Charter of Foundation of Nadácia Pontis (Pontis Foundation)

Transcription

1 Translation from the Slovak language Charter of Foundation of Nadácia Pontis (Pontis Foundation) Article 1 Preamble The change of the Articles of Association to the Charter of Foundation in compliance with the Section 42, Subsection 1 of the Act No. 34/2002 Coll., full wording. Article 2 Name and Seat of Foundation Name of Foundation: Nadácia Pontis Seat of Foundation: Grösslingova 4, Bratislava Article 3 Community Purpose of Foundation (1) The purpose of the Foundation is as follows: a. Strengthening the participation of inhabitants in the process of democratic decisionmaking by supporting the civil responsibility, applying of civil rights and supporting the co-operation between third sectors (public, business and not-for-profit ones) b. Organising and co-organising, performance and support of conferences, discussions behind round table, discussion clubs in electronic networks and general spreading of information which may educate inhabitants on their rights and civil responsibility within civil education c. Development and support of activities and projects which support the capacity increase of non-governmental organisations to achieve their mission and programme objectives d. Support of programmes of inhabitants education on the meaning of community activities, building of environment supporting firm citizenship, individual philanthropy and education of inhabitants motivating individuals to provide their services and time by means of voluntary programmes e. Organising, co-organising, performance and support of activities supporting the development of the model of community Foundation serving as a tool for inhabitants to participate at identification and solution of problems within their communities f. Development of spiritual values, performance and protection of human rights or other humanitarian objectives, protection and creation of environment, preserving natural and cultural values and support of health and education g. Creation of specific Foundation funds for the support of the Foundation purpose fulfilment. (2) The tools of the Foundation purpose fulfilment: a. Granting and providing financial means for the support of Foundation purpose fulfilment

2 Article 4 Foundation Founder Name: The Foundation for a Civil Society with the seat at: 254 E 68 th Str., Suite 15A, New York, NY 10021, the USA represented by: Wendy W. Luers, President of the Foundation for a Civil Society Article 5 Value of Foundation Equity The value of the Foundation equity is SKK 500,000 (five hundred thousand Slovak Crowns). Article 6 Value and Subject of Property Contribution the Founder Contributed to the Foundation Equity When Founding the Foundation The value of property contribution of the Foundation is SKK 500,000 financial contribution created by the Foundation in compliance with the Section 42, Subsection 1 of the Act No. 34/2002 Coll. Article 7 Period For Which the Foundation Is Founded The founder decided that the Foundation is founded for an indefinite period of time. Article 8 Number of Members of the Foundation Bodies, Term of Office, Manner of Their Election, Manner of Convening, Voting and Negotiating of the Foundation Bodies (1) The Board of Supervisors is the superior body of the Foundation. (2) The Board of Supervisors a. decides on the merger and termination of the Foundation b. elects and withdraws the Chairman and the members of the Board of Supervisors, elects and withdraws the Foundation Administrator and Controller and decides on changes in the Charter of Foundation and approves the international organisational regulations of the Foundation c. appoints the liquidator d. every year it approves the Foundation budget presented to it by the Foundation Administrator e. decides on the use of Foundation assets in compliance with the community purpose of the Foundation and under the terms stipulated by the law and the Charter of Foundation f. decides on the increase of the Foundation equity, on changes in the subject of the Foundation equity g. decides on the creation of the Foundation fund, approves the final report on the use of the means of the Foundation fund or the annual report on the use of means of the Foundation fund if any for the period exceeding one year or for an indefinite period of time h. determines the reward of the Foundation Administrator for the position performance. (3) The Board of Supervisors is obliged to substantiate its resolution in writing pursuant to the Subsection 2, letter f).

