Statutes

FIRST TITLE. GENERAL DISPOSITION

Art. 1.- Purpose and aim

The “Miguel Litton Foundation for medical-surgical cooperation”, is a private and non-profit organization, whose patrimony is affected, in a lasting way while its assets rely on the will of its founders who are strongly committed to the general interest and therefore established in article 6 of these statutes.

Art. 2.- Personality and ability

The constituted Foundation, once registered in the Registry of Foundations, has its own legal personality and full capacity to act, being able to carry out, all those that are necessary actions for the fulfilment of the purpose for which it was created, subject to what is established in the legal system.

For this reason, the Foundation can, with an enunciative and non-limiting character, acquire, dispose, dispose of, encumber and exchange goods of all kinds; celebrate all kinds of acts and contracts; contract obligations; renounce and compromise assets and rights, as well as promote, oppose, follow and desist the procedures that were appropriate, and freely exercise all kinds of rights, actions and exceptions before the ordinary and special courts and tribunals and agencies of the Public Administration, and any others of the State, Autonomous Community, Province, Municipality and other Corporations and Entities.

Art. 3.- Regime

1. The Foundation is permanent, and its duration is indefinite.

2. The Foundation will be governed by Law 50/2002, of December 26, as well as by its development regulations and the other legal provisions in force; by the will of the Founders manifested in the founding document, by these Statutes and by the norms and dispositions that, in interpretation and development of the same, establish the Board.

Art. 4.- Nationality and domicile

The Foundation that is created has Spanish nationality.

The address of the Foundation will be located at Calle Genova 3 2nd floor, 28004, Madrid.

The Board of Trustees may promote the change of address by means of the opportune statutory modification, with immediate communication to the Protectorate, in the manner foreseen in the current legislation.

Art. 5.- Scope of action

The Foundation will develop its activities throughout the territory of the State without prejudice to its actions abroad.

SECOND TITLE. PURPOSES AND ACTIVITIES

Art. 6.- Purpose

The aims of general interest of the Foundation are framed in all the activities related to the achievement of the following objectives:

a) Promotion and development of prevention in the area of health
b) Medical-surgical missions’ organizations for the countries of Central America
c) Basic and clinical research in the specialty of urology
d) Development of teaching programs in the fields of action of the Foundation

Art. 7.- Foundational activities

The Foundation, for the achievement of its purposes, can carry out the following activities:

1. PROMOTION AND DEVELOPMENT OF PREVENTION IN THE AREA OF HEALTH:
a. Attention and study about unhealthy customs among the population (differences between men and women).
b. Promote healthy living habits through campaigns and informative days in the different forums of action.
c. Training of community leaders in less favoured populations.

2. ORGANIZATION OF MEDICAL-SURGICAL MISSIONS.
a. Conducting scheduled consultations for cases of difficult resolution.
b. Clinical-surgical sessions for programming of surgery sessions.
c. Displacement to the Collaborating Hospitals of the teams of professionals for the execution of the surgical programs.

3. BASIC AND CLINICAL RESEARCH.
a. Development of research lines in the area of urology, in collaboration with the Spanish Society of Urology.
b. Participation in multi-centre projects with Hospitals of Central America.

4. DEVELOPMENT OF TEACHING PROGRAMS.
a. Organization of conferences and congresses in the specialty of Urology.
b. Surgical training programs for Hospitals of Central America.
c. Developments of Continuing Education programs for young surgeons.

The development of the aims of the Foundation may be carried out, among other possible ways, which are listed without exhaustive purpose:

a) For the Foundation directly, in its own facilities or those of others.

b) Creating or cooperating with the creation of other entities of an associative nature, foundational or societaria.

c) Participating or collaborating in the development of the activities of other entities, organisms, institutions or persons of any kind, physical and legal, that may in some way serve the purposes pursued by the Foundation.

Art. 8.- Freedom of action

The Board will have full freedom to determine the activities of the Foundation, tendentes to the achievement of those specific objectives that, in the opinion of that and within the fulfilment of its purposes, are the most appropriate or convenient at all times.

Art. 9.- Determination of the actions

The decision of the actions to be carried out by the Foundation will be adopted by the Board with criteria of effectiveness to achieve its objectives.

