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Articles of Incorporation

The TRILOGOS®Foundation

The Trilogos®Foundation is being founded with the understanding that:
  • the personality development and formation of the individual plays a key role for the development of society as whole;
  • the promotion of responsible action has a significant impact on our everyday life, among others in that it supports people’s mental health and ability to enter into and maintain relationships, thereby contributing to societal development;
  • individuals should be supported in their effort to form their conscience and find meaning and values in their life;
  • and that, finally, all of these objectives ultimately serve the higher goals of working towards a global ethic and world peace.

1. NAME, LOCATION, PURPOSE AND ASSETS OF THE FOUNDATION


Article 1 | Name and Location

The name of the corporation is TRILOGOS Foundation (the “Foundation”). It is an independent foundation within the meaning of Article 80 et seq. of the Swiss Civil Code. The Foundation shall have its principal place of business in Küsnacht, Zurich. Any change of the location to another location in Switzerland shall require the approval of the supervisory authority.


Article 2 | Purpose

The purpose of the Foundation is to promote awareness of the importance of personal growth and its impact on how we coexist and evolve as a society. The Foundation is not tied to any religious denomination or political party. Altruistic, it works exclusively for the greater good, namely in a direct and transparent manner and as specified in these Articles of Incorporation. To achieve its mission, the Foundation may engage in the following activities, among others, concerning the Trilogos®Method:

Promotion of applied research in the field of personal growth and societal development in theory and practice;

  1. Support for university and non-university educational and training projects in this field;
  2. Development of own projects;
  3. Support, both financial and content-related, to students writing diploma theses and dissertations on the mentioned theme;
  4. Provision of scholarships;
  5. Promotion of publications;
  6. Organization of symposia and the publication and dissemination of research results in the broader public realm;
  7. Support of artistic works on the mentioned topic;
  8. Training, consultations, coaching and holding of presentations;
  9. Scientific research on or scientific quality assurance of the Trilogos Method.

Further activities to achieve the mission of the Foundation are possible.

To achieve its mission, the Foundation may also acquire and sell property and real estate.

The Foundation’s activities focus on German-speaking Europe. By resolution of the Board of Trustees, the Foundation may expand its activities to include social activities as well as additional regions and countries.


Article 3 | Assets

The initial endowment consisted of the assets provided by the founder. The founder endowed CHF 50,000 to the foundation’s assets.

Further donations to the Foundation by the founder or other persons may be made at any time.

The Board of Trustees and the management make every effort to increase the assets of the Foundation through private or public donations.

The foundation’s assets are to be managed in keeping with recognized business principles. The risk shall be distributed. While the assets may not be threatened by speculative transactions, they need not be invested in gilt-edged securities either.


2. STRUCTURE OF THE FOUNDATION


Article 4 | Entities of the Foundation

The entities of the Foundation are:

  • the Board of Trustees
  • the Management
  • the auditors, unless exempt from the obligation to audit by the supervisory authority.

Article 5 | Board of Trustees and composition

The governance of the Foundation is the responsibility of a Board of Trustees, composed of at least three natural persons or representatives of legal persons who are generally active as volunteers. The Board of Trustees decides on the allocation of attendance remuneration or compensation to members or persons to whom special powers have been delegated.

The first Board of Trustees shall be composed of the following members:

  • the founder Ms. Linda Vera Roethlisberger, President of the Board of Trustees, Küsnacht;
  • Dr. med. dent. Naritaka Fukazawa, Vice-President;
  • Mr. Andrea Malär, member.

Article 6 | Replacement of member of Board of Trustees

Should a member of the Board of Trustees need to be replaced, the remaining members elect one. Only those persons are eligible for office who demonstrably share the Foundation’s mission based on their basic outlook and prior activities.


Article 7 | Duration of term

The term of office of a member of the Board of Trustees is three years. Reelection is possible. Members can be elected until the age of 72, whereby exceptions can be granted by the Board of Trustees. The founder is elected as the president of the Board of Trustees for life, albeit subject to the following Article 13. She can delegate or otherwise abdicate this function at any time.
The Board of Trustees is reappointed by the existing members for each term of office by cooptation. If members of the Board of Trustees leave mid-way through their term of office, by-elections must be held to fill the vacancy.
A member of the Board of Trustees may be removed for important reasons at any time with good cause, in particular if the member in question have violated their obligations to the Foundation or if they are no longer able to perform their duties properly.
The Board of Trustees decides with a two-thirds majority on the removal of Foundation board members. The Foundation reserves the founder’s right of veto (Article 10 (2)) regarding the removal of board members.


