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Bodies Corporate And Property With A Specific Destination

TITLE III. BODIES CORPORATE AND PROPERTY WITH A SPECIFIC DESTINATION
Chapter 1. Administrative bodies and the Church

Art. 394.- The state.

(1)    The State is regarded by law as a person.
(2)    As such it can have and exercise, through its organs, all the rights which are consistent with its nature.

Art. 395.- Territorial subdivisions of the State.

(1)    Teklay Guezats, Awradja Guezatas, Woreda and Mektl-Woreda Guezats and urban and rural communes shall also be the subjects of rights.
(2)    As such they can have and exercise, through their organs, all the rights which are vested in them by the administrative laws.

Art. 396.- Ministries.

(1)    The ministries of the Imperial Ethiopian Government are the subjects of rights.
(2)    As such they can have and exercise, through their organs, all the rights which are vested in them by the administrative laws.

Art. 397.- Public administrative authorities and establishments.

All pubic administrative authorities, office or establishments to which personality has been expressly given by the administrative laws are like wise the subjects of rights.

Art. 398.- Ethiopian Orthodox Church.

(1)    The Ethiopian Orthodox Church is regarded by law as a person.
(2)    As such can have and exercise, through its organs, all the rights which are vested in it by the administrative laws.

Art. 399.- Dioceses, parishes and monasteries.

Dioceses, parishes and monasteries which form part of the Ethiopia Orthodox Church are like wise the subjects of rights under the condition and within the limits fixed by the administrative laws.

Art. 400.- Powers and organs.

(1)    The powers of the bodies referred to in the preceding articles as well as the organs which are authorized to represent such bodies shall be prescribed by administrative laws.
(2)    They may impose on such organs the observance of specified conditions or formalities for the exercise of certain rights.

Art. 401.- Failure to comply with legal requirements.

(1)    Acts performed by the bodies refereed to in this Chapter in excess of the powers given to them by law without the observance of the conditions of formalities required by law shall  be of no effect.
(2)    The provisions of sub-art. (1) shall apply notwithstanding that nullity is not expressly provided by law in such circumstances.

Art. 402.-  Nullity.

(1)    The nullity provided for in Art. 401 may be invoked by any interested party.
(2)    It may no longer be invoked after ten years have elapsed from the date when the act was performed.

Art. 403.- Extra-contractual liability.

(1)    The bodies referred to in this Chapter shall be liable for any damage arising from the fault or act of their organs or servants in accordance with the provisions of the Title of this Code relating to “Extra-contractual Liability and Unlawful Enrichment” (Art.2027-2161).
(2)    They shall in accordance with the provisions of the same Title payback any unlawful enrichment they have derived (Art, 2162-2178).

Chapter 2. Associations

Art. 404.- Definition.

An association is a grouping formed between two or more persons with a view to obtaining a result other than the securing or sharing of profits.

Art. 405.- Partnerships.

(1)    Groupings formed with a view to securing or sharing profits shall be subject to the provisions of the Commercial Code relating to partners ships.
(2)    The same shall apply to cooperative and other groupings which tend to satisfy the financial interests of their members by placing them in a position to save money.

Art. 406.- Trade Unions.

(1)    Grouping formed with a view to a defending the financial interests of their members or to representing a particular calling shall be subject to the special laws concerning trade unions.
(2)    In the absence of special laws, they shall be subject to the provisions of this Chapter.

Art. 407.- Groupings of a religious charter.

(1)    Churches, religions, associations other than the Ethiopian Orthodox Church shall be subject to the special laws concerning them.
(2)    Failing such special laws, these groupings shall be deemed to be associations failing under the provisions of this Chapter.
Section 1. Memorandum of Association  and Statues

Art. 408.- Memorandum of association.

(1)    Associations shall be governed by a memorandum of association agreed to by their founders.
(2)    The provisions of such memorandum shall be supplemented or superseded by those of this Chapter, whenever the memorandum is silent or any of its provisions is contrary to the law.

Art. 409.- Obligation to draw up statues.

(1)    Notwithstanding any agreement to the contrary, associations shall be provided with statues when ever any of the associates so requires.
(2)    The request that the association be provided with status may also be made by the office of associations of the provisions where the association carries out its activity.
(3)     An association may be dissolved by the office of associations where it is not provided with statues within three months after a request to this effect has been made.

Art. 410.-Purpose of statues.

(1)    The memorandum of association shall lapse when the association is provided with statues.
(2)    The association shall thereupon be governed by its statues.
(3)    The provisions of the statues shall be supplemented or superseded  by those of this Chapter, whenever the statues are silent or any of these provisions is contrary to the law.

Art. 411.- Contents and form of statues.

(1)    The statues of they association shall be of no effect unless they mention the name of the association, its object, the place where the association has its head office and the date when they are made.
(2)    They shall be signed by not less than five associates, who shall be known as the founders of the association.

Art. 412.- Adoption of model statutes.

(1)    Status which conform to a standard model approved by the Ministry off Interior need not be signed.
(2)    In such cases it shall be sufficient that a special act be prepared, making reference to such statues and signed by not less than two associates.
(3)    Such act shall be of no effect unless it mentions the name of the association, its object, the place where the association has its head office and the date when it is made.

