Statutes

Fundación Menudos Corazones Statutes

 

First Title

 General Provisions

 

Article 1: Heading, nature, nationality, field and address

Article 1.- Name, nature, nationality, scope and registered address

1.- The Fundación MENUDOS CORAZONES (hereinafter the Foundation) is a not-for-profit organisation that has all of its estate dedicated in a lasting manner to the purposes of general interest detailed in Article 5 of these Articles of Association.

2.- The Foundation’s nationality is Spanish.

3.- The Foundation will carry out its activity in the whole Spanish territory, without prejudice to its participation or cooperation with international, public or private, bodies or organisations, whether belonging to Governments or non-governmental.

4.- The Foundation’s registered address will be in Madrid, Spain, at Calle Valdesangil No. 79, 1ºB.

The Board of Trustees may agree upon ea change to the registered address by processing the appropriate statutory modification, with the limits laid down in the legislation in force.

 

Article 2: Duration

The Foundation aims to stay. However, if at any time the aims of the Foundation might be estimated completed or impossible to comply with, the Board may decide to extinct it, under the provisions of the Statutes.

 

Article 3: Regulatory regime

The Foundation is governed by Law 50/2002, of 26th December, of Foundations and the civil, legal administrative and tax order that, for reasons of specialty and force, is applicable at all times, by the will of the founder expressed in these Statutes and the rules and its interpretation and development, established by the Board.

 

Article 4: Legal status

The Foundation, since the moment that it is entered in the Register, has its own legal personality, to enjoy full legal capacity and to act.

Therefore, it may, in a legal way but not limited, acquire, retain, possess, dispose, transfer by any means and tax all sorts of personal and real estate and rights, execute all

kinds of acts and contracts, and compromise and go to the governmental or judicial path exercising all kinds of governmental or judicial actions and exceptions to courts,

tribunals and public and private organisms, as well as to perform all acts necessary for the accomplishment of the founding purpose, everything without detriment of the

approvals of the Protectorate or communications to it, provided in the current regulations.

 

Second Title

Purpose of the Foundation and basic rules for identifying beneficiaries and the implementation of resources to meeting the founding purposes

 

Article 5: Aims

The Foundation main purpose is the development of all activities necessary or desirable to improve the quality of life for people with congenital heart disease and their families.

The activities that the Foundation can make to achieve this main purpose shall be as follows:

1. To inform and guide those persons interested, the parents or legal guardians of children and adolescents with congenital heart defects, in the medical and social aspects,

to make them understand the exact dimensions of the problem of those who are affected.

2. Help affected families in everything they need, especially if they need to move out of their normal place of residence, empowering the creation of self-help groups.

3. Contribute to assure that the Paediatric Cardiology Services have enough human and technical tools and the necessary material in order to develop their work adequately.

4. Ensure that children and young people with congenital heart defects receive the support from qualified staff (physical therapists, speech therapists, psychologists,

teachers, etc), required to improve quality and full normalization of their lives.

5. Promote the research and study of congenital heart disease, its causes, its treatment and its prevention in childhood and youth, as well as its social and economical impact.

6. Encourage communication between the different hospitals involved in congenitalheart disease.

7. To ensure that the European Charter on the rights of hospitalized children is a reality.

8. To raise awareness of congenital heart defects among the society, informing aboutthe incidence of these diseases and their possible therapeutic solutions, as well as their

numerous social and legal implications.

9. Open channels of communication and collaboration with people or public/privateentities whose activity can help to ensure the achievement of the aims of the Foundation.

And, in a general way, carry out whatever actions are leading to better achieve theiraims.

The enunciation of such activities does not imply obligation to respond to each andevery one of them, nor given any priority.

10. To carry out professional training projects, by itself or through other organisations, and other projects of the same nature which have the objective of promoting the occupational integration of this group.

 

Article 6: Freedom of action

The Foundation, in the circumstances of each time, will have full freedom to plan theiractions toward any of the purposes stated in the previous article, according to the

specific objectives which in the opinion of its Board of Trustees, are priorities.

