Note: This resolution explains the rights of users of the Pecunix system in part only. In
order to understand the full rights of Pecunix users, this document should be studied in
conjunction with the Pecunix User Agreement.
RESOLUTION OF THE COUNCIL OF THE PECUNIX GOLD FOUNDATION
1. THE FOUNDATION COUNCIL
The Foundation Council is the highest body of the PECUNIX GOLD FOUNDATION (here
onwards "The Foundation") and will be formed by three members. Each
member of the Council shall be a corporate entity or Partnership.
b. The election of a replacement for a member of The
Foundation Council shall require the unanimous decision of the remaining
members of the Council. If no members of The Foundation Council exist, or the
remaining members are disabled, the right to appoint new members for The
Foundation Council shall be exercised by the Registered Agent of The
Foundation.
c. Membership of The Foundation Council is for an indefinite period.
d. Any member of The Foundation Council may resign by written letter of
resignation. Letters of resignation shall be available for inspection by the
beneficiaries of The Foundation.
e. The Foundation Council may not delegate to one or any of its members, or to a
third party, its powers to issue resolutions of The Foundation, or its Powers
of Administration and representation of The Foundation for specific actions.
f. No member of The Foundation Council is empowered to sign on behalf of The
Foundation in an individual capacity. All capacity to order and dispose shall
require the unanimous written approval of all members of The Foundation
Council. All acts and orders of the Council shall be in accordance with valid
Resolution of the Council.
g. The Foundation Council resolutions shall be valid if all members have been duly
summoned and if all of the same are present. The resolutions of The Foundation
Council shall be adopted only by unanimous decision of all members.
h. The resolutions of The Foundation Council shall be recorded in minutes and all
members of the Council shall sign these resolutions. All current valid
resolutions of The Foundation Council shall be available for inspection by the
beneficiaries of The Foundation.
The Foundation Council shall meet in any place designated by The Foundation Council.
Resolutions of The Foundation Council may also be adopted by circular or
electronic mail, in which case they shall be electronically signed by all
members of the Council.
j. It is expressly provided that the members of The Foundation Council are neither
owners, nor creditors of The Foundation, and as such have no claim on any part
of the patrimony of The Foundation. Assets of The Foundation may not be
attached for any debt or default incurred by a member of The Foundation Council.
k. It is expressly provided that membership of The Foundation Council does not
imply any ownership, affiliation, business relationship or any other connection
to any third party, including but not limited to the Founder (PECUNIX
INCORPORATED) or other members of The Foundation Council.
l. The members of The Foundation Council will be:
PECUNIX INCORPORATED
BDO Vanuatu
THE ANGLO FAR-EAST BULLION COMPANY
2: DOMICILE
a. The domicile of The Foundation is, Via Cincuentenario, Edificio Bay, Suite 13
Panama, Republic of Panama. By means of a resolution of The Foundation Council, the domicile of The
Foundation may be moved, at any moment, to another place in Panama or abroad.
b. All judicial relations resulting from the formation and existence of The
Foundation shall be subject to the law in force, in the place of its domicile.
The Foundation shall have its judicial forum in the Courts of its domicile. In
the event that the domicile is transferred to another jurisdiction, The
Foundation shall continue to submit to the provisions of the Law of Foundations
of Private Interest of the Republic of Panama, insofar as in the new domicile
there are no strict compliance provisions, which require otherwise.
3: REGISTERED AGENT
The registered agent of The Foundation in the Republic of Panama is ARIAS & ARIAS CONSULTORES,
practicing lawyers who accept the charge, located at Via Cincuentenario, Edificio Coco Bay,
Suite Panama, Republic of Panama
4: PURPOSE
a. The purpose of The Foundation is the conservation of its assets and to carry
out the administration and management of the patrimony assigned; specifically and
exclusively to protect and administer the storage of physical gold in an
approved form in internationally approved gold storage facilities.
b. To achieve its purposes, The Foundation shall preserve and manage its patrimony
properly.
c. The Foundation may not permit any lien or encumbrance to be placed on the gold.
d. The Foundation may not have profit purposes and may not enter into any contract
or business arrangement other than to open allocated gold storage accounts at
approved facilities. Furthermore the Foundation may not enter into debt, and
must ensure that all costs incurred in performing its purpose are paid in full
in advance.
e. The patrimony must consist exclusively of gold bullion, in an approved form and
assayed by an internationally approved refiner.
