I. NAME, HEADQUARTERS, PURPOSE AND ASSETS OF THE FOUNDATION
Article 1 - Company and Headquarters
Under the name of the Robert F. Kennedy Foundation (Robert F. Kennedy Stiftung; Fondation Robert F. Kennedy; Fondazione Robert F. Kennedy) an independent, not-for-profit and charitable foundation within the meaning of Art. 80 ff. of the Swiss Civil Code is established in Zurich. Any relocation of the headquarters to another location in Switzerland requires the approval of the supervisory authority.
Article 2 - Purpose
The purpose of the Foundation consists in the furtherance of education in the area of human rights in Switzerland. The Foundation can adopt any measures which serve to promote its purpose, including in particular the holding of information and cultural events, courses, seminars and congresses, the development of teaching material, the opening of one or more study and research centers, the involvement of qualified specialists and scientists, the payment of bursaries and tuition fees, and the arrangement of donations to organizations with similar objectives which are recognized in their country as not-for-profit organizations. If needed, the Foundation may access existing programs of the Robert F. Kennedy Center for Justice and Human Rights, an international human rights organization based in Washington, United States, adapt them to the Swiss context and develop them further. The Foundation can set up branch offices and participate in other companies, both in Switzerland and abroad, and carry out any transactions which are directly or indirectly related to its purpose. The Foundation may acquire, encumber, sell and manage real estate both in Switzerland and abroad. The Foundation is political and confessional neutral, has no commercial purposes and does not strive to make a profit. The right to change the purpose of the Foundation within the meaning of Art. 86a of the Civil Code is reserved.
Article 3 - Assets
The founder shall devote CHF 50,000 in cash as an endowment to the Foundation. Further donations to the Foundation by the founder or other persons are possible at any time. The Foundation's assets are to be managed in accordance with recognized commercial principles. The risk is to be distributed. The assets may not be jeopardized by speculative transactions but are not, however, required to be gilt-edged.
II. ORGANIzATION of the foundation
Article 4 - Organs of the Foundation
The organs of the Foundation are: the board of trustees, the auditors (unless, given the satisfaction of the statutory requirements, the supervisory authority decrees that the Foundation is to be exempted from the obligation to nominate auditors). The regulations may provide for other organs.
Article 5 - Board of Trustees and composition
The Foundation is to be managed by a Board of Trustees consisting of at least three natural persons or representatives of legal persons, who are in principle to carry out their tasks on a voluntary basis. The Members of the Board of Trustees are entitled to compensation for costs and expenses. The Board of Trustees shall decide on the organization of compensation to Members or persons to whom special powers are transferred or who provide special services. The Members of the first Board of Trustees are to be appointed by the founder, who can be a Member of the Board of Trustees as well.
Article 6 - Constitution and supplement
The Board of Trustees shall constitute and supplement itself.
Article 7 - Term of Office
The term of office of Members of the Board of Trustees is three years. They may stand for re-election an unlimited number of times. The Board of Trustees is to be reappointed for each term of office by the previous Members by cooptation by a simple majority. The President has the casting vote in the event of a tie. Should Members leave the Board of Trustees during their term of office, elections are to be held to replace them for the remainder of the term of office. Members may be removed from the Board of Trustees at any time for grave and weighty reasons, where a grave and weighty reason would be deemed to apply in particular if the Member were to violate the obligations incumbent on him with regard to the Foundation or were no longer able to properly discharge his duties. A fair hearing is to be granted to the Trustee whose removal is proposed. The Board of Trustees shall govern the procedure. The Members of the Board can submit their resignation at any time by written notice to the President of the Board of Trustees.
Article 8 - Competences
Responsibility for the ultimate management of the Foundation rests with the Board of Trustees. It is entitled to all those powers not explicitly allocated to another organ in the Articles of Association and regulations of the Foundation.
The Board of Trustees has the following inalienable tasks:
• Regulation of the authority to sign and power of representation of the Foundation;
• Election of the Board and the Auditors;
• Approval of the financial statements.
The Board of Trustees shall enact a regulation on the details of the organization and the management (cf. Art. 11). This can be modified by the Board at any time in the context of the intended purpose. Changes require the approval of the supervisory authority. The Board of Trustees is entitled to transfer some of its powers to one or more of its Members or to third parties. It is in particular entitled to make use of committees, offices or other bodies.
Article 9 - Decision-making procedure
Der Stiftungsrat ist beschlussfähig, wenn die Mehrheit der Stiftungsräte anwesend ist. Die Beschlüsse werden mit einfachem Mehr gefasst, soweit keine anderweitige Regelung festgelegt ist. Bei Stimmengleichheit entscheidet der Präsident (Stichentscheid). Über Sitzung und Beschlüsse wird ein Protokoll geführt. Das weitere Verfahren regelt der Stiftungsrat in einem Reglement.
Article 10 - Liability of the Board of Trustees
Any persons involved in the administration, management or auditing of the Foundation are responsible for any damage they may cause by an intentional or grossly negligent breach of their obligations themselves. Should more than one person be liable, each individual is jointly and severally liable for any damage to the extent to which the damage is attributable to him or her personally on the grounds of his or her own fault and the circumstances.
Article 11 - Regulations
The Board of Trustees shall lay down the principles of its activity in one or more regulations, which are to be presented to the supervisory authority for approval.
Article 12 - Statutory Auditor
The Board of Trustees shall select an independent, external auditor to verify the accounting of the Foundation on an annual basis and submit a detailed audit report on the result to the Board with a request for approval. The auditor shall monitor compliance with the provisions of the statutes, the regulations and the purpose of the Foundation. The supervisory authority may exempt the Foundation from the duty to appoint an external auditor if the legal requirements for such exemption are met. The Board of Trustees may petition a corresponding request to the competent supervisory authority.
III. CHANGES TO THE DEED OF FOUNDATION AND WINDING UP THE FOUNDATION
Article 13 - Changes to the deed of foundation
The Board of Trustees is entitled by unanimous decision to petition the competent supervisory authority for a change to the deed of Foundation within the meaning of Art. 85 et seq. of the Civil Code.
Article 14 - Winding up
The Foundation is established for an unlimited period. The Foundation may be wound up prematurely by unanimous decision of the Board of Trustees only for the reasons provided for in law (Art. 88 of the Civil Code) and only with the consent of the supervisory authority. Should it be wound up, the Foundation's remaining assets are to be used in a manner that is as consistent as possible with the purpose of the Foundation. The Board of Trustees can make a proposal to this end. The return of endowments to the founder or its legal successors is prohibited.
IV. Commercial register
Article 15 - Commercial registry entry
This Foundation is entered in the commercial registry of the canton of Zurich, Switzerland.
Article 16 - Prevailing version
A German and an English version exist of these Articles of Association. The German version shall prevail.