Name and nature
Under the right established in article 34.1 of the Spanish Constitution and in accordance with article 27-26 of the Autonomy Statute of Galicia, the "AMANCIO ORTEGA GAONA FOUNDATION", is constituted, as a non-profit body, whose assets are and will be employed for the benefit of the general public within the scope of the Institution.
Personality and legal capacity
The constituted Foundation, once registered in the Registry Office of Galician Interest Foundations, has its own legal personality and full capacity to act, in compliance with the law and regulations.
The Foundation will be governed according to the will of the Founder, stated in these Articles and in the founding deed, by the regulations of Galicia on Galician Interest Foundations and, when applicable, by the national regulations on Foundations and Tax Incentives for Activities of General Interest.
- The Foundation’s registered office resides at Avenida de la Diputación, Arteixo, A Coruña
- The Board of Trustees may change the registered office, informing the Protectorate immediately, in accordance with the regulations on foundations.
Scope of Action
The territorial scope in which the Foundation will carry out its activities is not limited to the Autonomous Community of Galicia but also to all the Spanish State and abroad.
- The "AMANCIO ORTEGA GAONA FOUNDATION" has in broad terms the purpose of promoting, encouraging, developing, executing and financing all kinds of activities which contribute to the dissemination and promotion of culture, education, research, social work and science in any of its forms.
- In order to carry out its purpose, the Foundation may perform the following activities:
- Research and study, both in its speculative and applied technique phase, of all sciences, arts and humanities.
- Research and the promotion of means which contribute to improve work, professional and business training, in order to develop industry and trade, as well as promoting new entrepreneurial vocations.
- Research and promotion of new technologies and their application in the fields of industry and trade.
- Cooperation with any person, organizations and institutions which stand out for their contribution and achievement in fields within the purposes of the foundation.
- Provide grants, scholarships and other similar kind of economic aid in order to promote studies and activities related to the foundational purpose, essentially in favor of people, organizations and institutions with insufficient economic means but outstanding intellectual skills.
- Award prizes to people, organizations and institutions which stand out in the field of culture and science.
- Organize courses, conferences, congresses, study and research sessions and other similar activities on topics related to the foundational purpose.
- Issue and disseminate all kinds of publications related to the achievement of the foundational purpose.
- Any other means which allow the foundation the better accomplishment of its purposes, bearing in mind that the Board of Trustees, taking into consideration the circumstances of each era, time and place, may carry out, with complete freedom within the purposes and interests of the foundation, the activities aforementioned or those which, directly or indirectly, are related to the principles and the spirit which inspires the foundation.
- The previous list of the foundation’s activities, in addition to not having a limiting nature, does not imply the obligation to perform all of them, nor does it establish an order of precedence among them.
Assignment of income and revenue
The Board of Trustees, subject to the limits provided in applicable law in each moment, will determine the percentage of income, or any other of the Foundation’s net revenue, that will be allocated to perform the foundational purposes, allocating any other, after deducing the administration expenses, to increase the foundational funds.
- The Foundation’s beneficiaries may be any natural or legal person, Spanish or foreign.
- The Foundation will provide sufficient publicly available information on its purposes and activities, so they can be known by possible beneficiaries and other interested parties.
- Specific beneficiaries will be appointed by the Board of Trustees, or by its delegate, assessing the concurrency in each possible beneficiary of the principles of merit and capability, assessed in accordance to impartial, objective and non-discriminative criteria.
- No one may claim either individually or collectively before the Foundation, any right to enjoy its benefits, nor impose its assignment to specific people.
Nature of the Board of Trustees
The Board of Trustees is the governing and representative body of the Foundation and it will perform the functions assigned to it in accordance with the law and the present Articles of Association.
Composition of the Board and length of term
- The Board of Trustees is made up of at least five members.
- The founder will be an ex-officio and for life member and may name other trustees, for life o for a limited term.
- Any other people appointed to form part of the Board will have the condition of elective trustees and they will carry out their term during a five year period, and may be re-elected.
- The first Board of Trustees will perform its functions from the moment the members accept their appointment.They may be appointed for a period of time shorter than five years, thus foreseeing the renewal of the body in half after three years of its constitution.
Appointing a new member of the Board and substitution
- Without prejudice of the right granted to the Founder in the previous article, the successive members of the Board of Trustees will be appointed by the Board after being proposed by its president or by two thirds of its members, through a resolution passed with the favorable vote of two thirds of the attending members as long as, in addition, it involves the absolute majority of Board’s members.
- If a vacancy occurs, the Board will meet in a maximum period of thirty days to appoint the person to occupy the vacancy or extinguish it, which will require a resolution passed with the same quorum as in the previous section.
