Articles of Association of Global Flying Hospitals (Macau) Association

CHAPTER I

General provisions

Article 1

(Name and Nature of the Organization)

  1. The Organization takes the name of “Global Flying Hospitals (Macau) Association”, in chinese, “全球飛行醫院（澳門）協會”, hereinafter referred to as “GFH Macau” or “Association”.
  2. The Association is a non-profit legal entity organized under the laws of Macau Special Administrative Region (“MSAR”).

Article 2

(Registered office and duration)

  1. The principal registered office of the Association is located in Macau, at Avenida da Praia Grande, 730-804, China Plaza, 7th Floor E, which may be changed to another location upon the resolution of the Board of Directors.
  2. Branches or other forms of representation of the Association may be set up and closed – whether in MSAR, or in any other place in the People’s Republic of China or overseas.
  3. The Association is incorporated for unlimited time period.

Article 3

(Object)

The GFH Macau is formed for the purpose of engaging as a non-profit humanitarian medical organization, which operational application is as the Logistics Resource and helpmate to the world’s humanitarian medical charities. This entails providing high-tech flying hospitals and medical field clinics, to enable these host charities to provide preventative and urgent medical care to suffering people in developing nations worldwide. These resources extend the reach and results of these charities, so they can treat more patients and gain improved results. Equipment, supplies and medical missions will be also offered throughout China, upon invitations.

CHAPTER II

Membership

Article 4

(Types of members)

  1. The Association is composed of active members and honorary members.
  2. Active membership is divided into two categories: founding and regular.
  3. Founding members are the signatories of the deeds of incorporation of GFH Macau.
  4. Regular members are persons who meet the requirements specified in GFH Macau’s bylaws and policies established by the relevant decision-making bodies in accordance with the law, and admitted as such by the Board of Directors upon 2 founding members’ proposal.
  5. Honorary members are persons who are appointed by the General Assembly upon proposal from the Board of Directors.

Article 5

(Rights and duties of the Active Members)

  1. Active members shall enjoy the following rights:
  2. a) To attend and vote at General Assembly;
  3. b) To elect and be elected for office in the Governance Bodies of the Association;
  4. c) To participate in all membership activities; and
  5. d) To enjoy any other rights granted by the Association bylaws or any resolution duly passed by the General Assembly or by the Board of Directors;
  6. Active members shall assume the following obligations:
  7. a) To comply with the bylaws and resolutions duly passed by the General Assembly and Board of Directors;
  8. b) To contribute to achievement of the Association’s purposes and protect the name and reputation of the Association; and
  9. d) To perform any other duties established by the law, Association bylaws or any resolution duly passed by the General Assembly or by the Board of Directors.

Article 6

(Honorary members)

Members with honorific title are not required to submit written application and are not held liable for any action, whether financial or legal, of or pertaining to the Association. On such occasions as Board of Directors deem suitable, honorary members may be entitled to voice, but no vote, in official acts of the Association.

Article 7

(Termination of membership)

Membership in the Association terminates:

  1. a) Upon the member’s request; or
  2. b) By the resolution duly passed in the General Assembly on the proposal of the Board of Directors, in accordance with applicable laws and regulations.

CHAPTER III

Governance Bodies

SECTION I

General Assembly

Article 8

(Constitution)

The General Assembly is formed of all active members.

Article 9

(Powers)

  1. The General Assembly is empowered to:
  2. a) Elect and remove the members of the organs of governance bodies;
  3. b) Grant the honorary membership;
  4. c) Approve the reports, financial statements and budgets submitted by the Board of Directors;
  5. d) Approve the reports from the Supervisory Board;
  6. e) Approve revisions to the Articles of Association;
  7. f) Resolve on dissolution of the Association; and
  8. g) Exercise any other powers granted by the law and Articles of Association.

Article 10

(Meetings)

  1. The General Assembly meets once per year in Ordinary Session to be held in the first quarter.
  2. Extraordinary Sessions may be scheduled when convened by the Board of Directors or one-fifth of the active members or whenever the Supervisory Board so request.

Article 11

(Notice of General Assembly)

The General Assembly is convened by the Board of Directors via registered mail, delivered with a minimum of eight days in advance, indicating date, hour and place for the meeting and its agenda. The notice will be signed by the Chairperson or two Directors on behalf of the Board of Directors.

