Articles of association
SECTION ONE. GENERAL PROVISIONS
Article 1.- Name and nature.
Pursuant to the right recognised in article 34.1 of the Spanish Constitution and in accordance with article 27-26° of the Statute of Autonomy for Galicia, the non-profit foundation "FUNDACIÓN AMANCIO ORTEGA GAONA" is incorporated and its assets are allocated for the foreseeable future to achieving the Institution's general interest goals.
Article 2.- Personality and capacity.
Once it is registered with the Register of Foundations of Galician Interest, the Foundation incorporated has its own legal personality and full capacity to act, subject to the provisions of the legal code.
Article 3.- Legal conditions.
The Foundation shall be governed by the will of the Founder, as laid down in these Statutes and the founding deed, by the Galician regulations on Foundations of Galician Interest, and as applicable, by the Spanish regulations on Foundations and Fiscal Incentives for Private Participation in Activities of General Interest.
Article 4.- Address for service.
- The address for service of the Foundation will be located at Cantón Grande n° 4, 15003 - A Coruña.
- The Board may change the address, informing the Protectorate of Foundations immediately, as stipulated in the regulations on foundations.
Article 5.- Scope of action.
The geographical scope in which the Foundation will carry out its activities is not limited to the Autonomous Community of Galicia, but covers the whole of the Spanish State and other countries.
SECTION TWO. OBJECT OF THE FOUNDATION
Article 6.- Object and purpose.
- The generic object of the "FUNDACIÓN AMANCIO ORTEGA GAONA” is to promote, encourage, develop, execute and finance all kinds of activities that contribute to disseminating and spreading culture, education, research, social and assistance campaigns and any form of science.
- To achieve this object, the Foundation may carry out the following activities:
- Research and study of all sciences and arts, in both speculative and applied technical phases.
- Research and promotion of any resources that contribute to improving vocational, professional and in-company training for the development of industry and commerce, and to promote new business ideas.
- Research and promotion of new technologies and the application thereof in industry and commerce.
- Cooperation with any person, organisation and institutions that stand out due to their contribution to achieving the goals of the foundation.
- Granting scholarships, grants and any other similar financial aid to promote studies and activities connected to the object of the foundation, in particular to persons, organisations and institutions with insufficient financial resources but with outstanding intellectual gifts.
- Awarding prizes to persons, organisations and institutions that are outstanding in the culture and science worlds.
- Organising courses, lectures, conferences, study and research sessions and other similar events about matters connected to the foundation's object.
- Publishing and divulging all types of publications connected to fulfilling the foundation's object.
- Any other means that enable the foundation to better achieve its goals, considering that the Board, in view of the circumstances of each time, place and location, has full freedom of choice within the goals and interests of the foundation to organise the specified activities or others that are directly or indirectly related to the principles and spirit on which the foundation is inspired.
- The above list of the foundation's activities is not only not exhaustive but does not include an obligation to organise all of them and does not establish any order of priority between them.
SECTION THREE. BASIC RULES FOR USING RESOURCES TO MEET THE FOUNDATION'S GOALS AND DETERMINE BENEFICIARIES
Article 7.- Use of earnings and revenues.
In accordance with the limits laid down by the applicable legislation at any time, the Board will determine the percentage of earnings or any other net income of the Foundation used to achieve the foundation's goals; the rest will be allocated, minus administration costs, to increasing the foundation's reserves.
Article 8.- Selection of beneficiaries.
- Any natural or legal persons, whether Spanish or another nationality, can be beneficiaries of the Foundation.
- The Foundation will give sufficient public information about its goals and activities, to make them known to potential beneficiaries and other interested parties.
- Beneficiaries will be nominated by the Board, or the party delegated by the Board, assessing the combination in each potential beneficiary of the principles of merit and skills, using impartiality, objectivity and non-discrimination criteria.
- No party may claim entitlement to any of the Foundation's benefits individually or collectively, or require that they be awarded to specific persons.
SECTION FOUR. GOVERNANCE OF THE FOUNDATION
Article 9.- Nature of the Board.
The Board is the governing and representative body of the Foundation and will carry out its duties subject to the provisions of the legal code and these Statutes.
