Law of the Republic of Moldova on Foundations
No 581-XIV of 30.07.99
Monitorul Oficial al R.Moldova No 118-119/556 of 28.10.1999
Chapter IV
Managerial Bodies of Foundation
Article 24. Foundation Board (Board of Directors)
(1) Higher managerial body of a foundation shall represent the Board.
(2) The procedure of assignment and recalling of the members of the Board, their authorities as well as the procedure of the activities of the Board shall be provided by the Articles of a foundation.
(3) First membership of the Board of a foundation shall be assigned by the founder or the executor if the members are not listed by name in the will.
Article 25. Members of Foundation Board
(1) The members of the Foundation Board may be capable persons.
(2) The founders of the Foundation who are physical persons, as well as the directors of the founders who are juridical persons, must not be members of the Board or other bodies of the Foundation.
(3) No less than a half of members of the Foundation Board must be citizens of the Republic of Moldova.
(4) Members of the Government and public servants whose functions include the conduct of the State policy in areas which are of top priority for the Foundation according to its statute must not be members of the Board and other bodies of the Foundation.
(5) Members of the Foundation Board must not be members of other bodies of the Foundation.
(6) The Head of the Foundation shall be appointed in accordance with the procedure envisaged by the Statute of the Foundation.
Article 26. Decisions of the Foundation Board
(1) Decisions of the Foundation Board shall be adopted in accordance with the procedure envisaged by the Statute of the Foundation.
(2) In the event that the Foundation Board discusses a matter related to property or other interests of a Board member or his/her first through third relations at its meeting, this Board member shall not participate in the voting, and the corresponding record shall be entered in the minutes of the meeting. The records of all the cases of adoption decisions in favour of staff-members of the foundation shall also be entered in the minutes.
Article 27. Functions of the Foundation Board
(1) The Foundation Board shall:
- elaborate the strategy of Foundation development;
- approve the budget and its changes, financial reports, and annual reports on Foundation activities;
- manage property (assets) of the Foundation and the procedure of merger with other foundations unless such merger is prohibited by the Foundation statute;
- elect new members of the Foundation Board and adopt decisions on the recall of Foundation Board members;
- establish other bodies of the Foundation;
- direct activities on the enlargement of Foundation property;
- adopt decisions on all the matters of Foundation activities;
- assure observance of the ethic norms of the non-commercial sector by the Foundation.
(2) The Foundation Board shall have the access to all the documents of the Foundation and be entitled to control the accounting and property record-keeping as well as legality of operation execution by the Foundation.
Article 28. Remuneration of Foundation Board Members' Labour
As a rule, Foundation Board members exercise their responsibilities without remuneration, it is only expenses connected with exercising their responsibilities that shall be compensated for.
Article 29. Other Bodies of the Foundation
(1) The Foundation may have a trustee council which controls foundation activities. Public foundations whose property value or assets exceed 1 million leus must have a trustee council. The trustee council shall exercise oversight of the compliance of Foundation activities with the legislation, the Foundation Statute, and ethic norms, as well as oversight of the accounting record-keeping; it shall exercise audit of annual financial reports and annual reports on Foundation activities; it shall point out the defects and suggest the Foundation Board the ways of their elimination; no less than once a year, it shall submit an account of its activities to the Foundation Board. The trustee council shall be entitled to examine documents of the Foundation and call special meetings of its Board. Members of the trustee council shall be entitled to participate in Foundation Board meetings.
(2) The Foundation may also have other bodies exercising executive functions.
(3) The bodies envisaged by points (1) and (2) shall be established by the founders or the Foundation Board. The order of establishment and functions of these bodies are specially envisaged by the Foundation Statute.
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