|Non nobis, Domina, non nobis,
sed nomini tuo da gloriam!
Not us, oh Misstress, not us, but your name be honour!
|If the creatoress, the Highest one had been the architect of the universe,
so the master builder Asu-araŜi.dha ma-as-dha was her priest on Earth since
he could express her essence in 33-fold, in stone-grown geometry.
|Foundation Register No. 111
||Today the twentv sixth day
of ]une of the year
two thousand and three.
Before me Doctor of Laws Rachel Busuttil, a Notary Public, duly admitted and sworn
have personally appeared and identifled themselves, in accordance to law, by means
of the hereunder mentioned offical document: -
Hergen Meyer (holder of Maltese Identity Card Number 23966A), a chiropractioner,
son of Heinz and Hilda nee` Bohling, born in Lilienthal, Germany and residing
at Swieqi in the limits of Samt Julians and The Honorable Doctor Hubert Zeitimair
(holder of German Identity Card Number 9236670353) private scholar for pre-history,
a son of Michael and Christina nee' Heigemeier, born in Augsburg, Bavaria, Germany
and residing at Sliema hereinafter referred to as ,,the Founders".
Whereas the Founders believe in the need to establish in Malta a “non-profit”
Organisation in order to carry out prehistorical and archaeological research.
Whereas the Founders have been contributing their time and expertise for the
Now, therefore, by virtue of this deed, the Founders hereby form, constitute and
establish a foundation under the name Foundation for Pre-Historical Research Malta
constituted and governed in accordance with the rules contained in the Deed
of Foundation hereto attached as Document ,,A" consisting of nine (9) pages
which forms an integral part of this deed.
All terms definecl in the Deed of Foundation shall have the same meaning in this deed.
This deed has been done read and published by me the undersigned Notary after
having explained the contents thereof to the appearer in accordance to law in Malta,
Valletta, Strait Street, Vincenti Buildings, number twelve fiat thirteen (12/13).
||The Honorable Doctor Hubert Zeitimair
||Dr. Rachel Busuttil (Notary Public, Malta)
service stamp mark
Prehistory Research Foundation
§ 1 Name, Logo, Address, Business Year
||The Foundation shall be known as Maltadiscovery, Prehistory Research Foundation Malta, hereinafter called: Maltadiscovery.
||The Foundation shall use and be recognised by its folowing Logo.
This logo and the Foundation’s name shall become Internationally
protected, and consequently no other person or legal body may
have the right to make use of this logo or name.
The Foundation will be domiciled in Malta and have its postal address at
2, Waterloo Block A, Flat 7, Triq Damasku, Bugibba, SPB 2831 MALTA,
or any other address premises as may from time to time be determined
by the Board refereed to in Article Four.
||The business and financial year is the calendar year.
The annual financial statement:
- The financial year of the Foundation runs from January first up to
and including December thirty-first of each year.
- Within three months after the close of the Foundation’s financial year,
the Executive Director shall draw up a financial statement, covering
the preceding year and shall submit same for approval to the Committee.
- The annual financial statement consists of a balance sheet,
income and deficit account and an explanatory statement.
- The Committee shall appoint an independent auditor for the purpose of
supervising the bookkeeping regularly and to report to the Committee
with regard to the financial statement.
- The Committee is obliged to keep the documentation refered to
in this article, for a ten-year period of time.
§ 2 The objectives of the Foundation will be:
- To identify, of worldwide pre-historical connections with Malta so that
the particular attention of the world is directed on Malta;
- To conduct research into the origins of Malta as the central powerhouse
of that ancient and perished globe encompassing high culture (Atlantis),
and the roots of the Maltese;
- The language of the Maltese – a heritage from Atlantean (Atlas Empire)
times as a proto-Sanskrit dialect;
- The underground network of tunnel canals including lots cluster of cisterns
(water tanks) and the tube-good shafts piercing to the surface,
the so-called sacrifice-hollows,
- The 27 stone-circle (temple) rings on Malta as one Form-System and
the underwater temple complex of Gebel Gol Bahar, amongst others;
- To disseminate the results of its activities through publications and
- To convene convocations;
- Organize training programmes and award certificates;
- Undertake other regional and global activities;
- Cooperate with international organizations concerned with archaeology,
governments, foundations, industries and academic institutions as well as
with other organizations and individuals, for which appropriate mechanisms
for liaison shall be established; as well as undertake all that which is related
to the foregoing in the widest sense.