3 (4) The Board of Supervisors has seven members. Only a natural entity being fully competent for legal acts may become the member of the Board of Supervisors. The term of office of the member of the Board of Supervisors is two years with the option of two renewals. (5) The Board of Supervisors meets usually every three months, however, minimum once a year and always when convened by the Chairman; the Chairman shall convene it always within 30 days if requested so minimum by two members of the Board of Supervisors or by the Controller. (6) The membership in the Board of Supervisors is incompatible with the position of a Controller or member of other Foundation body. (7) The member of the Board of Supervisors may not be the entity to which the financial means are provided from the Foundation equity. (8) The membership in the Board of Supervisors is a position not paid for. The member of the Board of Supervisors is entitled for the compensation of expenses he/she incurred at the performance of such a position pursuant to a special regulation. (9) A new member of the Board of Supervisors shall be elected for the vacant position of the member of the Board of Supervisors within 60 days by the Board of Supervisors after the position became vacant for the rest of the term of office or for another term of office. If after freeing the position of the member of the Board of Supervisors, the number of the Board of Supervisors members falls under three members, the Board of Supervisors may not except for the election of new members - accept any resolution until it is completed. (10) The proposal for election or withdrawal of the members of the Board of Supervisors may be filed by any member of the Board of Supervisors. (11) The membership in the Board of Supervisors expires by: a. the lapse of the two-year term of office b. a written resignation delivered to the Foundation Administrator or to the Board of Supervisors c. the withdrawal by the Board of Supervisors d. death (12) The Board of Supervisors elects the Chairman who convenes and manages the meetings of the Board of Supervisors from its members. The Chairman may appoint another member of the Board of Supervisors to convene and manage the meeting. (13) The consent of more than a half of all the members of the Board of Supervisors is needed for the election and withdrawal of the Chairman of the Board of Supervisors and election or withdrawal of the members of the Board of Supervisors. (14) The Board of Supervisors has the quorum if more than a half of its members is present. For the resolution to pass, the consent of more than a half of the present members is needed except for cases stipulated under the point 15 of this Article. In case of equality of votes, the Chairman s vote is decisive. (15) The consent of all the members of the Board of Supervisors is needed for the following resolutions to pass: a. resolution on merger or termination of the Foundation b. resolution on the changes in the Charter of Foundation c. resolution on the use of financial means pursuant to the Article 10, Subsection 9.

4 (16) Every member of the Board of Supervisors has the right to propose a candidate for the new member of the Board of Supervisors, Controller or Administrator, or to announce that he/she wishes to be elected for the member of the Board of Supervisors again. Separate voting shall be held on the election of every candidate. (17) The members of the Board of Supervisors may also accept resolutions outside the meetings of the Board of Supervisors except for the resolutions pursuant to the Article 8, Subsection 2, letters a), b) and c). In such a case, the proposal of the resolution of the Board of Supervisors is submitted to the individual members for their comments with the determination of the time period in which they shall provide the written comment on the proposal. If the member does not make the comment within the stated time period, it is understood that he/she does not agree with the resolution proposal. The results of voting shall be announced to the members of the Board of Supervisors by the Chairman of the Board of Supervisors. (18) The Foundation Administrator a. The Foundation Administrator is the statutory body of the Foundation managing the Foundation activity and acting in its name b. decides on all matters of the Foundation if not reserved to the scope of authorisation of other bodies by the law or the Charter of Foundation c. The Foundation Administrator is elected and withdrawn by the Board of Supervisors for the period of two years with the option of repeated appointment d. The Board of Supervisors may limit the right of the Foundation Administrator to act in the name of the Foundation. These limitations are not effective against third persons. e. The Board of Supervisors supervises the work of the Administrator mostly by means of quarterly reports on the Foundation activity as well as the annual financial statements and annual report of the Foundation. f. Minimum once a year, the Board of Supervisors evaluates the work of the Administrator and decides on his/her confirmation in the position or withdrawal pursuant to the Article 8, Subsection 20, letter c). The written minutes shall be prepared on such a resolution. g. The Foundation Administrator may not be a member of the Board of Supervisors or other body of the Foundation. He/She is authorised to participate at the meetings of the Board of Supervisors with advisory vote. h. A natural entity with the permanent residence or long-term stay on the territory of the Slovak Republic may be elected for the position of the Foundation Administrator. (19) The Board of Supervisors shall withdraw the Foundation Administrator if a. he/she is sentenced by a legal resolution of the Court for wilful crime or is legally sentenced for crime and the Court has not decided in his/her case on the conditional deferring of the performance of the punishment by imprisonment b. he/she lost the competence for legal acts and his/her competence for legal acts was limited. (20) The Board of Supervisors may withdraw the Foundation Administrator if a. he/she is not able pursuant to the medical assessment to perform this position for more than six months for medical reasons b. he/she does not meet the obligations of the Foundation Administrator and in the period determined by the Board of Supervisors does not make the correction even after the written warning from the Board of Supervisors c. he/she lost the trust of the members of the Board of Supervisors (21) The Foundation Administrator may resign from his/her position in writing without stating the reason.

