Articles of Association of Pro Phalombe

Articles of associationPro PhalombeAssociation for the Support of the Hospital Phalombe

Article 1 – Name and seatUnder the name „Pro Phalombe“ is a non denominational and politically neutralorganization registered according to Aricle 60 et seq of Swiss Civil Code, based inLucerne, Switzerland.Article 2 – PurposeSupport of the Mission Hospital Phalombe in Phalombe District in Malawi (Africa)with funds and material goods.Art. 3 – MembershipThe association is open for membership to natural and legal persons.a) AccessionTo join is possible anytime after payment of the annual membership fee.b) ResignationThe exit is always informal, mandatory due to failure to pay the annual membershipfees. Already paid fees are not refundable.c) ExclusionMembers who intentionally or through gross negligence violate the statutes or proveunworthy of membership, can be expelled by order of the board.Article 4 – Organs of the associationa) The General Assembly, b) Board, c) Auditora) The General Assembly– The General Assembly will convene at least once a year called up by the Board.The members will get one months notice in writing.– At the General Meeting entitled to vote are:> per single member one vote> per family membership one vote> per corporate membership one votepatrons are not entitled to vote.– The General Assembly elects the president, the members of the Board and theAuditor for the duration of one year.– The General Assembly recieves the annual report, annual financial statements, theAuditors report and the annual program.2

– Decisions of the General Assembly require a simple majority of votes for all businesswhich does not demand a qualified majority.– Amendmends of the articles require a ⅔ majority of votes.– Decisions and elections are carried out in open balloting, unless a secret ballot isrequired.b) The Board– The Board consists of at least 5 members (Chairman, Vice Chairman, Secretary,Treasure and committee member(s).– The Board is responsible for the running of the club, unless the responsibility lies withanother instituiton. In order to fulfill the various tasks, the Board may set up workinggroups.– The Board constitutes a quorum in the presence of at least 3 members.– Decisions will be taken by simple majority.– The Board consists of honorary members.– It constitutes itself.– The chairman has the casting vote.– In the absence of the Chairman, he / she will be represented by the Vice Chairman.c) Audit– The General Assembly elects 2 Auditors. Their duty is to inspect the accounts andonce a year to submit a report to the General Assembly.Article 5 – Representation of the AssociationThe Club is legally represented by the Chairman and one member of the Board.Article 6 – AssetsThe Association collects funds through:> Membership fees> Donations of all kind> Collections of all kind> Contributions from InstitutionsThe association is only liable for its obligations with the assets. Any personal liability byits members is excluded.Members have no entitlement to the clubs assets.3

Article 7 – Transformation into another legal formIf the legal form of the association is to be changed it requires the approval of 2 / 3 ofthe members present at the General Assembly.Article 8 – The DissolutionThe Association may by law or with the consent of ⅔ of the members present at theGeneral Assemby, be dissolved.Article 9 – Distribution of assets after dissolutionAll assets of the Association will be distribuited amongst:> the hospital Phalombe> to another hospital in Malawi> to a relief organization in Switzerland with similar objectivesThe liquidation process will in any case be supervised by a certified swiss auditor.Article 10 – Financial yearThe fiscal year is the calender year.Article 11 – Coming into forceThese Articles of Association were approved at the inaugural meeting held on18 th May 1993 in Lucerne and at the General Assembly of 20th August 1995 inUnterägeri / Switzerland.For the Association PRO PHALOMBEThe Chairmen (at the time)Vize Chairwoman (at the time)Beat KnoblauchRegula BanzJürg NeidhartBruno Rüegg4