§ 3 The capital of the Society will be formed of:
- Grants and donations;
- Acquisition through testamentary disposition, legacy or endowment;
- Membership fees;
- Any other acquisition
§ 4 The Committee
||The Foundation shall be governed by a Committee which will be finally responsible
for the administration of the property movable and immovable, bestowed upon
or acquired by the Foundation.
||The Committee shall be composed of the following members:
Mr. Hon. Dr. Hubert Zeitlmair President
Mr. Michael Mallia Vice President
Mr. Hergen Meyer Treasurer
The nominated persons shall serve for 3 years and may be reappointed.
||The reappointment and subsequent committee members shall be appointed
by the Committee by at least two-thirds of the votes cast at a Board meeting
at which at least 51% of the committee members are present, either in person
or by proxy.
||Not more than two of the voting members of the committee shall be
of the same nationality.
||The Board shall elect from its own number its Chairperson, Vice-Chairperson
||The Executive Director, not a member of the Committee, shall act as a Secretary
to the Committee. He shall have no voting powers.
||The functions of Secretary and Treasurer cannot be combined in one
and the same person.
||The Committee may designate a Committee member to serve as an acting secretary.
||The Committee shall not be disqualified from the transaction of its business
by reason of any vacancies amongst its members. Such vacancies shall be filled
without delay and may be filled, at the discretion of the Chairman, by a postal ballot
amongst the existing members. A member elected to fill a vacancy shall serve on
the Committee for the remaining part of the term of the member he or she replaces.
||In all other cases not provided for otherwise in these articles of association,
the Committee shall decide which decision shall be taken with a two-thirds majority.
|§ 5 Termination of Committee membership
|The membership from the Committee shall be terminated by:
- A member’s resignation;
- A member’s death;
- A resolution by two-thirds of the membership present.
|§ 6 Committee Meetings and decision Making
- The committee shall meet regularly at least once a year. Additional meetings
shall be held when the Chairperson finds it appropriate or when at least four
members have formally requested a meeting.
- The Chairperson may determine the venue of this meetings from time
- The Vice-Chairperson shall preside at a meeting which the Chairperson
is unable to attend;
- The meeting shall be convened by the Secretary, by means of letter
at least 14 days prior to the date of the meeting;
- The agenda for the meeting shall be annotated and shall be sent by
the secretary by means of letter, to the board members at least 14 days
- Minutes of the matters dealt with at each meeting shall be kept by
the Secretary. They shall record participation at the meetings, decisions taken,
and dissenting opinions. They shall be adopted by the subsequent
meeting and signed by the Chairperson and the Secretary then in office.
The Committee shall determine its own rules of procedure.
- Unless otherwise provided in these articles of association the absolute
majority of the members of the Committee present in person or by proxy
shall constitute a quorum for the adoption of resolutions by the Committee.
|§ 7 Competency and Representation of the Committee
- The Committee is responsible for the management of the Foundation.
- The Committee is authorized to enter into agreements to buy, alienate or encumber
- The Committee is not authorized to secure or encumber assets as security
for the obligations of third parties with or without consideration.
- The Committee shall determine policy regarding the activities, organization
and financial administration of the Foundation and shall approve its prospective
budget and accounts in due time.
- The Committee may establish and maintain a fund or funds to receive
and administer the capital.
- The Committee shall elect the members of the Board of Trustees
|§ 8 Board of Trustees
- There shall be a Board of Trustees, which shall consist of not less
than 3 and not more than 7 members. The Committee shall determine
the number of members and the Chairman, Secretary and Treasurer of
the Committee shall be ex officio members of the Board.
- Members of the Board of Trustees shall serve for 3 Years.
- On staggered terms one third of the members of the Board have to be renewed
every years. Members may be re-appointed for two successive terms.
- The Board shall meet at least once a year at a place to be determined
by the Council from time to time. The Board shall elect its own Chairperson.
- One-third of the existing membership shall constitute a quorum.
- All resolutions or recommendations to be adopted at a meeting for
the Planning council shall be adopted by absolute majority of the votes cast.
Recommendations of the Board may also be taken by postal ballot if
so requested by the Chairperson. In case of a tie, the Chairperson decides.
- The Board may elect a Vice-Chairperson.
- The Board shall, in consultation with the Executive Director, advise the Foundation
in order to determine the programme of activities of the Foundation.
- The Board shall determine its own rules of procedure.
|§ 9 Joint Meetings The Committee and Board of Trustees
|The Committee and Board of Trustees may, by mutual agreement, convene in joint
|§ 10 The Executive Director
- The Executive Director shall be appointed by the Committee for a fixed
term subject to renewal.
- The Executive Director is the chief executive officer of the Foundation.
He is answerable to the Committee.
- The Executive Director shall have executive and administrative authority
for the implementation of the policies and decisions established by the committee.
- The Executive Director can offer and accept, on behalf of the Foundation all contracts
for work to be undertaken for or by the Foundation, open and close bank accounts,
sign cheques and carry out other transactions and can represent the Foundation
within the limits and conditions determined by the Committee notwithstanding
the regulations in Article 7 and provided they are co-signed by the Chairperson
of the Committee.
- The Executive Director shall be responsible for putting into action the programme
of the Foundation under the responsibility of the Board.
- Until the post of the Executive Director remains vacant, these duties shall be
undertaken by the Chairperson of the Committee and co-signed by the Secretary
after due approval is given, every time, by the Committee. Such approval shall be
by simple majority of the members present and voting.
|§ 11 Oridinary membership
|A natural person may become Ordinary Member of the Foundation through subscription.
|§ 12 Termination of Membership
|Membership of the Foundation may be terminated at any time by resignation in writing.