Art. 413.- Deposit of statues.

The statues of the association, or the special act making reference to those statues, shall be deposited within one month with the office of associations of the province where the association has its head office.

 Art. 414.- Communication of statues.

(1)    The statues of the association shall be served without delay on any interested party upon a request addressed to the president of the association.
(2)    The date on which the statues are served shall be entered on the copy served.
(3)    The prescribed fee may be charged by the association, in addition to the postal expenses arising from service of the statues, where appropriate.

Section 2. Associates.

Art. 415.- Associates.

The association consists of its founders and of the members who have joined the association.

Art. 416.- New members.

Without prejudice to any provision to the contrary, the association may receive new members.

Art. 417.- Promise to join an association.

A promise to join an association shall be off no effect.

Art. 418.- Equality of associates.

Without prejudice to any provisions to the contrary in the memorandum of association or in the statues, all associates shall have equal rights.

Art. 419.- Personal character of the capacity of associate.

(1)    The capacity of associate is inalienable.
(2)    It shall not pass to the heirs of the associate.
(3)    The provisions of this Article shall apply notwithstanding any provision to the contrary in the memorandum of association or the statues.

Art. 420.- Exercise of the rights of an associate. -1. Representation.

Without prejudice to any provision to the contrary in the memorandum of association or in the statues, an associate may not exercise his rights as an associate through a third person.

Art. 421.-2. Payment of subscriptions.

An associate may not exercise his rights as an associate unless he has previously paid the subscriptions fallen due which he owes to the association.

Art. 422.- Subscriptions.

(1)    Without prejudice to any provision to the contrary, the membership subscription shall be paid during the first quarter of each year.
(2)    An action may only e brought against an associate for the payment of his subscription for the current year and proceeding year.

Art. 423.-Right to withdraw from the association.

(1)    An associate may at any time withdraw from the association, notwithstanding that it has been constituted for a definite period of time and notwithstanding any provision to the contrary.
(2)    An associate who withdraws from the association shall pay the subscriptions which have fallen due and the subscriptions of the current year.

Art. 424.- Expulsion of  an associate.

(1)    An associate may be expelled from the association in the cases and in the manner provided for in the memorandum of association or in the statues.
(2)    In addition to those cases, he may also be expelled from the association for good cause by the general meeting.
(3)    The associate who has been expelled may, within three months after he has been informed of his expulsion, appeal to the court against such decision on the ground that the expulsion is not justified.

Art. 425.- The association does not represent the associates.

Te associates shall not be liable to third parties as a consequence of  the activities of the association.

Section 3. Management

Art. 426.- Appointment of directors.

(1)    The association shall be managed by one or more directors, appointed in conformity with the memorandum of association or the statues.
(2)    Unless otherwise provided, they shall be appointed by the general meeting.

Art. 427.- Directors must be members.

With to  prejudice to any provision to the contrary, the direction shall be appointed from among the members of the association.

Art. 428.- Board of management.

(1)    When thee are several direct decisions ors, they shall form a board of management.
(2)    Without prejudice to any provision to the contrary, the decisions concerning the association shall be taken by the board which shall decide by a majority of its members presenter represented.
(3)    Those who do not agree with the decision taken by the majority may require that their dissenting opinion be recorded in a minute.

Art. 429.- Powers of directors. 1. Law.

(1)    The directors of an association shall perform al the acts necessary for the management of the association.
(2)    They shall represent the association in judicial and extra- judicial matters.

Art. 430.- 2. Statues.

(1)    The statues may limit the powers of the directors or regulate the manner in which such powers are to be exercised.
(2)    Their provisions may not be set up against third parties unless the statues have been deposited in the office of associations or it is proved that the third parties were actually aware of such provisions.

Art. 431.- 3. Memorandum of association or general meeting.

(1)    The provisions whereby the memorandum of association or the general meeting of the association, limit the powers of the directors, or regulate the manner in which such powers are to be exercised, may not be set up against third parties unless it is proved that such third persons were actually aware of those provisions.
(2)    They have as their only sanction the responsibility, in relation to the association, off the director or directors who have contravened them.

Art.  432.- Provisional director.

If the persons authorized to act on behalf of the association are not available or are impeded, a provisional director shall be appointed by the court on the application of any interested party.

Art. 433.- Power of capacity.

(1)    The persons authorized to act on behalf of the association may require that a document showing their capacity and powers be delivered to them by the office of associations.
(2)    Such document shall specify, where appropriate, the period for which the powers have been given.

Art. 434.- Liability of directors.

The directors of an association shall be liable to the association in accordance with the rules relating to agency (Art 2179-2233).

Art. 435.- Exclusion from right to vote.

Notwithstanding any agreement to the contrary, directors may not vote in a general meeting called to approve their accounts or to decide on liabilities incurred by them.

Section 4. General Meeting

Art. 436.- Character of supreme organ.

(1)    The general meeting off the associates is the supreme organ of the association.
(2)    It shall decide on all matters concerning the association which do not fall within the jurisdiction of another organ.

Art . 437.- Appointment and control of directors.

(1)    Unless otherwise provided, the general meeting shall appoint the directors, control their activity and approve their accounts.
(2)    It may give directions regarding the management of the association.

Art. 438.- Dismissal of directors.

