TITLE I. GENERAL PROVISIONS
Article 1. Constitution, name and duration
Under the name of Foundation ....ASSUMPTIO PROINNOVA FUNDAZIOA establishes a foundation in accordance with Law 12/1994, of 17th June, and other current regulatory provisions.
The Foundation ….Assumptio Poinnova Fundazioa is established as a non-profit making organisation whose equity, at the wishes of its creators, is devoted to carrying out the objectives of general interest as described in article 3 of the present Statutes.
Article 3. Legal framework, legal personality and capacity
The Foundation has its own independent legal personality from the time of the recording of the articles of incorporation in the Register of Foundations, and will have full legal capacity and ability to act, without limitations other than those established in the wishes of the founders in the founding act, in these Statutes and, in all cases, in the applicable legal provisions, in particular Law 12/1994 of 17th June, on Foundations in the Basque Country.
Accordingly, and without prejudice to the relevant communications to the Protectorate, it may acquire, retain, possess, dispose of, sell by any means and levy all types of moveable and immoveable assets and rights; carry out all types of acts or contracts; receive and repay loans; compromise and resort to governmental or legal channels exercising all types of actions and exceptions before the Courts and public and private Bodies, always subject to the provisions of the legislation.
Article 3. Foundational aims
THE ASSUMPTIO PROINNOVA FUNDAZIOA FOUNDATION has the objective of boosting Medicine related scientific, training, cultural and social activities as well as the promotion of follow up research within the medical profession and health professions in general.
To fulfil this aim, the Foundation will develop the following as specific and more important and immediate activities:
THE FOUNDATION may, in the conduct of its own affairs, directly or in collaboration with other public of private institutions, carry out any actions that may contribute to better achieving its aims.
In order to achieve these aims, THE FOUNDATION may provide sponsorship, development, dissemination and support of all types of projects, works and studies in the field of Medicine, Health and Social Sciences to the workforce of CLINICA SANTA MARIA DE LA ASUNCION DE TOLOSA, to all Spanish health professionals as well as society in general.
Most notably, THE FOUNDATION, will look to secure within society values of solidarity, awareness, sustainable development and innovation in the field of Medicine and Public health.
For this reason, it is stated that THE FOUNDATION may carry out the following activities, amongst others:
All types of activities aimed at continuous medical training and the ongoing professional development of doctors and other workers in the health field.
Promotion of Scientific-Medical research activities, granting research grants in the field of Medicine and Health.
Establishing study means and promotion of issues related to Medicine.
Promotion and dissemination of medical knowledge amongst the medical profession and society in general
Actions aimed at removing discriminations of access to healthcare which occur for economic and social reasons or those related to people with physical or psychological disabilities.
Collaboration with public or private entities in research in innovation in the field of Health sciences with the objective of promoting equality, physical and psychological well-being and active ageing to Medical professionals and the whole of society in general.
Any other activities or means which enable THE FOUNDATION to better fulfil their aims.
Article 4. Development of the aims
The foundational aims may be developed by the Foundation as it deems appropriate, including the participation of other entities or organisations, without limitations other than those required by the foundational mission, of these Statues and, in all cases, by Law.
Article 5. Head office
The Foundation’s head office will be at the Clinica Santa Maria de la Asuncion on Carretera de Izaskun 9 Tolosa 20 400. The statutory modification agreement adopted by the Board of Trustees of the Foundation, may determine the transfer of the head office, which should be recorded in the Foundations Register. Likewise, the Board of Trustees has the power to specify the locations of the establishments, delegations or offices which, as the case may be, are set depending on the needs arising from the fulfilment of the foundational aims.
Article 6. Geographical scope
The Foundation will mainly carry out its activities within the Autonomous Community of Basque Country.
Article 7. Beneficiaries
All physical or legal persons who the Board of Trustees deems to be worthy of receiving them may be beneficiaries of the Foundation’s services.
For the specific designation of beneficiaries, the Board of Trustees will generally give priority, to benefiting a generic group of people who are employees of CLINICA SANTA MARIA DE LA ASUNCION DE TOLOSA.
In all cases, the Foundation will act with impartiality, objectivity and will not discriminate in choosing its beneficiaries.
The main aim of the Foundation cannot be to benefit the founding person or persons or the trustees, their spouses or equivalents, or their relatives up to and including the fourth degree, as well as specific legal persons who are not pursuing aims in the public interest.”
No individual or group may assert any right to the Foundation or its Board of Trustees for the enjoyment of benefits before they are granted, or impose their attribution to specific people.
Article 8.- Advertising
In order for the foundation's actions to be known by their eventual beneficiaries and stakeholders, the Board of Trustees will give sufficient publicity to their objectives and activities.