Article 10.- Composition of the Board and duration of the mandate.
- The Board will be made up of a minimum of five members.
- The founder will be an ex-officio lifelong member of the Board and may appoint other members, whether for life or a specific term.
- Any other persons appointed to join the Board will be elected members and hold their mandate for a period of five years, with the possibility of re-election.
- The first Board will begin to perform its duties from the moment its members accept their positions; they may be appointed for a period shorter than five years so that renewal of the body by half will take three years after its creation.
Article 11.- Appointment of new board member and substitution.
- Without prejudice to the Founder's power as recognised in the previous article, the Board will appoint successive members on proposal of the Chair or two thirds of its members, by means of an agreement adopted with the favourable vote of two thirds of attendees provided that this also means an absolute majority of the number of Board members.
- When a vacancy occurs, the Board will meet within a maximum period of thirty days to appoint the person to fill it or to remove the vacancy, which will require an agreement adopted with the quorum stipulated in the previous section.
Article 12.- Dismissal, suspension and resignation of members.
- Foundation board members can be dismissed and suspended for the causes laid down in the regulations on foundations. The Founder or the Board, by means of an agreement adopted with the favourable vote of two thirds of attendees, provided that this also means an absolute majority of the number of Board members, may agree to suspend or dismiss elected members without the need to invoke any reason other than the Foundation's interests.
- Resignation will be effective as soon as it is notified to the Board, and must take place in the form stipulated for acceptance of the position of Board member.
Article 13.- Organisation of the Board.
The positions of Chair and Secretary are essential on the Board; there may also be one or more Deputy Chairs and a Deputy Secretary.
Article 14.- Chair.
- The Chair of the Board has the highest powers to represent the Foundation and carry out the tasks recognised by the regulations on foundations, and in particular the following:
- Convene Board meetings.
- Chair meetings and oversee the discussions, granting or denying use of the vote and deciding on split votes.
- Execute or order execution of agreements; to do so they can carry out any action and sign any public or private documents necessary for such purpose.
- Holds institutional representation of the Foundation before all kinds of persons, entities, authorities, organisations and public authorities.
- In general, they manage the Foundation, adopting any measures they consider relevant so that they can meet the goals assigned.
- Any other power recognised in these Statutes.
- The founder will chair the Foundation for life; they can appoint their successor, where applicable also for life, by public deed or any form of making a will and testament. Unless stipulated otherwise on appointment, Chairs appointed for life will have the same power to appoint their successor, where applicable also for life, by public deed or any form of making a will. If the founder or successive lifelong Chairs of the Board resign from the position, they can remain Board members for life or the term for which they were appointed.
- If the stipulation contained in the section above is not fulfilled and the Chair dies without having appointed a successor, the Board will meet within a maximum period of thirty days and will appoint a new Chair by means of an agreement adopted with the favourable vote of two thirds of attendees, provided that this also means an absolute majority of the number of Board members.
Article 15.- Deputy Chairs.
- One or more Deputy Chairs may be appointed (using ordinal numbers).
- Deputy Chairs are persons nominated, where applicable, by the founder, or failing this by the Board from among its members by means of an agreement adopted with the favourable vote of two thirds of attendees, provided that this also means an absolute majority of the number of Board members.
- The Deputy Chairs, in numerical order, or failing this the oldest member of the Board, will carry out the duties of Chair if the position is vacant or its holder is absent or ill, and any other duties determined by the Board. If the Chair dies without having appointed a successor as stipulated in article 14, and until the position is filled, the Deputy Chair next in order will take over as Chair of the Board.
Article 16.- Secretary.
- The Secretary may or may not be a Board member, in the latter case having a voice but not vote, and will be nominated, where applicable, by the founder, or failing this by the Board by means of an agreement adopted with the favourable vote of two thirds of attendees, provided that this also means an absolute majority of the number of Board members.
- The Secretary is responsible for looking after the documentation belonging to the Foundation, drawing up the minutes of Board meetings, issuing the certificates and reports necessary and the other duties specified in these Statutes or expressly delegated to them.
