Statutes of of Fundação Dr. António Agostinho Neto
CHAPTER 1 Denomination, Scope, Headquarters and Duration Article 1 1. A Foundation designated as the Dr. António Agostinho Neto Foundation is implemented and abides by the following Articles of Association. 3. The Dr. António Agostinho Neto Foundation’s Headquarter is located in Luanda, at Major Kanhangulo Street, nr. 10, Municipality of Ingombotas, It may be transferred to any other location within the Angolan territory, by deliberation of the Founders’ Council and it may also create delegations or any other form of representation within the national territory or abroad. 4. The duration of the Dr. António Agostinho Neto Foundation, hereinafter referred to as The Foundation, is of an indefinite period.
Article 2
1. The Foundation serves the public interest and its aims are:
a) To promote research and disclose the life and work of Dr. António Agostinho Neto; b) To promote activities which improve the well-being and conditions of the people of Angola; c) To promote education, technology and culture, in order to encourage creativity and innovation of all kinds, along with scientific and technological investigation. d) The encouragement of activities which aid human development in Angola; e) To promote and protect Human Rights. 2. In meeting its goals, it is the Foundation’s responsibility to carry out all the measures and operations allowed by law, which are also necessary or convenient to the running or management of its heritage; namely to acquire or dispose of any movable or immovable property and to exercise the rights that are directly or indirectly related to the Foundation’s estate. 3. In pursuing its goals, the Foundation shall interact with congener organisms and others which the same goals. It shall also carry out all activities, initiatives and diligences deemed necessary by its statutory organs. CHAPTER 2 1. It is the Foundation’s Property: b) Any assets eventually acquired by it, as well as any form of legacy, inheritance, contribution, donation, subsidy or other equivalent endowments are granted for that same purpose; c) The profits of its property assets. 2. The Foundation’s property and profits shall be solely used to meet the purposes of the Foundation. 3. The Foundation’s property and profits shall not be directly or indirectly used to benefit any one of its founders, donators, administrators or any third parties for that matter. a) The Founders’ Council b) The Board of Directors 2. The members of the Foundation’s Corporate Body shall be loyal in exercising their duties and shall act diligently to assure the Foundation’s Articles of Association are met. 3. All positions in the Corporate Body of the Foundation are voluntary and not remunerated. 4. The Foundation shall not reimburse any expenses carried out during the exercise of duties as member of the Corporate Body.
Property
Article 3
CHAPTER 3
Corporate Body of the Foundation
Article 4
1. The Corporate Body of the Foundation is comprised of:
CHAPTER 4
Of the Founders’ Council
Article 5
1. The Founders’ Council is the Corporate Body that defines the strategy and policies being carried out by the Board of Directors and it approves the Foundation’s Annual Schedule and Annual Budget.
2. The Advice of Founders is constituted by the 10 (ten) subscriber members of the gifts Statutes.
3. The Chairman of the board of Founders is elect in session of the Advice of Founders, under proposal of, at least, 5 (five) members of the Foundation
4. The vacant fulfilling in the Advice of Founders, as well as the exoneration of its members, effectuate by means of deliberation for scrutiny private, in session convoked for the effect and in they participate at least two terços of the members.
5. The vote for letter in express is allowed if it assigns, in case that the case, the other member of the Advice of Founders.
6. No member of the Advice of Founders can represent, in any voting, more than two members
7. The members of the Advice of Founders choose between itself a President and three Vices-president who will exert its mandate per 3 (three) years.
8. The Chairman of the board of Founders assigns the Vice-president who it must substitute in its impediments and absences.
Article 6º
1. The Advice of Founders usually congregates a time per year and extraordinary whenever convoked for its President.
2. To function validly, the Advice of Founders needs that present or the majority of 2/3 (two terços) of the members is represented.
3. The approval of the admission of members competes to the Advice of Founders that they will have to be bigger, voluntary, responsible, free and capable to contribute for the accomplishment of the objectives of the Foundation and for the execution of the programs of the Foundation.
CHAPTER V
Of the Advice of Administration
Article 7º
1. The Advice of Administration is the social agency who dirige the Foundation.
2. The Advice of Administration is composed for, at least, 3 (three) members, being a President and two Administrators.
3. The Chairman of the board of Administration is nominated by the Chairman of the board of Founders after auscultation of the Advice of Founders.
