CHAPTER I
GENERAL PROVISIONS
ARTICLE 1. - Concept and name.
The Foundation regulated in the present Statutes is called "FUNDACION RAFAEL DEL PINO", and is a non-profit organisation which, by the will of its FOUNDER, the EXCELLENT. It is a non-profit organisation which, by the will of its FOUNDER, HON RAFAEL DEL PINO Y MORENO, has its assets permanently assigned to the realisation of general interest purposes.
ARTICLE 2 - Regulatory regime.
The Foundation shall be governed, in general, by the rules of civil and administrative law which, for reasons of speciality and validity, are applicable at any given time; and, in a special way, by the will of the Founder reflected in the Foundation Deed, by these Statutes, and by the provisions which, in interpretation and development of the same, are established by the Board of Trustees.
ARTICLE 3 - Legal personality and capacity.
The Foundation has legal personality and, with the pertinent intervention of the Protectorate when required, full legal capacity to acquire, possess, enjoy, conserve, dispose of, dispose of, dispose of and encumber assets and rights of any kind and nature; and to carry out all acts, contracts or business necessary or convenient for the fulfilment of its purposes.
ARTICLE 4 - Address.
The registered office of the Foundation is established in Madrid, Paseo de la Castellana 37. The Board of Trustees may freely vary the address within the national territory, and may create, within the same, the delegations it deems appropriate.
ARTICLE 5 - Duration.
The Foundation is constituted on a permanent basis for an indefinite period of time and shall subsist as long as it is able to fulfil its foundational purposes.
ARTICLE 6 - Scope of action.
The scope of action of the Foundation extends to the whole of Spain, although this does not prevent the benefits from being enjoyed in a foreign country or the Foundation from carrying out activities of an international nature.
CHAPTER II
FOUNDING PURPOSES AND BASIC RULES OF ACTION
ARTICLE 7. - Foundational purposes.
1. The main aims of the Foundation are the training of leaders, the promotion of individual initiative, the principles of the free market and free enterprise, the dissemination of history and the defence of Spain's cultural heritage. Likewise, its aims are the promotion, encouragement, development, protection and support of all types of civic, educational, cultural, scientific, health, labour, human rights, institutional strengthening, development cooperation, promotion of volunteer work, promotion of social action, environmental protection, promotion of the social economy, promotion of constitutional values and defence of democratic principles, promotion of tolerance, development of the information society, scientific research and technological development; or any other activities of a similar nature.
2. In order to fulfil its foundational purposes, the Foundation may, among others, carry out the following actions:
a) To make donations and grant advances and subsidies.
b) To institute awards, scholarships or grants of any kind.
c) To pay for studies, research, courses, conferences, seminars, congresses, exhibitions and monographic exhibitions.
d) Intensify cultural dissemination through the media.
(e) Financing, preparing and editing publications and studies
ARTICLE 8. Principles of action.
1. The Foundation shall be obliged to:
a) To effectively allocate its assets and income, in accordance with the Law and the Statutes, to its foundational purposes.
(b) Provide sufficient information on its aims and activities to make them known to its potential beneficiaries and other interested parties.
(c) act with impartiality and non-discrimination in determining its beneficiaries.
2. In carrying out its activities, the Foundation may act, inter alia, in the following ways:
(a) by using its own means or by contracting the services of third parties for the implementation of its own programmes.
(b) cooperating with other entities for the implementation of their own programmes.
c) Participating in the development of activities of other entities that coincide or converge with the aims of the Foundation.
3. The following rules shall apply for the determination of beneficiaries:
a) Potential beneficiaries are, in a generic way, all natural or legal persons; and in a specific way, each of the persons or groups of persons who, in each case, may be favoured by the foundational activities and in whom the following circumstances concur:
1.That they form part of the sector of the population served by the Foundation.
2.Who demand the provision of the service that the Foundation can offer.
3.They lack adequate means of their own to obtain the same benefits as those provided by the Foundation.
b) The economic amount of the benefits that the Foundation agrees to grant to the beneficiaries in the fulfilment of its purposes may be delivered directly to them, or provided to the entities that carry out the benefits.
c) No one may claim, either individually or collectively, before the Foundation, any right to the enjoyment or enjoyment of its benefits before they have been granted and notified, or impose their attribution to specific persons.