5 (22) If the Board of Supervisors withdraws the Foundation Administrator pursuant to the Article 8, Subsections 19 and 20 or if the Foundation Administrator waives his position pursuant to the Article 8, Subsection 21, within 30 days from freeing the position, the Board of Supervisors must elect a new Foundation Administrator. Up to the election of the Foundation Administrator, the Chairman of the Board of Supervisors acts in the name of the Foundation and he/she may only perform such acts which do not suffer any delay. (23) The consent of more than a half majority of all the members of the Board of Supervisors is needed for the election and withdrawal of the Foundation Administrator. In case of withdrawing the Foundation Administrator pursuant to the Article 8, Subsection 20, letter c, more than a half majority of all the members of the Board of Supervisors is needed. (24) Every member of the Board of Supervisors may file the proposal for the election and withdrawal of the Foundation Administrator. (25) Controller a. The Controller is the Foundation controlling body. b. The Controller is elected and withdrawn by the Board of Supervisors by more than a half majority of all the members of the Board of Supervisors. The provisions on the Foundation Administrator apply appropriately to the rights and obligations of the Controller. The term of office of the Controller is three years. c. The Controller is a voluntary position not paid for. The Controller has the right for the compensation of expenses he/she incurs at the performance of this position. d. The Controller has the right to participate at the meetings of the Board of Supervisors with advisory vote. e. The Controller is authorised to view all documents and records relating to the activity of the Foundation and to control whether the bookkeeping is maintain in line with the special regulation, whether the Foundation performs its activity in line with the generally binding legal regulations and Charter of Foundation. f. The Controller mostly fa) inspects the annual financial statements and annual report on the economy and submits his/her comments on them to the Board of Supervisors fb) controls the maintenance of the accounting books and other documents minimum twice a year fc) warns the Board of Supervisors on the found drawbacks and files proposals for their removal fd) proposes convening of the extraordinary meeting of the Board of Supervisors if requested so by an important interest of the Foundation. Article 9 Members of Bodies (1) The members of the first Board of Supervisors are as follows: a. PhDr. Juraj Alner, birth reg. No /062, Žatevná 12, Bratislava b. Prof. JUDr. Peter Blaho, CSc., birth reg. No /761, Jakubíkova 10, Bratislava c. JUDr. Pavol Erben, birth reg. No /213, Znievska 10, Bratislava d. JUDr. Katarína Mathernová, birth reg. No /6530, Mariánska 8, Bratislava e. Ing. František Ružika, birth reg. No /6650, Rúbanisko 3/1, Luenec f. Ing. Viktor Tegelhoff, birth reg. No /153, Osloboditeská 8, Bratislava g. Ing. Peter Werner, birth reg. No /219, Gorkého 8, Bratislava (2) The first Administrator is: Mgr. Lenka Surotchak, birth reg. No /6052, Hviezdoslavova 21, Svätý Jur.