Accordingly, the Board will have complete freedom to determine the Foundation’s activities aimed at achieving those targets, which according to that and in the fulfilment

of its aims are the most appropriate or desirable at any given moment.

 

Article 7: Development of the purposes

The development of the purposes of the Foundation may be made possible by the following ways, listed with a non exhaustive purpose:

A) By the Foundation directly,

B) Creating or cooperating in the creation of other associative nature entities, founding or company.

C) Participating or collaborating on the development of activities of other entities, organisms, institutions or persons of any kind, natural or legal, who somehow can serve the purpose aimed by the Foundation.

 

Article 8: Identification of beneficiaries

The choice of the beneficiaries shall be made by the Board with criteria of impartiality and non-discrimination among people who meet the following circumstances:

A) People who form part of the sector of the population attended by the Foundation.

B) Who require the delivery or service that the Foundation can offer.

C) Creditors to benefits because of their merit, ability, necessity or desirability.

D) People who meet other requirements that, additionally, can establish the Board, specifically for each call.

No one may argue, whether acting individually or collectively to the Foundation Board, any right to the enjoyment of its benefits, before they have been granted, nor impose

their allocation to specific persons.

 

Article 9: Destination of income and revenue

1 .- To accomplish the founding purposes, at least seventy percent of the results of economical activity to be developed and income to be obtained by any other concept must be used, minus the expenses incurred for obtaining, in the terms provided for in current legislation. The rest must be used to increase the amount of founding resources or reserves based on agreement of the board.

2. – The Foundation may enforce this obligation in the period between the beginning of the exercise (year) in which results and revenue are obtained and the four following

years after the end of the exercise.

 

Article 10: No obligation to allocate resources to the coverage of aims in equal parts

The resources of the Foundation shall be assigned without determining contributions to the accomplishment of the founding purposes with the exception of assets that has been transmitted for a specific purpose, which shall be understood and affection attached to the accomplishment of the goals that had brought the transmitter.

 

Third Title

Foundation’s Government

 

Article 11: Nature

The Board and the Executive Committee are the governing bodies of the Foundation.

The charges in the Board and the Executive Committee are trusted and honorary, developed, consequently, by their members for free, without accruing any remuneration

for their exercise.

The Board of Trustees is the governing and representation body of the Foundation that will execute its functions, subject to the provisions of the Legal System and the Present Statutes.

 

Article 12: Composition of the Board

The Board shall consist of a minimum of three and a maximum of nine members. For the inclusion of a new member, he/she must be submitted by two members of the

Board, and ratified by a majority of half plus one.

 

Article 13: Term of office

The members of the board will serve for four years and may be reappointed an indefinite number of times.

 

Article 14: Acceptance of the position of member of the board

The members of the board start to practice their duties after having accepted the charge in a public document, entitled private document signed by a notary or by appearance

made to this effect in the Register of Foundations.

Similarly, the charge may be accepted before the Board, credited through a certification issued by the Secretary, with notary signature legitimized

In any case, the acceptance is communicated formally to the Protectorate and is recorded in the Register of Foundations.

 

Article 15: Cease of the position of member of the board

The cessation of the members of the Foundation’s board will take place in the following  situations:

A) Caused by death or declaration of death, as well as extinction of the legal entity.

B) Disability, disqualification or incompatibility in accordance with the law.

C) Do not serve with the diligence of a legal representative.

D) By a court decision that embraces action liability for damages caused by contrary

acts to the law or the Constitution or by negligently made.

E) By the course of the period of its mandate.

F) For waiver, this may be carried out by any means and through the procedures

provided for the acceptance of the position of member of the board.

G) In those exceptional circumstances where the majority of the board, a simple

majority, considers that his/her stay could adversely affect the fulfilment of the

founding purposes.

As soon as the vacancy is produced, the Board will consider the advisability of

appointing a person to fill it.

 

Article 16: Organization of the Board

From among the members of the Board, a President, a Vice-President, a Secretary and a treasurer will be appointed.

