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ARTICLES OF ASSOCIATION "FUNDACION GRUPO IMO"
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SECTION I
CONSTITUTION OF THE FOUNDATION
Article 1. Title, nature, registered office and sphere of activity
1 The “FUNDACION GRUPO IMO” is a non-profit making organization which in the long-term has
allocated its resources to objectives of general interest as described in these Articles of Association.
2 The registered office of FUNDACION GRUPO IMO is at “Plaza Republica Argentina 7, 28002, Madrid,
Spain.”
3 Its activities will mainly take place within Spanish territory.
Article 2. Legal status, commencement of activities and duration
1 The Foundation will be a legal entity from the time of signing the public deed of incorporation in the
corresponding Registry of Foundations and will commence its activity from this time.
2. The Foundation is to be established indefinitely. Nevertheless, if at any time the Foundation’s
objectives are deemed to have been fulfilled, or are deemed impossible to fulfil, the Board of Trustees may agree to dissolve the same in accordance with the terms laid down in current legislation and in article 21 of these Articles of Association.
SECTION II
THE FOUNDATION’S AIMS AND BENEFICIARIES
Article 3. Aims
The aims of FUNDACION GRUPO IMO are:
The research, development, training and dissemination of the techniques and treatments related to Radiotherapy, Radiosurgery and other forms of cancer treatment, as well as the promotion, encouragement, protection and support of educational activities related to the aforementioned.
Article 4. Activities
To achieve the aims stated in the previous article, the Foundation will carry out the following activities:
The promotion and dissemination of medical-oncological treatment techniques, through the organization of congresses, events, courses, grants, conferences and awards for research.
The promotion and development of medical-oncological assistance through collaboration with health service centres, and financial assistance for persons with limited resources who require treatment.
The promotion and encouragement of medical and scientific research by contributing resources to entities and professionals in the pursuance of objectives of general interest, research and medical-oncological treatment.
Article 5. Beneficiaries
1 The aims of the FUNDACION GRUPO IMO will be generically directed towards persons, groups,
collectives and professionals in the field of oncology and oncology treatments.
2 The Board of Trustees, when determining those bodies that will benefit from the Foundation’s
activities, will act with total impartiality and without discrimination. These benefits may not be bestowed on the founder, or on the patrons, or on their spouses or on any other persons linked by relationship or family members less than four times removed, or to singular legal entities that do not pursue aims of general interest.
Article 6. The application of resources in compliance with the aims
1 The Foundation will effectively assign the equity from its incomes to comply with its foundational
objectives.
2 A minimum of 70 percent of the results from the financial operations carried out and the incomes
obtained due to any other concept must be destined to compliance with the Foundations objectives in the terms foreseen in current legislation.
3 The period for compliance with this obligation will be between the beginning of the financial year in
which these results have been obtained and the closure of the fourth financial year following the obtaining of such results.
Article 7. Information
The Board of Trustees will give such information about the objectives and activities of the Foundation as required to bring this to the attention of eventual beneficiaries and other interested parties.
SECTION III
MANAGEMENT OF THE FOUNDATION
Article 8. Board of Trustees
1 The Board of Trustees is the body that will manage and represent the Foundation.
2 The Board of Trustees are responsible for complying with all the foundational objectives and to
diligently administer the assets and rights that are included in the Foundation’s resources, maintaining the performance and utility of the same.
Article 9. Composition
1 It will be made up of a minimum of 3 and a maximum of 20 Trustees who will adopt their agreements
by majority according to the terms established in these Articles of Association.
2 Any individual who is fully able to work and is not disqualified from holding public office may be a
member of The Board of Trustees.
3 Legal Entities, which must designate the individual or individuals who represent them, may form part
of the Board of Trustees.
4 The Trustees will exercise their office without any remuneration without prejudice to the right to be
reimbursed for duly justifiable expenses incurred while exercising their office.
Article 10. Rules for the designation and substitution of members
1 The designation of members who form the first Board of Trustees will be performed by the founders
and will be recorded in the Articles of Incorporation.
