I. Nature and aim of the Foundation
1 Under the denomination:
"Fondation Erich Burckhardt", (English : Erich Burckhardt Foundation),
called hereafter "Foundation", an independent foundation enjoying the corporate status is created. The Foundation is ruled by the articles 80 and following of the Swiss Civil Code and by the charter at hand.
2 The Foundation is established by the heirs of Mr. Erich Burckhardt, deceased in the accident of Flight SR 111 off the coast of Halifax, Canada, in September 1998. The Foundation is dedicated to the inhabitants of Nova Scotia, especially to the fishermen of St. Margarets Bay and to all the people who took part in the rescue and recovery operations. The gratitude for their exceptional courage, their immense generosity as well as their incessant support all along this ordeal have been the reasons for the creation of this Foundation.
3 The duration of the Foundation is unlimited.
1 The seat of the Foundation is in Geneva (canton of Geneva / Switzerland). Transfer of the seat to another location in Switzerland must be authorized by the Federal Supervisory Board for Foundations.
2 The Foundation is registered with the Commercial Register of the canton of Geneva and is placed under the surveillance of the Federal Department of Home Affairs (Federal Supervisory Board for Foundations).
1 The goal of the Foundation is to help and support the inhabitants of Nova Scotia (Canada) in the following areas:
a) Schooling, university education as well as cultural education of children and young people;
3 Exceptionally, a support in an area outside of this scope is admissible, insofar as the concerned family is confronted by a particular hardship. This help will be unique and cannot be renewed.
4 To achieve these goals, the Foundation will in particular:a) make donations;
b) cover expenses;
c) award grants;
d) allow facilitated loans.
5 The Foundation does not pursue any profit-making goal.
The initial capital of the Foundation consists of a sum of ...... Swiss francs (SFr. ...'...,--), paid in cash by the founders Mrs. Edelgard Burckhardt and Mr. Nicolas Burckhardt, heirs of Mr. Erich Burckhardt.
The bodies of the Foundation are:
a) the Foundation Board
1 The Foundation is administrated by a Foundation Board consisting of three to six members, who must be natural personalities.
2 The Foundation Board will defend in its soul and conscience the goals assigned to the Foundation and will do everything possible in the pursuit and the achievement of these goals.
1 Two members of the Foundation Board must be descendants of Mr. Erich Burckhardt or, by default, members of his family.
2 At least one of the members of the Foundation Board has the Swiss nationality and is domiciled in Switzerland. This member is endowed with the power to sign for the Foundation.
1 The Foundation Board constitutes and completes itself. Its members are elected by cooptation by the former members.
2 The term of office for members of the Foundation Board is four years, with the possibility of reelection.
3 For every administrative period the Foundation Board appoints among its members a Chairman and a Vice-Chairman.
In case of retirement, dismissal, loss of the capacity to act or death of one of the members of the Foundation Board during an administrative period, another member must be elected for the remainder of this period.
Art. 10It is at all times possible to dismiss a member of the Foundation Board for a significant reason, especially if this member has neglected or violated his obligations towards the Foundation, or if he is in the incapacity to fulfil the duties of his office in regular fashion.
1 The activity of the Foundation Board is usually conducted on an honorary basis. Only the actual expenses are reimbursed.
2 An indemnity can be paid in some cases for assignments that come with a considerably high workload. The Foundation Board decides upon these indemnities.
III.2 Duties of the Foundation Board
1 The Foundation Board is the main body of the Foundation and represents it in all outside dealings.
2 In order to achieve the aim of the Foundation, the Board has at its disposal the widest competence, within the limits of the present statutes (Charter and By-laws of the Foundation).3 The Board may draw from the available means of the Foundation the necessary amounts in order to achieve the goal set in article 3. The Board manages the property of the Foundation in the best way possible in order to be able to perform its duties.
1 The Foundation Board has in particular the following duties that may not be delegated:
a) It grants the power to sign for and to represent the
2 The Foundation Board draws up By-laws regulating the organization and management of the Foundation in detailed fashion. The By-laws may be modified at all times by the Foundation Board. Every modification must be approved by the Supervisory Board.
1 The Foundation Board appoints within its members the people authorized to represent and commit the Foundation with respect to third parties.
2 The Foundation Board may discharge certain of its powers onto one or several of its members, or onto third parties.3 The Foundation is committed by joint signature of two of its representatives.
1 The Foundation Board can validly deliberate when the majority of the members of the Foundation Board are present.
2 The resolutions of the Board are taken in session at the simple majority of the members present. In case of equality of votes, the Chairmanís vote is casting. Minutes are held of each Board session.3 The convocation to the sessions of the Foundation Board must be addressed in written form to the members with a minimum of a one-month notice.
The following resolutions require a qualified majority of two thirds of all members of the Foundation Board:
a) Naming and dismissing a
member of the Board;
1 Resolutions and votes may also be passed by correspondence, if no member requests consultation by word of mouth and if the present Charter and the relevant By-laws do not call for a meeting of the Foundation Board.2 Resolutions and votes passed by correspondence require the agreement of two thirds of all members of the Foundation Board, subject to article twenty-two.
1 The Foundation Board sets down the principles of its activity in one set of By-laws.2 These By-laws must be approved by the Supervisory Board.
V. Equity and allocations
Art. 19The Foundation disposes of the initial capital mentioned in article 4. The capital can be increased at all times by further contributions either from the founders themselves or by someone else. The Foundation Board commits itself to increase the fortune of the Foundation.
