Bye-Laws 

The Fundação Oriente, hereinafter the Foundation, is a private law corporate institution that shall be governed by these bye-laws and, when not provided for in these bye-laws, by the applicable Portuguese laws.

1. The Foundation is a Portuguese institution with unlimited duration whose head office is in Lisbon at Rua do Salitre, 66 and 68. The Foundation may set up delegations or any other form of representation wherever deemed necessary or convenient for the pursuit of its goals.
2. The Foundation shall maintain a delegation in Macao.

1. The Foundation shall pursue activities of a cultural, educational, artistic, scientific, social and philanthropic nature, namely in Portugal and Macao that shall aim to develop and continue the historical and cultural ties linking Portugal and the Orient, specifically China.
2. The Foundation shall organise, particularly in Macao, activities that aim to enhance the cultural and artistic wealth of the Territory as well as its scientific and educational development.

1. The Foundation is created by STDM (Sociedade de Turismo e Diversões de Macau, SARL) with initial capital of 212,000,000 patacas and a contribution from the same source of 100,000,000 patacas, to be allocated in three annual instalments:
a) The first, of 15,000,000 patacas, to be paid by 30 June, 1988;
b) The second, of 25,000,000 patacas, to be paid by 30 June, 1989;
c) The third, of 60,000,000 patacas, to be paid by 30 June, 1990;
2. The assets of the Foundation shall also include the income from the source referred to in the preceding number, to be allocated on a regular basis under Clause 21, number 1, para. d) of the supplement to the exclusive concession signed on 31 December 1986 by the Government of Macao and STDM, SARL.
3. The capital, contribution and income referred to in the preceding numbers, as well as the assets or values provided for in number 4, para. a) of this Article may be converted into Portuguese escudos or any other currency when they are allocated to the Foundation.
4. In addition to the funds and income referred to in the preceding numbers, the assets of the Foundation shall also comprise:
a) Any subsidies, donations, legacies, grants or gifts from public or private Portuguese or foreign bodies, as well as all amounts received by the Foundation, free of charge or subject to liability. In such cases, acceptance shall depend on the compatibility of conditions and charges with the Foundation’s goals;
b) All property or goods acquired for the setting up and proper functioning of the Foundation, from the revenue from the sale or leasing of these goods and from the investment of its own assets.

1. The Foundation enjoys full financial autonomy.
2. In the pursuit of its goals, the Foundation may:
a) Acquire, convey or set charges on its property or goods in any form whatsoever;
b) Accept any donations, legacies or grants, without prejudice to the provisions of Article 4, number 4, para. a);
c) Enter into loan agreements and grant guarantees so as to optimise its assets and the pursuit of its goals;
d) Make investments in Portugal, Macao or foreign countries, and hold funds deposited in foreign banks.

The bodies of the Foundation are:
a) The Board of Trustees;
b) The Board of Directors;
c) The Board of Consultants;
d) The Board of Auditors.

