Statutes the Carlos Ballesta López Foundation

CHAPTER I.

CONSTITUTION OF THE FOUNDATION

Article 1. Name of the entity, nature, registered address and scope of activity.

  1. The CARLOS BALLESTA LÓPEZ FOUNDATION is a non-profit organization whose assets are permanently bound to the carrying out of the goals of general public interest described in detail in these statutes.

  2. The statutory registered address of the CARLOS BALLESTA LÓPEZ FOUNDATION, is established at Cuesta de las Tomasas number 12, Albayzín, zip code 18010 of the city of Granada.

  3. The main objective of the CARLOS BALLESTA LÓPEZ FOUNDATION, following the express will of the founder, is to encourage and promote all sorts of cultural and cooperation actions for development between the Spanish State and the Arab countries, the countries of the Mediterranean basin, Latin-American countries and whatever the destination of Moriscos expelled from the kingdom of Granada might have been between the XVI and XVII centuries. This is to be achieved through dialogue between cultures, promoting cultural exchange through seminars and training courses, exhibitions, cooperation and development projects, studies of economic and social change, health, communication, education, etc.
     

Article 2. Legal personality, start time and duration of action.

  1. The Foundation shall have legal and independent personality from the time of registration of the deed of incorporation in the Register of Foundations and will have full legal capacity to act, without other limitations than those established in the manifestation of willingness of the founders in the founding act, in these Statutes and, in any case, in the legal provisions that are applicable.
    Consequently, and without prejudice to the relevant communications to the Protectorate, it may acquire, retain, possess, hold, dispose of and tax by any means all kinds of movable or immovable property and rights, undertake all kinds of acts or contracts, receive and repay loans, reach settlements and resort to arbitration, governmental proceedings or legal channels in the exercise of all types of actions and exceptions before all types of courts and public and private bodies, subject to the provisions of the Law.

  1. The Foundation holds a permanent mission, being established for an indefinite period of time. Nonetheless, if at any time the Foundation’s aims should be considered fulfilled or impossible to achieve, the Board of Trustees may decide its dissolution in accordance with prevailing legislation and Article 32 of these statutes.

CHAPTER II.

PURPOSE AND AIMS – BENEFITIARIES OF THE FOUNDATION

Article 3. Aims.

The aims of the Foundation are to promote, conduct, support, finance, and disseminate the history of the kingdom of Granada from the XVI and XVII centuries, as well as the historical periods before and after this time that were closely tied to the expulsion of the Moriscos, both in the Spanish State, as well as in all those countries which at some point in their history were closely related to the diaspora of the Moriscos.

Within these broad objectives, the Foundation’s most important and immediate specific activities will be as stated below: 

  • The set up of a centre for the dissemination of History and Morisco Culture.

  • Organization of Conferences, Curses, Seminars, Congresses, etc.

  • Publishing of magazines, publications, books, etc. Organization of exhibits.

  • Acquisition of pieces related with the aim of the Foundation.

  • To identify and gather resources.

  • Any other that might lead to the attainment of its own aims.

Article 4. Activities.

The foundational purposes can be developed by the Foundation as it sees fit, including participation in other entities or organizations, without other limitations other than those arising from founding charter, the Articles of Association and, in any case, of the Laws.

Furthermore, in order to raise revenue, the Foundation may conduct business activities whose purpose is related to the foundational aims or are complementary or ancillary to the above, with submission to the rules governing the defence of the competition.

 

Article 5. Beneficiaries.

  1. All those physical or legal persons deemed by the Board to be worthy of receiving benefits may be beneficiaries of the Foundation benefits.

  2. For the specific designation of beneficiaries the Board shall attend, in the case of individuals with legal status, those institutions and entities which on the basis of the activities carried out by them, their qualifications, level of diffusion and recognized authority, are worthy of receiving material, economic, educational support and knowledge of the Foundation.
    In the case of individuals, the Foundation, if considered, designate beneficiaries among all concerned, on the invitation and establishing the rules and procedure for the grant of the options that will meet the criteria of merit and ability of applicants.
    In the case of individuals, the Foundation, if so it deemed, will designate beneficiaries among all interested parties, prior to establishing a call and establishing the rules and procedures for the granting of such privileges that will meet the criteria of merit and ability of applicants.

No one may claim, either individually or collectively to the Foundation or its Board of Trustees, any right to the enjoyment of their beneficiaries, before they were granted, or impose its attribution to specific persons.

