Foundation Charter
Charter
Chapter 1 General Provisions
Article 1 Name
The name of the Foundation is “朱邦復文化基金會” in Chinese, “Fundação Cultural Chu Bong Foo” in Portuguese and “Chu Bong Foo Culture Foundation” in English, hereinafter referred to as “the Foundation”.
Article 2 Nature
This Foundation is a private juridical person set up in line with the Civil Code, it is based on its assets and is a non-profit making foundation committed to social interests. It is subject to this Charter, and all issues not covered in this Charter shall be governed by the applicable laws of Macao.
Article 3 Duration and Location
The Foundation, whose office is situated at flat J, sixth floor of the Golden Dragon Centre, Avenida Xian Xing Hai no. 105, Macao, has no limit of duration. Its office can be moved to any other places within the Macao Special Administrative Region that are considered to be adequate and necessary by the Foundation.
Article 4 Aims
As a non-profit making organization, the Foundation is aimed at promoting and developing the education, culture, health care and other public utilities of the Macao Special Administrative Region of the People’s Republic of China, the Mainland China and other regions, and subsidizing diligent and outstanding students to continue their education as to cultivate talents for the society.
Article 5 Activities
In order to achieve its aims and in accordance with law, the Foundation:
1) receives gifts, inheritances, bequests or donations, with terms and liabilities compatible with its aims;
2) organizes, co-organizes or provides funding for activities and projects that conform to the Foundation’s aims.
Chapter 2 Assets, Resources, Capital
Article 6 Assets
The assets of the Foundation include:
1) The amount of MOP$5,000,000.00 contributed by Mr. Dizon Basilio, and 24,291,400.00 shares of the “Culturecom Holdings Limited” contributed by Mr. Chu Bong Foo, in which the par value per share is HKD$1.00, which is equivalent to MOP$1.29, received upon the Foundation’s establishment;
2) Any assets, rights or obligations the Foundation receives or obtains during the performance of its activities.
Article 7 Resources
The resources of the Foundation include:
1) Interests from the cash deposited in bank, such cash is received upon the Foundation’s establishment or contributed by the founders afterwards;
2) Dividends or other profits dispatched by the “Culturecom Holdings Limited”;
3) Any gifts, inheritances, bequests or donations received or obtained by the Foundation during the performance of its activities;
4) Profits from the investments of the Foundation, such as profits from the sale of assets, profits from the operation of projects, profits from the operation of activities, profits from the operation of the Foundation, etc.
5) Movable and immovable property obtained on a paid or unpaid basis or by other means;
6) Repayments of any funding provided as to fulfill the aim of the Foundation.
Chapter 3 Organizational Structure
Article 8 Organs
The organs of the Foundation are:1) Trustees Committee;2) Executive Committee;3) Fiscal Committee；4) Development Committee
Article 9 Trustees Committee
1) The number of members of the Trustees Committee shall be odd, and at least three members, and no more than fifteen members;
2) The first term of the Trustees Committee shall be elected by the founders, and subsequent terms shall be elected by the term of the previous term.
3. The term of service of members of the Trustees Committee shall be two years and renewable in one or more times; the appointment shall be terminated in the event of a waiver of such appointment, or absence in meeting for three times successively or six times intermittently without any reasonable explanations.
4) Any member of the Trustees Committee shall be removed from the Committee, if he or she is found to be inappropriately responsible for any position, to have committed a serious misconduct or to be clearly uninterested in the position, by a majority vote of the Trustees Committee, with at least three-fifths of the votes approving the removal.
5. The vacancy upon the death, inability to serve, termination or suspension of appointment, removal or waiver of such appointment of members of the Trustees Committee shall be filled by the person who meets the qualifications stipulated on paragraph 1 of this Article and filled in accordance with the provision of paragraph 2 of this Article.
6. The members of the Trustees Committee is not entitled to remuneration for their performance of duties, except the attendance subsidy and travel allowance to be set up by the Trustees Committee.
