Name, registered offices, purpose, assets and resources of the foundation

Article 1

Name and Registered Offices

1. The foundation, which name is "Fondation Ondjyla” and which registered offices are located in Geneva, Canton of Geneva, Switzerland, is incorporated in this deed under articles 80 and subsequent of the Suisse Civil Code. It is a non profitable foundation.

2. The foundation may change its registered offices between cantons at any time, subject to approval from the supervisory authority.

Article 2


1. The main purpose of the foundation is the promotion of scientific, cultural and education exchanges, notably between Angola, Brazil, Portugal, the Orient and the rest of the world, particularly by promoting training and investigation projects’ in areas in process of being modernised and developed, aiming at contributing to the worldwide reputation and to reinforcing the image of those three lusophone countries, as open and favourable to business and foreign investors.

2. Furthermore, the purpose of the foundation includes:

a) promoting entrepreneurship aimed at creating job opportunities;

b) promoting vocational training;

c) promoting the sharing of knowledge;

d) promoting scientific and technological developments in order to improve life quality;

e) supporting cooperation between private companies and universities, as well as university research;

f) promoting, supporting and developing projects in the area of agro-business and technology;

g) supporting exchange programs between young graduates from universities of the three abovementioned lusophone countries and of other regions of the world.

3. The foundation may execute all acts and perform all activities in order to achieve the mentioned purposes.

4. The actions of the foundation consist, notably, in:

a) Supporting, including funding, philanthropic institutions and public interest entities pursuing the same purposes;

b) Employing, in cooperation or not with third parties, programs and field operations, including the establishment of prizes, scholarships or similar actions;

c) Supporting, including funding, sport events promoting social inclusion, mutual respect, competitiveness and team work.

Article 3

Assets and resources

1. The founder assigns to the foundation an initial capital of CHF 300.000 (three hundred thousand Swiss francs) in cash. The capital may be increased from time to time by means of other contributions made by the founder, related individuals, related entities or third parties.

2. The foundation shall have the following resources:

- Revenue from its wealth;

- Contributions that are expected to be made by the founder or by related individuals or entities;

- Revenue from ancillary activities within organized events;

- Contributions made by third parties;

- Donations and legacies received, as well as the benefits from being appointed as heir; and - Subsidies granted

3. The foundation may hold assets, including intellectual property rights. The assets and revenues of the foundation shall be exclusively allocated to the promotion of the foundation’s purposes.


Article 4

In general

1. The bodies of the foundation shall ensure the effective and long-lasting fulfilment of the foundation’s purposes, as established by the founder, under the terms of law. The bodies shall ensure that a balanced relationship between management and supervisory is kept and that transparency, as broad as possible and adequate to the purposes of the foundation, is respected.

2. The foundation has the following bodies

- foundation board (arts. 5 to 10);

- direction (art. 11);

- supervisory board (art. 12); and

- eventual committees and other bodies.

Foundation board

Article 5


1. The foundation board manages the foundation. This body shall settle the policy of the foundation aimed at fulfilling its purpose, the strategy supporting the completion of such policy and a tailored organization. The foundation board shall evaluate, periodically, the policy, the strategy and the organization of the foundation, being also responsible for supervising its activities. The foundation board shall take all necessary measures to ensure that all bodies of the foundation, employees and third parties related with it comply with applicable legislation.

2. The foundation board has the following inalienable powers:

- Regulating the right of signing for and the right of representation of the foundation;

- Appointment and dismissal of members of the foundation board and of the supervisory board; and

- Approval of annual accounts.

Article 6

Appointment, composition and remuneration

1. The foundation board is established and completed, in accordance with the members and chairman appointment, termination and dismissal procedures, as established by the foundation board.

2. The term of office of the members of the foundation board is, in principle, of three years, tacitly renewable. The foundation board plans a phased succession of its members. It may also consider an age limit.

3. The foundation board is composed by a minimum of three members

4. The members of the foundation board have the necessary capabilities and time to perform its task.

5. The foundation board may establish criteria regulating the selection of candidates.

6. The members of the direction are not members of the foundation board.

7. The first members of the foundation board are appointed by the founder for an initial term of office of three years, tacitly renewable.

8. The members of the foundation board perform their duties without remuneration, but incurred expenses shall be reimbursed. The model for reimbursement of expenses shall be set forth in a regulation. The payment of an indemnity or of fees is only possible if related with a provision made in favour of the foundation.

Article 7

Ways of working and chairmanship

1. The foundation board establishes its organization. It sets ways and working procedures adapted to its activity.

2. The foundation board exercises its powers, usually, in its meetings. In principle, the foundation board meets twice a year. The foundation board regulates the call, preparation and handling of its meetings, as well as decision taking.

3. As a rule, any decision of the foundation board shall be taken by the majority of the members attending the meeting. However, it may be established in regulations specific attendance quorums or that resolutions are taken by a qualified majority.

4. Resolutions shall be registered in a minutes.

5. The decisions of the foundation board may also be taken by circular resolution. In order to be valid, any circular resolution shall be taken by the majority of the members of the foundation board.

