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Foundation Statutes

Articles of Association — Stichting International Modeling Foundation

Registered in Amsterdam, the Netherlands

About this document

These are the Articles of Association of Stichting International Modeling Foundation, the Dutch public-benefit foundation behind Model ID. They were adopted by notarial deed on incorporation and set out the foundation's object, its board and how it is governed, its finances, and the rules for amendment and dissolution. They are the foundation's highest internal rules — every policy and internal regulation sits beneath them.

Note about this translation

This is an English translation of a document prepared in Dutch. An attempt has been made to translate as literally as possible without jeopardizing the overall continuity of the text. Inevitably, differences may occur in translation and, if they do, the Dutch text governs by law. Dutch legal concepts are expressed here in English terms rather than their original Dutch terms, and may not be identical to concepts described by those English terms under the laws of other jurisdictions.

1Article 1 — Name and registered office

  1. The foundation shall be named Stichting International Modeling Foundation.
  2. The foundation shall have its registered office in the municipality of Amsterdam.

2Article 2 — Object

  1. The object of the foundation is:
    1. to establish and promote global ethical standards for the modeling industry, including both human and AI-generated models, through education, advocacy, digital identity tools, and policy engagement;
    2. to protect models' physical, digital, and economic rights across all platforms and media;
    3. to serve as a neutral, global authority that benefits all stakeholders — models, agencies, brands, governments, and consumers;
    4. to prevent exploitation, abuse, and identity misuse in the modeling and fashion industries;
    5. to promote diversity, inclusion, and mental health support within the industry;
    6. to develop and maintain certification standards for ethical practices in modeling;
    7. to operate globally with initial focus on Europe and North America, expanding worldwide;
    8. and furthermore all that is directly or indirectly connected to or promotional for the aforementioned, all in the broadest sense of the word.
  2. The foundation seeks to achieve its purpose through, among other activities:
    1. developing and maintaining a global ethical certification system for models, agencies, brands, and related stakeholders;
    2. creating and operating the Model ID platform, a blockchain-based digital identity verification and certification system;
    3. processing certification applications and payments through the Model ID platform;
    4. establishing and enforcing safeguarding frameworks to protect vulnerable individuals in the industry;
    5. organizing educational events, workshops, conferences, and summits globally;
    6. publishing research, guidelines, and best practice documents;
    7. establishing partnerships with international institutions, NGOs, governments, and industry bodies;
    8. providing advocacy and policy recommendations to relevant authorities worldwide;
    9. maintaining a public registry of certified entities;
    10. operating with a distributed team globally, with regional representation as needed;
    11. all other lawful activities that support the foundation's purpose.
  3. The foundation operates exclusively for the public benefit and has no profit-making objective.

3Article 3 — Assets

  1. The assets of the foundation shall consist of:
    1. inheritances, donations, gifts and legacies, on the condition that inheritances may only be accepted under the privilege of inventory (beneficium inventarii);
    2. subsidies and grants from governments and institutions;
    3. certification and accreditation fees;
    4. sponsorship and partnership contributions;
    5. income from the foundation's activities, provided these align with its non-profit purpose;
    6. income derived from assets and investments; and
    7. all other acquisitions and revenues.
  2. Neither a natural person nor a legal entity may dispose of the assets of the foundation as if they were his, her or its own assets.
  3. The foundation shall not maintain assets in excess of what is reasonably necessary for the continuity of the activities envisaged in furtherance of its purpose.
  4. Assets required for the continuity of the activities envisaged as referred to in paragraph 3 of this article shall be understood to include:
    1. assets or components thereof acquired by the foundation pursuant to a last will and testament or by way of donation, which, by virtue of the conditions attached to such last will and testament or donation, must be preserved, whether or not in real terms;
    2. assets insofar as their preservation arises from the purpose of the foundation; and
    3. assets and funds held for the intended acquisition of assets, insofar as the foundation reasonably requires such assets for the achievement of its purpose.
  5. In order to finance its purpose, the foundation may carry out activities or provide services at commercial rates, with the aim of generating a positive result to finance activities directed at achieving or promoting its purpose.

