The amended Statute

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The amended Statute Powered By Docstoc
					                                The amended Statute
                               of NEHEMIA Foundation
“Bund Freikirchlicher Pfingstgemeinden KdöR” Church, AVC NEHEMIA
Christenhilfsdients brach, with its center in Germany, represented by Arnold Geiger,
German citizen, inhabiting in Pogradec, Passport number 8871001986, today on the
21.07.1995 decided to approve the Statutes of NEHEMIA Foundation with its center
in Pogradec.

                                                   Article 1
                                              Creation, Goal

1.1.      The NEHEMIA Foundation is created in Pogradec, in accordance with the
          Act of Founding date 21.07.1995 and in accordance with Articles 54 to 63 of
          Law NR. 7850, date 29.07.1994 “For the Civil Law of the Republic of Albania”

1.2.      To organize and develop a wide ranging work focused upon the
          strengthening of the belief in God as the only way for the spiritual cleansing
          of people, as well as the strengthening of civil education and social values,
          acknowledgement and acceptance of human personality, organization of a
          religious and non-religious private education, increasing people’s cultural
          level, securing material and financial aid for education, culture, public health
          and other community ventures and this combined with the establishment and
          organization of Christian churches, will be the main goal of the Foundation.

1.3.      In the pursuit of these aims, the Foundation has connections with homologue
          organizations, with other international institutions and organizations, and
          private persons, with whose assistance the Foundation fulfills its activities,
          whilst losing not its independence, along with developing broad activities in
          accordance with its spheres of activity, always without profit, but involved in
          the accumulation and growth of the Foundation’s assets.

1.4.      The Foundation operates on the basis and under way of the 1974 Lausanne

                                                   Article 2
                                 Name, Form, Seal, Symbol, Logo

2.1.      The form of this non-profit organization is foundation.

2.2.      The name of this Foundation is “NEHEMIA”.

2.3.      The seal of the Foundation is composed of its special symbol with the
          content “NEHEMIA” Albania, name of branch where the Project is carried out
          as well as/or the name of the Project.

2.4.      The Seal of the Foundation appears in all official documents and/or
          correspondence of the Foundation.

2.5.      The Foundation has its own logo that appears in all publications, printings,
          registrations, Internet sites, and in other materials similar to these, for which
          the Foundation has the copyright.

2.6.      The logo of the Foundation is: (logo is printed in a separate page attached to
          this Statutes)

                                                   Article 3

3.1.      The Foundation has its residency and main offices in the town of Pogradec.

3.2.      The Foundation has the right to create branches and affiliates not only in the
          territory of the Republic of Albania, but also outside this territory, according to
          the needs that might arise.

3.3.      The location of the residency may be altered by a decision of the Supervisory
                                        Article 4

4.1.      The Foundation will carry out its activity for an unlimited period of time.

4.2.      The Foundation may be dissolved at any time, according to the criteria set
          before in the Act of Founding as well as in the legislation in power.

                                                   Article 5
                                            Juridical capacity

5.1.      The Foundation gains the juridical capacity in the moment of its registration
          with the competent Court.

                                                   Article 6
                                           Spheres of activity

6.1.      The Foundation has a profoundly charity goal, humanitarian and benefiting to
          the society.

6.2.      In order to best and most fully attain its goals, the Foundation will spread its
          activity in these principal directions:

6.2.1.    The organization and specific help given for the creating and unifying living
          evangelical churches within Albania.

6.2.2.    The organization and creation of courses and other similar things for spiritual
          education linked with Bible and Gospel knowledge, which will consist of
          pastoral care, Biblical, moral and other themes similar to it.

6.2.3.    The encouragement and support of exchanges between nations for the
          strengthening of fellowship and cooperative relations.

6.2.4.    The foundation, organization and development of private non-religious and
          religious education, as well as the development of state education, of all
          kinds and at all levels, investment and the giving of material and financial
          assistance, will be one of the main focuses of the Foundation’s activities.

6.2.5.    The opening and organization of courses and other such things, for
          professional training in the different areas of life, including in this all the
          society levels.

6.2.6.    The opening and organization of foreign language courses and other
          science, technology and business courses.

6.2.7.    To bring specialists from various fields of life, from different places around
          the world to share their experience in different areas, either in the form of
          workers, or in the form of teachers or practical advisers.

