ACT OF FOUNDATION

December 9, 2008

Before me Marco Farrugia, Doctor of Laws and Notary Public have personally appeared:

Reverend Doctor Father Mark Montebello O.P., son of Joseph and of Lucrezia nee Sultana born at Mtarfa, and residing at Guardamangia limits of Pieta’ hereunder referred to as “the Founder” or the “General Director “ as the case may be.

Appearer has been identified by me the said Notary by virtue of the abovementioned document.

The Founder declares and premises that: Incarceration, being a reality that unfortunately forms part of our social structure, very frequently diminishes the possibilities of prisoners, ex-prisoners and their families to live a happy and decent life. Believing in the equal dignity due of all men and women, prisoners, ex-prisoners and their families must be helped to retain their pride and self-esteem during and after their contact with the prison experience. For this reason, this foundation dedicates all its resources and efforts to the well-being of these persons, and to the advancement of justice in society.

Whereas the Founder wishes to constitute and establish a foundation for the mission with such functions as hereunder mentioned.

Now, therefore, by virtue of this deed the Founder is hereby setting up and establishing a Foundation (hereinafter referred to as “the Foundation”) which shall be regulated by this deed.

NAME AND ADDRESS TOP

1. The Foundation shall be known as Mid-Dlam ghad-Dawl, meaning From Darkness to Light, or by its acronym MDD.

2. The seat of the Foundation shall be at number ten (10) Matty Grima Street, Bormla or such other address as the Executive Committee of the Foundation may from time to time determine.

LEGAL PERSONALITY TOP

3. The Foundation shall be an autonomous body corporate of a non-commercial nature with a distinct legal personality and, subject to the provisions of this statute, and to Schedule II attached to the Civil Code (Chapter XVI of the Laws of Malta) shall be considered a Purpose Foundation and shall be capable of entering into contracts, of acquiring, holding and disposing of property, movable and immovable, by any title, of suing or of being sued, of having and using its proper seal, and of doing all such things and entering into such obligations and transactions as are incidental and/or conductive to its proper functions.

MISSION TOP

4. The Foundation shall be a non-profit making organisation.

5. The Mission Statement of the Foundation shall read as follows: MID-DLAM GHAD-DAWL STANDS FOR THE DIGNITY AND RESPECT OF PRISONERS, EX-PRISONERS AND THEIR FAMILIES.

PRINCIPLES AND POLICIES TOP

6. The philosophical principles of the Foundation are gathered in the “Declaration of Principles”, the official edition being in Maltese.

7. The Foundation shall have a Statute in conformity with this deed.

8. All members of the Foundation shall act in conformity to the Foundation’s Code of Ethics.

9. In all of its undertakings the Foundation shall adhere to its confidentiality policies, and to its equal opportunities policies.

FUNCTIONS TOP

10. The functions of the Foundation shall include:

a. to find better ways of living for prisoners during their detention and/or incarceration;

b. to help ex-prisoners in their needs;

c. to give support to the families of prisoners in the difficulties they face;

d. to identify, establish and maintain permanent formal or informal links with governments, organisations, foundations, agencies, individuals or any other entity, both national and international, that may promote the Foundation’s services locally and anywhere in the world; and

e. to inform and educate the general public of its human, social, ethical and moral duties towards prisoners, ex-prisoners and their families.

POWERS TOP

11. For the purpose of attaining the above objectives, the Foundation shall have all such powers exercisable by its Executive Committee as may be necessary (The members of the executive committee shall be considered the Administrators of the Foundation as defined by law). Without prejudice to the generality of the foregoing, the Executive Committee shall have the power to:

a. accept and receive funds or other property, movable or immovable, from governments, international organisations, foundations, agencies, commercial entities, individuals or any other source, whether inter vivos or causa mortis;

b. enter into any agreement whatsoever with any person and/or any other entity in the exercise of its functions and in the attainment of its objectives;

c. on its own, or with others, set up other entities in furtherance of its aims and objectives; and

d. do all acts and things incidental or conductive to the attainment and furtherance of its objective.

CONTRIBUTION TOP

12. The Founder, in his aforesaid capacity, is hereby endowing the said Foundation with the sum of two hundred and fifty euro (Eur 250) which sum shall be paid to the Foundation in whole. Also appearing on this deed is George Busuttil, son of George, born at Cospicua and residing at Marsascala, holder of Identity Card number 660849(M), as the General Secretary of the Foundation. George Busuttil is hereby being identified by me the undersigned Notary by virtue of the abovementioned document. The General Secretary, for and on behalf of the said Foundation, is hereby accepting the Endowment being made to the Foundation in virtue of this deed by the Founder in his aforesaid capacity.