(1)    The general meeting may at any time dismiss the directors without prejudice to their right to the remuneration which has been agreed upon.
(2)    This right of dismissal may neither the restricted nor excluded where the directors are dismissed for good cause, in particular where they have committed a serious breach of duties or are unable to manage properly the affairs of the association.

Art 439.- Admission and expulsion of members.

(1)    The general meeting shall decide on the admission of new members or on the expulsion of members of the association.
(2)    The power to admit or to expel members may not be entrusted to the organs of management except under reservation of ratification by the general meeting.

Art. 440.- Amendment of statues.- 1. Principle.

(1)    Without prejudice to any other provision to the contrary, the general meeting may amend the memorandum of association or the statues of the association.
(2)    The power to amend the memorandum of association or the statues may not be conferred on any other person or  organ.

Art. 441.- 2. Restriction.

(1)    The unanimous consent of the associates shall be required where the decision to be taken aims at modifying the object of the association or at giving unequal rights to the associates.
(2)    Privileged rights may not be withdrawn from associates except with the consent of such associates.

Art. 442.- Convocation.- 1. Principle.

A general meeting shall be convened by the directors in the cases provided for in the memorandum of association or in the statues and, in cases of urgency, whenever it is in the interest of the association to do so.

Art. 443.- 2. Right of associates.

(1)    A general meeting shall be convened whenever such numbers of associates as is fixed by the statues asks for its convocation.
(2)    If the statues are silent in this regard, a general meeting shall be convened if one-fifth of the associates so require in writing and specify the purpose of the meeting.

Art. 444.- 3. Convocation by the court.

(1)    Where the board of management fails to convene the general meeting whenever it is bound to do so, the general meeting shall be convened by the court on the application of one or more associates.
(2)    In such a case, the court shall make the necessary provisions for the chairmanship of the meeting.

Art. 445.- 4. Procedure and time.

(1)    The procedure and time of the convocation of a general meeting shall be as provided by the memorandum of association or the statues,
(2)    Unless otherwise provided, they shall be fixed by the directors in a reasonable manner.

Art. 446.- Voting at meetings.

(1)    Decisions of the general meeting shall be taken by a majority of members who are present or represented.
(2)    A decision relating to a point not mentioned in the order of the day shall be of no effect.

Art. 447.- Equivalence.

A proposal which has been agreed to in writing by all the associates shall be deemed to amount to a decision of a general meeting.

Art. 448.- Nullity of decisions of a general meeting. -1. Action.

(1)    Notwithstanding any agreement to the contrary, every associate may appeal to the court against decisions of a general meeting to which he has not adhered and which are contrary to be law or the memorandum of association or the statues.
(2)    The right to appeal to the court  shall be barred if not exercised within one month from the day on which the associate knew of the decision.
(3)    An associate shall be deemed to know the decisions taken by a general meeting, where it has been convened without fraud and in accordance with the provisions of the memorandum of association, the statues or the law.

Art. 449.- 2. Authority of the judgment.

A judgment which declares the nullity of a decision  of a general meeting shall have effect with respect to all persons.

Art. 450.- Suspension of decisions.

The court may, on the application of one of the directors of the association or of the office of assignations, stay the execution of a decision the annulment of which is demanded.
Section 5. Rights and obligations of the Association

Art. 451.- Principle.

(1)    An association is an entity distinct from the persons of whom it is composed.
(2)    The rights and obligations of the association are not rights and obligations of its members.
(3)    The rights and obligations of the members of the association are not rights and obligation of the association.

Art. 452. Name.

(1)    The name of an association is protected in the same manner as that of a physical person (Art. 45  and 46)
(2)    Such protection shall not be granted by the law unless the statues of the association have been deposited in the office  of associations or the person who has violated the rights of the association has done so knowing what he was doing and in bad faith.

Art. 453.- Residence.

(1)    The association shall have its principal residence at the place where its head office is situate, in accordance with the memorandum of association or the statues.
(2)    It has secondary residence in any place where it has or occupies premises permanently.

Art. 454.- Capacity.- 1. Principle.

(1)    An association may perform all civil acts which are consistent with its nature.
(2)    It shall perform such acts through its organs of management.

Art. 455.- 2. Law suits.

(1)    An association may sue or be sued.
(2)    For this purpose, its shall be represented by such person or persons as are so authorized by the memorandum of association or he statues.
(3)    Correspondence may be addressed to and notices may be served on the association or its president without it being necessary to specify the organs qualified for receiving such correspondence or notices.

Art. 456.- Donations and legacies.

(1)    The office of associations may demand to be informed of any donation or legacy made to an  association where such donation or legacy exceeds a certain amount.
(2)    In such a case, the associating shall inform the office of associations within six months from the day on which it received the donating or legacy.

Art. 457.- Extra-contractual liability of the association.

(1)    An association shall be liable for the acts and omissions of its directors and servants, whenever such acts and omissions have taken place in the execution of the functions which it is their duty to perform and which entail liability.
(2)    An association shall be liable whenever it  enriches it self unlawfully.
(3)    The provisions of the Title of this Code relating to “Extra-contractual liability and unlawful enrichment” shall apply in the regard (Art 2027-2178).

Art. 458.- Surety for the debts of the association.

