The Foundation
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Why?
Ambros Lüthi suddenly passed away in his 70th year. He was working on several projects and had multiple plans. Among others, he intended to write a new edition of his book “A long-term economic perspective under demographic, ecological and technological conditions”, which he had published the first time in 1988.
Ambros Lüthi was a scholar in both natural and social sciences. He was convinced that the current and future problems of our world can be solved only in interdisciplinary collaboration. He developed new perspectives for an economy that behaves in an ethical manner and is aware of the limitations of the world.
With the Ambros Lüthi Foundation the founders pursue the purpose of carrying on this spirit, that means to promote research and teaching in the areas of business and economics from the ecological and ethical perspectives.
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Purpose
The foundation aims to promote scientific research and teaching in the field of economics, with an emphasis on ethical and ecological questions.
It periodically grants prizes to members of universities and universities of applied sciences and arts (“Fachhochschulen”, “Haute Ecoles”) located in Switzerland.
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Board Members
Members of the Board of the Foundation:
- Ruth Lüthi, President
- Erwin Jutzet, Vice-president
- Giovanni Sommaruga, Vice-president
- Dominique Jordan Perrin
- Edy Portmann
- Georges Enderle
- Thomas Hodel
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Statutes
Statutes
of
the Ambros Lüthi Foundation
with seat in Freiburg, Switzerland
Art. 1 Name and Seat
1.1 Under the name « Ambros Lüthi Foundation » a foundation is established according to the Article 80 and following of the Swiss Civil Code.
1.2 The seat is in Freiburg i. Ue. Any change of the seat to another location in Switzerland needs the approval of the supervisory board.
Art. 2 Duration
2.1 The duration of the foundation is indefinite.
Art. 3 Purpose
3.1 The purpose of the foundation is the promotion of research and teaching in the area of economics in relation with ethical and ecological questions.
3.2 The foundation periodically bestows awards for innovative, interdisciplinary dissertations or other final writings in economic sciences at universities, which have been concerned with ethical questions in particular ways. It can provide financial support to projects of investigation.
3.3 The founder reserves the explicit right of changing the purpose under Art. 86a of the Swiss Civil Code.
3.4 The foundation does not pursue any commercial or profit-oriented objective.
Art. 4 Capital of the foundation
4.1 The capital of the foundation amounts to SFR 60,000.00, which were donated by the family and friends of Ambros Lüthi.
4.2 It can be accumulated by further legates and donations in the future.
4.3 In order to achieve the purpose of the foundation, one may also use the capital of the foundation.
4.4 The funds of the foundation have to be administered according to the principles of liquidity, security, profitability and an appropriate distribution of risk.
Art. 5 Organs
5.1 The organs of the foundation are:
- a) the board of the foundation;
- b) the auditor (to the extent that the obligation of auditing is not cancelled by the supervisory board).
Art. 6 Responsibilities of the organs of the foundation
6.1 All persons engaged in the administration, management or auditing of the foundation are responsible for the damage that they cause to the foundation by violating intentionally or negligently their duties.
6.2 If several persons are liable to pay compensation for a damage, each of them is liable in solidarity with the others to the extent that the damage can be directly attributed to this person based on his/her own fault and the circumstances.
Art. 7 The board of the foundation
7.1 The board of the foundation is the top organ of the foundation. It consists of at least three persons in an honorary capacity. Expenses are reimbursed on the basis of actual costs. Additional labor-intensive performances are reasonably compensated in particular cases.
7.2 The board of the foundation elects and constitutes itself. It can appoint a scientific committee for the evaluation of submitted works and projects.
7.3 The term of office of the members of the board of the foundation is four years. After the term expires the members can be elected again. For each term the board of the foundation renews and completes itself by cooptation. In case that during a term the board has less than three members due to resignation or any other reason, it has to complete itself immediately.
7.4 Recall from the board of the foundation is possible for important reasons at any time. An important reason is given in particular when the member in question has violated his/her obligations towards the foundation or is not able any longer to properly execute his/her obligations. The board of the foundation decides on the recall of members of the board with a two/third majority.
