ARTICLES OF INCORPORATION (STATUTE) OF THE RISE FOUNDATION
ARTICLES OF INCORPORATION (STATUTE) OF THE RISE FOUNDATION
ARTICLES OF INCORPORATION (STATUTE) OF THE RISE FOUNDATION Pierre NICAISE and Benoît COLMANT, associated notaries Civil private limited company 0477.430.931 RPM Nivelles Allée du Bois de Bercuit, 14, 1390 Grez-Doiceau FOUNDATION Repertory : IB File : 006803 - 510 IN THE YEAR TWO THOUSAND AND SIX, On the tenth of July, Before Benoît Colmant, notary partner residing in Grez-Doiceau, In his offices, HAVE APPEARED: _ _ 1. European Landowners’ Organization (ELO), an Asbl registered at 67 Rue de Trèves, B – 1040 Brussels, with registered business number 458036374. Represented by Mr Corrado Pirzio-Biroli, described more fully below, by virtue of a proxy annexed to this document.
2. Friends of the Countryside (FCS), an Asbl registered in Brussels, Belgium at 67 Rue de Trèves, B – 1040 Brussels, with registered business number 463 865 084 Represented by Mr Corrado Pirzio-Biroli, described more fully below, by virtue of a proxy annexed to this document. 3. Corrado PIRZIO-BIROLI, born in Udine, Italy on twenty-fifth of November nineteen hundred and forty, domiciled in Italy, via Castello 11, 33030 Moruzzo, Italy.
4. Franz FISCHLER, born at Sobald Hall (Innsbruck), Austria on twenty- third of September nineteen hundred and forty-six, domiciled at Absam, Innsbruck, Austria.
5. Mr Thierry de l’ESCAILLE, General Secretary and CEO, ELO and FCS, born at Brussels, the eleventh of May, nineteen fifty-five, residing at Loozenweg 100, 3930 Hamont. Hereafter referred to as “the persons present” or “the Founders”. Which persons present have requested us to draft by this document, the Articles of Incorporation of the private foundation that they wish to establish in accordance with the law of twenty-seventh of June nineteen hundred and twenty-one.
I. CONTRIBUTION OF CAPITAL To incorporate the foundation which is the subject of this document, having regard to the activities described in Article 3 of these Articles of Incorporation the amount of two thousand euros (EUR 2.000,00), has been paid by the asbl “European Landowner’s Organization (ELO) towards the achievement of the objectives mentioned below. This amount has been deposited on the account of the Foundation in the process of being incorporated with the undersigned notary. II. ARTICLES OF INCORPORATION OF THE RISE FOUNDATION The Founders decide that the Articles of Association of the public utility foundation shall be as follows:
INCORPORATION Article 0: Founders - The foundation is established by : 1. The not-for-profit association known as “European Landowners’ Organization (ELO)”, whose registered office is located at 1040 Brussels, Rue de Trèves, 67. Association whose registered business number is 458036374. 2. The not-for-profit association known as “Friends of the Countryside (FCS)”, an association whose registered office is located at 1040 Brussels, Rue de Trèves, 67. Association whose registered business number 463 865 084. 3. Mr. Corrado PIRZIO-BIROLI, born in Udine, Italy on twenty-fifth of November nineteen hundred and forty, domiciled in Italy, via Castello 11, 33030 Moruzzo, Italy.
4. Franz FISCHLER, born at Sobald Hall (Innsbruck), Austria on twenty- third of September nineteen hundred and forty-six, domiciled at Absam, Innsbruck, Austria. 5. Mr Thierry de l’ESCAILLE, born at Brussels, the eleventh of May, nineteen fifty-five, residing at Loozenweg 100, 3930 Hamont. Title I - Name and Registered Office Article 1: Name A Private Foundation has been established under the name of the “The Rural Investment Support for Europe Foundation”, abbreviated as “RISE Foundation” (hereafter the “Foundation”). The full or abbreviated names of the Foundation may be used separately.
Article 2: Registered Office The registered office of the Foundation is currently located at 67, Rue de Trèves, 1040 in the Brussels Capital Region and in the Brussels judicial district.
The Board of Directors may decide, in accordance with its usual decision-making procedure, to transfer the Foundation’s registered office to anywhere in Belgium. The Board of Directors may set up administrative offices both in Belgium and abroad. Title II - Goals, Objectives, Means and Duration Article 3: Goals and Objectives 3.1 The Foundation’s goals and objectives are entirely devoid of a profit- making aim and include, but are not limited to, supporting privately- initiated, sustainable rural development projects with a positive impact on the environment and the living conditions of the rural community.
