Public Deed Number sixty three (63) Constitution and Rules of the Los Ninos Del Rey (FUNREY) Foundation. In this city of Managua at three o'clock of the afternoon on the twentieth day of January of the year two thousand three. Before me, Marlon Omar Brenes Vivas, Lawyer and Notary Public of the Republic of Nicaragua with home and residence in this city, authorized by the High Court and Supreme Justice a register of deeds for a period of five years that ends on the sixteenth day of September of the year two thousand six, all the following persons.

Change above dates and change to Bro. Pacheco, lawyer

************ List of members of Board of Directors

1. ERICK GARCIA, Married, doctor, XXXXXX,

2. JUAN QUINTERO

3. ROBERTO QUINTERO

4. RACHEL ABURTO

5.CESAR AUGUSTO HERNANDEZ RODRIGUEZ

6. JUAN MANUEL CALERO FITORIA

7. THIS DIRECTOR DETERMINED BY 100% AGREEMENT BY THE ABOVE DIRECTORS

 

Founding Officers:

President: Erick Garcia, M.D.

Vice-President: Cesar Hernandez

Treasurer: Juan Calero

Secretary: Rachel Aburto

Directors at Large: Juan Quintero, Roberto Molina, ????

 

 

Honorary Directors

 

Nora of San Marcos

Miriam Alvarez, M.D. of Jinotepe

 

This is example of the person legal description:

 

CESAR AUGUSTO HERNANDEZ RODRIGUEZ, Married, Evangelistic missionary, certificate of citizenship identity number 001-280560-0056V and of this domicile.

 

JUAN MANUEL CALERO FITORIA, Married, Preacher, certificate of citizenship identity number XXXXXXX with domicile in the city of Jinotepe, Municipality of Jinotepe, department of Carazo and transit for this city.

*************************************************************

 

All adults to whom, I, the authorized Notary, give public credence of personally knowing them and who have, in my judgment, the legal capacity to arrange and obligate especially for the realization of this act in which they attend on their own name and interest. The ones present speak and jointly say:

 

Heretoforth unless otherwise stated the designations “ Foundation ” shall refer to the foundation being hereto established as Los Ninos Del Rey , Jinotepe, Nicaragua and the designation “ Corporation ” shall refer to The Children of the King, Inc. a non-profit corporation with headquarters in the State of Oklahoma, United States of America, established in Duncan, Oklahoma on September 11, 2002.

 

FIRST: Of common accord in an act of authentic liberty in public way in effect constituted a Foundation of civil nature without monetary gain of community development, of social character, humanitarian democratic participation without orientation of character, political or partisan, all with conformity with our Political Constitution and Law number One Hundred Forty Seven(147) “General Law Over Legal Advisors without Lucrative End.” Once the required Law is fulfilled the foundation shall enjoy lawful ownership which permits it to acquire rights and incur obligations with arrangement to the bases and stipulations that the following express.

 

SECOND: (Naming, Domicile, Duration). The Foundation shall be named “Funacion Los Niños Del Rey” it shall also be known as “Funrey”, names by which it shall be known by the general public, the same by any legitimate activity, programs and any projects that develop either name can be used. The Foundation Domicile shall be in the Jinotepe municipality, department of Carazo and finally for the development of goals, plans and programs by establishing delegations, subsidiary offices or branches anywhere in the National Territory and outside of the National Territory if necessary. The Foundation shall be of indefinite duration and its function shall be ruled as established in the Statutes and interior Regulations.

 

THIRD : The Foundations goal is to “Promote a service with a Christian view on social activities for the benefit of the town and its inhabitants given priority to the areas most vulnerable and be protective of it, concentrating in this manner to God's work”. From this perspective the Foundation has the following objectives: a) Support homeless children; b) To labor and offer support to teens in situations of neglect; c) To implement and support programs in health matters toward communities in need; d) To initiate primary education for disadvantaged children; e) To implement and promote cultural programs mainly for children and teens; g) To coordinate directly and permanently with the Corporation of The Children of the King Inc. with headquarters in the State of Oklahoma, United States of America and to obtain material and economic support to realize the Foundation plans and programs; and h) To maintain good relations with all the public and private entities in Nicaragua which promote the same objectives as the Foundation to coordinate actions and efforts.