CHAPTER III
GOVERNANCE OF THE FOUNDATION
ARTICLE 9. Governing bodies of the Foundation
The governing bodies of the Foundation are the Founder and the Board of Trustees. Other bodies determined by law or by these Statutes shall also collaborate in the administration of the Foundation.
ARTICLE 10.- The Founder
1. For all legal and statutory purposes, the Founder shall be considered to be the natural person to whom this position was attributed in the deed of incorporation of the Foundation, who shall hold all the powers that the Law, the Foundation Deed or these Statutes recognise.
2. The Founder shall hold, for life, all the powers of the Board of Trustees, except those that cannot be delegated by law or by the Articles of Association.
3. If, for any reason, the Founder should at any time cease to form part of the Board of Trustees, in addition to retaining his prerogatives as such, he shall automatically acquire the status of Honorary President of the Foundation.
ARTICLE 11.- The Board of Trustees.
1. Description.- The Board of Trustees is the governing and representative body of the Foundation, which is responsible for fulfilling the foundational purposes and diligently administering the assets and rights that make up the Foundation's patrimony, maintaining their performance and usefulness.
2. Composition: The Board of Trustees shall be made up of a minimum of three and a maximum of fifteen persons who have full capacity to act and are not disqualified or incapacitated for public office. At least half of the members of the Board of Trustees must be the Founder himself, his spouse, or his direct descendants. Legal entities may form part of the Board of Trustees, and must designate the natural person or persons who will represent them under the terms established in the Statutes.
3. Appointment. The appointment of the Trustees is the responsibility of the Board of Trustees itself.
4. Duration: The term of office of Trustees shall be four years, and they may be freely re-elected for equal periods indefinitely.
5. Determination of positions: The Board of Trustees shall freely elect the Chairman and Vice-Chairman from among its members. It shall also appoint the Secretary and may appoint the Vice-Secretary of the same, who may not form part of the same.
6. Form of acceptance: The Trustees shall begin to exercise their functions after having expressly accepted the position in a public document, in a private document with a notarised signature or by means of an appearance made for this purpose in the Register of Foundations. Likewise, acceptance may be made before the Board of Trustees, accredited by means of a certificate issued by the Secretary with a notarised signature. In any case, the acceptance shall be formally notified to the Protectorate and entered in the Register of Foundations.
7. Free of charge: The Trustees shall hold their office free of charge, without prejudice to the right to be reimbursed for the duly justified expenses that the office may cause them in the exercise of their functions. Notwithstanding the above, the Board of Trustees may establish an appropriate remuneration for those Trustees who provide the Foundation with services other than those involved in the performance of their duties as members of the Board of Trustees, subject to the prior authorisation of the Protectorate.
8. Exercise of the office: The office of Trustee held by a natural person must be exercised personally. However, another Trustee designated by him/her may act in his/her name and on his/her behalf. This authorisation shall always be for specific acts, and must be in accordance with the instructions that, where appropriate, the person represented may give in writing. The person who has been called upon to exercise the function of Trustee by reason of the position he/she holds may act on behalf of the person to whom he/she is to be substituted.
9. Delegations and powers of attorney: The Board of Trustees may delegate its legal or statutorily delegable powers to one or more of its members; and may grant and revoke general or special powers of attorney. Delegations and general powers of attorney and their revocation must be recorded in the Register of Foundations.
10. Responsibility: The Trustees shall carry out their duties with the diligence of a loyal representative; and shall be jointly and severally liable to the Foundation for any damages and losses caused by acts contrary to the Law or the Articles of Association or for those carried out without the diligence with which they should carry out their duties. Exempt from liability shall be those who have voted against the resolution, and those who prove that, not having been involved in its adoption and execution, they were unaware of its existence or, being aware of it, did everything appropriate to avoid the damage, or at least expressly opposed it. The action for liability shall be brought before the judicial authority and in the name of the Foundation:
a) By the Governing Body of the Foundation itself, following a reasoned agreement of the same, in the adoption of which the affected Trustee shall not participate.
b) By the Protectorate, under the terms provided for by law.
c) By dissenting or absent Trustees, on the terms set forth above.
d) By the Founder, when he is not a Patron
11. Substitution: The substitution of the Trustees shall take place in the cases and in the manner provided for in the Law and in these Statutes.