1 The fortune of the Foundation will be managed according to generally accepted commercial principles. It must be invested in a careful manner such as to spread out the risk and to ensure a steady income for the Foundation. The fortune should not be put at risk by short term speculations.
2 The Foundation Board will edict investment guidelines, in which will be specified the investment strategy as well as the authorized limits for investments. These guidelines may be revised at all times by the Foundation Board.
1 The resources of the Foundation are in particular the revenues on the capital and donations that are made.
2 The initial capital cannot be used.
Art. 22Exceptionally, the Foundation Board may decide with a unanimous vote to draw on the capital of the Foundation. In such a case, the Foundation Board has the obligation to make sure that the capital is built up again within the shortest time possible.
1 The Foundation Board appoints as legal auditor an external and independent fiduciary, member of the Swiss Institute of Certified Accountants and Tax Consultants.
2 The auditor may not be a member of the Foundation Board or occupy another function within the Foundation than the function of auditor.3 The auditor is elected for four years, with the possibility of reelection.
1 The auditor conducts an annual audit of the Foundationís accounts, which are closed on December 31st of each year, and presents an audit report to the Foundation Board for approval. The auditor also monitors compliance with the Foundationís statutory provisions (Charter and By-laws) and the aim of the Foundation.
2 The auditor must report defects it discovers to the Foundation Board. If these are not corrected within a reasonable length of time, the auditor must inform the Supervisory Board.
3 The Foundation Board approves the balance sheet as well as the profit and loss accounts.
Art. 25The accounting of the Foundation is held according to the standards of the Swiss Code of Obligations.
VII. Modification of the Charter
1 The Charter of the Foundation can only be modified with the approval of the Supervisory Board. The Foundation Board submits a modification project to the Supervisory Board.
2 A majority of two thirds of the members is required for the Foundation Boardís decisions relating to the modification of the Charter.
3 Remain reserved the dispositions of the articles eighty-five and eighty-six of the Swiss Civil Code.
Art. 27The liability of the bodies of the Foundation is determined by the general norms of the Swiss Code of Obligations.
1 The place of jurisdiction of the Foundation is situated at its seat.
2 In case of litigation, the French version of the Charter and By-laws is relevant.
1 The Foundation will be dissolved in the cases defined by the law, according to the articles eighty-eight and eighty-nine of the Swiss Civil Code.
2 The Foundation Board may also submit a dissolution project to the Supervisory Board. The decision to dissolve the Foundation must be taken unanimously by the Foundation Board and cannot be taken by correspondence.3 In case of dissolution, no liquidation measure can be taken without the explicit authorization from the Supervisory Board, which pronounces itself on the basis of a written report, which includes the reasons for the dissolution.
1 If the Foundation is being dissolved, the assets of the Foundation will be entirely transferred to one or several foundations or public charities with similar aims to those of the Foundation and in the benefice of a tax-exemption status. The institutions are chosen by the Foundation Board and are subject to the approval of the Supervisory Board.2 The assets of the Foundation cannot in any case be refunded to the founders, to their legal successors or to the members nor can they be used in their whole or part and in any way for their profit.
The Foundation was created by the will and with the funds endowed by Mrs. Edelgard Burckhardt and Mr. Nicolas Burckhardt, respectively spouse and son of Mr. Erich Burckhardt. The donors aim to ensure that the goals of the Foundation, described in exhaustive manner in article 3 paragraph 1 of the Charter, can be pursued during many years.
Art. 1 Foundation BoardThe Board consists of three to six members.
Art. 2 Central office
The central office of the Foundation is situated at the following address:
Art. 3 Sessions
1 The Foundation Board meets at least once a year upon written convocation by the President, with a minimum of a one-month notice. Every Board member may request that a session be called, with due reason.Resolutions by correspondence are authorised.
2 The convocation must mention the points of the agenda.
Art. 4 Chairing sessionsThe President chairs the sessions of the Foundation Board; the Vice-President substitutes when the President is unable to fulfil this function.
Art. 5 QuorumThe Board is competent to transact business when a majority of its members are present (quorum). Except in cases that require a qualified majority according to article 16 of the Foundation Charter, a simple majority of the members present suffices to vote a resolution. The President has the casting vote when there is parity.
Art. 6 Abstention
1 In cases in which there is a conflict of interest, the member concerned may take part in the discussion, but not in the corresponding resolution on the business at hand.2 Conflict of interest refers in particular to situations in which direct interests, including economic ones, are at stake.
Art. 7 DecisionsPoints on the agenda of which the members have not been informed at least two weeks prior to the scheduled meeting (including by fax and by email) may not be decided upon without the approval of all members. The same applies to business that is not specified in the order of the day.
Art. 8 MinutesMinutes should be taken of the Foundation Board's debates and resolutions; these must be signed by the chairman of the meeting and by a second member. Minutes and resolutions by correspondence should be filed.
Art. 9 Working year
1 The working year starts on January 1 and ends on December 31st of each year.2 Exceptionally, the first working year will start with the registration of the Foundation with the Register of Commerce and will end on December 31st, 2003.
Art. 10 Reporting
The Foundation Board submits on an annual basis the following documents to the Federal Supervisory Board for Foundations, so that it can carry out the control prescribed by law:
a) the report on the activity;