Bylaws of the foundation Peter De Haan Foundation
With registered seat in Geneva, Switzerland
I. Name, registered seat, duration and purpose
Article 1- Name and supervision
Is created under the name “Peter De Haan Foundation” (hereafter “the foundation”) a foundation governed by Articles eighty and following of the Swiss Civil Code (“SCC”) and the present bylaws.
The foundation is registered with the commercial register of the canton of Geneva, Switzerland, and is supervised by the competent authority.
Article 2 – Registered seat
The foundation’s registered seat is in Geneva, Switzerland.
The Foundation may change its registered seat at any time subject to the approval of the supervisory authority.
Article 3 – Duration
The foundation has been established for an unlimited duration.
Article 4 – Purpose
In Switzerland and in the world, the foundation’s purposes are:
a) to promote the protection of the environment and sustainable development;
b) to promote education;
c) to promote the arts, culture and science; and
d) to promote public health as well as humanitarian and social welfare.
The foundation may do any act and carry out any activity intended to enable it to achieve the above-mentioned objectives. The actions of the foundation will consist in particular of:
a) Support, including via contributions, charitable institutions or public interest institutions, which pursue one or another of the above-mentioned purposes; and
b) Initiate, if necessary in collaboration with third parties, field actions and programs such as the establishment and awarding of prizes, scholarships, or analogous forms of support.
The foundation is not for profit and does not aim to generate financial gain.
The founder expressly reserves the right to change the purpose in accordance with Art. 86a SCC including by way of a testamentary provision.
II. Capital and resources
Article 5 – Capital
The foundation is endowed with an initial capital of ten thousand Swiss francs (CHF 10,000). This capital may be increased at any time by further contributions from the founder, related persons or third parties.
Article 6 – Resources
The foundation’s resources will be:
- Income generated by its wealth;
- Contributions received from the founder or related persons or entities;
- Income from its activities;
- Grants awarded to it;
- Gifts, bequests, legacies and other awards of any kind.
The foundation may hold assets, movable and immovable, including intellectual property rights. The assets of the foundation and the income earned by it shall be used exclusively to promote the purposes of the foundation.
The foundation’s assets must be administered according to accepted business principles. The risk must be diversified. In so doing, the assets must not be jeopardized by speculation. However, the foundation’s assets should not be managed in an overly conservative manner.
Ill. Organisation
Article 7 – Bodies
The foundation’s bodies shall ensure that the foundation’s objectives, as defined by the founder in these bylaws and within the framework of the law, are achieved as effectively and sustainably as possible. They shall ensure that a balanced relationship between management and control is maintained and that transparency is as broad as possible and appropriate to the foundation’s purposes.
The bodies of the foundation are (i) the foundation board, (ii) the management, and (iii) the auditors, insofar as the foundation has not been exempted by the Supervisory Authority from the obligation to appoint auditors. The foundation board may make use of other bodies in accordance with Article 16.
Article 8 – i) Foundation’s board
Election, composition and remuneration
The foundation is managed by a foundation board consisting of at least three members.
The first members are appointed by the founder. Further members shall then be co-opted by the foundation board, the founder having the possibility to propose new members to the foundation board which is free to make the final choice. In consultation with the founder, the foundation board shall, if necessary, define the criteria for the selection of candidates in a regulation.
At least one member of the foundation board must reside in Switzerland.
The members of the management are not members of the foundation board.
The members of the foundation board are appointed for a period of three years, which may be renewed tacitly. The foundation board shall plan the staggered renewal of its members. It shall consider whether an age limit should be introduced.
A member of the foundation board may be dismissed at any time on valid grounds by a qualified majority of two-thirds of the members of the foundation board. Valid grounds for dismissal include, in particular, a breach by the member of his or her obligations towards the foundation or the member’s inability to properly perform his or her duties.
The members of the foundation board act on a pro bono basis, subject to the reimbursement of their actual expenses and travel expenses. Any attendance fees may not exceed those paid to members of official committees. The terms and conditions for the reimbursement of expenses may be specified in a regulation. The payment of compensation or fees is only permissible if they correspond to services rendered for the benefit of the foundation which exceed the usual tasks of foundation board members.
Article 9 – i) Foundation board
Duties and delegation
The foundation board manages the foundation. It defines the foundation’s policy for achieving its purposes, the strategy for implementing this policy and the appropriate organisation. The foundation board periodically evaluates the foundation’s policy, strategy and organisation and monitors its activities. It takes the necessary measures to ensure that all the foundation’s bodies, employees and third parties involved comply with the applicable legal provisions.
In particular, the foundation board has the following inalienable duties:
- Appointment, if necessary, of a subordinate executive body responsible for the day-to-day management of affairs;
- Regulation of the foundation’s right of signature and representation;
- Election and dismissal of the members of the foundation board and the auditors; and
- Approval of the annual accounts.
As the supreme body, it also has all the powers not expressly delegated to another body in the bylaws or regulations of the foundation.
The foundation board may delegate some of its powers and day-to-day administrative tasks to one or more of its members or to third parties.
Article 10 – i) Foundation board
Organisation
The foundation board organises itself. It defines the forms and procedures of work adapted to its activity.
The foundation board shall exercise its powers primarily during its meetings, which shall normally be held at least twice a year. A quorum is at least two members of the foundation board. The foundation board may also meet and take resolutions by teleconference, videoconference or any other means of communication. Two members of the foundation board may request that an extraordinary meeting be convened. The foundation board shall regulate the convening, preparation and conduct of its meetings.
