Statutes

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CHAPTER I

General provisions

Article 1. Designation

Under the name GENERAL FOUNDATION OF THE UNIVERSITAT DE VALÈNCIA OF THE VALENCIAN COMMUNITY, a non-profit cultural foundation of general interest is constituted, under the protection of the Protectorate exercised by the Valencian Government.

Article 2. Duration

The Foundation is constituted for an indefinite duration. Nonetheless, if at any time the aims of the Foundation are deemed to have been fulfilled or become impossible to fulfil, the Board of Trustees may agree to its termination in accordance with the provisions of Article 34 of these Statutes.

Article 3. Legal status

The Foundation is a private law entity belonging to the public sector, which has its own legal status and full legal capacity and capacity to act, in accordance with the rules by which it is governed.
The Foundation is considered as an instrumental means and technical service of the Universitat de València in the matters that constitute its aims, and it is obliged to assume the management orders that the latter makes to carry out acts of any nature in relation to its object and ways of acting. The relations between the Foundation and the Universitat de València are instrumental and not contractual in nature, and can be articulated by means of the management orders foreseen in Article 32 of the LCSP, and therefore, to all effects and purposes, they are of an internal, dependent and subordinate nature. The communication made by the Universitat de València commissioning an action will imply the order to initiate it.
The Foundation may not participate in public tenders called by the Universitat de València, without prejudice to the fact that, when no other tenderer participates, it may be commissioned to carry out the service that is the object of the same.

Article 4. Regulatory regime

The Foundation is governed by the will of the founder expressed in the founding deed, by these Statutes, by the rules that, in interpretation and development of the same, are established by the Board of Trustees and, in any case, by the legal provisions in force.

Article 5. Nationality, sphere of activity and domicile

The Foundation is of Spanish nationality.
Its main sphere of action is the Valencian Community.
The Foundation's registered office is at Calle Amadeo de Saboya núm. 4, València.

Article 6. Nature

The Foundation is for funding, promotion and service.
The services provided are free of charge, without prejudice to any income that may be obtained from the Foundation's activities, provided that this does not imply an unjustified limitation of the scope of its possible beneficiaries or exceed, on the whole, the cost of the service provided, which shall never be higher than its market price.
Merit or lack of means shall be the primary basis for the choice of the recipients of the benefits.

CHAPTER II

Purpose of the Foundation and beneficiaries

Article 7. Purpose

The fundamental mission of the Foundation is to cooperate in the fulfilment of the aims of the Universitat de València, among which is development cooperation.
Its main objectives are to support teaching, research, cultural dissemination, comprehensive human training of potential beneficiaries and comprehensive care for people with disabilities.
The competent bodies of the Foundation may agree and establish all kinds of activities without any other limitation than that of the best achievement of the aims listed in the previous sections, among which are the provision of scholarships and the carrying out of activities of cultural dissemination and teaching.

Article 8. Forms of action

The development of the Foundation's purpose will be carried out, among others, through one of the following forms of action:

Promotion and development of diverse cultural activities, in particular, in the field of plastic arts and musical creation, among others, theatrical, musical, choreographic and cinematographic performances, as well as art exhibitions and similar manifestations
Promotion, establishment of libraries, archives and documentation centres and the provision of services related thereto
Collaboration in the organisation of academic and scientific congresses, courses or seminars
Promotion of the publication of books and other publications
Promotion and organisation of the provision of services to members of the university community
Promotion and management of cooperation and solidarity activities with developing countries
Promotion and development of various social activities
The promotion and implementation of scientific research and technological development activities

Article 9. Beneficiaries

The Foundation's potential beneficiaries are mainly all the people who form part of the Universitat de València's university community and, in general, Valencian society.
The Foundation shall grant its benefits with criteria of impartiality, objectivity and non-discrimination to those persons or entities which, meeting the aforementioned conditions, the Board of Trustees considers to be legitimately entitled to them, in accordance with the bases, norms or rules drawn up from time to time for their selection.
Whenever the delimitation of beneficiaries is necessary, in cases such as the granting of scholarships or the financing of projects, the Foundation will mainly attend to those persons who form part of the sector of the population that can be attended to in accordance with the foundational objectives, always in accordance with the general criteria of impartiality and non-discrimination and the particular criteria of merit and capacity, without prejudice to the fact that it may also consider territorial plurality, the personal situations of need of the beneficiaries, order of request and other similar ones.
No one may claim before the Foundation a preferential right to enjoy its benefits, nor impose on the Board of Trustees their attribution to a specific person or entity.

CHAPTER III

Basic rules for the application of resources to the fulfilment of the foundation's purposes

Article 10. Destination of income and revenues

The Foundation shall apply the resources of the Foundation to the fulfilment of its purposes, in the proportion determined for each financial year by the Board of Trustees when drawing up and approving the corresponding annual action plans, in accordance, at all times, with the provisions of the Law.