The protective partners and the entities that so wish may present the proposal of actions, studies or projects, always accompanied by the information, documentation and memory necessary to be valued. The projects will be previously announced to the Board so that in ordinary or extraordinary meeting it decides on them. Once approved the action, study, project or, in general, initiative the Board will seek the sponsorship of the same and once obtained the same proceed to its implementation.

Art. 10.- Beneficiaries

1. The Foundation considers beneficiaries of its actions to the whole of Spanish society, to Central Americans and others.

2. No one may claim, individually or collectively before the Foundation, any right to the enjoyment of its benefits, before they were granted, nor impose their attribution to specific persons.

Art. 11.- Destination of revenue and income

1. In order to achieve the foundational purposes, at least 70% of the results of the economic operations that are developed must be allocated, minus the expenses incurred to obtain them, and the rest must be allocated to income obtained through any other concept and to increase the foundational endowment or reserves according to the Board’s agreement. Donations received as an endowment will not be included in the calculation of income.

2. The Foundation may enforce this obligation in the period between the beginning of the year in which results and income are obtained and the four years following the end of that year.

TITLE THIRD. GOVERNMENT OF THE FOUNDATION. PATRONATO

Art. 12.- Nature

The Board of Trustees is the government, representation and administration body of the Foundation that will execute the functions that correspond to it, subject to the provisions of the Legal Order and the present Statutes.

Art. 13.- Composition of the Board

The Board of Trustees will initially be composed of six founding patrons and will be the one designated in the articles of incorporation. The Board of Trustees will also have elected employers, which up to a number of twenty-four may be appointed by the founding trustees. Both the founding employers and the employers appointed by them will always be natural persons who in no case will act on behalf of legal persons.

Art. 14.- Term of office, appointments and replacement of employers

The founding trustees will carry out their duties indefinitely unless some of the causes of termination provided in these statutes are given. The elected employers will exercise their functions for two years, being able to be re-elected by the founding patrons an indefinite number of times. The Board of Trustees may determine the procedure for the election of new employers among the founding patrons of the Foundation.

When one of the founding employers causes a low one, it will be covered by the election of an elected employer that the founders will elect by a majority of at least two thirds.

Art. 15.- Acceptance of the position of employer

The employers will enter to exercise their functions after having expressly accepted the position in a public document, in a private document with a signature legitimated by a notary or by an appearance made for that purpose in the Registry of Foundations. Likewise, the position may be accepted before the Board of Trustees, accredited by means of a certificate issued by the Secretary, with a notarized signature.

In any case, the acceptance will be communicated formally to the Protectorate and will be registered in the Foundations Registry.

Art. 16.- Cessation of employers

1. The termination of the patrons of the Foundation will occur in the following cases: death or declaration of death; resignation communicated with due formalities; for incapacity, disqualification or incompatibility, in accordance with the provisions of the Law; by judicial resolution; by decision of two thirds of the founding patrons on the proposal of at least three of them; or by the end of the period for which he was appointed.

2. The resignation may be carried out by any of the means and through the procedures foreseen for the acceptance of the position of employer.

Art. 17.- Organization of the Board

A President shall be appointed from among the members of the Board of Trustees and one or more Vice Presidents may be elected.

Likewise, the Board of Trustees will appoint a Secretary who may or may not be an employer. In case of not being an employer, he will have a voice but will not vote in the meetings of the Board.

Art. 18.- The President

The President is responsible for representing the Foundation before all kinds of people, authorities and public or private entities; It will convene the meetings of the Board of Trustees, preside over them, direct its debates, decide with its vote the ties in the voting, and, in its case, execute the agreements, being able to do all kinds of acts and sign those documents necessary for that purpose.

Art. 19.- The Vice President

The Vice President shall perform the functions of the President in cases of absence, illness or vacancy, and may also act on behalf of the Foundation, in those cases determined by agreement of the Board.

Art. 20.- The Secretary

The functions of the Secretary are the custody of all the documentation pertaining to the Foundation, to prepare the minutes corresponding to the meetings of the Board, to issue the certifications and reports that are necessary and, all those that expressly delegate it. In the cases of illness, absence or vacancy, the youngest member of the Board shall act as Secretary.

