Nadácia Konto Orange Foundation Charter

Transcription

1 Nadácia Konto Orange Foundation Charter Part I Basic Provisions Article I Name and registered office of the foundation 1. Name of the foundation Nadácia Konto Orange (hereinafter also the Foundation ) 2. Registered office of the Foundation: Prievozská 6/A, Bratislava, Article II Public benefit purpose for the support of which the Foundation serves The Foundation serves to support the following public benefit purposes: a) development and protection of spiritual values, b) implementation and protection of human rights or other humanitarian objectives, c) protection and creation of environment, d) preservation of natural and cultural values, e) protection and support of health and education, f) protection of rights of children and youth, g) development and support of science, h) development and support of sports, i) help in natural disasters and their prevention, j) humanitarian help for individuals or groups of people who found themselves in a life or health threat k) protection and support of social help. Article III Founder of the Foundation The founder of the Foundation is the company Orange Slovensko, a.s. with its registered office at Prievozská 6/A, Bratislava, reg. No.: , registered in the Commercial Register of the District Court Bratislava I, section Sa, file No.:1142/B. The company Orange Slovensko, a.s. is the single founder of the Foundation. 1

2 Article IV Period for which the Foundation is established The Foundation is established for an indefinite period Article V Persons to which the funds of the Foundation are provided 1. It shall be possible to provide the funds of the Foundation (if it is in compliance with the purpose for the support of which the Foundation serves) to the following entities and natural persons: a) children s homes, b) old people s homes, c) hospices, d) hospitals, e) refuges, f) crisis centres, g) foster care facilities, h) sports organizations and clubs, i) organizers of cultural, educational, sports events, j) municipalities, churches and religious communities, k) individuals or groups of persons who found themselves in a life or health threatening situation and need urgent help when suffering from natural disaster. 2. It shall be possible to provide the funds of the Foundation also to other natural persons or legal entities, however for the purposes mentioned in Article II of this Foundation Charter and under the conditions mentioned in Article XIX of this Foundation Charter. Article VI. Establishment of the Foundation 1. The Foundation was established by the founder of the Foundation mentioned in Article III by signing (officially certified) of this Charter of the Foundation. 2. The Foundation comes into existence on the day of its registration in the register of foundations kept by the Ministry of Interior of the Slovak Republic. 3. Until the registration of the Foundation in the register of foundations its founder or the director of the Foundation shall act in matters related to its establishment unless applicable legal regulations provide otherwise. 2

3 Part II Bodies of the Foundation Article VII Bodies of the Foundation The bodies of the Foundation are: a) Board of Trustees b) director of the Foundation c) auditor. Section I Article VIII Board of Trustees 1. The Board of Trustees is the supreme body of the Foundation. 2. The Board of Trustees a) decides on the termination of the Foundation, b) elects and recalls the chairman and members of the Board of Trustees, elects and recalls the director and auditor of the Foundation, c) decides on changes in the Charter of the Foundation, d) appoints a liquidator, e) annually approves the budget of the Foundation submitted to it by the director of the Foundation, f) decides on the use of the assets of the foundation in compliance with the public benefit purpose of the Foundation and under the conditions provided by this Act and the Charter of the Foundation, g) decides on the increase of the capital of the Foundation, on changes in the subject of the Foundation capital (it shall be obliged to present a written reasoning for this decision), h) decides on the creation of a Foundation fund, approves the final report on the use of means of the Foundation fund or the annual report on the use of the means of the Foundation fund if it has been created for a time exceeding one year or for unlimited time, i) determines the remuneration for the performance in the position of the director of the Foundation, j) decides on other issues which are vested in the powers of the Board of Trustees by applicable legal regulations or the Foundation Charter. 3

