ARTICLES OF ASSOCIATION OF THE FOUNDATION PRO HUMANITATE

SCHAAN

ARTICLES OF ASSOCIATION OF THE FOUNDATION PRO HUMANITATE

SCHAAN

Art. 1 Declaration of establishment and endowment of the founder

The undersigned Legacon Treuhand Anstalt, Schaan, as indirect representative of the founder, hereby declares that it is establishing a foundation with its own legal personality in accordance with the provisions of the Liechtenstein Persons and Companies Act Art. 552 §1 and following in accordance with the following provisions and dedicates the amount of CHF 30'000,- to this foundation.

The founder irrevocably waives all influence on the foundation and all rights of any kind vis-à-vis the foundation, the foundation council, and the beneficiaries. The following provisions are reserved.


Art. 2 Definitions

Where the following terms are used in these Articles of Association and any regulations, they have the following meanings:

1. The term "Articles of Association" refers to the deed of foundation pursuant to Art. 552 § 16 PGR [Person and company law Liechtenstein];

2. The term "regulations" means internal orders for the further execution of the articles of association in the sense of Art. 552 § 18 PGR;

3. The term "founder" refers to the person pursuant to Art. 552 § 4 PGR;

4. The term "beneficiary" means all persons who, without consideration, actually, unconditionally or under certain conditions or requirements, for a limited or unlimited period, limited or unconditional, revocable or irrevocable, at any time during the legal existence of the foundation or upon its termination, benefit or may benefit from an economic advantage of the foundation (benefit);

5. The term "person" means natural persons, legal persons, institutions and organisations.

6. The terms "non-profit" and/or "charitable" correspond to the legal definition used in Liechtenstein, but also in Germany and Switzerland. For Liechtenstein, Art. 107 para. 4a PGR is relevant in this respect, for Germany the provisions of the German Tax Code (§§ 51 to 68 AO; section on "tax-privileged purposes") and for Switzerland Art. 56 lit. g DBG, as amended, are relevant.


Art. 3 Name, Domicile and Term

The Foundation shall be established for an indefinite term under the name of Foundation Pro Humanitate and has its registered office in Schaan.


Art. 4 Endowment Assets

The capital of the foundation at the time of its establishment amounts to CHF 30,000 (thirty thousand Swiss francs).

The foundation's assets may be increased indefinitely at any time by the founder's subsequent endowments or by endowments of  third parties, whereby such contributions are added to the reserves, unless an explicit increase in the foundation's capital occurs with a capital contribution.

The foundation's assets consist of the assets dedicated to the foundation and/or the assets that have taken its place, including all earnings.

If a subsequent foundation or a sub-foundation is made in the form of unlisted company shares or real estate, these company shares or real estate are maintained on a long-term basis and managed for the purpose of continuity, whereby the proceeds are used to fulfil the purpose of the foundation.


Art. 5 Purpose

The Foundation with its domicile in Schaan pursues exclusively and directly charitable purposes

The purpose of the foundation is:

1. The purpose of the foundation is the charitable advancement of education, art, culture and sport. The Foundation is particularly committed to providing social, cultural, artistic or sporting activities for young people or the socially disadvantaged. The Foundation either organises appropriate projects itself or supports institutions, persons or projects which are active in a charitable, humanitarian, educational or cultural manner.

The Foundation’s purpose complies with the requirements of the United States Internal Revenue Code for a charitable organization recognized under Section 501(c)(3) thereof, or any corresponding section of any future United States federal tax code, such purpose being exclusively charitable, educational and scientific in nature.

The objectives of the Foundation are in particular realized by:

1. In the field of the advancement of education, professorships or projects, e.g. in the field of chemistry, shall be supported, with particular regard to the University of Zurich, Switzerland.

2. To provide training support to young people and young adults in education and training in higher education.

3. Support for the advancement of sport, for example the Swiss Sports Aid and other organisations dedicated to the advancement of sport, representing the interests of athletes or enabling children and adolescents to engage in sporting activities, as well as support for facilities that enable sporting activities, such as playgrounds or "Vita Parcours", for example in Obwalden, Switzerland.

4. To preserve the literary heritage, for example by supporting libraries in Obwalden, Switzerland, and by supporting art exhibitions and museums, in particular the Historisches Museum Obwalden, Switzerland.

5. To support charitable institutions that serve the common good, such as the International Committee of the Red Cross or Zurich Zoo.

6. Supporting projects that promote young talents, such as "Swiss Youth Research", professional championships such as "Swiss Skills" or Science Olympics. The Foundation also supports teams participating in such projects.