Article 17.- Deputy Secretary.
- The Deputy Secretary may or may not be a Board member, in the latter case with a voice but not vote, and will be designated, where applicable, by the founder, or failing this by the Board by means of an agreement adopted with the favourable vote of two thirds of attendees, provided that it also means an absolute majority of the number of Board members.
- The Deputy Secretary is responsible for providing support to the Secretary, replacing them in the event of illness, absence or a vacancy in the post, and carrying out the duties specified in these Statutes or expressly delegated to them.
Article 18.- Managing Director.
The Managing Director, appointed by the Board, is responsible for management and administration of the Foundation; the Board will grant them sufficient powers to carry out the duties of the position.
Article 19.- Powers of the Board.
- The Board, as governing and representative body of the Foundation, is responsible for achieving the Foundation's goals and managing the property and rights making up the Foundation's assets, ensuring these continue to provide returns and utility in full, in the terms laid down by the regulations on foundations.
- The actions of the Board must be in line the will of the founder as stipulated in these Statutes and with the provisions of the legislation in force.
- In carrying out such duties, in addition to the stipulations of other articles of these Statutes and without prejudice to, where applicable, sending mandatory communications and authorisation requests to the Protectorate, for information purposes it the following powers:
- Management, disposal and encumbrance of the property and rights making up the assets of the Foundation, guaranteeing the effective use of the assets and its income for the foundation's goals.
- Careful oversight, vigilance and guidance of the work of the Foundation, drawing up management plans and regular action programmes for it.
- Incorporation and nomination of one or more special or advisory committees, with the composition and powers they see fit.
- Interpretation, development and where applicable amendment of these Statutes, in accordance with legally established procedure and in all cases striving to comply with the purpose of the foundation as far as possible.
- Approving any good governance codes and internal regulations they see fit, including the code of conduct for making temporary financial investments.
- Drawing up and approving the budgetary, financial and accounting documents required by the legislation in force and submission to the Protectorate within the regulatory deadlines.
- Appointment, dismissal and remuneration of management, technical, administrative and entry level personnel of the Foundation, determining their rights, responsibilities and obligations and using disciplinary powers.
- Determining the general criteria for distribution and use of the funds available for the purposes of the Foundation.
- Setting and awarding the foundation's work and selection of the specific beneficiaries.
- Exercising the Foundation's political and economic rights as holder of shares, holdings and other securities belonging to it and, in this sense, supporting, deliberating and voting in the direction most favourable to fulfilling the foundation's intention, by means of the representation agreed in the General Meetings and other bodies of the respective companies or issuing institutions, making use of the legal powers assigned to the respective holder, agreeing, executing and signing the deeds, contracts, conventions, proposals and documents they see fit.
- Representing the Foundation and, as a consequence, appearing and acting in its name before all kinds of persons, authorities, organisations and public authorities, making claims, initiating and following up cases and lodging claims and appeals, and also before all kinds of courts and tribunals in any jurisdiction, both actively and passively, bringing all kinds of claims, legal actions, motions and appeals, or withdrawing from them, either directly or by means of lawyers to whom the appropriate powers may be given; settle and submit to arbitration the judicial and extra-judicial interests of the Foundation.
- Carrying out all kinds of actions and operations involved in the economic and financial management of the Foundation, including: opening and closing current, credit and savings or deposit accounts in any credit and savings institution as permitted by the legislation and banking practice. Giving and receiving money as a loan or credit, issuing, accepting, endorsing, stopping and challenging bills of exchange and other transfer documents; in general, claiming and making payments and charges of any amount and determining the investment of the Foundation's available funds; constituting security deposits and guarantees by means of guarantor or any other means accepted by the law.
- Delegating its powers to one or more of its members, except those which cannot be delegated under law, and appointment of general or special proxies, and modification or cancellation of the delegations and proxies granted. In all cases nomination of the board member or members necessary for execution of the agreements adopted.
- Execution and signature of all public and private documents required to exercise any of the above powers.
- In no case do the powers listed above entail any limitation or substitution of the powers attributed to the Protectorate under the regulations on foundations, especially in terms of the mandatory authorisations to which the Foundation expressly agrees to be subject.