4 Article IX. Members of the Board of Trustees 1. Only a natural person capable of legal acts and of good reputation can become a member of the Board of Trustees. A person convicted for an intentional crime is not a person of good reputation. A person to which the funds from the property of the Foundation are provided cannot become a member of the Board of Trustees. The membership in the Board shall not be joined with the position of the director of the Foundation or with a membership in any other body of the Foundation (or with acting in the position of a body of the Foundation). 2. The Board of Trustees shall consist of three members. The members of the Board of Trustees shall be elected by the Board of Trustees with the exception of the first members of the Board of Trustees which shall be appointed by the founder of the Foundation in the Foundation Charter. In case the membership of all members of the Board of Trustees expires new members of the Board of Trustees shall be appointed by the founder of the Foundation. 3. Absolute majority of votes of all members of the Board of Trustees shall be necessary for the election of a member of the Board of Trustees. Any member of the Board of Trustees as well as the founder of the Foundation can nominate candidates for the election of the members of the Board of Trustees. 4. The term of office of the members of the Board of Trustees shall be three years. 5. In case the position of the member of the Board of Trustees becomes vacant the Board of Trustees shall be obliged to elect a new member of the Board of Trustees within 60 days after the vacation of the position. If after the vacation of the position the number of the members of the Board of Trustees drops under three the Board of Trustees cannot accept any decision with the exception of the election of new members until the time when the Board of Trustees is complete. 6. The Board of Trustees shall elect a chairman from among its members who convenes the Board of Trustees and conducts the meetings of the Board of Trustees. The Chairman may charge other member of the Boart of Trustees with convening and conducting the meeting. Absolute majority of votes of all members of the Board of Trustees shall be necessary for the election and recall of the chairman. 7. Membership in the Board of Trustees is a voluntary and unpaid position. The members of the Board of Trustees shall get a reimbursement of documented expenses spent in the performance in their position in accordance with the provisions of a special regulation. 8. The membership in the Board of Trustees shall come to an end a) by the expiration of the term of office, b) by a written resignation delivered to the director of the Foundation or the Board of Trustees, c) by a recall by the Board of Trustees, d) by death. 4

5 Article X. Appointment of the first members of the Board of Trustees The founder of the Foundation has appointed the following persons as the first members of the Board of Trustees: a) Mgr. Iveta Jurigová, born , birth ID No /6780, with permanent residence: Miloslavov-Alžbetin Dvor 515, , district Senec, b) Ing. Natália Pavlová, born , birth ID No /8944, with permanent residence: J. Švermu 27, Michalovce, c) Mgr. Daniel Bradáč, born , birth ID No /6148, with permanent residence: Hviezdoslavova 75, Ivánka pri Dunaji. Article XI Meetings of the Board of Trustees 1. The meetings of the Board of Trustees shall be convened by its chairman in case of need, however at least twice in a calendar year. The meetings of the Board of Trustees shall be attended by the director of the Foundation and the auditor in an advisory capacity. 2. The meeting of the Board of Trustees shall be conducted by its chairman or a member of the Board of Trustees authorized by him. 3. The discussions of the Board of Trustees shall not be public, unless the Board of Trustees decides otherwise. 4. The Board of Trustees shall have a quorum if attended by the absolute majority of its members. In order to adopt a decision the approval of the majority of attending members of the Board of Trustees is necessary unless a valid legal regulation or another provision of the Foundation Charter determine otherwise. The Board of Trustees shall decide in the form of a resolution. 5. The meeting of the Board of Trustees is recorded in the minutes signed by the chairman of the Board of Trustees and by the elected minutes clerk. The minutes are kept in the archives of the Foundation for the period of five years. 6. The members of the Board of Trustees may adopt a decision also outside the meeting of the Board of Trustees with the exception of decisions under Article VIII. clause 2 letters a) and b) of the Foundation Charter. In such case the draft of the resolution of the Board of Trustees shall be submitted to individual members to give their statement including the period within which they have to give the written statement to the draft. If a member fails to give his/her statement within the given period it shall be considered that he/she does not accept it. The chairman of the Board of Trustees shall announce the results of the voting to the members of the Board of Trustees. 5