 

Article 17: The President

The President has exercised representation of the Foundation with all kinds of people, authorities and public or private entities; will convene meetings of the Board of

Trustees, will chair and lead discussions and, where appropriate, he/she will implement the agreements, for which he/she can make any type of acts and sign those documents

necessary for the purpose.

 

Article 18: The Vice President

It will be for the Vice President to carry out the functions of the President in the events where the post is being vacant by the absence or illness. The Vice President may also act on behalf of the Foundation, in those cases that it is determined by agreement of the board.

 

Article 19: The Secretary

The functions of the Secretary consist in the custody of all documentation belonging to the Foundation, lifting the records of meetings of the Board, issue certifications and

reports as may be necessary, and all those who expressly are delegated to him/her. In the case of illness, absence or if the seat is vacant, the youngest member of the board

will act as Secretary.


Article 20: The Treasurer

The Treasurer’s functions are supervision and control of all economical and financial transactions, tax and accounting of the Foundation as well as the preparation of all

accounting and budgetary documents and orders required legally to the Foundation, without prejudice to the functions where appropriate assigned to the Managing Director.

 

Article 21: Powers of the Board

The competence of the Board extends to everything concerning the government and administration of the Foundation, without exception and resolution of all incidents and

legal circumstances that occur.

The exclusive and permanent powers of the Board are:

1. To approve the Plan of Action and the Annual Accounts.

2. Agreeing on the amendment of the founding statutes, if necessary, for the best fulfilling object of the Foundation.

3. Appointing members of the Executive Committee.

4. Filling the vacancies that exist within it.

5. To approve the merger and liquidation.

6. Adopt agreements on those acts that require authorization from the Protectorate. In order to facilitate better compliance with the purposes of the Foundation, the Board

delegates all powers and duties that it does not assume with exclusive and permanent character, in the Executive Committee, which will act as a delegate of the board in the

terms listed in these statutes and the laws that apply.

 

Article 22: Board meetings and calls

The Board will meet at least twice a year and as often as necessary for the smooth operation of the Foundation. It is for the President to convene meetings of the Board,

either on his/her own initiative or when requested by one third of the Board members.

The invitation will be sent to each member at least five days before the date of its celebration. The call shall state the place, date and time for holding the meeting and the

agenda.

A previous call will not be necessary when all the board members are present and they agree, unanimously, to celebrate the meeting.

 

Article 23: How to deliberate and make arrangements

The Board of Trustees shall be validly constituted when attending at least half plus one

of its members. For the purposes of this calculation takes into account the number of

members of the Board present or represented by other members with delegation to vote

for such a meeting in writing. The absence of the President or Vice-President may be

substituted by the older Board member and the secretary by the younger Board member.

The agreements shall be adopted by a majority of votes, deciding, in case of a tie, the

vote of quality of the President. As unique exceptions expected, the cases which are

considered are the ones developed in Articles 39 and 40 of these Regulations (relating

to the Amendment of Regulations and Fusion and Liquidation of the Foundation) that

will require the agreement of three-quarters of the members of the Board.

In meetings of the Board of Trustees, the relevant Act, which must be signed (and

approved) by all the members who participated in the meetings, will be lifted by the

Secretary. The Act will be transcribed for the book and will be signed by the Secretary

with the approval of the President.


 

Article 24: Duties of the Board

In its action the Board must comply with the provisions of the existing legislation and

the will of the founder expressed in these Statutes.

The Board has to achieve the foundational purposes and manage the assets and rights

that make up the patrimony of the Foundation to maintain full performance and

usefulness.

The Board of Trustees will give sufficient information of the purposes and activities of

the Foundation, so that they will be known by its potential beneficiaries and other

stakeholders.

 

Article 25: Duties and responsibilities of Board members

Among others, the duties of Board members are to enforce the purposes of the

Foundation, attend meetings that are called, serve with the diligence of a loyal

representative, maintain in a good state of conservation and production assets and

values of the Foundation, and meet with their performances as determined in the laws in

force in these Statutes.