2 The designation of new members will be performed by the Board of Trustees who are, at that time,
inscribed in the corresponding Register and by agreement of the majority of the members.
3 The Trustees will accept their offices as foreseen in current legislation and the Protectorate will be
formally notified of their acceptance and inscribed in the Register of Foundations.
4 Trustees will be nominated for a period of 5 years.
Article 11. Chairman
1 The Trustees will select a Chairman from among their number. The Chairman will represent the
Foundation before all persons, authorities and public or private entities, will convene the meetings of the Board of Trustees, preside over the same, direct their debates and, where appropriate, execute the agreements and for this purpose will be empowered to perform any act and to sign any and all documents necessary for such ends.
2 The Chairman will have a casting vote to settle any ties which may arise during voting performed by
the Board of Trustees.
Article 12. Secretary
1 The Board of Trustees will nominate a Secretary, an office which may go to a person who is not a
member of the Board of Trustees, in which case the incumbent will have a voice but no voting rights.
2 The Secretary will be responsible for certifying the agreements made by the Board of Trustees, the
custody of all documentation pertaining to the Foundation, to take the minutes corresponding to the meetings of the Board of Trustees, to draw up any necessary certifications and reports, and all that is expressly entrusted to this office. In the case of illness, absence or vacancy, the youngest member of the Board of Trustees will perform the function of Secretary.
Article 13. Powers of the Board of Trustees
Without prejudice to the mandatory authorizations of the Protectorate, the Board of Trustees will have the power to:
a. Exercise the management and representation of the Foundation and approve the
management plans and periodic actuation programmes of the same.
b. To interpret and develop the Articles of Association and, where appropriate, agree to the
modification of the same, provided that any such modification is more expedient for the Foundation’s interests and improves the attainment of its objectives.
c. To establish the general guidelines for the distribution and application of available funds between the Foundation’s objectives.
d. To nominate general or special proxy-holders. |
e. To select the beneficiaries of the foundational facilities.
f. To approve the action plan and annual accounts which have to be presented to the
Protectorate.
. To agree to the opening and closing of branch offices.
h. To adopt agreements to dissolve or merge the Foundation in the event that compliance with
its objectives becomes impossible.
i. To delegate their authority to one or more Trustees, with the exception of the approval of the
accounts or the action plan, the modification of the Articles of Association, the merger and dissolution of the Foundation, or those acts which require authorization from the Protectorate.
Article 14. Obligations of the Board of Trustees
In their proceedings, the Board of Trustees must comply with that established by current legislation and the stipulations contained within these Articles of Association.
Article 15. Responsibility of the Trustees
1 The Trustees must carry out their duties with due loyalty and diligence.
2 The Trustees will answer jointly to the Foundation for any damages caused by their acts which are
contrary to the Law or these Articles of Association, or for any acts performed without the exercising the due diligence demanded by their position.
3 The Trustees must attend those meeting to which they have been called and, in the exercise of their
office, comply with that determined by current legislation and these Articles of Association.
Article 16. Cessation and suspension of Trustees
1 The cessation and suspension of Trustees of the Foundation will be as a result of resignation from
office, finalization of the term of office, failure to comply with the obligations inherent to the office or any of the other suppositions foreseen in Article 18 of Foundations Act 50/2002 dated 26 December 2002.
2 Trustees may resign from office by any of the means and through any of the procedures foreseen for
the acceptance of such resignations.
3 The substitution, cessation and suspension of Trustees will be inscribed in the corresponding Register of Foundations.
Article 17. Structure of deliberation and adoption of agreements
1 The Board of Trustees will meet at least twice per year and as often as is required for the satisfactory
running of the Foundation. The Chairman will be responsible for convening the meetings of the same, on his/her own initiative or on request by at least one third of the members.
The announcement will be conveyed to each of the members at least five days before the date of the proposed meeting using a method of communication which allows confirmation of its reception. The announcement will indicate the place, date and time of the meeting, together with the proposed agenda.
A prior announcement will not be required when all the Trustees are present and they unanimously agree to hold a meeting.