6 Section II Article XII Director of the Foundation 1. The director of the Foundation is a statutory body managing the activities of the Foundation and acting on its behalf. He/she decides on all matters of the Foundation if they are not assigned to the competence of other bodies of the Foundation by applicable legal regulations of the Foundation Charter. 2. Only a natural person capable of legal acts and of good reputation can become the director. The director of the Foundation must not be a member of the Board of Trustees or any other body of the Foundation. Only a person with permanent residence or a long-term residence in the Slovak Republic may become the director of the Foundation. 3. The director of the Foundation shall be elected and recalled by the Board of Trustees with the exception of the first director of the Foundation who has been appointed by the founder of the Foundation in the Foundation Charter on the establishment of the Foundation (the exception is not applied to the right of the Board of Trustees to recall the director of the Foundation). 4. The term of office of the director of the Foundation shall be three years. 5. The performance in the position of the director of the Foundation shall end a) by the expiration of the term of office, b) by a written resignation from the position, c) by a recall by the Board of Trustees, d) by death. 6. The Board of Trustees shall recall the director of the Foundation if a) under a final judgment of a court he/she was convicted of an intentional crime or under a final judgment he/she was convicted of a crime and the court has not decided in his/her case on conditional postponement of the service of a term of imprisonment, b) he/she has lost the capability of legal acts or his/her capability of legal acts has been restricted 7. The Board of Trustees may recall the director of the Foundation if a) he/she is not able to perform in the position longer than six months based on medical opinion because of his/her health condition, b) he/she does not meet his/her obligations as the director of the Foundation and fails to rectify it even after a written notice of the Board of Trustees, c) he/she has lost the confidence of the Board of Trustees. 8. The director of the Foundation shall have the right to attend the meetings of the Board of Trustees in an advisory capacity. 9. If the Board of Trustees recalls the director of the Foundation in accordance with clauses 6 and 7 of this Article or the director of the Foundation resigns from his/her position the Board of Trustees shall elect a new director of the 6

7 Foundation within 30 days after the position became vacant. Until a new director of the Foundation is elected the chairman of the Board of Trustees shall act on behalf of the Foundation who can carry out only such acts which do not allow postponement. 10. Absolute majority of votes of all members of the Board of Trustees shall be necessary for the election and recall of the director of the Foundation. In accordance with clause 7 letter c) of this Article a two-thirds majority shall be necessary for the recall of the director of the Foundation. Each member of the Board of Trustees may submit a motion for the election or recall of the director of the Foundation. Article XIII Appointment of the first director of the Foundation The founder of the Foundation has appointed the following person as the first director of the Foundation: Ing. Pavol Lančarič, PhD., birth ID No /6732, with permanent residence: Na pažiti 1258/2, Svätý Jur. Part III Article IV Auditor 1. The auditor is the control body of the Foundation. Only a natural person capable of legal acts and of good reputation can become an auditor. The auditor must not be a member of the Board of Trustees or any other body of the Foundation. Only a person with permanent residence or a long-term residence in the Slovak Republic may become an auditor. 2. The auditor shall be elected and recalled by the Board of Trustees with the exception of the first auditor who has been appointed by the founder of the Foundation in the Foundation Charter on the establishment of the Foundation (the exception is not applied to the right of the Board of Trustees to recall the auditor). 3. The period of office of the auditor shall be three years. 4. The performance in the office of the auditor shall end a) by the expiration of the term of office, b) by a written resignation from the position, c) by a recall by a resolution of the absolute majority of all members of the Board of Trustees, d) by death. 5. If the performance in the position of an auditor has been ended by any of the ways mentioned in clause 4 of this Article, the Board of Trustees shall elect a new auditor within 30 days after the position became vacant. 7

