Foundational status
Private Foundation for the Open, Free, and Neutral Network, guifi.net net
CHAPTER I
NAME, NATURE, DURATION, ADDRESS, SCOPE OF ACTION AND LEGAL REGIME.
Article 1. Name, nature and duration
The Foundation is a non-profit entity that has assets, income, and resources permanently allocated to the realization of the purposes of general interest set forth in these statutes. The foundation is called Private Foundation for the Open, Free and Neutral Network, guifi.net
The Foundation has a vocation for permanence and is established for an indefinite duration.
Article 2. Address
The address of the Foundation is set in Gurb, at Mas l'Esperança.
Article 3. Scope of action
The Foundation carries out its functions mainly from Catalonia. However, it operates throughout the territory of the Spanish State as well as internationally.
Article 4. Legal regime
The Foundation has its own legal personality and enjoys full legal capacity to act by virtue of the granting of its founding charter in public deed and its registration in the Register of Foundations of the Government of Catalonia.
The Foundation is governed by the declarations contained in the founding charter, by the legal provisions applicable to it, by those established in these statutes, and by the agreements adopted by the Board in the exercise of its functions.
CHAPTER II
FOUNDATIONAL PURPOSES AND ACTIVITIES
Article 5. Foundational purposes
The Foundation has the following objectives:
A)To be a platform for collaboration, innovation, research, and development with the main purposes of general interest:
1. To promote and foster the development of open information and communication networks and infrastructures, with a universal vocationandnon-discriminatory between agents and operators in the sector. Enhancing their use in different sectors of society and channelinghuman and material resources to meet the access needs to them.
2. To promote and foster the universal right to communication and information, to the exchange of knowledge, to the freedomof expression,the public and private exchange of opinions and information using open networks and infrastructures.
3. To promote and foster the right to access a communication infrastructure regardless of where one lives, helping to developasociety without a digital divide, ensuring the right to digital inclusion for anyone regardless of their purchasing poweror residence.
4. To promote and foster the right to open technological standards, not subject to patents and discriminatory conditions, such as, for example, unnecessary complexity, in hardware and software.
5. To promote advanced research in the field of open networks and infrastructures.
6. To generate collaboration platforms among civil society, the public sector, and the private sector.
7. To establish relationships and collaborations with other individuals and entities aligned with the Foundation's objectives, participating, if applicable, incommonprojects within any geographical scope.
8. To promote the defense of the management of the radio spectrum, to ensure that regulations facilitate the right to have networksoropen, promoting the existence of spaces that do not require licenses, ensuring good common management and avoiding the saturation of bandsof unlicensed frequencies by closed networks that make it a private use.
9. To develop, edit, publish, and disseminate studies, proposals, and analyses related to these foundational purposes and theirmechanismsof interaction with the different agents of the social network.
10. To organize courses, seminars, conferences, or any other type of forums for the training of personnel, the discussion and disseminationof thematerials prepared, analyzed, or compiled by the Foundation.
11. To prepare and carry out specific studies and projects for youth, the elderly, women, unemployed persons, andimmigrants, as well as for research, innovation, and educational centers and for the personnel of these.immigrants, així com per als centres de recerca, innovació i docents i per al personal d'aquests.
12. Any other function that the Foundation considers of interest for the development of knowledge, the exchange of experiencesandinformation on the specified functions.
B)The Foundation is also conceived as a meeting forum for institutions, organizations, and companies interested in participating in a global project for the development of network infrastructures and services.
development of network infrastructures and services.
C)The Foundation may carry out its activities by itself or in collaboration with other entities, public or private.
D)All activities developed by the Foundation shall not distort the general interest of the Foundation nor its non-profit nature.
E)Activities related to foundational purposes must be carried out according to the regulations that specifically govern them, through obtaining, if applicable, the relevant permits or licenses.
F)The previous relationship is not limiting nor does it establish a hierarchy among the enumerated activities.
G)The activities of the Foundation are carried out by professionals, both workers and volunteers, in collaboration. This criterion must be maintained in all activities of the Foundation.