Art. 21.- Powers of the Board

Its competence extends to resolve the incidents of everything that concerns the government, representation and administration of the Foundation, as well as the interpretation and modification of these Statutes.

Regardless of the functions granted by the present Statutes, and without prejudice to requesting the mandatory authorizations to the Protectorate, merely by way of enunciation, the powers of the Board shall be:

1. To exercise top management, inspection, surveillance and orientation of the work of the Foundation and approve the management plans and periodic action programs of the same.
2. Interpret, develop, where appropriate, with the appropriate complementary regulations and adopt agreements on the modification of the founding statutes, whenever it is convenient for the interests of the Foundation and the best achievement of the ends.
3. Set the general or special lines of operation of the entity.
4. Appointing general or special attorneys.
5. Select the beneficiaries of the foundational benefits.
6. Approve the action plan, the report, as well as the balance sheet and the profit and loss account that must be presented to the protectorate.
7. Change the address of the Foundation, through the appropriate statutory reform and with subsequent communication to the Protectorate and agree on the opening and closing of its delegations.
8. Adopt agreements on the merger or extinction of the Foundation; the latter in case of impossibility of fulfilling its objectives.
9. Delegate its powers to one or more employers, without which the approval of the accounts and the plan of action can be delegated, those acts that require the authorization of the protectorate, the adoption of the modification, merger or liquidation agreements. the foundation.
10. To approve the acquisition, transfer and encumbrance-including mortgages, pledges or antithesis of movable or immovable property for or by the Foundation, signing the corresponding contracts.
11. Accept the acquisition of goods or rights for the Foundation or for the fulfilments of a specific purpose of those included in the object of the Foundation, provided that it freely considers that the nature and amount of the property or rights acquired is adequate or sufficient for the fulfilment of the purpose to which the same goods or rights have been destined, their income or fruits.
12. Settle financial operations of all kinds with public and private entities, including loans and credits.
13. Decide on the acquisition and sale of the transferable securities that may make up the Foundation’s portfolio.
14. Collect and collect the income, fruits, dividends, interest, profits and any other products and benefits of the assets that make up the Foundation’s assets, as well as how much amounts are due to it for any title or person, physical or legal.
15. Exercise the rights of political and economic nature that correspond to the Foundation as owner of shares and other transferable securities of its membership and in this sense attend, deliberate and vote, as it has good, through the representation agreed, in the Boards Generals, Assemblies, Trade Unions, Associations and other organizations of the respective Companies or issuing entities, making use of all the legal faculties attributed to the aforementioned owner, arranging, granting and subscribing the acts, contracts, agreements, proposals and documents that he deems appropriate.
16. Make all necessary payments, including those of passive dividends and those of the precise expenses to collect, administer and protect the funds that the Foundation always has.
17. To agree on the execution of the works that it deems appropriate for the Foundation’s own purposes and to contract services and supplies of all kinds, whatever their quality and importance, being able to freely use any procedure to do so.
18. Exercise all rights, actions and exceptions, following all its procedures, instances, incidents and resources as procedures, files, claims and judgments are of interest to the Foundation and granting the powers it deems necessary, including the acquittal of positions and the review trial.
19. To exercise, in general, all the functions of disposition, administration, conservation, custody and defence of the assets of the Foundation, judicially or extrajudicially.
20. In general, how many other functions should be developed for the administration or government of the Foundation, subject in all cases to the legal requirements.

The execution of its agreements will correspond to the president, notwithstanding that in said agreements it can be expressly designated to another or other Trustee.

Art. 22.- Meetings of the board and convocation

The Board of Trustees will meet, at least, twice a year and as many times as necessary for the good running of the Foundation through its Executive Committee composed of the founding patrons and the one designated by the founding patrons. It is the responsibility of the President to convene meetings thereof, either on his own initiative or when requested by one third of his members of the Executive Committee.

The call will be made by the Secretary and will be sent to each of the members, at least, three days before the date of its conclusion, using a means to record their receipt. The meeting will indicate the place, date and time of the meeting, as well as the order of the day.

No prior call will be necessary when all members of the Executive Committee are present and unanimously agree to hold the meeting.

Art. 23.- Form of deliberating and taking agreements

The Board will be validly constituted when at least half plus one of its members attend.