Article 11. Publicity of activities and application of income

The Foundation shall provide sufficient information on its aims, activities and application of income so that they may be known.

CHAPTER IV

Governing bodies

Article 12. Governing bodies

The governing body of the Foundation is the Board of Trustees.

First Section

The Board of Trustees

Article 13. Nature of the Board of Trustees and nature of the position of trustee

The Board of Trustees is the governing, administrative and representative body of the Foundation, which shall have and exercise the powers corresponding to it subject to the provisions of the legal system and these Statutes. Its members shall perform their duties with the diligence of a loyal representative.
The trustees shall exercise their powers independently, without hindrance or constraint. Consequently, in the adoption of agreements of any kind, they may not be required to comply with any requirements other than those expressly provided for in these Statutes or those established as necessary by law in the legal system.

Article 14. Free nature of the position of trustee

Trustees shall hold their positions free of charge, and under no circumstances shall they be entitled to any remuneration for the exercise of their duties. However, they shall be entitled to be reimbursed for any duly justified expenses incurred in the exercise of their functions.

Article 15. Composition and positions

The Board of Trustees shall be made up of a minimum of three trustees and a maximum of twenty-one. Within these limits, the specific number of members shall be determined from time to time by the Board of Trustees itself.
The following shall be ex officio trustees

President: The Principal of the Universitat de València.
Executive Vice-President: A Vice-Principal of the Universitat de València appointed at the proposal of the Principal.
Secretary: The General Secretary of the Universitat de València.
A person linked to the Martínez Guerricabeitia Family, appointed by the Board of Trustees at the proposal of the President.

The following shall be elective trustees:

Nine members appointed by the Board of Trustees at the proposal of the Governing Council of the Universitat de València.
Eight members freely appointed by the Board of Trustees.

Natural persons who have full capacity to act and are not disqualified from holding public office, nor are they subject to any cause of incompatibility, may be members of the Board of Trustees.
Legal entities may form part of the Board of Trustees and must designate, through their competent body, the natural person who will act on their behalf.
The position of trustee held by a natural person must be exercised personally. However, another trustee designated by him or her may act in his or her name and on his or her behalf, such representation to be for specific acts and in accordance with the written instructions, if any, given by the representative.
If the person called upon to exercise the position of trustee is called upon to do so by reason of the position he holds in public or private entities, the person to whom his substitution corresponds in accordance with the rules that regulate them, or the person he designates in a public deed if he is a permanent trustee, or by means of a special document for each occasion, may act on his behalf.
When the status of trustee is attributed to legal persons, these shall designate, through their competent body, the natural person who shall act in their representation, which must be conferred, in any case, in writing. If the natural person representing them is a representative by reason of their position, the provisions of the preceding section shall apply.

Article 16. Rules for the appointment and replacement of its members

The term of office of a member shall be five years, with the possibility of one re-election for the same period.
Trustees shall continue in office until the next meeting of the Board of Trustees at which their renewal or replacement is decided, which must necessarily be held within six months following the date of expiry of the term of office of the trustee.
The renewal or appointment of new members shall be made by the Board of Trustees, in accordance with the procedure established in these Statutes for the adoption of resolutions.

Article 17. Acceptance of trustees

Acceptance of the position of trustees shall be formalised in the manner provided for in the legislation in force.

Article 18. Removal and suspension of trustees

The removal and suspension of members shall take place for any of the causes provided for by Law.

Article 19. Presidency

The President shall represent the Foundation before all kinds of persons, authorities and public and private entities, and the Board of Trustees may, for specific matters and by means of an express agreement, grant this power to another of its members; he/she shall call ordinary and extraordinary meetings of the Board of Trustees and set the agenda, preside over them, direct their debates and, where appropriate, execute the agreements, being able to carry out all kinds of acts and sign the documents necessary for this purpose.
The President shall have the casting vote to settle any ties that may occur in the votes taken at the meetings of the Board of Trustees.

Article 20. Executive Vice-Presidency

The Executive Vice-President shall perform the functions of the President in cases of vacancy, absence or illness, and may also act on behalf of the Foundation in those cases in which this is determined by agreement of the Board of Trustees.

Article 21. Secretary

The Secretary shall be responsible for the certification of the agreements of the Board of Trustees, the conservation and custody of all documentation pertaining to the Foundation, taking the minutes of the meetings of the Board of Trustees, issuing the necessary certifications and reports and all those that are expressly entrusted to them.

