(English translation, the French version is the only legal version)
Name, seat, duration, intent, registration
Article 1. Name, seat, duration
Any designation of person and function used in these articles applies indiscriminately to men and women.
In Bulle, under the name “EPOS Foundation”, is incorporated a Foundation, under articles 80 and seq. of the Swiss civil code, which governs these statutes
The headquarters of the Foundation is in Bulle. Any transfer of the seat to another place of Switzerland requires the prior approval of the supervisory authority. The duration of the Foundation is unlimited.
Article 2. Purpose of the Foundation
The purpose of the Foundation is to improve, promote and optimise the teaching and research in the field of Paediatric Orthopaedics, this includes:
continuing education in general
clinical outcome research
To achieve its goal, the Foundation will act as follows:
Support postgraduate training and continuing education in Paediatric Orthopaedics, organized and supported by EPOS Facilitate exchange program and fellowships in Paediatric Orthopaedics Promote clinical research and basic research in area concerning Paediatric
Orthopaedics. Offer help to create or create appropriate scientific and/or technical publications for post-graduate training and continuous education, including information for patients and their families.
The Foundation may lead all activities necessary in order to achieve the purpose of the Foundation, including the acquisition and management of properties, the appointment of its own staff and/or delegation of tasks to third parties.
The Foundation’s Board may decide of one or several internal Regulations concerning the organisation of the Foundation and the pursuit of its purpose. These internal Regulations and their amendments must be submitted for approval to the supervisory authority.
Article. 3 Supervisory authorities registration
The Foundation is registered in the “Registre du Commerce”, in the Canton of Fribourg, and benefits of legal personality
Capital and resource use
Article 4 Assets
The Founder endows the Foundation with initial capital of 50,000 Swiss francs.
Donations may be made to the Foundation by the Founder or other persons at any time. The Board of Trustees shall endeavour to increase the fortune of the Foundation through private or public donations.
The Foundation can only accept donations if they are free of charge, and cannot accept donations with conditions which are incompatible with its purpose.
The Foundation’s resources are:
Income of its fortune
Grants and subsidies from public or private companies and institutions
Donations , bequest, legacies and other allowances of all kind
The Foundation’s Board may, acting sovereignly, accept or decline Donations, bequest, legacies and other allowances of all kind, given to the Foundation.
The fortune of the Foundation must be administered under the principles of liquidity, security, performance, and appropriate distribution risks.
The capital and interests may only be used to achieve the purpose of the Foundation.
Organization of the Foundation
Article. 6. Organs of the Foundation
A: Foundation Board
The administration is managed by a Foundation Board composed of six members at least, but nine members to the maximum. The European Paediatric Orthopedic Society, with headquarters in Prague will have the right to designate six members of the Foundation Board.
The first Board of Trustees is composed of:
• Mr Muharem Yazici
• Mr Andreas Roposch Vice-President
• Mr Gaetano Pagnotta Treasurer
• Mr Pierre Lascombes Member
• Mr André Kaelin
• Mr Bjarne Möller-Matzen
Article 8 Administrative period
The Foundation Board members are elected for a term of four years. They may be re-elected for a further period
The Foundation Board constitutes itself by appointing a Chairman, a Vice-Chairman, a Secretary and/or Treasurer.
The Secretary and the Treasurer need not necessarily be part of the Foundation Board.The positions of Secretary and Treasurer may be entrusted to the same person.
For each administrative period, the Foundation Board is full and is renewed by co-optation.
If members leave the Council of Foundation within an administrative period, othermembers must be elected for the remainder of the period.
It is possible to revoke a member of the Council of the Foundation at any time, a substantial reason to do so includes that the Member concerned has violated the obligations to the Foundation or that he is no longer able to properly perform his duties.
The revocation of a member is decided by the Foundation Board by a majority of two thirds of the members present
Article 9 Duties
The Foundation Board exercises the Supreme direction of the Foundation. It has all the responsibilities that are not expressly delegated to another organ in the statutes (Foundations Act, statutes internal regulations of the Foundation). It has the following
• Regulation of the right of signature and representation of the Foundation;
• Appointment of the Foundation Board and the Auditors;
• Approval of the annual accounts.