Article 10 Powers and Functions of the Trustees Committee
The Trustees Committee has the following powers and functions:
1) To ensure and protect the aim of the Foundation, and to establish its general guidelines in the aspects of operation, investment strategies and fulfillment of its aim;
2) To approve its internal charter;
3) To approve the next year’s work plan and budget, and any supplementary budgets;
4) To pass the annual work report and financial report;
5) To delegate the auditors to audit the Foundation’s financial condition;
6) To accept the activity report and relevant information submitted by the Executive Committee, and to make instructions for the operation and activities of the Executive Committee;
7) To approve the donation, inheritance, gift or bequest received or obtained by the Foundation during the performance of its activities;
8) To approve the purchase of movable and immovable property, and to transfer or assign any property of the Foundation;
9) To express its opinion on any matter submitted by the Executive Committee or the Trustees Committee.
Article 11 Operation of the Trustees Committee
1. The Trustees Committee shall hold one ordinary meeting each year.
2. Extraordinary meetings shall be convened by the Chair of the Trustees Committee on his/her own initiative, or when requested by one third of its active members, or by the Executive Committee.
3. Extraordinary meetings shall be held when at least one third of its active members are present.
4. Extraordinary meetings may be held by telephone or video conference.
5. The Chair of the Trustees Committee may invite members of the Executive Committee or the Fiscal Committee or people out of the Foundation to attend its meetings, but only the members of the Trustees Committee have the right to vote.
6. The Trustees Committee may decide in writing when at least one third of its active members, including the Chair of the Trustees Committee and the Vice Chairman of the Trustees Committee, vote in favour of any matter.
Article 12 Chairman and Vice Chairman
The Chairman of the Trustees Committee has the right to exercise the power of the Vice Chairman at any time, but must be approved by the Chairman within fourteen days. If the Chairman does not explicitly approve or explicitly disapprove of the Vice Chairman within fourteen days, the Vice Chairman is deemed to have been approved by the Chairman. The above provisions do not apply to the situation where the Chairman is present at the meeting. In such cases, the Vice Chairman is deemed to have been approved by the Chairman.
Article 13 Executive Committee
1. The Executive Committee is responsible for the Trustees Committee.
2. The Executive Committee consists of at least three and at most fifteen members, with one Chairman and one Vice Chairman.
3. The Chairman, Vice Chairman and members of the Executive Committee are appointed by the Trustees Committee.
4. The term of the members of the Executive Committee is two years, and they can be reappointed. However, the provisions of paragraph 5 do not apply.
5. The members of the Trustees Committee may also serve as the members of the Executive Committee.
6. The members of the Executive Committee are to perform their duties as full-time or part-time employees, as determined by the Trustees Committee.
7. The term of the members of the Executive Committee is two years, and they can be reappointed. However, the provisions of paragraph 5 do not apply.
8. The members of the Executive Committee are entitled to receive remuneration and allowances, as set up by the Trustees Committee.
Article 14 Powers and Functions of the Executive Committee
1. The Executive Committee is responsible for the management of the Foundation, namely in the following aspects:
a) To set up the internal organization of the Foundation, through its operating rules, especially in relation to the appointment of its members, their remuneration and allowances, and other matters related to its operation;
b) To manage the Foundation’s assets, including but not limited to the purchase, sale, transfer, assignment, and disposal of movable and immovable property, as required or appropriate;
c) To approve the expenditure required to perform the duties of the Foundation, and the expenditure necessary for the operation of the Foundation;
d) To establish cooperation and communication agreements with other entities or organizations that are in line with the Foundation’s purpose;
e) To host, co-host or fund specific activities or projects that are in line with the Foundation’s purpose;
f) To accept the donation, inheritance, gift or bequest received or obtained by the Foundation during the performance of its activities;
g) To prepare and submit the annual plan, budget and supplementary budget to the Trustees Committee for approval;
h) To prepare and submit the annual report and financial report to the Trustees Committee for approval;
i) With the approval of the Trustees Committee, the Executive Committee may negotiate and establish loan contracts and provide warranties;
j) To invest in the Macao Special Administrative Region or other regions, as directed by the Trustees Committee, in order to increase the value of the Foundation’s assets and to maximize its benefits;
k) To establish and maintain accounting systems, in order to accurately and completely reflect the financial status of the Foundation’s assets;
l) To delegate the powers and functions of the Foundation to its members, as directed by the Trustees Committee, in order to maximize the benefits of the Foundation;
m) To represent the Foundation in court, and to file lawsuits, settle disputes, withdraw lawsuits, or accept arbitration, as directed by the Trustees Committee, in case of any dispute or claim against the Foundation.
