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ARTICLES OF ASSOCIATION

OF

MATER AFRICA FOR HUMANITARIAN AID INITIATIVE”

Article 1

Name and Logos

A non-governmental organisation has been established under the name “MATER AFRICA FOR HUMANITARIAN AID INITIATIVE”.

Article 2

Registered Office

The Organisation’s registered office is situated at 156, Upper Mission Rd., New benin, Benin City – Edo State, Nigeria

Article 3

Objects

The Organisation is a non-profit making organisation and the objects for which it has been established are the protection, promotion, representation and co-ordination of the interests and moral, cultural, social and sanitary needs relating to quality of life of all men and women in need of aid from all countries and social conditions.

In particular, the Organisation seeks to become a regular and preferred partner of both national and international public and private agencies.

Thus, it aims to promote any and all kind of organisations, agreements, understandings, joint ventures or other cooperation arrangements seeking to implement integrated management systems in the social, sanitary, cultural and humanitarian fields and involving the natural and/or legal persons or the public or private agencies who belong, in different capacities, to the Organisation.

For the attainment of its objects, the Organisation may, among other things:

a) execute, any and all instruments and agreements, including, but not limited to, as relating to the taking out of short and long term loans and mortgage loans, the taking up of leases, the acquisition under concession arrangements or loans for use or the purchase of real-estate property, the execution of arrangements of any kind (including those requiring registration in the public registers), with public or private entities, as may be deemed appropriate and useful for the attainment of the Organisation’s objects;

b) administer and manage the assets which it owns, leases, has obtained under a loan for use arrangement or holds in its in possession;

c) execute arrangements for the assignment to a third party of part of its operations, therein including sponsoring agreements;

d) participate in organisations, foundations, agencies and institutions, public or private, who pursue the same objects as its own, whether directly or indirectly; if it deems it appropriate, it may take part to the formation of such entities;

e) form or take part to the formation of limited companies, as well as participate in the same, provided that the above is not carried out as the Organisation’s main business and is directly or indirectly instrumental to the attainment of the Organisation’s objects as described in these Articles of Association;

f) promote and organise events, conferences and meetings – providing for the publication of the related proceedings and documents – as well as any and all other initiatives as may be useful for the establishment of a co-ordinated liaison between the Organisation and the other operators in the same sector;

g) set up awards and scholarships;

h) market goods and products, provided that such marketing activity is not carried out as the Organisation’s main business and is instrumental to the attainment of the Organisation’s objects; perform any other activity as may be conducive to or useful for the achievement of the Organisation’s objects;

i) apply to be accredited as observer to the UN and apply for recognition by Specialist Institutes or Agencies to the UN;

j) set up agreements/arrangements with recognised agencies or foundations;

k) set up arrangements with Italian and/or international universities and other cultural institutes;

l) conduct training and/or educational courses.

Article 4

Assets

The Organisation’s assets are comprised of:

– the endowment fund consisting of the contributions in cash, movable assets, real-estate assets or other assets that be employed for the pursuit of the Organisation’s objects made by the Founding Members or by any other Member of any category;

– the movable assets and real-estate assets that have been or will be conferred into the Organisation for whatever reason, therein including any and all assets as purchased by the Organisation itself in accordance to the provisions of these Articles of Association;

– the donations made by agencies or private entities that have been specified as destined to increasing the Organisation’s assets;

– the unused income that can be destined to increasing the Organisation’s assets by resolution of the Board of Directors;

– the contributions to the endowment fund made by the State, the local authorities or other public agencies.

Article 5

Management Fund

The Organisation’s management fund is formed of:

– the income and proceeds from the Organisation’s assets and operations;

– any donations or testament dispositions that have not been specified as destined to increasing the endowment fund;

– any other contributions made by the State, the local authorities or other public agencies;

– the voluntary contributions made by Founding Members, Participants, Supporters;

– the proceeds from the Organisation’s principal, auxiliary, instrumental and connected operations.

The Organisation’s income and resources shall be employed for the operation of the Organisation itself and the pursuit of its objects.

Article 6

Financial Year

The financial year shall start on January 1 and shall end on December 31 of each year. The Board of Directors shall approve the budget by December 20 of each year and shall approve the balance sheet, the income statement and the statement of cash flows relating to one financial year by April 30 of the following year.

Under special circumstances, the date by which the financial statements need to be approved may be postponed to June 30.

The Organisation’s governing bodies, each for their competence, may take on commitments and assume obligations, within the limits of the allocations established in the budget.

Any surplus from annual operations shall be used to settle the Organisation’s affairs or to purchase capital equipment to be employed for the expansion or improvement of the Organisation’s operations or, alternatively, shall be allocated to specific reserve funds or to the Organisation’s assets.

The distribution of any profits or surpluses from operations or of funds and reserves is strictly forbidden during the life of the Organisation unless such distribution or destination is imposed by law.

Article 7

Members of the Organisation

The Organisation’s Members can be divided into:

– Founding Members;

– Institutional Participants;

– Participants;

– Ordinaries.