In any event, the Foundation shall act with impartiality criteria and non-discrimination in the determination of its beneficiaries. Under no circumstances, will people be individually appointed, nor will the foundational benefits be allocated to the founders, spouses or relatives up to the fourth degree, inclusive of the founder.

When the Foundation requires its beneficiaries payment of a fee for the services rendered, the determination on the part of the beneficiaries of such fee will have to be made by the credit or payment of the corresponding amount. Also, when from the very nature of the Foundation, the need to limit the number of beneficiaries is derived, selection and determination of these will be irrevocable performed by the Board of Trustees.

Article 6. Application of resources to achieve the aims.

The Foundation will effectively allocate its assets and revenue to fulfil its foundational aims.
 

  • At least 70 per cent of the revenues resulting from economic exploitations undertaken and the revenue derived from any other source shall be allocated to the attainment of the foundation goals in the terms established by currently applicable law. The deadline for compliance with this requirement shall be from the beginning of the year in which they were obtained and the four years following the end of that year

  • The deadline for compliance with this obligation will be between the start of the fiscal year in which the revenue was obtained and the four following years after closure of such period.

Article 7. Information.

The Board will give sufficient information of the aims and activities of the Foundation to be known by their potential beneficiaries and other stakeholders.

TITLE. III

GOVERNANCE OF THE FOUNDATION

FIRST CHAPTER. COMPOSITION AND COMPETENCIES.

Article 8. The Board of Trustees.

  1. The Board is the highest governing body, administration and representation of the Foundation.

  2. It is the Board of Directors competence to meet the foundational aims and diligently manage the assets and rights that comprise the assets of the Foundation, while maintaining the performance and utility of such.

Artículo 9. Composition and duration.

  1. It will consist of a minimum of three trustees who shall act by a majority in the terms established hereof.

  2. Board members may be individuals who have full capacity to act and are not disqualified to hold public office positions.

  3. Legal persons may join the Board and shall designate the person or persons who represent them.

  4. Trustees will hold their positions for free without prejudice to be reimbursed for expenses duly substantiated that the exercise of their duties might cause them.

  5. The term for any member of the Board shall be three years. Any member of the governing body may be re-elected for equal periods, without limitation whatsoever.

Article 10. Rules for the appointment and replacement of members.

  1. The appointment of the members of the first Board shall be made by the founder and will be stated in the Deed of Constitution.

  2. The appointment of new members shall be performed by the Board that is registered in the corresponding Register of Foundations and in agreement with the majority of its members. In like manner, the Founder will reserve his right to directly appoint members.

  3. Patrons shall have to accept their positions as provided in current legislation and their acceptance will formally be notified to the Protectorate and entered in the Register of Foundations.

  4. The vacancies arising from death, incapacity, disqualification, declaration of death, exclusion or incompatibility, during the period of his mandate, resignation, removal or any other circumstances leading to the replacement or removal of a member of the governing body, will be covered by the same procedure and the vacant position shall not be free of occupant for longer than 6 months.

  5. Board members are required to maintain such body with at the least number that is established in art. 9 of these Statutes for the validity of agreements.

  6. The suspension of the members of the Board may be decided by the judge when an action of responsibility is brought against them for failing to perform the duties with the diligence under the Law and in art. 16 of these Statutes.

  7. The replacement, termination and suspension of members of the governing body will be enrolled in Register of Foundations.

Article 11. President of the Foundation.

  1. This role will fall on the founder Dr. Carlos Ballesta López. Once the position becomes vacant due to death, disability or other circumstances, the trustees will elect a President among themselves who shall bear the representation of the Foundation before all kinds of people, authorities and public or private entities, convene Board meetings, preside, direct its discussions and, where appropriate, implement the agreements, being able to engage in any or all acts and sign all documents necessary for this purpose.

  2. The President has a casting vote to dissolve the ties which may arise in the votings made in the Board.

Article 12. Vice-President of the Foundation.

The Board of Trustees can appoint from among its members a Vice-President, who will be elected by majority vote of the members.

The Vice-President will replace the President in the event of his absence or illness, a simple statement of such being sufficient accreditation. In the case of absence of the President and the Vice-President, the oldest member will take their place.

Article 13. Secretary.

  1. The Board of Trustees will appoint a Secretary, a post which may be given to someone outside the Board, in which case he may speak but may not vote.