4Article 4 — Board

  1. The board of the foundation shall consist of at least three members, with the exception of the first board. The number of members shall be determined — taking into account the stipulation in the previous sentence — unanimously by the board.
  2. The board shall choose from its midst a chairman, a secretary (optional) and a treasurer (optional). The positions of chairman, secretary and treasurer can also be filled by one person.
  3. Board members shall be appointed for a period of three (3) years. After this period they can be reappointed immediately, provided that they may serve no more than two consecutive terms.
  4. If one (or more) vacancy (vacancies) occur on the board, the remaining board members shall unanimously (or the sole remaining board member shall) fill the vacancy (vacancies) by appointing one (or more) successor(s), within three (3) months after the vacancy has (the vacancies have) occurred.
  5. Should one or more members be absent from the board for whatever reason, the remaining members or the sole remaining board member shall nevertheless form a legal board.

5Article 5 — Board meetings and board resolutions

  1. At least one meeting shall be held each calendar quarter.
  2. Also, meetings shall be held each time when deemed desirable by the chairman, or when one of the board members requests such a meeting from the chairman in writing, detailing the items to be discussed. If the chairman fails to comply with this request in such a manner that the meeting can be held within three weeks after the request, the requester shall be entitled to convene such a meeting himself, taking into account the required formalities.
  3. Convocation of the meeting shall be carried out by the chairman — with the exception of the stipulations in paragraph 2 — at least seven days in advance, not counting the day of convocation and the day of the meeting, in writing (which is also understood by electronic means of communication).
  4. The notices of convocation shall state, apart from the place and time of the meeting, the subjects to be discussed. Meetings of the board may also be held by means of telephonic or video conferences, or by any other means of communication, provided that each participating board member can be heard simultaneously by all others and that all members of the board agree to this manner of holding meetings.
  5. The meetings shall be chaired by the chairman of the board; in his absence the meeting itself shall appoint a chairman.
  6. Minutes shall be held of the subjects dealt with in the meetings, by the secretary or by one of the persons present, who has been requested to do so by the chairman. The minutes shall be adopted and signed by those persons who have acted as chairman and secretary in the meeting.
  7. The board can only adopt valid resolutions in a meeting if the majority of the board members in function are present or represented at the meeting. A board member can be represented by another board member in a meeting, by submission of a power of attorney in writing which has been deemed sufficient by the chairman of the meeting. A board member can only act as holder of power of attorney for one other board member.
  8. A board member does not participate in the deliberation and decision-making if he/she has a direct or indirect personal interest that is in conflict with the interest referred to in article 6, paragraph 1. In that case, the decision is taken by the other board members. If the situation arises that all board members / the only board member have / has a direct or indirect personal interest that is in conflict with the interest referred to in article 6, paragraph 1 and as a result no decision can be taken, the decision will be taken by the board, under written record of the considerations underlying the decision.
  9. In the absence or inability to act of one or more board members, but not all board members or the only (remaining) board member, the remaining members, or the remaining member, is entitled to manage the foundation. In the absence or inability to act of all board members or of the only (remaining) board member, the foundation is temporarily managed by a person who, at the request of one or more interested parties, is or has been appointed by the court of the district where the foundation has its registered office. Anyone who, in the absence or inability to act of board members, is designated to carry out the acts of the board members, will be equated with a board member with regard to these acts.
  10. As long as all the board members holding office are present at a board meeting, valid resolutions can be adopted on all subjects that come to the table, provided this is done unanimously, even if the stipulations for convening and holding meetings in the articles of association are not complied with.
  11. The board can also adopt resolutions outside a meeting, provided that all board members have been given the opportunity to express their opinions in writing, by fax, by e-mail or by any other electronic means of communication. For adoption of resolutions outside a meeting the same majorities apply as for adoption of resolutions in a meeting. The secretary will draw up a record of a resolution adopted outside a meeting, attaching the answers received, which will be attached to the minutes after co-signing by the chairman.
  12. Each board member has the right to cast one vote. Insofar as these articles of association do not prescribe a larger majority, all resolutions by the board shall be adopted by an absolute majority of the valid votes cast. In the event of a tie vote the proposal is rejected.
  13. All voting at meetings shall be done orally, unless the chairman wishes voting by ballot, or if one of the persons entitled to vote requests this before the voting takes place. Voting by ballot shall take place by unsigned, closed notes.
  14. Blank votes shall be considered not to have been cast.
  15. In all disputes on votes, which have not been provided for in the articles of association, the chairman shall decide.

