STATUTE. The Organisation of The Kingdom of Saints Peter & Paul PREAMBLE

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1 STATUTE The Organisation of The Kingdom of Saints Peter & Paul PREAMBLE There are three fundamental principles that have inspired the creation of the Organization of the Kingdom of Saints Peter and Paul: Peace, Love and Spirituality. Peace emanates from the cooperation and by overcoming ethnic, cultural, religious and racial borders, reaching intense cooperation shared by all concerned. Love, when unconditional and universal, overcomes insurmountable barriers; it gives us the strength to forgive and overcome hatred, whch often is the basis of violence. Love-sharing is often difficult, but the joy of love is the very essence of life. Spirituality, the highest expression of the human being, opens the mind and refreshes the soul, regenerates and places it at a ceratin level, distant from the material contingencies that frequently affect and, at times, corrupt our communal living. ARTICLE I NAME The Organization shall be known as The Organisation of the Kingdom of Saints Peter and Paul (acronym): RESAPP NGO; and (in Italian): Organizzazione del Regno dei Santi Pietro & Paolo (acronym): RESAPP ONG ARTICLE II ADDRESS The official address of the Organization shall be: 31-33, Emmanuele Attard Street, St Venera, SVR1311, Malta, or such other address as may be determined by the Board of the Organization. ARTICLE III PRINCIPAL AIMS (a) The Kingdom of Saints Peter and Paul, which is inspired by the principles of the Golden Militia Cavalry of the Knights of St. Peter and the Knights of St. Paul (Article 13 of the Constitution of the Kingdom), has, as one of its primary objectives, the defense of the most vulnerable, carries out works of charity towards the sick, the needy and those homeless, and spreads peace and brotherhood among people in order to free them from their burdens (Articles 14 and 16 of the Constitution of the Kingdom), including means of cooperation with international organizations for the protection of the natural, historical and cultural heritage of these same; (b) The Kingdom of Saints Peter and Paul wants to work in perfect harmony and in line with their own promotional humanitarian activities of cultural, artistic and historical and healthcare interest, which intends to transmit, in order to improve the social and spiritual conditions among the peoples, all over the world. (c) The Kingdom of Saints Peter and Paul, in order to further expand the existing experiences of friendship and support through specific initiatives to promote the protection, preservation and dissemination (diffusion), especially among the younger and elder generations, will engage in 1

2 (d) (e) (f) activities indicated in (b) above, with other regions and those of the Order of Merit of the Kingdom of Saints Peter and Paul. The Kingdom of Saints Peter and Paul shall be autonomous, non-political, not-for-profit charity and shall have a free religious or philosophical orientation. The Kingdom of Saints Peter and Paul aims to promote Humanitarian Projects within the partnerships entered into. The Kingdom of Saints Peter and Paul shall act on its own initiative as sanctioned by the judgment dated 03/07/12 of the International Civil Court Permanent Mission of the European Court of Arbitral Justice of Ragusa, registered under no. 03/2012 of the General Registry of the European Court of Arbitral Justice of Ragusa, irrevocable as from 18/02/13. ARTICLE IV STATUS AND POWERS The Organization of the Kingdom of Saints Peter and Paul pledges: a) to promote a true culture of peace that transcends religions, ethnicities and nationalities, in line with moral and institutional principles of its own constitution; b) to promote global peace in a world in which all people can live in freedom, harmony, cooperation and prosperity; c) to promote mediation between governments, religions and civil society, pursuing development based on universal values; d) to promote a culture of peace through education, sports, the arts, the media and the voluntary sector; e) to promote and encourage inter-faith cooperation; f) to promote the prevention and relief of conflicts; g) to cooperate actively by interacting with all relative national and international organizations, associations and institutions, to promote, in particular, relations and cultural exchanges, and the creation of opportunities for artistic and cultural contests on different themes, according to the resources; h) to promote the active exchange of human resources and information; i) to determine the specific activities of exchange and cooperation in the most diverse fields, especially those of a humanitarian, cultural, artistic, historical and health nature, in order to achieve their objectives; j) to meet regularly with its Partners in order to make any commitment or a permanent partnership; k) to promote the development of joint action programs with the participation of national and international private and public Organisations, aimed at improving the quality of their activities and services; l) to act as a focal point for liaison with the objectives of the institutions of the European Union (EU), the Council of Europe and other European and world organizations, in order to study and 2