4. The members of the Advice of Administration exert its functions for a period of 3 (three) years, being able to be renewed.
5. The Chairman of the board of Administration assigns the Administrator who it must substitute in its impediments and absences.
6. The vacant opened for resignation, exoneration or impediments of any member of the Advice of Administration, are filled by deliberation of advice of Founders, counting itself for effect of the term of the mandate the stated period passed in the exercise of the mandate of the inactive member.
7. The Chairman of the board of Administration has quality votes.
8. The Advice of Administration usually congregates a time for trimester and whenever convoked for the President.
9. The deliberations of the Advice of Administration are taken by majority, becoming fulfilled themselves validly the sessions since that present or the majority of its members in efectividade of functions are represented.
10. The activity of the Advice of Administration is supported by people contracted for effect the director of these competes one of the Administrators assigned by the Chairman of the board of Administration.
11. The vote for correspondence is admitted.
Article 8º
It competes to the Advice of Administration:
a) To direct the activities of the Foundation;
b) b) To consider and to execute the Annual Program and the Budget of the Foundation;
c) To create and to keep a database on the Dr. António Agostinho Neto;
d) d) To manage the patrimony and the investments of the Foundation;
e) To open and the (s) counts (s) banking (s) of the Foundation;
f) f) To keep a complete register and exact of all the financial transactions and the movable property of the Foundation;
g) To approve and to publish the audited report and Accounts of the previous exercise;
h) To contract and to fire the staff of the Foundation;
i) To contract the safe from civil liability for financial protection of the Foundation;
j) To decide on all the subjects that are submitted to it;
k) To approve the internal regulations of the Foundation and the institutions that come to be tutored people for the Foundation;
l) To assign or to confirm, in accordance with the Statutes and/or regulations of the institutions of the Foundation is titular , the members of the respective leading agencies;
m) To represent the Foundation.
Article 9º
The Chairman of the board of Administration will be able to nominate one or more members of Foundation to assure current management of projects or services of the Foundation.
Article 10º
The Foundation is compelled for the signature:
a) Of two members of the Advice of Administration, being the one of them obligatorily President.
b) Of one or more agent chief executive, in the terms and limits being able of them that them they have been conferred
Article 11º
1. The responsibility of the Foundation is limited to its patrimony.
2. The members of the social and used agencies only are personally responsible, before the Foundation and third injured, for the shares or omissions practised with deceit or gross fault in the fulfilment of its duties.
CHAPTER VI Fiscalization and Auditorship Article 12º
The fiscalization of the Foundation and auditorship of the accounts competes to an Auditor external, chosen for the Advice of Founders, a period of 3 (three) years.
CHAPTER VII Exercise and Financial management Article 13º
1. The social year coincides with the calendar year.
2. The investments must be managed according to diversification principle prudential, security, rendibilidade and support.
3. Of the incomes of the investments of the exercises, they will have to be reinvested, at least, 50% (fifty percent) of its liquid annual value.
4. The incomes of the investments of the exercises, refined in compliance with the law, will have successively, the following application:
a) Constitution and eventually reintegration of the legal reserve and other reserves that the law to determine;
b) A percentage to attribute to the Advice of Administration for the current expenses budgets;
c) Income to reinvest;
d) Other purposes that the Advice of Founders to deliberate, under proposal of the Advice of Administration.
CHAPTER
Final disposals
Article 14º
1. It competes to the Advice of Founders deliberating on the modification of the Statutes.
2. The Foundation alone will be become fluid when for this it has legal cause or when it will have deliberation of dissolution approved for members of the Advice of Founders who represent 75% (seventy and five percent) of the votes.
3. The deliberation related in the previous number could only be taken in session express convoked for the effect, with not inferior antecedence the 30 (thirty) days, being its members convoked for resisted and/or announcement in one of periodicals of the capital.
4. In the case of being voted the extinguishing of the Foundation, the Advice of Founders it will fix the destination to give to its capital assets.
Article 15º
The liquidation of the patrimony of the Foundation is made extrajudicial througha commission Liquidator, consisting of the members of the Advice of administration and with observance of the deliberations taken for the Advice of Founders.