Article 8

Founding Members

Founding Members are ………………………………….. who have subscribed the Memorandum of Association and are named as such on the same instrument.

Article 9

Principal Participants

The title of “Principal Participant” may be given to the public or private legal persons or agencies who contribute to the attainment of the Organisation’s objects through contributions as determined by the Board of Directors (to be made annually or every few years), or activities of particular importance (including service activities) or the assignment of tangible or intangible assets.

Principal Participants shall retain their title for the entire period during which the contributions or assets are duly provided or the services are duly delivered.

Principal Participants shall be admitted by incontrovertible resolution of the Board of Directors to be passed by affirmative vote of the majority of Directors, upon proposal of the Ethical Committee. Principal Participants shall expressly undertake to abide by the provisions of these Article of Association, as well as by the Regulations periodically prepared by the Board of Directors.

Principal Participants may include legal persons as well as public and private agencies and other institutions which are registered abroad.

Article 10

Participants

The title of “Participant” may be given to the natural persons or public or private legal persons or agencies who contribute to the attainment of the Organisation’s objects through contributions as determined by the Board of Directors (to be made annually or every few years).

The possible breakdown or grouping of Participants by category of activity and participation in the Organisation (also in relation to the type and quantity of their contribution) shall be provided by the Board of Directors in the Regulations.

Participants shall be entitled to destine their contributions to specific projects within the Organisation’s operations.

Participants shall retain their title for the entire period during which the contributions or assets are duly provided or the services are duly delivered.

Participants shall be admitted by incontrovertible resolution of the Board of Directors to be passed by affirmative vote of the majority of Directors, upon proposal of the Ethical Committee. Participants shall expressly undertake to abide by the provisions of these Article of Association, as well as by the Regulations periodically prepared by the Board of Directors.

Article 11

Ordinaries

The title of “Ordinary” may be given to the natural persons or public or private legal persons or agencies who contribute to the attainment of the Organisation’s objects through contributions of the amounts to be determined in the Regulations periodically prepared by the Board of Directors.

The title of “Ordinary” is not incompatible with that of “Principal Participant” or “Participant” provided that the reasons for involvement in the Organisation are multiple.

Article 12

Removal and Withdrawal

The Board of Directors shall decide by absolute majority on the removal of Principal Participants, Participants and Ordinaries due to the following causes:

– serious and repeated breach of the obligations and duties deriving from these Articles of Association, therein including, without limitation:

– a failure to make the required payments;

– a failure to make the contributions or conferment required under these Articles of Association;

– a conduct that is incompatible with the objects of the Organisation or with the obligation to cooperate with the other parties in the Organisation;

– a behaviour that is in contrast with the gratuitous nature of the services provided.

Agencies and/or legal persons can also be removed for the following reasons:

– cessation of business, for any reason whatsoever;

– initiation of liquidation proceedings;

– bankruptcy or initiation of insolvency proceedings, including out of court.

Principal Participants, Participants and Ordinaries shall have the right to withdraw from the Organisation at any time, subject to their duty to fulfil the obligations they have undertaken.

Founding Members may not be removed from the Organisation under any circumstances.

Article 13

Governing Bodies

The Organisation’s governing bodies are:

– the Chairman of the Organisation;

– the Board of Directors;

– the Ethical Committee.

Other independent offices may include the General Manager and the Secretariat, whose roles shall be defined in the Regulations of the Organisation.

Article 14

Chairman of the Organisation

The Chairman of the Organisation is …………………………………………………..

The Chairman of the Organisation is also the Chairman of the Board of Directors.

The Chairman:

– legally represents the Organisation and acts before any administrative or judicial authority;

– calls and chairs the meetings of the Board of Directors;

– signs the minutes of the meetings of the Board of Directors and any other documents as may be required in order to fulfil the resolutions of the Board of Directors;

– provides for the execution of the resolutions of the Board of Directors requiring the presence of the legally-authorised representative;

– oversees the satisfactory progress of the Organisation’s operations;

– ensures compliance with these Articles of Association and the Regulations;

– in case of urgency, adopts the necessary measures, informing the Board of Directors on the occasion of their next meeting.

He/she is also be responsible for overseeing the activities of the Board of Directors and, in particular, for adopting and implementing the meeting procedures that he/she deems to be the most appropriate in consideration of the technologies available and of the necessity to guarantee the Directors’ right to express their votes and opinions with regard to the items on the agenda.

With regard to external relations, the Chairman is responsible for maintaining relations with the State, as well as with agencies, institutions, private and public undertakings and other entities, also for the purpose of setting up co-operation arrangements in support of the Organisation’s various initiatives.

In case of absence or impediment, the Chairman of the Board of Directors shall be replaced by the Deputy Chairman.

In his/her relations with third parties, the Deputy Chairman, in order to lawfully represent the Organisation, shall always precede his/her signature with the words “in replacement of the Chairman due to temporary impediment” or similar expression.