3 propose measures to help people through humanitarian projects, sharing the objectives of the Council of Europe and contributing to their achievement; m) to engage in other national and international activities, such as organizing seminars, workshops, meetings, concerts, research and related publications, to achieve the purposes described above, as may be necessary or appropriate, with the assistance of experts and religious leaders in the academic, political, cultural and economic sectors; n) to consider religious freedom as a fundamental right of every human being, thus it is particularly committed to work for the attainment of peace among religions, as a fundamental condition for the realization of world peace; o) the realization of its social objective towards its members and third parties, by: i) appointing "Ambassadors for Peace", ie trainers-peacemakers, who work in the various sectors of social life (eg. school, family, workplace, leisure-time, etc.) to realise tangibly the aims of the association; ii) promoting close co-operation between political, diplomatic and religious leaders, to develop and propose appropriate solutions for the problems of peaceful coexistence in the world, in accordance with the deep ethnic, cultural and religious roots; iii) providing information and documentation through "mass" and "social media" in relation to its institutional activities, including the drafting of proposals to improve the status of the family in society; iv) performing any heritage, economic or fund-raising activity as deemed necessary, useful or appropriate, to achieve its goals; p) to access or obtain public or private support, as well as entering into partnerships with public and private organizations, for the realisation of its activities; ARTICLE V THE BOARD OF ADMINISTRATORS (a) (i) (ii) (iii) (b) (c) (d) The Board of Administrators shall be composed of non-remunerated volunteers and shall include the following posts: President, Vice President and a Secretary, who will also act as CEO. Four other posts shall be initially filled by the Board of Administrators. Their function shall be designated during the first meeting of the Organization. The Board of Administrators delegates to the Chief Executive Officer (CEO), who shall be responsible for the local administration of the Treasury of the Organization, all executive and signing powers to open the relative and respective bank accounts, administering the maintenance thereof, and to enter into the relative contractual agreements, and to conduct the day to day administrative and financial affairs of the Organization, in dealing with local financial and civil authorities. The President (or in his absence the Vice President) and at least two other members of the Board of Administrators shall form a quorum. Decisions shall be adopted by a simple majority of the votes of the members present and voting. The President shall have an initial vote and in the event of an equality of votes, a casting vote. The CEO, if other than the Secretary of the Organization, will be invited to be present at all meetings of the Organization and sit with the Board of Administrators as an observer. 3

4 (e) (f) The Board of Administrators shall convene an Administrative meeting (or a tele-video conference) at least once every nine (9) months, to be held at any determined locality. The post of President shall be for Life and will be succeeded by his legitimate heirs or persons designated by him. The first Administrative officials, members of the Board of Administrators, shall be the following: President: Vice President: Secretary & CEO: Marcello Gentile Sylvia Di Nolfi Philip Chircop Pietro Passariello Nicola Murolo Antonio Romano Giuliano De Santis (g) by (h) The Board of Administrators shall, if it deems necessary, appoint further two administrative officials unanimous consent of the Administrators. All posts of the Board of Administrators shall be triennial and renewable indefinitely, with the exception of the President (and his Hereditary) who is elected for life, as indicated in (f) above. ARTICLE VI - ACCOUNTS The Organisation s accounts are to be audited by an internal Auditor, appointed during the General Meeting. ARTICLE VII - LEGAL REPRESENTATION The legal representation of the Organization is delegated to the Secretary and Chief Executive Officer (CEO), who will function in the following ways: i) within the limit of 2,500 (two thousand and five hundred euros), without authorization of the President, or in his absence, the Board of Administrators, upon written notice to one or another; ii) beyond the limit of 2,500 (two thousand and five hundred euros), the legal representative, for each act of disposal of any kind, must obtain the written permission of the President. Such a condition shall also be applied to the deeds of sale, alienation or acquisition of movable and immovable property, for resulting proceedings or for the promotion of judgment, whether of a criminal, civil, administrative, tax, or any other dispute of any kind, in which it is to find the Organization and for all activities as referred to in Art. IV of the Statute. ARTICLE VIII - AMENDMENTS TO THIS DEED This deed, with the exception of clause (f) of Article V (above), may only be amended during an Extraordinary General Meeting of the Organization by means of a vote of not less than seventy five per cent (75%) of the Administrators of the Organization, and / or following the unconditional recommendation of the respective Administrators. ARTICLE IX - DISSOLUTION OF THE ORGANISATION The Organization may be dissolved after recommendation of the Board of Administrators and decided under terms of Article 8 above and in terms of the Second Schedule of the Civil code of Malta. Upon termination, the Board shall allocate its assets, after paying all its liabilities, to another lawful organization with similar purposes. Dated this day, 2013 in Rome, Italy. 4