Article 8 | Competencies

The Board of Trustees is responsible for the Foundation’s executive management. It is entitled to all powers which are not expressly assigned to another body in these Articles of Incorporation (deed and bylaws of the Foundation). The Board of Trustees has the following non-transferable and indefeasible obligations:

  • regulation concerning signature and representation rights for the Foundation;
  • election of the Board of Trustees and the statutory auditors;
  • approval of the annual financial statement;
  • appointment and supervision of senior management.

The Board of Trustees shall issue one or more bylaws regarding the details of the organization and management (see Article 11). A bylaw may be amended at any time within the scope of the mission by the Foundation Board. Bylaws and their amendments require the approval of the supervisory authority.

The Board of Trustees is entitled to delegate any of its powers to one or more of its members or to third parties. In particular, it may also appoint an Advisory Board or the like.


Article 9 | Decision-making

The Board of Trustees has a quorum if the majority of Foundation Board members are present. Resolutions are passed with a simple majority, unless a qualified majority is provided for in the Articles of Incorporation or in a bylaw. Founder Linda Vera Roethlisberger, as president of the Board of Trustees, has a right of veto over all resolutions of the Board of Trustees. In case of a tie, the president decides. Minutes are kept of the meeting and decisions.

Resolutions and elections may also be passed or taken by means of a circular letter, unless a member requests verbal consultation.

The invitation to the meetings of the Board of Trustees must always be sent out 30 days prior to the intended meeting date.


Article 10 | Responsibilities of the entities of the Foundation

All persons involved with the Foundation’s administration, management or audit are responsible for the damage they may cause through the intentional or negligent violation of their obligations.
If several persons are liable for one damage, each of them is jointly and severally liable to the others insofar as the damage can be attributed to them personally on the basis of their own fault and the circumstances.


Article 11 | Bylaws

The Board of Trustees lays down the principles of its activities in one or more bylaws, which must be submitted to the supervisory authority for approval.


Article 12 | Audit

The Foundation may be exempted from the obligation to audit provided that the legal requirements are fulfilled, and the corresponding provision of the supervisory authority is presented or available. If the Foundation is not exempt from the obligation to audit, the Board of Trustees shall elect an independent, external auditor in accordance with statutory provisions; that auditor shall be subject to an annual review by the Foundation’s accounting department. The auditor shall prepare a report in keeping with the currently valid standard. She or he shall also oversee compliance with the provisions of the Articles of Incorporation (deed and bylaws of the Foundation).

The auditor shall notify the Board of Trustees of any perceived deficiencies when executing her or his mandate. If these defects are not remedied within a reasonable period of time, the auditor must, if deemed necessary, inform the supervisory authority.


3. AMENDMENT TO THE ARTICLES OF INCORPORATION AND DISSOLUTION OF THE FOUNDATION


Article 13 | Amendment to the Articles of Incorporation

The Board of Trustees has the right, by unanimous decision, to submit an application to the competent supervisory authority, namely within the meaning of articles 85, 86 and 86b of the Swiss Civil Code, that the Foundation’s Articles of Incorporation be amended.


Article 14 | Dissolution

The duration of the Foundation’s existence is perpetual.
An early dissolution of the Foundation may only take place for reasons provided for by law (Article 88 Swiss Civil Code) and only with the approval of the supervisory authority by unanimous decision of the Board of Trustees.
In the event of the dissolution of the Foundation, the Board of Trustees shall transfer any residual assets to charitable, legal persons with the same or similar mission and who are exempted from tax liability with regard to their public or charitable purposes and who are domiciled in Switzerland. The return of foundation assets to the founders or their legal successors is excluded.


4. COMMERCIAL REGISTER


Article 15 | Entry in the commercial register

This Foundation is registered in the commercial register of the canton of Zurich.

As of July 11, 2012, the Board of Trustees is composed of:
Linda Vera Roethlisberger, President
Dr. med. dent. Naritaka Fukazawa, Member and Vice-President
Andrea Malär, Member

© TRILOGOS STIFTUNG, Since 2012. ALL Rights reserved