financial year ended on 31 December 2025, and the first (and so far only) board member is Dieter Van der Stock, appointed as chair, treasurer and secretary at once: a one-person board, which the statutes explicitly allow.
Changing statutes means a notary and roughly a thousand euro each time, so we collect improvements and do them in batches rather than one at a time. On the list for a future version:
Suggestions are welcome. If you think something here is missing, weak, or open to abuse, we would like to hear it before the next batch goes to the notary.
This is the digital copy ("afschrift") of the notarial deed of incorporation of 24 October 2025, in Dutch. It contains the statutes in full.
Personal data has been blacked out: the founder's name and place of birth are left in, everything else (home address, date of birth, marital status, the foundation's postal address, the notary's signature) is redacted, text and all.
Oprichtingsakte Stichting Elemental Foundation, redacted (PDF, Dutch) →Version history: 24 October 2025, original deed of incorporation. No amendments so far.
If something here is unclear, or you want to know why a particular choice was made, email us at inbox@elementalfoundation.eu.