NATURE AND PURPOSE
ARTICLE 1 (Name and Classification)
1. The Rui Cunha Foundation in English, Fundação Rui Cunha in Portuguese, 官樂怡基金會 in Chinese, hereinafter simply referred to as “Foundation”, is a non-profit legal person governed by private law and of a foundational character of benefit to the public interest.
2. The Foundation is governed by the present statutes and by the law of the Macau Special Administrative Region of the People’s Republic of China, hereinafter simply referred to as “MSAR”.
The duration of the Foundation shall be for an unspecified length of time.
The Foundation shall have its head office in the MSAR, at Avenida da Praia Grande, n° 749, R/C-A, Edificio Lun Pong, Macau, PRC.
The purpose of the Foundation is to contribute to the development of the identity both of the MSAR’s separate and autonomous legal system and of the people of Macau and their unique culture by undertaking philanthropic and cultural work in its civil society.
The Foundation shall undertake those activities which its governing bodies deem most appropriate to the fulfilment of its objectives, namely:
a) Establish a CENTRE FOR REFLECTION, STUDY AND DISSEMINATION OF MACAU LAW (CRED-DM) in order to:
a.1) Execute, foster or sponsor projects of a scientific and educational nature in the field of research on the MSAR legal and legislative system;
a.2) Assemble, comment on, organise, maintain, and disseminate a body of MSAR jurisprudence;
a.3) Undertake, promote or sponsor training and debate through conferences, seminars and talks;
a.4) Undertake, promote or sponsor activities to disseminate law, in particular those aimed at law professionals working within the Macau legal system;
a.5) Undertake, promote or sponsor publishing activities in Macau;
a.6) Establish awards and provide study grants compatible with its aims and possibilities;
a.7) Stimulate and facilitate the publication of studies on Macau law;
a.8) Establish and set up a library in Macau specialised in the legal sciences, history and international affairs;
b) Foster and/or sponsor events of a sociocultural nature, particularly in the area of literature, visual arts and music, in the aim of promoting the MSAR’s unique culture and its creative industries;
c) Promote, support and encourage or sponsor activities of a philanthropic nature, contributing directly or jointly with other non-governmental or non-profit institutions or organisations in the MSAR to alleviate needs and promote the well-being of people and communities in Macau, with particular focus on supporting voluntary work fighting the effects of gambling dependency;
d) Encourage legal, cultural and social cooperation between the MSAR and the Community of Portuguese Speaking Countries (CPLP), the People’s Republic of China and other communities with a shared and common history, Goa, Daman and Diu in India, in particular:
e) Foster and support initiatives of a social, cultural or sports nature aimed at the youth of the MSAR;
f) Foster or support initiatives aimed at disseminating knowledge of Macau’s historical past and its links to Portugal and the People’s Republic of China, of which it is part.
In exercising its activities, which are undertaken purely for the benefit of the public interest, the Foundation shall, as a permanent rule governing its actions, cooperate with the legal and educational departments of the various departments of the MSAR Government, the Macau Bar Association and other legal persons of benefit to the public interest, specifically universities and scientific institutions, and shall seek, in interacting with other non-profit bodies, to put its resources to the best possible use.
In fulfilling its purpose of benefiting the public interest, the activities of the Foundation include collaborating and cooperating with organisations based outside the MSAR whose aims are identical to those of the Foundation, with a view to pursuing common objectives.
LEGAL CAPACITY AND ASSETS
ARTICLE 8 (Legal capacity)
1. The Foundation may, pursuant to the law and the statutes herein, take all actions necessary to achieve its stated aims and to manage its assets, acquiring, encumbering and selling any kind of property.
2. The sale or encumbrance of immovable property shall depend on the Board of Curators’ assent.
The Foundation has the following assets:
a) A fund of MOP$50,000,000 (fifty million patacas), resulting from the cash or other contributions of the Founder and Co-founders, of which MOP$ 10,000,000 is to be provided at the time the Foundation is established and MOP$ 10,000,000 (ten million patacas) annually in the 4 (four) following years;
b) The amount of the monthly rent of the 3rd, 4th and 5th floors of the Luen Pong building in Avenida da Praia Grande n° 759, Macau, for a period of five years, starting from the moment of the constitution of the Foundation;
c) Use, enjoy and have the right of use, according to the interest of the Foundation, without any charges, of the loja R/C – A do Edifício Lun Pong sito na Avenida da Praia Grande nº 749, in Macau, for five years, starting from the moment of the constitution of the Foundation;
d) Any property it may acquire against payment or free of charge, which, in the latter case, shall depend on the acceptance of the compatibility of the terms or commitment with the purposes and possibilities of the Foundation;
e) Any donations in the form of goods or values from the Curators, institutions or third parties.
