Statutes for the Intrasenze Foundation
Established by order of 20 March 2017.
The foundation’s name is Stiftelsen Intrasenze Foundation.
The foundation’s purpose is to, partly through the ownership of Intrasenze AB and partly through contributions and gifts, promote social care and care for people, as well as promote aid activities and people’s security on the individual’s own terms and based on his conditions. The purpose is to, based on a philosophy, person to person, create social benefit for individuals who want to build a safer and more resource-efficient society and, as a catalyst and inspirer, be an active player that enables promoted cooperation between local interests of individuals, households, companies, municipalities , county council, judiciary and organizations both locally, regionally and globally.
The activities that are carried out must be exclusively or almost exclusively run to promote one or more of the public benefit purposes specified in § 2.
The foundation shall conduct its activities with the funds contributed by the founders when the foundation was established and with the additional funds obtained through returns from the foundation’s assets, gifts, contributions and in other ways.
4. The ownership in intrasenze
The foundation must at any time own shares in Intrasenze AB, (Publ), Org no. 559020-2502. Acquisition of shares in Intrasenze AB may take place through the Foundation’s own funds and through loans taken out by the Foundation, provided it does not conflict with the purpose § 2, the rules on operations in § 3 or the rules on the fulfillment of purposes in § 5. The Foundation may not sell shares of share class A in Intrasenze AB, (Publ), Org no. 559020-2502. The foundation must ensure that there are ownership directives drawn up for Intrasenze AB and, where applicable, the companies in which the foundation has/will have majority ownership.
5. Completion of purposes
From its third year of operation, the foundation must use at least 80 percent of its current return on its assets to fulfill (satisfy) one or more of the public purposes specified in § 2. During the first two years of operation, the foundation must use at least 60 percent of its ongoing return on their assets to fulfill (satisfy) one or more of the aforementioned purposes. Of the part of the return not used in this way (during the first two years or from the third year) a maximum of 50% shall be used to pay a reasonable fee to the ordinary board members (see this § 5) to be distributed equally between them while the remaining part, which will constitute at least 50% of this part, must be funded. Other board members must receive remuneration according to agreement with the foundation.
This fee must be taken from the part of the return that is used for board fees.
The foundation can make grants both on its own initiative and after application in accordance with the rules that the board establishes in accordance with the foundation’s purposes and activities.
If the business so requires, the board may decide, after the establishment of an investment committee, to let a certain part of the Foundation’s operations be transferred to one or more limited companies that will constitute subsidiaries of the Foundation. The board must thereby ensure that the Foundation always has a controlling influence over the company. The foundation can transfer a certain part of the property to a subsidiary company.
The foundation’s board of directors shall have its seat in Mora.
7. Board of Directors
The foundation’s affairs are managed by a board with three to seven regular members and has the right to appoint up to five additional members who are selected annually for their unique expertise that the board deems necessary from time to time. The first board, consisting of seven ordinary members, is appointed by the founders. The term of office for each board member is three years. Board member can be re-elected. The nomination committee consists of the three to seven ordinary members. For the election of a board member, unanimity is required.
An increase or decrease in the number of members/deputies according to the statutes with accompanying personal selection is decided by the board as appropriate. In the event of the resignation of a member/deputy, a successor is appointed by the board. All members must participate in the respective decision-making process and the decision must be unanimous. If agreement on the personal matter cannot be reached, a successor must be appointed by the supervisory authority.
The board is responsible for the Foundation’s organization and management of the Foundation’s affairs. The board must ensure that the organization regarding accounting and fund management also includes satisfactory control. The board may appoint committees for special tasks.
The first chairman of the board shall be appointed by the founders. If the chairman dies, is subject to a business ban, is declared bankrupt, trustees according to ch. 11. Section 7 of the parents’ code appointed for himself or for another reason resigns from the board or wishes to resign as chairman, the board appoints another chairman from within. The board may appoint one or more vice-chairmen.
The chairman is responsible for holding board meetings when necessary. The board is convened at the request of a board member.
At the meetings of the board, minutes must be taken which are signed by the chairman and the member appointed by the board. The board member has the right to have a dissenting opinion recorded in the minutes. The minutes must be kept in numerical order and stored in a safe manner.
The board is quorate when more than half of the three to seven regular members are present, except in matters of new members and changes to the statutes that require unanimity.
The board’s decision applies to the sentence for which more than half of those present vote or, in the event of an equal number of votes, the sentence to which the chairman contributes.
The board represents the foundation and signs its signature. The board can authorize one or more board members or others to represent the foundation and sign its signature.
8. Fiscal year and annual report
The foundation’s financial year is a calendar year. For each financial year, the board must submit an annual report, including at least an administration report, profit and loss account and balance sheet.
The board’s administration must be audited by an authorized auditor who must submit a report on his audit annually. The auditor and any deputy for him are appointed by the board.
The foundation must be under supervision according to the current law on foundations.
11. Amendment of the Bylaws
Regarding changes to or departures from regulations in these statutes or the foundation ordinance, the rules in the Foundation Act (1994:1220) apply. Changes or departures that are possible to make according to the rules in the foundation act can only be made by unanimous decision of the board.