LEGAL REPRESENTATION TOP

13. The legal representation of the Foundation shall vest in the General Director of the Foundation and the General Secretary of the Foundation acting together or any other person duly appointed by the Executive Committee. However, the General Director and the General Secretary can only bind the Foundation in financial matters and other matters relating to the transfer by whatsoever nature of immovable property and the creation of personal and/or real rights over immovable property, after being authorized in writing for this purpose by the Executive Committee.

PATRONS TOP

14. The Foundation may have one (1) or more Patrons appointed for life by the Executive Committee. Such persons should be esteemed members of the community who inspire trust and confidence in the Foundation and its mission, and who can make a valid contribution to it through their experience. The duties of the Patrons are shown by clicking here.

15. The Patrons shall be notified of all events of the Foundation, including meetings of the Trustees, to which they have a right to attend, though not of casting votes.

16. The members of the Executive Committee have the power to remove Patrons with a unanimous vote if they consistently act in a manner prejudicial to the interests and purposes of the Foundation.

TRUSTEES TOP

The meaning of trustees shall not be that established by the trusts and trustees act but shall have the hereundermentioned definition.

17. The Foundation shall have between three (3) and five (5) trustees appointed for three (3) years by the Executive Committee, one of which will be the General Director, and another the General Secretary, of the Foundation. Such persons should be persons who inspire trust and confidence in the Foundation and its mission, and who can make a valid contribution to it through their experience and competence. The duties of the Trustees are shown by clicking here.

18. Vacancy in their composition shall not operate to bar them from continuing to perform their functions, provided that the quorum required for sittings shall be a number of Trustees greater than half (1/2).

19. Without prejudice to the generality of the foregoing, the Trustees shall have the following functions:

a. to ascertain the satisfactory development and management of the Foundation, ensuring that it is always run to high levels of effectiveness and efficiency;

b. to consider matters of particular sensitivity;

c. to expand and develop the Foundation’s services; and

d. to perform such other functions which the Executive Committee may deem necessary from time to time.

20. The Trustees cannot make final decisions on the day to day running of the foundation without the consent and approval of the Executive Committee nor shall they exercise any of the powers reserved to the Executive Committee in terms of Article eleven (11) of this deed

21. All decisions of the Trustees shall preferably be taken by consensus, failing which a decision shall be taken by a majority of those present, the General Director having a casting vote in case of a tie.

22. The members of the Executive Committee shall have the power to remove Trustees with a unanimous vote if they consistently act in a manner prejudicial to the interests and purposes of the Foundation.

DIRECTION AND MANAGEMENT (THE EXECUTIVE COMMITTEE) TOP

23. The Foundation shall have an Executive Committee.

24. The Executive Committee shall consist of a number of members as it sees fit, assigning offices as appropriate.

The first members of the Executive Committee shall be the following: Fr Mark Montebello – General Director ex-officio, George Busuttil, – General Secretary ex-officio, Charles Cassar, Tania Caruana, Lourdes Busuttil, Ludgarda Gatt, Matthew Agius, Charlene Calleja, Josette Vella, Lucia Aquilina, Stephanie Chetcuti, Marco Farrugia, Sharon Farrugia and Sue Micallef.

25. The Executive Committee shall preferably meet once (1) a week.

26. All decisions of the Executive Committee shall preferably be taken by consensus, failing which a decision shall be taken by a majority of those present, the General Director having a casting vote in case of a tie.

MEMBERSHIP TOP

27. Unless otherwise determined by the Executive Committee as may seem appropriate:

a. the Foundation shall have as its formal members its Patrons, its Trustees and all those persons who form part of the Executive Committee;

b. members of the Foundation shall not pay any membership fees; and

c. without prejudice to the generality of the foregoing, membership shall be for life, unless a member:

i. formally resigns;

ii. save the Patrons and the Trustees, with no sufficient reason fails to attend the meetings of the Executive Committee for more six (6) months; or

iii. consistently acts in a manner that is prejudicial to the interests and purposes of the Foundation or persistently neglects any of his/her membership duties as shown by clicking here.

THE GENERAL DIRECTOR AND GENERAL SECRETARY TOP

28. The Executive Committee shall choose from amongst its members the General Director, and the General Secretary, of the Foundation, both of which shall automatically be Trustees of the Foundation.