Article 15

Board of Directors

The Organisation shall be governed by a Board of Directors consisting of 3 to 9 members and comprising the Chairman of the Organisation, who shall remain in office for life, subject to his/her right to resign at any time, and the Directors, who shall remain in office for 5 financial years and can be re-elected.

The members of the first Board of Directors are appointed upon formation of the Organisation; the following ones shall be appointed by the Founding Member.

In case of withdrawal or removal of a member of the Board of Directors, the newly-appointed Director shall remain in office until the natural expiration of the term of the Board of Directors which he/she has joined.

The Board of Directors is the body responsible for creating and implementing the will of the Organisation.

The Board of Directors:

– is vested with all the necessary powers for the ordinary and extraordinary administration and management of the Organisation, according to principles of financial diligence, effectiveness and efficiency.

– establishes and approves the general guidelines for the Organisation’s operations and related objectives and programmes, within the objects set out under Article 3 above, and is also responsible for:

– accepting the appointment of Principal Participants, Participants and Ordinaries;

– preparing the budget, the balance sheet, the income statement and the statement of cash flows;

– compiling the Organisation’s Regulations;

– resolving upon the acceptance of inheritances, legacies and donations, as well as the purchase or sale of movable and real-estate assets;

– appointing the financial auditor;

– organising into groups the operations promoted by the Organisation;

– carrying out any other tasks as attributed to it by these Articles of Association;

– periodically preparing the Regulations of the Organisation, making any and all changes as may be required in order to guarantee the full efficiency of the Organisation.

The Board of Directors, by absolute majority of Directors in office, shall also be responsible for:

– appointing and dismissing the Organisation’s General Manager, while establishing his/her delegated powers and emoluments;

– delegating specific tasks to individual Directors, while establishing their emoluments;

– approving, upon proposal of the Chairman or of two Directors, any and all changes to these Article of Association;

– resolving upon the winding-up of the Organisation and the assignment of its assets.

Article 16

Notice of Meetings and Quorum for the Resolutions of the Board of Directors

The meetings of the Board of Directors shall be called by the Chairman, upon his/her own initiative or upon request by at least one third of the Board’s members, by registered letter to be sent at least eight days before the date of the meeting or, in case of urgency, by telegram or fax to be sent at least three days before the date of the meeting.

The notice of meeting shall contain the agenda of the meeting as well as indicate the time and place of the meeting. It can also establish an alternative date and time of meeting and that the latter be fixed within 24 hours from the original.

The meetings of the Board of Directors, on both first and second call, shall be regarded as duly constituted when attended by the majority of Directors in office.

The resolutions of the Board of Directors shall be passed by absolute majority of the Directors attending the meeting; in case of parity, the vote cast by the Chairman shall prevail.

All resolutions shall be recorded in the minutes of the meeting, to be undersigned by the Chairman and the Secretary of the meeting, appointed by the same, and copied in a dedicated book to be kept in the same manner as prescribed with regard to the corresponding book to be kept by public limited companies.

The meetings of the Board of Directors may be held in the form of a teleconference or videoconference, provided that all attendees can be duly identified and they can all follow the discussion and join the debate in real time. In the presence of the above conditions, the place which hosts the Chairman and the Secretary of the meeting shall be regarded as the venue of the meeting of the Board of Directors, in order to allow for the compilation and signing of the minutes on the related book.

Article 17

General Manager

The General Manager of the Organisation supervises the operations of the same, especially with regard to ordinary activities, on the basis of specific delegations of authority included in his/her letter of appointment. He/she provides for the coordination of employees according to their job descriptions and organises their roles so as to allow for the implementation of the resolutions of the Board of Directors or of the Ethical Committee.

He/she shall be appointed by the Board of Directors, shall remain in office for three years and can be re-confirmed; the office of General Director can be taken on by natural persons who are not part of the Organisation or by its employees.

The General Manager supports the activities of the Board of Directors with regard to the preparation of the budget, the balance sheet, the income statement and the statement of cash flows.

The General Manager, within the limits of the powers conferred to him/her by the Board of Directors, can appoint third parties for the performance of certain activities, as well as hire employees at any level, in relation to which he/she shall nonetheless need to obtain ratification by the Board of Directors.

Article 18

Ethical Committee

The Ethical Committee shall comprise a maximum of 9 members, all to be appointed by the Board of Directors, who shall also establish their number.

They shall remain in office until approval of the financial statements relating to the financial year after the year of their appointment, or, if specified, for the period indicated in the letter of appointment, and can be re-elected.

Article 19

Jurisdiction

Any and all disputes relating to the interpretation, validity and performance of these Articles of Association shall be submitted to the Court of Benin City.

Article 20

Winding-Up

In the event of winding-up, for any reason whatsoever, the assets of the Organisation shall be assigned, by resolution of the Board of Directors – who shall act as its liquidator – to other entities who pursue similar objects to its own or objects of public utility in general.

Article 21

Reference to Statutory Provisions

In any and all matters not specifically dealt with in these Articles of Association, the provisions of the Regulations, the Italian Civil Code and the applicable law shall apply.