In pursuit of these goals and objectives, the Foundation may: - support the sustainable development of Europe’s private agriculture – in particular quality food production, forestry, biomass and waste disposal -, fishing, crafts, rurally-based small and medium-scale manufacturing and processing industry, renewable energy production (biomass), carbon sequestration, recreation and tourism, digital connectivity (internet) and teleworking and all other kinds of rural services, historical patrimony and rural housing, rural infrastructure, and animal welfare; - promote land conservation, nature and biodiversity protection, outdoor wildlife habitats and watersheds; nurture green infrastructure strategies actively seeking to promote at the same time more efficient and sustainable land use and development patterns, and protect natural ecosystems; foster community accessible, private natural areas, and help planning, designing and developing greenways and trails;
- devote special attention to clean water shortage, notably water safety, sanitation and waste disposal, water infrastructure investment, improved management of water systems, water savings shifting energy production from fossil-fuel-powered thermal plants to renewable water-saving energy sources such as solar and wind power, reducing running-off water, limiting the use of non-renewable inputs such as chemical pesticides and fertilizers, and new technologies to increase sustainable clean water resources, provide more efficient desalinization processes to remove salt from water, and develop drought resistant crop varieties; - help economic diversification and plural activities, land consolidation and patrimonial management – where appropriate – and family enterprises of all sorts, most notably micro-enterprises.
This may include the management of private properties of cultural, natural, architectural or historical value, with a view to secure their preservation; - back up privately-initiated and privately-managed projects, which are sustainable in economic, environmental as well as social terms, and benefit the continuing viability of village life and rural habitats, with particular attention for integrated development projects and the environment; - assist worthwhile local, private rural development initiatives in the most economically underdeveloped areas of the world, mostly in the form of micro-projects with likely positive impact on surrounding poverty; and The Foundation may also finance an annual award for persons that deserve special recognition for their contribution to the future “FCS Habitat” network, and.
invest in the environmental value of private properties which deserve to be preserved.
Ancillary purposes of the Foundation include but are not limited to: - promoting a voluntary service in rural areas, and
- boosting, preserving and transmitting the sense of value among the present and future generations of its founding members and supporters by offering them a common instrument of philanthropy for common action and enhanced impact. 3.2 The Foundation may conduct any activities that may be directly or indirectly necessary, useful, or desirable for the furtherance or accomplishment of these purposes, provided that those activities be not for profit and would not endanger the Foundation’s public benefit character.
The Foundation shall endeavor to further its purposes inter alia by conducting, operating, coordinating, participating in, and supporting charitable and other publicly beneficial programs and activities, whether they are programs and activities of the Foundation or of other physical persons and/or legal entities that the Board of Directors may, in its sole discretion, deem constructive and appropriate. The Foundation may further its purposes through all other lawful means which may be directly or indirectly necessary, useful or desirable for the furtherance or accomplishment of the Foundation’s purposes, as interpreted in the broadest sense.
3.3. The Foundation may support any project in line with the goals and objectives described above in Article 3.1, provided that the project is located in one of the Member States of the European Union, as such body is defined at the time of the project, or that it involves a micro-project in a developing country, unless otherwise approved by the Board by a two-thirds (2/3) majority vote. 3.4. Within the limits of available resources, the Board shall strive to use at least 10% of total available funds to fighting rural poverty in Europe, and up to 10% of total available funds on micro-finance projects in developing countries.
3.5. The funds of the Foundation shall be used solely for the purposes permitted under these Articles of Incorporation. 3.6. The Foundation may conduct economic or other activities that are ancillary to and related to the Foundation’s goals and objectives described in these Articles of Incorporation.
Article 4: Means 4.1. The Foundation's capital shall consist of: a. subsidies, donations and contributions from governmental and non-governmental sources; b. gifts, testamentary dispositions and legacies; c. payments for services rendered and accumulated interest on assets; d.
any other acquisitions and funds. The Board of Directors shall have full power to accept any means of capital that it may deem appropriate and / or necessary for the furtherance of the Foundation’s purposes. Likewise, the Board of Directors shall have full power to refuse any means of capital that it may deem inappropriate or the source of which it is not able to verify in accordance with the guidelines set out in its Internal Rules.
4.2. The funds of the Foundation may be retained in whole or in part in cash or be invested and reinvested as and when required in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, with regard to the limitations, if any, now imposed or which may hereafter be imposed by law on such investments or on public benefit or not for profit organizations. 4.3. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Foundation and in such manner as set forth in these Articles of Incorporation or as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.
4.4. All funds of the Foundation, not otherwise employed, shall be deposited as and when required in general or special accounts opened at such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the Chair or by any other officer or agent or agents of the Foundation, to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the
purpose of collection for that account of the Foundation, checks, drafts, and other orders of the Foundation may be endorsed, assigned, and delivered on behalf of the Foundation by any officer or agent of the Foundation to whom such authority has been delegated by the Board.
