Terra Agora Foundation Statutes

Article 1

(Legal nature)

The Terra Agora Foundation (hereafter briefly referred to as the “Foundation”) is a private law legal entity, non-profit, operating exclusively in Portugal, continental and islands, being governed by these Statutes and the Portuguese Law.

Article 2

(Objective and Areas of Action)

The Foundation’s objective is to contribute to the protection, conservation, regeneration and governance of Planet Earth, especially its terrestrial part, the common good that the Foundation takes care of, especially seeking:
To act in favor of the protection of Planet Earth in the very long term, promoting the regeneration of ecosystems, the valorization of biodiversity and natural landscapes;
To develop the literacy of Sustainable Life, to raise the awareness of society regarding the challenges of Planet Earth’s sustainability;
To stimulate a regenerative economy that is innovative and ecologically sustainable and that recognizes and values the ecosystems and their biodiversity;
To contribute to the governance of Planet Earth, through responsible human participation, based on ethical values defined in the Code of Ethics and oriented towards scientific knowledge.
In achieving its objective, the Foundation will develop, in particular, the following fields of action that constitute its regular activity:
An area dedicated to the protection and management of strategic assets, including the acquisition/fundraising of strategic assets, the implementation of very long-term projects for these assets and the assistance and support of the Guardians, in accordance with the provisions of paragraphs 3 and 4 of this article;
An area of action dedicated to the activities of education and literacy of terrestrial ecosystems as living systems;
An area dedicated to the communication, organization of events and participation in events allowing the communication of the goals, results and knowledge of the Foundation;
An area of action dedicated to training for generating new public policies, regulations, laws and to disseminate good practices in the fields of the Foundation’s activity.
The Foundation will be able to collect and purchase, free of charge or for a fee, movable and immovable goods, respecting the following principles:
The assets of the Foundation are classified into strategic assets and non-strategic assets:
Strategic assets are the buildings (urban, rural or mixed) for which the Foundation is the owner of the land, and in the case of buildings in horizontal ownership, where the Foundation is the owner of all autonomous fractions;
The non-strategic assets represent the rest of the Foundation’s immovable and movable assets;
The Foundation protects the strategic assets, conserving them over time for future generations, transforming the sale-purchase cycle into a cycle of conservation and regeneration through the realization of regenerative projects, thanks to the action of the Guardians;
The Foundation guarantees a good management of the non-strategic assets with projects or utilisations based on the Sustainable Development Goals of the United Nations;
The non-strategic assets of the Foundation are intended to finance the regular activity of the Foundation, including the funding of studies necessary for:
free or onerous purchase of strategic goods; and
the designing and approving of the Guardians’ projects.
The management of non-strategic assets must take place in accordance with the principles of ethical finance.
The Guardians are legal persons with whom the Foundation concludes contracts in order to implement projects for the conservation and regeneration of strategic assets, as set out in the Guardians’ Charter of Principles, in accordance with paragraph 7 of this article.
The Foundation is an organization independent of political, party, economic, religious, sports and other organizations and interests which are not in accordance with article 1.
The Board of Trustees, upon the proposal of the Board of Administration, approves a Charter of Principles and a Code of Ethics, which include norms and rules of conduct that the members of its bodies undertake to respect and apply.
The Board of Trustees, upon the proposal of the Board of Administration, will approve the Charter of Principles for the Patron and the Charter of Principles of the Guardians, including norms and rules of conduct that must be observed by the persons who establish relations and connections with the Foundation in these capacities and which the members of its bodies undertake to fulfill and apply.

Article 3

(Restrictions)

The following activities are expressly prohibited to the Foundation:

The sponsorship, in any form, of any activities and organizations of a religious, political or party nature, as well as the sponsorship of sports organizations;
The exercise of purely speculative activities, especially of a financial and real estate nature;
The mortgaging or encumbering of any strategic asset;
The taking out of loans that jeopardize strategic assets;
The onerous acquisition of non-strategic real estate or movable assets not intended for regular activity;
Co-ownership of a strategic asset (the Foundation must be the sole owner).

Article 4

(Duration)

The duration of this Foundation shall be indefinite.