H)The Foundation will exploit all its assets in order to apply the income it obtains for the best fulfillment of its foundational purposes.
I)The Foundation will administer and manage the donations and grants obtained for the achievement of its purposes, being able to sign, if applicable, business collaboration sponsorship agreements.
J)The Foundation carries out its functions mainly from Catalonia, without prejudice to also exercising them from all countries in the world where it can serve as an instrument for the achievement of its foundational object. Specifically, it is the purpose of the Foundation, consolidated in its field, to initiate international coordination contacts with the same objectives.
K)To promote cooperation for development and international solidarity, especially through technical cooperation through actions, programs, and projects of education and training; of research and technological development, of providing experts; of information, documentation, exchange, advice, consultancy, and studies and, in general, everything that contributes to enhancing institutional capacities in the beneficiary countries.
Article 6. Activities
To achieve the foundational purposes, the Foundation develops the activities that the Board considers necessary directly and/or in collaboration with other entities, institutions, or individuals, in accordance with the provisions of the regulations on foundations.
Activities related to foundational purposes must be carried out according to the regulations that specifically govern them, through obtaining, if applicable, the relevant permits or licenses.
Article 7. Basic rules for the application of resources to the purposes
The income and other annual revenues obtained by the entity must be allocated to the fulfillment of the foundational purposes within the limits established by current legislation.
The Foundation can carry out all types of economic activity, acts, contracts, operations and legal businesses, with no more restrictions than those imposed by the applicable legislation.
Article 8. Basic rules for determining beneficiaries
Beneficiaries of the Foundation are individuals, institutions, organizations, and companies with an interest in the foundational objectives.
With specific programs and projects aimed at groups in risk situations or with specific needs for broadband, specifically targeting youth, the elderly, women, unemployed individuals, immigrants, and people living and working in rural areas, towards the objectives of development cooperation projects, as well as educational centers and the training of teaching, technical, and research staff.
The selection of beneficiaries must be carried out by the Board, in accordance with the principles of impartiality and non-discrimination. No one, either individually or collectively, can claim against the Foundation or its governing bodies any right to enjoy the benefits it may grant, nor impose its allocation to specific individuals. The specific allocation of aid to projects within the scope of the Foundation's objectives will be conditioned, in any case, on the material, human, and economic resources that the Foundation has available at any given time.
The Foundation reserves the right to revoke aids, grants, or resources at any time due to non-compliance by the beneficiaries with the commitments made.
CHAPTER III
ECONOMIC REGIME
Article 9. Assets of the Foundation and economic activities
The assets of the Foundation are linked to the fulfillment of the foundational purposes. The assets are composed of:
a) the initial endowment stated in the founding charter.
b) all goods and rights of economic content that the Foundation accepts and receives with the purpose of increasing the endowment, and
c) all income, fruits, rents, and products, and other goods incorporated into the assets of the Foundation for any title or concept.
Article 10. Acts of disposition
10.1. The alienation, encumbrance, or any other act of disposition of the goods and rights that make up the foundational assets must be made for valuable consideration and respecting the conditions set by the founders or the donors of these goods. In any case, the amount obtained must be reinvested in the acquisition of other goods and rights that substitute the alienated ones or in the improvement of the Foundation's assets, applying the principle of real subrogation.
10.2 If exceptional circumstances arise that prevent the full or partial fulfillment of the reinvestment obligation, the board, before carrying out the act of disposition, must present a responsible declaration to the protectorate stating that these circumstances exist and must provide a report signed by independent technicians certifying the necessity of the act of disposition and the reasons justifying the non-reinvestment. It must also justify the destination given to the product that is not reinvested, which must always fall within the purposes of the foundation.
10.3 The necessity and appropriateness of the acts of disposition or direct or indirect encumbrance must be justified and documented. The Board, before making acts of disposition, must have adequate information to make the decision responsibly.
