B-011: the Alduria-Benacia Foundation Act, 1674

[Alduria]

THE ALDURIA-BENACIA FOUNDATION ACT, 1674

An Act to contribute to conducting long-term and comprehensive researches and analysis of Benacian countries and promoting partnership with them in political, economic, cultural, academic and other various areas, by establishing the Alduria-Benacia Foundation.

BE IT ENACTED by the duly elected Parliament of the Republic of Alduria assembled,

Article 1. Citation.

1. This Act may be cited in all purposes as “the Alduria-Benacia Foundation Act, 1674”.
   
2. This Act shall apply to all the Republic of Alduria.
   

Article 2. Definitions.
The term “Benacian countries” used in this Act means countries located in the continent of Benacia and recognized by the Government of the Republic of Alduria.

Article 3. The Alduria-Benacia Foundation.

1. The Alduria-Benacia Foundation (hereinafter referred to as the “Foundation”) shall be a juristic person.
   
2. The Foundation shall be duly formed by completing registration for its incorporation with the proper registry at the seat of its principal office.
   
3. Matters to be included in the registration for incorporation under Section 2 of this Article shall be as follows:
   
   1. Objectives;
      
   2. Title;
      
   3. Principal office;
      
   4. Names and addresses of executive officers;
      
   5. Methods of making public announcement.
      
4. The seat of the principal office of the Foundation shall be determined by the articles of incorporation.
   
5. The Foundation may, if necessary, establish branches in and outside the Republic of Alduria after obtaining approval from the Secretary of State.
   
6. The articles of incorporation of the Foundation shall include the following matters:
   
   1. Objectives;
      
   2. Title;
      
   3. Matters concerning the principal office and branches;
      
   4. Matters concerning business;
      
   5. Matters concerning property and accounting;
      
   6. Matters concerning executive officers and employees;
      
   7. Matters concerning the board of directors;
      
   8. Matters concerning the amendment to the articles of incorporation;
      
   9. Matters concerning public announcement;
      
   10. Matters concerning the enactment, amendment, and repeal of bylaws.
       
7. If the Foundation intends to amend its articles of incorporation, it shall obtain authorization from the Secretary of State in advance.
   
8. The Foundation shall conduct the following business to accomplish the purpose specified in Article 1:
   
   1. Identification of trends in Benacia by country and by region, and research and study on such trends;
      
   2. Education and publicity for increasing mutual understanding with Benacian countries;
      
   3. Support for businesses’ and non-profit organizations’ exchanges and cooperation with Benacian countries;
      
   4. Business which the Government entrusts to the Foundation to achieve the purpose of this Act;
      
   5. Other business necessary to accomplish the purpose referred to in this Article.
      
9. The Foundation shall have not more than five directors, including one chairperson, and one auditor.
   
10. Executive officers, other than the chairperson and the full-time directors prescribed by the articles of incorporation, shall work part-time.
    
11. The chairperson shall be appointed by the President of the Republic of Alduria, on the recommendation of the Secretary of State.
    
12. Directors, except for ex officio directors prescribed by Presidential Decree, shall be appointed by the Secretary of State, on the recommendation of the chairperson. In such cases, at least one person who is knowledgeable and experienced in the affairs regarding exchange and cooperation with Benacian countries shall be included from among those in civic groups, academia, etc.
    
13. The auditor shall be appointed by the Secretary of State.
    
14. The term of office of the chairperson and directors shall be three years and that of the auditor shall be two years. The chairperson, directors, and the auditor may be consecutively reappointed only once.
    
15. None of the following persons shall be an executive officer of the Foundation:
    
    1. A person who is not a national of the Republic of Alduria;
       
    2. A minor;
       
    3. A person under adult guardianship or a person under limited guardianship;
       
    4. A person who was declared bankrupt and has not yet been reinstated;
       
    5. A person who was sentenced to imprisonment without labor or heavier punishment, for whom three years have not elapsed since the execution of such sentence was completed or the exemption from such sentence was made definite;
       
    6. A person whose qualification has been forfeited or suspended by the decision of a court or by any other Act.
       

Article 4. Organization of the Alduria-Benacia Foundation.