The resolutions of the Board of Trustees will be immediately executory and will be approved by a majority vote of those present except for the votes previously provided in these bylaws regarding the appointment of elected employers. However, the favourable vote of a majority of two thirds of the members of the board of trustees will be required to approve agreements that refer to: amendment or modification of the bylaws, determination of the number of patrons of the foundation, positions in the board, cessation of employers and positions with legal or statutory cause, alienation and encumbrance of the assets that make up its assets, merger and extinction of the Foundation.

From the meetings of the Board of Trustees, the Secretary will draw up the corresponding Minutes, which must be signed by all the members present and approved at the same or the next meeting. Once approved, it will be transcribed to the corresponding book of minutes and will be signed by the Secretary with the approval of the President.

Art. 24.- Obligations of the Board

In its performance, the Board shall comply with the provisions of current legislation and the will of the founder expressed in these Bylaws.

It is the responsibility of the Board of Trustees to fulfil the foundational aims and to administer the assets and rights that make up the Foundation’s patrimony, maintaining fully the performance and usefulness of them.

The Board of Trustees will give enough information about the aims and activities of the Foundation, so that they may be known by their potential beneficiaries and other interested parties.

Art. 25.- Obligations and responsibility of employers

Among others, employers are obliged to ensure that the purposes of the Foundation are fulfilled, to attend the meetings to which they are summoned, to perform the duties with the diligence of a loyal representative, to keep the assets in good state of preservation and production. values ​​of the Foundation and comply with the provisions of current legal provisions and these Bylaws.

The employers will be jointly and severally liable for the foundation of the damages and losses caused by acts contrary to the Law or the Statutes or those carried out without the diligence with which they must perform the position. Those who have voted against the agreement will be exempt from liability, and those who prove that, having not intervened in its adoption and execution, were unaware of its existence or, knowing it, did everything necessary to avoid the damage or, at least, expressly opposed that.

Art. 26.- Free nature of the position of employer

Employers will exercise their position free of charge without, in any case, receiving compensation for the performance of their duties.

Employers shall be entitled to be reimbursed for duly justified expenses incurred by the performance of their function.

Notwithstanding the provisions of this article, the Board of Trustees may establish an adequate remuneration for those employers who provide the Foundation with services other than those implied by the performance of the functions that correspond to them as members that are under the administration of the Board, with prior authorization. of the Protectorate.

Art. 27.- Of the protective partners

The individuals who make an annual donation will be protective partners of the Foundation. The protective partners may participate in the acts of the Foundation intended for them, receive due information on the activities of the same and may make suggestions to the Board for the fulfilment of the purposes of the Foundation.

TITLE FOUR. ECONOMIC SYSTEM

Art. 28.- Endowment

The endowment of the Foundation will consist of:

a) For the initial endowment.

b) For the goods and rights acquired or subsequently acquired by the Foundation and that receive the qualification of dotacionales.

Art. 29.- Heritage

The patrimony of the Foundation can be constituted by all kinds of goods, rights and obligations susceptible of economic valuation located anywhere, and especially by the following:

a) Real estate, which will be registered in the Property Registry in the name of the Foundation.

b) Transferable securities, which will be deposited in the name of the Foundation in banking or savings establishments.

c) Personal property, property titles, deposit slips or any other documents proving ownership, possession, use, enjoyment or any other right that the Foundation owns.

d) Libraries, archives, and other assets of any kind, which will appear in your inventory.

Art. 30.- Investment of the patrimony of the Foundation

1. The patrimony of the Foundation will be invested in the most appropriate way for the fulfilment of the purposes of the foundation and the obtaining of returns such as interest, periodic dividends, revaluations and other fruits or capital increases.

2. Without prejudice to the administrative authorization or communication procedures that may correspond, the board may at any time, and as many times as necessary, in accordance with what the economic situation advises, make the modifications it deems necessary or convenient in the investments of the founding patrimony.