10.4 Prior authorization from the Protectorate is required to carry out acts of disposition, encumbrance, or extraordinary administration in the following cases:
a) if the donor has expressly required it,
b) if established by a statutory provision
c) if the goods or rights subject to disposition have been received from public institutions or acquired with public funds.
10.5. The Board can make, whenever necessary and in accordance with what the economic situation and current legislation advise, the appropriate modifications in the investments of the foundational assets.
10.6. For the execution of acts of disposition over the goods and rights that constitute the foundational assets and for the acceptance of inheritances, legacies, or other goods and rights susceptible to integrate the foundational capital, the favorable vote of the Board with a simple majority and compliance with the legally established requirements is required.
10.7. When acts of disposition, alienation, or encumbrance require the adoption of a responsible declaration, the favorable vote according to the majority established in Article 26 of these statutes is required, without counting those who cannot vote due to a conflict of interest with the Foundation.
Article 11. Accounting regime
11.1. The Foundation must maintain a daily book and an inventory and annual accounts book.
11.2. The Board of the Foundation must prepare the inventory and formulate the annual accounts simultaneously and on the closing date of the economic year, in accordance with generally accepted accounting principles and the provisions applicable in each case.
The fiscal year must close on the thirty-first (31) of December.
11.3. The annual accounts form a unit and are composed of:
a) the balance sheet,
b) the income statement,
c) the statement of changes in net assets,
d) the cash flow statement and
e) the memory, in which the information contained in the balance sheet and the income statement must be completed, expanded, and commented on, and mustdetail the actions carried out in fulfillment of the foundational purposes and specify the number of beneficiaries and the services theyhave received, as well as the resources from other pending fiscal years, if any, and the majority-owned companies, indicating the percentage of participation.majoritàriament, amb indicació del percentatge de participació.
11.4. Information on the responsible declarations and on the completion of the acts or contracts that are the object must be part of the minimum content of the annual accounts memory.
11.5. The Board must approve the annual accounts within six months following the closing date of the fiscal year, which must be presented in the legally prescribed form to the Protectorate of the Generalitat de Catalunya for its deposit within 30 days from its approval.
11.6. The Board must approve and present, in relation to the temporary financial investments made in the securities market, an annual report on the degree of compliance with the code of conduct that non-profit entities must follow, in accordance with current regulations or with what the regulatory authority provides.
11.7. The annual accounts must be subject to external audit when the legally anticipated circumstances occur.
Even if the legally anticipated circumstances do not occur for the accounts to be subject to an audit, if one-third of the board members requests it for justified reasons, because they consider that there is some exceptional circumstance in the management of the Foundation that advises carrying it out, a meeting of the Board must be convened within a maximum of fifteen days from the request, in order to agree in a reasoned manner on whether or not to carry out the requested audit. If the Board is not convened within the indicated term or if, once convened for this purpose, it is agreed not to carry out the audit, the interested board members may address their request to the Protectorate, in accordance with what is established in the Civil Code of Catalonia.
Article 12. Annual resources
The annual economic resources of the Foundation must be integrated by:
a) the income and returns produced by the assets,
b) the favorable balances that may result from foundational activities and
c) the subsidies and other donations received for this purpose that do not need to be incorporated into the foundational assets.
Article 13. Mandatory application
The Foundation must allocate at least seventy percent of the annual net income and other revenues obtained to fulfill its foundational purposes. The remainder must be allocated either to the deferred fulfillment of the purposes or to the increase of its own funds. The Board must approve the allocation of the income.
If the Foundation receives goods and rights without specifying their destination, the Board must decide whether they should be integrated into the endowment or applied directly to achieving the foundational purposes.
The application of at least seventy percent of the income to fulfill the foundational purposes must be made effective within four fiscal years from the start of the following year after the accounting accreditation.
Article 14. Operating expensest
The expenses derived from the operation of the Board and its delegated bodies, excluding the cost of management or administration functions, may not exceed 15% of the net income obtained during the fiscal year.
Article 15. Participation in companies
The Foundation may establish companies and participate in them without prior authorization, unless this involves the assumption of personal liability for social debts.
