Title ONE- Denomination, Head Office, Duration, Purpose
Article 1 – Denomination and Supervision
It is constituted under the denomination “Fondation Prix Henry Dunant” (hereafter referred to as the “Foundation”), a foundation subject to the present statutes and alternatively by articles 80 and following of the Swiss civil code.
The Foundation is enrolled in the commercial register and subject to the governance of the relevant qualified authorities.
Article 2 – Head Office
The Foundation’s head office is in Geneva.
Article 3 – Duration
The Foundation’s duration is unfixed.
Article 4 – Purpose
Fondation Prix Henry Dunant aims to reward individuals or organizations having made significant contributions to the study, spread, and renewal of the philanthropic ideas of Henry Dunant.
The Prix Henry Dunant generally consists of a monetary sum and a certificate
It is generally awarded every two years.
The Foundation may effect any operation directly or indirectly related to this purpose.
The Foundation is non-profit and unconnected to any political, denominational, or governmental affiliation.
TITRE TWO – CAPITAL AND SOURCE OF FUNDING
Article 5 – Capital
The Foundation disposes of an initial capital of thirty thousand Swiss Francs (30,000 CHF). Moreover, it is credited against the positive balance of the founder’s assets.
Article 6 – Source of Funding
The Foundation receives its funding through revenue from its assets and activities, as well as donations, gifts, grants, and other allocations of any nature whatsoever that it may receive, but which the Board also retains the right to decline.
The assets of the Foundation must be managed according to pertinent legal determinations.
TITLE THREE – FOUNDATION BOARD
Article 7 – Nomination, organisation
The Foundation is administered under the direction of a Board of Trustees (hereafter referred to as the “Board”) composed of at least three physical persons. The initial members of the Board are instated by the founder. The family of Henry Dunant is represented as fully as possible within the Board. Members of the Board are appointed for a period of fours years; their title is then renewable no more than two times in succession; it is nonetheless designated that the first title of appointed members within the course of a period of four years expires at the same time as that of other members of the Board. The Board is renewed by cooptation, the relevant decision having to be supported by two-thirds (2/3) of all members. At base the Board must appoint at least a president, a treasurer, and a secretary. The Board may rule the exclusion of one of its members upon unanimous decision of all other members.
Article 8 – Administration
The Board is the sole entity authorized to manage and administer the Foundation and its assets, and make and decisions useful or necessary to the accomplishment of its purpose. Capital and revenue of the Foundation can be used at any time in accordance with the judgement of the Board. The Board may delegate to one or more outside parties the management of the Foundations assets as well as its administration.
Article 9 – Assembly
The Board assembles as often as is deemed necessary by the business of the Foundation, this being at minimum once per year, as well as every time at least two Board members make a request for assembly to the president. Assembly of the Board is presided over by the president or, by default, by another Board member.
Article 10 – Notice Of Convocation
Except in urgent circumstances, notice of convocation must be addressed in writing to the members of Board at least two weeks in advance, with mention of the order at hand.
Article 11 – Decisions and minutes
The Board makes its decisions based on majority vote of present Board members. Nonetheless, in case of equality of votes, that of the assembly’s presiding Board member will be operative. Written accord of all Board members corresponds to decisions normally made in assembly.
Minutes are kept of the Boards decisions, signed by the president of the assembly and the secretary or other Board member, and reviewed in the following assembly.
Article 12 – Representation
The Board stands effectually vis-à-vis third parties.
It may confer individual or collective signature to one or more of its members, as well as to third parties.
Article 13 – Liability
The estate of the Foundation holds sole liability. Members of Board are neither personally nor financially liable for the debts of the Foundation.
Article 14 – Accounting policies
The Board may enact and modify at any time the accounting policies that it deems useful, while maintaining the obligation to submit them for approval to the appropriate governing parties.
Article 15 – Board of examiners
The Board may name a board of examiners responsible for proposing potential recipients of the Prix Henry Dunant. At least one of the Board members must belong to this board, over which he or she will reside. The Board may draft guidelines for the functioning of this board.
TITLE FOUR – Accounts and Control of Accounts
Article 16 – Estimates Year
The estimates year corresponds to the calendar year, the former ending on the 31st of December 1999.
Article 17 – Annual financial statement
Annual statements, consisting of a balance sheet and an account of profits and loss, as well as a management report, will be established at the end of each exercise.
Article 18 – Independent verification of accounts
Annuals statements are submitted each year for verification by one of more certified and independent accountants who are chosen every year by the Board. These accountants stand outside the Board and are eligible for re-appointment. Their verifications will be presented in a written report.
TITLE FIVE – MODIFICATION of statutes and liquidation
Article 19 – Modification of statutes
Any modification of statutes must be approved by governing authorities at the request of the Board.
Article 20 – Dissolution
If circumstances come to change and invalidate the purpose of the Foundation, the Board is responsible for taking adequate measures in the best interest of its founder’s original aims. If the purpose of the Foundation ceases to be tenable, legal conditions over the dissolution of the Foundation will apply.
Article 21 – Liquidation
In case of the dissolution of the Foundation, the Board will function as the liquidating authority, except upon contrary decision made by the governing authorities. No measure will be taken without express prerequisite accord of the governing authorities.
In the case of dissolution of the Foundation, all available assets will be wholly allocated to an institution of public interest pursuing a purpose in line with that of the Foundation, or, by default, to a project in conjunction with the International Red Cross and Red Crescent. In no case will the assets of the Foundation be subject to return to the founder, not may they be used to the profit of the founder, in part, in whole, or in any manner whatsoever.
NOMINATION of Foundation Board members
The appearers designate the following individuals as the first members of the Foundation’s Board:
- Monsieur Roger Durand, abovementioned appearer ;
- Madame Pierrette Mourgue d’Algue, abovementioned appearer;
- Monsieur Eric Dunant, originally from Geneva, residing in Chêne-Bougeries;
- Monsieur Jean-Pierre Gaume, French nationality, residing in Nyon;
- Monsieur Daniel Udrisard, originally from Nax, residing in Geneva;
- Monsieur Olivier Vodoz, originally from Tour-de-Peilz, residing in Geneva;
- Monsieur Costin van Berchem, originally from Geneva, residing in Cologny.
In light of the Foundation’s nature of public interest, the appearers hereby agree to waive any expectation of financial gain in connection with the present act.
Signed and agreed in Geneva, 19, rue du Général Dufour, in the bureau of Maîtres Gampert et Demierre, notaries. Upon complete reading of the current statutes, the appearers and notary officials have signed this record.
Recorded in Geneva October 23, 1998. Volume 1998.