BLACK RAIN GROUP FOUNDATION ZÜRICH
Projektbeschreibung Black Rain Group_Foundation - Deutsch
Deed of Foundation - Englisch
Foundation Urkunde - Deutsch
Handelsregister Urkunde - Deutsch
Verfügung Black Rain Group Foundation - Deutsch
Leistungsbericht 2010 - Deutsch
Leistungsbericht 2009 - Deutsch
DEED OF FOUNDATION
Section I: NAME, REGISTERED OFFICE, OBJECTIVE AND ASSETS OF THE FOUNDATION
Point 1 NAME AND REGISTERED OFFICE
Under the name of "BLACK RAIN GROUP FOUNDATION ZÜRICH", an independent organization has been established. This Foundation will be governed by Article 80 of the Swiss Civil Code, and the specific provisions therein, with a registered office in Zürich. Any relocation of the Foundation's registered office, to another place in Switzerland, requires the approval of the regulating authority.
Point 2 OBJECTIVE
This Foundation has been established with the intention to assist and support the underprivileged and disadvantaged residents of developing nations, for example, Haiti. Its aim is to provide help for children, single mothers, the infirm and other people that are in need.
In order to achieve this Objective, the Board of Trustees has the following options:
Should the Foundation achieve a goal, it may then co-operate with other private or public organizations or institutions on a project-related basis.
This Foundation is a strictly non-profit organisation and therefore will not pursue acquisitions for commercial gain. This, however, does not preclude any commercial activity required to raise funds to fulfil the Objective of the Foundation.
Point 3 ASSETS
The Founder has donated CHF 100,000.00 to the Foundation as start-up capital.
This capital may be increased by the Founder, or by any other person or party, at any time. The Board of Trustees strives to increase the Foundation's assets by private and public donations.
The Foundation's assets shall be managed according to recognised commercial principles. In light of this, the policies of liquidity, return, safety, risk distribution and maintenance of asset value have to be considered. It also needs to be taken into consideration that achieving the Objective is not limited to the yield from assets. Share investments, which contribute directly to achieving the Objective, are allowed, as long as the investments are in line with the policies under Section I of this Deed.
Section II: ORGANIZATION OF THE FOUNDATION
Point 4 THE FOUNDATION'S GOVERNING BODIES
The Governing Bodies of the Foundation will be:
The Foundation will be managed by a Board of Trustees, comprising of a minimum of three and maximum of seven natural persons, or representation by legal persons. The Members of the Board of Trustees will, as a rule, carry out their duties on a voluntary basis and are only entitled to claim their actual expenses incurred. The Board of Trustees decides on compensating Trustees or persons to whom special responsibilities have been delegated.
The Founder may appoint a representative to the Board of Trustees or he may participate himself.
he initial Board of Trustees comprises of the following members:
The Board of Trustees constitutes itself and may invite additional members, if and when required. New members would only be considered if they have the correct attitude towards the Objective of the Foundation.
Point 7 TERM OF OFFICE
Members of the Board of Trustees serve a term of three years. Re-election is permitted.
Members of the Board of Trustees are appointed for each term of office by invitation from the current Members. If a Member of the Board of Trustees leaves during his/her term of office, a replacement must be elected for the remaining term.
A Member may be removed from the Board of Trustees for a valid reason. A "valid reason" would be if the Member failed to meet the obligations he/she has to the Foundation, or if he/she is no longer in a position to carry out his/her office appropriately.
The Board of Trustees can remove a Member by a two-thirds majority vote.
Point 8 POWERS OF AUTHORITY
The Board of Trustees is responsible for the overall management of the Foundation and for ensuring that the Objective of the Foundation is achieved. It has all the "Powers of Authority" that have not expressly been conferred on another governing body by this Deed or by the regulations pursuant to Point 11. The Board of Trustees has the following responsibilities, which it may not delegate:
The Board of Trustees is entitled to pass some of their responsibilities on to one or more of its Members, or to a third party.
Point 9 RESOLUTIONS
The Board of Trustees is functional when the majority of the Members are present. The Board of Trustees shall pass resolutions with a simple majority of the Members present, as long as the Deed of Foundation or a regulation does not stipulate a qualified majority. If votes are tied, the Chair has the casting vote. Minutes will be kept of the meetings and resolutions.
Resolutions and elections may be carried out by written circular-correspondence or by telephone conference, provided that the majority of the Members of the Board of Trustees participate and that no Member requests that the matter be discussed in person. Decisions and elections by circular or telephone conference have to be transmitted to all the Members, in writing, and have to be included in the Minutes of the following meeting of the Board of Trustees.
Under normal circumstances, an invitation to a meeting of the Board of Trustees must be communicated at least 14 calendar days prior to the intended date of the meeting. An invitation for a telephone conference must be communicated as is required but with as much notice as possible.
Point 10 RESPONSIBILITIES OF THE FOUNDATION'S GOVERNING BODIES All persons involved in the Foundation's administration, management or auditing will be held responsible for any damage they may cause through intentional or negligent actions.
If more than one person is responsible for damage, each person is liable. This liability will be proportionate to each individual's involvement and circumstance.