The Foundation must communicate to the Protectorate within 30 days the acquisition and holding of shares or social participations that confer, directly or indirectly, control over companies that limit the liability of partners.
In any case, the exercise by the Foundation of administrative tasks in companies must be compatible with the fulfillment of foundational purposes.
CHAPTER IV
ORGANIZATION AND OPERATION
Article 16. The Board
The Board is the governing and administrative body of the Foundation, represents and manages it, and assumes all the powers and functions necessary for achieving the foundational purposes.
Article 17. Composition of the Board and requirements to be a member
The Board is a collegiate body made up of natural or legal persons and consists of a minimum of five (5) and a maximum of nine (9) members.
Any natural person with full legal capacity may be a member of the Board; who is not disqualified or incapacitated to exercise public functions or positions or to manage assets and has not been convicted of crimes against property or against the socioeconomic order or for forgery crimes.
Legal persons must be represented in the Board, in a stable manner, by the person in whom this function falls according to the regulations that govern them, or by the person designated for this purpose by the corresponding competent body.
Les persones jurídiques han d’estar representades en el Patronat, d’una manera estable, per la persona en qui recaigui aquesta funció d’acord amb les normes que les regulin, o per la persona que designi a aquest efecte el corresponent òrgan competent.
Article 18. Appointment, renewal, and exercise of the position
The Board consists of five members, patrons or patronesses, appointed for an indefinite period.
The members must be chosen valuing the quality of a recognized trajectory of activism or promotion of the Foundation's purposes in any of its fields, and of open networks in particular, and who can exercise their functions with preference and independence from any other obedience, whether of a political type or economic interest.
In addition to these main criteria and in order to provide plurality and diversity to the Board, efforts will be made to ensure that there are members from different generations, with an age difference between the oldest and the youngest member of about 15 years or more; that there is at least one member who does not reside in the region of Osona, preferably that the members reside in 3 or more different towns; that there is at least one member coming from the teaching community in general and professionals in the telecommunications or information technologies sector.
These circumstances may apply indistinctly to the same member or to more than one, depending on the characteristics and personal profile of the member in each case.
Members who cease for any reason will be replaced by appointment of the Board in accordance with this article.
Members of the Board assume their functions after having expressly accepted the position through one of the forms established in the applicable legislation.
Article 19. Gratuitousness
Members exercise their positions gratuitously, without prejudice to the right to be reimbursed for duly justified expenses and to indemnification for damages caused by the performance of the functions inherent to the position.
Members may establish a paid labor or professional relationship with the Foundation as long as it is articulated through a contract that clearly defines the labor or professional tasks that are compensated. In any case, these compensated labor or professional tasks must be different from the tasks and functions that are inherent to the position of member.
The Board, before formalizing the member's contract with the Foundation, must present to the protectorate the responsible declaration in accordance with what is established in article 332-9. If the amount of contracts formalized with a member is greater than 100,000 euros annually or 10% of the income earned in the last closed and approved fiscal year by the Board, the responsible declaration must be accompanied by a report validated by independent technicians justifying that the hiring is beneficial for the Foundation and responds to labor or professional market criteria. The aforementioned report is also required if the annual cost of contracts formalized with members, plus the cost of the new contract to be formalized, exceeds the mentioned 10%.
Article 20. Powers and delegation of functions
The Board has all the powers statutorily attributed and, in general, those required for achieving the foundational purposes, with no exceptions other than those established in the applicable legislation and these statutes.
The Board may delegate its functions in accordance with these statutes and the applicable legislation. In any case, the following powers are non-delegable and correspond exclusively to the Board:
a) The modification of the statutes.
b) The merger, division, or dissolution of the Foundation.
c) The preparation and approval of the budget and the documents that comprise the annual accounts.
d) Acts of disposition over assets that, collectively or individually, have a value exceeding one twentieth of the Foundation's assets, unless it is the sale of securities with official listing for a price that is at least the listing price. However, powers of attorney may be granted for the granting of the corresponding act under the conditions approved by the Board.
e) The establishment or endowment of another legal entity.
f) The merger, division, and transfer of all or part of the assets and liabilities.
g) The dissolution of companies or other legal entities.
h) Those that require the authorization or approval of the Protectorate or the adoption of a responsible declaration.
i) The adoption and formalization of responsible declarations.
