STATUTES

I Name, registered office and purpose

Art. 1
Under the name Gentiana Schools Nairobi exists an association according to 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 students with learning difficulties from the poorest families 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 as well as collective members.

III Means

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

IV Liability

Art. 5
For the liabilities of the association, only the assets of the association are liable.

V Organization

Art. 6
The organs of the association are:

• The General Assembly
• The Board
• The auditors

Art. 7
The supreme body is the General Meeting. It takes place once a year.
The invitation shall be issued in writing, stating the agenda items, no later than 20
Days in advance.
Motions may be submitted to the Board of Directors up to 14 days before the General Meeting.
An Extraordinary General Meeting may be convened at any time by at least
30 members or requested in writing by the Board of Directors. It must take place within three months.
Any duly convened and conducted General Meeting of Shareholders
has a quorum. It decides by a simple majority of the members present.
Members.

Art. 8
The General Assembly 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 shall consist of an auditor; he/she shall audit the
Annual Statement. The auditors shall report annually to the General Meeting.

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

• 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’ as well as the
‘GPS SCHOOL POLICY’ are open to members for inspection at any time.

Art. 13
In the event of the dissolution of the Förderverein, the General Assembly shall determine
a non-profit organization with similar objectives, to which any assets are 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 held in Winterthur on February 20, 2018 and are valid with
entered into force on this date.