Statutes

Ratified December 27, 2004, RIGA

1. FOUNDATION NAME, GOALS, OBJECTIVES AND TERMS

1.1. The name of the foundation is the VITOLS FOUNDATION (henceforth in the text – Foundation).

1.2. The goal of the Foundation is to promote education in Latvia by use of Foundation and donor financing.

1.3. In order to achieve its goal the Foundation:
1) organizes and awards scholarships and support;
2) organizes fund raising campaigns in order to procure financial and other types of donations from private individuals, organizations and companies;
3) organizes and administers all financing and property belonging to and donated to the Foundation;
4) recognizes individuals who have made significant contributions to the development of education in Latvia with awards and prizes;
5) promotes the activities of the Foundation by publishing informative materials, organizing marketing campaigns and events;
6) performs other promotional activities as allowed by law.

1.4. There are no term limitations to the activity of the Foundation.

2. THE JUDICIAL AND PROPRIETARY STATUS OF THE FOUNDATION

2.1. The Foundation is a property aggregate, which is assigned for the purpose of attaining founder defined goals of a non-profit nature.

2.2. The Foundation is a judicial entity with its own bank balance and accounts, its own seal and forms.

2.3. The Foundation may hold in ownership real estate and movable property provided that it has not been taken out of circulation either in the Republic of Latvia or abroad.
The Foundation acquires proprietary and nonproprietary rights, assumes liabilities, it may act as claimant or respondent in court.

2.4. The Foundation may pursue any and all economic activity pertaining to the use and maintenance of its property as well as other economic activities pertinent to the realization of its goals.

2.5. The Foundation is liable for all its proprietary obligations. The Foundation is not liable for the obligations of its founders. The founders are not liable for the obligations of the Foundation.

2.6. In the performance of its activities the Foundation abides by the existing legislation in the Republic of Latvia, these Statutes, the decisions of its governing bodies and other regulations governing those activities.

2.7. The Foundation is a non-profit organization; any profit gained as a result of its economic activities is to be used to attain the goals set forth in these Statutes and it may not be distributed among founders or board members of the Foundation.

2.8. Foundation property, capital consists of:
1) founder assigned property;
2) donations;
3) income earned from Foundation possessions;
4) income resulting from economic activity;
5) any other property, the acquisition of which is compliant with legislation and the goals of the Foundation.

2.9. The Foundation may acquire property for use or ownership from other individuals.
Property that the Foundation acquires for use or ownership at no cost (donations, endowments, bequests and the like), is assigned as prescribed by law by contract or other legally binding property assignment documentation.
Property that the Foundation acquires for use or ownership free of cost is assigned as prescribed by law using universal transaction instruments.
When receiving property for use or ownership at no cost, the Foundation is bound by any regulations and restrictions imposed by the donor or endower of said property.

2.10. All property, capital of the Foundation is divided into privileged and non-privileged capital.
Privileged capital is all property, including financial property, that the Foundation has received as a donation or endowment whose use is restricted to the yield (rent or lease payments, interest rates etc.) of said property.
Non-privileged capital is all property without use restrictions.

2.11. The Foundation assets are used to realize the goals and objectives of the Foundation:
1) Awarding Foundation scholarships, support and prizes. The recipients of said scholarships, support or prizes may not be founders, board or council members of the Foundation.
2) Guaranteeing organizational activity of the Foundation, covering expenses incurred by Foundation personnel and governing bodies;
3) Purchasing and maintaining real estate and movable property;
4) Economic activity consistent with legislation and these statutes;
5) Covering expenditures incurred during the realization of Foundation goals and objectives;
6) Expanding Foundation property, capital.

2.12. Questions regarding the use of Foundation assets fall under the authority of the Board, which decides all matters pertaining to the use of Foundation assets, except specific instances outlined in these Statutes where approval of the Council is required.

2.13. The Foundation may engage personnel on a salaried or voluntary basis. All questions pertaining to the duties, wages and expenses of personnel are decided by the Board. All questions pertaining to the duties, wages and expenses of Board members are decided by the Council.

2.14. The Foundation may not award financial assets, provide guarantees, issue promissory notes or in any other manner finance founders, Council or Board members and other persons with a vested interest including spouses, relatives and in-laws, extending to relatives and in-laws once removed.