What is provided in this article must be understood without prejudice to the authorizations of the Protectorate that are necessary or to the communications that must be made to it in accordance with the current legislation.
Article 21. Calling regime
21.1. The Board meets in ordinary session at least twice a year, and one of these must necessarily be during the first semester of the calendar year in order to approve the annual accounts of the previous year.
It must meet in extraordinary session, following a call and at the initiative of its president, as many times as he/she deems necessary for the proper functioning of the foundation.
The board must also be convened whenever a quarter of its members requests it, and in this case, the meeting must take place within thirty days following the request.
21.2. The Board may meet via videoconference, teleconference, or any other system that does not involve the physical presence of the members. In these cases, it is necessary to ensure the identification of the attendees at the meeting, the continuity of communication, the possibility to participate in the deliberations, and the casting of votes. The meeting shall be deemed held at the location where the president is situated. In virtual meetings, members who have participated in the teleconference and/or videoconference shall be considered present. The call for meetings is the responsibility of the president and must contain the agenda of all matters to be addressed in the meeting, without which no valid agreements can be made.
The meeting of the Board held without prior notice shall be valid if, with all members of the Board present physically or through legally permitted means of communication, they unanimously agree to meet in session and likewise unanimously approve the agenda to be followed.
21.3. The meeting must be called at least seven (7) days in advance of the date scheduled for it to take place.
21.4. Agreements without a meeting
The Board, exceptionally and in accordance with the provisions of the legislation, may establish, to the extent it deems appropriate, the possibility of adopting agreements through the casting of votes by postal correspondence, telematic communication, or any other means, as long as the rights to information and voting are guaranteed, that there is evidence of the receipt of the vote, and that its authenticity is ensured. In any case, the agreement is adopted at the registered office of the Foundation and on the date of receipt of the last of the validly cast votes.
Article 22. Positions
The Board will appoint a president, a vice-president, and a secretary; the latter may not necessarily be a board member. The board members who do not hold any of these positions shall be considered regular members.
The positions within the Board shall be renewed every four years among the members of the Board.
Article 23. The president
The president and, in his/her absence, the vice-president, have the following powers:
a) To represent the Foundation institutionally.
b) To order the call, set the agenda, and preside over, suspend, and close the sessions of the Board, as well as to direct the deliberations.
c) To decide with his/her casting vote the outcome of votes in case of a tie.
d) The other powers indicated in these statutes and those expressly entrusted to him/her by the Board, in accordance with the applicable regulations.
Article 24. The secretary
The secretary convenes, on behalf of the president, the meetings of the Board and takes the minutes, keeps the minutes book, and issues certificates with the approval of the president or, in his/her absence, the vice-president.
He/she also exercises the other functions inherent to his/her position as assigned by these statutes.
Article 25. Method of deliberating and adopting agreements
The Board is validly constituted in the first call when more than half of the members are present at the meeting, either in person or represented in a legally permitted manner, and in the second call, the attendance of a quarter of its members is required. In order for the meetings of the Board to be validly constituted, at least two members must attend in both calls.
Members of the Board may delegate their vote in writing in favor of other members regarding specific acts. If a member is so because they hold a position in an institution, the person who may substitute him/her according to the rules of organization of that institution may act on their behalf.
Each member has one vote and agreements are adopted by majority of the votes of those present, whether in person or represented, at the meeting. In case of a tie, the casting vote of the president decides.
The director, if not a member, may attend the meetings of the Board with a voice but without a vote when called. If he/she is a member, he/she may attend with a voice and vote.
The Board may also invite to attend meetings, with a voice but without a vote, those persons it deems appropriate. Persons whom the Board considers appropriate to invite may also attend these meetings, with a voice but without a vote.
