Article 9. Foundation assets and economic activities
The Foundation's assets are linked to the fulfillment of its founding purposes. The heritage is integrated:
a) for the initial endowment that appears in the charter.
b) for all the goods and rights of economic content that the Foundation accepts and receives in order to increase the endowment.
c) for all contributions, subsidies, consideration, income, fruits, income and products, and other assets incorporated into the assets of the Foundation by any title or concept.
Article 10. Acts of disposition
10.1. The assets that make up the endowment and those intended directly for the fulfillment of the foundational purposes can only be alienated or encumbered for consideration and respecting the conditions set by the founders or contributors. The proceeds from their disposal or encumbrance must be reinvested in the acquisition or improvement of other assets by applying the principle of actual subrogation.
10.2. If there are exceptional circumstances that prevent the fulfillment of the duty of reinvestment in whole or in part, the board of trustees, before carrying out the act of disposition, must present a responsible statement to the protectorate stating that these circumstances occur and must provide a report signed by independent technicians proving the need for the act of disposition and the reasons justifying the non-reinvestment. It must also justify the destination of the non-reinvested product, which must always be within the purposes of the foundation.
10.3. The necessity and convenience of direct or indirect disposal or encumbrance operations must be justified and documented. The Board of Trustees, before making the acts of disposition, must have the appropriate information to make the decision responsibly.
Prior authorization from the Protectorate is required to make acts of disposition, encumbrance or extraordinary administration in the following cases:
a) if the donor has expressly requested it,
b) if it is established by a statutory provision,
c) If the goods or rights subject to disposal have been received from public institutions or have been acquired with public funds.
10.5. The Board of Trustees may, whenever necessary and in accordance with the economic situation and current legislation, make the appropriate modifications to the investments of the foundation's assets.
10.6. For the performance of acts of disposition on the assets and rights that constitute the founding patrimony and for the acceptance of inheritances, legacies or other assets and rights likely to integrate the founding capital, the favorable vote of the Board of Trustees with a simple majority of the trustees attending the meeting and compliance with the legally required requirements.
10.7. When acts of disposition, alienation or encumbrance require the adoption of a responsible declaration, a favorable vote of two-thirds of the total number of trustees shall be required, not counting those who are unable to vote due to a conflict of interest with the foundation.
Article 11. Accounting regime
11.1. The Foundation must keep a journal and a book of inventory and annual accounts.
The Board of Trustees of the Foundation must make the inventory and must formulate the annual accounts simultaneously and with the date of the closing day of the financial year, in accordance with the generally accepted accounting principles and with the provisions that in each if applicable.
The fiscal year will coincide with the calendar year. With the exception of the first financial year, which will begin on the day the charter is awarded and will end on 31 December of the same year.
11.3. The annual accounts form a unit and are made up of the following documents, in the case of being legally mandatory:
the balance sheet,
profit and loss account,
the statement of position of changes in equity account,
the cash flow statement
the report, in which the information contained in the balance sheet and in the income statement must be completed, extended and commented on, and the actions carried out in compliance with the founding purposes must be detailed and the number of beneficiaries must be specified. the services they have received, as well as the resources from other years pending destination, if any, and the majority of investee companies, indicating the percentage of participation.
11.4. The information on the responsible declarations and on the perfection of the acts or contracts that are the object of them must form part of the minimum content of the report of the annual accounts.
11.5. The Board of Trustees must approve the annual accounts within the six months following the closing date of the financial year, which must be submitted in the manner provided by law to the Protectorate of the Government of Catalonia for deposit within a period of 30 days from their approval.
11.6. The Board of Trustees must approve and submit, in relation to the temporary financial investments it makes in the stock market, an annual report on the degree of compliance with the code of conduct to be followed by non-profit entities, in accordance with the regulations in force or with the provisions of the regulatory authority.
11.7. The annual accounts will be subject to an annual external audit.
Article 12. Annual resources
The Foundation’s annual financial resources must be comprised of:
a) the income and returns produced by the asset,
b) the favorable balances that may result from the founding activities and
c) grants and other benefits received for this purpose that do not have to be incorporated into the foundation’s assets.
Article 13. Mandatory application
The Foundation must allocate at least seventy percent of the income and other net annual income obtained to the fulfillment of the foundational purposes. The rest should be spent either on the deferred fulfillment of the purposes or on the increase of their own funds. The Board of Trustees must approve the application of the income.
If the Foundation receives assets and rights without specifying their destination, the Board of Trustees must decide whether to integrate the endowment or apply directly to the achievement of the founding purposes.
The application of at least seventy percent of the income to the fulfillment of the foundational purposes, must be made effective within four years from the beginning of the following one to the one of the accounting accreditation.
Article 14. Operating expenses
Expenses arising from the operation of the Board of Trustees and their delegated bodies, not counting for this purpose the cost of management functions, may not exceed fifteen percent of the net income obtained during the year.
Article 15. Participation in companies
The Foundation may set up and participate in companies without the need for prior authorization, unless this entails personal liability for social debts.
The Foundation must notify the Protectorate within thirty days of the acquisition and holding of shares or participations that confer on it, directly or indirectly, the control of companies that limit the liability of the members.
In any case, the performance by the Foundation of corporate administration tasks must be compatible with the fulfillment of the foundational purposes.
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