Termination, suspension and resignation of trustees
- The termination and suspension of the Foundation’s trustees will occur for the reasons provided in the regulation of foundations and, in addition, except for ex-officio and for life members, at the age of 68 years. The founder or the Board of Trustees, through a resolution passed with the favorable vote of two thirds of the attendees, as long as, in addition, it involves the absolute majority of its members, may agree to suspend or terminate elective trustees without the need of calling upon any other reason than the Foundation’s best interest.
- Resignation will become effective from the moment it is notified to the Board of Trustees and must be done in the manner provided for the acceptance of the post of trustee.
Organization of the Board of Trustees
The mandatory positions of the Board of Trustees are those of the Presidency and Secretary, and there may be one or more Vice Presidents and Deputy Secretary.
- The Foundation’s highest possible representativity corresponds to the President of the Board of Trustees, as well as the performance of the functions provided in the regulations on foundations, and, specifically, the following:
- Convenes the Board meetings.
- Presides the meetings and conducts the proceedings, granting or denying the turn to speak, and casting tie-breaking votes.
- Implements or orders to implement the resolutions, and in order to do so, he may perform all kinds of activities and sign those documents, public or private, needed for such purpose.
- Holds the institutional representation of the Foundation before all kinds of people, entities, authorities, Public Administrations and Bodies.
- In general, leads the Foundation, taking as many measures deemed necessary in order to meet the purposes assigned to the post.
- Any other power granted in these Articles.
- The Founder will hold the Foundation’s presidency for life, and may appoint a successor for life, by means of public deed or any other way of making will. Except if any other thing is established in their appointment, the Presidents appointed for life have the power to appoint their successor, also for life, always by means of public deed or any other way of making will. If the founder or the successive Presidents of the Board of Trustees resign from office, they may continue to maintain their status as life-long patrons or for the term for which they have been appointed.
- If the provision included in the previous section is not performed due to the death of the President without having appointed a successor, the Board of Trustees will meet in a maximum period of thirty days to appoint a new President through a resolution passed reached with the favorable vote of two thirds of the attending members, as long as, in addition, it involves the absolute majority of the Board members.
The Vice Presidents
- One or more Vice-Presidents may be appointed (ordinally numbered).
- The Vice President will be the people, when applicable, appointed by the founder or, if not, by the Board of Trustees through a resolution passed with the favorable vote of two thirds of the attending members, as long as, in addition, it involves the absolute majority of Board members.
- The Vice-Presidents shall, by order, or, failing that, the oldest member of the Board of Trustees, perform the functions of the President in the event of vacancy and in the absence or sickness of his / her holder, as well as any other As determined by the Board of Trustees. If the President dies without having appointed a successor as provided for in Article 14, and until the position is filled, the Vice President who, by appropriate order, shall assume the Presidency of the Board of Trustees.
- The Secretary may or may not have the status of trustees, having in the latter case voice but not vote and will be appointed by the founder or, failing that, by the Board through an agreement adopted with the favorable vote of two thirds of the attendees, always that, in addition, suppose the absolute majority of the number of members of the Board of Trustees
- The Secretary must take custody of the documentation belonging to the Foundation, record Minutes of the Board meetings, issue the necessary certifications and any other attributions provided in these articles or which are delegated explicitly. In case of illness, absence or vacancy, the role of the Secretary will be carried out by the youngest member of the Board of Trustees, or by whom such body appoints.
The General Manager
The Foundation’s management and administration are the functions of the General Manager, named by the Board, which is granted enough proxy to perform the tasks assigned.
Powers of the Board
- The Board, as the Foundation’s governing and representative body, must fulfill the foundational purposes and manage the assets and rights which are part of the Foundation’s equity, preserving them at full capacity in the terms provided in the regulations on foundations.
- The Board must act in accordance with the founder’s will expressed in these Articles and the current law.
- In performing such duties, in addition to the provision of these articles and without prejudice of performing, when applicable, the mandatory communications or authorization requests to the Protectorate, holds, merely by way of nonrestrictive illustration, the following attributions and powers:
- Management, disposition and encumbrance of the assets and rights which are part the Foundation’s equity, guaranteeing the effective destination of the assets and its income to the foundational purposes.
- Exercise the senior management, inspection, monitoring and guiding the work of the Foundation, formulating its management plans and periodic action programs.
- Constitution and appointment of one or more special Committees or advisors, with the composition and powers deemed appropriate.
- Interpretation, development and amendment, when applicable, of the current Articles of association, in accordance with the legally provided procedure and ensuring in any case the best way to fulfill the foundational will.
- Elaboration and approval of the budgetary, financial and accounting documentation required by the current legislation and its presentation to the Protectorate within the regulatory time limits.
- Appointment, separation y remuneration of the executive, technical, administrative and subordinate staff of the Foundation, establishing their rights, duties and responsibilities, and performing disciplinary authority.