The Foundation’s income is as follows:
a) Earnings from the financial and asset management of the Foundation;
b) The fruits of its activity, specifically from the sale of its publications and the services which the Foundation may eventually provide;
c) Subsidies and contributions, whether regular or occasional, from any public or private individual or organisation from the MSAR, the region, or overseas.
GOVERNING BODIES AND POWERS
ARTICLE 11 (GOVERNING BODIES)
The governing bodies of the Foundation are:
a) The President of the Foundation;
b) The Board of Curators;
c) The Board of Directors;d) The Auditing Board.
PRESIDENT OF THE FOUNDATION AND CO-FOUNDERS
ARTICLE 12 (President of the Foundation)
The founder of the Foundation, Rui José Cunha, shall be its first President whose office he shall hold for life.
2. At the end of the Founder’s term of office, the President of the Foundation shall be elected by secret ballot by the members of the Board of Curators for a 4-year period.
3. The President of the Foundation shall be elected by simple majority of the members of the Board of Curators present at a meeting specifically convened.
4. The President of the Foundation shall be replaced in the exercise of his duties, whenever due to absence or impediment, by the Deputy Chair of the Board of Directors, with the exception of that stated in Article 13c) herein.
It is for the President of the Foundation to:
a) Represent the Foundation;
b) To appoint and remove the members of the Board of Curators;
c) Convene and chair the meetings of the Board of Curators and cast the deciding vote;
d) Appoint and remove the members of the Board of Directors;
e) Convene and chair the meetings of the Board of Directors;
f) Appoint special consultants, depending on the needs and interests of the Foundation.
The Co-founders are Rui Pedro Bravo Cunha and Isabel Alexandra Bravo Cunha, son and daughter of the Founder Rui Cunha.
BOARD OF CURATORS
ARTICLE 15 (Composition and Meetings of the Board of Curators)
1. The Board of Curators shall consist of the President of the Foundation, who shall have the deciding vote as the chair, the Co-Founders, and the Councillors of up to 15 (fifeteen).
2. The firstborn of the Co-Founders and, as well, the firstborn of direct descendants of the Founder will be lifelong Councillors.
3. The rest of the members of the Board of Curators shall be appointed by the President of the Foundation, after the Board of Curators has been heard, from outstanding individuals from the legal, cultural, business or social worlds.
4. The members of the Board of Curators are appointed for a period of 4 years and may be reappointed.
5. The Board of Curators shall hold ordinary plenary meetings twice a year and extraordinary meetings whenever the President of the Foundation or the Board of Directors deems fit. The Chair of the Executive Committee shall act as secretary at the meetings of the Board of Curators.
6. The Board of Curators shall meet when a simple majority of its members are present and take decisions by majority of 2/3 of its votes, subject to any other procedure expressly stated in these statutes.
1. The Board of Curators is an advisory body whose role is to give an opinion on the general guidelines which should govern the activities of the Foundation and all other matters which relate to it and on which the President or the Board of Directors wish to hear its opinion.
2. It is for the Board of Curators to:
a) Give its opinion by 15 December each year on the Foundation’s plan of activities and budget for the following year, which should be issued by the Board of Directors by 30 November;
b) Give its opinion on the plans for specific initiatives presented to it for that purpose;
c) Give its opinion on changes to the statutes or the dissolution of the Foundation;
d) Appoint and remove the members of the Auditing Board;
e) Propose the appointment of the members to the Board of Curators to the President of the Foundation, pursuant to the statutes herein;
f) Accept the resignation of members of the Foundation’s governing bodies;
g) Exercise all of the other powers conferred upon it by the statutes.
3. The Board of Curators shall issue a favourable opinion on the sale or encumbrance of any immovable property belonging to the Foundation, on which the realisation of these operations shall depend, except where already included in the Plan of Activities or in the Budget of the Foundation.
