STATUTES

I Name, registered office and purpose

Art. 1
An association exists under the name Gentiana Schools Nairobi in accordance with Art. 60 ff
ZGB with its registered office in 9100 Herisau. It is politically and denominationally neutral.

Art.2
The purpose of the association is to promote the education and training of pupils from the poorest families with learning difficulties through the following projects of the non-governmental organization Gentiana Development Network,
Nairobi, Kenya (GDN):

• Gentiana Primary School Nairobi (GPS)
• Gentiana Technical College (GTC)
• Education and training opportunities through individual scholarship and
  support programs
• Social services in the interest of students

II Membership

Art. 3
The association consists of individual members and collective members.

III Means

Art. 4
The funds of the association consist of membership fees, donations, contributions from sponsors and donations of any kind.
The amount of the annual membership fee is determined by the individual members themselves.

IV Liability

Art. 5
The Association’s liabilities shall be covered solely by its assets.

V Organization

Art. 6
The bodies of the Association are

• The General Assembly
• The Board
• The auditors

Art. 7
The supreme body is the General Meeting of Shareholders. It takes place once a year.
The invitation is issued in writing, stating the agenda items, at least 20
days in advance.
Motions can be submitted to the Board of Directors up to 14 days before the General Meeting.
An Extraordinary General Meeting can be requested in writing at any time by at least
30 members or by the Board of Directors. It must be held within three months.
Every properly convened and conducted General Meeting
has a quorum. It passes resolutions by a simple majority of the
members present.

Art. 8
The General Meeting has the following powers:

• 1
  Approval of the minutes of the last general meeting
• 2
  Approval of the annual report of the Board of Directors
• 3
  Acceptance of the annual financial statements and audit report
• 4
  Approval of the budget
• 5
  Election of the members of the Board of Directors, the President and the Auditors
• 6
  Dealing with motions of the board of directors and/or the members
• 7
  Amendments to the Articles of Association
• 8
  Dissolution of the association

Art. 9
Each member has one vote.

Art. 10
The auditors consist of one auditor; he/she audits the
annual financial statements. The auditors shall report annually to the General Meeting.

Art. 11
The Board of Directors consists of at least three members and constitutes itself
; it has the following powers:

• 1
  It regulates the authority to sign.
• 2
  He represents the association externally and conducts the current business.
• 3
  It prepares the annual report and the budget.
• 4
  He is responsible for the bookkeeping and cash management.
• 5
  It controls the use of the funds made available to the GDN for its projects. For this purpose, he is given insight into the accounting of the GDN.
• 6
  He/she may designate a representative to verify on-site the GDN’s account and the operation of the GPS and GTC, as well as the operation of all ancillary services.
• 7
  It regulates the modalities of the relationship with the GDN in a Memorandum of Understanding.
• 8
  In the event of changes in the purpose and/or ownership of GDN projects, the Board of Directors shall safeguard the interests of the Association.

VI Final provisions

Art. 12
The ‘Constitution of the GENTIANA DEVELOPMENT NETWORK’ and the
‘GPS SCHOOL POLICY’ are available for inspection by members at any time.

Art. 13
In the event of the dissolution of the Association, the General Assembly
shall designate a non-profit organization with similar objectives to which any assets shall be transferred after deduction of all obligations.

Art. 14
These amendments to the Articles of Association of July 21, 2005 were adopted by the General Meeting of Shareholders on February 20, 2018 in Winterthur and entered into force on
this date.