  2. The Secretary’s duties include certifying the resolutions of the Board of Trustees, the custody of all the documentation belonging to the Foundation, drawing up the Minutes of the meetings of the Board of Trustees, issuing the certificates and reports which may be necessary, and all those others which are expressly entrusted to him. In the event of illness, absence or vacancy, the functions of Secretary will be taken up by the youngest member of the Board of Trustees.

Article 14. Treasurer.

The Board of Trustees can appoint a Treasurer, from among its members or not, as deemed appropriate, with the functions that the Board of Trustees entrusts to him.

The functions which can be entrusted to the Treasurer will be the following:

  • To collect and look after the Foundation’s funds.

  • To present and sign the balance sheet of income and expenses.

  • To keep the books of Inventories, Accounts, budget and the Journal.

Article 15. Personnel in the Service of the Foundation.

Similarly, the Board of Trustees can entrust the management, or the carrying out of other activities in the name of the Foundation, either to a member of the governing organ or to third parties, with remuneration appropriate to the exercise of these functions.
 

Article 16. Attributions of the Board of Trustees.

Without prejudice to the essential authorisation from the Protectorate, the Board of Trustees will be empowered to:

  1. Exercise the government and representation of the Foundation and approve its management plans and regular action programmes.

  2. Interpret and implement the Articles of Association and, where applicable, resolve on any amendment of it, where this is appropriate to the Foundation’s interests and the better achievement of its purposes.

  3. Fix the general lines on the distribution and application of the funds available among the Foundation’s purposes.

  4. Appoint general or special attorneys.

  5. Select the beneficiaries of the Foundation benefits.

  6. Approve the action plan and the financial statements, which must be presented to the Protectorate.

  7. Resolve the opening and closing of Offices.

  8. Adopt resolutions over the extinction or merger of the Foundation in the event that it is impossible to fulfil its objectives.

  9. Delegate its powers to one or more trustees, although no delegation can be made of the approval of the accounts and the action plan, amendments to the Articles of Association, the merger and liquidation of the Foundation, and those acts which require authorisation by the Protectorate.

  10. Set up the Delegated Committees, appoint their members and determine their powers, and grant general or special powers of attorney, as necessary.

  11. Appoint the management, executive and advisory posts, and contract the rest of the technical, administrative, labour and auxiliary personnel necessary.

  12. Promote the participation of companies, entities, organisations and individuals in programmes of technical cooperation and for the training of qualified personnel, through the contribution of funds and collaboration agreements.

Article 17. Obligations of the Board of Trustees.

In its actions the Board of Trustees must adapt to the conditions in current legislation and the wishes of the founder, declared in this Articles of Association. The members of the Board of Trustees of the Foundation are obliged to:

  1. Comply with and see to strict compliance with the Foundation purposes.

  2. Administer the assets and rights which comprise the Foundation’s assets and fully maintain their productivity, according to the economic and financial criteria of a good manager.

  3. Carry out their posts with the diligence of a legal representative.

Article 18. Responsibility of the Trustees.

  1. The Trustees must carry out their posts with the diligence of a loyal representative.

  2. The Trustees will answer joint-and-severally to the Foundation for any loss and damages caused by acts contrary to the Law or this Articles of Association, or for what is done without the diligence with which they must fulfil their duties. Those who opposed the resolution generating the conflict or who did not take part in its adoption will be exempt from liability, unless it is shown that they had knowledge of it and did not express their disagreement.

  3. The exercise of the action corresponding to the demand for liability of the organs of government, before the ordinary jurisdiction, and the firm judgment which is given, will be subject to registration in the Registry of Foundations.

  4. The Protectorate, on its own initiative or on a reasonable request from anyone who has a legitimate interest, can exercise this action for responsibility. It can also be exercised by the founder when the actions of the members of the Board of Trustees are contrary or damaging to the Foundation’s purposes.

  5. The Trustees must attend the meetings to which they are summoned and comply in their actions with what is determined in the legal provisions and in this Articles of Association.

Article 19. Prohibition of self-contracting.

The members of the Board of Trustees may not contract with the Foundation, whether in their own name or that of a third party, without authorisation by the Protectorate.
 

CHAPTER TWO. REGIME OF FUNCTIONING OF THE BOARD OF TRUSTEES.

Article 20. Cessation and suspension of Trustees.

  1. The cessation and suspension of the Trustees of the Foundation will take place in the cases provided in article 18 of the Act 50/2002, of 26 December, on Foundations, and also:

  2. Resignation from the post of Trustee can be carried out by any of the means and any of the steps envisaged for its acceptance.

