Charter of Endowment

The Foundation shall have between seven (7) and eleven (11) directors, and the number of directors shall be an odd number. At least one-fifth (1/5) of the directors shall possess specialized knowledge or work experience relevant to the Foundation’s stated purpose. The directors shall collectively constitute the Board of Directors and shall elect one (1) director to serve as the Chairperson, who shall administer the affairs of the Foundation and represent it externally.

The Foundation may establish a Standing Committee of Directors comprising three (3) or five (5) members, elected from among the directors, to handle business matters authorized by the Board of Directors. The Standing Committee shall report on the status of its execution at the next ensuing Board meeting.

The number of directors who are spouses or within the third degree of kinship to one another shall not exceed one-third (1/3) of the total number of directors.

Within one (1) month prior to the expiration of the term, all incumbent directors shall elect the directors for the succeeding term in accordance with law.

The term of office of each director shall be four (4) years, and directors shall be eligible for re-election. The number of directors re-elected upon expiry of their term shall not exceed four-fifths (4/5) of the total number of directors subject to re-election.

In the event of a vacancy on the Board, the incumbent Board of Directors shall elect a suitable candidate to fill all vacancies, with the term of the filling director limited to the remainder of the original term.

A director may be removed by resolution of the Board of Directors upon the occurrence of any of the following circumstances:

1. Loss of legal capacity.
2. Serious violation of applicable laws, regulations, or these Articles.
3. Absence from Board meetings on three (3) or more occasions without justification.

The following persons shall be disqualified from serving as Chairperson, Acting Chairperson, or Supervisor of the Foundation. Any person already serving in such capacity shall be deemed automatically removed, and the competent authority shall notify the court to make the necessary registration:

1. A person who has been convicted of an offence under the Organizational Crime Prevention Act and for whom the sentence has been finally determined, where such sentence has not yet been executed, is being executed, has been completed, or where fewer than two (2) years have elapsed since a pardon was granted. This exception shall not apply to persons who have received a suspended sentence.
2. A person who has been convicted of fraud, breach of trust, embezzlement, or corruption and sentenced to imprisonment of one (1) year or more and for whom the sentence has been finally determined, where such sentence has not yet been executed, is being executed, has been completed, or where fewer than two (2) years have elapsed since a pardon was granted. This exception shall not apply to persons who have received a suspended sentence.
3. A person who is subject to a notice of refusal of dishonored cheques that has not yet expired.
4. A person who has been declared bankrupt or in respect of whom a liquidation proceeding has been commenced pursuant to the Consumer Debt Clearance Act and who has not yet had their rights restored.
5. A person under guardianship or assistantship where such order has not yet been revoked.

A person falling within item 5 of the preceding paragraph shall also be disqualified from serving as a director of the Foundation. Any person already serving as a director shall be deemed automatically removed, and the competent authority shall notify the court to make the necessary registration.

The Board of Directors shall exercise the following powers:

1. Raising of funds and management and application of assets.
2. Re-election and removal of directors.
3. Election and removal of the Chairperson.
4. Establishment and administration of the internal organizational structure.
5. Formulation and implementation of work plans.
6. Review and approval of annual budgets and final accounts.
7. Deliberation on proposed amendments to the Charter of Endowment.
8. Deliberation on proposed disposals or encumbrances of immovable property.
9. Deliberation on proposed mergers.
10. Deliberation or resolution of other matters prescribed under the Charter of Endowment.

The Board of Directors shall convene at least once every six (6) months and may convene extraordinary meetings as necessary.

Notice of a Board meeting, including the date, time, venue, and agenda, shall be given to all directors and the competent authority at least ten (10) days prior to the meeting.

Directors shall attend meetings in person. Where a director is unable to attend, such director may delegate another director in writing to attend on their behalf.

Each director who has been so delegated may act as proxy for only one (1) other director, and the total number of proxy attendees shall not exceed one-third (1/3) of the total number of directors.

Where the Board meeting is conducted by video conference, directors participating by video shall be deemed to be attending in person.

Ordinary resolutions of the Board of Directors shall require the attendance of more than one-half (1/2) of all directors and the affirmative vote of a majority of directors present. Special resolutions shall require the attendance of two-thirds (2/3) or more of all directors and the affirmative vote of a majority of directors present.

The following material matters shall require a special resolution of the Board of Directors and shall be submitted to the competent authority for approval before being implemented:

• Proposed amendments to the Charter of Endowment.
• Appropriation of the endowment fund.
• Utilization of the endowment fund to cover deficits.
• Disposal or encumbrance of immovable property.
• Election and removal of directors.
• Other matters designated by the competent authority.

Notice of the agenda for the material matters referred to in the preceding paragraph shall be given to all directors and the competent authority at least ten (10) days prior to the relevant meeting. Such matters shall not be raised by way of emergency motions.