Article 12

(Quorum and resolutions)

  1. The General Assembly can only resolve with attendance of, at least, half of its active members, on first call.
  2. On a second call, the Assembly is deemed validly constituted regardless the number of members present or represented.
  3. One member may represent another member by means of a written communication addressed to the President of the Board of Directors.
  4. Resolutions of the General Assembly are passed by a simple majority of the votes unless otherwise specified by the law.

SECTION II

Board of Directors

Article 13

(Constitution)

  1. The Board of Directors comprises a maximum of five directors and two substitutes, all elected by the General Assembly.
  2. The Board of Directors elects, among its members, the chairperson and vice-chairperson.

Article 14

(Term of Office)

  1. The Directors remain in office for a term of three years, eligible for re-election.

Article 15

(Removal from Office)

A Director shall cease to hold office and his/her name shall be removed from the register of Directors on cause of any one of the following:

  1. a) Death;
  2. b) Resignation by notice in writing addressed to the Chairperson of the Board of Directors;
  3. c) Unsoundness of mind;
  4. d) Conduct unbecoming the image or ideals of the Association;
  5. e) Indictment or conviction of any criminal offense; or
  6. f) Declaration or adjudication of bankruptcy.

Article 16

(Powers)

  1. The Board of Directors retains all powers for management of the Association, including but not limited to:
  2. a) Implementation of resolutions duly passed by the General Assembly;
  3. b) Submission to the General Assembly of annual reports, financial statements and budgets;
  4. c) Definition of internal regulations;
  5. d) Admission and exclusion of members;
  6. e) Representation of the Association in court or elsewhere; and
  7. f) Exercising any other powers granted by applicable law, bylaws of the Association and resolutions duly passed by the General Assembly.
  8. The Board of Directors may delegate its powers as it specifically resolves, indicating the delegated powers and respective term.

Article 17

(Meetings and resolutions)

  1. The Board of Directors holds Ordinary sessions bimonthly and Extraordinary Sessions whenever convened by its Chairperson.
  2. These meetings may be held in or out of MSAR, by audio or video conference.
  3. May a Director give a written proxy to another Director to attend the meeting and vote on his/her behalf.
  4. The resolutions and decisions of the Board of Directors are taken by a simple majority of the Directors votes, presents or represented, having the Chairperson of the Board of Directors, or whoever substitutes him/her, a casting vote.

Article 18

(Binding form)

  1. The Association is legally bound by:
  2. a) Signature of the Chairperson of the Board of Directors;
  3. b) Joint signature of any two Directors; or
  4. c) Signature of one or more attorneys according to the precise terms of the mandate from the Board of Directors.

For the day-to-day operation, the signature of one Director or attorney will suffice.

SECTION IV

Supervisory Board

Article 19

(Constitution)

  1. The Supervisory Board consists of three members of whom one shall be the President and another a substitute, all elected by the General Assembly.
  2. The General Assembly may choose the Sole Supervisor system.
  3. One of the members of the Supervisory Board will be an auditor or an audit firm. The Sole Supervisor must be an auditor or an audit firm.

Article 20

(Powers)

  1. In addition to what is provided by law and bylaws of the Association, the Supervisory Board shall, in particular:
  2. a) Supervise the financial management of the Board of Directors;
  3. b) Examine the accounts and account books of the Association; and
  4. c) Provide written opinion on Board of Directors annual reports to the General Assembly.
  5. The Supervisory Board may request the Board of Directors to provide all such means and information deemed necessary or convenient by the Supervisory Board to perform its duties, in particular pertaining to the annual report and financial statements.

Article 21

(Meetings)

The Supervisory Board meets once per year in Ordinary Session and will hold extraordinary meetings when called by its President or, whenever requested to do so, by the Board of Directors.

Article 22

(Term of Office)

The rules set for the Directors shall apply, mutatis mutandi, to the members of the Supervisory Board.

CHAPTER IV

Financial resource

Article 23

(Principles on management and use of assets)

  1. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in article 3 hereof.
  2. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this Association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Association.

 

Macau, 02 December 2009 — O Notário, Luís Filipe Oliveira.


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