A director who has acted on behalf of an association shall stand joint and several surety for the association, by virtue of the law, whenever the association does not function in conformity with the statues deposited in the office of associations.

Section 6. Dissolution and liquidation
Of an association

Art. 459.- Dissolution.- 1. Statues.

An association shall be dissolved in such cases as are provided for in the memorandum of association or the statues.

Art. 460.- 2 General meeting.

Notwithstanding  any agreement to the contrary, the general meeting may at any time decide to dissolve the associations.

Art. 461.- 3. Court.

An association shall be dissolved by the court on the application of its board of management, or of one-fifth of the associates, or of the office of associations where:
(a)    as a result of the reduction of the number of associates or for any other cause, it is no longer possible to appoint the members of the board of management or to make the association unction in conformity with the memorandum of association the statues;
(b)    the object of the association has been attained or it has become impossible to attain it, or a long inactivity shows that the association has ceased to pursue that object;
(c)    the association pursues an object which is different to that which is determined by the memorandum of association or the statues;

Art. 462.- 4. Administrative decision.    

(1)    An association shall be dissolved by the office of associations where its object or activities are unlawful or contrary to morality.
(2)    An appeal form such decision may be made to the Ministry of Interior by any of the directors of the association within one month after it has been made known to the association.
(3)    The court may, pending the decision on the appeal stay the execution of the decision dissolving the association.

Art. 463.-  State of liquidation.    

(1)    An association shall be in a state of liquidation where it is dissolved in conformity with the law.
(2)    It continues to be deemed to have a personality until the end and for the requirements of such liquidation.

Art. 464.- Liquidators. – 1. Appointment.

(1)    Unless otherwise provided by the memorandum of association or the statues or ordered by the court, an association shall be liquidated by such persons as have been entrusted with its management.
(2)    In default of such persons, the association shall be liquidated by one or more liquidators, appointed by the court.

Art. 465.- 2. Powers.

(1)    The liquidator has the powers which operation to the board of management
(2)    He may not exercise his powers except for the requirements of the liquidation.
(3)    He may not undertake nay new transaction.

Art. 466.- 3. Liability.

(1)    The liquidator shall be liable to the association and to the creditors of the association, for the damage  which he causes, to them through any mistake which he may make in the exercise of his functions.
(2)    The question of his liability to the association may be raided by any of the associates who has exercised the functions of directors of the association during the five years preceding the institution of the action.

Art. 467.- Devolution of property.

(1)    The estate of an association which has been dissolved may in no case be partitioned among the associates.
(2)    In default of a provision in the memorandum of association or in the statues, and unless the general meeting validly destined it for another purpose, such estate shall become the property of the State.
(3)    The general meting may not decide on the destination of the property if the association is dissolved by the office  of associations.

Section 7. Control of associations

Art. 468.- Office of associations.

(1)    An office of associations shall be established in the capital of each province in connection with the governorate of such province.
(2)    The office shall exercise supervision over all associations acting within the province.

Art. 469.- Deposit of statues.

The office of associations shall upon the founders or the person managing associations, where appropriate, to draw up and to deposit statues for the association.

Art. 470.- Register of declared associations.

(1)    The office of associations shall keep in alphabetical order a register of the associations established in the province and which have been declared to it.
(2)    The directors of an association may appeal  to the court against a refusal of registration which is made to them by the office of associations.

Art. 471.- progressive number.

(1)    Every association entered in the register shall be given a progressive number which refers tot eh file which the office opens for the association.
(2)    Such progressive number shall appear on the statues and on all the documents making up the correspondence of the association with third parties.

Art . 472.- File of the association.

The file of each association entered in the register shall contain:
(a)    the name of the association together  with its progressive number; and
(b)    the statues of the association, and the amendments made to such statues, together with the date of such statues or amendment; and
(c)    the name of the directors of the association, or the persons empowered to represent it; and
(d)    an indication of the secondary residences which the association may have; and
(e)    the decision taken to dissolve the association and the names of the liquidators, where appropriate.

Art. 473.- General meetings.- 1. Convocation.

(1)    The office of associations shall be informed in due time whenever a general meeting of an association is held.
(2)    It may be represented by an observer at such general meeting.
(3)    It may prescribed any measure it thinks fit to ensure the good function of the general meeting as regards in particular the manner and times of convocation, the order of the day and the holding of the meeting.

Art. 474.- 2. Decisions.

The office of associations shall be  informed within the month following the holding of the general meeting of all the decisions taken by such the holding of the general meeting of all the decisions taken by such meeting which are to be entered in the fi9le of the association kept by the office.

Art. 475.- 3. Annulment of decisions.

(1) The office of associations may impugn before     the court such decisions of the general meeting as are contrary to the law or to the statues.
(2) The right to institute such action shall be barred where the action is not instituted within a month from the day when the office of associations has been informed of the decision taken.

Art. 476.- Amendments of statues.

(1)    Where statues have been amended, a copy of the amended statues shall be deposited with the office of associations, within the month following the approval of the amendment by the general meeting.
(2)    Such copy shall bear on the cover the words “Text as amended on
(3)    Amendments of the statues may not be set up against third parties, so long as they have not been declared to the office of associations unless it is proved that the third parties were aware of them.