29. The General Director of the Foundation shall be appointed for a period of three (3) years and may be indefinitely appointed for successive periods of three (3) years each. The General Secretary shall be appointed for a period of three (3) years and may be indefinitely appointed for successive periods of three (3) years each.

30. The duties of the General Director and the General Secretary are shown by clicking here.

31. The members of the Executive Committee have the power to remove the General Director of the Foundation or any other Director if they consistently act in a manner prejudicial to the interests and purposes of the Foundation or have persistently neglected any of their duties as shown by clicking here.

32. The Executive Committee shall have the following functions:

a. to administer and manage the day-to-day running of the Foundation;

b. to invest all capital, income, funds and other assets derived by the Foundation into the services offered by the Foundation;

c. to administer all property, movable and immovable, bestowed upon, or otherwise acquired by, the Foundation; and

d. to perform such other functions which the Executive Committee itself may deem necessary from time to time.

33. Without prejudice to the above, the Executive Committee may appoint such other offices and committees as it may from time to time deem necessary for the better carrying out of any of its functions.

34. The meetings of the Executive Committee shall be presided by the General Director of the Foundation and shall have, in the necessity of a vote, an original vote as well as a casting vote.

35. The Executive Committee shall regulate its own procedure. The Board shall not meet if the General Director and the General Secretary are both absent. However, any vacancy in the composition of the Executive Committee shall not operate to bar it from continuing to perform its functions.

36. The Executive Committee shall have the responsibility to take all necessary measures to ensure that all the services offered by the Foundation are in conformity with national policy on the management of information and to confidentiality policies.

ANNUAL GENERAL MEETING TOP

37. The Foundation shall hold a General Meeting once (1) a year.

38. The aims of the Annual General Meeting shall include the following:

a. Review the work done during the preceeding twelve (12) months of the Foundation’s operation;

b. Tackle any administrative, operational, financial, structural and/or legal problems outstanding at the time; and

c. Plan the succeeding twelve (12) months of the Foundation’s operation.

39. The Annual General Meeting shall be:

a. Called and presided by the General Director of the Foundation;

b. Preferably held towards the end of the summer or such other time as the Executive Committee determines from time to time;

c. Held with a quorum of the number of members greater than half (1/2) the serving members of the Foundation (therefore including the Trustees and any Patrons that there might be).

FINANCE TOP

40. The Foundation shall have the power to raise funds and, if required, receive donations.

41. The Foundation shall have the power to borrow from financial institutions with the approval of two thirds (2/3) of the Executive Committee.

42. The Foundation shall have the power to open one or more bank accounts relating to the Foundation and to draw cheques relative thereto.

43. The Executive Committee shall ensure that funds and other assets as shall belong to the Foundation are utilised solely for the purposes as set down in this deed.

EMPLOYEES TOP

44. The Foundation shall have the right to engage employees for the accomplishment of its duties to further the administration, management, interests and purposes of the Foundation.

45. The Foundation shall ensure that employee recruitment shall adhere to equal opportunities policies.

46. The Foundation shall have the responsibility to take all necessary measures to ensure that the employees’ working conditions are in conformity with national policy on employment practices and standards.

47. The Foundation shall have the power to exercise disciplinary control over persons employed at the Foundation.

CERTIFICATION TOP

48. An Annual Report and the accounts of the Foundation shall be made for each calendar year. These accounts shall be certified by public accountants nominated for this purpose by the Foundation. The accounts shall be approved by the Executive Committee which shall cause them to be sent to the Patrons of the Foundation and published.

AMENDMENTS TOP

49. This deed may only be altered by two-thirds (2/3) of all the serving members of the Foundation.

WINDING UP TOP

50. In the event that the members of the Foundation are of the opinion that the Foundation is to be dissolved, thereupon, by unanimous consent, they may dissolve the Foundation.

51. In the event that the functions of the Foundation are transferred to another legal entity, the latter shall also receive all the Foundation’s assets subject to the unanimous consent of the members of the Foundation. Failing this event, all the assets of the Foundation shall be donated to some entity that the remaining members see fit.

EMBLEM TOP

52. The Foundation shall have as its emblem, in an ostensibly round shape, all in black and white, girdled by dictum Mid-Dlam ghad-Dawl positioned at the bottom half, a straight upright beam fastened to a crooked tree with foliage. (Original version: 2002)

This deed has been done, read and published, after due explanation of its contents according to the law in Malta, at Dar it-Tama, Matty Grima Street, Cospicua, Malta in front of witnesses Dr Anthony Vella, Dr Marilyn Clark and Dr Michael Briguglio.