Under the Articles of Association, and specifically under article 8 paragraph
2, the Foundation Board establishes the following regulations :
1. The Foundation Board
The Foundation Board shall be made up of a minimum five members and a
maximum fifteen among whom two at least shall be descendants of the Founder,
if any.
The Foundation Board shall set itself up and add to its numbers by co-option.
Its members shall be elected for a two-year period, and may be re-elected
for several successive terms. Their term of office shall come to an end
in the event of their resignation, dismissal or death, or if they lose
their civil rights.
The Founder and first President shall be appointed Honorary President
without voting right and without management power, when his position as
President shall terminate.
The presidents succeeding to the first President shall be appointed among
the descendants of the first President if they accept the charges resulting
from the position and subject to the Foundation Board's recognition of
their competence and professionalism. The members of the Foundation Board
who shall be descendants of the first President shall have a veto right
on the appointment of a president non issued from the first President.
2. Meetings
The Foundation Board shall meet when convened by the President at least
once a year. Meetings shall be held at the Foundation's headquarters or
elsewhere in Switzerland or abroad, in line with Board members' availability.
The Foundation Board may hold an extraordinary meeting at any time, either
at the request of a majority of its members or when convened by the President,
in the Foundation's best interests.
Notice to attend any meeting shall be sent out one week in advance, notifying
the agenda by letter, fax or electronic mail.
If a member if unable to attend a Board meeting, he may arrange to be
represented by another member, but must provide the latter with a proxy
statement. A member may participate to a meeting by telephone or video
conference if he can be clearly identified.
In an emergency, the President is empowered to reduce the notice period,
stating the reasons for his decision. No notice shall be necessary if
all Board members are present at a meeting or agree to a meeting being
held in their absence, after they had duly taken notice of the agenda.
The Foundation Board reserves the right to have third parties attend
its meetings.
3. Powers
As far as all of the Foundation's business is concerned, the Foundation
Board shall take its decisions in accordance with the provisions of the
deed of foundation and these regulations.
4. Decisions
The Foundation Board may take its decisions where a majority of its members
is present. Its decisions shall be taken by a simple majority of the members
present, article 12 of the Articles of Association being reserved.
The President has the casting vote when there is a tie. The Board may
take its decision by circulating the file in question, unless any of its
members requests a debate, and provided that such decisions are taken
unanimously.
Written minutes of Board meetings shall be kept, and signed by the President
and the Secretary.
5. Signatories Powers'
Board members may enter into binding undertakings on the Foundation's
behalf signing jointly, the President having a individual power of signature.
The Foundation Board may grant special authority to Board members or third
parties to sign singly.
6. Internal appointments
The Foundation Board shall elect its President, Treasurer and Secretary
for a two-year term; the Secretary need not be a Board member. Should
any of the foregoing not complete their term of office, his successor
shall be appointed in this capacity for the remaining term of office.
i) President
The President shall chair all Foundation Board meetings and deal with
any urgent matters arising between meetings, which do not warrant the
convening of an extraordinary meeting.
ii) Secretary
The Secretary shall keep the Minutes of the Foundation Board's meetings.
He shall send out all notices of meetings and other useful notifications,
and take carte of the Foundation's archives. He shall represent the President
at the latter's request and assist him with the task of carrying out his
duties. He shall oversee the execution of the Foundation Board's decisions.
iii) Treasurer
The Treasurer shall manage the Foundation's funds in accordance with its
object and assume the financial execution of decisions taken by the Board.
He shall be responsible for preparing the Foundation's annual financial
statements (balance sheet, profit and loss accounts), which must be approved
by the Board prior to submission to the auditors.
The Treasurer shall prepare a quarterly statement of accounts, setting
out the Foundation's financial position.
Other than payments made to execute a Board decision, the Treasurer shall
not make any withdrawals without the written approval of two Foundation
Board members.
7. Auditors
The Foundation Board shall appoint qualified auditors, external and independent
from the Foundation, to audit the annual accounts of the Foundation, and
to check the latter's compliance with the Articles of Association and
the present regulations.
The auditors shall be appointed for a one-year term, which may be renewed
by tacit agreement for successive one-year periods ending at the Foundation
Board's annual general meeting.
8. Management of Assets and Use of Resources
The Foundation Board shall decide how the Foundation's assets are to be
invested and how its capital and income are to be allocated, with a view
to achieving the object set out in the Articles of Association.
The members shall not be remunerated and shall not be reimbursed of travel
or accommodation expenses. In case of a particular event organized by
the Foundation, such, for instance, a workshop or a conference, the President
shall personally participate to the costs to the maximum of CHF 25'000.--
per year.
Ordinary day to day expenses of the Foundation shall not exceed 10 %
of the annual budget.
9. Amendments
These regulations may be amended, added to or revoked at any time, following
a decision made by 2/3 of the members of the Foundation Board, subject
to the approval of the Supervisory Authority.
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