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| Organisation / Articles of Association |
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Article 1. - Aim and Denomination.
The signatories, in their commitment to promote the development of the "Science - Administration - Companies" system, agree to create the FOUNDATION FOR THE DEVELOPMENT OF SCIENCE AND TECHNOLOGY IN EXTREMADURA (FUNDECYT), whose principal aim will be to promote projects in this field, coordinate information from different sources, facilitate access to different agents and generally to collaborate in programmes carried out by the Public Administrations or Institutions and private companies in these fields.
FUNDECYT was created as a private cultural Foundation, offering services and promotion resulting from the application of the law and jurisdiction established in Decree 2930/1972 of July 21st, or in applicable norms.
Article 2. - Legal entity.
The Foundation, in compliance with the aims of general interest it upholds, has its own legal entity and full capacity to take action with absolute autonomy, and, among others, the following responsibilities:
a.- To purchase, own, maintain, retain, administer, transfer, exchange, tax and, in any other form, dispose of, transform and convert freely goods and rights.
b.- To hold all types of events and contracts, to arrange credit operations, renounce and transmit goods and rights.
c.- To promote, oppose, follow-up and waive any procedure, right, action and exception before Law Courts, organisations and entities of any type, be they public or private, national or foreign.
All necessary authorisations required by current legislation for the carrying out of the above-mentioned activities will be requested.
Article 3. - Aims of the Foundation.
a.- To promote the scientific and technological development of Extremadura and to evaluate and follow up scientific and technological programmes.
b.- To collect and communicate any information facilitating access to resources which can promote scientific and technological development in the University, Research Centres and Companies in Extremadura.
c.- To offer advice to any public or private organisation which requires it on the existing options for promoting activities in the field of new technologies, actively collaborating in the optimisation of public and private investment.
d.- To encourage synergies between the University, Research Centres, companies and the different administrations (European, State, Autonomous and Local).
e.- To promote the development of studies and actions to identify scientific, technological and business needs, for their possible incorporation into regional development plans and programmes.
f.- To promote and coordinate "Programme Development Units" in prime areas of science and technology, combining and optimising the resources available in the education, research and productive systems.
g.- To participate in institutions and national or international forums to obtain information on the latest lines of action and future trends.
i.- To offer support to Institutions, companies and research centres in obtaining funds from international, community or national competitive programmes.
j.- To carry out surveys, either on the organisation’s initiative or by contract for third parties, on any aspect related to the aims of the Foundation.
k.- To carry out any measures necessary for the scientific and economic development of the region.
Article 4.- Scope of action and beneficiaries.
The Foundation’s scope of action is the development of Extremadura, although to achieve its aims it may act in any part of Spain as well as in other countries.
The potential beneficiaries will be all agents and users of Science and Technology related to the productive process within the territory of Extremadura.
Article 5. - Duration.
The Foundation has been created with the intention of permanence and to last indefinitely.
Article 6. - Corporate Address.
The corporate address of the Foundation is the city of Badajoz, the Rector’s Office of the University of Extremadura, University Campus, Avenida de Elvas s/nº although, with the agreement of the Trust, it may be moved to any other location in Extremadura.It may also establish offices and delegations wherever it deems opportune for the attainment of its aims.
Article 7. Assets of the Foundation.
The Foundation’s Assets may consist of any sort of goods and rights, without exception as to their nature and without limitations as to the amount and location of these assets.
Article 8. - Assets.
1.- The Foundation’s Assets are composed of:
a.- A foundational endowment of 5 million pesetas from the Junta(Regional Government)of Extremadura.
b.- Amounts or goods which individuals or legal entities may contribute for this specific purpose.
c. The adequate usage of the resources managed.
2. Regular or sporadic resources of the Foundation will be:
a.- Contributions by Public Administrations.
b.- Contributions by the founding organisations and those which join the Foundation.
c.- Donations or contributions by any legal entity or individual.
d.- Possible subsidies from any institution or Public Administration.
e.- Products or income from management of own assets.
f.- Income from contracts or management services.
g.- Any other legal resource not mentioned above.
3.- To maintain the value of the Foundation; the Management Board or the Trust may, according to applicable legislation, carry out any necessary modifications, transformations or conversions.
Article 9.- Impact on contributions and other resources.