6Article 6 — Management authority and activities

  1. The board shall manage the foundation. In the fulfillment of its duties and powers, the board focuses on the purpose and importance of the foundation and the permanent organization.
  2. The board shall be entitled to enter into agreements for the acquisition, sale and encumbrance of registered property and to enter into agreements in which the foundation undertakes to provide surety or act as individual co-debtor, warrants performance by a third party or undertakes to provide surety for the debt of another party.
  3. The board may delegate specific tasks to committees, working groups, or individual board members, provided that ultimate responsibility remains with the board.
  4. The board shall establish and maintain:
    1. a strategic plan outlining the foundation's objectives and activities;
    2. appropriate policies for risk management and internal control;
    3. a code of conduct for board members addressing conflicts of interest;
    4. internal regulations as needed for the foundation's operations.

7Article 7 — Representation

  1. The board shall represent the foundation, unless provided otherwise by law.
  2. The authority to represent the foundation is also given to two members of the board, acting jointly.
  3. The board can grant a power of attorney to one or more board members, as well as to third parties, to represent the foundation within the limits of such a power of attorney.
  4. For international transactions and operations, the board may appoint regional representatives or partners to act on behalf of the foundation within defined geographical areas and limits.

8Article 8 — Termination of board membership

  1. Membership of the board shall be terminated:
    1. upon the death of a board member;
    2. upon reaching the time of resignation;
    3. upon loss of the free administration of his or her assets;
    4. by submitting a resignation in writing (retiring from the board);
    5. upon dismissal pursuant to Article 298 of Book 2 of the Dutch Civil Code; and
    6. by unsolicited dismissal for compelling reasons.
  2. Unsolicited dismissal for compelling reasons may be granted by the board with a two-thirds majority of the votes cast of all other board members at a meeting convened specifically for that purpose. Compelling reasons shall include, but are not limited to:
    1. acting or failing to act in serious violation of these articles of association;
    2. conduct that harms the reputation, interests, or objectives of the foundation;
    3. structural unsuitability or incapacity to perform the duties of a board member;
    4. unresolved conflicts of interest.
  3. A board member who intends to resign from office shall give the board at least one (1) month's written notice, unless the board consents to a shorter period.

9Article 9 — Remuneration of the board

  1. Members of the board shall perform their duties on a voluntary basis and shall not receive any remuneration for their board functions.
  2. Board members shall be entitled to reimbursement of reasonable expenses incurred in the performance of their duties, provided that such expenses are substantiated by proper documentation.
  3. The board may decide to grant board members reasonable compensation for specific activities that exceed usual board duties, provided that such compensation:
    1. is proportionate to the work performed;
    2. does not exceed standards common within the non-profit sector; and
    3. is properly documented and disclosed in the annual accounts.

10Article 10 — Advisory bodies

  1. The board may establish one or more advisory councils, committees, or working groups to advise on specific aspects of the foundation's work.
  2. Such bodies may include:
    1. an International Advisory Council of industry experts;
    2. a Model & Talent Working Group;
    3. a Digital Rights Committee;
    4. a Mental Health Advisory Panel;
    5. other committees as deemed necessary.
  3. The board determines the composition, duties, and procedures of advisory bodies through internal regulations.

11Article 11 — Certification programs

  1. The foundation operates certification programs through the Model ID platform for:
    1. individual models, influencers, and content creators;
    2. modeling and talent agencies;
    3. brands and fashion companies;
    4. photographers and creative professionals;
    5. other relevant industry stakeholders.
  2. The board shall establish detailed certification standards, procedures, and fees through internal regulations, ensuring:
    1. transparent and objective criteria;
    2. fair and consistent application globally;
    3. regular review and updates;
    4. appeals procedures;
    5. public accessibility of standards.
  3. Certification fees shall be structured to:
    1. support the foundation's operations and mission;
    2. remain accessible through tiered pricing based on entity size and location;
    3. include provisions for reduced fees for students, developing countries, and cases of financial hardship;
    4. be collected and processed through the Model ID platform;
    5. be reviewed and adjusted periodically by the board.
  4. All certification activities, including application, review, payment, and credential issuance, shall be managed through the Model ID platform to ensure consistency and security.