Article 22. Competences

It is the duty of the Board of Trustees to fulfil and enforce the aims of the Foundation, in accordance with the provisions of the Law and these Statutes, and to administer the assets and rights that make up the patrimony of the Foundation, fully maintaining the yield and usefulness of the same, in accordance with the economic and financial criteria of a good manager.
Independently of the functions granted to it by these Statutes, and without prejudice to requesting the necessary authorisations and making the appropriate notifications to the Protectorate, the competences of the Board of Trustees are, by way of example and not limitation, the following:

Establish the orientation and set the general lines of operation of the Foundation.
Select the beneficiaries of the Foundation's services
Approve the action plan and its liquidation, the activities report and the annual accounts to be submitted to the Protectorate.
Agreeing to the disposal of real estate assets
Accept, where appropriate, donations and/or legacies and to accept inheritances with the benefit of inventory.
Approve amendments to the statutes and all those acts that require the authorisation of the Protectorate, as well as to decide on the conflicts referred to in Article 13.7 of Law 8/1998, of December 9th, 1998, on Foundations of the Valencian Community, or any other provision that may replace it.
In general, any other functions it must perform for the administration or governance of the Foundation, subject, in all cases, to legal requirements.

Article 23. Meetings and adoption of agreements

The Board of Trustees shall meet at least twice a year and, in addition, as often as summoned by the President or when requested by at least one third of its members.
The notice of meeting shall be sent individually to all the trustees at least five days prior to the date of the meeting, to the address designated by them, by any means, including computerised, electronic or telematic means, that allows accreditation of its receipt by the addressees. The notice shall state the place, date and time of the meeting, as well as the agenda. The documentation relating to the business to be transacted at the meeting shall be made available to the trustees sufficiently in advance. No prior notice shall be necessary when all the trustees are present and unanimously agree to hold the meeting.
The Board of Trustees shall be validly constituted when more than half of its members are present or represented, and provided that the President and the Secretary are present, except in those cases in which a larger number of attendees is required by regulation.
Except in those cases in which, legally or statutorily, other majorities are applicable, resolutions shall be adopted by a simple majority of votes of the trustees present or represented. In the event of a tie, the President or, in the event of substitution, the Executive Vice-President shall have the casting vote.
The meetings of the Board of Trustees shall be attended by the Manager of the Foundation, with voice but without vote, although his/her presence shall not be counted for the purposes of integrating the attendance quorums required by these Statutes.
The corresponding minutes of each meeting held by the Board of Trustees shall be drawn up by the Secretary, which shall state those in attendance, the circumstances of the place and time of the meeting and the items on the agenda, as well as the interventions made in a succinct manner and the literal content of the agreements adopted, recording the result of the voting. The minutes shall be signed on all pages by the Secretary of the Board of Trustees with the approval of the President.
The minutes shall be approved at the same or the following meeting. However, the Secretary may issue certification of the agreements that have been adopted, without prejudice to the subsequent approval of the minutes. Certifications of resolutions adopted prior to the approval of the minutes shall expressly state this circumstance.
The Board of Trustees shall keep a Minutes Book, duly numbered and legalised, in which all the minutes approved by this body shall be recorded.

Second Section

Other bodies

Article 24. Management

The Board of Trustees, at the proposal of the President, may appoint a Manager of the Foundation, who shall exercise the functions of executive direction and operational management of the same, on a full-time basis, under the superior authority of the Executive Vice-President.
Without prejudice to the powers that may be delegated by the Board of Trustees, they shall be responsible for executing the plan of activities and managing the budget, as well as any other functions that may be entrusted to them. They shall also direct the technical and administrative services of the Foundation.
In the event of vacancy, absence or illness, the Manager of the Foundation shall be substituted by the person designated by the President of the Board of Trustees.

Article 25. Delegations and powers of attorney

The Board of Trustees may designate one or more delegates or attorneys-in-fact of the Foundation, in a general or special capacity, jointly or jointly and severally, with the powers to be determined. This power of attorney shall be recorded in a public deed and, in the case of a general power of attorney, must be entered in the Register of Foundations.
Excluded from special powers of attorney are those powers that current legislation reserves to the Board of Trustees as they cannot be delegated, specifically the approval of the accounts and the action plan, the decision on conflicts referred to in Article 13.7 of Law 8/1998, of December 9th, of Foundations of the Valencian Community, or the provision that replaces it, and those that require the authorisation of the Board of Trustees.
The attorneys-in-fact of the Foundation shall give an account of the exercise of their powers at each meeting of the Board of Trustees.

CHAPTER V

Advisory Committees

Article 26. Advisory Committees

The Board of Trustees may agree, by a majority of its members, to set up Advisory Committees for the fulfilment of very specifically determined purposes. This power may be delegated in accordance with the provisions of Article 25 of these Statutes.
The Advisory Committees shall propose to the Board of Trustees of the Foundation the acts and legal business that they consider necessary for the fulfilment of its aims or, if appropriate, their delegates and/or attorneys-in-fact, who shall proceed in accordance with the provisions of the Statutes of the Foundation.