4.5. Funds earmarked by donors for specific purposes shall be allocated accordingly, to the extent permitted by law. 4.6. The Foundation may also create ad hoc funds via a private financial institution with the purpose of managing and distributing the income generated from such funds in furtherance of the goals and objectives described in Article 3 of these Articles of Incorporation. Article 5: Duration 5.1. The Foundation is established for an indefinite duration. 5.2. If the European Union adopts a “European Statute for Foundations” or another similar instrument allowing a foundation to be created with recognition as a not for profit body throughout the European Union, or any part thereof, the Foundation reserves the right, to the extent allowed by the applicable law, to convert its legal form to comply with the European Statute for Foundations or similar instrument.
Title III - Founders Article 6: Founders 6.1. The physical persons and legal entities appearing or represented at the signing of these Articles of Incorporation shall be considered as being the “Founders” of the Foundation. 6.2. The Board of Directors may decide by a two-thirds (2/3) majority to admit as a “Founder” any other physical person or legal entity that has contributed a substantial amount of resources, either monetary or non- monetary, to the Foundation and has pledged to continue to contribute a significant effort to the Foundation’s success. 6.3 Founders, donors, Board members and officers are expected to subscribe to the principles and approach enshrined in the International Charter for Rural Conservation and Renewal.
Title IV - Board of Directors Article 7: Number and Composition 7.1. The Foundation's Board of Directors shall consist of a minimum of five (5) members. Each Founder shall have the right, should it wish to exercise this right, to serve on the Board of Directors. In the case of a natural person, that person could either: − serve on the Board of Directors in a personal capacity; or − subject to the approval of the Board of Directors (deciding on the basis of a two-thirds majority of the members present or represented), himself or herself choose a Board member to be his or her representative on the Board of Directors – subject to any conditions set by the Board of Directors.
The Board of Directors shall itself determine the number of Board members beyond the minimum provided in this paragraph. Board members need not be resident in or citizens of Belgium. 7.2. The Board members shall not be remunerated for their service as Board members. The costs incurred by Board members in the exercise of their duties shall be reimbursed upon presentation of documentation and approval. Article 8: Election Of Board Members 8.1. The Board of Directors is composed of: − The Founders who have accepted their appointment or their representatives as provided for under Article 7.1; − Other persons (legal or natural) selected by the Board of Directors at any meeting, by simple majority of the totality of the members 8.2 In the event that they accept the position, each Founder shall serve as a Board member for an indefinite period.
The other members of the Board of Directors shall shall serve for a period of four (4) years, with approximately one-half (1/2) of the members being elected every two (2) years. Members of the Board of Directors may be re-elected for only one (1) consecutive term of four (4) years. A member of the Board of Directors having served two (2) terms must therefore leave the Board of Directors for at least two (2) years before being eligible again for election as a member of the Board of Directors.
8.3. If one or more vacancies arise in an elected seat on the Board of Directors by reason of resignation, death, incapacity or removal before the expiration of a Board member’s term, the remaining members of the Board of Directors shall fill those vacancies by electing by a majority vote one or more successors as soon as possible. In the event of a tie vote, the Chair shall choose the succeeding Board member. A Board member elected to fill a vacancy shall be elected for the unexpired term of that Board member’s predecessor in office.
8.4. If a vacancy on the Board is not filled within three months of such vacancy, the vacancy shall be filled by a person chosen by the Chairman or in the event of a vacancy in the position of Chairman, by the person filling this vacancy in the position of Chairman until a replacement is appointed.
Article 9: Termination Or Expiration Of A Board Member’s Term 9.1. A Board member shall cease to hold his, her or its position if: a. he, she or it has delivered a written resignation; b. the term for which the Board member had been appointed has expired. c. he, she or it becomes bankrupt or otherwise loses legal capacity to manage his, her or its property; d. he or she dies or, if the Board member is a legal entity, it is liquidated; e. for whatever reason, he, she or it fails to participate in more than two consecutive meetings of the Board of Directors, without the consent of the Board; f.
removal in accordance with paragraph 2 of this Article; g. removal decided by the court of first instance in the district where the Foundation has its registered office, in accordance with the law; 9.2. A decision to dismiss a Board member or an Officer, as defined in Article 13 of these Articles of Incorporation, may be adopted by a three- fourths (3/4) majority of the votes cast at a meeting at which at least two- thirds (2/3) of the Board members are present or represented, not counting the Board member concerned.[BDG1] The Board member or Officer concerned shall not participate in the voting on her, his or its removal, yet shall have an opportunity to be heard by the Board members present or represented before the voting takes place.
Any removal of a Board member or Officer shall be without prejudice to the contractual rights, if any, of the person so removed. 9.3. A Board member who has ceased to be a member of the Board of Directors must surrender to the Board of Directors all records and moneys of the Foundation which were managed by him or her.