1. The Board of Trustees consists of a minimum of five and a maximum of seven members appointed from among personalities of acknowledged merit, moral integrity and competence in any of the Foundation’s fields of activity.
2. The mandate for members of the Board of Trustees has no time limit, but automatically ends at the end of the year when the member reaches seventy years of age, without prejudice to the provisions of Number 13 of this article. Exclusion of members can only be made by resolution of the Board, decided through a secret ballot with at least two thirds of votes in favour, based on unworthiness, serious fault or obvious lack of interest in fulfilling the functions.
3. The Board of Trustees shall appoint a Chairman from among its members.
4. Vacancies on the Board of Trustees due to death, impediment, suspension of mandate, exclusion or resignation by any member, shall be filled by personalities of unanimously recognised merit, moral integrity and competence in any of the Foundation’s areas of activity. These shall be elected by a majority decision of the remaining members of the Board of Trustees and the Chairman of the Board of Directors when he is a member of the Board of Trustees.
5. When a member of the Board of Trustees holds a political or other office that is incompatible with the exercise of his functions, his mandate shall be suspended until the impediment ceases to exist.
6. Vacancies on the Board of Trustees due to suspension of mandate may be temporarily filled by an appointee who may exercise the functions as a substitute until the situation that led to the suspension has ceased, subject to a decision taken as stipulated in Number 4 of this article.
7. Members of the Board of Trustees appointed as substitutes shall exercise their functions under the terms and restrictions in these bye-laws and may not participate in decisions on acts stated in Numbers 4 and 6 of this article or those in article 16.
8. The Board of Trustees shall hold ordinary meetings every six months and extraordinary meetings whenever convened by the Chairman, on his own initiative, or at the request of two members of the Board of Trustees or of the Board of Directors.
9. Members of the Board of Trustees may be represented by another member, upon written notice addressed to the Chairman.
10. The functions as member of the Board of Trustees are not subject to compensation. However, attendance fees and subsidies may be awarded, in an amount established by the Board.
11. Decisions of the Board of Trustees shall be taken by majority voting. The Chairman shall have the casting vote.
12. The Board of Trustees may request the members of the Board of Directors to attend their meeting, although the latter shall not have the right to vote.
13. The original composition of the Board of Trustees (founding trustees) shall be as established in Article 17. The mandate of these founding trustees has no time limit, and if any member resigns on reaching seventy years of age, he may continue to be part of the Board of Consultants as a retired founding trustee.

The Board of Trustees shall:
a) Ensure observance of the Foundation’s guiding principles and define general guidelines for its operation, investment policy and fulfilment of its goals;
b) Appoint the members of the Board of Directors;
c) Appoint the members of the Board of Consultants;
d) Appoint the members of the Board of Auditors;
e) Produce general guidelines for the projected Plan of Activities and Budget for the following year, drawn up by the Board of Directors;
f) Approve, in conjunction with the Board of Directors, the Report, Balance and Accounts of the fiscal year, drawn up by the Board of Directors, and submitted for analysis by the Board of Trustees in conjunction with the opinion of the Board of Auditors;
g) Approve investments or other relevant operations and actions proposed by the Board of Directors that are not part of the Plan of Activities and Budget approved for the respective year;
h) Approve the creation of delegations, as proposed by the Board of Directors;
i) Decide on amendments to the bye-laws and the dissolution of the Foundation, as established in Article 16.

1. The Board of Directors shall consist of three members appointed by the Board of Trustees, or by the Board of Trustees and the Chairman of the Board of Directors when the latter is part of the Board of Trustees, from among personalities who will ensure the fulfilment of the Foundation’s goals. They shall have a renewable four-year mandate, unless the situation stated in the following point is applicable.
2. The Chairman of the Board of Directors may be appointed from among the members of the Board of Trustees. In that case, the regulations governing the duration of the mandate of the Board of Trustees, as stated in Article 7, Number 2 and considering the competences stated in Article 10, shall be equally applicable to the Chairman of the Board of Directors.
3. Should the Chairman of the Board of Directors, appointed in accordance with the preceding number, be a member of the Board of Trustees with an unlimited mandate, he shall suspend that mandate for such time as he performs the functions of Chairman of the Board of Directors.
4. The members of the Board of Directors shall be exclusively engaged in exercising their functions and their respective remuneration shall be established by the Board of Trustees. However, the Board of Trustees may authorise members to exercise functions in other institutions when this is considered to be in the Foundation’s interests and defining the terms and conditions of these functions.
5. The mandate of members of the Board of Directors expires automatically at the end of the year in which they reach sixty-five years of age.
6. Decisions of the Board of Directors shall be taken by majority voting. The Chairman has the casting vote.
7. The Board of Directors shall meet on a monthly basis and whenever convened by the Chairman.