8 6. The auditor shall have the right to inspect all documents and records related to the activities of the Foundation, to examine if the books are kept in compliance with applicable legal regulations, if the Foundation carries out its activities in compliance with generally binding legal regulations and the Foundation Charter. 7. The auditor shall have the right to attend the meetings of the Board of Trustees in an advisory capacity. 8. The auditor particularly a) inspects the bookkeeping, b) approves financial statements and the annual report of the Foundation, c) draws the attention of the Board of Trustees to found imperfections and submits motions for their removal. Article XV Appointment of the first auditor The founder of the Foundation has appointed the following person as the first auditor: Ing. Michal Cibira, birth ID No /169, with permanent residence: Demänovská 15, Bratislava. PART III Property of the Foundation and handling the property of the Foundation Article XVI Value of the capital of the Foundation The value of the capital of the foundation is SKK 200,000 (in words two hundred thousand Slovak korunas). Article XVII Value and subject of assets investment invested by the founder in the capital of the Foundation on the establishment of the Foundation On the establishment of the Foundation the company Orange Slovensko, a.s. as the founder of the Foundation invested a monetary investment in the amount of SKK 200,000 (in words: two hundred thousand Slovak korunas). 8

9 Article XVIII Conditions for handling the property of the Foundation 1. The property of the Foundation can be used only in compliance with the public benefit purpose and for the payment of expenses for (costs of) the administration of the Foundation under the conditions specified in this Article. The amount of the expenses for (costs of) the administration of the Foundation shall be determined by the Board of Trustees annually by the end of the calendar year for the next calendar year in the extent necessary to ensure the activities of the Foundation; the first determination of the amount of the expenses (costs) for the year 2008 shall be made by the end of January The expenses for (costs of) the administration of the Foundation include expenses for (cost of) a) protection and capitalization of the assets of the Foundation, b) promotion of the public benefit purpose of the Foundation or the purpose of the Foundation fund, c) operation of the Foundation, d) remuneration for the performance in the position of the director of the Foundation, e) reimbursement of expenses considered as travel costs according to a special regulation, f) salary costs, g) other costs of other activities related to the operation of the Foundation. 3. Expenses for (costs of) administration of the Foundation has to be kept in the books by the Foundation separately. 4. The Foundation must not conduct business with the exception of hiring out real property, organization of cultural, educational, social or sports events, if through these activities its property is used more efficiently and these activities are in compliance with the public benefit purpose of the Foundation. 5. The Foundation shall not conclude agreements on silent partnership. 6. The property of the Foundation must not be used for funding of political parties and political movements or for the benefit of a candidate for an elected position. 7. The property which forms the capital of the Foundation shall not be donated, invested as an investment in a business company, encumbered or used to secure the liabilities of the Foundation or to secure liabilities of third persons. 8. The Foundation shall be obliged to deposit the financial means which are a part of the Foundation capital to the account in a bank or a branch of a foreign bank which has a bank license on the territory of the Slovak Republic. 9. The Foundation shall use the financial means which are a part of the Foundation capital only to buy a) government bonds and treasury bills, 9

10 b) securities accepted for the market of listed securities and units of open-ended mutual funds, c) mortgage deeds, d) certificates of deposit, e) real estates. Article XIX Conditions for providing of the means of the Foundation to third persons 1. Revenues from the assets and other income of the Foundation shall be provided to third persons only for the implementation of a public profit purpose and that on the basis of a decision of the Board of Trustees. 2. The means of the Foundations assigned for the fulfilment of its public profit purpose shall not be provided to the founder, member of the Board of Trustees, director of the Foundation, auditor or persons close to them with the exception of providing the means from the Foundation fund created for an individually determined humanitarian help for an individual or a group of persons who found themselves in a life-threatening situation or who need help urgently when struck by a natural disaster. 3. The person to whom the means of the Foundation were provided shall be obliged to use them exclusively for the public benefit purpose for which they were provided. In case such person does not prove that the means were used for the determined public benefit purpose, when requested by the Foundation to do so, he shall be obliged to return the means to the Foundation immediately. 4. The person to whom the means of the Foundation were provided in contradiction to generally binding legal regulations, Foundation Charter or a decision of the Board of Trustees shall obliged to return them. 5. The Board of Trustees shall have the right to determine other conditions and more detailed criteria for the providing of the means of the Foundation to third persons. PART IV General provisions Article XX Winding up and Termination of the Foundation 1. The Foundation shall cease to exist on the day of its erasure from the register of foundations kept by the Ministry of Interior of the Slovak Republic. Its termination is preceded by winding up of the Foundation with liquidation or without liquidation.the Foundation shall be wound up a) by a decision of the Board of Trustees on winding up of the Foundation 10