7.5 The board of the foundation represents the foundation to the outside, determines the two persons who legally represent the foundation, and arranges this representation in a precise manner.
7.6 The board of the foundation meets at least once a year upon the invitation of the chair or the deputy chair of the board. It has a quorum if the majority of its members are present. If not determined otherwise, it decides with a simple majority. Decisions can also be made by circulation among the members. In case of a tied vote, the chair or deputy chair casts the decisive vote. The board of the foundation keeps its negotiations and decisions on record, which is signed by the chair, the deputy chair or the writer of the minutes.
Voting by delegating the power to vote is not permissible.
In case of a conflict of interest the member of the board of the foundation concerned with has to withdraw. He/she has to leave the meeting during the discussion and the vote on the subject matter.
7.7 The personnel composition of the board of the foundation and the persons with signatory power have to be reported to the office of the register of companies and the supervisory board.
7.8 The board of the foundation deals with the following tasks in particular:
- Establishing the strategy of pursuing the purpose of the foundation;
- Building up the organization required for the pursuit of the purpose of the foundation;
- Appointing the prize winner and choosing the projects to be supported;
- Electing the scientific committee: It consists of 3-5 members. It is appointed for two years. Members of the board of the foundation can also be members of the scientific committee.
- Administrating the funds;
- Electing the auditor;
- Authorizing the proposal;
- Accepting the annual accounts and the activity report.
7.9 The board of the foundation can delegate the following tasks to the scientific committee:
- Evaluation of the submitted projects and works;
- Proposal of the prize winners and the projects to support.
The by-laws regulate the ways of delegation.
Art. 8 By-laws
8.1 The board of the foundation can establish the principles of its activity in one or more by-laws. These, along with possible changes in the future, must be submitted to the supervisory board for (declaratory) authorization.
Art. 9 Annual accounts
9.1 The annual accounts are balanced by 31 December, the first time on 31 December 2013. They include the current account, the balance and the necessary documents. Along with the activity report and the report of the auditor, these documents have to be submitted to the supervisory board within six months since the conclusion of the annual accounts.
Art. 10 Auditing
10.1 The board of the foundation appoints an independent auditor. He/she examines annually the bookkeeping and the financial situation, in particular also whether the funds have been used for the purpose of the foundation.
10.2 The auditor writes a report on the examination results for the board of the foundation.
10.3 In executing the task, he auditor has to inform the board of the foundation about perceived faults. If these faults are not removed within an appropriate period of time, the auditor has to inform the supervisory board.
10.4 The auditor passes on to the supervisory board a copy of the audit report as well as all important communications to the board of the foundation (Art. 83c ZGB).
10.5 The auditor is appointed for four years and can be reappointed.
10.6 The foundation can be exempt from the audit obligation, if the legal prerequisites are met and the respective decision of the supervisory board is available (Art. 83b Abs. 2 ZGB).
Art. 11 Changes of the statutes
11.1 Changes of the organization and the purpose of the foundation as well as insignificant changes of the document of the foundation/statutes are possible under the prerequisites of Article 85, 86 and 86b ZGB.
Art. 12 Abolition of the foundation
12.1 The foundation can be abolished only for the reasons mentioned in the law (Art. 88/89 ZGB) and with the approval of the supervisory board through unanimous decision of the board of the foundation.
12.2 Still available funds go to another legal person that is tax exempt because of its charitable or public purpose and has the same or a similar purpose with seat in Switzerland. A return of the funds of the foundation to the founder(s) or their legal successors is excluded.
12.3 The liquidation is executed by the last board of the foundation.
12.4 The approval of the abolition and liquidation of the foundation is reserved to the supervisory board.
Art. 13 Supervision of the foundation
13.1 The foundation is supervised by the relevant authority under Art. 84 Abs.1 ZGB.
Art. 14 Register of companies
The mentioned foundation is established in the register of companies.
Statutes were accepted at the assembly of the foundation in Freiburg on 26 November 2012.