Article 5

(Registered Office)

The Registered Office of the Foundation is located at Rua da Escola, 46, Carril, 2300-013 Junceira, União das Freguesias de Serra e Junceira, Tomar District, Portugal.
The Board of Administration will be able to establish offices or other forms of representation, in Portugal or abroad, where it deems necessary or convenient to achieve its purposes.

Article 6

(Patrimony)

The Foundation is established by Ivan Patrick Sellers, Marco Paulo de Abreu, Claudian Dobos, Filipa Antunes Simões Dobos and Tobias Rihs, who are named in these Statutes as Founders.
The Foundation’s assets are made up of:
An initial own capital in the amount of €254,000.00 (two hundred and fifty-four thousand euros) represented by cash credits, brought in by the Founders, as follows:
€1,000.00 (one thousand euros) brought in by Ivan Patrick Sellers;
€1,000.00 (one thousand euros) brought in by Marco Paulo de Abreu;
€1,000.00 (one thousand euros) brought in by Claudian Dobos;
€1,000.00 (one thousand euros) brought in by Filipa Antunes Simões Dobos;
€250,000.00 (two hundred and fifty thousand euros) brought in by Tobias Rihs;
An endowment in kind from the Founder Tobias Rihs with the buildings described in the Annex to this Statute;
Other equipment that can be contracted;
The product, in goods or rights, of any grants, donations, legacies, receipts or transfers gratuitously from any public or private Portuguese or foreign organizations;
All assets, movable or immovable, and the rights that the Foundation can acquire, in any other way, free of charge or onerously; be they strategic or non-strategic assets;
The income resulting from the management of its patrimony, in particular the income of any nature distributed or paid by the companies in which the Foundation participates directly or indirectly;
The income from services provided in the course of its activity.
From all points of view, it is the express desire of the Founders to attribute the nature of the Foundation’s income to the economic benefits mentioned in subparagraphs b) to g) from the previous paragraph, as well as to any other economic benefits obtained by the Foundation, except those related to the initial equity capital referred to in subparagraph a) of the previous paragraph or others that have been specifically attributed to the nature of equity capital.

Article 7

(Investments, Funding and Contributions)

The Foundation, in order to pursue its purposes or achieve a more productive and safer use of its assets and provided it does not jeopardize the absolute protection of the strategic assets, the ultimate value of the Foundation, and in accordance with the rules of ethical finance, may:
Acquire new strategic assets, the main investment of the Foundation;
Alienate and pledge non-strategic assets or rights and undertake obligations in relation to non-strategic assets, as well as to make investments, under the conditions of the law and these Statutes, which do not endanger strategic assets;
To carry out investments, in Portugal or abroad, as well as to negotiate and contract loans, and, for this purpose, to provide any type of guarantees deemed necessary or convenient and in accordance with the restrictions (article 3) provided for in these Statutes;
The Foundation may subcontract its activities to a third party, whether or not it is owned by the Foundation, under a fixed-term contract not exceeding 5 years.
Without prejudice to mandatory legal provisions:
The Foundation cannot accept donations or legacies that are subject to conditions or charges which are contrary to its object, purpose and independence and prove the protection of the strategic assets, the Board of Administration having to take the necessary measures, such as obtaining the approval of the Supervisory Board and the Technical Advisory Council and other appropriate actions;
The Foundation may only accept inheritances for the benefit of inventory.

Article 8

(The bodies of the Foundation)

The statutory bodies of the Foundation are the Board of Trustees, the Supervisory Board, the Board of Administration, the Executive Committee and the Technical Advisory Council.
The mandates of social bodies are fixed, including their renewal. The Board of Trustees, upon the proposal of its President, may decide, exceptionally and with a two-thirds majority, to renew the mandate of a member of one of the social bodies of the Foundation who has reached his/her term, if it is considered that this is the best way to protect the interests of the Foundation.
The members of the social bodies are natural persons, that is, they cannot be legal persons.

Article 9

(Board of Trustees)

The Board of Trustees is made up of:
a minimum of 3 members; and
members belonging to the following categories:
Founders;
Beneficiary Members;
Ordinary members;
Honorary members.
According to item i) of subparagraph b) of paragraph 1 of this article, the persons referred to in paragraph 1 of article 6 are the Founders, who always have the responsibility to exercise the presidency of this body, through a representative designated for this purpose for a mandate of 7 years. It is the President who, through/her his vote, represents the will of the Founders.
In case that the number of the founding members of the Foundation is reduced to less than three, the appointment of the president of the Board of Trustees will be up to the Board itself, by election with a qualified majority of two thirds of its members.
The President of the Board of Trustees will determine the number of regular Members of this Board.
For the purposes of item ii) of subparagraph b) of paragraph 1 of this article, Beneficiary Members are those to whom the Board of Trustees, upon the proposal of its President, decides by majority to assign this quality.
The proposed decision concerning the Beneficiary Members, mentioned at the previous paragraph, is based on the relevance of the donations made to the Foundation, the choice depending on the formalization of the donation, through a written contract concluded with the Foundation which, among other aspects, specifically states the respective amounts, terms and the form of effective execution.
The term of office of each Beneficiary Member is three years and can be renewed, one or more times, for an equal period, upon the proposal of the President of the Board of Trustees and approved by the majority of the members of the Board of Trustees.
The combined votes of the Beneficiary Members cannot exceed one third of the total votes of the Board of Trustees.
For the purposes of item iii) of subparagraph b) of paragraph 1 of this article, the ordinary members of the Board of Trustees are appointed, in the majority, by the Board of Trustees, upon the proposal of its President.
The Ordinary members must be meritorious, prestigious or competent individuals with a proven moral integrity.
The term of service of the Ordinary Members of the Board of Trustees is five years, which can be extended once for an identical period.
For the purpose of item iv) of subparagraph b) of paragraph 1 of this article, the Honorary Members will be elected for life with the majority of the Board of Trustees, upon the proposal of its President, in order to honor personalities, not being entitled to receive subsidies and not having the right to vote.
The Membership of the Board of Trustees ceases:
At the end of the mandate, in the case of Ordinary Members, as well as in the case of Beneficiary Members, who are appointed for a fixed period;
By death or permanent impediment;
By resignation submitted by any member, by means of a letter addressed to the President of the Board of Trustees;
By not giving the donations agreed with the Foundation on time, in the case of the Beneficiary Members;
By exclusion decided by secret vote, with a two-thirds majority of the Members of the Board of Trustees in office, as a result of unworthy behavior, serious misconduct, for non-compliance with the Charter of Principles and the Code of Ethics or for manifesting disinterest in the exercise of their duties, in the case of all categories of members, except the Founders.
The Board of Trustees meets at least four times a year, once every three months and, exceptionally, whenever it is convened by its President, on his own initiative or upon the request of the President of the Board of Administration or the majority of the members of the Board of Trustees; the meetings can take place in person or by any appropriate remote means; The Board of Trustees adopts its resolutions in writing.
The members of the Board of Trustees can be represented in meetings by their President, based on a written notification addressed to him in advance, with the exception of the vote referred to in article 17.
The positions of members of the Board of Trustees are not remunerated, although they are granted attendance subsidies and the inherent expenses are covered, especially those of transport and accommodation, without prejudice to paragraph 12 of this article and in accordance with subparagraph m) of paragraph 1 of article 10.
Unless otherwise stipulated, the decisions of the Board of Trustees are taken by majority vote, with the President having a casting vote in case of a tie.
The Members of the Board of Administration and/or of the Executive Committee, as well as the of the Supervisory Board and the Technical Advisory Council, may participate in the meetings of the Board of Trustees, at the invitation of its President, without having the right to vote.

Article 10

(Powers of the Board of Trustees)

It is up to the Board of Trustees:
To protect the strategic assets, transforming the sale-purchase cycle into a cycle of conservation and regeneration, in close accordance with the donation contracts, to preserve the ultimate value of the Foundation;
To ensure that the guiding principles of the Foundation are maintained and to approve the general guidelines for the operation and pursuit of its purposes;
To appoint, based on the provisions of article 11, paragraph 3, the members of the Board of Administration;
To dismiss the members of the Board of Administration;
To issue a non-binding prior opinion regarding any decision of the Board of Administration on the establishment of guarantees in favor of third parties and/or the encumbrance of any assets of the Foundation, in accordance with article 3;
To issue a non-binding prior opinion regarding any decision of the Board of Administration on the alienation of immovable property and social shares owned by the Foundation, in accordance with article 3;
To issue a non-binding prior opinion regarding the annual budget proposal decided by the Board of Administration in accordance with subparagraph f) of paragraph 3 of article 12;
To issue a non-binding prior opinion regarding the proposals of the Board of Administration, presented in accordance with article 12, paragraph 2, on the adoption and/or modification of any forms of internal organization of the Foundation;
To appoint its own members, in accordance with article 9;
To evaluate and issue a non-binding opinion on the report, balance sheet and accounts of the financial year drawn up by the Executive Committee and approved by the Board of Administration;
To appoint the Supervisory Board, in accordance with the provisions of article 15;
To appoint the Technical Advisory Council, in accordance with the provisions of article 16;
To define the remuneration status of the members of the management, supervisory and technical bodies, as well as the amount of subsidies and allowances for the members of the Board of Trustees, upon the proposal of a remuneration committee made up of three members of the Board of Trustees, one of whom is the respective President, within the limits of the budgets approved by the Board of Administration;
To define guidelines of ethical nature regarding the situations that may occur involving the Foundation, at the proposal of an ethics committee made up of three members of the Board of Trustees;
To issue a non-binding prior opinion regarding any decision of the Board of Administration on the acceptance of donations, grants, legacies or receipts from any entities, in accordance with articles 3 and 7;
To issue a non-binding prior opinion regarding any decision of the Board of Administration on the contracts with the Guardians for the conservation and regeneration projects of strategic assets, in accordance with articles 2, 3 and 7.
The committees/bodies mentioned at subparagraphs m) and n) from the previous paragraph are elected by the Board of Trustees, upon the proposal of its President.

Article 11

(The Board of Administration and its operation)

The Board of Administration shall be composed of an odd number of members, namely 5 (five), 7 (seven) or 9 (nine), one of whom is the President, and of which the Executive Committee forms part, as provided in article 13.
The term of office of the members of the Board of Administration is 5 (five) years and can be renewed up to two times, in accordance with paragraph 2 of article 8.
The President and the rest of the members of the Board of Administration are elected by the Board of Trustees, upon the proposal of its President.
The decisions of the Board of Administration are taken by majority, with the President having the decisive vote in case of a tie.
The Board of Administration meets at least quarterly and every time it is convened:
by its President; or
by two of its members.
The meetings of the Board of Administration may take place in person or by any appropriate remote means; the Board of Administration may also adopt resolutions in writing.
The members of the Board of Administration may be represented in meetings by another member.
The members of the Board of Administration cannot simultaneously be part of other social bodies, with the exception of the Executive Committee, in accordance with article 13, and the Founding Members of the Board of Trustees, in accordance with article 9, paragraphs 2 and 3.

Article 12

(Powers of the Board of Administration)

The President of the Board of Administration is responsible, in particular, for promoting appropriate initiatives for the achievement of the Foundation’s purposes and for protecting its strategic assets.
It is also the responsibility of the Board of Administration, whenever it deems appropriate, to adopt and/or modify any form of internal organization of the Foundation.
The Board of Administration is responsible also for the management of the Foundation’s patrimony, as well as for taking decisions on proposals to change the statute, to transform and to dissolve the Foundation, in accordance with article 17 and, in particular:
To manage the assets of the Foundation, including raising funds and strategic assets, in accordance with the provisions of articles 2, 3 and 7;
To conclude contracts and decide on the termination of the contracts with the Guardians and the respective projects, after the prior approval of the Technical Advisory Council, the Board of Trustees (prior approval is not binding) and/or the Supervisory Board;
To monitor the performance of the Guardians’ projects, promoting due diligence such as environmental, financial or social impact audits;
To discuss and approve the annual program of activities, the budget and the investment plans, subjecting them to the prior, non-binding approval of the Board of Trustees;
To approve the annual activity plans, within three months from the closing date of the exercise, subjecting them to the prior, non-binding approval of the Board of Trustees;
To submit the annual budget to the prior, non-binding opinion of the Board of Trustees, and to approve it by the thirtieth of November of the year preceding the one to which it refers, in accordance with the provisions of subparagraph g) paragraph 1 of article 10;
To approve, after the non-binding prior opinion of the Board of Trustees and the prior approval of the Technical Advisory Council, in the case of strategic assets, any costs, expenses, investments or assignments, of any nature, that are not provided for in the last approved budget;
To discuss and approve the annual balance sheet and accounts, as well as the report of the Executive Committee and the opinion of the Supervisory Board;
To approve the report, the balance sheet and the accounts for the financial year drawn up by the Executive Committee and to present them to the Board of Trustees for a non-binding opinion, within three months from the end of the financial year;
To establish and maintain the internal accounting control systems, so as to reflect precisely and completely at any time, the patrimonial and financial situation of the Foundation;
To decide on the opening of offices or other forms of representation;
After obtaining the prior approval of the Technical Advisory Council, the Board of Trustees (non-binding prior opinion) and/or of the Supervisory Board and taking all other necessary measures, to accept donations, sponsorships, contributions and subsidies for the concrete projects of the Foundation;
To comply with and enforce the Charter of Principles for Patrons and the Charter of Principles for Guardians, ensuring that they are up-to-date and contain the values, codes of conduct, models, rights and obligations of each party;
To authorize the conclusion of protocols or agreements with national, foreign, community or international institutions which promote the Foundation’s objectives, at the proposal of the Executive Committee;
To rule on all aspects submitted for approval by the Executive Committee.
Without prejudice to the preceding paragraphs, the Board of Administration may, upon the proposal of its President, appoint one or more special consultants, for a fixed period that cannot exceed the end of the current mandate, who are specially assigned to it, to provide any support considered necessary, useful or convenient in the exercise of its powers.

Article 13

(The Executive Committee and its operation)

The Executive Committee is part of the Board of Administration and is made up of 3 (three) or 5 (five) members, one of whom is its President.
The Executive Committee is elected by the Board of Administration in the first meeting of the latter that will take place after its election, unless its members have already been expressly designated by the Board of Trustees during the election of the Board of Administration.
The term of office of the members of the Executive Committee coincides with the mandate of the members of the Board of Administration.
If the Board of Trustees or the Board of Administration have not done so in their decisions, the President of the Executive Committee is appointed by the Executive Committee from its members. In the case that the President of the Board of Administration is part of the Executive Committee, he will also be its President.
In general, the Executive Committee is responsible for the day-to-day management of the Foundation and, in particular:
To manage the current activity of the Foundation, in accordance with its Statutes;
To implement the internal organization of the Foundation, according to the general policies established by the Board of Administration, being able to propose to the Board of Administration the creation of new internal organizational structures;
To execute and fulfill the decisions approved by the Board of Administration in the exercise of its powers;
To submit to the assessment of the Board of Administration all the subjects on which it must be decided and to request its extraordinary convocation, every time it deems necessary;
To submit the proposal of the report, the balance sheet and the accounts of the previous year to the assessment of the Board of Administration;
To annually prepare an activity plan and a budget and submit them for approval to the Board of Administration;
To hire, dismiss and direct the staff of the Foundation.
The Executive Committee shall normally meet once a month and, extraordinarily, when convened by its President or two of its members, meetings may take place physically or by any suitable remote means. The Executive Committee adopts decisions in writing.
The decisions of the Executive Committee are taken by a simple majority of its members, and in case of a tie, the President is the one who casts the tie-breaking vote.
The members of the Executive Committee may be represented in meetings by another member.

Article 14

(Representation and Signatory Powers of the Foundation)

The Board of Administration represents the Foundation, in and out of court, with powers of delegation to any of the members of the Board of Administration.
The Foundation is bound by the joint signature of two members of the Executive Committee, one of them being the President of the Executive Committee.
The Board of Administration, as well as the Executive Committee, may appoint proxies and delegate powers to them, in which case the Foundation shall be bound by the joint signature of a member of the Board of Administration and a proxy, under the terms established in the power of attorney.

Article 15

(Fiscal Monitoring)

The fiscal monitoring of the Foundation is done by a Supervisory Board made up of a President, two members and an assistant.
At least one of the members of the Supervisory Board must be a statutory auditor (Revisor Oficial de Contas).
The term of office of the members of the Supervisory Board can be renewed only once, in accordance with paragraph 2 of article 8.
Exercising the position of member of any other body of the Foundation is incompatible with the exercise of the position of member of the Supervisory Board;
The Supervisory Board is appointed by the Board of Trustees, upon the proposal of its President, with mandates for lasting five years.
The Supervisory Board’s responsibilities are:
To examine and issue the annual report on the balance sheet and accounts of the financial year, within thirty days of their approval by the Board of Administration;
To audit the administration of the Foundation;
To monitor the compliance with the legislation in force and the Statutes;
To verify the correctness of the registers, accounting records and supporting documents and, in general, to periodically check the correctness of the accounting records of the Foundation;
To check, whenever it deems necessary and in the way it finds appropriate, the cash balance and the holdings of any kind of assets or valuables belonging to the Foundation or received by it;
To verify the accuracy of the documents presenting the accounts;
To verify if the accounting policies and evaluation criteria adopted by the Foundation lead to a correct evaluation of the assets and of the results;
To convene the Board of Trustees, when the respective President does not do so, although they should;
To monitor the effectiveness of the Foundation’s risk management system, the internal control system and the internal audit system, if applicable, to carry out a risk assessment concerning the strategic assets and the possibility that the Foundation will not be able to fulfill its ultimate value (article 7, paragraph 1);
To receive communications regarding wrongdoings from the Guardians, the Foundation collaborators or other persons;
To contract the services of experts to assist one or more of its members in the performance of their duties, the employment and remuneration of experts taking into account the importance of the matters entrusted to them and the financial situation of the Foundation;
To fulfill the rest of the duties stipulated in the legislation in force or the Statutes;
To participate in the meetings of the Board of Trustees every time it is convened or, in any case, in the meeting organized for the evaluation of the accounts for the financial year;
To prepare, within the period mentioned at subparagraph a) of this paragraph, every year, a report on its activity in general and in relation to its auditing action in particular.
In order to carry out its functions, any member of the Supervisory Board may, together or separately:
Obtain from the Board of Administration, for the purpose of examination and verification the presentation of the records, registers and documents of the Foundation, as well as they can verify the existence of any type of assets, especially money, titles and movable or immovable assets;
Obtain from the Board of Administration or any administrator information or clarifications regarding the conducting of operations or activities of the Foundation or any of its affairs;
Request from third parties having carried out operations on behalf of the Foundation the information they need to adequately clarify those operations, including to the Guardians;
To attend the meetings of the Board of Administration whenever deemed necessary.
The Supervisory Board meets at least once a semester and, exceptionally, every time it is convened by its President or two of its members, the meetings taking place in person or by any appropriate remote means. The Supervisory Board adopts decisions in writing.

Article 16

(Technical Advisory Council and its operation)

The Technical Advisory Council of the Foundation consists of an odd number of members, a President and two to six members.
The term of office of the members of the Technical Advisory Council can be renewed only once, in accordance with paragraph 2 of article 8.
Exercising the position of member of any other body of the Foundation is incompatible with the exercise of the position of member of the Technical Advisory Council.
The Technical Advisory Council is appointed by the Board of Trustees, upon the proposal of its President, with mandates lasting for five years.
The Technical Advisory Council has the following powers:
To issue an annual report for the Board of Trustees, the Board of Administration and the Supervisory Board regarding the activities of the Foundation, in particular regarding the purchase or donation of assets, whether strategic or not, provided that they have an environmental impact and on the mission of the Foundation, as well as on the implementation of the contracts with the Guardians and the monitoring of the Guardians’ projects, until the last day of January of the year following the one for which the report was given;
To investigate and issue reports, upon the request of the Board of Trustees or the Board of Administration, regarding acquisitions or donations of goods, strategic or not, as long as they have an environmental impact and on the Foundation’s mission;
To investigate and issue reports, upon the request of the Board of Trustees or the Board of Administration, regarding the Guardians’ projects, executed on the Foundation’s properties;
To monitor the compliance with the law and statutes, particularly with regard to social and environmental impact;
To make sure that the environmental and sustainability policies and evaluation criteria adopted by the Foundation lead to a correct assessment of the patrimony, results and impact;
To oversee the effectiveness of the project monitoring system; carry out a risk assessment of the strategic assets regarding the possibility that the Foundation will not be able to meet its ultimate objective;
To study and issue opinions, on its own initiative or at the request of the Board of Trustees or the Board of Administration, regarding the areas in the Portuguese territory in which the Foundation recommends intervention and the nature of the projects to be carried out, depending on the interests on very long term of the ecosystems present in the administrative regions of the Portuguese Republic;
To receive communications regarding wrongdoings from the Guardians, the Foundation collaborators or other persons, to evaluate them and to issue recommendations;
To contract the services of experts to assist one or more of its members in the performance of their duties, the employment and remuneration of experts taking into account the importance of the matters entrusted to them and the financial situation of the Foundation, and in accordance with the Board of Administration;
To participate in the meetings of the Board of Trustees or the Board of Administration whenever called for this purpose.
In order to carry out its functions, any member of the Technical Advisory Council may, together or separately:
Obtain from the Board of Administration any information necessary to fulfill its mission, especially minutes and contracts;
Obtain from the Board of Administration or any administrator information or clarifications regarding the conduct of operations or activities of the Foundation or regarding any of its businesses and projects;
Request from third parties who have carried out operations on behalf of the Foundation the information it needs to adequately clarify those operations, including from the Guardians;
To attend the meetings of the Board of Administration when topics related to the request for an opinion are discussed.
The Technical Advisory Council meets at least once a year and, exceptionally, every time it is convened by its President or two of its members, the meetings taking place in person or by any suitable remote means. The Technical Advisory Council adopts decisions in writing.
The remuneration of the Technical Advisory Council is based on opinion and is defined by the Board of Trustees in accordance with article 10 paragraph 1 sub paragraph m), the distribution among members being defined by the committee itself.

Article 17

(Amendment of the Statutes, Transformation, Merger and Dissolution of the Foundation)

The Amendments to these Statutes, the transformation, merger and dissolution of the Foundation can only be decided upon the proposal of the President of the Board of Administration or at least two of its members, subject to approval at a meeting of that Board, in accordance with the following procedure, without violating the legal provisions in force in the matter:
any proposal to amend the Statutes, to transform, merge or dissolve the Foundation must have the prior, non-binding approval of the Founders, the Technical Advisory Council, the Supervisory Board and the Board of Trustees; and
submitted to a vote by the Board of Administration, the proposal in question must receive the favorable vote of all its members in full exercise of their function, minus one, including the favorable vote of the President of the respective Board, in case of a tie.
In the event of the dissolution of the Foundation, the respective patrimony, after liquidation, will have the destination indicated by the Founders, without prejudice to the applicable mandatory legal provisions, the rights and obligations arising from the endowment contracts or the collection of funds of the Foundation, in force on the date of dissolution, as well as the provisions of the following paragraph.
For the purposes of the previous paragraph, the Foundation’s patrimony can be transferred, provided that the protection of strategic assets can be guaranteed, transforming the sale-purchase cycle into a cycle of conservation and regeneration, and protecting the rights of the Guardians, to:
Similar public utility Foundations in Portugal pursuing similar goals to those of the Foundation;
Portuguese State;
Any other public utility entity having purposes of social and environmental interest.

Article 18

(Will of the Founders)

These Statutes fully reflect the will of the Founders and any doubts that may arise regarding its interpretation or application shall be resolved by themselves.

September 2023_Version 1

This English version is provided for information purposes only. The Portuguese version is the legally binding and authoritative text. In the event of any inconsistency, the Portuguese version shall prevail.