5: BENEFICIARIES
a. The beneficiaries of The Foundation shall be the account holders recorded in
the Pecunix Incorporated database and the patrimony shall be assigned to each
account holder in exact proportion to the value of their Pecunix account.
b. The distribution of patrimony to the beneficiaries shall only be considered in
exceptional circumstances as decided by The Foundation Council.
c. It is expressly provided that the beneficiaries are neither owners, nor
creditors of The Foundation, and as such have no claim on any part of the
patrimony of The Foundation. Assets of The Foundation may not be attached for
any debt or default incurred by a beneficiary of The Foundation.
6: DURATION
The Foundation shall have a perpetual duration and shall only be dissolved by means
of a decision of The Foundation Council in exceptional circumstances where it
is impossible for The Foundation to comply with its purpose.
7: LIQUIDATION AND DISSOLUTION
a. The Foundation Council are empowered to appoint one or more liquidators if it
deems necessary.
b. In the case of the dissolution of The Foundation the liquidation shall proceed
according to the dispositions established in this resolution.
c. The final destination of the assets of The Foundation shall be the
beneficiaries according to the dispositions established in this resolution and
the final distribution of the assets shall be performed in an economical,
practical and timely manner as resolved by the council at the time of dissolution.
d. The resolution issued by The Foundation Council to dissolve The Foundation,
shall be duly registered in the Public Registry of the Republic of Panama.
8: AUDITOR
The Foundation Council may appoint auditors of The Foundation at any time as deemed
necessary.
9: THE BENEFITS
a. The values registered in the Pecunix accounts constitute certificates stating
the right to benefits from The Foundation.
b. The right to benefits cannot be considered as a claim on the patrimony of The
Foundation, and as such the patrimony cannot be subject to any preventive
method such as sequestration, or seizure.
10: NOTICES
Announcements required by law or by regulations shall be made in any daily Panamanian
newspaper of ample circulation.
11. LEGAL REPRESENTATIVE
The legal Representative shall be PECUNIX INCORPORATED and in its absence any other
member of The Foundation Council appointed for this purpose. The Legal
Representative shall be appointed and removed by The Foundation Council.
12: OBLIGATIONS REGARDING THIRD PARTIES
The signature of a corporate person or partner acting as a member of The Foundation
Council shall bind the same.
13: INTERPRETATION OF THE MEMORANDUM AND RESOLUTIONS OF THE FOUNDATION
The Memorandum and resolutions of The Foundation and Council must be interpreted
according to The Foundation's purposes.
14: PROTECTOR, PROFESSIONAL ADVISOR, AUDITORS
The Founder (PECUNIX INCORPORATED) is empowered to appoint at its discretion any
supervision entity constituted by natural persons or a corporate body, that may
be called Protector, Professional Advisor, Auditor or any other similar name
and that may exercise any of the following attributes:
a. Procure compliance to the purposes of The Foundation by The Foundation Council,
and ensure that the rights and interests of the beneficiaries are protected.
b. Demand the presentation of the accounts for The Foundation Council.
e. Appoint new members in replacement of the existent ones due to default or
failure by the existent member to comply with the purposes of the Foundation,
or if the member becomes unable to adequately perform the duties required of
the Foundation Council.
g. Safeguard the assets of the Foundation and procure that the same be applied to
the objectives and purposes mentioned in this resolution.
15: PREVIOUS MEMORANDUMS AND RESOLUTIONS
This resolution supersedes and nullifies all previous memorandums or resolutions of
The Foundation Council. This resolution comprises the entire memorandum and
regulations of The Foundation.
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