Article 20.- Convening and quorum of Board meetings.
- The Board will meet at least twice a year and as many times as required in the interest of the Foundation, when convened by the Chair, at the initiative of the Chair or at the request of half plus one of its members. The meeting may be held in any location in Spain or abroad.
- The invitation will contain the agenda and the location, date and time the meeting is held and will be sent in writing to each member with at least three working days' notice prior to the date it is held. In urgent situations expressly stated in the invitation this time period may be reduced.
- Notwithstanding the paragraph above, prior notice will not be required and the Board will be validly constituted to handle any matter when all members are present and unanimously agree to hold the meeting and on the corresponding agenda.
Article 21.- Form of deliberation and adoption of agreements.
- Board meetings will be deemed to be validly constituted when at least half plus one of its members are present or represented, as stipulated by the law.
- Except in circumstances in which the regulations on foundations or these statutes require a qualified quorum, agreements shall be adopted by majority of attendees, and in the event of a split vote the chair will have the casting vote.
- Substantial deliberations of Board meetings and the agreements adopted will be recorded in minutes drawn up in the corresponding ledger and signed by those who have acted as Chair and Secretary.
- The minutes may be approved in the same Board meeting or at the next one. Certifications of said minutes and the agreements of the Board will be issued by the Secretary with the approval of the Chair or, as applicable, by those substituting them.
- If the Board does not designate which of its members are to execute its agreements, the Chair will be deemed to be responsible for executing them.
- The Secretary and the Deputy Secretary, even if not Board members, will have the power to make the Board's agreements public
Article 22.- Liability and non-remuneration of the position of Board member.
- Among others, the Board members have the obligations of ensuring that the Foundation's goals are met, attending meetings to which they are invited, holding the position with the diligence of a faithful representative, keeping in good state of maintenance and production the assets of the Foundation and in their actions complying with the stipulations of the legal provisions in force and of these Statutes.
- Board members will be jointly and severally liable to the Foundation for loss and damage they cause by acts against the Law or the Statutes or those carried out without the due diligence required of the position. Those who voted against the agreement and who can prove that they were not involved in adopting or executing them, were not aware of their existence or were aware but did everything possible to avoid the damage, or at least expressly objected to such, are exempted from liability.
- Board members will hold their position without consideration and cannot receive remuneration for performing their duties, without prejudice to their right to be reimbursed for duly justified costs incurred in performing their duties.
SECTION FIVE. ECONOMIC CONDITIONS
Article 23.- Foundation's assets.
- The foundation's assets may be made up of all kinds of property and rights subject to economic valuation, located in any part of Spain or abroad. Acquiring, administering and disposing of these assets is the responsibility of the Board in accordance with these Statutes and subject to the provisions of the regulations on foundations.
- All property and rights of the foundation must be listed in its name, shown in its inventories and those requiring registration, be entered in the corresponding registers, in all cases recording the data and circumstances required for identification and description. Public funds and securities will be deposited in the name of the Foundation at the financial institutions designated by the Board.
Article 24.- Criteria for managing the foundation's assets.
- The Board can acquire property both with and without consideration, with no limitations other than as stipulated in the regulations on foundations and in these Statutes. In particular, the Foundation's cash can be invested in the property and rights agreed by the Board.
- The Board can dispose of the foundation's property without consideration, exclusively to directly achieve the foundation's goals and following an agreement adopted with the favourable vote of two thirds of attendees, provided that this also means an absolute majority of the number of Board members.
- The Foundation's fixed assets may be permanently disposed of to directly achieve its goals with the agreement of the Board adopted with the majority stipulated in the paragraph above.
- The foundation's assets will be managed appropriately to obtain the returns in order to make the investments needed to fulfil the foundation's intention, attempting to maintain the integrity of the initial assets and successive contributions.
- At any time and as often as necessary, according to the current economic circumstances, the Board may make the modifications it considers necessary or fit to the investments of the foundation's assets, if the requirements applicable in each case are met.