1. The chairperson shall represent the Foundation; exercise overall control over the affairs of the Foundation; and direct and supervise employees belonging thereto.
   
2. Full-time directors shall delegate the duties of the Foundation among themselves as prescribed by the articles of incorporation, and, when the chairperson is unable to perform his or her duties due to any unavoidable reason, a full-time director prescribed by the articles of incorporation shall act for the chairperson.
   
3. The auditor shall inspect the affairs and accounts of the Foundation.
   
4. Executive officers (excluding part-time directors and the auditor; hereafter the same shall apply in this Article) and employees of the Foundation shall not engage in any profit-making business other than their duties; and executive officers and employees shall not hold at least two positions concurrently without permission of the Secretary of State and the chairperson, respectively.
   
5. The Foundation shall have the board of directors to deliberate and decide on significant matters concerning its business.
   
6. The board of directors shall be comprised of directors, including the chairperson.
   
7. The chairperson shall convene and preside over meetings of the board of directors.
   
8. The auditor may attend a meeting of the board of directors and state his or her opinion.
   
9. Employees of the Foundation shall be appointed and dismissed by the chairperson, as prescribed by the articles of incorporation.
   
10. The Foundation may, via the Secretary of State, request a government agency or department to dispatch public officials to the Foundation when especially necessary for achieving its objectives. The head of the agency or department in receipt of the request for dispatch may dispatch public officials under his or her control to the Foundation.
    

Article 5. Financial resources of the Alduria-Benacia Foundation.

1. The Foundation shall be operated with the following financial resources:
   
   1. Contributions from the Government budget;
      
   2. Other revenues.
      
2. The Government may grant contributions to the Foundation within budgetary limits to cover the expenses incurred in operating the Foundation.
   
3.  Matters necessary for the granting, use, etc. of contributions under section 2 of this Article shall be prescribed by Presidential Order.
   
4. The business year of the Foundation shall coincide with the fiscal year of the Government.
   
5. The Foundation shall prepare an action plan and a budget bill for each business year as prescribed by Presidential Order; and shall obtain approval thereof from the Secretary of State. The same shall also apply where the Foundation intends to modify such plan and budget bill.
   
6. The Foundation shall prepare a written settlement of accounts concerning revenue and expenditure with regularity (no less than AN yearly and no more than every 5 AN years); and shall submit it to the Secretary of State by no later than the end of the second AN month in the following business year.
   
7. Public or private contributions to the Foundation, from any source, shall not be subject to tax.
   

Article 6. Guidance, Supervision, etc. for Foundation.

1. The Secretary of State shall guide and supervise the Foundation. When personally present at any meeting of the Board of Directors of the Foundation, the Secretary of State or the President of Alduria may exercise the prerogative to preside over the meeting of the Board of Directors.
   
2. The Secretary of State may require the Foundation to report on necessary matters concerning its business, accounting and property; or may authorize public officials under his or her control to inspect the books of account, documents or other articles of the Foundation.
   
3. The Secretary of State may take necessary measures, such as corrective orders, if deemed necessary as a result of the report or inspection under section 2 of this Article.
   
4. Public officials who conduct an inspection pursuant to section 2 of this Article shall carry a certificate or a certified, government-issued, and registered special badge indicating their authority and produce it to interested parties.
   
5. A person who is or was an executive officer or employee of the Foundation shall not divulge any confidential information learned while conducting his or her duties.
   
6. No person, other than the Foundation under this Act, shall use the title “Alduria-Benacia Foundation” or any other title similar thereto.
   
7. Executive officers and employees of the Foundation shall be deemed public officials for the purposes of criminal or corruption laws and regulations.
   

Article 7. Commencement, Severability.

1. This act shall not become law until it has received proper constitutional approval.
   
2. The provisions of this act are severable. If any part of this act is declared invalid or unconstitutional, that declaration shall not affect the part which remains.
   

 

[Alejandro Campos]

Having been approved by Parliament, I hereby sign into law and consent to the
B-011: The Alduria-Benacia Foundation Act, 1674,