12. Cessation: The cessation of the Trustees shall take place in the following cases:
a) By death or declaration of death, as well as by extinction of the legal person.
b) Due to incapacity, disqualification or incompatibility, in accordance with the provisions of the Law.
c) By cessation of the office by reason of which they were appointed members of the Board of Trustees.
(d) For failure to perform the duties of office with the diligence required, if so declared in a court order.
(e) by a court decision upholding the aforementioned liability action.
(f) for the expiry of their term of office if they are appointed for a fixed term.
(g) By resignation, which may be effected by any of the means and through any of the formalities laid down for acceptance
h) By reasoned decision of the Board of Trustees adopted by more than two thirds of its members, in cases of repeated and unjustified non-attendance at meetings or actions contrary to the interests of the Foundation.
13. Suspension: Suspension of the Trustees may be ordered as a precautionary measure by the Judge when an action for liability is brought against them.
14. Powers of the Board of Trustees: The competence of the Board of Trustees extends to all that concerns the government and administration of the Foundation, and it shall have full powers to carry out any acts it deems appropriate for the fulfilment of the foundational purposes, and, in particular and without this implying any limitation to its very broad powers, and without prejudice to the authorisations and limitations that may legally apply, to carry out the following acts:
a) To exercise high inspection, supervision and guidance of the work of the Foundation.
b) To administer the assets and rights that make up the patrimony of the Foundation, maintaining their yield and usefulness; establishing the general guidelines on the distribution and application of the Foundation's funds.
c) To allocate resources on a permanent basis to increase the foundation's endowment.
d) Approve in the last three months of each financial year an Action Plan reflecting the objectives and activities to be carried out by the Foundation during the following financial year, which must be submitted to the Protectorate.
e) To approve within a maximum period of six months from the end of each financial year the annual accounts of the Foundation, which must be sent to the Protectorate.
f) To select the beneficiaries of the foundational benefits.
g) To agree on the change of domicile of the Foundation and the opening and closing of delegations.
h) To approve the Regulations or rules for the application of these Statutes.
i) To approve the modification of these Statutes.
j) To agree on the constitution and operating regime of technical, scientific or advisory Commissions or Juries, which may be appropriate for the effectiveness of the Foundation's activities.
k) To request the collaboration and advice of prominent personalities from the cultural, scientific, artistic, political, economic or social world, to participate in the choice of the activities to be carried out and the beneficiaries of the benefits.
l) To agree on the appointment of a Director or Manager of the Foundation who, in a professional capacity, shall be responsible for the affairs and good running of the Foundation, who shall attend, with voice but without vote, the meetings of the Board of Trustees or the Executive Committee, and to freely determine his or her powers, removal and financial conditions.
m) To freely appoint and dismiss the staff necessary for the functioning of the Foundation and to determine their working conditions.
n) To agree on the merger, dissolution and extinction of the Foundation under the legal terms.
15. Operation of the Board of Trustees. The Board of Trustees shall operate in accordance with the following rules:
a) The Board of Trustees shall meet as often as it is convened by the Founder or by the President, on his own initiative or at the request of at least one third of its members. It shall also necessarily meet within the first six months of each year, in order to approve the Annual Accounts of the previous financial year; and within the last three months of each year, in order to approve the Action Plan for the following financial year.
b) The notice shall be issued, by order of the Chairman, by the Secretary, at least five days prior to the date of the meeting, stating the Agenda and the place and date of the meeting. Prior notice shall not be necessary provided that all the Trustees are present and unanimously agree to the holding of the meeting and its agenda.
c) Meetings shall be validly constituted when a majority of the members are present. Resolutions shall be adopted by a simple majority of votes, except in those cases where a more qualified majority is required. Each member shall have one vote, in addition to the proxies that each of those present may hold under the terms provided for in section 8 of this article.
d) Minutes of each meeting of the Board of Trustees shall be drawn up by the Secretary who has acted as such at the meeting, with the approval of the person who has acted as Chairman. The said Minutes shall contain a list of all those attending, the matters dealt with and the resolutions adopted. The Minutes shall be transcribed in the official book by the Secretary of the Board of Trustees with the approval of the President.
