MALERARGUES ENDOWMENT FUND
Regulated by the French Government law #2008-776 of August 4, 2008 on the modernization of the economy (August 5, 2008), by the decree #2009-158 of February 11, 2009, and by the present statutes.
The following is for information only and is not a legally certified translation
STATUTES
PRESENTATION
Since 1974, the Château de Malérargues has been home to the ROY HART THEATRE company, and in 1989 became the Centre Artistique International Roy Hart (CAIRH). Located in the Cévennes hills, in the Occitanie region and dedicated to vocal research and its application in life and art, Malérargues is a safe residential and working environment where individuals can deepen their sense of life and give soul to a personal and collective project. It is a global center for studies inspired by Alfred Wolfsohn, Roy Hart, and the Roy Hart Theatre, hosting workshops, festivals, and performances throughout the year and welcoming students from five continents. The work is based on a history of over 100 years of research, study, and practice of the human voice without boundaries.
In order to perpetuate these projects, the founding members have decided to create an Endowment Fund intended to secure the ownership and use of the Château de MALERARGUES for the purpose of developing cultural activities of general interest.
CHARACTERISTICS
Article 1 : NAME
The name of the endowment fund is : Fonds de dotation MALERARGUES Endowment Fund
Article 2 : OBJECTIVES
The MALERARGUES ENDOWMENT FUND will enable through patronage, the financial support of projects of general interest: more specifically cultural, artistic and anthropological activities related to the human voice.
In particular:
- To ensure insofar as possible, the conservation and usage of the Domaine du Château de MALERARGUES of which it aims to acquire full ownership.
- To promote, protect and transmit the artistic and intellectual heritage of Alfred Wolfsohn, Roy Hart, and the Roy Hart Theatre.
- To support and encourage the evolution of this heritage in its present diversity and its future evolution.
- To conduct, encourage, and transmit artistic anthropological and ecological research.
- To support the creations and residences of theatrical and musical performances, research projects, and cultural and anthropological events.
- To support Social Actions consistent with the objectives of the Endowment Fund.
Article 3 : METHODS
In order to develop its objectives the fund may, in particular :
- Finance and promote the development of any creative work and any educational endeavour related to its aims;
- Develop partnerships with any organization engaged in similar or related activities;
- Raise funds by any means to foster the development of the Fund's objectives;
- Support any organization of general interest pursuing goals similar to its own or in line with them;
- Facilitate the use of its resources for the benefit of organizations carrying out activities consistent with its objectives;
- Lend, rent and make available material and human resources within the framework of projects consistent with its objectives;
- Organize conferences, seminars, symposia, and educational programs in order to promote the development of its activities and those of the organizations of general interest that it intends to support;
- Edit publications and other informational documentation;
- Ensure the direct or indirect management of any activity related to the objectives of the Endowment Fund;
- And, more generally, carry out all activities that may be directly related to the social objective and general interest of the Fund.
Article 4 : REGISTERED ADDRESS
The Registered address of the MALERARGUES ENDOWMENT FUND is located in THOIRAS (Gard).
It can be changed by the Board of Directors.
Article 5 : INTENDED DURATION AND FISCAL YEAR
The Endowment Fund is established for an indefinite period.
The fiscal year of the Endowment Fund begins on January 1st and ends on December 31st of each year. Exceptionally, the first fiscal year of the Fund shall begin on the day of the publication of its creation in the “Official Journal” and shall end on December 31, 2021.
Any founder upon resignation or death is replaced by a person designated by the Board of Directors under the conditions provided for in Article 9.
Article 6 : FOUNDERS
The founders of the Malérargues Endowment Fund are:
1) Costanza Amici
2) Angelo De Bernardo
3) Lucienne Deschamps
4) David James Goldsworthy
5) Maryline Guitton
6) Jonathan Hart-Makwaia
7) Ian Charles Magilton-Clark
8) Margaret Pikes-Hein
9) Anita Roksvåg
10) James (Saule) Ryan
11) Abraham Johannes Theron
Article 7 : CAPITAL ENDOWMENT
The Endowment Fund is established with an initial endowment of fifteen thousand euros (15 000 euros).