5 This statute has been done, read and published by me the undersigned Notary in Malta at Qormi, Mill Street number seven (7), after having duly explained the contents thereof to the parties in accordance to law. Byelaws of the Board of Administrators of The Kingdom of Saints Peter & Paul 1. The Organization is a legal entity that has all the powers vested in any juridical person by virtue of its legal personality as well as, and without any prejudice to the aforementioned powers, the powers specified hereunder: (a) To buy, rent, exchange or acquire by any other title any property or right, privilege, hypothec and servitude on the same property that may be necessary to fulfil the aims of the Organization; (b) To acquire loans, overdrafts, credits and other financial facilities without any limit and to borrow or acquire money in any manner the Board of Administrators deems fit to guarantee the payment of any money borrowed by means of privileges, hypothecs or any other guarantee over the present and future property of the Foundation; (c) To enter into guarantees, contracts of indemnity or surety-ship and to guarantee the obligations contained therein by means of hypothecs, privileges, general and special on all its present and future property; (d) To invest its money in stocks and shares; Every decision referred to in the above paragraphs 1 a), b), c) and d) of these Byelaws must be taken with the prior written approval of the President. 2. A person will not qualify and may not be appointed as a member of the Board of Administrators if: (a) He is interdicted or incapacitated or bankrupt; or (b) He has been found guilty of having committed a crime against public trust or has been found guilty of theft or fraud or of receiving stolen goods or receiving any good fraudulently; or (c) He is a minor; or (d) He is prohibited by law from carrying out the duties of an Administrator. 3. The appointment of a member of the Board of Administrators shall be terminated in the following cases: (a) Upon the dissolution of the Organization; (b) Upon the resignation of the Trustee; (c) If the Trustee is disqualified from his appointment or became unable or could not, for any reason, continue in the administration of the Organization. 4. The Board of Administrators can, by unanimous consent, terminate the appointment of any Administrator if it is found that he acted against the interest and aims of the Organization or if he no longer satisfies the criteria laid down in article 3 of these Byelaws. In this case, the said Administrator cannot participate and vote in the discussions of the Board of Administrators. 5. In the fulfilment of their duties Administrators should seek the interest of the Organization. In particular they should: (a) Not enter into any activities that conflict with the interest of the Organization; (b) Declare any interest they might have in any contract or undertaking with the Organization or abstain from taking a vote when the Board is making a decision where the Administrator has any such interest; (c) Keep all the records of the Organization and in particular keep a minute book containing the minutes of all the meetings held and the resolutions taken, keep a record of all the Organization s activities and keep all the financial records in an appropriate manner. (d) Keep an inventory of the assets of the Organization. (e) Ensure that the operating costs of the Foundation is kept to an absolute minimum and all Administrators, friends and Supporters should bear their own costs in any activity that is undertaken unless specifically agreed otherwise. 6. The Organization shall operate in its affairs and activities to the highest moral and ethical standards so that its activities are transparent and completely defensible. 7. The Board of Administrators shall seek to involve the widest possible community of friends and supporters of the Organization in the active support and promotion of the Organization s purpose. 5