CHARTER of Sata Foundation in Lucerne Unofficial Translation I. Name and registered office Section 1 Under the name Sata Foundation, there exists a Foundation in the sense of sections 80 ss. of the Swiss Civil Code, having its registered office in Lucerne. Section 2 The Foundation is entered in the register of commerce of the Canton of Lucerne and is subject to supervision of the Canton of Lucerne. II. Objects Section 3 The purpose of the Foundation is to initiate projects to further international peace and understanding between nations, people and cultures. The Sata Foundation also supports organizations and projects aimed at delivering better healthcare, protecting human rights, and helping children particularly in war areas. The Sata Foundation's first project is, mainly through a website to spread the story of the Madonna of Nagasaki around the world and to co-ordinate the campaign to gather support for the proposal to inscribe the statue on the World Heritage List. Section 4 The purpose may be implemented by onetime donations or loans or by assistance over a fixed period of time. Section 5 In case the pursuance of the objectives referred to in section 3 above should become impossible or useless due to unforeseen changes of the present circumstances, the purpose of the Foundation may be amended by unanimous resolution of the Foundation Council and subject to the approval by the Government Agency in charge of permitting amendments of the charter, provided, however, that the new purpose shall deviate from the original purpose to the least possible extent. III. The Foundation Fund Section 6 The Founder has donated to the Foundation an initial fund of:      *      Further donations by the Founder or third parties may be effected at any time. Where donations are made subject to a proviso - which shall be admissible - such proviso must be expressly accepted by the Foundation Council, but it shall be so accepted only if it is not in conflict with the objects of the Foundation. Section 7 The Foundation Council may decide upon the investment of the Foundation Fund at their discretion. Section 8 As a rule the income of the Foundation Fund shall be used exclusively for the implementation of the objectives of the Foundation and to cover its current expenses but in exceptional cases, the Foundation Council may by unanimous resolution decide to use the principal, provided, however, that the existence of the Foundation and the continuous implementation of its purposes be not thereby impaired. Future donations to the Foundation which pursuant to the directions of the donor shall or may be used directly, shall not be subject to the limitations of this clause. As a rule, the annual returns of the Foundation Fund after deduction of the expenses shall be utilized in their entirety for the implementation of the objects of the Foundation, but, as an exception, they may totally or partly be carried forward on new account. IV. Organization Section 9 The Foundation Council shall be in charge of the management, administration and representation of the Foundation. It shall consist of three or more members. Foreigners are eligible. At least one of the members must be a resident of Switzerland. The Foundation Council organizes itself and fills vacancies through cooptation. It elects from among its members for three-year terms of office the Chairman and, in case of need, a Vice-Chairman, a Secretary and a Treasurer. Any member of the Foundation Council may be removed for stringent reasons by unanimous vote of the other members. The member so removed shall have the right to be heard. Section 10 The member of the Foundation Council shall have dual signing authority for the Foundation. The Foundation Council may appoint third persons to represent the Foundation. Section 11 The meetings of the Foundation Council shall be called by the Chairman or in case he should be prevented, by the Vice-Chairman or by the deputy appointed by the Chairman, as the case may be, and notices of meetings containing the agenda shall be given by mail or by cable not later than 10 days prior to the date of the meeting. In case all the members of the Foundation Council should be present, a meeting may be held without notice. Meetings shall be held upon the request by a member which is to be made in writing to the Chairman, indicating the objects to be discussed. Otherwise, meetings shall be held whenever this proves to be convenient. Section 12 The Foundation Council shall have power to take resolutions if, as and when the majority of its members are present. Resolutions shall be taken by the majority of all members. In case of dead-lock, the Chairman shall have the casting vote. Resolutions may be taken by circular letter but any member shall be entitled to demand discussion and resolution on the respective object in a meeting. Within the framework of this charter, the Foundation Council may issue resolutions regarding its organization, the management of the funds of the Foundation and the spending activity. Section 13 The members of the Foundation Council shall be entitled to compensation for their out-of-pocket expenses. They can further charge the foundation for rendered consulting services, opinions, etc. Section 14 The accounting year of the Foundation shall be the calendar year. The books and accounts shall be kept in accordance with standard accounting principles by a member of the Foundation Council or by a third person retained by it for this purpose. V. Emergencies and Dissolution Section 15 n case extraordinary circumstances of a political or military nature should let it appear desirable to take special action with a view to protect the fund of the Foundation, the Foundation Council shall have power by unanimous resolutions to transfer the fund to another (domestic or foreign) institution of exclusively charitable character (Foundation, Trust, charitable corporation, etc.) in accordance with the decree of the Swiss Federal Government of April 12, 1957 concerning protective measures for legal entities, partnerships and individually owned businesses. Section 16 There shall be no dissolution of the Foundation so long as its purpose is attainable and its fund is not exhausted. In case these circumstances should no longer be existent, the Foundation Council may by unanimity resolve the dissolution of the Foundation on the basis of a written motion which is to be submitted to the members of the Council not later than three months prior to the taking of the resolution. The approval of the dissolution by the competent Government Agency is expressly reserved. The proceeds of the liquidation shall be used in conformity with the purpose of the Foundation. Click here to close this window