TITLE II. THE BOARD OF TRUSTEES
Chapter 1. Composition and powers.
Article 9.- The Board of Trustees (7)
The Board of Trustees is the supreme governing body, administration and representation of the Foundation, and will be responsible for all of the managerial powers and control in the management of the foundation which are necessary for the Foundation’s aims to be met. Specifically, it will manage the assets and rights which constitute the foundation’s wealth.
Article 10.- Composition and duration (8)
The Board of Trustees will be made up of a minimum number of 3 members and a maximum of 10 members. The position of trustee will be permanent in duration.
Article 11.- Appointment of trustees and covering vacancies
The first Board of Trustees is appointed by the founder in the articles of incorporation and is made up of the following positions and people:
President (Ex officio position)……………………..President of Inviza
First Vice president: (Ex officio position)…….Deputy to the president of inviza
Second Vice president: (Ex officio position)…………..Managing Director of Inviza
Secretary (Ex officio position)………………………….…Secretary of the presiden
Vocal 2.(Ex officio position)………………………………….President of the Training Committee of Clinica Santa Maria de la Asuncion de tolosa.
Vocal 3 (Ex officio position)………………………………. President of the Research Committee of
the Clinica Santa Maria de la Asuncion de Tolosa
Vocal 4 -
Appointment of the new Trustees, whether that is by extension or substitution of its members, is carried out by the Board of Trustees itself through agreement adopted by voting in favour by the majority of its members, as a minimum.
The appointed Trustees must expressly accept the position in accordance with one of the formulas set out in article 12 of the Law. This acceptance will be recorded in the Register of Foundations.
Vacancies that arise from the death, disqualification, declaration of death, exclusion or incompatibility, lapse of term of office, resignation, removal or any other circumstance that may cause the substitution or termination of a member of the governing body, will be covered by the same procedure, the position must be filled within a period of 6 months.
Members of the Board of Trustees must maintain said body with the number specified as a minimum in article 10 of the present Statutes in order for agreements to be valid.
The suspension of members of the Board of Trustees may be agreed by a judge when a liability action is brought against them for not carrying out their role with the diligence required by law and in article 20 of the present Statutes.
The substitution, termination and suspension of members of the governing body will be recorded in the Foundations Register.
Article 12.- Gratuity (9)
The members of the Board of Trustees perform their duties voluntarily. However, they may be reimbursed duly justified expenses that arise from carrying out their role.
Article 13.- President of the Foundation
The Board of Trustees will choose a President from amongst its members, who will convene the Board of Trustees at their discretion or upon the request of a third party, at least, of its members, to manage discussions and implement its agreements.
The President of the Board of Trustees will hold the maximum representation of said corresponding governing body, as well as the inherent powers as a member of the body and those attributed by these Statutes, of representing the Foundation in all of its acts and contracts which derive from agreements of the Board of Trustees and other bodies of the Foundation, as well as with regard to disputes, administrative, governmental, judicial and extra judicial issues, having the power to grant general powers for litigations to Solicitors or Lawyers for the aforementioned purposes.
Article 14.- Vice president
The Board of Trustees may designate a Vice president from amongst its members, who will be chosen by the majority vote of its members
The Vice president will substitute the President in the event of their absence or illness, the mere evidence of this being sufficient to prove these circumstances. In the event of the absence of the President as well as the Vice president, the oldest member will substitute them.
Article 15.- Secretary
The Board of Trustees may designate, from amongst its members or not, a Secretary who will be in charge of the foundation's administrative tasks, they will safeguard its documentation and record minutes of the sessions which are recorded in the book of minutes once they have been approved by the President.
Article 16.- Treasurer
The Board of Trustees may designate, from amongst its members or not, if they deem it to be appropriate, a Treasurer with the functions entrusted to them by the Board of Trustees.
The functions which may be entrusted to the Treasurer are the following:
To collect and safeguard the funds of the Foundation.
Presentation and signing of the balance of income and expenditure.
Bookkeeping of the Inventories, Accounts, Budgets and the Log Book.
Article 17.- Personnel working for the Foundation
Similarly, the Board of Trustees may delegate the management or administration or carrying out other activities in the foundation’s name, either to a member of the governing body, once authorised by the Protectorate or through a third party, adequately paid, authorised by the protectorate.
Article 18.- Competencies of the Board of Trustees
The competence of the Board of Trustees is extended to everything concerning the governing of the Foundation and, in particular, to the following issues:
1- Highlighting the orientation of the Foundation for the best fulfilment of its aims.
2- The administration of all of the economic and financial resources, whatever their origin.