The foundation board appoints among its members a Chairman, a Vice-Chairman and a Secretary. The Secretary does not need to be a member of the foundation board.
The foundation board is headed by the Chairman. If necessary, the duties, powers, responsibilities and term of office of the Chairman shall be laid down in a regulation or directive.
The Chairman shall chair the meetings of the foundation board. They shall ensure that the meetings are prepared and that the members of the foundation board are informed in a timely and appropriate manner. The Chairman shall ensure that procedures are followed during discussions and decision-making and that the decisions of the foundation board are implemented. As a rule, the Chairman is the link to the management.
Article 11 – i) Foundation board
Decision-making
As a general rule, any decision of the foundation board must be approved by a majority of the members present at the meeting. However, a regulation may determine which decisions require a qualified majority. In the event of a tie, the Chairman shall have the casting vote.
Decisions are recorded in the minutes.
Decisions may also be taken or votes taken by circular resolutions, provided that no member requests oral deliberations.
Article 12 – I) Foundation board
Management of conflicts of interests
The foundation board shall determine the rules to be followed in the event of conflicts of interest.
In particular, where a member of the foundation board has a personal interest in a matter discussed at a meeting of the foundation board, that member shall:
a) Indicate to the members that he or she has a personal interest in the matter concerned before discussions on it begin;
b) Withdraw from the meeting during the discussion of the matter in question;
c) Not be counted in the quorum; and
d) Not to take part in the vote on the matter in question.
Article 13 – i) Foundation board
Internal regulations
The foundation board may issue and amend at any time such internal regulations as it deems appropriate, in particular regarding organisational and management matters. It is obliged to submit them to the supervisory authority for approval.
Article 14 – ii) Management
The management
Depending on the needs of the foundation, the foundation board may create a subordinate executive body responsible for the day-to-day management of the foundation’s affairs and delegate to it the broadest powers, with the exception of those prerogatives which are mandatory bylaw.
The foundation board shall determine the duties, powers, responsibilities and remuneration of the management and shall exercise the ultimate supervision over it.
In addition to its operational duties, the management is in charge of the development of the foundation’s activities.
The management manages the foundation’s assets in accordance with the rules laid down by the foundation board and under its supervision.
The management is responsible for financial and liquidity planning in accordance with the rules laid down by the foundation board. It prepares the annual budget, which is approved by the foundation board.
Article 15 – iii) the auditors: Appointment and duties
The foundation board shall appoint an independent external auditor in accordance with the relevant legal provisions to audit the foundation’s accounts each year and submit a detailed report to the foundation board. It also ensures compliance with the foundation’s statutory provisions.
The auditors shall inform the foundation board of any shortcomings uncovered during the performance of their mandate. If these deficiencies are not remedied within a reasonable period of time, it shall inform the supervisory authority.
The foundation may be exempted by the supervisory authority from appointing an auditor.
Article 16 – Other bodies
If necessary, if the foundation board does not exercise certain powers itself, if specific expertise is required or if an additional supervisory body is needed, the foundation t board may call on permanent or ad-hoc advisory boards or other foundation bodies.
The duties, powers and responsibilities of the advisory boards or other bodies of the foundation must be determined in a regulation.
Article 17 – Liability of the bodies
The foundation’s assets alone are liable for its obligations. The members of the foundation board are not personally liable for the debts of the foundation, nor are they liable with their assets.
All persons entrusted with the administration, management or auditing of the foundation are personally liable for any damage they may cause to the foundation as a result of any intentional or negligent misconduct.
If several persons are obliged to make good a loss, each is jointly and severally liable with the others only to the extent that the loss can be attributed to them personally on account of their own fault and the circumstances.
IV. Accounts
Article 18 -Accounting year
The accounting year is the calendar year. The first accounting year shall end on 31 December 2024.
Article 19 – Annual accounts
The annual accounts, consisting of a balance sheet and a profit and loss account as well as a management report, are drawn up at the end of each financial year.
The annual accounts must provide a complete, transparent and true picture of the financial situation. They must be kept up to date and allow comparison with the accounts of previous years.
V. Amendment of the Bylaws and Liquidation
Article 20 – Amendment of the bylaws at the request of the founder
The founder reserves his right to amend the purposes of the foundation, including through testamentary dispositions, when at least ten years have elapsed since the foundation was established or since the last amendment requested by the founder, subject to the respect of the charitable nature of the purposes.
Article 21 – Amendment of the bylaws at the request of the foundation board
The foundation board shall be entitled to propose to the supervisory authority, for prior approval, any amendments to the deed of foundation or the bylaws pursuant to Articles 85, 86 and 86b of the SCC.
Article 22 – Dissolution
The foundation may only be dissolved for the reasons provided for by law, in accordance with Article 88 SCC, and with the consent of the supervisory authority, by decision of the foundation board.
Article 23 – Liquidation
In the event of the dissolution of the foundation, the foundation board or one of its members delegated for this purpose shall act as the liquidation body, unless the supervisory authority decides otherwise.
No action pertaining to the liquidation may be taken without the express prior consent of the supervisory authority.
In the event of the dissolution of the foundation, the remaining assets shall be entirely allocated to an institution pursuing an aim of public interest similar to one of those pursued by the foundation, in Switzerland or abroad, and benefiting from tax exemption.
In no case may the property of the foundation be returned to the founder or his heirs, nor may it be used for their benefit, in whole or in part and in any manner whatsoever.