Point 11 REGULATIONS
The Board of Trustees will set out the principles of its activities and organisation in one or several regulations. The Board of Trustees may change these regulations at any time in order to be in line with the Objective of the Foundation and also in order to uphold the legal rights of the beneficiaries.
The regulations and any changes to them must be submitted to the supervisory authority.
Point 12 AUDITOR
With regard to the legal requirements, the Board of Trustees elects an impartial external Auditor to examine the Foundation's accounting on an annual basis. The Auditor will present a detailed Annual Report to the Board of Trustees for approval. The Auditor will also monitor compliance to the Deed of Foundation and to the Foundation's regulations. The Auditor must notify the Board of Trustees of any irregularities identified. If these irregularities are not remedied within a reasonable period of time the Auditor must, if necessary, notify the supervisory authority.
Section III: CHANGING THE DEED OF FOUNDATION AND THE TERMINATION OF THE FOUNDATION
Point 13 CHANGING THE DEED OF FOUNDATION
Under the terms of Articles 85, 86 and 86b of the Swiss Civil Code, the Board of Trustees is entitled, by unanimous resolution, to apply to the competent supervisory authority to amend the Deed of Foundation.
Point 14 TERMINATION
The duration of the Foundation is unlimited.
The Foundation may only be wound up prematurely for one of the reasons set out by the law (Article 88 of the Swiss Civil Code) and only with the agreement of the supervisory authority and two-thirds majority resolution of the Board of Trustees. On termination, the Board of Trustees transfers any assets to charitable organisations and/or foundations with similar objectives.
The Foundation's assets may not revert to the Founder or his legal successors.
Section IV: COMMERCIAL REGISTER
Point 15 COMMERCIAL REGISTER
The foundation is entered in the Commercial Register of Canton Zürich.
Zürich, August 19th, 2009
Bruno Stettler
NOTARIAT Riesbach-Zurich
StefanWalder, Notar-Stv.
Projektbeschreibung Black Rain Group_Foundation - Deutsch
Deed of Foundation - Englisch
Foundation Urkunde - Deutsch
Handelsregister Urkunde - Deutsch
Verfügung Black Rain Group Foundation - Deutsch
Leistungsbericht 2010 - Deutsch
Leistungsbericht 2009 - Deutsch
DEED OF FOUNDATION
Section I: NAME, REGISTERED OFFICE, OBJECTIVE AND ASSETS OF THE FOUNDATION
Point 1 NAME AND REGISTERED OFFICE
Under the name of "BLACK RAIN GROUP FOUNDATION ZÜRICH", an independent organization has been established. This Foundation will be governed by Article 80 of the Swiss Civil Code, and the specific provisions therein, with a registered office in Zürich. Any relocation of the Foundation's registered office, to another place in Switzerland, requires the approval of the regulating authority.
Point 2 OBJECTIVE
This Foundation has been established with the intention to assist and support the underprivileged and disadvantaged residents of developing nations, for example, Haiti. Its aim is to provide help for children, single mothers, the infirm and other people that are in need.
In order to achieve this Objective, the Board of Trustees has the following options:
- • To directly support one or more projects, on location
- • In special cases, to support one or more projects of a third organisation, as long as the objective of this third organization is in line with the Objective of the BLACK RAIN GROUP FOUNDATION ZÜRICH
- • To not only initiate but also support projects
- • To use the assets of the Foundation in order to achieve the Objective of the Foundation. The use of these assets will be as per a strategy defined annually by the Board of Trustees, who will at this time set main aims on which to focus. The funds that are distributed will originate from the interest earned on assets, donations received and, if necessary, the initial capital.
Should the Foundation achieve a goal, it may then co-operate with other private or public organizations or institutions on a project-related basis.
This Foundation is a strictly non-profit organisation and therefore will not pursue acquisitions for commercial gain. This, however, does not preclude any commercial activity required to raise funds to fulfil the Objective of the Foundation.
Point 3 ASSETS
The Founder has donated CHF 100,000.00 to the Foundation as start-up capital.
This capital may be increased by the Founder, or by any other person or party, at any time. The Board of Trustees strives to increase the Foundation's assets by private and public donations.
The Foundation's assets shall be managed according to recognised commercial principles. In light of this, the policies of liquidity, return, safety, risk distribution and maintenance of asset value have to be considered. It also needs to be taken into consideration that achieving the Objective is not limited to the yield from assets. Share investments, which contribute directly to achieving the Objective, are allowed, as long as the investments are in line with the policies under Section I of this Deed.
Section II: ORGANIZATION OF THE FOUNDATION
Point 4 THE FOUNDATION'S GOVERNING BODIES
The Governing Bodies of the Foundation will be:
- • the Board of Trustees
- • an Auditor, unless the duty of auditing has been removed by the regulating authority
- • the Executive Management
The Foundation will be managed by a Board of Trustees, comprising of a minimum of three and maximum of seven natural persons, or representation by legal persons. The Members of the Board of Trustees will, as a rule, carry out their duties on a voluntary basis and are only entitled to claim their actual expenses incurred. The Board of Trustees decides on compensating Trustees or persons to whom special responsibilities have been delegated.
