By-Laws

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.