6.2.8.    The organization of spiritual and material help for both private and state
          institutions and organizations, such as prisons, orphanages, and to other
          similar institutions will be another activity direction of the Foundation.

6.2.9.    The foundation, organization and development of advice centers for different
          problems, spiritual, practical, educative, combining this with advice for people
          in an organized manner, for the creation of work places, both individually and
          corporately, and giving specific assistance in finding work places, developing
          businesses, finding markets for trading along with the organizing of trading

6.2.10. The foundation, organization and development of a broad medical work such
        as: rescue and emergency programs, including transport and communication,
        opening of outpatient’s clinics, medical centers, clinics, hospitals, pharmacies
        and other health activities of every kind.

6.2.11. To give tangible financial and material assistance in the area of health, the
        establishing and activation of libraries, the opening and repair of communal
        roads along with giving specific material help in the area of agriculture,
        tourism and private schools, whilst taking care for the opening and the
        function of recreation facilities for people of all ages.

6.2.12. To work in the publishing in all different fields of life, which will be expressed
        through the translation of foreign literature, written materials, publication,
        distribution and sale of different books, booklets, films, videos, cassettes
        tapes, and other materials, which serve the activities of the Foundation and
        its foundational beliefs.

6.2.13. To develop, produce and broadcast its own television and radio programs
        through the mass media.

6.2.14. The foundation, organization and development of tourism and of all activities
        linked with it for the education of people with such activities, but always for
        the reaching of the goals and objectives of the Foundation.

6.2.15. The foundation, organization and development of all agricultural activities,
        always for the reaching of the goals for which the Foundation is founded.

6.2.16. The foundation, organization and development of building activities for the
        needs of the Foundation, with the purpose to educate and train people, but
        always for the reaching of the goals for which the Foundation is founded.

6.2.17. The foundation, organization and development of economical activities of the
        Foundation in compliance with the legislation in power, but always for the
        realization of its goals and objectives.

6.2.18. To offer services and to network with different organizations, churches,
        projects, etc.

          In the terms of this Statute, “Project” means a piece of work (any planned
          activity, enterprise, plan, program, task, action) carefully organized and
          designed to reach a particular aim, self or co-financed.

6.3.      All the above mentioned activities can be developed in the territory of the
          Republic of Albania, where the Foundation has its main activity, and out of
          the territory of the Republic of Albania where the Foundation can have
          branches and affiliates.

6.4.      The Foundation in all its activity cooperates with the organs of the central and
          local government, with central and local institutions.

                                                   Article 7
                                    Financial sources, Properties

7.1.      The fundamental capital of “NEHEMIA” Foundation is 100.000 Lek.

7.2.      The Foundation has the right to open bank accounts in Albania, and also if
          necessary outside Albania.

7.3.      The Foundation provides its own financial resources through in kind and
          financial donations, funds, grants given by physical or juridical persons,
          private or public, foreigners or nationals, through economical activities
          incomes that are carried out in accordance with its sphere of activities, as
          well as from the administration of its properties. Financial relations, reciprocal
          rights and obligations with the donors are regulated through relevant

7.4.      The Foundation secures incomes only for the realization of its goal and
          sphere of activities, for which has been founded, as well as for the
          administration and maintenance of its property.
7.5.      The Foundation has the right to administer, to sell, to buy, to rent, to lease, to
          give loans, credit and other such things, to transfer movable or immovable
          property, but always fulfilling the goal and the sphere of activity of the
          Foundation, and as a financial resource for its self – existence.

                                                   Article 8
                             Prohibition of the distribution of profits

8.1.      The distribution of any form of profit from any source, as well as the
          distribution of financial or/and material profit from the incomes and earnings
          of the Foundation is prohibited to any person be him a member of the
          Leading Bodies of the Foundation or employee, except obligations in the
          form of wages, payments, honorariums and reimbursements which arise out
          of the employment contracts and other similar contracts, and for the
          reimbursement of the expenses incurred for the account of the Foundation.

