voltar ao início

BY-LAWS

Versão em Português

(Updated by public deed registered at the 4th Notary-Public Office of Lisbon on the 2 June 2004, pursuant to deliberation of the Board of Directors of the 16 July 2003, after advice from the General Board given at its meeting of the 1 March 2003)

CHAPTER I
(Nature and Object)

Article One (Name and Nature)

1. The Mário Soares Foundation (hereinafter referred to as the “Foundation”), is a legal person of the foundation type governed by private law, set up as a non-profit organisation of general public interest.

2. The Foundation shall be governed by these By-Laws and by the applicable provisions of Portuguese law.

Article Two (Duration)

The Foundation shall exist for an undetermined period of time.

Article Three (Seat)

1. The Foundation shall have its seat in Lisbon, at Rua de São Bento, nº. 176, in the administrative district of Santa Catarina.

2. The Foundation Board of Directors may pass resolutions to set up delegations or other forms of representation wherever it so deems appropriate, notwithstanding the next number.

3. The Casa-Museu . Centro Cultural João Soares, at Cortes, shall be a pole of the Foundation in the region of Leiria.

Article Four (Purpose)

The purpose of the Foundation, as a European project, shall be to carry out, promote and sponsor actions of a cultural, scientific and educational nature in the fields of political science, contemporary history, international relations and human rights.

Article Five (Object)

1. The Foundation shall carry out the activities that its boards consider best suited to the achievement of its purpose, taking as a reference for the choice of its initiatives and of the beneficiaries thereof the biographical data of the person who has given the Foundation its name: a Portuguese politician who, coherently and devotedly, has fought for the establishment of Democracy in his country and of a solidarity and social regime, a European citizen interested in constructing a Europe where the preservation of national identities is combined with the building of a plurinational political society, a citizen of the World actively involved in promoting Peace, greater justice in the relations between peoples and the actual universalisation of respect for human rights.

2. Without prejudice to carrying on other activities linked to achieving its purpose, the Foundation shall be entitled to:

a) Implement, promote or sponsor research projects in the areas having a connection with its purpose;

b) Assemble and organize the personal archives of Mr. Mário Soares, as well as any others that may be incorporated therein;

c) Implement, promote or sponsor training and debate actions by way of conferences, seminars and colloquia;

d) Implement, promote or sponsor cultural development and dissemination activities geared in particular to young people;

e) Implement, promote or sponsor editorial activities;

f) Create prizes and grant scholarships, compatible with the Foundation’s purpose and its possibilities;

g) Subsidize the publication of studies;

h) Set up and assemble a library specialised in the domains of political science, contemporary history, international relations and human rights;

i) Promote the development of European studies, taking into account the new European construction and Portugal’s involvement in the European Union;

j) Stimulate cultural and scientific cooperation between Portugal the Portuguese- speaking African countries, Brazil, East Timor, India (Goa), and the Special Administrative Region of Macao.

Article Six (Cooperation with the Public Administration)

In the performance of its activities, which will be guided exclusively by public utility goals, the Foundation shall permanently observe standards of conduct aimed at cooperating with the cultural and educational departments of the central, regional and local Administrations and other public utility entities, notably universities and scientific and cultural institutions and shall seek to interact with other non-profit entities to enhance the social profitability generated by the application of its own funds.


CHAPTER II
LEGAL CAPACITY AND ASSETS

Article Seven (Legal Capacity)

1. The Foundation shall be entitled to perform all such acts as may be required to achieve its purpose and manage its assets, notably to acquire, encumber and sell assets of any nature, in observance of the applicable provisions of the law.

2. The encumbrance or sale of immovable assets shall require the favourable opinion of the General Board.

Article Eight (Assets)

The Foundation assets shall be:

a) An initial fund of one hundred million escudos (PTE 100,000,000) raised by the contributions in cash of its founders;

b) The assets the Foundation may acquire for a price or free of charge. In the latter case, the acceptance of any such assets shall depend on their being compatible with the status or the charges associated to their end and the possibilities of the Foundation.

Article Nine (Income)

The Foundation income shall comprise:

a) The income generated by its own assets;

b) The proceeds generated by the sale of its publications and by the services the Foundation may come to provide;

c) The regular or occasional subsidies and contributions granted by any public or private, national and foreign entities.


CHAPTER III
FOUNDATION BOARDS AND POWERS


SECTION I

BOARDS

The Foundation boards shall be:

a) The Chairman of the Foundation

b) The Board of Directors

c) The Supervisory Board

d) The General Board.