  3. The replacement, cessation and suspension of the Trustees shall be registered in the relevant Registry of Foundations.

Article 21. Form of deliberation and adoption of resolutions.

  1. The Board of Trustees will meet at least twice a year and as many times as may be needed for the good progress of the Foundation. It is for the President to call the meetings, either on his own initiative or when requested by at least one third of the members.

  2. Within the first six months of each year, the Board must meet to approve the settlement of the budget for the preceding year, the inventory, the Report of Activities and the Balance Sheet of the previous year and the Income Statement in this Articles of Association. During the fourth quarter it will also proceed, on the corresponding summoning, to approval of the Budget for the following year, for its submission to the Protectorate before 31 December.

  3. The notice will be sent to each of the members, at least five days before the date set for the meeting, using any means which gives a record of its receipt. The notice will set out the place, date and time of the meeting, and the agenda.

  4. A prior summoning will not be needed when all the trustees are present and they unanimously agree to hold the meeting.

  5. The Board of Trustees will be validly constituted on first summoning when attended by at least half plus one of the members. If this quorum should not be present, the Board of Trustees will meet one hour later, the attendance of any number of members being sufficient on this second calling, with a minimum of three and provided that the President or Vice-President in office is present.

  6. The resolutions will be adopted by majority of votes, except in the following cases:

    • Resolutions for amendment, merger and extinction, which will require the favourable vote of two thirds of those attending.

    • Any other for which a different quorum of voting is established in this Articles of Association.

  7. The Secretary will take the Minutes of the meetings of the Board of Trustees, which must be submitted to the approval of all the members present at them. The Minutes will be transcribed into the corresponding book and will be signed by the Secretary with the approval of the President.

  8. When the post of trustee falls on an individual it must be carried out personally. However, another trustee can act in his name and representation when appointed to do so. This action must always be for specific occasions and must conform to the instructions, in each case, which are set out in writing by the party represented.

TITLE IV

FINANCIAL REGIME OF THE FOUNDATION

CHAPTER ONE. COMPOSITION, ADMINISTRATION AND CUSTODY.

Article 22. Assets

  1. The Assets of the Foundation are formed by all the goods, rights and obligations susceptible of financial valuation which comprise the endowment and also by those which the Foundation acquires subsequent to its formation, whether or not attached to the endowment.

  2. The Foundation must figure as the owner of all the goods and rights comprising its assets, which must be recorded in its annual inventory.

  3. The Board of Trustees will, under its own responsibility, seek registration in the name of the Foundation for the goods and rights which comprise its assets, in the relevant public Registries.

  4. The Foundation will ensure that its acts of disposal and administration are in line with the regulations applicable to it, destining the fruits or income to the ends appropriate to it, all this in accordance with this Articles of Association.

Article 23. Finances.

  1. The initial endowment set out in the formation deed.

  2. Contributions and quotas, ordinary and special, from the founder members (and others joining), and quotas or contributions, ordinary or special, which the members of the Board of Trustees agree to pay voluntarily, should they consider it appropriate.

  3. The Foundation, for the development of its activities, will be financed with the resources produced by the returns on its assets and, where applicable, those others resulting from aid, subsidies and donations received from persons and entities, both public and private.

  4. The Foundation may also obtain income from its activities, provided that this does not mean an unjustified limit of the ambit of its possible beneficiaries.

  5. The Board of Trustees is empowered to make the necessary variations in the composition of the assets of the Foundation, in accordance with what is advisable in the current economic situation at any time, and without prejudice to applying for due authorisation or proceeding to the appropriate communication to the Protectorate.

  6. The financial year will match the calendar year.

  7. The Foundation will keep an ordered and appropriate accounting of its activity which enables a chronological follow-up of the transactions carried out. For this purpose it will necessarily keep a Journal and books of Inventory and Financial Statements and such other books as are compulsory under current legislation.

  8. In its economic and financial management, the Foundation will be governed by the general principles and criteria determined in current regulations.

Article 24. Asset alterations.

The Board of Trustees of the Foundation can, at any time and as often as necessary, in the light of what the economic situation makes advisable, make the alterations, transformations, or conversions that are deemed necessary in the capital of the Foundation, with the exclusive purpose of ensuring that, while maintaining its nominal value, it is not reduced in effective value or power of acquisition.

