Articles of Association
Article 1 – Name
A foundation is created under articles 80 and ss of the Swiss civil code and the provisions below, with a legal personality to be known as : PISTORIO FOUNDATION (hereinafter referred to as “the Foundation”.
Article 2 – Head office and term
The head office of the Foundation shall be located in Geneva.
It is created for an indefinite period of time.
The foundation shall be entered in the Trade Register and placed under the supervision of the competent authority.
Article 3 – Object
The object of the Foundation shall be to provide an assistance to defavourized children, independently of the race, the religion or the country of origin, in the field of health, nutrition, education and formation, either through direct aids or actions, or through donations or other financial or material supports aimed to humanitarian programs or to charity institutions providing assistance to deprived children, in particular in the less favourized regions on earth, due in particular to wars, disasters, or serious events.
The Foundation shall be a non-profit making organization.
The Foundation shall act either alone or in collaboration with other organizations pursuing similar public utility goals.
The Foundation shall only be entitled to acquire real estate and grant mortgages in cases stipulated by the law.
Article 4 – Funds and Resources
The Foundation’s initial capital shall be created by a contribution of fifty thousands Swiss Francs (CHF 50’000.–). The foundation may receive donations and bequests that the Foundation’s Board is entirely at liberty to accept or refuse without having to justify the reason thereof.
The Foundation shall devote its income to the exclusion of its capital and reserves, to the task of achieving its object in practice, and shall only create any reserves desirable from a sound management point of view, that are required in order to execute a major project, if such a project has been properly defined and decided upon.
Article 5 – Organs of the Foundation
The Foundation’s organs shall be :
- The Foundation Board
- The Advisory Committee
- The Auditors
Article 6 – Foundation Board
The Foundation shall be governed by a Board comprising between five and fifteen members among whom one at least shall be Swiss citizen or citizen from the European Union or from the European Free Trade Association, and domiciled in Switzerland.
Foundation Board members shall serve a two-year term of office.
Each member’s term of office may be renewed when it expires or revoked at any time by the Board, without limitation.
Article 7 – Organization and Decision-making
The Foundation Board shall organize itself and appoint its own President, Treasurer and Secretary; the latter need not be a member of the Foundation Board.
Article 8 – Scope of Activities of the Foundation Board
The Board shall be the Foundation’s supreme body. It shall ensure that the Foundation actually achieves its object. In particular, it is responsible for administering the Foundation, organizing its activity, and appointing the members of the Advisory Committee and the auditors.
The Board may enact further regulations to supplement these Articles of Association, and amend them whenever it sees fit. These regulations and any amendments thereto shall be submitted for the approval of the supervisory authority. The Foundation’s day-to-day administration, and the organization and administration of any specific activity and other powers may be delegated, under the supervision of the Foundation Board, to an authority appointed by the Board, comprising one or more persons.
The Board shall appoint the persons authorized to represent the Foundation vis-à-vis third parties. It shall determine their entitlement, the extent and mode to sign.
Article 9 – The Advisory Committee
The Advisory Committee shall be composed of a number of important figures appointed, with their consent, by the Foundation Board in view of their competence and the support they can provide to the Foundation, to help it achieve its object.
The members of the Advisory Committee shall be appointed for an initial period of one year, and the Foundation Board may decide to renew their term of office.
The Advisory Committee appointed by the Foundation Board shall meet at the request of the Foundation Board to advise and assist this latter on subjects submitted by the Foundation Board. It can also take its decisions by circulation if the Foundation Board so wishes.
The Advisory Committee takes its decisions by a simple majority of its members.
The Advisory Committee does not participate to the decisions of the Foundation Board. It has only a consultative vote which it expresses when required by the Foundation Board. The Foundation Board is free to follow its advice. When the Foundation Board does not adhere to the advice of the Advisory Committee, it shall mention the reasons in writing.
Article 10 – Auditors – Powers
The Foundation’s annual accounts shall be audited by the auditors appointed by the Board at the beginning of each financial year. The auditors shall draw up a written report for the Foundation Board and the supervisory authority.
Article 11 – Accounts and Financial Year
The Foundation Board shall organize the keeping of the Foundation’s accounts, in the form of business accounts.
The Foundation Board shall take note of the auditor’s report, and shall draw up, examine and approve the director’s report and accounts covering the financial year ended, and submit these to the supervisory authority within six months following the end of the financial year.
The Foundation’s financial year shall commence on the first day of January and end on the thirty-first day of December each year.
Article 12 – Amendments to the Foundation’s Articles of Association
The Foundation Board shall be entitled to apply to the competent authority to have these Articles of Association amended, following a decision by 2/3 of its members.
Article 13 – Dissolution
The Foundation Board may decide to dissolve the Foundation in the cases provided for by law. In the event of dissolution, all available assets shall be allocated to the Foundation’s object. The Foundation’s assets shall not under any circumstances be returned to the Founder, nor be used, in whole or in part, or in any way whatsoever, for his benefit.
In the event of dissolution, no measures, and in particular no liquidation measures shall be taken without the express approval of the supervisory authority, which shall give its verdict on the basis of a written report, setting out its reasons.