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Organs of the Foundation

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Article 13.-

They are the following:

  1. The Chairmanship.
  2. The Board of Patrons.
  3. The Executive Committee.

Article 14.-

The Foundation’s Chairman presides over the Board of Patrons and the Executive Committee, sanctions its agreements and carries out the remaining functions assigned by the Statutes.

Article 15.-

Notwithstanding the provisions set out in Article 2 of the Statutes, if for whatever reason the Foundation’s Chairmanship became vacant, the procedure will be as follows:

The August Person who is at the time the Queen of Spain will hold the Chairmanship or will appoint the person to hold it, or lacking the said appointment, the Board of Patrons in plenary session and with a quorum of no less that two thirds of its members, will propose to H.M. the King of Spain or to the Regency of the Kingdom a list of three candidates so that one may be chosen amongst the three.

The Queen of Spain may claim the Chairmanship for Herself at any time when She is not holding it.

Article 16.-

The Board of Patrons is the organ of government in charge of the administration, direction, management and representation of the Foundation, whose objectives it must faithfully carry out.

Its functions are set out as follows, although this is not a restrictive list:

  1. To establish the Foundation’s general policy regarding the financial management of its assets, in order to secure their conservation and increase, as well as the necessary income to achieve the Foundation’s aims.
  2. To establish the Foundation’s general lines of action and to agree on a specific programme of activities to be carried out during each financial year.
  3. To approve all the activities performed in the previous financial year and the appropriate rectifications.
  4. To interpret these Statutes and to solve as fully as possible whatever problems that may arise in the functioning of the Foundation.
  5. To administer with full faculties the Foundation’s assets, therefore being able to perform any act of administration and strict dominion, to acquire, dispose of, tax, and mortgage every type of goods, furnishings, property, investments and rights, to renounce every type of rights or actions, to exercise these or their exceptions before every type of Court and Jurisdiction, all Organs and Branches of the State, Provincial or Local Government, to make transactions or to confess in a trial.
  6. To inspect and direct the Foundation’s accounts, to edit its Annual Report and its statement of account, to prepare its Budgets and to approve their liquidation.
  7. To appoint the Executive Committee and to delegate to it all powers deemed necessary for the better functioning of the Foundation.

Article 17.-

El the Board of Patrons will have a minimum of six and a maximum of ten members.

Article 18.-

Any person fully in possession of his or her civil rights and who is not disqualified to hold public office, may become a member of the Board of Patrons.

All members will be appointed by the Chairman of the Foundation.

Should a vacancy occur within the Board, the Chairman will appoint a new member to fill it.

Article 19.-

The Chairman will appoint, amongst the Board members, a Vice-Chairman and a Secretary, to whom the Chairman may temporarily delegate whatever duties are considered advisable.

The Vice-Chairman will perform the Chairman’s functions if the latter is absent, ill or incapable, or even when expressly delegated to act regarding definite cases, actions or resolutions.

The Secretary will perform whatever duties are entrusted to him or her, either by the Board of Patrons or by the Chairman; he or she will write up the minutes of the Board meetings and will draw up the certificates of its agreements, with the Chairman’s approval.

Article 20.-

The Foundation’s appointments will be non-paid and will be performed by the holders according to their loyal judgement and their conscience.

Board members will hold their posts for two years, and they may be reappointed indefinitely for further two-year periods.

Board membership is or may be lost through death, legal incapacity, voluntary resignation, continued and unjustified absence from meetings, end of a two-year period as member, and whatever other circumstances which may directly or indirectly affect the faultless personal or social behaviour required of members, and by agreement of at least two thirds of the Board.

Article 21.-

The Secretary will call the Board meetings, according to the Chairman or the Vice-Chairman’s instructions and by efficient means, addressed to each member at least three days before the date when the meeting is to be held.

Article 22.-

The Board will be validly set up in the first call when either the Chairman or the Vice-Chairman, plus three members, are present.

In the second call the presence of either the Chairman or the Vice-Chairman, plus the presence of two members either personally or by representation, will suffice.

Article 23.-

Board meetings will be presided over by the Chairman, excepting cases of absence, impossibility or delegation, when the Vice-Chairman will preside.

Article 24.-

Agreements will be adopted by majority of the votes of members present, and submitted to the Chairman’s approval, without which they will not become effective.

Article 25.-

Board members may ask to be represented at meetings when they are unable to attend them, whatever the cause. Representation must be given in writing, one for each meeting, expressing the member’s opinion on the resolutions to be adopted according to the agenda, and always to another Board member.

Article 26.-

El Patronato se reunirá siempre que la Presidencia lo estime conveniente y por lo menos dos veces al año.

Article 27.-

After a meeting, the Board Secretary will draw up the minutes with transcription of the agreements taken therein.

Article 28.-

The Executive Committee is the permanently and jointly acting body in charge of carrying out the Board’s agreements and instructions.

The Committee will be presided over by the Chairman or the person holding the Chairman’s delegation provisionally or permanently, and will be made up by the Board Secretary and four Board members appointed by him or her.

The Executive Committee will hold, within the Foundation’s internal sphere, whatever powers or duties given it by the Board according to Law, and specifically the engagement or dismissal of staff working for the Foundation.

In the external or representative areas, the Committee’s powers will be those granted by the Board.

The Committee will meet whenever the Chairman or delegate considers it suitable, and will be set up when the Chairman or delegate plus two of its members are present. Agreements will be reached by majority.

Article 29.-

The Board may appoint a professional Manager of the Foundation to run it efficiently.

The Board may delegate to the Manager the powers of administration, representation and provision that may be deemed suitable.

The Manager will not be considered a Board member, but may express his or her opinions at the Foundation meetings. The Board has the power to dismiss him or her.

Article 30.-

The Foundation’s governing bodies may have the counselling of a so-called Advisory Board made up by members appointed by the Board of Patrons, and who will advise the Foundation in a non-paid and non-binding capacity on whatever matters the Foundation may deem suitable to submit to its consideration, as well as prepare and present to the appropriate governing body its suggestions and acting proposals. The Foundation’s Advisory Board will be run by the rules and instructions set up by the Board of Patrons.

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