It shall be augmented by the donations and legacies referred to in Article 910 of the Civil Code which may be granted to it subsequently by any natural or legal person, including the Founders.
The initial capital endowment is non-expendable, in order to enable the fulfilment of the objectives defined in Article 2 of the present statutes.
However, the terms and conditions for the possible utilisation of subsequent donations shall be determined by the Board of Directors.
Article 8 : RESOURCES
The resources of the Endowment Fund, other than those included in the initial endowment, are comprised of :
1. Gifts received from any person and those resulting from an authorized public fundraising campaign;
2. Income from assets and securities of any nature that the Fund owns;
3. Remuneration for services of any kind rendered by the Endowment Fund within the framework of its objectives;
4. Any other resource not prohibited by law.
The financial management of the Endowment Fund is performed in accordance with the list of financial investments stipulated in Article R.931-10-21 of the French National Social Security Code.
II- ADMINISTRATION & OPERATIONS
Article 9 : BOARD OF DIRECTORS
MEMBERS
1) Costanza Amici
2) Angelo De Bernardo
3) Lucienne Deschamps
4) David James Goldsworthy
5) Maryline GUITTON
6) Ian Charles Magilton Clark
7) Jonathan Hart Makwaia
8) Margaret Pikes-Hein
9) Anita Roksvåg
10) James (Saule) Ryan
11) Abraham Johannes Theron
The first Board of Directors, which comprises all the founding members, will elect by an absolute majority from among its members, an Executive Committee consisting of a President, a Secretary and a Treasurer for a term of three years.
The mandates of the members of the Executive Committee are for a period of three years and are indefinately renewable. Upon each renewal, a President, a Treasurer and a Secretary are elected from within the Board for the same three-year term.
In the event of the death, resignation, permanent impediment, or dismissal of a member of the Executive Committee, the Board of Directors shall provide for his/her/their replacement within six months. The duties of this new member shall end on the date on which the term of office of the member being replaced would normally have expired.
A member of the Board of Directors may be removed from office by the affirmative vote of two-thirds of the remaining directors.
At each meeting of the Board, the President may invite any outside person of his choice to attend the Board in an advisory capacity.
2- MODE OF PROCEDURE
The President is responsible for :
- Executing the decisions of the Board of Directors and ensuring the proper operation of the Fund.
- He/she/they represent(s) the latter in all legal matters.
- In particular, he/she/they has/have the power to take legal action on behalf of the Endowment Fund.
The Treasurer and Secretary are responsible for :
- drawing up an annual balance sheet and financial statement.
- publishing the aforementioned statements within six months of the close of the fiscal year.
- drawing up the annual report of the Endowment Fund.
- establishing the register of donations received.
- filing annually the financial accounts and the report with the “Préfecture” (local authority), including the report of the auditor.
The Board of Directors meets as often as necessary and at least twice per annum, upon convocation by the President or upon request by the majority of its members.
The members of the Board of Directors are convened by the President, by any appropriate means, at least 15 working days in advance of the date of the meeting.
They deliberate on the questions on the agenda proposed by the President and on those whose inclusion is requested by the members.
Board members are required to attend Board meetings in person or by videoconference. In case of indisposition, a member may allocate his/her/their vote by proxy to another member of the Board. However, no member may hold more than one such proxy.
The presence of at least half of the members present, or represented, is a requirement for the Board of Directors to lawfully deliberate.
If no quorum is reached, a further meeting is convened. The Board can then lawfully deliberate if at least one third of the members is present or represented.
The deliberations of the Board are adopted by a majority of the votes cast. In the event of a tie, the President carries the determining vote.
Minutes are kept of the meetings, which are signed by the President and the Secretary or, if this is not possible, by the Treasurer.
Any person whose opinion is deemed to be relevant may be called upon by the President to attend a meeting or meetings of the Board in an advisory capacity.