1.- The Foundation's resources and income of any sort will be strictly used for the aims of the Foundation.
2.- The Management Board will approve the applicable Regulations.
Article 10. - Budgets.
1.- The Management Board will establish the consolidated expense and revenue budget, which will include:
a.- Costs of preservation and insurance of the Foundation's assets.
b.- The costs of amortization of asset values by depreciation or loss.
c.- Management and advice costs which are necessary for the opportune attainment of the aims of the Foundation.
d.- Structural or administration expenses.
e.- Asset investments.
2.- The Management board may, by agreement, introduce any necessary modifications in the budget during the financial year, to adapt it to the needs of the Foundation, within the limitations and in accordance with the regulations established by current legislation.
Article 11.- Approval of accounts.
The accounts approval for the financial year will be the exclusive responsibility of the Trust, at the request of the Management Board.
Article 12.- Surrendering documentation to the Protectorate.
Within the first semester of the year, the Foundation Trust will send last year’s budget, its liquidation, the balance and the report on the activities carried out during the year and economic management to the Protectorate, with sufficient explanations for its reading to supply an exact status of compliance with the foundation’s aims and its asset situation. This will be duly signed and accompanied by a certification accrediting that the documents are a faithful rendering of the accounts books and justifying the criteria of valuation and amortisation followed for the financial year.
Article 13.- Custody of goods.
To ensure the custody of goods which comprise the assets of the Foundation:
1.- Real estate property will be inscribed in the register of property in the Foundation’s name .
2.- Stocks and shares will be deposited in financial institutions decided by the Management board, in the Foundation’s name.
The other assets, property titles, security guarantees of deposits and any other documents accrediting control, ownership, use, enjoyment or any other right held by the Foundation will be taken care of by the Management Board or persons appointed by the board.
1.- All the Foundation’s assets will be inventoried in an assets register book, which will contain the precise data for their identification and description, to be held by the Trust or persons appointed by the Trust.
Article 14.- Management bodies.
The Foundation Trust is the foundation’s supreme body of management and representation.
The Management Board is the foundation’s normal Management, administration and representation body.
The Trust may decide to create Territorial Delegations or any other organs of management it deems necessary for better fulfilment of the Foundation's aims.
The Management Board can decide on the temporary creation of Expert Committees or Scientific or Technical Advice Committees if considered necessary for better compliance with the aims of the Foundation.
Both the Trust members and those of the Management Board will carry out their functions free of charge.
Nevertheless, they will be entitled to reimbursement of their travel expenses when attending Trust or Management Board meetings and any other expenses caused by specific tasks carried out in the name of or in the interest of the Foundation.
Article 15. - Trust.
1.- It is the depository and highest manifestation of the will of the Foundation.
2.- It will strive for the fidelity of the Foundation to its aims.
3.- It will act as the highest representative of the Foundation.
4.- It will carry out actions of inspection, vigilance and control of the Foundation.
Article 16. - Composition of the Trust.
1.- The Trust will be made up of the following members:
* The President of the Junta (Regional Government)of Extremadura, who will be the Chairman of the Trust.
* Three representatives from the Junta (Regional Government) of Extremadura, who will be the Ministers in charge of Education, Agriculture and Industry.
* Three representatives from the University of Extremadura, who will be the Dean and two Deputy-Deans appointed by the former.
* One representative from the Caja de Badajoz.
* One representative from the Caja de Extremadura.
2.- The Trust will appoint a person to be its Secretary. The Secretary will be in charge of drawing up the minutes of the meetings and, except if this person is a member of the Trust, will not be entitled to vote.
Article 17. - Powers of the Trust.
The Trust will be empowered for all issues concerning the highest management of the Foundation and particularly the following:
1 – To monitor compliance with the aims of the foundation members, interpreting and carrying them out if necessary.
2 – To modify the foundation articles of the association if necessary, for better compliance with the aims of the foundation, in accordance with what is established in article 20 of the present Articles of Association.
3 – To appoint trust members who will form the Management Board and, among them, the Chairperson.
4 – To appoint and revoke, if necessary, the Managing Director of the Foundation, at the request of the Management Board.