3. INSIGNIA AND PUBLIC ACTIVITY.

3.1. The Foundation has its own insignia, approved by the Board.
The Foundation insignia appears on all Foundation forms, badges and other paraphernalia.

3.2. The Foundation may have its own publications – newspapers, magazines and internet home pages.

3.3. The Foundation may perform all legal public activity.

4. ORGANIZATIONAL STRUCTURE.

4.1. The governing bodies of the Foundation are the Council and the Board.

4.2. The governing bodies of the Foundation may be comprised only of adults whose permanent place of residence is the Republic of Latvia.
The Council will dismiss any Council or Board member if said member changes his/her permanent place of residence from Latvia to another country.

5. THE COUNCIL.

5.1. The Council is comprised of five to nine members, one of whom is the Chairman of the Council.

5.2. Foundation founders, relatives in descending order (children, grandchildren, great grandchildren etc.) as well as other persons may be members of the Council.
Council membership is formed in such a way as to achieve a majority of founders and their relatives in descending order.
Founders may be either Council or Board members. Founders may hold the position of either Council or Board Chairman.

5.3. When registering the Foundation, founders determine the number of Council members consistent with Foundation statutes.
When registering the Foundation, founders appoint the Chairman and members of Council.
Upon registration of the Foundation, all questions pertaining to Council members are decided by the Council, which determines the number of Council members, appoints and dismisses Council members and the Chairman of the Council.

5.4. The Chairman of the Council and Council members are appointed for a term of five years. The Chairman of the Council and Council members may be appointed for successive terms.

5.5. The work of the Council is directed by the Chairman of the Council.
The Council organizes its work in Council meetings.
Council members perform their duties with no remuneration.

5.6. The Chairman of the Council and Council members may resign of their own initiative. A Council member may be dismissed for not attending three consecutive Council meetings.

5.7. Only Council has the authority to:
1) decide questions pertaining to changes in the Statutes of the Foundation;
2) decide questions pertaining to changes in the goals of the Foundation;
3) decide questions pertaining to discontinuing or continuing the work of the Foundation;
4) decide questions pertaining to reorganization of the Foundation;
5) appoint and dismiss Council members and the Chairman of the Council;
6) appoint and dismiss Board members and the Chairman of the Board; appoint and dismiss the Auditor, determine his salary and review all complaints lodged against any of the above. The Council may dismiss any Board member or Auditor prior to the end of his term;
7) decide questions pertaining to the expropriation of real estate holdings, their encumbrance with a lien or liens, taking out loans and issuing guarantees;
8) decide questions pertaining to the management of privileged capital;
9) decide questions pertaining to the liquidation of the Foundation, appointment of a liquidator, retaining the right to assign people other than Board members to carry out liquidation procedures.

5.8. Council passes resolutions by a simple majority vote.

5.9. Council may pass resolutions at its meeting if a quorum of no less than 2/3 of Council members is in attendance.
If a quorum is not present, a special meeting will be convened which may pass resolutions if at least 3 Council members, at least 2 of whom must be founders or their relatives in descending order, are in attendance.

5.10. Any Council or Board member and the Auditor have the right to present questions for discussion.

5.11. Regular Council meetings are convened by the Board no less than once a year, giving notification of the meeting no later than one week prior to the date of the meeting.

5.12. Interim Council meetings are convened by the Board of its own initiative and in the event of a request by the Auditor for at least 2 Council members,

5.13. The date and time of interim Council meetings must be determined and announced to Council members within a week of the date of the request.

5.14. The location of the Council meeting is determined by the Board.

5.15. Council activity may be conducted by correspondence, in which case each Council member is mailed the draft of any questions up for discussion. A resolution is passed if all Council members unanimously vote, in writing, to pass said resolution. All of these written votes are to be attached to the respective Council resolution.

5.16. Council meetings may take place without previous notice, if all Council members are present and they unanimously vote to hold a meeting.

6. THE BOARD.

6.1. The Board oversees and manages Foundation affairs, manages Foundation property and handles its resources in accordance with the law and these statutes.

6.2. The Board is comprised of three members appointed and dismissed by Council resolution.
Board members are appointed for a two-year term.

6.3. The work of the Board is organized by the Chairman of the Board, who is elected by the Council.
All members of the Board have representation rights, and each Board member represents the Foundation independently with no restrictions.
Distribution of duties of Board members and Foundation documentation is determined by Council.

