ORGANIZATION

By-laws of Friends of Mpanshya Hospital, Zambia (based in Saanen)

1. Name and location

There is an organization under the name of “Friends of Mpanshya Hospital, Zambia” according to Art. 60 ff. ZGB based in Saanen.

2. Goal

The organization’s aim is to give financial support to different projects of the Mpanshya Hospital, for example Orphans and Children in Need, Chicken for the Hospital, etc.

3. Means/Contributions

There are no membership fees charged. The organization is financed by donations. Members and others can support the organization by making voluntary financial contributions.

4. Membership

Any person or legal entity who has an interest in the organization of the Verein Freunde des Mpanshya Hospital Sambia can become an active member with voting rights. Application for admission should be addressed to the president; the board decides admission. There are no non-active members.

5. Termination of membership

Membership may be terminated for a person’s resignation, expulsion or death; for a legal entity through resignation, expulsion or liquidation.

6. Resignation and expulsion

A resignation from the organization is possible at any time and must be done in writing. A member can always be excluded from the organization without being given any reason. The board makes the decision; the member may take the decision to the general assembly. Retired or excluded members have no right to any assets of the organization.

7. Bodies of the association/organization

a) General Assembly

b) Board of Director

c) Auditor

8. General Assembly

The highest governing body of the organization is the general assembly. A general assembly takes place once every year, in the first quarter.

An invitation to the general assembly is sent to its members two weeks in advance with the agenda.

The general assembly has the following irrevocable duties:

a) Election or de-selection of the board and the auditor

b) Stipulation and change of the by-laws

c) Approval of the annual financial statement and the auditor’s report

d) Decision on the annual budget

e) Exclusion of appeals

At the general assembly, each member has one vote; approval is by a simple majority.

9. Board

The board consists of a minimum of three people: the president and a minimum of two assessors.

The board represents the organization and leads the current business.

10. Auditor

The general assembly elects annually an auditor, who keeps the books and records and who does at least one random control audit.

11. Liability

Liability for the debts of the organization applies only to the association's assets. A personal liability of the member is excluded.

12. Changes of the by-laws

The by-laws can be changed by a vote of three quarters of the present members.

13. Liquidation of the organization

The liquidation of the organization can be decided by a simple majority if three quarters of all members are present at the assembly.

If there are less than three quarters of all members at the assembly, a second assembly has to take place within one month. At this assembly, the organization can be liquidated with a simple majority if less than three quarters of the members are present.

A merger can only take place with another legal entity, such as a charitable, non-profit organization, which is exempt from taxes and which is based in Switzerland. In case of a liquidation, profit and capital shall be bestowed onto another charitable and non-profit organization based in Switzerland.

14. Effective date

These by-laws have been accepted the day of the founding meeting on 4 April 2012 and go into effect immediately.