                                                   Article 9
                                              Leading Bodies

The Leading Bodies of the Foundation are:

1. Supervisory Board
2. Executive Board

                                    9.1. SUPERVISORY BOARD
                            Competences of the Supervisory Board

9.1.1.    The Supervisory Board is the highest leading and decision-making organ of
          the Foundation. The Supervisory Board is composed of no less than 3

9.1.2.    decides on the By-laws and on the changes of the Statute and Act of
9.1.3.    in exercising its competence, discusses and decides on agreements and
          contracts with individuals and/or organizations who are members or not of
          the Supervisory Board,

9.1.4.    approves the most important acts (decisions) that relate to budget or
          expenditures of the coming fiscal year,

9.1.5.    in exercising its competence, issues norms for the regulation of the activity,
          organization and structure of the Foundation,

9.1.6.    elects the members of the Executive Board and decides on its structure,

9.1.7.    creates special committees with decision-making, executive or consultative

9.1.8.    in exercising its competence, appoints special persons to carry our special

9.1.9.    sets the criteria and the limits for the salaries of the personnel,

9.1.10. decides on the destination of the properties of the Foundation after

9.1.11. decides on the transfer of material or financial, movable or immovable
        property that belong to special Projects, if one of such Projects of the
        Foundation registers with the Court as a separate juridical person,

9.1.12. appoints an external auditor, foreigner or national, who meets the criteria
        (conditions) set by the Supervisory Board regarding auditors,

9.1.13. decides on the transformation, division or consolidation of the Foundation
        with other juridical persons, as well as on other issues explicitly foreseen in
        the Law or in this Statute.

                             Composition of the Supervisory Board

9.1.14. Members of the Supervisory Board can be physical or juridical persons,
        nationals or foreigners.
9.1.15. The composition of the Board reflects the activities of the Foundation on the
        basis of professionalism, donations, etc.
9.1.16. The members of the Board are appointed and dismissed by the Founder,
        who defines the fundamental policy and principal directions of the
9.1.17. The Supervisory Board is gathered no less than once a year. It is considered
        to have gathered when at least half of its members are present. The Board
        can hold its meetings also in one of the forms of electronic communication.
        These meetings are registered and have the same value as the written
        minutes. The members of the Supervisory Board in their meetings can also
        be represented by proxy.
9.1.18. The Supervisory Board decides with a simple majority (50%+1) of votes of
        the members present in the meeting, except for those matters where the law
        foresees differently.
          In the terms of this Statute, “present” means not only physical presence, but
          also presence in one the forms of electronic communication
          (videoconference, on-line chat, etc). Every member of the Board has one
          vote. If after voting, votes are equal, the vote of the Chairman of the Board
          decides definitely.
9.1.19. The Founder of the foundation has the right of veto over the decisions of the
9.1.20. The Chairman of the Board or the Founder has the right to call an emergency
        meeting. The announcement for the Board meeting should be made no later
        than 15 days before the meeting date.
9.1.21. The members of the Board, usually, exercise their functions without reward.
        The Foundation in respect of the principle of the good interest of the
        organization, considering its conditions, number and duration of the meetings
        can reimburse the expenses and reward in a reasonable way the members of
        the Board for participating in its meetings.

                               Chairman of the Supervisory Board

9.1.22. The Chairman of the Board is elected with the simple majority of the votes of
        the Board between the candidates proposed by the Founder. The Founder
        can also be the Chairman of the Board.

9.1.23. The position of the Chairman is held for a period of four years, but can be re-
        elected for an unlimited number of times.

9.1.24. The Chairman of the Board chairs the meetings of the Supervisory Board,
        signs the decisions of the Board and takes care of their implementation.

9.1.25. The Chairman of the Board calls the meetings of the Supervisory Board,
        prepares the agenda and chairs the meetings.

9.1.26. The Founder decides on the acceptance or refusal of material or financial
        donations, funds, grants given by physical or juridical persons, private or
        public, domestic or foreigners.

9.1.27. The Chairman of the Board represents the Foundation before public
        authorities, national or foreign, himself or through another person authorized
        by him. In case of his absence, another member of the Board authorized by
        him can substitute the Chairman in the leading of the Board’s meetings. (The

                                       9.2. EXECUTIVE BOARD
                               Competence of the Executive Board

9.2.1.    Members of the Executive Board exercise their responsibility for a 2 years
          period of time, but can be re-elected for an unlimited number of times.

9.2.2.    The Executive Board of the Foundation is the highest executive and
          administrative body.

9.2.3.    He leads the day-to-day activity, harmonizes the executive and administrative
          activity, and unifies the policies and principal directions of the Foundation for
          reaching the goals of the Foundation.