12Article 12 — Financial year and annual accounts

  1. The financial year of the foundation shall coincide with the calendar year.
  2. The accounts of the foundation shall be concluded at the end of each financial year. From these accounts the treasurer shall draw up a balance sheet and a statement of income and expenditure over the past financial year.
  3. The board is obliged to maintain records of the foundation's financial position and of all matters concerning the activities of the foundation, in accordance with statutory requirements and in such a manner that the rights and obligations of the foundation can be ascertained at all times.
  4. Within six (6) months after the end of each financial year, the board shall prepare the following documents:
    1. a balance sheet;
    2. a statement of income and expenditure; and
    3. an annual report describing the activities and achievements of the foundation.
  5. The board shall be entitled to engage an accountant to audit the annual accounts.
  6. The board is obliged to retain the records and documents referred to in this article for a period of seven years.

13Article 13 — Internal regulations

  1. The board shall be entitled to adopt internal regulations to regulate those subjects not contained in these articles of association.
  2. Internal regulations may include provisions regarding:
    1. certification procedures and standards;
    2. safeguarding protocols;
    3. committee structures and procedures;
    4. conflict of interest policies;
    5. data protection and privacy procedures;
    6. other operational matters.
  3. The internal regulations may not conflict with statutory provisions, governmental decrees, implementing regulations, administrative orders, or these articles of association.
  4. The board may amend or revoke internal regulations at any time.
  5. The adoption, amendment, or revocation of the internal regulations requires a resolution passed by a qualified majority of the validly cast votes at a meeting in which all board members are present or represented, provided that there are no vacancies on the board.

14Article 14 — Amendment of the articles of association and legal merger

  1. The board shall be entitled to amend these articles of association. The amendment resolution shall only be adopted by a majority of at least two-thirds of the valid votes cast in a meeting in which all board members are present or represented, without any vacancy on the board. If not all board members are present or represented, a second meeting shall be convened. This meeting can adopt an amendment resolution by a majority of at least two-thirds of the valid votes cast, irrespective of the number of board members present or represented.
  2. The amendment shall be implemented by notarial deed subject to being declared void.
  3. The board members shall be obliged to deposit an officially certified copy of the amendment, as well as the amended articles of association, at the office of the Trade Register of the Chamber of Commerce in whose district the foundation has its registered office.
  4. The stipulations in paragraph 1 shall apply mutatis mutandis to a resolution for legal merger and conversion.

15Article 15 — Dissolution and liquidation

  1. The board shall be entitled to dissolve the foundation. The stipulations in article 14, paragraph 1 shall apply to the resolution for dissolution.
  2. The foundation shall continue to exist after its dissolution insofar as necessary for the liquidation of its capital.
  3. The board shall carry out the liquidation.
  4. The liquidators shall ensure that the dissolution of the foundation is recorded in the register as referred to in article 11, paragraph 3.
  5. During the liquidation the stipulations in these articles of association shall remain in force to the fullest extent possible.
  6. Any surplus of the dissolved foundation after liquidation shall be allocated to:
    1. another ANBI organization with a similar purpose;
    2. a foreign organization that exclusively or almost exclusively serves the public benefit and has a similar purpose.
  7. Under no circumstances may any surplus benefit the founders, board members, or any other private individuals.
  8. After the liquidation has been completed, the books and documents of the dissolved foundation shall remain in the custody of the youngest liquidator for seven (7) years.

16Article 16 — Final stipulation

  1. In all cases not provided for in the law or in these articles of association, the board shall decide, in accordance with Dutch law.
  2. These statutes shall be interpreted in accordance with Dutch law. In case of disputes regarding interpretation, the Dutch text prevails.
  3. For the purposes of these articles of association, "in writing" shall be understood to mean any communication conveyed through customary channels of communication, from which a written record can be established.

First board

On incorporation, Ms. Elina Kolibius was appointed as the foundation's first board member, serving as Chairman. The board will be expanded to at least three members in accordance with Article 4.

The original notarial deed is held by the foundation and registered with the Dutch Chamber of Commerce (Kamer van Koophandel). For questions about these statutes, contact info@model-id.com.

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