6.4. Board members are entitled to remuneration for their services; such remuneration and its allocation is determined by Council.

6.5. When registering the Foundation, the founders appoint Board members and the Chairman of the Board.

7. ACCOUNTING AND ANNUAL REPORT.

7.1. The Foundation manages its recordkeeping, bookkeeping and statistical accounting, compiles and submits periodic and annual reports in accordance with the laws of the Republic of Latvia.

7.2. At the end of the year the Board prepares and submits the Foundation’s annual report to the Council in accordance with the law.
The Auditor reviews the annual report of the Foundation.
Every year, no later than March 31, the Foundation submits its annual report to the national revenue service and the national registry.

7.3. The Foundation and its donors may receive tax rebates as provided for by law.

8. CONTROL AND AUDIT OF FOUNDATION ACTIVITIES.

8.1. All economic activity of the Foundation is controlled by the Auditor.
The Auditor may be one person, a commission of three people or a person recognized by law as a certified accountant or auditor.
When registering the Foundation, the founders appoint the Auditor as proscribed by Foundation statutes.
Upon registration, all questions pertaining to the appointment or dismissal of the Auditor are decided by the Council.
The Auditor is appointed for a term of two years.

8.2. The Auditor audits all Foundation property, implements all control and inspection mechanisms.
8.3. The Auditor audits all Foundation financial activity and asset distribution and bookkeeping no less than once per year.
The Auditor submits his reports to the Council.
In the event that the Auditor is a commission, all decisions are made by a simple majority vote.

8.4. Individuals who donate to the Foundation may at any time review the activities of the Foundation as well as all documents as proscribed by law, with the exception of documents and news about other donors.

9. TERMINATION OF FOUNDATION ACTIVITIES.

9.1. Termination of Foundation activities occurs in such instances as prescribed by law or in the event of a resolution adopted by the Foundation Council.

9.2. Termination of Foundation activities is managed as prescribed by law.

9.3. When terminating Foundation activities all remaining Foundation assets, after satisfying all creditor demands or depositing monies owed them and satisfying all other demands as prescribed by law, are turned over to a non-profit foundation with similar goals and objectives selected by the Council.
In the event that, at the time of termination of Foundation activities, a similar foundation does not exist within the Republic of Latvia, Foundation assets are turned over to any charitable institution selected by the Council.

9.4. When distributing or assigning remaining Foundation assets at time of termination of Foundation activities, donor and endower restrictions regarding use of donations and endowments must be considered.
The above mentioned donor and endower restrictions regarding use of donations and endowments to the Foundation are not subject to change or amendment and their consideration is mandatory for all governing bodies of the Foundation.

10. REORGANIZATION OF THE FOUNDATION.

10.1. The Foundation may be reorganized as prescribed by law either by consolidation or allocation.

10.2. Foundation consolidation may occur either as incorporation or merger.
Incorporation is a process whereby the Foundation either as the incorporated entity assigns all its assets to a similar foundation or as the receiving entity receives all the assets of a similar foundation as the incorporated entity.
Any asset aggregate compliant with legal foundation law may be incorporated into the Foundation as long as it does not conflict with the law.
Merger is a process whereby the Foundation, together with one or more other foundations as incorporated entities assigns all of its assets to the newly established foundation as the receiving entity.
In the event of consolidation all rights and liabilities of the incorporated foundation are transferred to the receiving foundation and the incorporated foundation ceases to exist, foregoing liquidation proceedings.
In the event of merger the new foundation is to be established as prescribed by law and the incorporated foundations are considered its founders.

10.3. Foundation allocation is a process whereby the Foundation as the allocated entity assigns its assets to one or more similar foundations as receiving entities either by division or separation.
In the event of division, the Foundation assigns all its assets, rights and liabilities to two or more receiving foundations and the Foundation ceases to exist, foregoing liquidation proceedings.
In the event of separation, the Foundation assigns part of its assets, rights and liabilities to one or more similar foundation. In the event of separation, the Foundation continues to exist.
In the event of separation, the receiving foundation may be an existent foundation or to be newly established. When establishing said new foundation, the Foundation is considered its founder.

10.4. The Foundation may be reorganized only if any receiving foundation performs its activities based on statutes that comply with the goals and principles of the Statutes of the Foundation.

Rīga, December 27, 2004

Chairman of the Board ___________________Vita Diķe

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