 

FOURTH : The initial contribution to the Corporation of the Foundation is form by the Corporation of The Children of the King Inc., with headquarters in the State of Oklahoma , United States of America which donated the initial funds of thirty five thousand one hundred sixty net Cordobas 35,160.00. It also conforms to the Foundation's corporate assets, a) The ordinary and extraordinary contribution of each and all of the members, b) The aid and donations received coming from governmental organizations, non -governmental of law enforcement collective and individual may it be national or international, c) The goods obtained from any legal means, d) The inheritance and bequests received, e) All the goods furniture and furnishings, bank accounts and all the property registered under the Foundations name. These corporate assets are exclusively to carry out ends and objectives for which the Foundation was created and should be regulated by the Statutes and internal Rules and Manuals especially approved for that purpose. This Corporation can not be used for personal gain, all should be executed through the plans authorized by the Board of Directors or the General Assembly previously received and approved by the Corporation The Children of the King Inc. with headquarters in the State of Oklahoma, United States of America.

 

FIFTH : Members of management and administration. The members of management and administration of the Foundation are: The General Assembly and the Board of Directors.

 

THE GENERAL ASSEMBLY : Is the Foundations' highest authority, composed of all the enrolled members, directors and honoraries. The General Assembly ordinary meetings shall be any time as needed, and can be called by the Board of Directors or a written request by half of its members. The legal quorum of the ordinary and extraordinary meetings of the General Assembly is composed by the attendance of half of its members plus one and the decisions with the vote in favor of the half plus one of the members present in the respective meeting, unless the decisions with the law of the matter or the Foundation Status demand a different vote. The General Assembly is in charge of seeing that the Foundation functions properly in accordance with goals of the same; it guarantees the material assets, financial, scientific, and cultural of the Foundation. The founding members as well as the non-founders shall have equal rights of voice and vote in the General Assembly decisions. At the proposal of the Board of Directors, The Foundation can enlarge its membership with the joining of new members by election, by one hundred per cent (100%) vote of the Foundations members.

 

THE BOARD OF DIRECTORS : The management and administration in meetings of the General Assembly as well as the Foundations Administration shall be in charge of The Board of Directors. The Board of Directors shall be composed of: 1. President; 2. Vice-president; 3. Secretary; 4. Treasurer; 5. Directors at large, 6. Honorary Directors. The Board of Directors shall have larger power of administration and execution that correspond to a general mandate (deleted “without restriction') . The Board of Directors shall meet routinely quarterly (every 3 months) and extraordinarily when the President or the Board of Directors deem convenient. The invitations to the meetings shall be in writing by mail or electronic mail . For a quorum in a Board of Directors meeting the agreement of a simple majority of directors is necessary; for the accord and validity of the resolutions the vote of a simple majority directors is necessary. In case of a tie the President shall have the decisive vote .

 

SIXTH: (Members and Books) The Foundation recognizes three types of members: Directors, Members and Honoraries. The status defines each type. After obtaining legal status, the following books shall be maintained by the Secretary: 1) a book of the minutes of the General Assembly and the Board of Directors meetings; 2) book of accounting of the Foundation and 3) membership book. The Foundation members for the election of its directors and for any other resolution each one has the right of one vote, and a majority vote shall decide. All action taken by the General Assembly in legal form shall be obligatory for all members, including the dissidents and the absentees as established by a majority vote submission.

 

SEVENTH: (Dissolution and Liquidation) Even though the Foundation's duration is indefinite, it can be dissolved for A) by having been cancelled by the Judicial Entity in agreement with causes taken in Law No. 147; B) By a majority decision of the Corporation “The Children of the King, Inc.” A notarized document signed by the current president and secretary of the Corporation “The Children of the King, Inc.” a ffirming a majority vote by same shall be presented to the Judicial Entity in Nicaragua and the president of the Board of Directors. Having made the decision of the Dissolution and Liquidation of the Foundation, the Corporation “The Children of the King, Inc.” shall name and form a Board of Liquidation which shall be constituted in the following manner: A) The President of “The Children of the King, Inc.” shall preside over and direct the Liquidation Board. The Liquidation Board shall a) Fulfill pending obligations; b) Pay all debts; c) Terminate all credits and; d) Make a general audit. Once the liquidation process had been completed, the liquidating board shall present a final report to the Corporation, “The Children of the King, Inc. Any goods, assets and funds resulting from the liquidation shall be given to the Corporation, “The Children of the King, Inc.”