Art. 477.- Directors of the association.

(1)    The name of the members of the board of management and of the persons empowered to represent the association shall be communicated to the office associations within the month which follows the appointment of such persons.
(2)    Every modification made to such list shall be communicated within the same period.

Art. 478.- Balance sheet.

(1)    The association shall communicate every years to the office of associations its balance sheet approved by the general meeting.
(2)    The Ministry of Interior may prescribe such rules as it thinks fit with a view to ensuring a good presentation and the truthfulness of such balance sheet.

Art. 479.- Ministry of Interior.

(1)    The Ministry of Interior may prescribe, within the framework of the existing laws, any other measures it thinks fit with a view to placing the offices of associations is a position to exercise an efficient control on the associations.
(2)    Such measures may differ according to the object, the importance and the duration of the association.
(3)    Particular measures may also be prescribed for the associations which have their head office in a foreign country, or which carry on an activity in a foreign country or the majority of whose members are foreigners, or which have a board of management in which one or more members are foreigners.

Art. 480.- Criminal sanctions.- 1. Declarations to the office.

The punishments laid down in the penal Code shall apply where:
(a)    the founders of an association have not deposited the statues thereof at the office of associations within the period provided by the law; or
(b)    the directors of an association have contravened the provisions of this Chapter relating to the declarations to be made to or documents to be deposited  in the office of associations.

Art. 481.- 2. Infringements of various provisions of the law.

    The punishments laid down in the Penal Code shall apply where:
(a)    the progressive number of an association has not appeared on the statues or on a document or correspondence with third person;
(b)    the statues of an association have communicated according to the law to an interested person on  a request of the latter.

Art. 482.- 3. Association declared illegal.

(1)    The directors of an association dissolved by the office of associations  who continue to carry on an activity in their said capacity shall be liable to the punishments laid down in the Penal Code.
(2)    The members of an association who have continued to take part in its activities being aware of its illegal character shall be liable to the punishments laid down in the Penal Code.

Chapter 3. Property with a specific destination
Section 1. Endowments

Art. 483.- Definition.

An act of endowment is an act whereby a person destines certain property irrevocably and perpetually to a specific object of general interest other than the securing of profits.

Art. 484.- Forums.

(1)    An endowment may be constituted either by a donation or by a will.
(2)    Its constitution shall be subject, as regards its form and its substance, to the rules relating to donations or wills.

Art. 485.- Administrative approval necessary.

(1)    An endowment shall not be definitively constituted unless it has been approved by the  Ministry of Interior.
(2)    Before making its decision, the Ministry of Interior may take where appropriate the advice of other ministries which have an interest in the endowment.

Art. 486.- Application for approval.-1.  During lifetime of founder.

The approval of the act of endowment may not be sought during the life time of the founder, except by the founder himself of his representative.

Art 487.- 2.After his death.

(1)    After the death of the founder, it shall be sought by the person to whom the founder has entrusted such task and who has accepted it.
(2)    In default of such person,  it shall be sought by those persons who have drawn up the act of endowment or who have been witnesses to it or who hold that act in deposit.
(3)    Where the person who are bound to seek the approval of the act fail to do so, the approval of the act of endowment may be sought, three months after the death of its author, by the public prosecutor or by any interested party.

Art. 488.- Revocation of act of endowment.

(1)    The author of an act of endowment may revoke it freely so long as he has not obtained the approval of such act by the Ministry of Interior.
(2)    The heirs of the founder may only exercise such right of revocation where the endowment has not been approved by the Ministry of Interior within two years from an application having been made to such Ministry with a view to obtaining its approval.

Art. 489.- Retroactivity of approval.

(1)    The administrative decision approving the endowment shall have retroactive effect from the day of the application for the approval if such application has been made by the founder.
(2)    It shall have retroactive effect from the day of the death of the founder if the approval has been sought after the death of the founder.
(3)    Such retroactivity may not, however, be prejudicial to those persons who, in good faith, have acquired rights on the property of the endowment before such endowment has been approved.

Art. 409.- Protection and control of endowment.

(1)    The act by which the endowment is approved shall determine the organism which is to be responsible for the protection and control of the endowment.
(2)    If no organism is designated for this purpose in that act, the protection and control of the endowment shall be ensured  by the office of associations of the province where the endowment has its seat.

Art. 491.- Statues of endowment, 1.- Role.

An endowments shall be governed  by statues, in conformity with which it shall be organized and administered.

Art. 492.- 2. Contents.

The statues shall mention in particular the name of the endowment, its object and the place where it has its seat,.

Art. 493.- 3. Drawing up.

(1)    The statues of an endowment may be drawn up by the founder.
(2)    Failing such, they shall be drawn up by the Ministry of Interior, or by the Organism  for protection and control  given to the endowment b such Ministry.

Art. 494.- Management.

(1)    The endowment shall be managed in conformity with its statues by one or more directors.
(2)    The provisions of this Title relating  to the directors of associations (Art. 428-435) shall apply tot the direction

Art. 495.- Committee of management.

(1)    A committee of management  constituted in terms of the statues of the endowment is the supreme organ of the endowment
(2)    The organism for the protection and control of the endowment shall be represented on such committee of management.

Art. 496.- Functions of committee of management.