Their presence will not be counted when establishing the attendance quorum set by these statutes.
Article 26. Qualified majority
The favorable vote of two-thirds of the total number of members is required, excluding those who cannot vote due to conflict of interest with the foundation for the adoption of the following agreements:
a) Appointment or dismissal of members
b) Modification of these statutes
c) Responsible declarations for acts of disposal, alienation, or encumbrance
c) Merger, split, and dissolution of the foundation
Article 27. Minutes
From each meeting, the secretary must draft the corresponding minutes, which must include the date, location, agenda, attendees, a summary of the matters discussed, the interventions that have been requested to be recorded, and the agreements adopted, indicating the results of the votes and the majorities.
The minutes must be drafted and signed by the secretary with the approval of the president and may be approved by the Board immediately after the corresponding session has taken place or at the next meeting. However, the agreements have executive force from their adoption, unless expressly provided in the statutes or at the time of adopting the agreement that they are not executive until the approval of the minutes. If they are subject to mandatory registration, they have executive force from the moment of registration.
The Foundation must maintain a minutes book in which all minutes approved by the Board are recorded.
Article 28. Commitments of the members of the Board
29.1. Service. The member is legitimized by serving the Foundation, not by taking advantage of it. By accepting the position, he/she commits to actively participate in the governance of the Foundation according to the indicated principles and values.
29.2. He/she has the duty to acquire the necessary complementary knowledge to carry out his/her function correctly.
29.3. He/she has the right and duty to request the necessary information for the correct exercise of his/her position.
29.4 He/she must refrain from using for personal benefit or making improper use of the material and immaterial assets of the Foundation.
29.5 Vote against, if applicable, all those agreements that it considers contrary to the purposes of the Foundation, the Statutes or the Law.
29.6 If the Foundation holds or exercises the dominant power of a commercial company, the trustees must take into account the interests of the participating company within the superior framework of the foundational purposes.
Article 29. Conflict of interest and use of privileged information
The Board is sovereign in its organic actions and will ensure that this sovereignty is exercised with total independence, having only the fulfillment of the foundational purpose as its objective.
The people who are part of the Board, the founders, those who have a contractual relationship with the Foundation, and the volunteers owe themselves to the Foundation and not to personal interests or those of other organizations.
Trustees or trustees who have a personal interest or that of other organizations, in the consideration and voting of a matter, must explicitly abstain from participating.
The people who are part of the Board, the people who are equated with it, according to article 312-9.3, the founders, those who have a contractual relationship with the Foundation, and the volunteers are obliged to:
a) Exercise their position in the exclusive interest of the Foundation, granting absolute priority to the respect and fulfillment of their purposes and objectives.
b) Not use their condition, nor the information obtained by reason of their position, for private purposes and/or to obtain an economic benefit.
c) Not take advantage of business opportunities that arise or of which they have obtained knowledge due to their position.
The people who are part of the Board and the people who are equated with it, according to article 312-9.3, are obliged to:
a) Not participate or develop services in companies or societies participated by the Foundation, unless they have previously been authorized by the Board, if applicable, a prior Responsible Declaration has been submitted, and a technical report if applicable, and in their case communicated or authorized by the Protectorate, when required by law.
b) Not acquire shares in Companies that carry out an activity related to those of the Foundation, unless they have previously been authorized by the Board, if applicable, a prior Responsible Declaration has been submitted, and a technical report if applicable, and in their case communicated or authorized by the Protectorate, when required by law.
c) Not participate or develop services in companies or societies participated by the Foundation, unless they have previously been authorized by the Board, if applicable, a prior Responsible Declaration has been submitted, and a technical report if applicable, and in their case communicated or authorized by the Protectorate, when required by law.
c) No participar ni desenvolupar serveis en empreses o societats participades per la Fundació, tret que prèviament hagin estat autoritzats pel Patronat, en el seu cas s’hagi presentat la prèvia Declaració Responsable, i informe tècnic si s’escau, i en el seu cas es comuniqui o autoritzi pel Protectorat, quan així ho exigeixi la llei.