Chapter VI

Economic Regime

Article 27. Assets

The assets of the Foundation shall consist of all assets and rights susceptible of economic valuation.
The Foundation shall appear as the owner of all the assets and rights comprising its assets, which shall be recorded in its annual inventory.
The Board of Trustees shall promote, under its responsibility, the registration in the name of the Foundation of the assets and rights that make up its assets in the corresponding public registers. Public funds and movable, industrial or mercantile securities owned by the Foundation shall be deposited, in its name, in credit institutions, and the Board of Trustees shall be responsible for the designation of these funds and securities.
The acts of disposal and administration thereof shall be in accordance with the applicable legal regulations in force.

Article 28. Resources and income

The Foundation, for the development of its activities, shall be financed fundamentally with the resources deriving from its assets and, where appropriate, with those other resources deriving from grants, subsidies, donations, inheritances and other gratuitous acts carried out by natural or legal persons, whether public or private.
The Foundation may obtain income by charging prices to its beneficiaries, which in no case may exceed, as a whole, the real cost of the service provided, which shall never be higher than the market price, and the individual economic capacity of the beneficiaries shall be taken into account when determining the amounts.
Without prejudice to the fact that the Foundation shall fundamentally fulfil its foundational purposes with the permanent allocation of its assets and the income from the same, special attention shall be paid to the promotion of income from:

Collaboration agreements with companies and institutions for the development of research programmes, or of any other kind, financed by them.
Subsidies from public bodies
Donations, legacies and bequests
Courses, seminars and conferences
Editions, publications and any other kind of marketable products

Acceptance of inheritances by the Foundation shall always be with the benefit of inventory. The acceptance of legacies with charges or onerous or remunerative donations and the repudiation of legacies, donations or bequests without charges shall be communicated by the Board of Trustees to the Protectorate within the legally established period, and the latter may exercise the corresponding liability actions against the trustees, if the acts of the Board of Trustees are detrimental to the Foundation, under the terms established by Law.

Article 29. Administration

The Board of Trustees is empowered to administer and dispose of the patrimony of the Foundation, in accordance with the economic situation at any given time and without prejudice to requesting due authorisation or proceeding to the appropriate communication to the Protectorate.
The Foundation shall apply its resources to the fulfilment of the different foundational purposes it pursues, in accordance with the percentages established by law and in the proportion determined for each financial year by the Board of Trustees when drawing up and approving the corresponding annual action plans.

CHAPTER VII

Accounting and budgetary regime

Article 30. Financial year

The financial year of the Foundation shall coincide with the calendar year.

Article 31. Annual accounts

The Foundation shall keep orderly accounts appropriate to its activity, enabling the operations carried out to be monitored chronologically. To this end, it shall necessarily keep a Daily Book and a Book of Inventories and Annual Accounts, as well as those that the Board of Trustees deems appropriate for the good order and development of its activities and for the adequate control thereof.
In its economic-financial management, the Foundation shall be governed by the general principles and criteria determined by the regulations in force.
The annual accounts, comprising the balance sheet, the profit and loss account and the notes on economic management, shall form a single unit and must be clearly drawn up and show a true and fair view of the assets, financial situation and results of the Foundation. The financial management report, in addition to completing, expanding and commenting on the information contained in the balance sheet and profit and loss account, shall include the Foundation's activities, changes in its governing, management and representative bodies, 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, if any, that have been entered into with other entities for these purposes, and the degree of compliance with the rules established in the regulations in force. An inventory of the assets and liabilities shall also be included in the report.
The annual accounts shall be approved by the Board of Trustees of the Foundation within the maximum legally established period, and shall be submitted to the Protectorate, for examination and verification, within ten days of their approval, attaching a certificate accrediting such approval.
If the Foundation complies with the legally established requirements, the above documents shall be submitted to external audit, and the audit report shall be sent to the Protectorate together with the annual accounts. Furthermore, the Board of Trustees may submit the annual accounts to external audit when it deems appropriate.

Article 32. Action plan

The Board of Trustees shall approve and submit to the Protectorate, within the last three months of each financial year, an action plan, together with its explanatory report, setting out the objectives and activities it intends to carry out during the following financial year.

CHAPTER VIII

Modification of the Articles of Association or termination of the Foundation

Article 33. Modification of the Articles

These Statutes may be modified by the Board of Trustees by means of a resolution adopted with the affirmative vote of half plus one of the number of Trustees at the time the modification is proposed.

Article 34. Termination of the Foundation

The Foundation shall be extinguished in the cases established in the legislation in force.
In the event of extinction, the assets and rights resulting from the corresponding liquidation shall be integrated, in their entirety, into the assets of the Universitat de València, the founding entity of the extinct institution.
The corresponding liquidation procedure shall be carried out by the Board of Trustees under the supervision of the Protectorate, and managers may be appointed to execute the decisions adopted by the Board of Trustees in relation to the liquidation of the assets.