3- Approve the inventory, Balance Sheet, Profit and Loss Accounts, previous Annual report and the Budget settlement of revenue and expenditure from said period.
4- Approve the Budget of revenue and expenditure of the following year as well as its explanatory Memorandum.
5- Approve suitable internal regulations.
6- The creation of Delegated Committees, appointment of their members and determination of their powers and grant general or special powers of attorney in accordance with the provisions in the following article .
7- Appointments of management, executive and adviser positions, as well as the hiring of the rest of the necessary technical and administrative staff, workers and junior workers, in accordance with the provisions in article 17 of these Statutes,
8- Formalise and approve all kinds of acts and contracts, whether they are of a civil, mercantile, work, administrative or any other nature, as required for the best fulfilment of the foundation’s aims.
9- Submit proposals coming from competent bodies for issues that must have a superior agreement.
10- Promote the participation of businesses, entities, bodies or individuals in technical cooperation programmes and training of qualified staff, by providing funding and collaboration agreements.
11- Accept or reject inheritances, legacies or donations whenever they consider it appropriate for the Foundation, making the Protectorate aware.
12- Modifying the foundation’s Statutes, if necessary, for the better fulfilment of the founder's will.
Article 19.-Delegations, powers of attorney and Delegated Committees
1- The Board of Trustees may delegate its powers to any of the people who form part of it. Adoption of agreements relating to the following cannot be delegated, under any circumstances:
a) The approval of annual accounts.
b) The approval of the action plan.
c) The modification of the statues.
d) The merging, division, transformation, termination and liquidation of the Foundation.
e) The certificates of incorporation of another legal person, unless said certificates are directly linked to the aims.
f) Share contracts or the sale of shares to other legal entities if their value is more than 20% of the Foundation's assets.
g) Any act of disposition of assets or rights which exceed 20% of the Foundation’s assets.
h) The increase or decrease of the budget allocation.
i) The global merging, division, or termination of all or part of the assets and liabilities.
J) The acts of termination of companies or other legal persons.
k) The self-hiring of people who are members of the Board of Trustees, unless said act is recurrent and has been previously authorised by the protectorate for identical cases.
L) The adoption and formalisation of liable statements.
2- Likewise, the Board of Trustees may grant or revoke general and special powers.
Article 20.- Obligations of the Board of Trustees
Members of the foundation’s Board of Trustees are required to:
a) Strictly fulfil and enforce the aims of the foundation, in accordance with the provisions of the Law and the Statutes of the foundation.
b) Manage the assets and rights that make up the wealth of the foundation and fully ensure their productivity, according to the economic-financial criteria of a good manager.
C) Carry out their duties with the diligence of a loyal representative.
Article 21.- Prohibition of self-hiring
Members of the Board of Trustees may not by hired by the foundation, whether in their own name or a third party, unless authorised by the Protectorate.
Article 22.- Liability
1- Members of the Board of Trustees are liable towards the Foundation under the terms specified by Law.
2- Those who oppose the agreement entered into or who do not take part in its adoption will be exempt from liability, unless it can be proved that they had knowledge of it and did not express their disagreement.
3- The relevant action of accountability of the governing body and the final judgement will be recorded in the Register of Foundations, before the ordinary jurisdiction.
4- The Protectorate, at their own discretion or at the reasonable request of anyone who has a legitimate interest, may exercise said action of responsibility. This may also be exercised by the founder when the action of the members of the Board of Trustees is against or damages the aims of the foundation.
Chapter 2 Operating regime of the Board of Trustees
Article 23.- Internal operation (10)
The Board of Trustees will meet twice a year as a minimum. The Board is required to meet within the first sixth months of each year to approve the budget settlement from the previous year, the inventory, the Activity Report and the balance sheet from the previous year and the profit and loss statement under the terms provided for in article 30 of the present Statutes. Likewise, in the fourth quarter, prior to the corresponding meeting, the Budget for the following year will be approved for its submission to the Protectorate before the 31st December.
The invitations to meetings of the Board of Trustees must be carried out irrefutably in writing, by email, or any other method that guarantees receipt of the invitation, containing the Agenda agreed by the President who must bear in mind the suggestions of the members of the governing body, with at least 10 days’ notice of the date of the meeting, except in cases of urgency, in which the time period may be reduced to 3 days.
Article 24.- Constitution and adoption of agreements (11)
1- The Board of Trustees will become validly constituted on the first call when half plus one of the Board members attend the meeting, in person or by representation.
2- If the quorum outlined in the previous paragraph does not meet, the Board of Trustees will meet an hour later, the attendance of any number of Board members to this second meeting will be enough, with a minimum of three, provided the people holding the title of President and Vice president are present.
