OUR ARTICLES OF ASSOCIATION
TITLE 1. NAME, PERSONALITY, TERM, REGIME AND REGISTERED ADDRESS OF THE FOUNDATION
Article 1: Under the name IBEROSTAR FOUNDATION a private, not-for-profit foundation is established, whose capital is allocated continuously, by the will of its founder, toward the undertaking of the objectives of general interest set forth in these Articles of Association.
Article 2: The Foundation has an independent legal personality and its own capital, and has full legal capacity to act.
It may therefore acquire, preserve, hold, dispose, transfer by any means and encumber all types of movable, real property and rights, perform all types of acts and agreements, compromise and resort to legal channels, exercising all types of claims and defences before Courts, Tribunals and Public and Private Agencies, subject to the provisions of the legal system.
Article 3: The term of the Foundation will be perpetual. Nevertheless, the Board of Trustees may terminate it when its purpose becomes impossible, settling and allocating its resulting assets to other entities in accordance with the provisions of Article 27 of these articles of association.
Article 4: The Foundation will in all cases be governed by the will of the Founder expressed in the founding document, by Spanish Law 50/2002 on Foundations [Ley 50/2002 de Fundaciones] and any other legislation on foundations applicable at any given time, by these articles of association and by any resolutions that, on the interpretation and implementation of that will, may be adopted by the Board of Trustees.
Article 5: The Foundation is Spanish and its sphere of activity is the entire territory of Spanish and Latin America.
The registered office of the Foundation is located in Palma de Mallorca (Spain), calle General Riera, número 154, postal code 07010.
The Board of Trustees may freely resolve to change the registered office by statutory amendment and subsequent notice to the Protectorate, or establish other premises, branches, offices, correspondents or representatives.
TITLE II. FOUNDATION OBJECTIVES.
Article 6: The objectives of general interest to which the Foundation will be devoted include the promotion, advancement, development, execution and financing of all types of activities: i) for social assistance and cooperation for development, ii) for cultural, artistic, civic, formative, educational and sports promotion, targeted particularly at children and young people, to provide them with an environment for personal, cultural and social development that is healthy, safe and integrated; iii) for defence and protection of the environment in collaboration with other Foundations and not-for-profit entities whose primary and direct objective is to safeguard the environment; iv) for promotion, attention and assistance to disadvantaged individuals and groups or at the risk of exclusion for physical, social, labour or cultural reasons; v) for support to entrepreneurs and research initiatives and medical, scientific, technological and developmental initiatives that may help transform society.
The objectives and activities of the Foundation are for illustrative purposes and not restricted to these, without their undertaking being deemed as strictly obligatory, or any priority or preference existing among them.
Article 7: In the exercise of its functions and to attain its objectives, the Foundation may perform the following activities:
The Foundation, in keeping with the circumstances at any given time, will have complete freedom to project its actions toward the activities, aims and objectives that, in the opinion of the Board of Trustees, are the most appropriate at any given time, always providing that these fit into its overall foundational objectives.
Article 8: At least 70% of the results from its economic operation and the revenue obtained for any other concept should be allocated toward the fulfilment of the foundational objectives, in the terms envisaged in legislation in force, allocating the rest toward increasing the founding capital or reserves, as resolved by the Board of Trustees.
The period for fulfilment of this obligation will begin as of the start of the year in which these are obtained and for four years following the close of such year.
Article 9: The selection of beneficiaries will be made by the Board of Trustees of the Foundation, always in keeping with criteria of impartiality and non-discrimination among the individuals or groups that fulfil the following circumstances:
a) Form part of the sector of the population covered by the Foundation.
b) Seek the benefit or service that the Foundation is able to offer.
c) Lack sufficient means to obtain the same benefits as those provided by the Foundation.
d) Comply with any specific requirements that the Board of Trustees may additionally resolve for each call.
TITLE III. FOUNDATION BODIES.
Article 10: The Foundation bodies are the Board of Trustees and the Governing Board.
Article 11. Positions on the Board of Trustees are posts of confidence and not remunerated. The members of the Board of Trustees will have the exclusive right to the reimbursement of all duly-justified travelling expenses incurred when they must attend meetings and for any other expenses incurred as a result of the pursuit of their duties as members of the Board of Trustees.