Art. 31.- Revenues and incomes

Among others admitted in Law, the income of the Foundation may come from:

a) The returns of the own patrimony.

b) The proceeds from the sale of the shares, bonds and other securities, including subscription rights for shares that the Foundation does not exercise.

c) Grants, donations, inheritances and legacies.

d) The amounts that the Foundation may receive for its services and activities.

e) The financial means that the Foundation can obtain from any public or private entity, in Spain and abroad.

f) The funds that are attached and that can be used to fulfil the purposes of the Foundation.

g) Any other resources that the Foundation may procure as owner of its assets, such as intellectual or industrial property rights, or other similar resources.

Art. 32.- Affectation

1. The assets and income of the Foundation shall be understood as attached to the achievement of the objectives of the Foundation.

2. In accordance with the general rule established in article 11 of these statutes, the ascription of the foundational patrimony to the attainment of the aims of general interest indicated in article 6 thereof is common and undivided; that is, without assigning parts or quotas, equal or unequal, of the endowment and foundational rents to each one of them. Consequently, Miguel Litton Medical-Surgical Cooperation Foundation cannot be forced to divide or distribute endowments or rents among the different objectives pursued, nor apply them to one or several determined.

Art. 33.- Financial Regime

The fiscal year will coincide with the calendar year.

The Foundation, in addition to the book of Minutes, will necessarily carry a Daily Book and a Book of Inventories and Annual Accounts and those others that are convenient for the good order and development of its activities, as well as for the adequate control of its accounting.

In the economic-financial management, the Foundation will be governed according to the general principles and criteria determined in the current regulations.

Art. 34.- Action Plan, Annual Accounts and Audit

The Board of Trustees will prepare and send to the Protectorate in the last three months of each year, an action plan, in which the objectives and activities that are expected to be developed during the following year are reflected.

The Chairman, or the person appointed by the Board, will formulate the annual accounts that must be approved by the Board within a period of six months from the closing of the exercise and will be submitted to the Protectorate within ten working days of its approval for examination and subsequent deposit in the Foundations Registry.

The annual accounts, which comprise the balance sheet, the income statement and the memorandum, form a unit, must be written clearly and show a true image of the patrimony, the financial situation and the results of the Foundation.

The report will complete, expand and comment on the information contained in the balance sheet and the income statement and an inventory of the assets will be included.

In addition, the foundational activities, changes in their governing bodies, management and representation will be included in the report, as well as the degree of compliance with the action plan, indicating the resources used, their origin and the number of beneficiaries in each of them. the different actions carried out, the agreements that, where appropriate, have been carried out with other entities for these purposes and the degree of compliance with the destination of income and income.

If the Foundation has an impact on the established legal requirements, the previous documents will be subject to external audit, submitting the report of the same to the Protectorate together with the annual accounts.

TITLE FIVE. MODIFICATION, FUSION AND EXTINCTION

Art.- 35.- Modification of statutes

1. By agreement of the Board of Trustees, these Bylaws may be modified, if it is convenient for the interests of the Foundation. Such modification must be undertaken when the circumstances have changed so that the Foundation cannot act satisfactorily in accordance with its current Statutes.

2. For the adoption of statutory modification agreements, a quorum of half plus one of the members of the board and a two-thirds majority shall be required.

3. The modification or new wording of the Statutes agreed upon by the Board of Trustees will be communicated to the Protectorate before granting the public deed and subsequently it will be registered in the Registry of Foundations.

Art. 36.- Fusion with another Foundation

The Foundation may merge with another or other foundations, after agreement of the respective Patronages.

The merger agreement must be approved with the favourable vote of two thirds of the members of the Board and communicated to the Protectorate before granting the public deed and subsequently it will be registered in the Foundations Registry.

Art. 37.- Extinction of the Foundation

The Foundation will be extinguished for the causes, and in accordance with the procedures established by current legislation.

Art. 38.- Liquidation and adjudication of the credit

1. The termination of the Foundation will determine the opening of the liquidation procedure that will be carried out by the Board of Trustees under the control of the Protectorate.

2. The assets and rights resulting from the liquidation will be allocated to foundations or private non-profit entities that pursue general interest purposes, that have their assets affected, even in the event of their dissolution, to the attainment of those considered as entities beneficiaries of the patronage for the purposes provided in articles 16 to 25, both inclusive, of Law 49/2002, of December 23. It is the responsibility of the Board of Trustees to designate the entities that receive these goods, in accordance with the provisions of the current Legislation.