3- Regardless of the contents of the previous paragraphs, the Board of Trustees will be deemed to have been called and will be validly constituted when all of its members are present, and they unanimously accept the holding of the meeting.
4- Decisions will be taken by majority vote, unless it is regarding one of the following issues:
a) Agreement of modification, merging, division and termination, which will require the vote in favour of two thirds of the members of the Board of Trustees.
5- The person holding the presidency will cast a tie-breaking vote if the situation arises.
6- Minutes will be taken of each meeting by the Secretary which, as well as specifying the place and day on which the meeting was held, will specify the people who attended, the issues discussed, and the content of the agreements made.
7- The Board of Trustees may meet by video conference or other means of communication, provided that the identification of those attending, the continuity of the communication, the possibility of intervening in the deliberations and casting votes can be guaranteed. In this case, the meeting is understood to be held in the place where the chair person is situated.
8- As an exception, the Board of Trustees may adopt agreements without holding a meeting, provided that the right to information and right to vote is guaranteed, a record is kept of the receipt of the vote, and its authenticity is guaranteed. The agreement is understood to be adopted in the place of domicile of the legal entity, and on the date of reception of the last of the valid votes cast.
TITLE III. ASSETS AND ECONOMIC REGIME
Chapter I. Composition, administration and safeguarding
Article 25.- The Assets of the Foundation
The Assets of the Foundation may be comprised of all types of assets and rights which have an economic value.
The Foundation will adapt its acts of disposition and administration to the applicable rules, allocating its fruits or income to its own aims, all in accordance with these Statutes.
Article 26.- Resources (12)
The assets of the Foundation will be made up of :
a) The initial budget shown in the foundation’s articles of incorporation.
b) Ordinary and extraordinary contributions and fees from the founding members (and members), and the ordinary and extraordinary fees and contributions, that members of the Board of Trustees voluntarily accept.
c) Any other asset or right that it may successively acquire through means accepted by Law, and especially through inheritance, donations, contributions and grants awarded by other people, bodies and institutions. Acceptance of donations, legacies and inheritance must be brought to the attention of the Protectorate.
d)The rewards or revenues, products or benefits of the assets and the activities carried out by the Foundation, as well as the payments of the services that it may offer, in accordance with current law.
e) Any other resource within the applicable legal framework.
Article 27.- Asset changes
The Foundation’s Board of Trustees may, at all times, and as many times as necessary, in view of the economic situation, make the modifications, transformations, or conversions it deems necessary of the foundation’s capital, with the exclusive aim of avoiding, while retaining its nominal value, the reduction in its actual value or purchase power.
Article 28.- Safeguarding of the foundation’s wealth
For the safeguarding of the foundation’s wealth the following rules apply:
a) The assets and rights which make up the foundation's wealth must be in the name of the foundation and must be recorded in its inventory and be registered, as applicable, in the relevant Registers.
b) Fixed assets and/or property rights will be recorded in the name of the Foundation in the Property Register. The rest of the registrable assets will be recorded in the relevant registers.
c) The securities and cash, property deeds, safekeeping of deposits and any other supporting documents for control, possession, use, enjoyment or any other right belonging to the Foundation, will be deposited in the entity specified by the Board of Trustees in the name of the Foundation.
d) The rest of the moveable assets will be safeguarded in the way specified by the Board of Trustees.
All assets and rights will be specified in the Inventory Book, which will be safeguarded by the Secretary of the Board of Trustees, and in which, under their inspection, will include all of the specific circumstances for its identification and description.
Chapter II. Economic Regime.
Article 29.- Plan of Action
The financial year will be on an annual basis and will coincide with the calendar year.
The foundation will set an ordinary budget for each financial year which will reflect the balance between revenue and expenditure.
Said budget will be presented to the Protectorate in the final quarter of the year of its approval, along with an explanatory Memorandum.
Article 30.- Economic-financial obligations
The Board of Trustees will compile the inventory, the balance sheet and the profit and loss statements, which will reflect the wealth, economic and financial situation of the foundation, as well as a report of the activities carried out throughout the year, and the economic management of the wealth, sufficient to make it known and justify the fulfilment of the aims of the foundation and the legal principles. The budget of income and expenditure will also be settled from the previous year, fulfilling, for such purposes, the provisions of the Law.
Article 31.- Accountability
Within the first six months of each year, the Board of Trustees must justify before the Protectorate under the terms provided in article 27 of the Law of Foundations, that its management has been appropriate for the aims of the foundation.
Chapter III. Rules for the application of resources for the foundation's aims
Article 32.- Destination of income and administration expenses
1- The foundation’s assets and income will be understood to be associated directly and immediately with achieving the aims of the foundation.