16. Contracting: The Trustees may contract with the Foundation, either on their own behalf or on behalf of a third party, with the prior authorisation of the Protectorate, which shall be extended to the case of natural persons acting as representatives of the Trustees.
ARTICLE 12.- The President
1. The presidency of the Board of Trustees, which shall also be that of the Foundation, shall be exercised by the Founder, if he is a member of the Board, by the Trustee designated by the Founder, or by the Trustee designated by the Board of Trustees itself.
2. The functions of the President shall be as follows:
a) To represent the Board of Trustees of the Foundation in all areas of its activities.
b) To coordinate and promote the activity of the Foundation.
c) To convene and chair the meetings of the Board of Trustees, direct its debates and order the execution of its agreements.
d) To authorise with his VºBº the minutes of the meetings of the Board of Trustees and the certifications of the agreements adopted.
ARTICLE 13. The Vice President.
1. The Vice-Presidency of the Board of Trustees shall be exercised by the Trustee designated by the Founder or, failing this, by the Trustee designated by the Board of Trustees itself.
2. The Vice-Presidency shall be responsible for substituting the President in the event of illness, absence or inability to act on the part of the President; as well as those functions entrusted to it by these Statutes or by the President himself.
ARTICLE 14.- The Secretary
1. The Secretary of the Board of Trustees shall be appointed by the Founder or, failing this, by the Board of Trustees itself, at the proposal of the President. If the appointed person is not a member of the Board of Trustees, he/she shall have a voice but no vote in the meetings of the Board of Trustees.
2. The duties of the Secretary shall be as follows:
a) To call meetings of the Board of Trustees by order of the President.
b) Drafting and authorising the minutes of the meetings.
c) To issue, with the approval of the President, certifications of the Minutes and other documents in the archives of the Foundation.
d) To prepare and draft the documents to be submitted to the Board of Trustees or the Protectorate for approval.
e) Any other functions inherent to his or her position.
ARTICLE 15. The Vice-Secretary.
1. The Deputy Secretary of the Board of Trustees may be appointed by the Board of Trustees. If the appointee is not a member of the Board of Trustees, he/she shall have the right to speak but not to vote at meetings of the Board of Trustees.
2. The function of the Deputy Secretary shall be to replace the Secretary, with full powers, in cases of illness, absence or inability to act of the Secretary.
ARTICLE 16.- The Executive Commission
1. There shall be an Executive Committee with the following characteristics and operating procedures:
a) Composition. It shall be made up of the President of the Board of Trustees, who shall chair it, the Vice-President of the Board of Trustees and at least one other trustee. The Secretary shall be the Secretary of the Board of Trustees.
b) Term of office. The term of office is four years. However, each appointment shall expire upon termination of the office held on the Board of Trustees.
c) Functions: The main function of the Committee is to examine all documentation to verify compliance with the Foundation's Action Plan and the adoption of the relevant measures to correct any deviations that may occur. It shall also carry out all activities delegated or entrusted to it by the Board of Trustees.
d) Operation: The Committee shall meet at least once a quarter, and whenever convened by the Chairman, who shall indicate the agenda of the matters to be dealt with. The Director of the Foundation shall attend with voice. It shall be validly constituted if two of its members who have the status of Trustees attend the meeting. Resolutions shall be adopted by simple majority and shall be recorded in the corresponding Minutes. The rules of article 11 of these Statutes shall be applicable to the Executive Committee, as appropriate.
ARTICLE 17. The Advisory Council of the Board of Trustees.
1. There shall be an Advisory Council of the Board of Trustees, whose characteristics and operating regime shall be as follows:
a) Composition: It shall be made up of the President of the Board of Trustees, who shall chair it; the Vice-President; the Director of the Foundation, who shall act as Secretary; and an unspecified number of Members, with a minimum of three, freely appointed by the Board of Trustees from among persons of recognised prestige in the cultural, scientific, artistic, political, economic or social world.