Board members will respond supportive to the Foundation in the case of damages

caused by acts contrary to the Act or the Statutes or those acts made without the

diligence with which they must serve. Those who voted against the agreement will be

exempt from responsibility, as well as those who prove that, not having intervened in its

adoption and implementation, were unaware of its existence, or knowing it, did

everything appropriate to prevent the damage or, at least explicitly opposed to the one .

 

Article 26: Free character of the charge of Board member

The Board member shall carry out his/her charge for free and in no case he/she may

receive compensation for the performance of his/her duties.

However, board members are entitled to be reimbursed for expenses approved by the

Board and duly substantiated, that its role will entail.

 

Article 27: Executive Committee

The Executive Committee, as a body of permanent delegation of the Board, shall consist

of the President, Vice President, Secretary and Treasurer.

The people who will act as President, Vice President, Secretary and Treasurer of the

Executive Committee are the ones who have these charges in the Board and they will

play these charges during the period of time in which they will also play them at the

Board.

The vacancies will be covered by the agreement of the Board, appointing a replacement

from among its members.

Vacancy will definitely be filled, if deemed necessary, by appointment of the board.

 

Article 28: Role of the charges of the Executive Committee

The President will convene the Executive Committee, will preside over meetings, direct

their discussions and will have permanent representation for the purpose of

implementing their agreements, and hold its permanent representation.

The Secretary shall maintain books and records of the Commission and shall issue

certificates of the same with the approval of the President.


 

Article 29: Meetings of the Executive Committee and Announcements

The Executive Committee will meet as often as deemed appropriate by the President,

who shall convene at least four times a year or when keeping request third of the

members.

The calls are forwarded by the Secretary-five days, at least, before the day the meeting

is going to be held.

The meeting of the Executive Committee will be valid when an absolute majority of its

members are present or represented by another member of the Executive Committee.

The agreements shall require a simple majority of members present or represented and

will be recorded in the minutes of the session which shall be made by the Secretary.

 

Article 30: Powers of the Executive Committee

The Executive Committee is the representative body that assumes all the powers and

faculties of government, representation and administration of the Foundation, which are

not in permanent and exclusive jurisdiction of the Board.

The powers and faculties of the Executive Committee are:

A) To appoint the Managing Director

B) Setting the general orientation of the activities of the Foundation, under the

supervision of the board, make its plan of action, the budget and the economic survey

that will allow its implementation. Do the inventory, the balance sheet, income

statement, memory and other information on the terms contained in the terms set out in

Article 25 of Law 50/2002, as well as raise them all to the Board for approval.

C) Have ordinary representation of the Foundation in all kinds of relationships, acts and

contracts of any kind, and before the State, autonomous regions, provinces and

municipalities, authorities, governmental institutions and dependencies, courts,

tribunals, corporations, agencies, legal entities and individuals of all classes, exercising

all rights, actions and exceptions and following actions for all its paperwork, instances,

incidents and how many resources procedures, records, claims and judgments

competence or interest to the Foundation, giving the effect powers which are deemed

necessary.

D) To acquire any property and title rights for the Foundation and make all kinds of acts

and contracts for the purchase, possession, administration, disposition and charge, real

and personal estate, including those related to creation, modification and full and partial

cancellation of mortgage, redemption and release of property rights and other acts of

rigorous domain, as long as they do not require the permission of the Protectorate, in

which case they act with exclusive jurisdiction of the Board.

E) Obligate itself on behalf of the Foundation.

F) Cash and earn incomes, fruits, dividends, interest, utilities and any products and

profits of the assets that formed the patrimony of the Foundation.

G) Perform the necessary payments and expenses required to collect, manage and

protect the funds available to the Foundation at any given time.

H) Perform all kinds of foreign exchange and banking before individuals, agencies or

public institutions, banks, including the Bank of Spain, as well as open, continue, close

and cancel current accounts, savings and credit, in the Bank of Spain and in other credit,

public or private establishments, signing vouchers, checks, pays, transfers and any

payment order against them, as well as approving its extracts. Ridding, accept, support,

endorse, protest, charge, deduct, take, show and intervene bills of exchange, commercial

or financial, and any other document of commercial traffic. Arrange credit transactions

and apply for a loan with a personal and mortgage guarantee, as long as they do not

require authorization from the Protectorate, in which case they act with the Board

exclusive jurisdiction. Sign, renew and cancel policies. Recruit rental boxes, open,

deposit, withdraw and cancel deposits.