6. In case of tie, the chairman of the foundation board shall have a casting vote.

7. The foundation board is led by a chairman.

8. If necessary, the powers, duties, responsibilities and provisions related with the term of office of the chairman will be established in a regulation or directive.

9. The meetings of the foundation board are chaired by the chairman. The chairman supervises the preparation of the meetings, as well as ensures that information is provided to the members of the foundation board on a timely and adequate manner. The chairman ensures compliance with procedures during discussions and on decision taking, as well as the execution of the foundation board resolutions’. As a rule, the chairman shall liaise with the direction.

Article 8


1. The foundation board assesses if certain projects or responsibilities, as well as the supervisory of certain risks, require the creation of permanent or ad-hoc committees.

2. The composition, powers, duties and responsibilities of the committees are established by the foundation board in a regulation or directive.

Article 9

Management of conflicts of interest

1. The foundation board establishes the applicable rules in case of conflicts of interest.

2. In particular, whenever a member of the foundation board has a personal interest in a matter discussed in a meeting of the foundation board, such member shall:

(a) inform the other members that has a personal interest in the matter before starting discussions;

(b) leave the meeting during the discussion of the matter;

(c) not be considered for quorum purposes;

(d) avoid from voting in such matter.

Article 10

Representation of the foundation

The foundation board appoints the member, members or third parties who can bind the foundation with its/their single or joint signature.


Article 11

Operational management of the foundation

1. Pursuant to the needs of the foundation, the foundation board engages a direction to manage the foundation at an operational level and supervises it.

2. The foundation board establishes the powers, duties, responsibilities and remuneration of the direction.

3. Apart from operational duties, the direction prepares the basis for the development of the foundation.

4. The direction prepares financial and liquidity plans, in accordance with the guidelines established by the foundation board. The direction prepares the annual budget, to be approved by the foundation board.

Supervisory board

Article 12

Supervisory board

1. The foundation board appoints an external and independent supervisory board, in charge of, annually, reviewing the accounts of the foundation and presenting a report to the foundation board. The supervisory board shall also ensure compliance with the by-laws and with the purpose of the foundation.

2. The supervisory board shall inform the foundation board about deficiencies noted when performing its mandate. If those deficiencies are not rectified within a reasonable term, the supervisory board shall, if necessary, inform the surveillance authority.

3. The foundation board does not engage the supervisory board in any other mandate, besides its supervisory duty. The foundation board assesses periodically the opportunity of changing the supervisory board.

Other bodies

Article 13

Other bodies

1. If necessary, whenever the foundation board does not hold certain powers, it is needed a specific capability or an additional supervisory body is required, the foundation board may use permanent or ad-hoc advisory bodies or resort to other bodies of the foundation.

2. The powers, duties and responsibilities of the advisory bodies or other bodies of the foundation are established in a regulation.

Article 14

Liability of the bodies of the foundation

1. All persons in charge of managing, governing or supervising the foundation are personally liable for damages caused to the foundation due to wilful misconduct or gross negligence.

2. Being various persons required to make good any damage suffered, each person shall only be jointly and severally liable with the others if the damage may be charged personally due to fault or to the circumstances.

Article 15

Fiscal year and presentation of accounts

1. The fiscal years of the foundation are equivalent to the calendar year, ending on 31 December. The first fiscal year ends on 31 December 2014.

2. The foundation board regulates the presentation of accounts. The annual accounts shall provide a complete, transparent and real image of the financial status. Accounts shall always be up to date and comparable with the accounts of previous years.

Article 16


The foundation board sets forth the principles and rules regulating the organization of the foundation and its activities (6 no. 1, 2 and 5 to 8, art. 7 no. 1, 2, 3 and 8, art. 8 no. 2, art. 9, art. 11 no. 2 and art. 13 no. 2) in one or several regulations or directives, subject to the approval of the surveillance authority.

Amendment to the purpose, duration and winding up of the foundation

Article 17

Amendments to the purpose of the foundation as requested by the founder

The founder reserves the right to change the purpose of the foundation once ten years or more have elapsed since incorporation or since the last changed requested by the founder, provided the public interest of the purpose is kept.

Article 18

Accessory amendments to the incorporation deed

The surveillance authority may, after consulting the foundation board, introduce accessory amendments to the incorporation deed, provided they are demanded by objective grounds and do not affect the rights of third parties.

Article 19

Duration of the foundation

The foundation is incorporated for an unlimited period of time.

Article 20

Winding up of the foundation

1. The competent authority determines the winding up of the foundation on its own motion or if requested by the foundation board, whenever the purpose of the foundation may no longer be pursued and the incorporation deed may not be amended or if the purpose of the foundation has become unlawful or contrary to morality.

2. In event of winding up, all assets shall be given to one or more institutions with a public interest purpose similiar to the one of the foundation and which benefit from tax exemptions.

3. It is excluded the return of the foundation’s assets to the founder.