• CHAPTER IV

    Organization and operation

    Article 16. The Board

    The Board of Trustees is the governing and administrative body of the Foundation, represents and manages it, and assumes all the powers and functions necessary for the achievement of its founding purposes.

    Article 17. Composition of the Board of Trustees and requirements for membership

    The Board of Trustees is a collegiate body made up of natural or legal persons and has a minimum number of three members and a maximum of eight.

     

    Any natural person with full capacity to act may be a member of the Board of Trustees; that she has not been disqualified or incapacitated from exercising public office or office or from administering property and has not been convicted of crimes against property or socio-economic order or crimes of forgery.

     

    Legal entities must be represented on the Board of Trustees, in a stable manner, by the person to whom this function falls in accordance with the rules governing them, or by the person designated for this purpose by the corresponding competent body.

    Article 18. Designation, renewal and exercise of office

    The appointments of the subsequent trustees and the filling of vacancies must be agreed by the Board itself by co-option with the majority required in article 27. In the composition of the Trustees after the initial one of its members must always be appointed on proposal. of the Olot City Council and the others will be at the discretion of the patrons themselves, according to proposals that each may submit, although care will be taken to ensure that one of its members is a person of recognized relevance within the scope of the founding purposes. In order to facilitate efficiency in decision-making, in the event that the Board decides to increase the number of trustees, it will always do so under the criteria of the maximum executive capacity of the body.

     

    The trustees hold office for a term of six years. However, for the purposes of establishing a partial renewal system, the initial Board of Trustees is excepted in which:

     

    a) A term of six years shall be fixed for two of the three members designated in the charter.

     

    b) the term of office of the third member designated in the charter shall be set at three years.

     

    All designated trustees (both for the initial and subsequent Trustees) are eligible for re-election for a maximum of nine years.

     

    The trustees who for any reason cease before the deadline for which they were appointed may be replaced by appointment of the Board of Trustees. The alternate person will be appointed for the time remaining for the expiration of the term of office of the replaced employer, but may be re-elected for the same terms established for the other members, respecting the maximum re-eligibility period.

     

    The members of the Board of Trustees take office after having expressly accepted the position in one of the forms established in the applicable legislation.

    Article 19. Gratuity

    The trustees hold office free of charge, without prejudice to the right to be reimbursed for duly justified expenses and to compensation for damages caused to them by the performance of the duties of the office.

     

    Employers, or related persons, may establish a paid employment or professional relationship, provided that it is formalized by means of a contract that clearly determines the employment or professional tasks that are remunerated, tasks that in any case must be different from those of the position. Prior to the formalization of the contract, the responsible declaration must be adopted in the legally required terms.

    Article 20. Powers and delegation of functions

    The Board of Trustees has all the powers conferred on it by the articles of association and, in general, those it requires for the achievement of its founding purposes, without more exceptions than those established in the applicable legislation and in these statutes.

     

    The Board of Trustees may delegate its functions in accordance with these statutes and the applicable legislation. In any case, the following powers are exclusively delegated and correspond to the Board of Trustees:

     

    a) The modification of the statutes.

    b) The merger, spin-off or dissolution of the Foundation.

    c) The preparation and approval of the budget and documents that make up the annual accounts.

    d) Disposals of assets that, together or individually, have a value of more than twenty parts of the Foundation's assets, unless it is the sale of securities with official quotation for a price that is at least the contribution. However, powers of attorney may be made for the award of the corresponding act under the conditions approved by the Board of Trustees.

    e) The constitution or endowment of another legal person.

    f) The merger, spin-off and transfer of all or part of the assets and liabilities.

    g) The dissolution of companies or other legal entities.

    h) Those that require the authorization or approval of the Protectorate or the adoption of a responsible declaration.

    i) The adoption and formalization of the responsible declarations.

     

    The provisions of this article shall be without prejudice to the necessary authorizations of the Protectorate or the communications to be made to it in accordance with current legislation.

