April 2024
The Charter of Principles for Patrons¹ presents the set of principles that guide relationships between the Fundação Terra Agora² and its Patrons. It is derived from the Fundação’s statutes³. The Charter of Principles for Patrons should be considered in conjunction with the Fundação’s Statutes, Charter of Principles and Code of Ethics.
This Charter was approved at a Meeting of the Fundação’s Board of Trustees in April 2024 and has been in force since that date. It will be reviewed at most every 5 years, the next review will be by 2028. Any proposals for changes should be sent to the Fundação’s Board of Trustees as soon as same arise.
The procedure to amend the Charter is:
- The Board of Directors consults all the parties, listens to all the Chairpersons of the Governing Bodies, as well as the Patrons and Guardians and collates the proposed changes;
- It drafts a new version and approves it at a Board meeting, submitting the approved version to the Board of Trustees;
- The Board of Trustees gives its approval after negotiating with the Board of Directors, the process being mediated by the respective chairpersons;
- The approved version of the Charter is sent by the Board of Directors to all interested parties and published on the Fundação’s website.
- The Charter of Principles, the Code of Ethics, the Charter of Principles for Patrons and the Charter of Principles for Guardians are 4 documents that form a unit and should be reviewed together.
Fundamental concepts
Patrons are individuals or organisations (‘legal entities’) who make material and immaterial goods available to the Fundação, free of charge, for example, urban or rural buildings, money, shares in companies, works of art, among others.
Donations (or free acquisitions) can be strategic or non-strategic assets — see Article 2 of the Fundação’s statutes⁴.
Contracts
The relationship between Patrons and the Fundação are governed by contracts named ‘Donation Contracts’⁵. Patrons and contracts are public, unless there is a confidentiality clause.
Contracts are concluded at the time of the non-monetary acquisition (‘donation’) of the assets.
Origin of the goods
Patrons have a duty to inform the Fundação of the origin of all assets, ensuring that they are held legally and ethically and do not come from activities that jeopardise the rights of the Earth, Life and Humans (e.g. arms trafficking, ecocide, slavery, human trafficking, animal abuse).
Patrons are also required to make available to the Fundação the history and legacy of each asset — (e.g. historical documentation, former rubbish dump, contamination by dangerous substances, litigation of all kinds, future plans such as building an airport or road, rights agreed with third parties) so that the Fundação can make the decision to accept in full knowledge of all the information and future responsibilities.
All obligations to third parties (e.g. liabilities, exploitation rights) must be declared and be subject to negotiation and included in the Contract.
Application of assets
Patrons have the right to stipulate in the contract with the Fundação their wishes regarding the management of the assets they place at the Fundação’s disposal (e.g. this land is for building a forest, this building is for social innovation, this money is for the normal running of the Fundação). Since this is part of a negotiation process, the Fundação may decline.
The Fundação undertakes to comply with the contracts and to manage the assets in accordance with the principles of ethical finance in the case of non-strategic assets and, in the case of strategic assets, to find Guardians who can enforce the wishes of the Patrons in terms of the Fundação’s statutes.
No return
Once goods have been donated to the Fundação and the contract has been concluded, they cannot be returned to their original owners or any third parties claiming rights over them.
Reciprocity
Patrons are not entitled to any type of reciprocity from the Fundação (aka ‘favours’ or ‘compensation’), other than the conditions agreed to in the Contract.
Donations are given freely and do not compromise the Fundação, beyond what is provided for in the Contract, to any person or family member and friend, as well as any organisation to which it belongs – in the case of legal entities, the persons of the latter.
Governing bodies
The statutes of the Fundação provide for the title of Benefactor Member of the Board of Trustees for Patrons depending on the relevance of the donations made to the Fundação and their formalisation, as well as Honorary Members — see article 9 of the statutes.
Save for the aforesaid, Patrons may not be part of any other governing body of the Fundação, with particular care being taken if they are part of the Guardians — in the case of corporate entities, we refer to people who make up these organisations, in particular shareholders and members of governing bodies — see the Charter of Principles for Guardians.
Representation of the Fundação
Patrons (also) represent the Fundação, are the ambassadors for its purpose and values, and should make sure they are aware of its statutes and associated documents such as the Charter of Principles, the Code of Ethics, this Charter and the Charter of Principles for Guardians.
¹ Hereinafter referred to as the Charter.
² Hereinafter referred to as the Fundação.
³ https://terra-agora.org/wp-content/uploads/2022/02/Estatutos_Fundacao-TerraAgora.pdf
⁴ https://terra-agora.org/wp-content/uploads/2022/02/Estatutos_Fundacao-TerraAgora.pdf
⁵ Hereinafter referred to as Contract.