6 (3) The first Controller is: Arpád Lorincz, birth reg. No /8217, ierny chodník 10201/31, Bratislava Article 10 Terms of Dealing with the Foundation Assets The Foundation assets may only be used in line with the community purpose and for the settlement of expenditures (expenses) on the Foundation administration with the following terms. (1) The amount of expenditures (expenses) on the Foundation administration shall be determined by the Board of Supervisors on an annual basis in the essential scope for ensuring the Foundation activity up to December 15 for the next calendar year. (2) The expenditures (expenses) on the Foundation administration include the expenditures (expenses) on a. the protection and value increase of the Foundation assets b. the promotion of community purpose of the Foundation and the purpose of the Foundation fund c. the Foundation operation d. the reward for the performance of the position of Administrator e. the compensations of expenditures pursuant to a special regulation governing the compensation of travelling and catering expenses f. wage expenses g. other expenses directly related with the Foundation operation. (3) The expenditures (expenses) on the Foundation administration shall be maintained by the Foundation separately. (4) The Foundation may not make business except for letting the real estates to lease, organising the cultural, educational, social or sports undertakings if it would use its assets by this activities more efficiently and this activity complies with the community purpose of the Foundation. (5) The Foundation may not enter into the contract on silent partnership. (6) The Foundation assets may not be used for financing the activity of political parties and political movements, nor for the benefit of a candidate for elected position. (7) The assets formed by the Foundation equity may not be donated, provided as a contribution to a business company, mortgage or used to secure the liabilities of the Foundation nor to secure the liabilities of third persons. (8) The Foundation is obliged to deposit the financial means being the part of the Foundation equity to the account in bank or branch of a foreign bank having the banking permit on the territory of the Slovak Republic. (9) The financial means being the part of the Foundation equity may be used by the Foundation only for the purchase of the following: a. state bonds and state treasury bonds b. securities accepted on the market of quoted securities and allotment certificates of open unit trusts c. mortgage bonds d. deposit bonds, deposit certificates and certificates of deposits e. real estates

7 Article 11 Revenues from Assets and Incomes of Foundation (1) The revenues from the Foundation assets are mostly: a. incomes from the lease of the Foundation real estates b. interests from the financial deposits in banks c. revenues from securities. (2) The incomes of the Foundation are mostly the incomes: a. from gifts, grants and contributions of home and foreign natural and legal entities b. from revenues from organising the cultural, educational, social undertakings organised by the Foundation c. from incomes obtained from the economy of the Foundation assets d. from subsidies from the state budget, from the budget of village and/or the state fund e. from incomes from the public collections, lotteries and other similar games f. from heritage g. from revenues from assets pursuant to the point (1). Article 12 Group of People to Whom the Foundation Means Are Provided The group of people to whom the means from the Foundation assets may be provided must be registered pursuant to the Act on Foundation, Act on Non-investment Funds, Act on Gathering of Inhabitants as amended and the Act on Not-for-profit Organisations Providing Community Services. Article 13 Conditions of Providing Means of Foundations to Third Persons (1) The beneficiaries of the means from the Foundation assets must comply with the following terms: a. they must operate in areas having direct relation or supporting the participation of inhabitants in the process of democratic decision-making, educating of inhabitants on their rights and civil responsibility, capacity increasing of non-governmental organisations, development of communities at local level, development of individual and firm philanthropy b. legal entities must be registered pursuant to the valid laws of the Slovak Republic. Article 14 Bookkeeping (1) The Foundation maintains bookkeeping pursuant to the legal regulations valid in the Slovak Republic. (2) The Foundation maintains the means of the Foundation fund separately in its bookkeeping. (3) The annual financial statements shall be audited by auditor.