    Article 21. Call regime

    21.1. The Board of Trustees must meet in ordinary session four times a year, within each calendar quarter.

    It must meet in extraordinary session, upon convocation and at the initiative of its president, as many times as it deems necessary for the proper functioning of the Foundation. It shall also meet at the request of one-fourth of its members, in which case the meeting shall be held within 30 calendar days of the request. The Board of Trustees may also meet without prior notice or with an irregular call if all its members are present or represented at the meeting and unanimously accept the holding of the meeting and the agenda.

     

    21.2. The Board of Trustees may exceptionally meet by videoconference, multi-conference or any other system that does not involve the physical presence of the Trustees. In such cases, it is necessary to ensure the identification of those attending the meeting, the continuity of communication, the possibility of intervening in the deliberations and the issuance of the vote. The meeting shall be held at the place where the chair is located. Virtual meetings should be attended by those who have participated in the multi-conference and / or video conference. The meeting shall be convened by the chairman and shall contain the agenda for all matters to be discussed at the meeting, except for which no valid arrangements may be made.

     

    21.3. The meeting must be convened at least eight calendar days from the scheduled date.

     

    21.4. No agreement is allowed without prior meeting.

    Article 22. Charges

    The Board of Trustees will appoint:

     

    a) a president

    b) a vice-president

    c) a secretary who will also have the functions of treasurer.

     

    All positions must be held by trustees except for the secretary or treasurer, who may not have this status.

     

    Other patrons who do not hold any of these positions have the status of members.

    Article 23. The President

    The president has the following powers:

     

    a) To represent the Foundation institutionally.

    b) To order the convocation, to fix the agenda and to preside over, suspend and adjourn the sessions of the Board of Trustees, as well as to direct the deliberations.

    c) To decide with its quality vote the result of the votes in case of a tie.

    d) The other powers indicated in these statutes and those that are expressly entrusted to it by the Board of Trustees, in accordance with the provisions of the applicable regulations.

    Article 24. The Vice President

    The vice-president replaces the president in case of incapacity or absence.

    Article 25. The secretary ‑ treasurer

    The Secretary - Treasurer:

     

    a) convenes, on behalf of the President, the meetings of the Board of Trustees and extends the minutes, keeps the book of minutes and delivers the certificates with the approval of the President or by order, in his absence, of the Vice President.

     

    b) Orders and controls money and social resources.

     

    c) Orders the accounting.

     

    Accounts, deposits and other bank or financial charges must be opened and arranged with the joint signature of at least two of the following three positions: Chairman, Vice-Chairman and Secretary-Treasurer.

     

    The Secretary-Treasurer also carries out the other functions inherent in his / her position and these statutes are attributed to him / her.

    Article 26. How to deliberate and adopt agreements

    The Board of Trustees is validly constituted in the first call when they attend the meeting, in person or represented in the legally permitted manner, half plus one of the trustees and in the second call the assistance of a quarter of its members is required. For the constitution of the meetings of the Board of Trustees to be valid, at least two trustees must attend both convocations.

     

    Board members may delegate their vote in writing to other trustees in writing on specific acts. If a trustee is a trustee because he is in charge of an institution, the person who can replace him may act on his behalf according to the rules of organization of the same institution.

     

    Each trustee has one vote and resolutions are adopted by a majority of the votes of those present and represented at the meeting. In the event of a tie, the President's casting vote shall decide.

     

    The general manager, if not a trustee, may attend the meetings of the Board of Trustees with a voice but without a vote when convened. If you have the status of patron, you can attend with voice and vote.

     

    People who the Board deems appropriate to invite may also attend these meetings, with or without a vote.

    Article 27. Qualified majority

    A favorable vote of three-quarters of the trustees (whether or not they attend the respective meeting) will be required for the adoption of the following agreements:

     

    a) Modification of the statutes

    b) Change in the number of patterns

    c) Appointment of patrons

    d) Dissolution, merger or spin-off of the Foundation.

    e) Adoption of responsible statements. In this case, the qualified majority does not count the votes of those who cannot vote due to a conflict of interest.

    Article 28. About the acts

    At each meeting, the secretary shall draw up the corresponding minutes, which shall include the date, place, agenda, attendees, a summary of the matters dealt with, the interventions of which it has been requested that it be recorded and the agreements adopted, indicating the result of the votes and the majorities.