The Foundation shall operate exclusively on a charitable and irrevocable basis. The Foundation is authorized to conclude all legal transactions which serve the pursuit and realization of its purpose. An economic activity as well as a commercial trade are not pursued.


Art. 6 Regulations

When the Foundation is established, the undersigned representative of the founder may issue regulations regarding other organs of the Foundation and their remuneration as well as the administration of the Foundation's assets. If no regulations on asset management are established, the Board of Trustees may issue corresponding regulations.

The Board of Trustees may at any time issue regulations for the further implementation of the Articles of Association and amend, supplement or repeal them in whole or in part.


Art. 7 Distributions to Beneficiaries

As part of the pursuit of its purpose, the Board of Trustees decides on the person, amount, type and timing of the distributions to the individual beneficiaries in accordance with the mandatory legal provisions, the present Articles of Association and at its own discretion.

Unless otherwise stipulated in the regulations, a beneficiary has neither a legal claim nor an entitlement to an asset advantage from the Foundation prior to such a valid resolution.

The benefit of the foundation obtained free of charge cannot be withdrawn from the beneficiaries by their creditors by way of security proceedings, execution or bankruptcy (Art. 552 § 36 para. 1 PGR).

The benefit of the foundation as well as any foundation benefits not yet accrued may not be sold, transferred or encumbered without the consent of the Board of Trustees. The beneficiaries shall have no legal claim to dissolution of the foundation, to individual parts of the foundation's assets or their division, or to the payment of income and assets of the Foundation.


Art. 8 Board of Trustees

The Board of Trustees consists of at least two natural or legal persons, whereby none of the members of the Board of Trustees may hold or exercise an executive function in an investment company attributable to the Foundation. The members of the Board of Trustees shall be appointed for the first time on the occasion of the establishment of the Foundation by the undersigned indirect deputy of the founder in a regulation. Thereafter, the Board of Trustees is entitled by resolution to replace retired members or to appoint additional members. An active member of the Board of Trustees is appointed on the proposal of the President of Struktol Corporation, 201 E. Steels Corners Road, Stow, USA. The Board of Trustees may only reject this proposal for important reasons. The details are regulated in a set of regulations.The Board of Trustees elects a President of the Board of Trustees and, if the Board of Trustees consists of more than two persons, a Vice-President.

The term of office of the Board of Trustees and its members is unlimited. The member of the Board of Trustees pursuant to Art. 180a PGR is re-elected annually.

Any member of the Board of Trustees may resign at any time without giving reasons. If all members of the Board of Trustees have ceased to exist, the legal representative shall be entitled to appoint one or more new members to the Board of Trustees. The right of judicial dismissal of members of the Board of Trustees remains reserved.

The Board of Trustees manages the business of the Foundation and represents the Foundation in a legally binding manner. The actual management of the Foundation is directed towards the exclusive and direct fulfilment of the statutory purposes.

It constitutes itself and designates those persons who are authorized to represent the Foundation as well as the type of subscription.

The Board of Trustees passes its resolutions, also with regard to elections, with a simple majority of all members of the Board of Trustees in meetings or in writing, unless otherwise expressly provided by law or the Articles of Association. In the event of a tie, the Chairman of the Board of Trustees has the casting vote. If the President of the Foundation Board is unable to attend or is absent, the Vice-President has the casting vote.

The Board of Trustees administers the Foundation and represents it externally. The Foundation's assets are administered at the domicile of the Foundation, unless the Board of Trustees decides otherwise. Within the framework of the investment regulations issued, the Board of Trustees is free to invest and administer the Foundation's assets at its own unrestricted discretion or to have them administered by third parties. There is no obligation to insure the foundation assets.

The Board of Trustees may delegate management or parts thereof, in particular asset management, to third parties and appoint proxies who do not have to be members of the Board of Trustees, but who may not hold any executive functions in an investment company attributable to the Foundation.

The Board of Trustees has no duty to supervise the management of a subsidiary, even if the Foundation is the sole owner of the subsidiary. It may only limit itself to the exercise of shareholders' rights.

The Board of Trustees shall be remunerated at the expense of the Foundation's assets for its efforts in accordance with the compensation regulations issued.


Art. 9 Other bodies, Protector, Advisory Board

The Board of Trustees reserves the right at a later date to set up further bodies such as an Advisory Board and to lay down its tasks, powers, rules of procedure and regulations on nomination and appointment rights in regulations.