Article 12. The Foundation bodies will exercise their powers with absolute supremacy, devoid of any obstacles or restrictions.
Consequently, when adopting or executing resolutions or agreements of all type no requirements may be imposed on them other than those expressly provided in these articles of association or those established in the Spanish legal system.
Article 13: The Board of Trustees is the supreme body of the Foundation and will be composed of a minimum of four and a maximum of twelve members.
The first Board of Trustees is appointed by the Founder. Successive appointments and renewals of the Board of Trustees will take place as follows:
a) Up to a total of nine members will be appointed by IBEROSTAR HOTELES y APARTAMENTOS, S.L., in its capacity as Founding Partner. In the event of the merger of this company, this will correspond to the company resulting from the merger.
b) The three remaining board members will be appointed by SAYGLO, S.L., providng that this company has a direct or indirect stake in the share capital of IBEROSTAR HOTELES Y APARTAMENTOS, S.L.
The Board of Trustees will elect its Chairman, and any posts that may be necessary for the optimum development of the Foundation activity, from among its members. It will likewise appoint a Secretary who need not be a member and, in this case, will have speaking but not voting rights in Board of Trustee Meetings.
The term of board members and of posts on the Board will be five years, with the ability of outgoing members to be re-elected indefinitely.
The termination of Foundation board members will take place due to death or declaration of death, as well as due to the termination of the legal personality; for resignation notified with due formalities; for incapacity, suspension or incompatibility, in accordance with the provisions of the Law; due to the termination in the post they held when appointed as members of the Board of Trustees; by legal resolution or by conclusion of their term of office.
Article 14: The Board of Trustees will meet as often as the Chairman deems necessary, and whether requested by a third of its members, following a call by the Secretary at least 15 days prior to the date on which the meeting is to take place. The call will take place by any written means, indicating the agenda and the venue, date and time for the meeting.
At least two meetings must take place per year, for the purpose of approving the annual accounts from the preceding year and the corresponding action plan for the following year.
Article 15. The Board of Trustees will be validly constituted when one half plus one of its members are present.
Resolutions will be adopted by a majority of votes, with the ability of the Chairman of the Board of Trustees to cast the deciding vote in cases of ties.
Exceptionally, the adoption of resolutions on the termination of the Foundation, amendment of its Articles of Association or merger will require an attendance and voting quorum in both cases of at least two thirds.
Resolutions will be transcribed into the Book of Proceedings, and authorised with the signatures of the Chairman and the Secretary.
Article 16: The authority of the Board of Trustees extends to anything concerning senior governance, management and representation of the Foundation, and to the following in particular:
A) To modify the founding Articles of Association.
B) To exercise the highest degree of inspection, surveillance and direction of the Foundation.
C) To determine the number of members of the Governing Board and to appoint and terminate its members.
D) To approve periodic action programmes and any action plans prepared by the Governing Board.
E) To change the registered office of the Foundation.
F) To establish the general lines regarding the distribution and application of available funds among the objectives sought by the Foundation.
G) To approve the annual Balance Sheet, the Annual Report on the activities of the Foundation and the Income Statement submitted to it by the Governing Board, as well as the management thereof.
H) To appoint or elect Honorary Members to the Board of Trustees, when circumstances occurring in the individual, individuals or legal entities so require.
I) To terminate the Foundation if it becomes impossible for it to fulfil its objectives, and decide on the charitable allocation to be given to any resulting assets.
Article 17: The Governing Board will be composed of a minimum of two and a maximum of five members of the Board of Trustees, to be renewed every five years but with the possibility of indefinite re-election.
The Chairman of the Board of Trustees will be the Chairman of the Governing Board, who may delegate any duties to another member of the Board of Trustees, and its Secretary will be the Secretary of the Board of Trustees.
The first Governing Board will be appointed by the Founder.
The Governing Board may be advised during its meetings by any experts deemed appropriate and, if they are not members of the Board of Trustees, will have no voting rights during Meetings. It may likewise be advised by any Advisory Commissions or Committees that it deems appropriate to create for such purpose, which will have the tasks and be governed in accordance with the rules set in each case by the Board of Trustees at the moment of their creation.