     

    The minutes must be drafted and signed by the secretary with the approval of the chairman and may be approved by the Board of Trustees after the corresponding session or at the next meeting. However, the agreements shall be enforceable from the time of their adoption, unless expressly provided in the statutes or at the time of the adoption of the agreement, which are not enforceable until the minutes are approved. If they are required to register, they are enforceable from the time of registration.

     

    The Foundation must keep a book of minutes in which all those that have been approved by the Board of Trustees are recorded.

    Article 29. Conflict of interest

    The trustees must communicate any situation of conflict, direct or indirect, that they have with the Foundation, before the Board of Trustees adopts an agreement in respect of which there may be a conflict between a personal interest and the interest of the Foundation; they shall provide relevant information and shall refrain from intervening in the deliberations and voting.

     

    It is equated with self-interest, for the purpose of assessing the existence of a conflict of interest, the interest of the following persons:

     

    1. If it is a natural person, that of the spouse, that of other people with whom he is especially linked by emotional ties, that of his relatives in direct line without limitation and in collateral line up to the third degree consanguinity or affinity, and that of the legal persons in which administrative functions are exercised or with which a decision-making unit is set up, directly or through an intermediary, in accordance with the commercial legislation.

     

    2. In the case of a legal entity, its directors or proxies, its controlling partners and the entities with which it forms a decision-making unit, in accordance with commercial law.

     

    In the event of a conflict of interest between the Foundation and any of the persons belonging to one of its bodies, the persons concerned may not intervene in the decision-making or the adoption of agreements; if the agreement is adopted or the act in question is carried out, it must be notified to the Protectorate within the following thirty days.

    Article 30. Limitations in case of conflict of interest

    The trustees and the persons who are specially linked to it, in accordance with the previous article, can only carry out operations with the Foundation if the necessity and prevalence of the foundational interests over the personnel of the trustee or related persons is sufficiently proven. Before carrying out the operation, the board of trustees must adopt a responsible declaration and submit it to the protectorate, together with the relevant supporting documentation provided for by law.

    Article 31. Employers' commitments

    The members of the Board of Trustees, upon taking office, and for the entire duration of the same, undertake to:

     

    1. To exercise the position in the exclusive interest of the Foundation, giving absolute priority to the respect and fulfillment of their aims and objectives.

     

    2. Not to use the status of member of the Board of Trustees, nor the information obtained for the reason of the position, to make use of it for private purposes and to obtain an economic benefit.

     

    3. Do not take advantage of business opportunities that are presented to you or that you have become aware of because of your status as an employer.

     

    4. Not to carry out professional, commercial or industrial activities that may be directly related to the activities of the foundation, as well as not to acquire shares in companies that carry out an activity related to those of the Foundation and that may therefore cause a conflict situation. of interests, if they have not been previously authorized by the Board of Trustees and the Protectorate, when required by law.

     

    5. If the professional, commercial or industrial activities that may lead to a conflict of interest were carried out prior to being proposed in office, the Protectorate must be notified before accepting the position. Participations in companies must also be communicated in the same circumstances.

     

    6. You may not participate in or develop services in companies or companies in which the Foundation has a shareholding, unless they have previously been authorized by the Board of Trustees and the Protectorate, when required by law, as long as you remain in office and up to one year after ceased in the same.

     

    When the employer is a legal entity, public or private, these duties will be enforceable on both the entity and the persons representing it.

     

    All these duties will also be due to the General Director of the Foundation, whether or not he is a trustee and the first two cases will be due to all the employees of the Foundation.

    Article 32. Termination

    1. Employers cease to hold office for the following reasons:

     

    a) Death or declaration of absence, in the case of natural persons, or extinction, in the case of legal persons.

    b) Disability or disqualification.

    c) Termination of the person in office due to which he was a member of the Board.

    d) Termination of the term of office, unless renewed.

    e) Resignation notified to the Board of Trustees.

    f) A final court ruling deeming the action for liability for damages to the Foundation or decreeing the removal of the position.

    g) The others established by law.

     

    2. The resignation from the position of trustee must consist of any of the forms established for the acceptance of the position, but it only takes effect before third parties when it is registered in the Register of Foundations.

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