The Foundation Board may vote internal regulations on the modalities of the Organization and management (see art 2 and. 14). It may be amended at any time by the Board in the frame of the Foundations purpose.
The Foundation Board is empowered to delegate some of its powers to one or more of its members or third parties.
The activity of the members of the Foundation Board is in principle voluntary. Only actual expenses are reimbursed. Compensation may be paid in some cases for Member situations resulting in considerable additional work. The Foundation Board may decide
the payment of wages for members or persons who have special skills and have participated in work requested by the Foundation Board.
Article 10 Sessions, convocation
The Foundation Board meets whenever business so requires, but at least once a year, convened by the President or the Vice President. The convocation shall be sent at least 10 days in advance, unless all members of the Foundation Board waive this
Each Member of the Foundation Board may, in writing and in motivating his motion, request of the President or, failing that, the Vice President to convene a meeting within a month.
Article 11 Proceedings and decisions
The Foundation Board may validly deliberate when the majority of its members are present. Decisions are made by a simple majority. In the case of equality of votes, it is the President or, failing that, the Vice-President who decides. The deliberations and
decisions are recorded in a report signed by the President or, failing that, the Vice-President and the author of the report.
Decisions may also be taken by way of circulation as long as no member requests oral deliberation. The decisions taken by traffic require the agreement of all members and are recorded in the minutes of the next session.
In the case of conflict of interest, the Member concerned is required to leave.
Article 12 Representation and right of signature
The Foundation Board represents the Foundation to third parties. It may delegate the authority to represent the Foundation by other persons, subject to their registration in the register of trade.
Article 13 Responsibility of organs of the Foundation
Those responsible for the administration, management or the revision of the accounts of the Foundation answer for the damage they cause intentionally or by negligence.
If several persons are obligated to repair damage, each is jointly liable with the others only insofar as the damage can he be attributed to him personally because of his own fault and of the circumstances.
Article 14 Regulations
The Foundation Board may fix the principles governing its activities in one or several internal rule books which, as other possible subsequent amendments, shall be subjected to (declarative) approval of the supervisory authority.
Article 15 Annual accounts
The annual accounts are requested on the 31st of December of each year, the first time on December 31st 2011. They include an operating account, a balance sheet, and necessary annexes. These must be accompanied by documents of the report of management and the Auditors report must be transmitted to the supervisory authoritywithin 6 months after the closing of the annual accounts.
B. The Auditors
Article 16 Review body
The Foundation Board appoints external and independent auditors to check the Foundations accounts each year and to submit a detailed report. It must also ensure compliance with the statutory provisions (Foundations Act, statutes), regulations of the Foundation and purpose of the Foundation. The Auditors must communicate to the Foundation Board the shortcomings in the fulfillment of its mandate. If these gaps are not addressed within a reasonable time, it shall inform the supervisory authority. The review body is designated for 4 years; its mandate may be renewed.
Amendment to the Act of Foundation / statutes and dissolution of the Foundation
Article 17 Amendment to the Act of Foundation / articles
Changes in the Organization and the purpose of the Foundation, and other ancillary amendments to the deed of Foundation / articles, are possible under the conditions laid down in articles 85-86 b of the civil code.
Article 18 Dissolution
The dissolution of the foundation can only be undertaken for the reasons provided by the law (arts. 88 and 89 civil code) and with the consent of the supervisory authority, on unanimous decision by the Foundation Board.
In case of dissolution, the Foundation Board assigns remaining funds to the European Paediatric Orthopedic Society, with headquarters in Prague, which is obligated to use it in a similar purpose as that of the Foundation.
Article 19 Supervisory authority
The Foundation is placed under the supervision of the competent authority within the meaning of article 84, paragraph 1, of the civil code.
The trade register
Article 20 Entry in the register of commerce
This Foundation is registered in the register of commerce.
André Kaelin – founder
Sébastien Schneuwly – notary