2. The Chair of the Executive Committee has the power to handle the daily management affairs and may delegate this power to other members.
Article 15 Operation of the Executive Committee
1. The Executive Committee meets regularly twice a year.
2. Special meetings of the Executive Committee may be held by the Chairman of the Executive Committee, or may be held on request of a majority of the members of the Executive Committee.
3. The meetings of the Executive Committee may be held by telephone or video conference.
4. The decisions of the Executive Committee are made by majority vote. In the case of a tie vote, the vote of the Chairman of the Executive Committee has the final decision-making power, except in the case where the Charter of the Foundation provides for otherwise.
5. The Foundation is responsible for the signature of the Chairman of the Executive Committee.
Article 16 Fiscal Committee
1. The Fiscal Committee is composed of three members, with one of them serving as the Chairman.
2. The Chairman of the Fiscal Committee is to serve as the Chairman of the Trustees Committee.
3. The members of the Fiscal Committee are to serve as the members of the Trustees Committee.
4. The term of the members of the Fiscal Committee is two years, and they can be reappointed. However, the provisions of paragraph 2 do not apply.
5. The meeting of the Fiscal Committee shall be conducted in ways of teleconference or video conference.
6. Resolutions of the Fiscal Committee are passed by a majority of votes, in case of an equality of votes, the vote casted by the Chair shall be decisive.
7. In the event that all the members of the Fiscal Committee cast affirmative votes, its resolution can be passed in writing.
8. The remuneration of the Fiscal Committee members shall be decided by the Chair of the Trustees Committee.
Article 17 Powers and Functions of the Fiscal Committee
1. The Fiscal Committee has the following powers and functions:
a) To review the Foundation’s working year-end balance sheet and account items, and to obtain independent audit reports from the accountant or accountant’s office, and to prepare year-end opinions;
b) To periodically review the Foundation’s financial situation, in order to ensure that its performance complies with the rules;
c) To request the Executive Committee to provide any necessary assistance in fulfilling its responsibilities;
d) To request the Trustees Committee to provide any necessary assistance in fulfilling its responsibilities.
2. The Fiscal Committee shall have the right to review and obtain any documents of the Foundation in order to perform the duties as mentioned on the above paragraph.
3. In the event that any document of the Foundation is marked as confidential, the members of the Fiscal Committee shall have the duty to keep the document confidential, unless otherwise stipulated in the Charter of the Foundation.
Article 18 Monitoring Program
1. If the Trustees Committee believes that the Foundation’s financial situation is abnormal, it should notify the Trustees Committee and seek correction suggestions.
2. If the Trustees Committee has not received any response to the notification of the abnormal financial situation of the Foundation within thirty days, it should seek to resolve the matter with the Fiscal Committee.
Article 19 Nominations for Honorary Chairman, Honorary Chairman and Honorary Advisory Board Member
The Foundation is authorized to invite individuals who have made significant contributions to society and have demonstrated a strong support for the Foundation to serve as Honorary Chairman, Honorary Chairman or Honorary Advisory Board Member.
Article 20 Temporary Regulations
Before the Foundation has delegated the powers and functions of its various branches, the creator has the right and responsibility to delegate the first members of the Foundation’s branches.
Article 21 Appendices
Modifications, Changes and Revocations of the Charter of the Foundation
1. Any modification, change or revocation of the Charter of the Foundation shall be subject to the approval of the Trustees Committee and the Executive Committee, with a majority vote of the members of each committee.
2. In the event that the Foundation is dissolved, its assets shall be handled in accordance with the provisions of the Charter of the Foundation, except in the case where the Charter provides for otherwise.