The Board of Directors shall manage the Foundation, and particularly:
a) Define the internal organisation of the Foundation, approving the regulations, creating the bodies deemed necessary and filling the relevant posts;
b) Administer the assets of the Foundation, carrying out all acts necessary to fulfil this goal and enjoying full powers for this purpose;
c) Approve the annual Plan of Activities and the Budget, in the light of the guidelines established by the Board of Trustees;
d) Draw up and approve, in conjunction with the Board of Trustees and as established in Article 8, para. f), the Report, Balance and Accounts for the fiscal year;
e) Represent the Foundation in court, with power to sue and be sued, and before third parties;
f) Hire, dismiss and manage human resources;
g) Negotiate and enter into loan agreements and issue guarantees in accordance with Article 5, c);
h) Implement and maintain internal auditing systems so that the accounts reflect, accurately, fully and at all times, the assets and financial standing of the Foundation;
i) Provide, at least once a year, for a detailed audit of the books and records, to be carried out by external auditors of international standing.

1. The Foundation shall be legally bound by the joint signature of two members of the Board of Directors, one of whom shall be the Chairman.
2. The Board of Directors may appoint proxies and delegate powers to them. In this event, the Foundation shall be legally bound by the joint signature of one member of the Board of Directors and of one proxy.
3. The Board of Directors may, in duly justified cases, appoint proxies and delegate powers to them for specific acts that have been subject to prior approval by the Board of Directors. In this case, the Foundation shall be legally bound by the joint signature of two proxies.

1. The Board of Consultants is composed of a maximum of eight members appointed by the Board of Trustees, from among personalities of recognised merit and competence in any of the Foundation’s fields of activity, without prejudice to the provisions stated in Article 7, number 13.
2. The members of the Board of Consultants have three-year mandates.
3. The functions of the members of the Board of Consultants shall not be remunerated. However, attendance fees and subsidies may be granted in an amount established by the Board of Directors.
4. The Board of Consultants shall meet when convened by the Chairman of the Board of Directors or the Chairman of the Board of Trustees, and shall be chaired by the person who convened the meeting.

The Board of Consultants shall:
a) When so requested by the Board of Directors or the Board of Trustees, present proposals and recommendations for the better fulfilment of the Foundation’s goals;
b) When so requested by the Board of Directors or the Board of Trustees, issue opinions on the Foundation’s activities and projects.

1. The Board of Auditors is composed of three members appointed by the Board of Trustees with four-year mandates.
2. The Board of Auditors shall appoint a Chairman, who has the casting vote, from among its members.

The Board of Auditors shall:
a) Annually examine and issue an opinion on the balance and accounts for the fiscal year and submit this for approval by the Board of Directors and the Board of Trustees;
b) Regularly check the Foundation’s books, taking into account the auditing reports envisaged in Article 10, para. i).

1. These bye-laws can only be amended, without prejudice to the provisions in effect, by approval of a joint meeting of the Board of Trustees and the Chairman of the Board of Directors, when a member of the Board of Trustees. The decision to make such amendments shall be:
a) taken unanimously in the first five years of effect of this amendment to the bye-laws;
b) by 4/5 majority in favour after the time period established in para. a).
2. The Foundation can be dissolved, without prejudice to the provisions in effect on this material, by unanimous decision of the Board of Trustees and the Chairman of the Board of Directors, when a member of the Board of Trustees. In this event, the allocation of the respective assets must be decided on and be the most appropriate for the pursuit of the goals for which they were originally created.

ARTICLE 17
Final and temporary provisions

1. The Board of Trustees of the Foundation is hereby composed of the following seven individuals: João José Fraústo da Silva, Adriano José Alves Moreira, Pedro José Rodrigues Pires de Miranda, Eduardo Ribeiro Pereira, Carlos Augusto Pulido Valente Monjardino, Stanley Ho and Edmond Ho, a.k.a as Ho Hau Wa.
2. Within thirty days of recognition of the Foundation, the Board of Trustees shall appoint the members of the Board of Directors, the Board of Consultants and the Board of Auditors.
3. Until such time as the members of the Board of Directors take office, as referred to in Number 2 of this Article, the Foundation shall be run by the Board of Trustees.