BOARD OF DIRECTORS
ARTIGO 17 (Composition and Meetings of the Board of Directors)
1. The Board of Directors shall consist of an uneven number of members, including the President of the Foundation, who shall also be its Chair, the First Deputy Chair and the Second Deputy Chair.
2. The members of the Board of Directors shall be appointed and removed by the President of the Foundation, after the opinion of the Board of Curators has been heard.
3. With the exception of the position of the Chair, members of the Board of Directors shall be appointed for three years and may be re-appointed.
4. If the President of the Foundation is absent or unable to exercise his duties, the removal of the members of the Board of Directors is subject to the decision of the Board of Curators and taken by majority vote of two-thirds of its members.
5. The Board of Directors shall hold ordinary meetings once a month and extraordinary meetings whenever convened by its Chair, at which the minutes for the respective meeting shall be taken.
6. The Board of Directors may only deliberate when the majority of its members are present and when among these is included the Chair or one of the Deputy Chairs of the Board.
1. It is for the Board of Directors to take all action necessary to implement the plan of activities approved by the Board of Curators, for which it shall hold wide management powers, or by decision of the Founder.2. For the purposes of executing that stated in the preceding paragraph, it is for the Board of Directors in particular to:
a) Review the Plan of Activities and the Annual Budget, obtain the respective opinion of the Board of Curators and approve them by 30 December;
b) Approve the balance sheet and annual accounts by 28 February of each year and submit them immediately for review by the Auditing Board or Single Auditor;
c) Submit the quarterly reports on the Foundation’s activities and accounts for review by the Auditing Board or Single Auditor;
d) Administer and dispose freely of the Foundation’s assets, pursuant to the law and the statutes herein;
e) Create any financial funds as it may deem fit in order to manage the Foundation’s assets adequately and transfer to them the control, possession or administration of any property included in the said assets;
f) Approve the Foundation’s Internal Regulations and the Department Regulations to be created within the scope of the Foundation’s activities;
g) Establish proxies or delegate the power to represent the Board of Directors to any of its members;
h) Issue directives to pursue the objective of the Foundation to be implemented by the Executive Committee;
i) Undertake all management and representation measures necessary to ensure the smooth operation of the Foundation, the execution of its plan of activities and the pursuit of its goal;
3. Included under the Foundation’s management and representation measures are the following:
a) To dispose by sale, exchange or other means and encumber movable or immovable property, values and rights, including bonds and holdings, as well as take out mortgages or any guarantees or burden on the Foundation’s property;
b) To acquire, by any means, movable or immovable property, values and rights, including bonds and holdings in existing or future companies;
c) To take or to lease any property or parts thereof;
d) To access bank accounts, deposit and withdraw money, issue, sign, accept, draw and endorse bills of exchange, promissory notes, cheques and any other securities;
e) To grant or contract loans, including research grants, or any other types of financing or credit, with or without providing collateral or personal guarantees of any sort, and terminate or cancel the said guarantees;
f) To propose managers for a particular branch of activity included in the Foundation’s objective or appoint assistants to represent it in specific acts or contracts;
g) To receive subpoenas, acknowledge, desist or acquiesce in any legal dispute in which it is involved.
ARTICLE 19 (Deputy Chairs)
1. The First Deputy Chair and Second Deputy Chair of the Board of Directors shall be personally trusted by the President of the Foundation, who shall appoint and remove them after hearing the Board of Curators.
2. If the Chair of the Board of Directors is absent or unable to perform his duties, the Deputy Chair shall assume the said duties.
3. The Second Deputy Chair of the Board of Directors shall assume the duties of the Chair of the Executive Committee.
1. Among the members of the Board of Directors, the Chair of the Board of Directors, after hearing the Board of Curators, shall appoint an Executive Committee chaired by the Second Deputy Chair of the Board of Directors and an even number of board members.
2. The Executive Committee shall meet when there is a simple majority of its members at least once a month and whenever convened by its Chair, acting by Orders or issuing recommendations to the Board of Directors.