Article 18: The Governing Board will meet whenever deemed appropriate by its Chairman or whenever requested by one third of its members.
The quorum for attendance, voting and the adoption of resolutions will be the one established in the first two paragraphs of Article 15 of these Articles of Association.
Article 19: The Governing Board will have all those tasks delegated to it by the Board of Trustees whenever so allowed by Law.
The Board of Trustees may delegate the following powers to the Governing Board:
TITLE IV. FOUNDATION CAPITAL AND FINANCIAL REGIME.
Article 21: The capital of the Foundation will be composed of any type of assets, rights and obligations that may be appraised economically. These should appear in the name of the Foundation and be recorded in its Inventory, in the Foundation Registry and any other Registries that may correspond.
Article 22: The capital endowment of the Foundation will be composed of all assets and rights that constitute its initial endowment, and by any others of that type subsequently furnished to it.
Article 23: The Foundation may, at any given time and as many times required in keeping with the economic situation, make any modifications, transformations and conversions deemed necessary or advisable in investments of foundational capital, so that, while maintaining its nominal value, its actual value is prevented from decreasing.
Article 24: The Foundation should maintain orderly accounts, appropriate to its activity, that allow for a chronological monitoring of transactions performed.
Therefore and in addition to the Book of Proceedings of the Board of Trustees, it will necessary maintain a Daily Ledger and a Ledger of Inventories and Annual Accounts.
The annual accounts, that will include the balance sheet, the income statement and annual account, will form one sole unit, and should be clearly drafted and reflect the faithful image of the capital, financial status and results of the Foundation.
In addition to supplementing, broadening and commenting on the information contained in the balance sheet and income statement, the annual account will include the foundational activities, any changes to its boards of governance, management and representation, as well as the degree of compliance with the action plan, indicating the resources employed, their origin and the number of beneficiaries in each one of the actions undertaken, any agreements that, as appropriate, have been carried out with other entities for these purposes, and the degree of compliance with the rules established in art. 27 of Spanish Law 50/2002 [Ley 50/2002]. The annual report will also include an inventory of the capital elements.
The annual accounts will be approved by the Board of Trustees of the Foundation within a maximum of six months of the close of the year, and will be submitted to the Protectorate for its examination and verification within ten business days of its approval.
If the Foundation is subject to the legal requirements established, the above document will be submitted to an external audit, providing the Protectorate with the report of this together with the annual accounts.
Likewise and within the last three months of each year, the Board of Trustees will prepare and provide the Protectorate with an action plan that reflects the objectives and the activities planned for pursuit in the course of the following year.
The financial year of the Foundation will commence on 1 January and end on 31 December of each year.
TITLE V. AMENDMENT, MERGER AND TERMINATION OF THE FOUNDATION.
Article 25: These Articles of Association may be amended by resolution of the Board of Trustees, providing it is advisable to Foundation interests. This amendment should take place when the circumstances governing the establishment of the Foundation have varied so as to prevent its satisfactory actions in accordance with the Articles of Association in force.
The amendment or recasting of the Articles of Association resolved by the Board of Trustees will be notified to the Protectorate prior to executing a public deed, and this will be subsequently entered in the Foundations Registry.
Article 26: The Board of Trustees of the Foundation may resolve on its merger with one or several foundations.
The merger resolved by the Board of Trustees will be notified to the Protectorate prior to executing a public deed and this will be subsequently entered in the Foundations Registry.
Article 27: The Foundation will terminate for the grounds and in accordance with the procedures established by legislation in force.
The termination of the Foundation, unless this occurs by the merger with another, will result in the opening of the liquidation phase, which will be undertaken by the Board of Trustees established as a settlement committee and under the control of the Protectorate.
Any assets and rights resulting from the settlement will be allocated in their entirety to foundations or private not-for-profit entities that pursue objectives of general interest and whose assets are subject to the attainment of these, even in the event of their dissolution. It will correspond to the Board of Trustees to designate the entities that are to receive these assets, in accordance with the provisions of legislation in force.
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C/General Riera, 154 – 07010
Palma de Mallorca, Baleares, España
Telf.: 34 971 07 70 00
Fax: 34 971 07 77 71