2- The foundation will periodically organise its own activities relevant to its objective and, to this end, will carry out an annual plan of the provisions and will agree on how it is implemented and allocated.
3- Within 3 years from the moment of collection, at least 70% of the net income and other incomes obtained by any other method will be dedicated to meeting their objectives, the corresponding tax deducted as applicable.
Contributions in the form of equity contributions, whether at the time of its constitution or any subsequent moment, are excluded from the fulfilment of this requirement.
The rest of the income must go towards increasing the foundation’s capital, once administration expenses have been deducted which must not exceed 20% unless expressly authorised by the Protectorate following reasoned request from the Foundation, in accordance with the provisions of current legislation and regulations.
Article 33.-Auditing of Accounts
Given the economic relevance, in terms of the Law and Regulations, the foundation must have its accounts externally audited annually.
The auditor’s report must contain, at the very least, the following considerations:
a) Observations regarding eventual breaches of legal or statutory regulations which would have been checked through the accounting and yearly accounts.
B) Observations regarding any fact that would have been checked, when this involves a risk for the financial situation of the foundation.
The report issued by the auditors must be logged in the Foundations Register, along with the accounts it refers to.
TITLE IV. MODIFICATION, MERGING AND TERMINATION.
Article 34.- Modification
The foundation’s Board of Trustees may promote the modification of these Statues whenever it is appropriate to improve the fulfilment of the foundational aims. The modification agreement must be approved by a favourable vote by a minimum of 2/3 of the members of the board.
Article 35.- Merging
The Board of Trustees may also agree a merger with another or other entities provided that the foundation’s objective are met in the correct way. The agreement will be adopted on the grounds of the favourable vote of at least 2/3 of its members.
Article 36.- Termination (13)
The foundation will cease:
1- As a special case established in these Statues, when agreed by the Board of Trustees and ratified by the Protectorate.
2- When any of the causes established in article 39 of the Civil Code or other Laws apply.
3- When it is the result of a merger process.
4- When it is dissolved by a final judicial decision.
Article 37.- Termination procedure
In the cases established in sections 1 and 2 of the previous article, termination of the foundation will require the agreement of the Board of Trustees and ratification by the Protectorate.
The Termination agreement will be reasoned in all cases, with expression of the asset situation and the programme of liquidation.
If there is no agreement by the Governing body, or it is not ratified by the Protectorate, the termination of the Foundation will require a court ruling which can be requested, when applicable, by the Protectorate or the foundation body.
The termination agreement or, when applicable, the court ruling, will be recorded in the Register of Foundations.
Article 38.- Liquidation (14)
The assets and rights resulting from liquidation will have their destination stipulated by the founding persons in the statutes or in the certificate of incorporation, providing they are intended for public entities or private non-profit entities who have aims of general interest.
TITLE V. THE PROTECTORATE AND REGISTER OF FOUNDATIONS
Article 39.- The Protectorate
This foundation is subject to the guardianship, advice and control of the Protectorate, under the terms provided by current Law.
Article 40.- The Register of Foundations
The creation of this foundation, as well as all of the foundation’s acts or legal affairs required by law, will be recorded in the Register of Foundations which competent in accordance with the Law.
TITLE V1. LEGAL REGIME OF THE FOUNDATION’S MEMBERS (15)
Article 41.-Affiliated founders
Other physical or legal entities may be added to the Articles of Incorporation, which has the status of Founding Charter, after the initial issuance and with the status as founders, provided that such membership takes places within two years of the date of issue.
Memberships with the status of founder/s, within the pre-set time period must be approved by the founder or by authorised members of the Board of Trustees according to the provisions of the next paragraph, who will also set the economic contribution that applicants must satisfy, as applicable.
Until the aforementioned time frame for membership has concluded, the constitution of the Board of Trustees is suspended, authorising the members appointed by the founder in the Founding Charter to work together to execute each and every one of the powers that the statutes grant to the Board of Trustees.
Article 42.- Affiliated collaborators
Subsequent to the issuing of the articles of incorporation, those physical or legal entities whose activity or contribution may favour the achievement of the foundation's aim may be affiliated to the foundation as affiliate members.
Membership applications with the above mentioned characteristics, must be approved by the absolute majority of the members of the Board of Trustees, who will also set the economic contribution that the applicant, in their case, must satisfy. Said collaborators may participate in the Board of Trustees at the board’s discretion.
Article 43.- Honorary collaborators
The Board of Trustees may appoint physical or legal persons as honorary collaborators who have notably contributed or notably contribute to achieving the foundational objective.