9.2.4.    The Executive Board proposes the budget to the Supervisory Board, and
          controls its implementation.

9.2.5.    In exercising its competence:
                discusses and decides on agreements and contracts with individuals
                 and /or organizations members or not of the Supervisory Board
                issues norms for the regulation of the activity, organization and
                 structure of the Foundation, and makes changes in the internal
                 functioning rules and presents them to the Supervisory Board for
                appoints special persons to carry our special tasks,

9.2.5./1 The Executive Board organizes the financial activity of the Foundation,
          proposes and follows the realization of the activities, publications, other
          services of the Foundation, follows the implementation of the By-laws, and
          organizes the correspondence that has to do with organizational and
          administrative matters.
9.2.6.    The Executive Board decides with a simple majority (50%+1) of votes of the
          members present in the meeting, except for those matters where the law
          foresees differently. If after voting, votes are equal, the vote of the Chairman
          of the Board decides definitely.

                                 Chairman of the Executive Board

9.2.7.    The Supervisory Board appoints the Chairman of the Executive Board for a 2
          years period of time.
9.2.8.    The Chairman calls and chairs the meetings of the Board, prepares the
          agenda, signs the decision made by the Board, and represents it before the
          Founder and the Supervisory Board, as well as in all meeting and
          agreements of the Foundation in exercising its powers.
9.2.9.    He can appoint a member of the Board to chair the meetings in case of
9.2.10. The Chairman can call an emergency meeting of the Executive Board when
                                                  Article 10
                     Changes in the Statutes, Act of Founding, By-laws

10.1.     The Supervisory Board can make changes to the Statute, Act of Founding,
          and to the By-laws only with the consent of 3/4 of all the members of the
          Supervisory Board.

10.2.     The Founder or the directive bodies of the Foundation can propose changes
          in written to the Supervisory Board no later than 1 month before the meeting

                                                       Article 11
                                   Prohibition against conflict of interest

11.1.     Members of the leading bodies of the Foundation in the relations between
          them and toward the Foundation should not allow conflicts of interest.

11.2.     Agreements between members of the Foundation (members of the leading
          bodies and employees) and the Foundation itself are not allowed, except in
          cases when these agreements are bound for the realization of the goals of
          the Foundation and their value (estimation) is appropriate to the ones of the
          market, and when the Supervisory Board approves them.

                                                  Article 12
                           Transformation, division or consolidation

12.1.     The Foundation can be transformed, divided or consolidated by decision of
          the Supervisory Board and the approval of the Founder, always according to
          the conditions and regulations set in this Statute and in the legislation in

                                                  Article 13
                                          Legal representative

13.1.     The Supervisory Board can appoint a legal representative to represent the
          Foundation in relations with juridical or physical persons, central or local
          institutions, domestic or foreign.

13.2.     The Supervisory Board can appoint an attorney at law to represent the
          Foundation in any court proceedings in the competent Court.

                                                  Article 14
                                 Self-dissolving of the Foundation

14.1.     The Foundation can be dissolved by the decision of the Founder.

                                                  Article 15

15.1.     When the Foundation is self–dissolved as foreseen in the Statute or Law, the
          Supervisory Board makes the decision for the liquidation according to
          legislation in power.

15.2.     The Supervisory Board proceeds with the appointment of one or more
          liquidators who will carry out the liquidation.

15.3.     The assets left after the liquidation, with a decision by the Supervisory Board,
          will be distributed or donated to other non-profit organizations that follow the
          same or similar goals to that of NEHEMIA Foundation, in compliance with the
          legal dispositions in power.

15.4.     No member of the Supervisory Board, Executive Board or employee can
          have any financial claim over the assets of the Foundation, but of loans
          secured by them on behalf of the Foundation. The Foundation claims itself
          not responsible for the non paying off of credits (loans) that comes not
          because of the Foundation’s fault.

15.5.     The de-registration of the Foundation required by the Supervisory Board
          takes place after the decision for the dissolution of the Foundation, and after
          approval of the final report of the liquidator by the Supervisory Board.

                                                  Article 16
                                            Last dispositions

16.1.     For any other matter not foreseen in this Statute, in the Act of Founding or
          By-laws, will be applied the decisions of the Supervisory Board, dispositions
          of the Civil Law, as well as the Law “For the Non-benefiting Organization” in

Pogradec, 16.05.2002/EL