- Establishment of the general criteria for the distribution and allocation of resources available among the purposes of the Foundation.
- Setting and allocating the foundational services and selecting specific beneficiaries.
- Exercise the rights of political and economical nature assigned to the Foundation as owner of shares and other securities which belong to it and, to that effect, concur, deliberate and vote in the most favorable direction for the fulfillment of the foundational will, through the representation agreed upon in the General Meetings and other bodies of the respective issuing entities or institutions, making use of the legal powers attributed to the respective representative, arranging, granting and subscribing to the activities, contracts, conventions, propositions and documents deemed appropriate.
- Representation of the Foundation and, in consequence, appear and act in its name before all kinds of people, authorities, Public Administrations and Bodies, making claims, initiating and following up on administrative records and, likewise, making claims and appeals before all kinds of Courts of any jurisdiction, both actively as well as passively, performing all kinds of claims, actions, exceptions and appeals, or withdraw from them, either directly, or using lawyers to whom the proxies deemed appropriate may be granted; compromise and submit the judicial and extrajudicial interests of the Foundation to arbitration.
- Perform all kinds of activities and operations related to the Foundation’s economical and financial management and, among them: open and close current, credit and savings or deposit accounts in any credit and savings entity performing any kind of action in compliance with the law and banking practices. Lend or borrow money or credit, issue, accept, endorse, discount, guarantee, collect and negotiate bills of exchange, promissory notes, mail transfers, checks, invoices and other draft or trade documents; generally, claim and make and receive payments and determine the investment of the Foundation’s available funds; provide bonds and guarantees by means of a bank guarantee or any other manner in accordance with the law.
- Delegate its powers to one or more of its members, except for those which cannot be delegated by law and the appointment of general or special representatives, as well as the amendment and revocation of the delegations and representations granted.
- Grant and sign all the public and private documents which any of the powers mentioned above require.
- In any case, the attributions and powers listed previously and do not imply a limitation nor a substitution of the powers which the regulation on foundations attributes to the Protectorate, especially regarding the mandatory authorizations to which the Foundation submits itself.
Board of Trustees meeting calls and quorum
- The Board of Trustees will meet at least twice a year and, in addition, as many times as deemed appropriate for the Foundation’s interests, previous calling of the President, on his own initiative or at the request of half plus one of its members. The meeting may be held anywhere in Spain or abroad.
- The calling will contain the agenda as well as the place, day and time of the meeting. The members will be notified in writing within 3 working days, at least, before the meeting is held. In case of an emergency explicitly declared in the written calling notification, this time may be reduced.
- Notwithstanding the preceding paragraph, there is no need for a prior calling and the Board of Trustees will be validly constituted to deal with any issue when all the trustees are present and agree unanimously on holding the meeting and on its agenda.
Deliberations and passing resolutions
- The Board’s meetings are validly constituted when attended, in person or by representation, in the manner provided by the law, by at least half plus one of its trustees.
- Except for those cases in which the regulations on foundations or these Articles require a higher quorum, the resolutions will be passed by majority of the attendees, and the President will cast a tie-breaking vote when applicable.
- The substantive deliberations of the meetings of the Board of Trustees and the resolutions passed will appear on extended Minutes in the corresponding book and will be signed by those who carried out the role President and Secretary.
- The Minutes may be approved in the same or in the next Board meeting. The certification of such Minutes and the Board’s resolutions will be issued by the Secretary with the approval of the President or, when applicable, their substitutes.
- If the Board of Trustees does not specify which of its members are to carry out its resolutions, it is assumed that the President will execute them.
- The Secretary, even if not a Trustee, will have the power to convert the Board’s resolutions into public document.
Liability and unpaid nature of the post of Trustees
- Among others, the Trustees’ duties are to fulfill the Foundation’s purposes, attend the meetings which they are called to, carry out the post with the diligence of a loyal representative, preserve the Foundation’s assets in good state of conservation and production and comply in their actions with the current legal provisions and these Articles.
- The trustees are jointly and severally liable to the foundation for the damages caused by their actions against to the Law or the Articles of Association or actions performed without the due diligence with which they must carry out their post. Those trustees who have voted against a resolution and who prove that, not having participated in its passing nor its implementation, were unaware of or, being aware of it, did everything deemed appropriate to avoid the damage or, at least, opposed explicitly to such resolution, will be not be held accountable.
- The trustees will exercise their position free of charge without being able to receive remuneration for the performance of their duties, without prejudice to their right to be reimbursed for duly justified expenses incurred by the performance of their duties.
Name and nature
- The foundation’s equity may consist of all kinds of assets and rights capable of economic assessment, residing anywhere in the national territory or abroad. Their acquisition, management and disposition correspond to the Board of Trustees in accordance with these articles and subject to the regulations on foundations.