(1)    The committee of management shall decided on all the affairs of the endowment which do not fall within the sphere of another organ.
(2)    In particular, it shall appoint and dismiss the directors, control their activity and approve their accounts.

Art. 497.- Amendments of statues. 1. Principle.

Amendments of the statues of the endowment, decided upon by the committee of management, shall be of no effect until they have been approved by the organism for the protection and control of the endowment.

Art. 498.- 2. Prohibition By founder.

(1)    The author of the act of endowment may, by an explicit provision, prohibit certain amendments of the statues of the endowment.
(2)    The person appointed by him or the heirs of the founder may apply to the court to declare that the endowment has lapsed, if the statues are amended against the will of the founder thus expressed.
(3)    The right provided in sub-art. (2) may no longer be exercised it three years have elapsed since the date of the amendments of the statues or thirty years since the death of the founder.

Art. 499.- Meetings of committee.

(1)    The committee of management shall meet on such dates as are fixed by the statues.
(2)    It is convened by the directors in urgent cases whenever the interest of the endowment requires it.

Art. 500.-  Decisions of committee.

(1)    The decisions of the committee of management shall be taken by an absolute majority.
(2)    The organisms for the protection and control of the endowment may apply to the court to declare the annulment of such decisions or to stay their execution.

Art. 501.- Rights and obligations of endowment.

(1)    The provisions of this Title relating to the name, residence and capacity of associations shall apply to endowments (Art. 452-457).
(2)    An endowment may accept donations or legacies with the authorization of the organism for its protection and control.

Art. 502.- Rights of beneficiaries of endowment.

(1)    The persons in whose favour the endowment is constituted may take legal action to enforce their rights against the endowment.
(2)    If the persons interested are not sufficiently determined  by the statues, the directors of the endowment shall determine them according to their equitable discretion.

Art. 503.- Termination of endowment.. -1. Statues.

    The endowment shall terminate in such cases as are determined by the statues.

Art. 504.- 2. Other cases.

The  endowment is declared terminated by the court on the application of the organism for its protection and control or the public prosecutor where;
(a)    its object has been attained or its has become impossible to be attained;
(b)    such object has become illicit or contrary to morality;
(c)    the endowment pursues and object which is different to that determined by the statues;
(d)    the endowment has become insolvent.

Art. 505.- Amalgamation of several endowments.

(1)    The court may on the application of the Ministry  of Interior authorize the amalgamation of two or more  endowments with a view to coordinating their activities, if such amalgamation is describable in the general interest.
(2)    The application tot his effect nay be made to the court by the organism for the protection and control, if such organism is common to the interested endowments.
(3)    New statues shall be given to the new endowment which is thus formed.

Art 506.- Liquidation and control.

(1)    The provisions of this Title relating to the liquidation of associations shall apply to the liquidation of endowments (Art463.-467)
(2)    The provisions of this Title relating to the control of associations shall apply to the control of endowments (Art. 468-482).
(3)    The functions exercised by the office of associations shall be exercised by the organism for the protection and control of the endowment where such an organism has been established.

Section 2. Committees

Art. 507.- Need of authorization.

(1)    Committees having the object of collecting money or other property in aid of public collections, fairs or activities of the  same nature, in favour of a specific philanthropic work or work of general interest, may not exercise their activity unless they have been authorized in that behalf by the Ministry of Interior, where such activity is to be carried out on a national scale, or by the governor of the province concerned, where such activity is to be carried out on a provincial or local scale.
(2)    Whosever organizes public collections or solicits donations or funds from the public without having received such authorization, shall be liable to the punishments laid down in the Penal Code.

Art. 508.- organization of Committee.

(1)    The decisions granting the authorization shall specify the persons who constitute the committee.
(2)    It shall specify the purpose and the seat of the committee and the time within which it has to achieve its purpose.
(3)    It shall determine where appropriate the manner in which the action of the committee may be exercised and prescribed such measures as are necessary to control the amount and the use of the monies collected by the committee.

Art. 509.- Donations and subscriptions.    

(1)    The committee may receive donations and subscriptions.
(2)    The president of the committee may take action against subscribers for the purpose of attaining the fulfillment of their promises.

Art. 510.- Liability of members.

(1)    The members of a committee shall be personally and jointly and severally liable for its activities and is management.
(2)    Any donor or subscriber or the public prosecutor may raise the question of their liability.

Art. 511.- Termination of committee.

A committee shall cease to exist upon the expiry of the prescribed time or when it has achieved its purpose or when it has itself decided to dissolve.

Art. 512.- Dissolution of committee.

A committee may be dissolved by the authority which authorized it to carry out its activities where:
(a) it deviates from its purpose;
(b) the achievement of its purpose has become impossible or it has be come clear in any manner that it has been abandoned.

Art. 513.-  Liquidation.- 1. Insufficient  property.

(1)    Where the property collected by the committee is insufficient to attain the object which the committee proposed to achieve, or where that object comes to appear impossible, such property shall have the destination prescribed by the decision which has authorized the committee.
(2)    In default of a provision to that effect, the property shall be placed at the disposal of the administration which shall destine it for some work of charity.
(3)    The persons who have given property to the committee may not take it back unless the have expressly reserved the right to do so.

Art. 514.- 2. Balance.

