Private Interest Foundations
FIRST: Name. A Private Interest Foundation under the name of XXXXXX (the "Foundation") is hereby formed and constituted in accordance with the provisions of Law No. 25 of 12th June 1995 of the Republic of Panama.
SECOND: Purposes. The Foundation is established with the objectives of preserving, investing, administrating and disposing of its capital and income or profits derived from its investments, and that of making distributions to beneficiaries as may be determined from time to time. The capital of the Foundation can be invested in shares, participations and any type of property or investments.
THIRD: Patrimony. The initial patrimony of the Foundation shall be TEN THOUSAND UNITED STATES DOLLARS (US$10,000.00). The Founder or third parties may contribute additional assets of any nature to the Foundation, at any given time.
FOURTH: Governing Bodies.
(a) The governing body of the Foundation shall be the Foundation Council (the "Council").
(b) The Council shall exercise all of the powers of the Foundation subject to the powers which may be reserved by law, by this Charter or by the regulations which may be adopted from time to time as provided for herein.
(c) The Council shall administer and manage the affairs and assets of the Foundation and may make such investments as are deemed convenient as well as authorize the opening of bank accounts and the like.
(d) The Council may grant authority and powers to other persons, whether or not members of the Council, to represent the Foundation.
(e) The Council shall have at least three (3) members, unless its sole member or one of its members is a legal entity. Should the Council be made up of more than one member, each member shall be entitled to hold an office, be it as President, Secretary or Treasurer or any other office or post deemed convenient. The members of the Council shall decide the offices to be designated amongst themselves in absence of a designation by the Founder.
(f) An Officer may hold more than one office. The Legal Representative of the Foundation shall be the President, and his absence the Secretary.
(g) Resolutions of the Council shall be valid if all the members are duly notified of a meeting and the majority is present at such a meeting. Resolutions of the Council shall be adopted by simple majority of the members that are present. Resolutions of the Council shall be incorporated into minutes to be signed by all the members present at a meeting. The Council shall meet by notice given by any of its members. As an alternative, resolutions may also be adopted in writing by unanimous consent without the need for a meeting.
(h) The Council shall have the power to change the domicile and Resident Agent of the Foundation.
(i) The Council shall not have to render accounts unless otherwise provided for in the regulations which may be adopted from time to time.
FIFTH: Appointment of Members to the Council.
(a) The Council shall be made up of no less than three (3) members who shall be initially appointed by the Founder in the Charter.
(b) The number of the first members of the Council is three (3) and their names and addresses are as follows:
Name and address
Name and address
Name and address
(c) The members of the Council may appoint additional members from time to time as well as appoint new members to fill vacancies.
(d) The election of a replacement for a member of the Council due to resignation, legal incapacity or death, shall require the simple majority of the votes of the rest of the members of the Council. If no other members of the Council are left, or the rest of the members are incapacitated, the right to appoint new members of the council shall belong to the Resident Agent of the Foundation. The term of appointment of members of the Council is not limited to a period of time.
SIXTH: Domicile. The Foundation will be domiciled in XXXXXXXXXX of the city of Panama, Republic of Panama. By agreement of the Council, the domicile of the Foundation can be transferred at any time to any other place in the Republic of Panama or to any other country.
SEVENTH: Resident Agent. The resident agent of the Foundation in the Republic of Panama is the Law Firm XXXXXXXXXXXXX, with offices in XXXXXXXXXX, Panama, Republic of Panama.
EIGHTH: Duration. The Foundation will be of unlimited duration and can only be dissolved by the Council in the cases determined herein or as provided by law.
NINTH: Regulations of the Foundation. The Founder simultaneously with the creation of the Foundation, or the members of the Council subsequent thereto, may adopt regulations (the "Foundation's Regulations") by or private document in accordance with the relevant provisions of law to provide for all matters which may relate to the beneficiaries and supervisory bodies such as protectors that are to assist or guide the actions of the Council.
TENTH: Dissolution. The Foundation may be dissolved by the agreement of an absolute majority of the members of the Council.
ELEVENTH: Liquidation. Once the Foundation is dissolved and all debts are paid, the assets that compose the patrimony of the Foundation, if any, shall be distributed according to the provisions that are set forth in the Foundation's Regulations. In the event that there are no beneficiaries, the Council shall resolve the final destination of the properties of the Foundation in accordance with the provisions of the Foundation's Regulations.
The Council is authorized to appoint one or more liquidators if it is deemed necessary.
TWELFTH: Beneficiaries. The designation of the beneficiary or beneficiaries of the Foundation shall be provided for in the Foundation's Regulations. Said regulations shall set forth the manner in which the profits or property of the Foundation, totally or partially, are to be distributed to one or any of the beneficiaries, or to all of them. The distribution to the beneficiary or beneficiaries as well as the time and amount of such distributions will be subject to the provisions of the Foundation's Regulations. It is clearly expressed that the beneficiaries are not owners, nor creditors of the Foundation, so they will only be able to exercise any rights according to the terms hereof or those of the Foundation's Regulations and the law.
THIRTEENTH: Amendments. The Council may amend the terms hereof by unanimous consent of the existing members of the Council at the time that any amendments are proposed, and which may be proposed by any member of the Council or by any protector which may be designated in the Foundation's Regulations.
FOURTEENTH: Change of Jurisdiction. The Foundation, as well as the properties that conform its patrimony can be transferred and be made subject to the laws and jurisdiction of another country, with the previous consent of the members of the Council.
FIFTEENTH: The provisions of Article 14 of Law No.25 of 1995 are hereby reiterated and confirmed to the effect that the existence of any provisions of laws concerning inheritance in the jurisdiction of the domicile of the Founder or the Beneficiaries shall not be effective against the Foundation nor affect its validity or impair its objectives.
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