In particular, the Board of Trustees may designate a protector in the regulations for tasks within the meaning of Art. 552 § 28 PGR, in which it may also describe the appointment, including successors, of its tasks and powers.

Once these regulations have been established, they may only be supplemented, amended or revoked by the Board of Trustees with the consent of the acting protector.


Art. 10 Representative

The representative of the Foundation shall be appointed for the first time on the occasion of the establishment of the Foundation by the undersigned indirect representative of the Founder in a regulation and subsequently by the Board of Trustees.

The term of office of the representative is unlimited.

The representative may be dismissed by the Board of Trustees at any time.


Art. 11 Accounting, Auditors

The general accounting rules (Art. 1045 ff PGR) are applicable.

The Board of Trustees shall propose to the Court of Liechtenstein at least one auditor for appointment. The Court of Liechtenstein appoints the auditors.

Once a year, the auditors examine whether the Foundation's assets are managed and used in accordance with their purpose. It must submit a report on the result of the audit to the Board of Trustees and the Foundation Supervisory Authority. Otherwise, Art. 552 § 27 para. 4 PGR applies.

The auditors are not authorised to represent the foundation. It is obliged to maintain absolute secrecy. If the prerequisites for exemption from the audit office obligation pursuant to Art. 552 § 27 Para. 5 PGR are fulfilled, the foundation council may, at its own discretion, submit a corresponding application to the foundation authority for exemption from the audit office obligation.


Art. 12 Information Disclosure

As long as a controlling body is in place, the Board of Trustees may, at its own discretion and at the written request of a beneficiary, disclose the Articles of Association, including any regulations, as well as the latest report of the controlling body to the beneficiary as far as its rights are concerned. In such cases, the beneficiaries have no further right to information.

The provision of information to third parties or to authorities is excluded, unless there is a legal obligation to provide such information, unless the Board of Trustees considers this to be in the interest of the Foundation or the beneficiaries. 


Art. 13 Liability

Only the Foundation's assets are liable for the Foundation's liabilities to third parties. The Foundation shall indemnify its organs for their activities and all claims arising in connection with these activities.

The founder is not obliged to make additional contributions. Subject to mandatory provisions in law and the articles of association, the liability of the Board of Trustees is excluded.

In particular, the liability of the Board of Trustees, its members and deputies for breaches of duty is limited to intent and gross negligence. In the case of members of the Board of Trustees and their deputies who are active free of charge, liability is also excluded for slight negligence, provided that the creditors of the Foundation are not harmed thereby.

Liability for the actions of third parties vis-à-vis the founder or beneficiary is excluded for the Board of Trustees if the third party was appointed by the founder (or beneficiary) or another organ of the foundation. In particular, the Board of Trustees is not liable in such cases for any loss incurred by the asset management of third parties (including beneficiaries). In all other cases, the Board's liability is limited to the careful selection and supervision of the third party (including beneficiaries) and authorised representative.


Art. 14 Change, conversion and transfer of the assets of the Foundation

The Board of Trustees is authorised to make changes to the Articles of Association (including the purpose of the Foundation, but subject to the preservation of non-profit status in accordance with Art. 107 para. 4a PGR), as well as to the organisation and any regulations of the Foundation, subject to the statutory limits.


Art. 15 Dissolution

In the event of the dissolution or in the event of the discontinuation of tax-privileged purposes, the assets of the Foundation shall pass in their entirety to the University of Zurich, Switzerland, which shall use them directly and exclusively for charitable purposes within the meaning of section 501(c)(3) of the U.S. Internal Revenue Code, or corresponding section of any future U.S. federal tax code in the fields of chemistry and natural sciences and/or scientific research. If at such time the University of Zurich is no longer in existence, the assets of the Foundation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the U.S. Internal Revenue Code, or shall be distributed to a federal, state or local government for a public purpose, provided that in each case, the purpose shall relate to the fields of chemistry and natural sciences and/or scientific research.


Art. 16 Publications

Any announcements made by the Foundation shall be published in at least one of the
Liechtenstein national newspapers.


Art. 17 Legality and reference to the law

All legal relationships of the Foundation are subject exclusively to Liechtenstein law. Should any provision of the Statutes and any regulations be invalid, this shall not affect the legal validity of the Foundation as such, nor the legal validity of the remaining provisions, and such provision shall be replaced by a provision that comes as close as possible to the purpose of the replaced provision. If the Articles of Association and the regulations of the Foundation do not provide for anything, the provisions of the law shall apply to the participants in the Foundation (Art. 552 § 1 - 41
PGR).

Schaan,