I) Exercise, through the representatives designated, the rights of political and economic

character corresponding to the Foundation, as the holder of shares and other securities

of their membership and, in this regard, attend, deliberate and vote, as he had, at the

General Meetings, Assemblies, Unions, Associations and other agencies of the

respective companies or entities stations, exercising all the legal powers attributed to

that owner, concluding, giving and endorsing acts, contracts, agreements, proposals and

documents it considers appropriate.

J) Exercise, in general, all management, maintenance, custodial and assets safeguarding

functions of the Foundation.

K) To organize and direct the internal and external functioning of the Foundation, to

establish regulations of all kinds which may deem appropriate; appoint and dismiss

freely the managers, optional technical administrative assistant, junior and any other and

draw their salaries, fees and bonuses, without formalities other than those set for each

case and without prejudice to the legal requirements of necessary character.

L) Monitor directly or through people he delegates, the successful implementation of

investments which it has adopted, and direct, regulate and inspect all the services that

are created for the purpose founding, and their operation and management.

LL) Give authority to the Managing Director in order to conduct all/or part of the

previous powers and authority.

M) All other powers and duties as may be proper to as a body representing government,

administration and representation of the Foundation.

The following powers will not be delegated powers to the Executive Committee: the

approval of the Annual Accounts and Plan of Action, changing Statutes, the Fusion and

the Liquidation of the Foundation or those acts that require authorization from the

Protectorate

 

Fourth Title

Other support bodies of the Foundation

 

Article 31: The Board of Trustees of Honour

The Honorary Board shall consist of all persons who by their significant personal

importance, professional or institutional, the Board designates.

The Honorary Board will be chaired by a President of Honour to be appointed by the

Board of Honour, from among its members.

The Honorary Board will meet at the invitation of the Foundation Board or its

Executive Committee and will have as mission to advise the Board of the Foundation at

the highest level.

The Honorary Board members will be entitled to attend meetings of the board in an

advisory capacity, with expenditure on its own except express decision of the board, and

they will not be subject to any liability.

 

Article 32: The Advisory Council

The Advisory Council was set up in the form of deliberative committee of the

Foundation and advisory consultancy of the Executive Committee. It is composed of

those natural or legal persons designated by the Executive Committee, on the proposal

of the President of the Foundation on its merits in the development of the purposes of

these Statutes.

The Advisory Council will be chaired by whom, belonging to it, is chosen by the

remaining members of the Council by a simple majority.

The office of Secretary of the Council bears on the same person to fill the post of

Secretary of the Executive Committee.

The Advisory Council will meet as often as the President deems it necessary or when

requested by a third of its members.

The calls were forwarded by the Secretary with at least fifteen days prior to that in

which the meeting should be held.

The agreements shall require a simple majority of votes and it shall be recorded in the

minutes of the closing session that the Secretary makes.

As advisory and consultation committee with the Executive Committee, its function is

to give its opinion, but not to compel, on the issues raised by the Executive Committee,

in terms of their competence. For this purpose it may set up commissions within

specific advice on specific topics of interest.

The opinion requested must be made in the first meeting organised by the Advisory

Council, which has been convened after request, and must warn its content in the

appropriate agenda.

 

Fifth Title

The Foundation’s Heritage

 

Article 33: Foundation’s Heritage

The Heritage of the Foundation can be made up of all kinds of assets, rights and

obligations subject to economic valuation.

Everything must appear on behalf of the Foundation and it must be stated in the

Inventory and recorded in the Register of Foundations.

Article 34: Foundation’s Endowment

The endowment of the Foundation shall consist of all assets and rights that make up the

initial endowment of the Foundation, and others who should henceforth contribute to

the endowment with that character.

Everything must appear on behalf of the Foundation and it must be stated in the

Inventory and recorded in the Register of Foundations.