Article 25. Financial statements and Action Plan.

  1. The financial statements will be approved by the Board of Trustees within six months from the year-end, this function being unable to be delegated to other organs of the Foundation, and will be presented to the Protectorate within ten working days following their approval.

  2. The Board of Trustees will approve and send to the Protectorate, during the last three months of each year, an action plan, showing the objectives and activities it is envisaged to develop in the following year. The Board of Trustees may not delegate this function to other organs of the foundation.

CHAPTER TWO. FINANCIAL REGIME.

Article 26. Financial Year.

As has been indicated above, the financial year will be annual and will coincide with the calendar year. The Foundation will prepare an ordinary budget for each financial year, setting out the income and expenses in a balanced form.

This budget will be presented to the Protectorate for approval during the last quarter of the year, together with an explanatory Memorandum.

Article 27. Financial and accounting obligations.

The Board of Trustees will prepare the inventory, the balance sheet and the income statement, reflecting the asset, economic and financial situation of the Foundation, and also a report on the activities carried out during the year, and on the financial management of the assets, sufficient to evidence and justify compliance with the foundational ends and the legal precepts. It will also carry out the settlement of the income and expenses budget for the previous year, complying, for such purpose, with the provisions of the Act.

Article 28. Rendering Accounts.

Within the first six months of each year the Board of Trustees must justify to the Protectorate, in the terms provided in art. 27 of the Foundations Act, that its management has been adequate to the foundational ends.

CHAPTER THREE. RULES FOR THE APPLICATION OF THE RESOURCES TO THE FOUNDATIONAL ENDS.

Article 29. Allocation of income and administration expenses.

  1. The assets and income of the Foundation will be understood to be attached directly and immediately to the undertaking of the foundational ends.

  2. The Foundation will regularly programme the activities proper to its purpose and, to such end, will annually arrange the planning of the benefits and resolve their form of implementation and award.

  3. As has been set out above, at least 70% of net income and other income obtained for any concept, after deducting, where applicable, the corresponding taxes, will be destined to the implementation of its ends, within a term of three years from the moment of such income being obtained. Contributions in concept of endowment, either at the time of the formation or subsequently, will be excluded from compliance with this requirement. The remainder of the income must be allocated to increasing the Foundation’s endowment, after deducting the administration expenses, which may not exceed 20%, without express authorisation from the Protectorate on a reasoned application by the Foundation, in accordance with what is envisaged in current legal and regulatory provisions.

TITLE V

AMENDMENT, MERGER AND EXTINCTION

Article 30. Amendment.

  1. The Board of Trustees may amend this Articles of Association, where it is appropriate to the interests of the Foundation. In any case, it shall proceed to amend the Articles of Association when the circumstances which governed the formation of the Foundation have varied in such a way that it can no longer act satisfactorily with the Articles of Association in force.

  2. The adoption of resolutions of amendment of the Articles of Association will require a quorum of favourable votes by at least two thirds of the members of the Board of Trustees.

  3. The amendment or the new text of the Articles of Association, resolved by the Board of Trustees, must be communicated to the Protectorate and shall be formalised in a public deed and registered in the relevant Registry of Foundations.

Article 31. Merger.

The Board of Trustees of the Foundation can resolve its merger with another Foundation provided that this is appropriate and in its interests.

The merger resolution must be approved with the favourable vote of at least three quarters of the members of the Board of Trustees.

Article 32. Extinction

  1. The Foundation will be extinguished for the causes and in accordance with the procedure established in current legislation.

  2. The extinction of the Foundation will lead to the opening of the liquidation procedure which will be carried out by the Board of Trustees under the Protectorate’s control.

  3. The entirety of the assets and rights resulting from the liquidation will be passed to private foundations or non-profit entities which pursue ends of general interest, which have their assets attached, even in the event of their dissolution, to the achievement of them, and which are considered as entities the beneficiaries of patronage, in accordance with current legislation, or public entities of a non-foundational nature which pursue ends of general interest. The Board of Trustees is expressly authorised to carry out that application.

TITLE VI

THE PROTECTORATE AND THE REGISTER OF FOUNDATIONS

Article 33. The protectorate.

This Foundation is subject to the tutelage, advice and control of the Protectorate, in the terms provided in current laws.

Article 34. The Registry of Foundations.

The formation of this Foundation, and all its legal acts and business that legally require it, will be registered in the Register of Foundations which is competent, pursuant to the Act.