2 The Board of Trustees will be deemed to be validly constituted when at least half plus one of the
members are in attendance.
3 Agreements will be adopted by a majority of votes, except when the Articles of Association or current
legislation establish a qualified majority.
4 At the meetings of the Board of Trustees, the Secretary will present the corresponding minutes which
will be subject to approval by all the members present at the same. These will be transcribed in the corresponding ledger and will be signed by the Secretary with the Chairman’s approval.
5 The offices of Trustees that fall on individuals must be exercised in person. However, another Trustee
may act in the name and in representation of the designated member. This substitution must always be for specific acts and must be in agreement with the instructions which, where appropriate, are expressed in writing.
SECTION IV
THE FOUNDATION’S FINANCIAL SYSTEM
Article 18. Equity
1 The Foundation’s Resources consist of all the assets, rights and obligations subject to financial
valuation, included in the endowment as well as those acquired by the Foundation subsequent to its constitution, whether or not they affect the endowment.
2 The Foundation must appear as the titleholder of all the assets and rights integrated in its resources
and which must be recorded in its annual inventory.
3 The Board of Trustees will, under its responsibility, effect the inscription in the corresponding public
Registries, and in the name of the Foundation, the assets and rights included in its resources.
Article 19. Funding
1 For the development of its activities, the Foundation will be financed by the incomes which result from
the return on its resources and, where appropriate, with those from grants, subsidies or donations received from individuals as well as public or private entities.
The Foundation will also be able to obtain incomes from its activities provided that this does not imply an unjustified limitation to the scope of its potential beneficiaries.
2 The Board of Trustees will be empowered to make any necessary alterations to the composition of the
Foundation’s resources as appropriate in agreement with the economic situation at any time and without prejudice to request due authorization or to duly notify the Protectorate.
3 The financial year will coincide with the calendar year.
4 The Foundation will maintain accounts which are well-organized and appropriate to its activity and
allow chronological monitoring of all the operations performed. Day, inventory, and annual accounts books will be kept, together with any other books as determined by current legislation.
5 The Foundation’s fiscal-financial management will be governed by the general principles and criteria
determined by current legislation.
Article 20. Action plan and balance
1 The annual accounts will be approved by Foundation’s Board of Trustees within six months of the end
of the financial year, and will be presented to the Protectorate within ten working days of being approved.
2 The Board of Trustees will prepare an action plan which reflects the objectives and activities which
are planned for the following financial year, and submit the same to the Protectorate during the last three months of each financial year.
SECTION V
MODIFICATION, MERGER AND DISSOLUTION
Article 21. Modification
1 The Board of Trustees may modify the Articles of Association when this act would benefit the interests
of the Foundation. In all cases, the Articles of Association will be modified when the circumstances which govern the Foundation’s constitution have changed in such a way that it cannot act in a satisfactory manner without amending the Articles of Association currently in effect.
2 For the adoption of the agreed modifications to the Articles of Association, a favourable vote from a
quorum of at lest two thirds of the members of the Board of Trustees will be required.
3 The Protectorate will be notified of the modification or rewriting of the Articles of Association agreed
by the Board of Trustees, and the same will be formalized in a public deed and inscribed in the corresponding Register of Foundations.
Article 22. Merger
The Board of Trustees will be able to agree to the merger of this Foundation with another such body provided that this is in the best interest of the same.
The merger agreement must be approved by the favourable vote of at least three quarters of the members of the Board of Trustees. Article 23. Dissolution
1 The Foundation will be dissolved for the causes and in agreement with the procedures established by
current legislation.
2 The dissolution of the Foundation will initiate the opening of a process of liquidation which will be
performed by the Board of Trustees under the supervision of the Protectorate.
3 All the assets and rights resulting from the liquidation will be allocated to foundations or private non-profit making organizations which pursue objectives of general interest and which have allocated their assets, including in the event of their dissolution, to attaining the same, or to non-foundational public entities which pursue objectives of general interest. The Board of Trustees will be expressly authorized to carry out the said application.
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