The Founder may appoint a representative to the Board of Trustees or he may participate himself.
he initial Board of Trustees comprises of the following members:
- - the Founder, Bruno Stettler, as First Chairman of the Board of Trustees
- - Richard Marbacher
- - Markus Hillebrand
The Board of Trustees constitutes itself and may invite additional members, if and when required. New members would only be considered if they have the correct attitude towards the Objective of the Foundation.
Point 7 TERM OF OFFICE
Members of the Board of Trustees serve a term of three years. Re-election is permitted.
Members of the Board of Trustees are appointed for each term of office by invitation from the current Members. If a Member of the Board of Trustees leaves during his/her term of office, a replacement must be elected for the remaining term.
A Member may be removed from the Board of Trustees for a valid reason. A "valid reason" would be if the Member failed to meet the obligations he/she has to the Foundation, or if he/she is no longer in a position to carry out his/her office appropriately.
The Board of Trustees can remove a Member by a two-thirds majority vote.
Point 8 POWERS OF AUTHORITY
The Board of Trustees is responsible for the overall management of the Foundation and for ensuring that the Objective of the Foundation is achieved. It has all the "Powers of Authority" that have not expressly been conferred on another governing body by this Deed or by the regulations pursuant to Point 11. The Board of Trustees has the following responsibilities, which it may not delegate:
- - Election of the Board of Trustees, the Auditor and the Executive Management
- - Regulation of Power of Attorney for the Foundation
- - Definition of an organisation regulation, should one be drawn-up or amended
- - Definition of the policies for expenses and compensations
- - Definition of the policies for the administration of assets
- - Approval of the Annual Report
The Board of Trustees is entitled to pass some of their responsibilities on to one or more of its Members, or to a third party.
Point 9 RESOLUTIONS
The Board of Trustees is functional when the majority of the Members are present. The Board of Trustees shall pass resolutions with a simple majority of the Members present, as long as the Deed of Foundation or a regulation does not stipulate a qualified majority. If votes are tied, the Chair has the casting vote. Minutes will be kept of the meetings and resolutions.
Resolutions and elections may be carried out by written circular-correspondence or by telephone conference, provided that the majority of the Members of the Board of Trustees participate and that no Member requests that the matter be discussed in person. Decisions and elections by circular or telephone conference have to be transmitted to all the Members, in writing, and have to be included in the Minutes of the following meeting of the Board of Trustees.
Under normal circumstances, an invitation to a meeting of the Board of Trustees must be communicated at least 14 calendar days prior to the intended date of the meeting. An invitation for a telephone conference must be communicated as is required but with as much notice as possible.
Point 10 RESPONSIBILITIES OF THE FOUNDATION'S GOVERNING BODIES All persons involved in the Foundation's administration, management or auditing will be held responsible for any damage they may cause through intentional or negligent actions.
If more than one person is responsible for damage, each person is liable. This liability will be proportionate to each individual's involvement and circumstance.
Point 11 REGULATIONS
The Board of Trustees will set out the principles of its activities and organisation in one or several regulations. The Board of Trustees may change these regulations at any time in order to be in line with the Objective of the Foundation and also in order to uphold the legal rights of the beneficiaries.
The regulations and any changes to them must be submitted to the supervisory authority.
Point 12 AUDITOR
With regard to the legal requirements, the Board of Trustees elects an impartial external Auditor to examine the Foundation's accounting on an annual basis. The Auditor will present a detailed Annual Report to the Board of Trustees for approval. The Auditor will also monitor compliance to the Deed of Foundation and to the Foundation's regulations. The Auditor must notify the Board of Trustees of any irregularities identified. If these irregularities are not remedied within a reasonable period of time the Auditor must, if necessary, notify the supervisory authority.
Section III: CHANGING THE DEED OF FOUNDATION AND THE TERMINATION OF THE FOUNDATION
Point 13 CHANGING THE DEED OF FOUNDATION
Under the terms of Articles 85, 86 and 86b of the Swiss Civil Code, the Board of Trustees is entitled, by unanimous resolution, to apply to the competent supervisory authority to amend the Deed of Foundation.
Point 14 TERMINATION
The duration of the Foundation is unlimited.
The Foundation may only be wound up prematurely for one of the reasons set out by the law (Article 88 of the Swiss Civil Code) and only with the agreement of the supervisory authority and two-thirds majority resolution of the Board of Trustees. On termination, the Board of Trustees transfers any assets to charitable organisations and/or foundations with similar objectives.
The Foundation's assets may not revert to the Founder or his legal successors.
Section IV: COMMERCIAL REGISTER
Point 15 COMMERCIAL REGISTER
The foundation is entered in the Commercial Register of Canton Zürich.
Zürich, August 19th, 2009
Bruno Stettler
NOTARIAT Riesbach-Zurich
StefanWalder, Notar-Stv.
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Black Rain Group Foundation Zurich
Post Finance Schweiz Konto 85-100081-4
CH39 0900 0000 8510 0081 4
Black Rain Group Foundation Zurich
Post Finance Schweiz Konto 85-100081-4
CH39 0900 0000 8510 0081 4