SECTION II

THE CHAIRMAN OF THE FOUNDATION

Article Eleven THE CHAIRMAN OF THE FOUNDATION

1. The first Chairman of the Foundation shall be Mr. Mário Soares, who shall perform the duties inherent to this position for his entire lifetime.

2. Subsequently, the Board of Directors from among its members shall elect the Chairman of the Foundation by secret ballot for four-year terms, which shall be renewable.

3. In his absence or impediment, the Vice-Chairman shall replace the Chairman.

Article Twelve (Powers of the Chairman of the Foundation)

1. The Chairman of the Foundation shall hold the powers to:

a) Represent the Foundation;

b) Appoint the members of the General Board, other than the initial ones;

c) Convene and preside over the meetings of the Board of Directors, in which he shall have the casting vote;

d) Convene and direct the meetings of the General Board, in which he shall have the casting vote;

e) Issue the internal regulations governing the operation of the Foundation;

f) Organize and direct the services and activities of the Foundation;

g) Ensure the current management of the Foundation, notably by preparing and implementing the resolutions to be passed by its boards.

2. The Chairman may be assisted directly by an employee holding the position of secretary-general.

SECTION III

THE BOARD OF DIRECTORS

Article Thirteen (Composition and Meetings of the Board of Directors)

1. The Board of Directors shall be composed of the Chairman of the Foundation, of its Vice-Chairman and of three to five other members, as it may deliberate.

2. Save as provided in Article Eleven, paragraph 1 hereof, the members of the Board of Directors shall stay in office for five-year terms, which may be renewed.

3. The first members of the Board of Directors shall be appointed in the incorporation deed. Subsequently, the positions becoming vacant for any reason and those that will vacate in result of the terms having expired shall be filled by members of the Board of Directors who shall be appointed by co-option.

4. The Board of Directors shall hold ordinary meetings once a month and extraordinary meetings whenever the Chairman so deems necessary.

Article Fourteen (Powers of the Board of Directors)

1. The Board of Directors shall be responsible for performing all such acts as may be necessary to pursue to object of the Foundation and shall hold ample management powers.

2. To ensure the compliance with the provisions of the preceding paragraph, the Board of Directors shall hold the powers to, inter alia:

a) Programme the activity of the Foundation, notably by preparing the annual budget and business plan;

b) Approve the balance sheet and annual accounts of the Foundation by 31 March of each year;

c) Administer and freely dispose of the assets of the Foundation, in observance of the relevant provisions of the law and of these By-Laws;

d) Create the financial funds required to ensure the proper management of the Foundation’s assets and transfer the control, possession or management of any of such assets to such funds;

e) Appoint proxies or delegate to any members of the Board of Directors the representation thereof and the performance of one or more of its duties.

Article Fifteen (Binding of the Foundation)

The Foundation shall be bound by:

a) The joint signature of two members of its Board of Directors, one of which shall be that of its Chairman;

b) The signature of a member of the Board of Directors, in the exercise of the powers conferred on him by a resolution passed by this Board;

c) The individual or joint signature of one or more proxies, as may be established in the relevant powers of attorney granted by the Board of Directors.

SECTION IV

THE SUPERVISORY BOARD

Article Sixteen (Composition and Meetings of the Supervisory Board)

1. The Supervisory Board shall be composed of three members elected by the General Board, which shall elect a Chairman from among themselves.

2. Should the accounting movements and the Foundation resources so justify and permit, the General Board shall elect a firm of statutory auditors to the position of member of the Supervisory Board.

3. The members of the Supervisory Board shall remain in office for five year terms, which shall be renewable.

4. The first members of the Supervisory Board shall be appointed in observance of the temporary provisions set forth in these By-Laws.

5. The Supervisory Board shall hold ordinary meetings once a quarter and extraordinary meetings whenever necessary.

Article Seventeen (Powers of the Supervisory Board)

1. The Supervisory Board shall be empowered to:

a) Verify the accuracy of the accounting books and records and of their supporting documents;

b) Proceed to the verification of the existence of assets or values pertaining to the Foundation, whenever it so deems necessary and in such manner as it may deem appropriate;

c) Prepare an annual report on its supervision activity and issue a report on the balance sheet and accounts for the financial year, to be presented by the Board of Directors by 31 March of each year.

2. The members of the Supervisory Board shall, jointly or separately, and at any time during the year, implement the inspections and verifications they may consider necessary to ensure the full performance of their duties

SECTION V

THE GENERAL BOARD

Article Eighteen (Composition and Meetings of the General Board)

1. The General Board shall be composed of the Chairman of the Foundation, who shall preside and have a casting vote and a variable number of members, which shall be of no less than fifteen.