3. It is for the Executive Committee to take such management measures as necessary to execute the annual Plan and Budget and the day-to-day running of the Foundation, in accordance with the powers delegated by the Board of Directors. It is also responsible for:
a) Drawing up the Foundation’s Internal Regulations and Department Regulations for submission for approval by the Board of Directors;
b) Organising the Foundation’s activities by preparing the Annual Plan of Activities and Budget;
c) Executing the directives issued by the Board of Directors in order to pursue the Foundation’s objective fully.
The Special Consultants, appointed in accordance to the Article 13, al. f), may, at any time, be requested to collaborate with the Foundation, take part in all the board meetings, and/or give advice whenever it will be requested to do so.
The Foundation is bound by:
a) The joint signature of two members of the Board of Directors, one of whom must be the acting Chair of the Board of Directors at the time of the said signing;b) The signature of a member of the Board of Directors in exercise of the powers delegated to him by decision of the said Board;
c) The individual or joint signature of one or more proxies, as stipulated in the respective power of attorneys issued by the Board of Directors.
ARTICLE 23 (Composition and Meetings of the Auditing Board)
1. The Auditing Board is appointed by the Board of Curators by simple majority vote and consists of three members and a Chair, except for the first appointment at the constitution of the Foundation.
2. Alternatively, the Board of Curators may, by simple majority, appoint a body of known repute to perform the duties of Single Auditor.
3. The term of office of the members of the Auditing Board or the Single Auditor is one year and may be renewed.
4. The removal of the members of the Auditing Board or the Single Auditor is subject to the decision of the Board of Curators which is taken by simple majority vote of its members.
1. It is for the Auditing Board or Single Auditor to:
a) Check the accuracy of the books and accounting records, as well as supporting documents;
b) Check, whenever deemed fit and in a way considered appropriate, the existence of the property or values belonging to the Foundation;
c) Issue an opinion on the quarterly activity report and accounts presented by the Board of Directors;
d) Draw up an annual report on its auditing work and issue an opinion within 30 days on the annual balance sheet and accounts submitted by the Board of Directors.
2. The Single Auditor or members of the Auditing Board shall, at whatever time of the year, conduct any inspections and checks it deems fit for the proper exercise of its duties.
FINAL AND TEMPORARY PROVISIONS
ARTICLE 25 (Amendment of the Statutes and Dissolution of the Foundation)
1. Decisions on amendments to the statutes shall be taken by the Board of Curators after the Board of Directors has delivered an opinion.
2. Decisions on voluntary dissolution of the Foundation shall be taken by the Board of Curators by qualified majority of 4/5 of its members.
3. In the event of the voluntary dissolution of the Foundation’s status, the property which comprises its assets shall be allocated as the Board of Curators deems fit given the purpose for which it was created, subject to the legal provisions applicable.
4. Pursuant to Article 4, all the decisions on amendments to the Statutes, as changing the name of the Foundation or the elimination of any purpose of the Foundation, need to be approved unanimously.
Without prejudice to the present statutes, the meetings of the Governing Bodies of the Foundation may take place:
a) At the head office of the Foundation or at any other venue in or outside the MSAR so long as it is mentioned in the notice of meeting;
b) By telematics, namely, telephone conference or video call.
1. The members of the governing bodies of the Foundation shall exercise their duties freely and receive no remuneration for their services, with the exception of the members of the Auditing Board or the Single Auditor and the Executive Committee, bearing in mind the professionalism required of the incumbents of these positions.
2. The members of the Board of Curators who reside outside the MSAR shall be entitled to the total reimbursement of the costs associated with travelling and staying in Macau.
3. Participants at each meeting of the Board of Curators shall receive an attendance fee, the exact amount of which shall be established by the Founder.
According to Article 15, the initial Board of Curators consist of the following:President: Rui CunhaCo-founders: Rui Pedro Bravo Cunha; Isabel Alexandra Bravo Cunha.Appointed members:
According to Article 17, the initial Board of Directors consist of the following:Chair: the Founder, Rui Cunha.First Deputy Chair:Second Deputy Chair and Chair of the Executive Committee:[…].Executive Director:Executive Director:
Pursuant to Article 23.1/23.2, the designated members of the Audit Board are/the Single Auditor is:Chair: […].Board member: […].Board member: […].orSingle Auditor: […].Representative of the Single Auditor: […].
The Foundation shall adopt the following logotype: