STATUTES OF THE CANARY ISLAND WATER CENTER FOUNDATION.
Statutes of the Foundation (original pdf in Spanish):
|Fecha de publicación:||15 January, 2015|
FIRST TITLE: GENERAL PROVISIONS.
Article 1. – Name and status.
With the name “Canary Island Water Center Foundation”, is constituted by nature a private foundation, nonprofit, whose heritage is concerned, permanently, to the attainment of the objectives of general interest themselves in the institution, as set out in Article 6 of these Regulations.
Article 1. – Name and status.
With the name “Water Canary Foundation Center” (CAC), is constituted by nature a private foundation, nonprofit, whose heritage is concerned, permanently, to the attainment of the objectives of general interest themselves in the institution, as set out in Article 6 of these Regulations.
Article 2. – Personality and ability.
The Foundation established, once registered in the Canary Foundation has legal personality and full capacity to act and can make, therefore, all acts necessary for the fulfillment of the aims, subject to the provisions the legal system.
Article 3. – Regulatory regime.
The Foundation is governed by existing legal provisions that are applicable, by the will of the founder expressed in these Bylaws and the rules and provisions, interpretation and development of them, set the Board.
Article 4. – Address.
The address of the Foundation is located in Santa Cruz de Tenerife, Multiple Services Administration Building, Calle La Marina no. 34, floor 9, headquarters of the Ministry of Works, Housing and Water.
The Board may initiate a change of address, through appropriate bylaw amendment, with communication to the Protectorate, as provided in the legislation.
Article 5. – Scope.
The Foundation shall work mainly throughout the Canary Islands.
SECOND TITLE: PURPOSE OF THE FOUNDATION AND RULES FOR THE IMPLEMENTATION OF RESOURCES TO COMPLY WITH THE PURPOSES AND FOUNDATION FOR THE DETERMINATION OF BENEFICIARIES.
Article 6. – Aims
The Foundation’s founding purpose the promotion, dissemination, development and enhancement of technical and management methods that optimize water aprovechamientode water resources and the promotion of trade and business relations between agents operating in that sector, and any other activity of study or advice which may benefit the way in which water management takes place in the Canary Islands.
To achieve the foundational purpose or object, the Foundation shall, inter alia, the following activities:
- Conduct, promote and disseminate any kind of basic and applied research in the field of forms and techniques of water management;
- Research and development of technical systems that allow better use of water resources;
- Promote and coordinate the R & D (research and development) on water that can be made in the Canaries, and, to study interactions with related subjects;
- Collect and make available to individuals or corporations that may be involved, any information on water, forms and techniques of water management, improved utilization of water resources, circulation or distribution of powers can circulate both at the regional level as in the State and International;
- Promote liaison with national and international scientific community.
- To organise and promote conferences, courses, conferences and debates on water.
Article 7. Development of purposes.
The development of the aims of the Foundation shall be made through any of the following action:
- For the foundation directly,
- Granting financial aid;
- Awarding grants to institutions
- Participating in the development of activities by other entities, matching or complementary to those of the Foundation
- By conducting studies, research, courses and conferences
- Through publications, exhibitions and other cultural activities.
Article 8. – Freedom of action. –
The Board shall have complete freedom to determine the activities of the Foundation, aimed at achieving specific objectives, it considers that, within the fulfillment of its purposes, be the most suitable or appropriate at all times.
Article 9. – Determination of beneficiaries.
The choice of beneficiaries will be made by the Board based on criteria of impartiality and non-discrimination between people who fulfill the following circumstances:
- That part of the sector of the population served by the Foundation.
- Demand the delivery or service that the Foundation can offer.
- They are entitled to the benefits, due to their merit, ability,
necessity or convenience.
- To comply with other requirements, in addition, can agree on
Specific Board for each call.
Article 10. – Destination of the revenues and receipts.
1. At the completion of the foundational purpose must be for at least seventy percent of the income or any other net proceeds, after deduction of taxes, get the Foundation to allocate the remainder being due, net of administrative expenses, increase founding endowment, unless the legislation another percentage point in the future, in which case they will respect the minimum capital requirement.
2. Determining the fate of the percentage of income and other revenues to be devoted to the foundational, will be held by the Board with objective criteria, taking into account the following order:
- Administrative expenses and improve and increase the Foundation’s own resources, which result in increased development of the foundational purposes in general;
- Realisation, promotion and dissemination of any type of basic and applied research in the field of forms and techniques of water management;
- Organisation of courses, workshops and discussions on water;
- Any other action that could be understood included within the foundational set out in Article 6 of the Statutes.
3. The Foundation may enforce the proportion of income and revenue referred to in paragraph one of this article, within three years from its acquisition, unless the legislation in force at any time in efectuarlo allow a longer period.
PART THREE: GOVERNMENT OF THE FOUNDATION.
Article 11. – Nature of the Board.
The Board is the governing body, representation and administration of the Foundation to exercise the functions assigned, subject to the provisions in the legal system and in these Bylaws.
Article 12. – Composition.
1. The Board will be chartered with a minimum of six members and a maximum of twenty. Board being the first designated in writing founding. Variations in the composition of the Board shall register in the Canary Foundation.
2. The Board shall consist of representatives of the Government of Canary Island Water Councils and private enterprise, in a ratio of one third each, the total membership of the Board.
3. Have representation on the Board required the Island Councils of the islands of higher population, Tenerife and Gran Canaria and the rest, the lowest rate of population, will depend on the number of members of the board at all times. In the event that this number will prevent all the Island Councils to be represented, the representation of the Council of the Isles of lower rate of population will rotate for four years with the following order, which is determined also the rate of population: La Palma, Lanzarote, Fuerteventura, La Gomera and El Hierro, order will be altered if at the time of the creation of a Foundation Council has not formed, in which case it would be assigned the last place order below. Also, the system of participation of the Island Councils outlined in the preceding paragraph shall be changed automatically in the event that any Island Council does not approve their participation in the Board of Trustees, or, having been built after initially decided to give up their representation in that organ. In these cases, take the place of the Island Council that is not integrated or resigns, the next in the order determined in this article.
4. Private companies linked to the water sector, brought together in partnership, shall designate those companies that have representation on the Board. Both these, as natural persons on their behalf will hold the post of patron, they must have the prior approval of the Founder.
5. May be trustees of the Foundation the natural or legal persons. The former must have full capacity to act and not be disqualified for public office, and, second, will be represented by an individual who meets the qualifications set out for them.
6. If the office is vested in an individual, shall be exercised personally, can not be delegated. Those who were called to perform this function because of the position he ocuparen may be supplied by the person designated to act on their behalf.
Article 13. – Duration of the Mandate.
Employers shall serve for four years, renewed by half every two years and may be made any number of times.
Article 14. – Acceptance by employer.
1. Employers come to hold office after having expressly accepted the position, which acceptance shall be recorded in public documents, private document signed by a notary or legitimized by appearing in the Register of Foundations in the Canary Islands. Acceptance valid certification accredited by the Secretary of the governing body with the approval of the Chairman and notarized signature of both legitimate.
2. In any case, acceptance of the trustees shall be recorded in the Register of Foundations in the Canary Islands.
Article 15. – Liability of Trustees.
1. The Trustees shall perform the duties with the diligence of a loyal representative and fully maintain the productivity of assets and rights as economic and financial criteria of a good manager.
2. The Trustees shall be liable to the Foundation for the damages caused by actions contrary to law or the Statutes or by negligently performed. Be exempt from liability those who are unfavorable to the agreement expressly determinant of it or had not participated in its adoption.
- An action for damages shall be brought on behalf of the Foundation and to the
ordinary courts, by: The Board of the Foundation itself, by agreement with the reasons and without
- Employer participation affected.
- The Protectorate.
- Those who are legally entitled.
Article 16. – Removal and replacement of employers.
1. The cessation of the trustees of the Foundation will be in the following cases:
- death, declaration of death or termination of the legal person;
- waiver, which must be made by summons to that effect in the Register of Foundations in the Canary Islands or in a public document or private document signed by a notary entitled, which will take effect from that formally notifies the Protectorate of Foundations of Canary
- disability, ineligibility or incompatibility, in accordance with the provisions
termination of his office by reason of which were appointed to the Board;
- hosting by court action for damages for acts contrary to law or the Statutes, or by negligently performed;
- the course of their term, if they were appointed for a
not to perform the job with the diligence of a loyal representative, if so
stated in court order.
- when a member of the governing body not be suitable for the office under circumstances likely to damage the image or work of the foundation. In this case the initiative to produce an end must partirde the other members of the board, agreed upon by them by an absolute majority and be circulated to the Protectorate.
2. When a vacancy arises within two months, the Board, upon
authorization of the founder, appoint a person to occupy it.
3. The substitution, termination and suspension of trustees shall be recorded in the Register of
Article 17. – Organization of the Board.
Be appointed from among the members of the Board, a President and a Vice President. There will also, as Secretary, which may be held in person not a member of the Board, in which case it will have voice but no vote.
Article 18. – The President.
The President is responsible to convene meetings of the Board, and chair, direct the discussions and, where appropriate implement agreements, for it can perform all acts and sign the necessary documents for this purpose.
Article 19. – The Vice President.
The Vice-President perform the duties of President in case of vacancy of the office or in the event of absence or illness. May also act on behalf of the Foundation in cases in which this is determined by resolution of the Board.
Article 20. – The Secretary.
The functions of the Secretary’s custody of all documents belonging to the Foundation, taking the minutes of the meetings of the Board, issue the certificates and reports as required and all those expressly assigned. In cases of illness, absence or vacancy of the post, will act as the Secretary the youngest member of the Board.
Article 21. – Powers of the Board.
Its jurisdiction extends to resolve incidents of all that concerns the government, representation and administration of the Foundation, and the interpretation and amendment of these Statutes.
Regardless of the functions that give these statutes, and subject to regulatory approvals apply to the Protectorate, but not limited to, are powers of the Board:
- To exercise the inspection, monitoring and guiding the work of the Foundation, and
approve management plans and regular programs of action of the same;
- Interpret and develop, where appropriate, timely complementary regulations, Functional Statutes and resolutions on the alteration thereof, whenever it is convenient to the interests of the Foundation and the better attainment of its goals;
- Set the outline on the distribution and application of funds available
- between the aims of the Foundation; d) To appoint attorneys general or special;
- Select the foundations on benefits;
- Approve the ordinary and extraordinary budgets, timely reports and the balance sheet and annual accounts are to be submitted to the protectorate;
- Change the address of the Foundation and agree to the opening and closing its
To adopt resolutions on the termination or merger of the Foundation should
inability to achieve its objectives;
- To delegate its powers to one or more employers, and may not be delegated the approval of the accounts and the budget or those acts that require the authorization of the Protectorate;
- To approve the acquisition, transfer and encumbrance, including mortgages, liens or antichresis-of real or personal property to or by the Foundation, signing the relevant contracts;
- Accept the purchase of goods or rights to the Foundation or to fulfill a particular purpose of the object within the Foundation, provided freely considers that the nature and amount of assets and acquired rights is adequate or sufficient for compliance with the order to which they have to allocate those, their rent or fruit.
- Enter into all kinds of financial transactions with public or private
including loans and credit and to strengthen others;
- To decide on the acquisition and disposition of securities that may
composing the portfolio of the Foundation;
- To charge and collect rents, fruits, dividends, interest, profits and any other products and benefits of the assets constituting the assets of the Foundation as well as any amounts are due to him by this title or any individual or legal ;
- To exercise the rights of political and economic that apply to the Foundation as owner of shares and other securities belonging and, as such, compete, deliberate and vote, as it may desire, by representing to agree, in General Meetings, Assemblies, Unions, Associations and other agencies of the respective companies or issuers, using all the legal powers conferred to said holder, arranging, providing and signing acts, contracts, agreements, proposals and documents it considers appropriate ;
- To make all necessary payments, including dividend liabilities and the costs needed to collect, manage and protect the funds that count at all times the Foundation;
- Agree to carry out the works it deems appropriate to the aims of the Foundation, acting by itself on the proper and supplies of all kinds, whatever may be its quality and importance, can complete freedom to use any means to Thus, both the direct procurement as the auction or bidding, without authorization, r) Exercise all rights, claims and defenses, following all its procedures, instances, incidents and few resources, procedures, records, claims and judgments incumbent or interest to the Foundation, giving the effect the powers as it deems necessary, including acquittal
- To exercise, in general, all available functions, administration, maintenance, custody and protection of the assets of the Foundation, or out of court;
- In general, the other functions required to manage and develop
government of the Foundation, being fully subject to legal requirements.