 

EIGHTH: (LEGAL REPRESENTATION) Without harm to the authority given to the Board of Directors the legal representation, Judicial and extra judicial of the Foundation is the responsibility of the president of the same or director that according to the status shall be a substitute. The Foundation's president or its substitute shall have the capacity given by the Board of Directors through the respective power provisional Board of Directors. The grant in this act proceed to appoint the members to make up the provisional Board of Directors in the following manner: 1) President: DR. ERICK GARCIA 2) Vice-president: CESAR AUGUSTO HERNANDEZ RODRIGUEZ; 3) Secretary: RACHEL ABURTO 4) Treasurer: JUAN MANUEL CALERO; 5) Director-at-Large: JUAN QUINTERO 6) Director-at-Large: ROBERTO MOLINA 7) Director-at-Large: ???????? according with the General Laws expressed at the beginning of this public document accept the responsibilities of their respective positions at the same time they authorize president of the foundation Doctor Erick Garcia to present it before the National Assembly a final dispositions.

 

NINTH: In all of that that has not previously said and regulated in the present constitutional act it will apply to the pertinent dispositions of the General Law that regulates the common rights that are applicable by custom that ultimately result in meeting the final objectives of the foundation. The Foundation of Los Ninos del Rey , shall maintain friendly relations and cooperate with other national or foreign entities public or private, that have similar objectives to theirs. The Board of Directors of the Foundation, Los Ninos del Rey (FUNREY) shall routinely report to and maintain friendly relations with the Corporation, The Children of the King, Inc.,

 

Present were: Aracely de los Angeles Jimenez de Calero, Eveling Garcia, Rachel Aburto, Jorge Alberto Guillen Granera, Cesar Augusto Hernandez Rodriguez, Juan Manuel Calero Fitoria, Juan Quintero, Roberto Molina, and ????????? and Kent Thomas King, M.D. . They convened this extraordinary meeting of the General Assembly to be familiar with and approve the status of the Foundation. The member unanimously approve: FIRST: President at the meeting Erick Garcia president of the provisional Board of Directors; acting as secretary Rachel Aburto, secretary of the provisional Board of Directors. SECOND: The President will declare the meeting open and expresses the same objectives the approval of the state. THIRD: The secretary gave a talk in general terms of the statues, later gave an analysis of the same article by article and the amendments that they consider necessary and convenient that were approved unanimously as the statues of the Foundation, the following: STATUTE OF THE FOUNDATION LOS NIÑOS DEL REY, (FUNREY).

 

CHAPTER ONE: DENOMINATION, NATURE, DURATION AND ADDRESS:

 

ARTICLE 1: The Foundation is named FOUNDATION LOS NIÑOS DEL REY (FUNREY), names which shall be known by the general public. The same names can be used interchangeably for all legitimate projects, programs, developing projects. The same is true in a civil nature not for profit, community development, social character, humanitarian and democratic activities, without political or party orientation. Even though the internal group of the organization is autonomous and will regulate itself by the rules established in the constitution, the present statue, the internal laws, the agreements and amended resolutions of the General Assembly and the Board of Directors, according to the rules of the matter.

ARTICLE 2: The duration of the Foundation will be indefinite.

 

ARTICLE 3: The Foundation has its address in the city of Jinotepe , department of Carazo, but for the development of its goals objective plans and programs, it will be able to establish delegations affiliated offices or subsidiaries in whatever place inside or outside of the National Territory if necessary.

 

CHAPTER TWO: GOALS AND OBJECTIVES

 

ARTICLE 1: The Foundation has as a goal “to promote, under a Christian service perspective, social works that benefits the community with preference to the disadvantaged making in this way the work of God. From this perspective the Foundation has the following objectives: a) to support disadvantaged children between the ages of birth to legal age; b) To aid disadvantaged senior citizens; c) to initiate health programs in the poorest communities; d) to initiate education programs for the disadvantaged; e) to initiate and promote cultural programs for children and adolescents; f) initiate and promote sporting activities; g) Following the procedures and directives of the Corporation “The Children of the King, Inc.” and having the same objectives; h) maintain good relations with all private and public entities in Nicaragua that promote the same objectives as the Foundation.

ARTICLE 2: To bring to fruition these goals and objectives the Foundation will be able to work in cooperation with and in contract with civil and judicial entities, buy and donate in whatever form furniture and furnishings, open checking accounts and make transactions with commercial entities when not contrary to the law and statues of the Foundation. It will be able to take advantage of any legal means verbal, media or any other means as long as it is not illegal and is in accord with the non-profit status of this entity.

 

CHAPTER THREE: MEMBERS RIGHTS AND DUTIES

 

ARTICLE 1: Anyone who meets the following requirements can become a Foundation member: a) to accept in its totality and without reservation the objectives and goals of the Foundation; b) to accept and carry out its statues and rules; c) to apply in writing to the Board of Directors; d) having been admitted by the General Assembly as proposed by the Board of Directors; e) demonstrated an interest and desire in participating in the activities of the Foundation; f) be known for high ethics and morals; g) be an adult and be a law abiding citizen. The General Assembly will approve new membership to the Foundation with a one hundred percent (100%) vote of the existing members. The Board of Directors will present proposed new members in the General Assembly accompanied by a report that be favorable or disfavorable.

 

ARITCLE 2: The Foundation recognizes three types of members: Founding members, honorary members and affiliate members. All the people are founding members that endorsed the constitution of the Foundation, whose general laws were established in the same. The people are affiliated member that fulfill the requirements to that end, were admitted by the General Assembly by the Board of Directors. The founding and affiliated members will be considered full members with the voice and vote with distinction to their rights and obligations except those expressly written in the present statue. Honorary members are those natural or legal persons without being part of the Foundation, presenting their services collaborating in the development of their goals and objectives or are distinguished by relevant merits; such quality will be awarded by solemn act by resolution of the General Assembly. By the same manner such quality shall be removed. Honorary members are not subject to the disposition of the present statue except in set goal and objectives, without a doubt they will be able to participate by voice in the General Assemblies regular and special meetings. The Foundation will be able to award those members who distinguish themselves by relevant merits, the nomination of the Honorary Director of the Foundation. Those that will participate with rights to speak and to vote in the same activities and meetings. In all cases, the Board of Directors will study and approve candidates for affiliated or honorary members, before their proposal to the General Assembly.

 

ARTICLE 3: The members of the Foundation have the following rights: 1) To participate with voice and vote in a meeting and activities of the Foundation and make use of the services rendered; 2) To present related initiatives with the goals and objectives; 3) To elect and be elected for offices and administration of the Foundation and other offices; 4) To present proposals to the General Assembly perform and modification of the statue; 5) To retire voluntarily from the Foundation; 6) To be familiar with related information, the plan, financial situation of the Foundation; 7) To be familiar and to create rules about the completion of the Foundation objectives such as the financial status and how to complete projects; 8) To be heard by the General Assembly and Board of Directors and their development and function of the Foundation until a resolution has been made; 9) To make proposals and initiatives on whatever instants of the Foundation; 10) Participate systematically in internal and external activities; 11) Denounce any irregularities; 12) Enjoy the benefits of the social and economic projects, legal benefits, health awareness, nutrition, culture and recreation that the Foundation promotes; 13) Whatever other are written in the Constitution or present statues.

 

ARTICLE 4: The members of the Foundation have the following obligations: a) Comply with the present statue and laws of the Foundation; b) Punctually attend the meetings and activities of the Foundation; c) Be watchful for the effective completion of objectives of the Foundation; d) Respect, defend and complete the decisions that the General Assembly takes; e) Deliberately complete the charges and commissions that are assigned under the direction of the Foundation; f) Maintain and promote mutual respect in the Foundation; g) Dissolve the existence of the Foundation, its nature goals and objectives, as in its projects; h) Give your note in decision made by the General Assembly; i) Support economically in kind or materially for the sustenance of the Foundation; j) The honorary member ought to honor the said agreements; k) Commit yourself and do what is necessary to complete the goals and objectives; l) Always cooperate with the Board of Directors in fulfilling the goals and objectives of the Foundation; m) Render the information that is required under the auspices of the Foundation; n) Any other the constitution or statues says.

 

ARITCLE 5: The members can lose their positions for the following reasons: 1) Death; 2) Loss of position for conduct or attitude contrary to the principles and objectives of the Foundation or that hurt their activities. It will be decided by the General Assembly previously informed by the Board of Directors; 3) For written resignation given to the Board of Directors; 4) For lack of interest and participation in the activities of the Foundation that will be decided by the Board of Directors according to the rules; 5) For law violation and; 6) For doing what does not comply with the Statute. The General Assembly will know beforehand the cases proposed by the Board of Directors and will declare their removal. According to the General Assembly there is no recourse.

 

CHAPTER FOUR: INSTRUMENTS OF DIRECTION AND ADMINISTRATION.

 

ARITCLE 1: The Foundations highest authorities are: 1) The General Assembly; and 2) The Board of Directors.

 

CHAPTER FIVE: OF THE GENERAL ASSEMBLY

 

ARITCLE 1: The General Assembly is made of the members of the Foundation. They all will have equal rights and obligations with voice and vote in the decisions of the said Foundation. The General Assembly is the highest body of the Foundation and adopts among other things the definitive decisions of the Foundation, programs and projects, financial status, propositions, rules, reports, election of members to the Board of Directors, approval of the annual work of the Foundation, acceptance and exclusion of members. It will have regular and special meetings.

 

ARTICLE 2: The regular meeting of the General Assembly will be called by the Board of Directors annually in the month of July after sending out written notice of at least five days.

 

ARTICLE 3: The special meetings of the General Assembly will be held at times of great importance. It will be called by the Board of Directors or half plus one of the Foundation members. The request will be presented before the president of the Foundation accompanied with a detailed agenda of the issues they want to discuss. On the special meetings of the General Assembly they can only discuss the issues that motivated the meeting.

 

ARITCLE 4: The Board of Directors is the only body that can call regular or special meetings of the General Assembly. The meetings will be arranged personally, verbally or in writing at least five days in advance by the secretary. In the said meeting notice it will announce the place, date and time of the meeting along with the agenda to be discussed.

 

ARTICLE 5: The legal quorum of the regular and special meetings of the General Assembly consist of the presence of one-half plus one of the Foundation members except for those meetings of the statute of the law in which a legal quorum exist. In cases where there is not a legal quorum established the General Assembly will be able to meet the second time s even days later. If in this new meeting there is not quorum the General Assembly will be able to meet one hour later with the members present.

 

 

ARTICLE 6: The vote of the General Assembly will be direct and public. Each member and director will have the right of one vote. In the case of regular and special meetings, the decisions of the General Assembly are made by the favorable vote of half plus one of the members present at the said meeting, except for those decisions that the present statute or law requires a different vote. The deliberation, resolution and agreements made in the General Assembly will be noted in the minutes of the meetings of the General Assembly enumerated and recorded in the book of minutes by the secretary of the Board of Directors or his/her designate.

ARTICLE 7: All agreements made by the assembly will be legally binding for all members even though they were absent or dissident. A meeting of the General Assembly may be held, with or without written notification if when one hundred percent (100%) of the members of the General Assembly are present. The members with just cause who cannot attend the regularly scheduled General Assembly meetings will be able by writing to delegate their representation and vote to another member (proxy).

 

ARITCLE 8: The General Assembly implements the highest political decisions and strategies of the Foundation combined with the effective accomplishments of their objectives and goals, and has the following attributes: a) To be watchful for the correct application of the statute rules, dispositions, agreements and resolutions or the Foundation; b) Guarantees the effective accomplishment of the objectives and goals of the Foundation; c) Defines and approves the lines of work, politics and strategies of the Foundation; d) Approve the general budget of the Foundation; e) Define and approve the annual plans work of the Foundation; f) Oversee the activities of the Foundation and form job assignments in agreement with the needs of said activities; g) Approve and oversee their annual accounting and fiscal reports that the Board of Directors present; h) Deliberate and resolve the general interest of the Foundation; i) Authorize the affiliation of the new members of the Foundation, at the suggestion of the Board of Directors; j) Decide over the sanction or exclusion of members of the Foundation at the request of the Board of Directors; k) Know the members that were renounced by writing or in public form; l) Be familiar with and approve or disapprove reports presented by the Board of Directors;

(((NOTE letters adjusted from here to end. ))))

m) Resolve the acquisitions and disposal of goods and furnishings and over the contracts that involve and that contribute to the completion of the objectives of the Foundation; n) Authorize the payment of financial or similar institutions, emit values and guaranties in the name of the Foundation; o) Elect among yourselves from the members the Board of Director when it corresponds a regular or special meeting. p) Agree and approve the total reform of the statute; q) Suggest to resolve or liquidate the Foundation to the Corporation “The Children of the King, Inc.” r) Make a special commission to oversee when a lot of cases are damaging to the goals and objectives of the Foundation; s) To award the category of honorary member to Past Presidents of the Foundation; t) The constitution and the present rules award the duties of them of the highest authority.

 

CHAPTER SIX: THE BOARD OF DIRECTORS

 

ARTICLE 1: The management among the meetings of the General Assembly, like the administration of the Foundation, will be in charge of the Board of Directors that will be made of: 1) a president; 2) vice-president; 3) secretary; 4) treasurer; and three directors at large. The Board of Directors will have the power of administration and disposition that corresponds to a general mandate. The Board of Directors will have a term of two years and its members will be able to be re-elected for consecutive terms by the General Assembly with a favorable vote of sixty percent (60%) of its members AND the approval of the Corporation, “The Children of the King, Inc.”

 

ARTICLE 2: The members of the Board of Directors will continue their function until such time as it is no longer effective and through the corresponding process. In the case of one, various or all the members of the Board of Directors terminate their position before they finish their term of office, there immediately will be an election to fill the vacancies in the General Assembly.

 

ARTICLE 3: The members that make up the Board of Directors will be able to renounce their duties. Also they will be removed from their duties at any time by the General Assembly for the following causes: a) for unjustified absence of three consecutive meetings of the Board of Directors; b) for not completing the agreements and resolutions in the Board of Directors as in the General Assembly; c) for the bad issue of resources and terms of the Foundation or negligence shown in the administration of the same; d) for having a public life in direct contradiction in morals and order. e) or by removal by the Corporation, “The Children of the King, Inc.” with or without cause.

 

ARTICLE 4: The petition of removal of director will be presented by two members of the foundation in writing with the reason that motivated said petition before the secretary of the Board of Directors. Upon receipt of this petition of the removal, the said director or directors will have an oral intervention to address the allegation. In case of a reply will have a right to a second intervention. Once this is concluded the secretary will submit a vote to the General Assembly about the petition for removal that will be approved with the affirmative vote of half plus one of the members, founders and affiliates present at said meeting.

 

ARTICLE 5: The Board of Directors will meet no less than every quarter (3 months) and special meetings when the president or the Board of Directors deems it convenient. So that there will be a quorum at the meetings of the Board of Directors it will be necessary that a simple majority of directors be in agreement; for the validation of the resolutions and agreements will be necessary to have a simple majority of directors voting favorable. In case of a tie the president makes the deciding vote.

 

ARTICLE 6: These are attributes of the Board of Director's duties: 1) To promote the completion of the goals and objectives of the Foundation; 2) exercise the supervision and executive direction of the Foundation; 3) complete the constitution dispositions those of the present statute like the agreements and resolutions made for the General Assembly like by the Board of Directors; 4) Revise and make coherency to the objectives of the Foundation; 5) Protect the well-being of the assets and funds of the Foundation; 6) propose to the General Assembly plans of development of the foundation keeping rigid for their actualization and continuation; 7) elaborate the Annual Plan of Activities of the Foundation for its approval by the General Assembly; 8) Elaborate the annual budget of the Foundation for its presentation to the General Assembly; 9) take and consolidate the most important motions submitted subsequently to the approval of the General Assembly; 10) select and approve projects subject to financial approval by the Foundation; 11) organize any sessions of the General Assembly; 12) set up regular meetings every thirty days and special meetings when necessary; 13) prepare the annual report of the activities and financial status of the Foundation that will be presented to the General Assembly; 14) decide the contract of technical accessories; 15) make a proposal of the internal rules of the Foundation for its approval by the General Assembly; 16) create rules of the organization and its functions; 17) integrate special committees of work with members of the Foundation an create personal contracts; **

 

DELETE #18 ????? set up a quota of special contribution to the members of the Foundation ????);

 

18) contract for external auditors; 19) list each position's powers; 20) propose to the General Assembly the list of proposed affiliated new members; 21) maintain good relations with all national and foreign organizations goods of interest to the objectives of the Foundation; 22) designate the persons that ought to act as delegates of the Foundation before other organizations and institutions; 23) all the attributions that are said expressly in the constitution and the present statute and those not expressly attributed to another authority and by its nature corresponds to the Board of Directors.

 

ARTICLE 7: The deliberation, resolution and agreements made to the Board of Directors will be noted in the minutes of the meetings of the Board of Directors, enumerated in succession and by each section. At their meetings they will be able to invite people that have specific duties of the Foundation and those that require information.

 

CHAPTER SEVEN: DUTIES OF THE BOARD OF DIRECTORS

 

ARTICLE 1: (Of the President) The President of the Board of Directors will be legal representative of the General Assembly and the Foundation. The capacity the Board of Directors gives him alone with the respective power. In carrying out its duties, he shall only with the authority of the General Assembly, assume obligations or commitments that imply disposition or disposal of the corporate assets of the Foundation. The President of the Board of Directors shall have the following authority: 1) exercise the legal and additional judicial activities of the Foundation and all public and private acts and before wherever authority, person or entity; being able to bestow special judicial powers; 2) to be delegate of the attributes of the power and the capacities of the Board of Directors; 3) preside over the sessions of the Board of Directors and the General Assembly, regular or special sections; 4) formulate with the secretary the agenda of the sessions of the Board of Directors and of the General Assembly endorse with their signatures the minutes of the meetings of the Board of Directors and the General Assembly as to direct and supervise the organization of the Foundation; 6) propose to the Board of Directors the integration of commission and delegation of the Foundation; 7) name in consultation with the Board of Directors the administrative and executive personnel of the Foundation; 8) in coordination with the treasurer emit checks designated to finance projects; 9) direct the Foundation in agreement with the established policies of the General Assembly and the resolutions of the Board of Directors; 10) to complete all the agreements emanating from the General Assembly and Board of Directors; 11) to name in consultation with the Board of Directors who should represent the Foundation in the administrative aspect; 12) to subscribe agreements or contracts of the Foundation; 13) authorize in conjunction with the treasurer of the Board of Directors, according to its rules, the expenses and outlay according to the General Assembly and Board of Directors; and; 15) the other attributions assigned by the Board of Directors and the General Assembly.

 

ARTICLE 2: The president of the Board shall distribute furniture and furnishings of the same with the authorization of the General Assembly. Its economic decisions will be based on the proposed monthly expenditures set out by the Board of Directors of the Foundation, revised and approved by the corporation the Children of the King, Inc. The major expenses of two hundred and fifty dollars of the United States of America (US$250.00) or its equivalent in Cordoba 's that does not reflect in the budget, they will need the approval of the Board of Directors of the Foundation. Expenses exceeding (US $1,000.00) will need the approval of the Corporation, “The Children of the King, Inc.” .

 

ARTICLE 2: (Of the Vice-president) These are the attributes of the vice-president of the Board of Directors: 1) Substitute for the President in cases of temporary absence or definitive resignation or by delegation of these with all the attributes that the statute gives; 2) Collaborate with the President in the carrying out of his functions; 3) Represent the Foundation in those activities for which he was delegated by the President; and; 4) Other designations according to the Board of Directors.

 

ARTICLE 3: (Of the Secretary) These are the attributes of the secretary: 1) Certify the agreements and official resolutions of the Foundation; 2) Record minutes of the meetings of the Board of Directors and of the General Assembly, once approved by the majority of its members; 3) Set meetings of the General Assembly and Board of Directors, as indicated by the Board of Directors; 4) To guard and organize the archives of the Board of Directors and the General Assembly; 5) To guard the stamp of the Foundation; 6) To take control of the carrying out of the agreements and resolutions emanating from the Board of Directors meetings and of the General Assembly; 7) Be the instrument of communication between the Board of Directors and the General Assembly; 8) To take control of the book of the minutes of the General Assembly and the Board of Directors; 9) Take charge of the book of the members of the Foundation; 10) Take charge of the minutes of the meetings of the Board of Directors and the General Assembly; 11) To release all types of certifications about the content of the books in their custody; and 12) The other attributions assigned by the General Assembly or the Board of Directors. 13) Submit a record of the minutes of each meeting of the Board of Directors or General Assembly to the Corporation, “The Children of the King, Inc.” within 30 days of all meetings.

 

ARTICLE 4: (Of the Treasurer) The attributes of the Treasurer shall be the direct management of the finances of the Foundation and include the following: 1) Supervise and inform the bank (financial institution) and the budget of the Foundation; 2) Supervise the accounting system; 3) Authorize and sign in conjunction with the President, the emission of checks for the execution of projects and operating expenses; 4) Render bills (receipts) to the Board of Directors and the General Assembly when they require it; 5) Formulate the budget as requested by the Board of Directors; 6) Promote/obtain material resources necessary for the completion of the goals and objectives of the Foundation; 7) Sign with the President the documents of financial character; 8) Make decisions in conjunction with the President over economic business and financial institutions of the Foundation; 9) Have control of the inventory of the furniture and other furnishings of the Foundation; 10) Make and present to the Board of Directors and the General Assembly the financial tri-monthly and six month reports; and annually present it to the Minister of Government; 11) Draw up a plan for the monthly, tri-monthly or annual financial matters as any other type of expenses are required by the Foundation and the Board of Directors; and 12) The rest of the attributions assigned by the Board of Directors or General Assembly. 13) Submit quarterly financial reports to the Corporation, “The Children of the King, Inc.” .

 

 

CHAPTER EIGHT: INITIAL ASSETS OF THE FOUNDATION

 

ARTICLE 1. The Corporation, The Children of the King, Inc. has contributed and initial amount of THIRTY FIVE THOUSAND ONE HUNDRED SIXTY CORDOBAS (C$35,160.00) for establishment of the Foundation, Los Ninos Del Rey.

 

ARTICLE 2: Also as part of the assets of the Foundation: a) Ordinary and special contributions of all and each of one of its members; b) Donations and help received from government agencies, non-governmental agencies from officials, individually, collectively, nationals or foreigners; c) The assets acquired by any legal means; d) Inheritance and bequests that are received; e) All the assets the furniture and furnishings, bank accounts and other valuables that are registered under the name of the Foundation.

 

ARTICLE 3: These assets will be designated exclusively for the goals and objectives for which the Foundation was created and will be regulated by means of the stated, the internal rules and specific approved manuals for that affect. These assets cannot serve for personal gain all should be carried out and authorized by the General Assembly previously reviewed and approved by the Corporation, The Children of the King, Inc. with headquarters in the State of Oklahoma , United States of America .

 

ARTICLE 4: Also assets of the Foundation are the cultural heritage and technology any of the assets accumulated during its existence. The Board of Directors responsible for the care, protection and maintenance of the good state of the Foundation.

 

ARTICLE 5: The Foundation will practice general checks and balances conforming with the fiscal calendar. They will present them at the General Assembly for discussion and approval.

 

NOTE- Is this necessary? There is no administrador of the foundation, only an administrador of the children's home?

ARTICLE 6: (Of the Administrador of the children's home) In all that is relavent to the administration, the children's home is subject to the stipulated laws of Nicaragua. In matters of accountability, audits and financial registers, apart from the stipulated law and the present statute, it will govern itself by the practices and normal, conventional acceptable accounting. The duties of the Administrator of the Foundation are the following: a) Administrate the Foundation of conformity with the policy of this; b) organize in consultation with the Board of Directors, the departments and programs that contribute to the achievement of the plans of the Foundation; c) present initiatives to the Board of Directors and on their behalf to the General Assembly; d) present a quarterly report of activities to the Board of Directors, which shall include the use and availability of funds, options, teams and personnel under their responsibility; e) coordinate the execution of the programs and activities of the General Assembly and Board of Directors; f) name and cancel in agreement to the stipulations by the President and the Board of Directors to the employees of the Foundation, of their programs, offices, and departments as in the bindings of the attributions and salaries and report to the respect of the Board of Directors; g) make the budgets of the manual of administrative functions of the foundation; and h ) other duties as assigned by the constitution, the law, the statute, the General Assembly and the Board of Directors.

 

ARTICLE 7: The foundation will not be mandated before the courts of justice by any of its members for motives of liquidation or disolution neither for interpretation and application of the disposition of the written constitution and the present statutes.

 

ARTICLE 8: The disagreements and controversies that evolve by such motives, or the doubts that are given will be resolved without subsequent options (recourse) by a simple majority of the members of the Foundation designated unanimously by the Board of Directors, who by simple majority vote will resolve to respect after hearing the disagreeing parts and which resolution is of obigatory character and not subject to appeal.

 

CHAPTER TEN: FINAL DISPOSITIONS.

 

ARTICLE 1: They will be subject to special meetings of the General Assembly the following: 1) partial or total reform of the statute; 2) the affiliation of the Foundation to a primary or secondary organization; 3) the disolution and liquidation of the Foundation.

 

ARTICLE 2: (Additional Regimenes) In all these that have not been expressed previously and regulated in the constitution, the present statute, the rules and said resolutions by the General Assembly, will be applied the General Law of information, the pertinent dispositions of common rights, or better by custom, to the end that they complete the primary goals of the Foundation.

 

ARTICLE 3: It authorizes the General Assembly to regulate the present statute; while the law/rule does not exist, the Board of Directors will be able to make decisions in a justified manner on the frame (basis) of the present statute.

 

ARTICLE 4: In unanimous form the court appearances agree that this first Board of Directors will occupy its charges/duties for an excpetional time of 2 years. The next Board of Directors will comply with the rules mandated in the present statute.

 

ARTICLE 5: The present statute is obligatory for today in the interval scope of the law, but in as much as respective relations and activities to the third, will have validity from the date of its publication in the official Daily Gazette. From this form remains approved the statute of the FOUNDATION OF LOS NINOS DEL REY (FUNREY). In this act and once approved the statute of the Foundation by unanimous decision of the once appearing and by its unconditional and decided support in the work that has been carried out in the Foundation, they name Dr. KENT THOMAS KING with the distinction of the Honorary President. The same and by unanimous decision they designate Brother JUAN MANUEL CALERO FITORIA, for an indefinite time, the duties of Administrator of the Children's Home, Los Ninos del Rey. So they expressed the court appearances of whom I, the notary, instructed and made known about the value, objective, scope (of the law) and legal importance of this act, the general clauses that assure its validity, of the specialties that contain and that involve resignations and explicit and implicit stipulations and of those that have been made concrete. Also I advise them of the necessity of inscribing this testimony before the authorities of the Minister of Government once having obtained the Judicial Representation on the part of the National Assembly. I read the present Public Writings to the ones appearing who find them in compliance, approve, ratify in all and each of its parts without making any modification and in agreement signed before me, the notary, I who give public faith of all previously related.