(b) Term of office: Two years from the date of appointment.
c) Remuneration: The office of Member of the Board, exclusively, shall be remunerated in the manner and amount determined, in each case, by the Founder or, failing this, by the Board of Trustees.
d) Functions: Its action shall be of a consultative nature and shall consist of collaborating with the Board of Trustees in the choice of the activities to be carried out or in the selection of the beneficiaries of the foundational benefits.
e) Operation: The Board shall meet as often as it is convened by its Chairman, who shall set the agenda for the matters to be discussed. It shall be validly constituted when at least half of its members are present at the meeting, and its members shall be elected by the Board.
Resolutions shall be adopted by simple majority and shall be recorded in minutes drawn up by the Secretary with the President's approval and filed in the corresponding file.
ARTICLE 18.- The Director
1. The Director of the Foundation shall be appointed by the Founder, or, failing this, by the Board of Trustees. Such appointment shall always be made in favour of a person duly qualified to hold such office.
2. By way of example, in addition to all the powers inherent in the post, the Director shall have the following powers:
a) Attending the meetings of the Board of Trustees and the Executive Committee
b) To carry out with the broadest powers the management and execution of the agreements adopted by the Board of Trustees and the Executive Committee; and, in general, as many organisational functions as may be necessary for the best achievement of the foundational purposes.
c) To prepare, propose, direct and execute the Foundation's action programmes.
d) To collaborate in the drafting of the Budget, Action Plans and Annual Accounts for each financial year.
e) Any other attributions or powers conferred upon it by the Board of Trustees or by the Executive Committee.
CHAPTER IV
ECONOMIC REGIME
ARTICLE 19.- Founding capital
1. The founding endowment shall consist of the value of:
a) The financial contribution that constituted the initial endowment at the time of its constitution.
b) The increases in the amount thereof that have taken place up to the present time.
c) The amounts that the Board of Trustees may freely determine each financial year to incorporate into the endowment, on a permanent basis, after fulfilling the established Programmes.
d) The assets, rights or economic resources expressly contributed by any person or entity to increase the foundation's endowment.
2. The endowment may consist of assets and rights of any kind, and must be adequate and sufficient for the fulfilment of the foundational purposes.
3. Increases in the foundational endowment shall be registered by means of a public deed or testimony, with notarially certified signatures, of the resolution adopted by the Board of Trustees.
ARTICLE 20. Composition of the assets.
The Foundation's assets are made up of all the assets, rights and obligations susceptible of economic valuation that make up the endowment, as well as those that the Foundation acquires after its constitution, whether or not they are affected by the endowment. The administration and disposal of the assets is the responsibility of the Board of Trustees.
ARTICLE 21.- Ownership of goods and rights.
The Foundation shall appear as the owner of all the assets and rights comprising its patrimony, which shall be recorded in its annual inventory. The governing bodies shall promote, under their own responsibility, the registration in the name of the Foundation of the assets and rights that make up its patrimony, in the corresponding public registers.
ARTICLE 22.- Disposal and encumbrance.
1. The transfer for valuable consideration or free of charge, as well as the encumbrance of assets and rights that form part of the endowment, or are directly linked to the fulfilment of the foundational purposes, shall require the prior authorisation of the Protectorate. It is understood that such assets are directly linked to the fulfilment of the foundational purposes when this link is contained in an express declaration of intent, whether by the Founder, the Board of Trustees of the Foundation, or by the individual or legal, public or private person who makes a voluntary contribution to the Foundation, and always with respect to the assets and rights contributed. Likewise, the linkage may be made by reasoned resolution of the Protectorate or of the Judicial Authority. Disposals shall be recorded annually in the Register of Foundations at the end of the financial year.