 

Article 35: Financing

For the development of its activities, the Foundation will be financed with resources

coming from the performance of its heritage and, as appropriate, with those coming

from other aid, grants or donations received from individuals or entities, both public and

private.

In addition, the Foundation may become earning from its activities, provided that this

does not result in an unjustified restriction of the scope of its potential beneficiaries.

 

Article 36: Administration

The Board is empowered to make the necessary changes in the composition of the

Foundation’s Heritage, in accordance with the advice of the economic situation every

time without prejudice to request permission or proceed to the communication to the

Protectorate.

 

Article 37: Financial regime

The fiscal year will coincide with the calendar year.

The Foundation will carry those books mandatory to determine the current regulations

and those that are appropriate for the good order and carry out of its activities, as well as

for the proper control of its accounts.

In the economic and financial management, the Foundation will be governed according

to the general principles and criteria specified in the existing regulations.

 

Article 38: Action Plan, Annual Accounts and Audit

The Board will prepare and send to the Protectorate, in the last three months of each

year, an action plan, which reflects the goals and activities intended to be developed

over the following year.

The President (or the person designated by the Board) makes annual accounts which

must be approved by the Board within six months since the end of the year.

The annual accounts, which include balance sheet, income statement and memory, form

a unit and should be written clearly and show the true picture of the estate, financial

position and results of the Foundation.

The memory will be completed and expanded and will comment the information

contained in the balance sheet and income statement and will incorporate an inventory

of assets.

In addition, the memory will include the basic Foundation’s activities, changes in the

organs of government, leadership and representation, 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 the various actions carried out, the agreements

which, if any, were carried out with other entities for this purpose and the degree of

compliance with the destiny of income and revenue.

The annual accounts, once approved by the Board of Trustees of the Foundation, will be

presented to Protectorate, during the ten business days after its approval, for review and

further deposit in the Register of Foundations.

If the Foundation didn’t work in the established legal requirements, the previous

documents will be subject to external audit, referring the report to the Protectorate along

with the annual accounts.

 

 

 

Sixth Title

Modification, Fusion and Extinction

 

Article 39: Changing Statutes

By agreement of the board, these statutes may be amended, whenever appropriate to the

interests of the Foundation. Such an amendment has to tackle when the circumstances

underlying the establishment of the Foundation have changed so that it is unable to

operate satisfactorily under its bylaws in effect.

For the adoption of statutory amendment agreements, it is required a quorum to vote in

favour formed by at least three-quarters of the members of the board.

Modification or rewriting of the statutes agreed by the Board shall be communicated to

the Protectorate before raising it to deed and then it should be entered in the Register of

Foundations.

 

Article 40: Fusion with another Foundation

The Board may approve the merger of the Foundation with another foundation, prior

agreement to this effect with the latter.

The merger agreement must be approved with the vote of at least three-quarters of the

members of the Board and be communicated to the Protectorate before raising it to deed

and then entered in the Register of Foundations.

 

Article 41: Extinction of the Foundation

The Foundation shall extinct on such grounds and in accordance with procedures

established by the current legislation.


 

Article 42: Liquidation and assets’ allocation

The extinction of the Foundation will determine the start of liquidation proceedings to

be conducted by the Board under the control of the Protectorate.

The assets resulting from the liquidation will go to foundations or other institutions that

pursue purposes of general interest similar to those of the Foundation and they have

affected their property, even in the event of its dissolution, to the achievement of those,

and having the consideration of entities benefiting from patronage for the purposes set

out in Articles 16 and 25 of Law 49/2002 of 23 December of Tax Regime for Nonprofit

entities and tax incentives patronage, or public entities of not foundational nature

that pursue purposes of general interest, at the time designated by the Board, as

established by current legislation.

 

Safeguard clause in favour of the Protectorate

In no case, everything stated in these Statutes shall be interpreted in a sense of limiting

or replacing the powers of the Protectorate attributed by the legal system in place,

especially in relation with the authorizations, communications or limitations to which

the Foundation expressly undergoes.