(1)    Where the property collected by the committee amounts to more than is necessary for the attainment of the proposed purpose, the balance shall have the destination prescribed by the decision authorizing  the committee.
(2)    In default of a provision to that effect, it shall be placed at the disposal of the administration which shall destine it for some work of charity.
(3)    The persons who have given property to the committee may not take it back.

Art. 515.- Change into an endowment.

(1)    Where under the statues the property colleted by the committee is to be destined to a specific lasting object, an endowment shall be constituted for the attainment of such object.
(2)    The rules relating to endowments shall apply in such case (Art. 483-506).

Section 3. Trusts

Art. 516.- Definition.

A  trust an institution by virtue of which specific property is constituted in an autonomous entity to be administered by a person, the trustee, in accordance with the instructions given the person constituting the trust.

Art. 517.- Form.

(1)    A trust may be constituted by a donation “inter vivos” or by a will.
(2)    Its constitution shall be subject, as regards the form and substance, to the urles relating to donations or wills.
(3)    An express provision in the donation or will is necessary for the constitution of the torts.

Art. 518.- Beneficiary of trust.

A trust may be constituted for the benefit of nay person, action or idea, provide it does not offend public or morals.

Art. 519.- Number of trustees.

(1)    The trust may be administered by one or more trustees, but the number of trustees may not exceed four.
(2)     Where more than four trustees have been appointed, the first four alone shall exercise such functions.
(3)    The other persons designated as trustees shall replace in the order in which they are designated the trustees, where they refuse to exercise their functions, die, or are incapacitated.

Art. 520.- Appointment of trustee.

(1)    The trustee may be appointed by the person constituting the trust, or by the person designated by him, or, in default of such person, by the court.
(2)    Where the trustee so appointed refuses his office, dies or is incapacitated, a new trustee shall be appointed by the person on whom such power has been conferred by the person constituting the torts, or in default of any such person, by the court.

Art. 521.- Resignation of trustee.

(1)    A trustee may resign his office if he has a good reason to do so, or if he has exercised his functions for then years.
(2)    He shall remain liable for the administration of the trust until such labiality passes to another trustee appointed either before or after his resignation.

Art. 522.- Dismissal of trustee.

The court may, on the application of the person constituting the trust or of a person designated by him, or of one of the trustees or of a beneficiary of the trust, revoke the appointment of a trustee, if there is a just reason for so doing, and replace such trustee by a new trustee whom it shall appoint.

Art. 523.- Proof of trusteeship.

(1)    A trustee may obtain from the court a document showing his capacity and his powers.
(2)    Such document shall specify where appropriate the period for which the powers  have been granted to him.

Art. 524.- Several trustees.

(1)    Where three are several trustees, the decisions relating to the administration of the trust shall be taken, without prejudice to any provision to the contrary, by agreement between them.
(2)    In case of disagreement, the opinion of the majority shall prevail
(3)    Those who are not in favour of a decision taken by the majority may require that their dissenting opinion be recorded in a minute.

Art. 525.- Administration of trust.

(1)    The trustee shall administer the trust like a prudent and cautious businessman.
(2)    He shall avoid mixing the property forming the object of the trust with his own property.

Art. 526.-  Judicial representation of trust.

(1)    The trustee shall represent the trust in judicial proceedings.
(2)    He is sued in his capacity as trustee by those person who claim to have an interest on the property constituted in trust.

Art. 527.- Power of trustee.

(1)    The powers of the trustee on the property which form the object of the trust are those of an owner.
(2)    He may not, however, alienate immovable property except with the authorization of the  court, without prejudice to any provision to the contrary in the act of constitution of the trust.
Art. 528.- Directions of person constituting  the trust.- 1. Principle.
(1)    The trustee shall conform with the express instructions which  he has received from the person constituting the trust.
(2)    Where the interest of the beneficiary of the trust so requires, the trustee may and shall obtain an authorization from the court to depart from such instructions.

Art. 529.- 2. Sanction

(1). The provisions whereby the act of constitution of a trust limit the powers of the trustee, or regulates the manner in which such powers must be exercised, may not be set up against third parties unless it is proved that such third parties where or should have been aware of such provisions.
(2)      They have as their only sanction the liability of the trustee who has infringed them.
(3) The court may relieve in whole or in part the trustee from such labiality where it is of opinion that the trustee has in good faith acted or believed to act in the interest of the trust and that such belief was reasonable.

Art. 530. Replacement of property.

    The property acquired by the trustee in substation for property alienated by him or with the income of the property which forms the object of the trust shall replace or form an addition to the latter property.

Art. 531.- No personal benefit.

The trustee may not draw any personal benefit from the trust, apart from the advantages which are expressly granted to him by the act of constitution of the trust.

Art. 532.- Indemnity.

The trustee is entitled to be indemnified for all the expenses and obligations arising out of the administration of the trust.

Art. 533.- Liability of trustee.

The trustee shall be liable for the good management of the trust, in accordance with the provisions relating to agency, to the beneficiaries of the trust and to the persons who are to receive the property at he termination of the trust.

Art. 534.- Rendering of accounts.-1. To whom it is made.