5 – To approve the Report, Balance and the Accounts for each financial year, as well as the budget prepared by the Management Board for the following, notwithstanding subsequent intervention by the protectorate as established by law.
6 – To change the Foundation's address and decide on the location of its offices and delegations, if applicable.
7 – To establish the general lines for distribution and application of the available funds for the aims of the Foundation.
8 – To authorise the Management Board to modify the foundation's capital investments.
9 – To wind up the Foundation, deciding on the destiny of the resulting assets, according to what is established in articles 21 and 22 of the present Articles of Association.
Article 18. - Functioning of the Trust.
1.- The Trust will meet as often as the Chairperson deems opportune, and at least once a year in the first semester to approve the accounts of the previous financial year.
2.- The Trust will be called by the Chairperson. If there are urgent matters to deal with, it can be called at 48 hours’ notice.
There will be no need to call it when all the board members are attending a meeting and they unanimously decide to debate on and resolve an issue.
1.- Trust sessions will be valid if half the members with a right to vote plus one are in attendance.
2.- Agreements will be by a majority of votes of those present or represented; in the case of ties, the Chairperson will decide.
3.- Agreements will be recorded in the Minutes Book. Both the minutes and its certifications will be authorised by the signatures of the Chairperson and the Secretary.
Article 19.- The Management Board.
It is the permanent body expressing the will of the Foundation and controls its actions.
Article 20.- Composition of the Management Board.
1.- The Management Board is composed of up to ten members, four of which must also be members of the Trust, appointed by the Trust and including the Chairperson of the Management Board.
2.- In any case, the Managing Director chosen by the Trust will also be a member of the Trust.
3.- The Trust will appoint its board members.
4.- The Management Board will appoint one of its members as a vice-president.
5.- The Chairperson will appoint a Secretary, who, if not a board member, will attend the Management Board meetings with voice but no vote, being replaced if absent, ill or, in general, for any justified cause, by the youngest board member.
5.- The mandate of the Board members may end, apart from the causes established by law, by the express agreement of the Trust.
Article 21.- Powers of the Management Board.
The Management Board, exercising its power, will carry out its faculties and functions under the guidance of the Trust, independently, without hindrance or limitations, its actions being definitive. In the adoption and execution of its agreements and resolutions it will only be bound by what is established in the present Articles of Association, Regulations and applicable legislation.
Article 22.- Functioning of the Management Board.
1.- The Management Board will meet at least every three months, by written call of the chairperson, with at least seven days’ notice, except in urgent cases, when a meeting can be called at 48 hours’ notice.
2.- There will be no need to call it when all members are attending a meeting and they unanimously decide to debate on and resolve an issue.
3.- The Management Board’s Chairperson will call and preside over the meetings of the body, direct its discussions and deliberations and implement any agreements reached.
4.- The Management Board will be validly constituted when half plus one of the members with a right to vote are in attendance. In a second call, always held half an hour after the established time for the first, it will be considered that there is sufficient quorum when at least one third of the board members are present.
5.- Management Board members who also belong to the Trust, with the exception of the Chairperson of the Management Board, if they also hold academic or public administration posts, may delegate their representation in another person in their area of responsibility.
6.- Agreements will be by the majority of votes of those present or represented; in the case of ties, the Chairperson will decide.
7.- Agreements will be recorded in the Minutes Book. Both the minutes and its certifications will be signed by Chairperson and the Secretary.
Article 23.- Modifying Articles of Association.
The Foundation may promote modifications of these Articles of Association, if deemed convenient for their interests.
To implement a modification, the attendance of at least three quarters of the Trust members will be necessary. The modification must be unanimously accepted by those present, after hearing the Management Board.
Any modification must conform to applicable legislation and will be recorded in the corresponding Administrative Register.
Article 24.- Winding up the Foundation.
The Foundation can be wound up by legal imperative or by the agreement of the Trust, once the Management Board has been heard.
To promote the winding up, at least three quarters of the Trust members must be in attendance. The agreement must be unanimously accepted by those present, after hearing the Management Board.
In both cases, the Trust will appoint a Liquidation Commission empowered to carry out the corresponding functions.
Article 25. - Winding up.
The accumulated assets will first be used to settle any obligations to third parties and creditors, once this has been done, any remaining amounts will be destined to institutions or other organisations determined by the Trust. |
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