8 Article 15 Annual Report (1) The Foundation annual report for the preceding year shall be publicly available within the premises of the Foundation seat latest up to May 15. One issue of the annual report shall be sent by the Foundation to the Ministry of Interior of the Slovak Republic to May 31 of the appropriate year. (2) The Foundation shall prepare the annual report for the preceding calendar year up to May 15 of the current year. (3) The Foundation annual report shall mostly include: a. overview of activities performed in the assessed period with the determination of the relation to the purpose for which it has been established b. the annual financial statements and the evaluation of the basic data included in it and the auditor s opinion on the financial statements c. overview of donors if the value of gifts or amount of means from the same donor exceeds SKK 10,000 d. the overview of natural entities and legal entities to whom the Foundation provided the means for the community purpose for which the Foundation has been established and the information in which way the means were used e. the overview of incomes (revenues) pursuant to the sources of their origin f. the position and movement of the Foundation assets and liabilities g. total expenditures (expenses) divided to expenditures by individual types of activities of the Foundation and separately the amount of expenditures (expenses) for the Foundation administration including the resolution of the Board of Supervisors pursuant to the Article X, Subsection 1 and divided pursuant to the Article X, Subsection 2. h. changes made in the Charter of Foundation and in the structure of the Foundation bodies occurred in the assessed period i. the overview of the activity of the Foundation funds along with the overview of the means of the Foundation funds j. the reward of the Foundation Administrator for the position performance k. other data determined by the Board of Supervisors (4) Latest by May 31, the Foundation sends the auditor s opinion for publishing in the Commercial Bulletin. Article 16 Termination of the Foundation (1) The Foundation is terminated: a. by the resolution of the Board of Supervisors b. by the resolution of the Court on the termination of the Foundation c. by the declaration of bankruptcy or refusing the proposal for bankruptcy declaration for insufficiency of assets d. by the resolution of the founder on the termination of the Foundation pursuant to the Section 14, letter f) of the Act on Foundations.

9 Article 17 Foundation Cessation and Manner of Assets Settlement (1) The Foundation ceases to exist by the day of deletion from the Registry. Its cessation is preceded by termination with or without liquidation. (2) For the Foundation termination with or without liquidation the provisions of the Sections 14 and 15 of the Act No. 34/2002 Coll. shall apply appropriately. (3) The liquidation balance shall be transferred to the Foundation which has been established for a similar purpose. The Board of Supervisors shall determine such a Foundation by its resolution. (4) The liquidation is not requested if a. the Foundation assets are transferred to other Foundation after merger b. the proposal for bankruptcy declaration was refused for insufficiency of assets c. no assets remain in the Foundation after the bankruptcy proceedings completion (5) The reward of liquidator shall be appointed by the person that appointed him/her. The expenses on liquidation shall be settled from the Foundation assets. Illegible signature Chairman of the Board of Supervisors (with original Foundation) Duty stamp in the value of SKK 500 Round seal: Ministry of Interior of the Slovak Republic, 8, Oblong seal: Ministry of Interior of the Slovak Republic Change of facts entered in the Registry performed on: May 2, 2003 under the No. 203/Na 96/463 7 Illegible signature JUDr. Oka PLIŠÁKOVÁ Director of Department of Internal Affairs

10 State emblem CERTIFICATE of the signature genuiness According to the Book of certifications of signatures genuiness I hereby certify the genuiness of the signature: JUDr. Pavol ERBEN, birth reg. No.: /213, residing at Znievska 10, Bratislava whose identity was proved in a legal way, who acknowledged the signature appearing on the document to be his own. The Central Register of certified signatures assigned to the signature the serial number O /2003. Bratislava, dated April 28, 2003 Signature: Illegible signature Monika VAŠÍKOVÁ Clerk authorized by the Notary JUDr. Roman Blaho Round seal: JUDr. ROMAN BLAHO, NOTARY, BRATISLAVA, 11, national emblem This is to certify that the presented document is a true copy of the presented original document (certified copy) consisting of 10 pages. It is a complete (partial) copy. The following supplements have been performed in the document: In Bratislava, on May 19, 2003 Illegible signature Stamp: EVA CZINGELOVÁ, clerk authorised by the Notary JUDr. HELENA HRUŠOVSKÁ Round seal: JUDr.HELENA HRUŠOVSKÁ, NOTARY, BRATISLAVA, 4, national emblem