- In particular, when the institutions holding securities that make up the foundation's assets increase their share capital, awarding their investors preferential subscription rights, in order to maintain the integrity and real value of its assets the Foundation will subscribe the securities representing the increase, unless there are exceptional causes expressly stated in a Board agreement adopted with the favourable vote of two thirds of the members present, provided that this also means an absolute majority of the number of members.
Article 25.- Assigning the foundation's assets.
- The property and assets making up the assets, and the income they produce in the percentage established by the legislation in force, will be allocated and assigned directly and immediately, without the involvement of any person, authority or organisation, to attaining the Foundation's goals.
- Assigning the foundation's assets to attaining its goals is joint and indivisible in nature, without allocation of parts or shares, equal or unequal, of the foundation's assets and income to each of them. Consequently, the foundation cannot be forced to divide or distribute its assets or income among the different objectives it is pursuing, or apply them to one or more specific objectives.
Article 26.- Financing.
To carry out its activities, the Foundation will be financed with resources from:
- The foundation's endowment and contributions made.
- The returns on its assets.
- The product of the sale of its assets.
- The sums that it may receive for the activities and services provided to its beneficiaries, in the form and with the requirements and limitations laid down in the regulations on foundations.
- Donations, inheritances, legacies and any other gift it receives, whether from living persons or upon death.
- Aid and grants of any kind it may receive.
- Any other property or rights and, in general, any other resources the Foundation may obtain as holder of the assets in accordance with the legal code.
Article 27.- Economic-Financial Management.
- The Foundation's economic-financial management will comply with the general principles and criteria laid down in the applicable legislation and be adjusted strictly according to the regulations in force on foundations.
- Consequently, the Foundation will keep the ledgers that are compulsory and those it sees fit for the order and correct organisation of its activities, and for appropriate oversight of its accounts, so that this documentation at all times clearly and accurately reflects the economic, financial and asset situation of the Foundation, the organisation of its activities and the degree to which it meets the foundation's goals.
Article 28.- Plan of action and annual financial statements.
- The Board will draw up and submit to the Protectorate, in the last three months of each financial year, a plan of action reflecting the objectives, the activities it plans to carry out during the following financial year, projected income and expenses calculated and an explanatory report of the abovementioned plan of action.
- At the end of each financial year, the annual financial statements will be drawn up by the Managing Director and approved by the Board within the time period set by the regulations in force on foundations.
- In all cases, the documentation cited will be drawn up subject to the provisions of the regulations on foundations and submitted to the Protectorate when said regulations so require and during the time period set therein.
- Where applicable, the Foundation's financial statements will be submitted to audit in the circumstances and at the frequency specified by the regulations in force.
Article 29.- Financial year.
- The Foundation's financial year will begin on 1 January and end on 31 December each year.
SECTION SIX. AMENDMENT, MERGER, DEMERGER AND EXTINGUISHMENT
Article 30.- Amendment of the statutes. Merger and demerger of the foundation.
- Amendment of the statutes will require, in addition to compliance with the requirements set forth in the regulations in force on foundations, agreement of the Board adopted with the favourable vote of the Chair, while the Chair is the Founder, and of two thirds of attendees, provided that this also means an absolute majority of the number of its members.
- Merger and demerger of the Foundation, in addition to meeting the requirements set forth in the regulations in force on foundations, will require the following:
- Documentation sufficiently proving that the merger or demerger is appropriate to better fulfil the intention of the founder and meet the foundation's goals.
- Agreement of the Board adopted with the favourable vote of the Chair, while the Chair is the Founder, and of two thirds of attendees, provided that this also means an absolute majority of the number of its members.
Article 31.- Extinguishment.
The Foundation will be extinguished for the causes and on meeting the requirements set forth in the regulations in force on foundations. The agreement of the Board must be adopted, in all cases, with the favourable vote of the Chair, while the Chair is the Founder, and of two thirds of attendees, provided that it also means an absolute majority of the number of its members.
Article 32.- Liquidation and awarding of the assets.
In the event of extinguishment of the Foundation, the foundation's property will be used for the purpose determined by the Board in accordance with the regulations in force on foundations. The institutions receiving the property must be some of those specified in article 3.6º, paragraph one, of Law 49/2002.