2 The remaining acts of disposal of those assets and rights of the Foundation other than those that form part of the endowment or are directly linked to the fulfilment of the Foundation's purposes, including transactions or commitments, and the encumbrance of real estate, commercial or industrial establishments, assets of cultural interest, as well as those whose amount, regardless of their purpose, is greater than 20% of the assets of the Foundation resulting from the last approved Balance Sheet, must be reported by the Board of Trustees to the Protectorate within a maximum period of thirty working days following their execution.
3 The disposals and encumbrances referred to above shall be entered in the Land Register or in the appropriate public register by reason of their purpose and shall be recorded in the Foundation's Inventory Book.
ARTICLE 23. Economic activities.
The Foundation may carry out economic activities whose object is related to the foundational purposes or are complementary or accessory to them, subject to the rules governing the defence of competition. It may also take part in any economic activities through its participation in commercial companies in which it is not personally liable for the corporate debts. When the participation is majority shareholding, the Protectorate must be informed when this circumstance arises. If the Foundation receives by any title whatsoever a shareholding in companies in which it is personally liable for the corporate debts, it must dispose of said shareholding, unless, within a maximum period of one year, such companies are transformed into others in which the liability of the Foundation is limited.
ARTICLE 24. Accounting.
1. The Foundation shall keep orderly accounts appropriate to its activity, enabling the operations carried out to be monitored chronologically. To this end, it shall necessarily keep a journal and an inventory and annual accounts book.
2. When economic activities are carried out, the Foundation's accounts shall comply with the provisions of the Code of Commerce, and Consolidated Annual Accounts shall be prepared when the Foundation is in any of the situations envisaged therein for the Parent Company.
ARTICLE 25.- Financial year.
The financial year of the Foundation shall begin on 1 January and end on 31 December of each year.
ARTICLE 26. Annual accounts.
1 The Secretary of the Board of Trustees shall draw up and formulate the Annual Accounts within a maximum period of four months from the close of each Financial Year. The Accounts shall be approved by the Board of Trustees within a maximum period of six months from the close of the financial year. The Annual Accounts approved by the Board of Trustees shall be submitted with the Auditor's Report to the Protectorate within thirty working days of their approval.
2 The Annual Accounts, comprising the Balance Sheet, the Profit and Loss Account and the Notes to the Financial Statements, shall be drawn up clearly and shall give a true and fair view of the assets, financial position and results of the Foundation.
3 In addition to supplementing, amplifying and commenting on the information contained in the Balance Sheet and the Income Statement, the Notes to the Financial Statements shall include the following:
a) Foundational activities.
b) Changes in its governing, management and representative bodies.
c) The degree of compliance with the Action Plan, indicating the resources used, their origin and the number of beneficiaries in each of the different actions carried out.
d) The agreements that, where appropriate, have been entered into with other entities for these purposes.
e) The degree of compliance with the rules established by law when regulating the destination of the foundation's income and revenues.
4 The foundational activities shall be detailed with the regulatory requirements.
5 An Inventory of the assets and liabilities shall be included in the Annual Report.
6 In any case, detailed information must be included in a specific section, indicating the different elements that could be assigned to a commercial activity.
ARTICLE 27.- Audit of the accounts
The Foundation shall submit the Annual Accounts of the Foundation to an external audit. This audit shall be contracted and carried out in accordance with the provisions of Law 19/1988, of 12 July, and the Auditors shall have a period of one month from the time the Annual Accounts were delivered to them to draw up the Audit Report.
ARTICLE 28. The Action Plan.
The Board of Trustees shall draw up and submit to the Protectorate, within the last three months of each financial year, an Action Plan setting out the objectives and activities to be carried out during the following financial year.
ARTICLE 29.- Obtaining income.
The Foundation may earn income from its activities, provided that this does not unreasonably limit the scope of its potential beneficiaries.
ARTICLE 30.- Destination of income and revenue
1. The following rules shall apply for the application of the resources to the purposes of the foundation:
a) The Foundation shall allocate each year at least 70% of the results of the economic operations carried out and of the income obtained in any other way, deducting the expenses incurred in obtaining such results. The remainder shall be used by the Board of Trustees to increase the foundation's endowment or reserves. The period for compliance with this obligation shall be between the beginning of the financial year in which the respective results and income have been obtained and the four years following the close of that financial year.
