Section I
Definition – Object – Domicile – Duration
Article 1:
1There is a non-profit foundation, governed by the present bylaws and Article 80 of the Swiss Civil Code and the relevant Articles thereunder, under the name of Foundation – International Financial Risk Institute (IFRI) (hereafter "the Foundation").
2The Foundation – International Financial Risk Institute (IFRI) is placed under the supervision of the competent Swiss Authority.
Article 2:
1The objectives of the Foundation – International Financial Risk Institute (IFRI) shall be to promote:
I) Training & education,
II) Theoretical & applied research,
III) Information, and
IV) General services
on an international scale, in the fields of international financial markets (especially capital, eurex and money markets), derivative financial instruments (options and futures) and commodity markets and in all directly or indirectly related fields.
2The particular objectives of the Foundation – International Financial Risk Institute (IFRI) shall be to:
1. promote discussion and research on the underlying principles of financial risk management;
2. encourage enhanced risk management practice through the sharing of ideas and experiences amongst risk management professionals; and
3. promote enhanced communication about and understanding of financial risk management principles and practices to all interested parties.
Article 3:
The Foundations' domicile is in Geneva, Switzerland.
Article 4:
The Foundation shall remain in operation indefinitely.
Section II:
Capital Assets and Funding Sources
Article 5:
1The Foundation was established with a capital endowment of five thousand Swiss Franks (SFr. 5000.--).
2The Foundation shall be funded from the following sources:
a) Annual contributions, which will be fixed every year by the Foundation Board according to the internal guidelines of the organization;
b) Donations or legacies;
c) Revenues and fees received as a result of organizing seminars, training courses, research activities, and from any other activities within the scope of the Foundation;
d) Grants or subsidies from Swiss Cantonal or Federal authorities; and
e) Sponsorship.
Section III:
Organisation
Article 6:
1The governing and administrative body of the Foundation shall be: The Foundation Board.
2The reflection and research body of the Foundation shall be: The Advisory Board.
A) The Foundation Board
Article 7:
1The Foundation Board constitutes itself.
2Companies shall be represented in Foundation Board meetings by a person holding individual signing authority.
3Individuals who are members of the Foundation Board can be represented in the Foundation Board meetings by other individuals holding a written power of attorney (proxy).
4The Foundation Board shall select from among its members a Chairman, a Deputy Chairman and a Company Secretary.
5The Foundation Board may decide on admissions into the Foundation Board by a two-thirds majority vote of the members present.
6The Foundation Board may exclude any of its members by a two-thirds majority vote of the members present without having to provide justification.
Article 8:
1The Foundation Board shall be the supreme and only governing body of the Foundation.
2It shall possess the highest and most extensive authority concerning the administration of the Foundation.
3At the Annual Board Meeting, the Foundation Board shall provide the bylaws and internal guidelines necessary for the administration and management of the Foundation, as noted below.
4The Foundation Board shall be empowered to make any subsequent modification to these bylaws and internal guidelines.
5The Foundation Board shall establish an annual management report.
6The Foundation Board shall designate persons having the authority to commit the Foundation and determine the type of signing authority.
Article 9:
1The Foundation Board shall meet as often as is required by the Foundation and not less than once per year.
2A meeting of the Foundation Board shall be convened by written notification from the Chairman of the Foundation Board. A meeting of the Foundation Board may also be convened by written request of three of its members, addressed to the secretariat of the Foundation.
3The Foundation Board shall be empowered to act by means of circulating a proxy letter in which every Board Members gives his or her written consent to a proposition.
Article 10:
1The Foundation Board shall be empowered to act only when a majority of its members are in attendance at the meeting or represented by an authorized person. Decisions of the Foundation board shall have the approval of a simple majority vote of the members present or represented by an authorized person or by proxy. The exceptions to the simple majority vote are the admission of a members and exclusion of a member without justification, which takes a two-thirds majority vote of the members present (see Article 7 paragraph 5 and 6, above).
2n the event of a tie, the Chairman of the Foundation board shall cast the deciding vote.
3Deliberations of the Foundation Board and decisions taken by circulating a proxy letter will be recorded in the annual management report and in the Minutes, the latter of which are duly signed by the Chairman of the Foundation Board.
B) The Advisory Board
Article 11:
1The Advisory Board shall be initially established of persons having served as members of the Foundation board until and including the 2013 General Assembly and not being part of the Foundation Board after 2013 General Assembly.
2Companies shall be represented in Advisory Board meetings by a person holding individual signing authority.
3Individuals who are members of the Advisory Board can be represented in the Advisory Board meetings by other individuals holding a written power of attorney (proxy).
4The Advisory Board has no rights and duties in governance and administration of the Foundation.
5A meeting of the Adivosry Board shall be convened by notification from the Chairmanof the Foundation Board.
6Members of the Advisory Board shall possess the right to propose meetings and projects to the Foundation Board.
Article 12:
1The Foundation Board shall decide by a simple majority vote of the members present on an admission to the Adivosry Board.
2The Foundation Board may exclude any members of the Advisory Board by a simple majority vote of the members without having to provide justification.
Section IV:
Statutory Auditors
Article 13:
The financial records of the Foundation shall be audited annually by an auditor appointed each year by the Foundation Board.
Article 14:
Each year the statutory auditors shall present the results of their audit in a written report to the Foundation Board and this report shall be forwarded to the Supervisory Authority.
Article 15:
1The fiscal year of the Foundation shall commence on the first day of January and shall terminate on the thirty-first day of December of the same year.
2A balance sheet and profit and loss statement for the Foundation shall be prepared as of the thirty-first day of December of each fiscal year.
Section V:
Dissolution and Liquidation
Article 16:
1In the event that the Foundation shall be unable to continue its activities, the Foundation Board shall notify the Supervisory Authority of the situation of the Foundation.
2The Foundation may be dissolved in accordance with Articles 88 and 89 of the Swiss Civil Code. The Foundation Board shall carry out the liquidation unless it designates another party to act as the liquidator.
3In no case shall the assets of the Foundation become property of the Founding Members, nor be used in any way for the profit of the Founding Members, but shall be donated to another institution pursuing the same objective as the Foundation.
4The dissolution of the Foundation, to any degree, and particularly to the point of the liquidation, shall only be carried out with the consent of the Supervisory Authority, the decision of which must be based on a written report justifying any such action.