Article 30. Cessation
1. The trustees cease in their position for the following reasons:
a) Death or declaration of absence, in the case of natural persons, or extinction, in the case of legal entities.
b) Incapacity or disqualification.
c) Cessation of the person in the position for which they were part of the Board.
d) Resignation notified to the Board.
e) Final judicial ruling that estimates the action of liability for damages to the Foundation or that decrees the removal from the position.
f) By decision of the members of the Board in accordance with the majority established in article 26 of these statutes.
g) Others established by law or the statutes.
2. The resignation from the position of trustee must be documented in any of the forms established for the acceptance of the position, but only produces effects before third parties when registered in the Foundations Register.
CHAPTER V
REGULATION OF OTHER BODIES. COMPOSITION AND FUNCTIONS
Article 31. The general director
The Board may appoint a director who will develop the executive direction of the Foundation. This position may be held by a trustee, in which case the labor or professional relationship must be articulated through a contract that clearly defines the labor or professional tasks that are compensated, which must be different from those of the trustee position.
The position of director is compensated, in the terms deemed appropriate to the nature and representativeness of the position and its functions.
The director has delegated functions of the Board before public administrations, natural and legal persons at the level required for the achievement of the foundational purposes, the processing of documents and files, with no more exceptions than those established in the applicable legislation and in these statutes, article 20.
When not a trustee, the director attends all meetings of the Board to which they are summoned and may intervene with a voice but without a vote.
Article 32. Complementary commissions
The Board may create temporary complementary commissions to provide strategic suggestions to the Board and to maintain the link with the Foundation of people who have been relevant in its history. Emphasizing that the Board is the only and exclusive governing body of the Foundation.
Therefore, the commissions will have the following characteristics:
a) They will serve to favor the governance of the Foundation without replacing the work of the executive staff.
b) They will be created with a temporary nature, at most for one year, potentially extendable explicitly. At the moment of creation, the dissolution date must be anticipated.
c) The commissions will be constituted by a minimum of three people and the maximum determined, for each of them, by the president of the board. They may include the presence of external expert people, depending on the nature of the topic to be addressed.
d) They may self-regulate in their functioning.
e) They are created and dissolved by agreement of the Board, and respond, only, to their contribution to the president and the Board.
CHAPTER VI
STATUTORY AND STRUCTURAL MODIFICATIONS AND DISSOLUTION
Article 33. Statutory and structural modifications and dissolution
The Board, by means of an agreement adopted in accordance with the established in article 26 of these statutes and the applicable regulations, and prior express convocation, may modify the statutes, agree on the merger, the division or the dissolution or extinction of the Foundation, with
the authorization of the Protectorate in accordance with the applicable legislation.
Article 34. Causes of dissolution
The Foundation will be dissolved for the following reasons:
a) Full compliance with the purpose for which it was established or impossibility of achieving it, unless it is appropriate to modify it and theBoard agrees to the modification.
b) Civil or criminal illegality of its activities or declared purposes by a final ruling.
c) Opening of the liquidation phase in the bankruptcy.
d) Others established by law or the statutes.
Article 35. Procedure for dissolution and destination of its assets.
1. The dissolution of the Foundation requires the motivated agreement of the Board adopted in accordance with the established in article 26 of these statutesand must be approved by the Protectorate.
2. The dissolution of the Foundation opens the liquidation period, which must be carried out by the Board, the liquidators, if any, or, subsidiarily, the Protectorate.
The extinction determines the global transfer of all the assets and liabilities of the Foundation. This global transfer, once the asset and theOnce approved, it must be published in the terms required by current regulations and, with the prior authorization of the Protectorate, the assets must be allocatedto other foundations or non-profit entities with purposes similar to those of the Foundation or to public entities. In any case, theentities receiving the assets must be beneficiaries of patronage in accordance with current tax legislation.
3. If a global transfer cannot be made, it is necessary to proceed with the liquidation of the assets and liabilities, and the resulting amount must be allocated as established in paragraph 2.