(b) the expenditure incurred in obtaining such income may comprise, where appropriate, the proportionate share of expenditure on external services, staff costs, other management costs, financial charges and taxes, in so far as they contribute to obtaining the income, excluding from this calculation the expenditure incurred in pursuance of the statutory objectives.
c) The calculation of income shall not include contributions or donations received as an endowment at the time of incorporation or at a later time, nor income obtained from the transfer for valuable consideration of real estate in which the Foundation carries out the activity proper to its object or specific purpose, provided that the amount of said transfer is invested in real estate in which said circumstance is present.
d) Administrative expenses are understood to be those directly incurred in the administration of the assets and rights that make up the patrimony of the Foundation, and those others for which the trustees are entitled to compensation because they are duly justified and have been incurred in the exercise of their functions.
e) The Board of Trustees shall decide freely, albeit within the Foundation's scope of action, and according to the specific objectives which, in its opinion, are a priority, the activities to be carried out in each financial year and the necessary means.
CHAPTER V
MODIFICATION, MERGER AND EXTINCTION OF THE FOUNDATION
ARTICLE 31.- Amendment of the Articles of Association
1. The Board of Trustees may agree, by a two-thirds majority of the Trustees, to amend the Statutes of the Foundation whenever it is in the best interests of the Foundation.
2. When the circumstances that presided over the constitution of the Foundation have changed in such a way that it cannot act satisfactorily in accordance with its Statutes, the Board of Trustees shall agree to modify them.
3. The modification or redrafting of the Statutes agreed by the Board of Trustees shall be communicated to the Protectorate.
4. The modification or redrafting must be formalised in a public deed and registered in the corresponding Register of Foundations.
ARTICLE 32. Mergers
1. The Board of Trustees may agree, by a two-thirds majority of the Trustees, to merge the Foundation with another, subject to prior agreement with its Board of Trustees, and the Protectorate shall be notified.
2. The merger shall require the execution of a public deed and registration in the corresponding Register of Foundations. The deed shall include the Articles of Association of the Foundation resulting from the merger, as well as the identification of the members of its first Board of Trustees,
ARTICLE 33 - Termination
1. Causes of extinction: The Foundation shall be extinguished for the following causes:
a) When the foundational purpose has been fully achieved.
b) When it is impossible to achieve the foundational purpose, without prejudice to the provisions of the Law.
c) When this results from a merger with another Foundation.
d) When there is any other cause foreseen in the constitutive act or in these Statutes.
e) When any other cause established by law occurs.
2. Forms of extinction. The termination of the Foundation shall take place in the following manner:
a) In the cases contemplated in paragraphs a), b) and d) of the previous section, the termination of the Foundation shall require the agreement of the Board of Trustees, ratified by the Protectorate. If there is no agreement of the Board of Trustees, or if this is not ratified by the Protectorate, the termination of the Foundation shall require a reasoned judicial resolution, which may be requested by the Protectorate or by the Board of Trustees, as the case may be.
(b) In the case of paragraph (e) of the preceding subparagraph, a reasoned court decision shall be required.
c) The termination agreement or, where appropriate, the judicial decision, shall be entered in the corresponding Register of Foundations.
3. Liquidation: The extinction of the Foundation, except in cases of merger, shall determine the opening of the liquidation procedure, which shall be carried out by the Board of Trustees under the control of the Protectorate. The assets and rights resulting from the liquidation shall be destined to another foundation or non-profit entity that pursues similar general interest purposes and whose assets, even in the event of dissolution, have been allocated to the achievement of those purposes, and which is considered a beneficiary of patronage and the effects provided for in articles 16 to 25 of Law 49/2002 of December 23rd. The assets and rights resulting from the liquidation may also be assigned to public entities of a non-foundational nature that pursue general interest purposes. The Foundation or entity to which the assets resulting from the liquidation will be destined will be decided by the Board of Trustees.
These Statutes were approved by the Board of Trustees at its meeting held on 11 March 2009 and registered by public deed authorised by the Notary Public of Madrid, Mr. Santiago Mª Cardelús Muñoz-Seca, on 22 April 2009, under number 1,077 of his protocol.