- All the foundation’s assets and rights must be listed under its name, appear in its inventories and, if they are registrable, registered in corresponding registries, including in any case all the information and precise circumstances for its identification and description. The public funds and government securities will be deposited on the foundation’s behalf in the financial institutions indicated by the Board of Trustees.
Management criteria for foundational assets
- The Board may acquire assets for payment or free of charge, without any other limitations than those provided in the regulations on foundations and these articles. Particularly, the Foundation’s cash may be invested in the assets and rights agreed upon by the Board of Trustees.
- The Board of Trustees may dispose of the foundation’s assets for free, only for the direct fulfillment of the foundational purposes and prior resolution passed with the favorable vote of two thirds of the attendee members as long as, in addition, it involves the absolute majority of its members.
- The sale against payment of the Foundation’s real property permanently intended to directly fulfill the foundational purposes, may be performed prior resolution passed by the Board of Trustees with the majority proposed in the previous paragraph.
- The foundation’s assets will be managed in the most appropriate way in order to gain yields which enable to make the investments needed to fulfill the foundational will, ensuring the integrity of the initial equity and of the successive contributions.
- The Board of Trustees may, at any moment and as many times deemed appropriate, based on what the concurrent economical circumstances advise, perform the changes deemed necessary or appropriate in the investments of the foundational assets, prior fulfillment of the requirements which are applicable in each case.
- In particular, when the entities holders of securities which make part of the foundational assets increase share capital attribute stakeholders preferential subscription rights, the Foundation, with the purpose of preserving the integrity and the actual value of its assets, will subscribe the securities representative of the increase, in the absence of exceptional reasons explicitly expressed in a Board’s resolution passed with the favorable vote of two thirds of the attendee members as long as, in addition, it involves the absolute majority of its members.
Foundational assets affiliation
- The assets and rights which make part of the equity, as well as the incomes they produce in the percentage provided by the current legislation, will be attached and affiliated, directly and immediately, without the interposition of any person, authority or body, to the fulfillment of the foundational purposes.
- The affiliation of the foundational assets for the development of the foundational purposes has a common and indivisible character, without allocations of shares or quotas, equal or unequal, of the assets and foundational incomes to each one of them. Therefore, the foundation cannot be forced to divide or distribute its assets or incomes among the different purposes it pursues, nor allocate them to one or several specific ones.
In order to carry out its activities, the Foundation will be funded with the resources coming from:
Economic - Financial management
- The economic-financial management of the Foundation will abide by the principles and general criteria provided by the relevant legislation and will strictly comply with the current regulation on foundations.
- Consequently, the Foundation will keep the records required for the good order and functioning of its activities, as well as for the proper supervision of its accounting, so that this documentation reflects at all times, with clarity and precision, the Foundation’s economic, financial and equity situation, the development of its activities and the degree of compliance with its foundational purposes.
Action plan and yearly accounts
- The Board of Trustees will draw up and send the Protectorate, within the last three months of each period, an action plan explaining the objectives, the activities planned for the following period, a forecast of calculated items of income and expenditure and an explanatory report on such action plan.
- After each economic year, the yearly accounts will be prepared by the General Manager and approved by the Board of Trustees within the time period established in the current regulations on foundations.
- In any case, the mentioned documentation will be prepared in compliance with the regulations on foundations and will be sent to the Protectorate when such regulations require to do so and within the time period established.
- The Foundation's accounts will be submitted, when applicable, to an external auditing, in the cases and periodicity contemplated in the current regulation.
- The Foundation’s economic year begins on January the 1st and ends on December the 31st of each year.
Amendment of the articles of association. Merger and demerger of the foundation.'
- The amendment of the foundational articles of association will require, in addition to the fulfillment of the conditions established in the current law on foundations, a Board resolution passed with the favorable vote of the President, as long as it is same person as the Founder, and two thirds of the attending members so long as, in addition, it involves the absolute majority of its members.
- The merger and demerger of the Foundation, in addition to the prior fulfillment of the conditions established in the regulation on foundations, will require:
- Processing of a file which proves adequately that the merger or demerger is preferable for the better fulfillment of the founder’s will and the foundational purposes.
- A Board resolution passed with the favorable vote of the President, as long as it is same person as the Founder, and two thirds of the attending members so long as, in addition, it involves the absolute majority of its members.
The Foundation will be terminated because of the causes and prior fulfillment with the requirements established in the current regulation on foundations. The Board resolution must be passed with the favorable vote of the President, as long as it is same person as the Founder, and three fourths of the attending members so long as, in addition, it involves the absolute majority of its members.
Liquidation and asset allocation
In the case of the Foundation’s termination, the foundational assets will be allocated to what the Board of Trustees determines in accordance with the current regulations on foundations. The recipients of the assets must be one of those mentioned in article 3,6º, first paragraph, Law 49/2002.