3- RESPONSIBILITIES
The Board of Directors, by its deliberations, regulates the affairs of the Fund, namely:
1) It decides on the Endowment Fund's programme of activities;
2) It adopts the submitted annual report;
3) It votes on the budget and its modifications as proposed by the President,;
4) It receives, discusses, and approves the accounts for the end of the fiscal year, which are presented to it with supporting documents;
5) It authorizes all measures and decisions exceeding the powers of the President, notably any modification to the statutes or the dissolution of the Endowment Fund;
6) It accepts donations and bequests and authorizes, in addition to the day-to-day management, the acquisition and transfer of movable and immovable property, contracts, leases and rental agreements, the creation of mortgages and loans as well as sureties and securities granted in the name of the Fund;
7) It appoints at least one auditor and one substitute chosen from the list mentioned in article L.822-1 of the Code of Commerce as soon as the total value of its resources exceeds 10.000,00 € at the close of the fiscal year; it appoints a new auditor and a substitute chosen from the list mentioned in article L.822-1 of the Code of Commerce.
8) It determines, where necessary, the conditions of recruitment and remuneration of personnel;
9) It appoints the representatives authorized to participate in the administration of the non-profit organizations it supports or to conduct audits of these organizations;
10) It is informed by the President of any proposed undertaking by the Endowment Fund and deliberates on undertakings falling within the scope of Article L. 612-5 of the Code of Commerce; in this case, it deliberates without the presence of the concerned party.
11) when the amount of the endowment exceeds one million euros, an advisory committee will be created, composed of 3 to 5 members appointed by the Board of Directors by a majority of the members present or represented. The committee will be responsible for making investment policy proposals, as well as conducting analyses and providing expert advice to the Board of Directors, and for monitoring the implementation of recommendations.
12) It deliberates on the allocation of the proceeds upon dissolution of the Endowment Fund;
13) It may create one or several committees entrusted with the responsibility of providing assistance to the Board of Directors in the activities undertaken by the Endowment Fund.
Article 10 : MANAGEMENT BY VOLUNTEERS
The functions of members of the Board of Directors and of members of any committee or council created at the initiative of the Board of Directors to assist it in its activities are performed gratuitously.
Reimbursement of expenses is only permitted on the basis of documentary evidence, under the conditions set by the Board of Directors and in accordance with the procedures defined, where applicable, by the rules of procedure.
III- MODIFICATION OF THE STATUTES AND DISSOLUTION
Article 11 : MODIFICATION
Any modification of the statutes must first be submitted to and voted by the Board of Directors with two thirds of the members present or represented.
Article 12 : DISSOLUTION
The President may dissolve the Endowment Fund upon the approval by a two-thirds majority of the members of the Board of Directors.
Upon dissolution, any liquidation surplus will be allocated in priority to the Fondation de France, in order to finance activities consistent with the objectives of the present Endowment Fund, or to any other foundations recognized as being of public utility and carrying out similar activities.
IV – CONTROL AND RULES OF PROCEDURE
Article 13 : CONTROL
The annual report and the annual financial statements (including the appendices) must be submitted annually to the Préfecture (local authority) of the registered headquarters within six months of the close of the fiscal year. The auditor's report must also be submitted, if applicable.
Furthermore, the Endowment Fund is required to inform the Préfecture of its registered headquarters of any changes to its administration within three months, in particular changes to membership and changes to the registered address.
The undersigned notary reminds the parties that in the event that the Endowment Fund should fail to function in accordance with the above obligations, the relevant administrative authority may decide either to suspend the fund, after non-compliance following formal notice, or to refer the matter to the judicial authorities for the purpose of dissolving the fund, should the mission of general interest be no longer assured.
Article 14 : RULES OF PROCEDURE
The Board of Directors reserves the future right, as necessary, to set rules of procedure in order to clarify the application of the present statutes.
Article 15 : REGISTERED AUDITOR
Whenever necessary, and once the annual revenues exceed ten thousand euros, the Board of Directors shall appoint:
- A registered auditor.
- And a substitute auditor.
The annual financial statements of the Endowment Fund, as well as the annual report, are given to the auditor no fewer than forty-five days prior to the date of the meeting of the Board of Directors convened for their approval.