11 b) by a decision of a court on winding up of the Foundation, c) by a declaration of bankruptcy or rejection of the motion for declaration of bankruptcy due to lack of property, d) by a decision of the founder of the Foundation if the Board of Trustees does not work at least one year. 3. The Foundation may be wound up with liquidation or without liquidation and liquidation is not required if a) after its winding up the property and obligations of the Foundation pass to another foundation, b) the motion for declaration of bankruptcy was rejected due to lack of property, c) no property of the Foundation remained after the bankruptcy proceedings were completed. 4. The winding up of the Foundation without liquidation when the obligations pass to another foundation may be made by a fusion with another foundation or a merger. 5. The Foundation may be changed to a non-investment fund. On the change the Foundation shall be wound up without liquidation if as of the day of filing the motion for erasure from the register of foundations the requirements for the establishment of a non-investment fund were met. 6. In case of winding up the Foundation with liquidation the liquidator is appointed by the Board of Trustees unless it follows otherwise from applicable legal regulations. The commencement of a liquidation is entered in the register of foundations kept by the Ministry of Interior of the Slovak Republic. During the liquidation the name of the Foundation is used with an addendum in liquidation. Only a natural person may become a liquidator. By registering the commencement of the liquidation of the Foundation in the register of foundations the competence of the director of the Foundation to act on behalf of the Foundation shall pass to the liquidator. The Board of Trustees shall determine a remuneration of the liquidator. The liquidator shall be responsible for the performance of his powers in the same way as the director of the Foundation. The liquidator carries out on behalf of the Foundation only acts leading to the liquidation of the Foundation. If the liquidator finds a prolongation of the Foundation he immediately files a motion for declaration of bankruptcy. The liquidator shall prepare the balance sheet as of the day of commencement of the liquidation of the Foundation and he shall be obliged to send a summary of assets and liabilities of the Foundation to all members of the Board of Trustees. The liquidator shall prepare financial statements as of the day of the end of the liquidation and he shall submit it to the Board of Trustees for their approval along with the final report on the course of the liquidation and the proposal for distribution of the remaining assets. The liquidator shall be obliged to file a motion for erasure of the Foundation from the register of foundations within 30 days after the completion of the liquidation. 7. In case of winding up of the Foundation with liquidation the Foundation capital shall pass to another foundation or to the municipality (in which the Foundation has its registered office), determined by the Board of Trustees. 11

12 Article XXI Final provisions 1. Legal relations not regulated by this Foundation Charter shall be regulated by the appropriate provisions of the generally binding legal regulations, particularly by the Act on Foundations. 2. The Board of Trustees shall decide on any changes in the Foundation Charter. On the basis of a decision of the Board of Trustees an amendment to the Foundation Charter shall be made, signed by the chairman of the Board of Trustees. The signature of the chairman of the Board of Trustees has to be certified. 3. The Board of Trustees may issue more detailed rules regulating the operation of the Foundation by their decisions in compliance with generally binding legal regulations and the Foundation Charter. 4. The Foundation Charter shall come into force and effect on the day of its signing by the founder of the Foundation (the authenticity of the signature shall be certified). In Bratislava, dated illegible signature for the company Orange Slovensko, a.s. Ing. Pavol Lančarič, PhD. general manager 12