2. The General Board members shall remain in office for their lifetime.

3. The first General Board members shall be the signatories of the Foundation incorporation deed. Subsequently, the Chairman of the Foundation shall be free to appoint other General Board members from among distinguished personalities in cultural, political, economic or social life.

4. The General Board shall hold ordinary plenary meetings once a year and extraordinary meetings whenever the Chairman of the Foundation or its Board of Directors so deem appropriate.

5. The General Board shall be entitled to work in sections to be formed on the initiative of the Chairman, provided that they are not so for the purpose of exercising the powers referred to in subparagraphs (a), (c) and (d) of paragraph 2 and paragraph 3 of Article Nineteen and in paragraph 3 of Article Twenty Two hereof.

Article Nineteen (Powers of the General Board)

1. The General Board shall be an advisory board responsible for issuing opinions on the general guidelines governing the activity of the Foundation and on any other matters associated thereto in respect of which the Chairman or the Board of Directors wish to obtain the General Board members’ opinion.

2. The General Board shall hold the powers to, inter alia:

a) Issue an opinion by 15 December of each year on the Foundation budget and business plan for the following year, which shall be submitted by the Board of Directors by 15 November;

b) Issue an opinion on specific initiatives in respect of which the relevant projects shall have been presented to it for examination;

c) Issue an opinion on amendments to the By-Laws or the extinction of the Foundation;

d) Elect the members of the Supervisory Board;

e) Exercise any other powers conferred on it by the By-Laws.

3. The General Board shall obligatorily issue a favourable opinion on the encumbrance or sale of any immovable asset belonging to the Foundation.


CHAPTER IV
FINAL AND TEMPORARY PROVISIONS


Article Twenty (Amendments to the By-Laws and Extinction of the Foundation)

1. The Board of Directors shall pass resolutions on any amendment to the By-Laws and on the extinction of the Foundation, following the issuing of a non-binding opinion thereon by the General Board.

2. Should the Foundation be voluntarily extinguished, its assets shall be distributed as may be directed by the Board of Directors, taking into account the attainment of the purpose for which it was created.

Article Twenty-One (Non-Remuneration for the Performance of Duties)

The members of the Foundation boards shall perform their duties free of charge and shall not receive any remuneration in respect thereof, this not applying to the firm of statutory auditors to which Article Sixteen, paragraph 2 hereof refers.

Article Twenty-Two (Removal from Office of the Members of the Foundation Boards)

1. The Chairman of the Foundation, two members of its Board of Directors, the Supervisory Board or fifteen members of the General Board shall separately be entitled to apply to the Lisbon District Courts for the removal from office of any member of the Board of Directors to whom any of the following are imputable:

a) Manifest and repeated failure to observe the object of the Foundation, such as it is laid down in these By-Laws;

b) Performance of fraudulent or wrongful acts causing serious damage to the good name of the Foundation or to its assets;

c) Unjustified failure to attend more than five consecutive or ten alternate meetings during their term of office.

2. The provisions of the preceding paragraph shall apply with the necessary adjustments to the removal from office of the members of the Supervisory Board.

3. The members of the General Board may be removed from office pursuant to a resolution of this Board, which shall be voted on by secret ballot and require the favourable vote of two-thirds of the members in attendance.

Article Twenty-Three (Appointment of the First Members of the Board of Directors)

Pursuant to paragraph 3 of Article Thirteen hereof, the following members of the Board of Directors are hereby appointed:

Chairman: Mr. Mário Alberto Nobre Lopes Soares

Vice-Chairman: Mr. José Magalhães Saldanha Gomes Motta

Directors: Mr. António Augusto Serra Campos Dias da Cunha, Mr. Carlos Augusto Pulido Valente Monjardino and Mrs. Maria Isabel Barroso Lopes Soares

Article Twenty-Four (Appointment of the First Members of the Supervisory Board)

Pursuant to paragraph 4 of Article Sixteen hereof, the following members of the Supervisory Board are hereby appointed:

Member: Mr. Artur Eduardo Brochado dos Santos Silva

Member: Mr. Jorge Manuel Jardim Gonçalves

Member: Mr. Raul de Almeida Capela.


Fundação Mário Soares
Rua de S. Bento, 176 - 1200-821 Lisboa, Portugal
Telefones: (+ 351) 21 396 41 79 | (+ 351) 21 396 41 85 | Fax: (+ 351) 21 396 4156
fms@fmsoares.pt | arquivo@fmsoares.pt | direccao.casa-museu@fmsoares.pt