(1)    The trustee shall render an account of this administration and of the actual state of the property forming the object of the trust, to the person appointed in the act of constitution of the trust.
(2)    In default of such person, he shall render an account to any person who has an interest therein in accordance with the act of constitution of the trust or to the person who replaces him in the office of trustee.

Art. 535.-  2. When.

(1)    Unless otherwise prescribed by the act of constitution of the trust, such rendering of accounts shall take place every year during the month determined by the trustee at the beginning of his management.
(2)    The court may for good cause authorize an interested party to ask for the accounts at an intermediate time, or authorize the trustee to retard or modify the date fixed for the rendering of the accounts.

Art. 536.- Creditors of trustee.

The creditors of the trustee have no right whatsoever on the property forming the object of the trust.

Art. 537.- Creditors of the trust.

(1)    Those persons with whom the trustee has entered into an agreement relating to the property constituted in trust may enforce their right on all the property forming the object of the trust.
(2)    The trustee shall not be liable to them unless he has expressly bound himself or in accordance with the provisions of the Titles relating to “Representation” of the Code (Art. 2179-2198)

Art. 538.- Rights of beneficiary. -1. In relation to the trustee.

(1)    The beneficiary may claim from the trustee the making over of the profits which, according to the act of constitution of the trust, are to accrue in his favour.
(2)    Where his rights are jeopardized, he may apply to the court t dismiss the trustee or to compel him to give appropriate guarantees.

Art. 539.- 2. On the property of the trust.

(1)    The beneficiary of the trust has no right to dispose of or to administer the property forming the object of the trust.
(2)    In relation to such property, he may only do those acts which preserve his rights, such has the interruption of a prescription.
(3)    He may also make publications with a view to informing third parties or certain third parties of the fact that certain property form the object of the trust.

Art. 540.- Creditors of beneficiary.-1. Principle.

(1)    The person constituting a trust may declare that he income of the trust shall not be attached in the hands of the trustee by the creditors of the beneficiary of the trust.
(2)    Where the income has been declared not liable to attachment it may not even be validly transferred or subjected to obligations b the beneficiary of the trust.

Art. 541.-  2. Power of the court.

The court may, however, on the application of the beneficiary of the trust or of one of his creditors, authorize the attachment or the assignment of the income in the cases provide in Article 540, if such is brought forward is in relation to a criminal offence or to a  fraud for which the beneficiary of the trust is responsible.

Art. 542.- Termination of the trust. -1. Normal case.

A trust shall terminate on the expiry of the period fixed by the person constituting the trust.

Art. 543.- 2.Power of the court.

(1)    The court  may at any time on the application of the beneficiary of the trust, declare the termination of the trust where it thinks fit in the circumstances of the cases.
(2)    The trustee shall be heard during the proceedings.
(3)    The person constituting the trust may, by an express provision prohibit that this power be made use of.

Art. 544.- Liquidation of the trust.

At the termination of the trust, the property which formed its object, together with the documents which are required to prove the ownership of such property and so justify the administration of the trustee, shall be handed over by the trustee to the persons who are entitled to it in terms of the act of constitution of the trust.

Chapter 4. Foreign bodies corporate and property with a specific destination

Art. 545.- Bodies corporate.

(1)    Bodies corporate whose had office is situate in a foreign country and which wish to carry out activities in Ethiopian shall apply for an authorization to the office of associations in Addis Ababa. A copy of the articles of associations shall be attached to the application.
(2)    The office of associations may refuse to grant the authorization applied for where the proposed activities are country to the law or morals. The office of associations may, before making its decision, consult the Ministry concerned with the proposed  activities.
(3)    No foreign body corporate may carry out activities nor recruit members in Ethiopia for  so long as the authorization has not been granted by the office of associations.

Art. 546.-  Property with a specific destination.

(1)    Endowments, trusts and committees constituted in a foreign country may not carry out any activity in Ethiopia for so long as they have not been granted the necessary approval by the Ministry of Interior.
(2)    The Ministry of Interior may refuse its approval where the proposed activity is contrary to the law or morals. The Ministry of Interior may, before making its decision, consult the Ministry concerned with the proposed activity.

Act. 547.- Effect of authorization or approval.

(1)    Bodies  corporate which have been granted the authorization specified  in Art3 545 and endowments, trusts or committees approved under Art. 546. shall be fully assimilated as regards the enjoyment and exercise of civil rights, to bodies corporate, endowments, trusts or committees established in Ethiopia.
(2)    They shall be deemed to enjoy such nationality as is recognized to them in State where their head office is situate.

Art.548- Restriction

1.The carrying out of regular activities in Ethiopia by foreign bodies corporate, endowments,  trusts or committees or certain classes of the same way be prohib-
ited or regulated by the Minstry of Inferior.
2.The restrictions imposed upon foreign physical persons with regard to ownership of immovable property in Ethiopia shall apply to foreign bodies corporate, endowments, trusts and committees.

Art.549-Revocation of authorization or approval.

1.Any authorization granted under Art.545 and any approval given under Art.546 may at any time be revoked for good cause by the office of associations or the Minstry of Interior, as the case may be.

2.An application to set aside such decision may be made to the court by any of the directors of the body corporate, endowment or committee concerned or any of the trustees within one month from the day on which he was informed of the revocation.

3.The court may stay the execution of the order of revocation until the application decided on.