The Committee may impose sanctions (which may consist of a warning, intervention,
temporary suspension or permanent exclusion) on any member, whether individual
or group, if in its opinion that member does not act within the spirit of the vision,
mission, core values or does not observe any of the provisions of the Statute and
constitutes any immediate threat to the reputation, integrity or operation
of the Foundation.
|§ 13 The Honorary Members
- A Honorary Member is a natural Person or legal body and must be elected
by the majority of Ordinary Members of a General Meeting for a period
determined by the General Meeting.
- A Honorary Member pays a membership fee according to the determinations
of his election. The election for a Honorary Member of the Foundation may be
initiated by the Committee or upon request of 30 % of the ordinary members
of the Foundation.
- Within the Foundation a Honorary Member is not in possession of and may
not execute any right of an Ordinary Member. His rights derive from and
are determined by the Committee’s statute.
|§ 14 General Meeting
- A General Meeting is held once a year.
- The Committee appoints the day of the General Meeting and invites
the Ordinary Members not less than 21 days prior to the General Meeting.
The invitation takes place on the website of the Foundation. With the
invitation the Committee publishes the agenda of the General Meeting.
Upon request of 30 % of the Ordinary Members of the Foundation and
during a General Meeting upon request 20 % of the attending Ordinary
Members of the Foundation the agenda must be changed according to
- An extraordinary General Meeting may be held upon request of 30 %
of the Ordinary Members of the Foundation. Details for the initiation and
performance of such meeting shall be regulated in the statute of the Committee.
|V. Additional Regulation
|§ 15 Communications to the Foundation
- The official mailing address of the headquarters of the Foundation shall be used
for all purposes and procedures in this statute and for all operations
of the Foundations.
The Foundation will esthablish a site on the world wide web. This web site shall
also be the Foundation’s tool for information. So the communication from
and to the Foundation shall easily be held through the internet.
This statute and it’s amendments, the Committee’s statute and amendments,
the minutes of the General Meeting and the minute’s of the Committee meetings
must be published on this website to achieve that every interested person
wordlwide may be informed of the work of the Foundation and if, how and when
it performs and realises it’s objectives.
|§ 16 Amendments
- The Committee is authorized to amend the articles of association on
the understanding that the purpose cannot be amended.
- Proposals for amendments shall be notified to members of the Committee not less
than 14 working days before they are called upon to decide on them.
Resolutions to amend these articles of association can only be validly adopted
with a majority of two-thirds of the membership of the Committee.
- Any amendment of these articles of association must, on pain of nullity,
be recorded in a notarial deed. Any member of the Committee is authorized
to appear before the notary who records the amendment.
|§ 17 Dissolution and liquidation
- If decided necessary the Committee is authorized to take the decision
to dissolve the Foundation.
- The Foundation can also be dissolved by a judgment of the Court in cases
stipulated by Maltese law.
- With regard to a decision to dissolve the Foundation the provisions
of paragraph 16 shall apply accordingly.
- After the decision of the dissolution of the Foundation it shall be liquidated
by the Committee.
- After the decision of the dissolution the Foundation continues to exist
in so far as such is necessary for the liquidation of its affairs.
- During the liquidation the provisions of the article of association shall remain
in force as much as possible.
- After the debts have been paid, the Committee shall determine the allocation
to the remaining assets of the Foundation, provided that such allocation be made
to a purpose that corresponds to the purpose of the Foundation.
- The books and documents of the dissolves Foundation shall remain for
ten years in the custody of such a person designated thereto by
|§ 18 Registration and Governing law
|The Foundation is registered by the Nr. 111 in Malta and is governed for all effects
and purposed by the Laws of Malta.
|The Hon. Dr. Hubert Zeitlmair
||5, Chilstone 12, Lockerstreet Sliema SLM 11
|Mrs. Dagmar C. Zeitlmair
||5, Chilstone 12, Lockerstreet Sliema SLM 11
|Mr. Hergen Meyer DC
||The Dove, Triq il-Klarissi St. Julians STJ 02 MALTA,
|Mr. Michael Mallia
||Remenham Old Railway Road Attard
|Mr. Gerd Lohrer
||16, Spinola Court St. Georges Bay St. Julians
|Ms. Diploma pedagoguess
|Tibujewstrasse 17 17036 Neubrandenburg
|Mr. Karl Heinz Zeidler
||Beethovenstrasse 7 86432 Königsbrunn Germany
|Mr. Friedrich Klingbeil
||Patschauerweg 21 14195 Berlin Germany
|Mr. Jürgen Schmidt
||SAS Touristik Ulmerstrasse 86154 Augsburg Germany
|The Honorable Doctor Hubert Zeitlmair President
Mr. Hergen Meyer DC Treasurer
Doctor of Laws Rachel Busuttil Notary Public Valletta.
MALTA the 26th day of June 2003