The auditor, when certifying the annual financial statements, must verify the conformity of these documents.
Should the auditor invite the President of the Endowment Fund to call a meeting of the Board of Directors to discuss any matter that may compromise the continued operation of the Endowment Fund, the auditor shall set the date, within a period not exceeding eight days, the agenda and, if necessary, the time and place of the meeting with the Board of Directors.
V-FORMALITES
Article 16 : REGISTRATION
The present documents shall be subject to registration within the legal time limits.
Article 17 : PUBLICATION FORMALITIES AND THIRD PARTY OPPOSABILITY
In order to comply with the various formalities and publication requirements, at the request of the undersigned notary or any bearer of an authentic copy, and in particular the declaration of establishment of the present Endowment Fund at the Préfecture of the registered headquarters; and the subsequent publication in the Official Journal of the French Republic, as many authentic copies of the present document as necessary shall be issued.
Article 18 : CHOICE OF PLACE OF RESIDENCE
The parties elect domicile, for the execution of the present, in their respective residences.
Article 19 : EXPENSES
All expenses, rights and fees of the present contract will be borne by SCI Fondation de Malérargues, under legal obligation.
NOTICE REGARDING THE PROTECTION OF PERSONAL DATA
The notary's office has a computerized data processing system for the accomplishment of notarial activities, in particular the formalities of acts, in accordance with ordinance n°45-2590 dated November 2, 1945.
In order to achieve the above-mentioned purpose, the data may be transferred to third parties, in particular:
- legally authorized authorities or partners such as the Direction Générale des Finances Publiques, or, where applicable, the land registry, notarial bodies, central files of the notarial profession (Fichier Central Des Dernières Volontés, Minutier Central Électronique des Notaires, registre du PACS, etc.)
- the notary offices responsible for the act,
- the financial institutions involved,
- the specialized advisory bodies for the management of notarial activities,
- the High Council of Notarial Bodies (Conseil supérieur du notariat) or its delegate, to be transcribed into a real estate database, concerning deeds relating to transfers of real estate for financial consideration, pursuant the Decree No. 2013-803 of September 3, 2013,
- public or private organizations for the purpose of verification in the context of the search for politically sensitive persons or persons who have been subject to asset freezes or sanctions, the prevention of money laundering and the financing of terrorism. These verifications are subject to a transfer of data to a country outside the European Union that has data protection legislation recognized as equivalent by the European Commission.
- The communication of this data to third parties may be necessary in order to fulfil the purpose of the act.
- The documents enabling the establishment, registration and publication of the deeds are retained for 30 years from the date of completion of all legal formalities. The authenticated deed and its appendices are retained for 75 years and 100 years when the deed concerns protected minors or adults.
- In accordance with Regulation (EU) 2016/679 of 27 April 2016, the persons concerned may access their data directly with the notary's office or the Data Protection Officer appointed by the office at the following address: cil@notaires.fr.
- Where applicable, the persons concerned may also request the rectification or deletion of data concerning them or object on legitimate grounds to the processing of such data, except in cases where the regulations do not allow the exercise of these rights. Any complaint may be lodged with the National Commission for IT and Liberty (Commission Nationale de l’Informatique et des Libertés.)
CERTIFICATION OF IDENTITY
The undersigned notary certifies to the full identity of the parties named in this document as indicated at the head of this document.
FORMALITIES RELATED TO THE APPENDICES
The appendices, if there are any, are an inseparable and integral component of the notarized document.
When the act is established on paper, the documents appended to the act are endorsed with a statement noting said appendix and signed by the notary, unless the documents of the act and the appendices are bound by means of a process preventing any substitution or addition.
If the act is established in electronic form, the signature of the notary at the conclusion of the act is also valid for its appendices.
DULY NOTED WITH NO ADDENDUM
Generated in the office of the notary and viewed in electronic form at the place, day, month and year indicated in the preamble to this deed.
And upon reading, all parties have certified that the declarations concerning them are correct, before signing the document electronically.
The notary who received the image of their handwritten signatures then signed himself by means of a secure electronic signature process.
The President :
Lucienne Deschamps, 2022