2. In no case shall be subject to the approval of accounts delegation, acts in excess of the ordinary or need for authorization or approval of the protectorate and those explicitly prohibited by the founding statutes.
3. Delegations should be entered in the Register of Foundations in the Canary Islands.
4. The implementation of the resolutions of the Board the President shall, notwithstanding that such agreements may be appointed specifically to one or other employers.
Article 22. – Meetings of the Board and Call.
The Board shall meet at least twice a year and as many times as necessary for the smooth running of the Foundation. The Chairman shall convene its meetings, either on his own initiative or when requested by at least one third of its members.
The call will be sent to each member at least five days before the date of its conclusion, using a medium that provides a record of receipt. At the same shall specify the place, date and time of holding the meeting and the agenda.
No prior notice is required when all employers are present and unanimously agree to the holding of the meeting.
Article 23. – Form of deliberation and making agreements.
The Board shall be validly constituted when at least half plus one of its members.
The resolutions are adopted by simple majority, except where these Regulations require a special quorum, deciding in case of a tie the President’s casting vote.
Meetings of the Board shall stand by the Secretary the relevant act, which must be approved at the next meeting by all members present in it. The minutes were transcribed in the log book and signed by the Secretary with the approval of the Chairman.
Article 24. – Obligations of the Board.
In its action, the Board shall comply with the provisions in existing legislation that is applicable and the will of the founder expressed in these Regulations.
It is for the Board to fulfill the foundational and manage the assets and rights that make up the assets of the Foundation, while maintaining full performance and their usefulness.
The Board shall provide sufficient information for the purposes and activities of the Foundation, to be known by its potential beneficiaries and other stakeholders.
Article 25. – Obligations and responsibilities of the Trustees.
Among others, are obligations of employers to enforce the purposes of the Foundation, attend the meetings to which they are called, perform the duties with the diligence of a loyal representative, keep in good repair and production of goods and values of the Foundation and its actions comply with certain legal provisions in force and in the present Statute.
Employers liable to the Foundation of the damages caused by actions contrary to law or the Statutes, or by negligently performed. Be exempt from liability those who opposed the agreement expressly determinant of it or had not participated in its adoption.
Article 26. – Free nature of the position of patron.
Employers shall hold office for free in no case may receive remuneration for the performance of their duties. However, be entitled to reimbursement of expenses duly justified that the performance of their function.
Article 27. ‘The Board of Directors.
Under the name of the Board of Directors will work is a collegial body with those powers. be delegated. Expressly delegated by the Board, which meets at least once a month, with the aim of promoting the activity of the Foundation and direct the actions of the Manager or Director on a more permanent and continuing to the Board.
The Board shall consist of five members, three of which at least should be Patrons of the Foundation.
The Council shall be appointed by the Board and shall be designated in the resolution the President and Vice President. Will the Secretary of the Board which is what the Board.
The Board of Directors shall be validly constituted when at least half plus one of its members.
The resolutions are adopted by simple majority, except that under the present statutes requiring a special quorum, dirimiendo ties the casting vote of the President.
Of the resolutions adopted by the Board of Directors shall be reported to Board at the first meeting held after the adoption of such agreements.
Article 28. – Other Charges.
The Board may establish commissions or committees delegated, to appoint a director or manager, as well as delegates or proxies that you can entrust all the powers that are capable of delegation. Delegations should be entered in the Register of Foundations.
PART FOUR: ECONOMIC SYSTEM.
Article 29-Endowment Foundation.
The foundation may consist of endowment assets and rights of any kind, which must be sufficient to develop the first “Action Plan” which shall appear in the articles of incorporation, regardless of the increase under successive contributions by the founder or third parties.
The cash allocation is fixed in pesetas. Contributions in kind will be quantified in the same manner and shall specify the evaluation criteria used.
The initial allocation will be distributed in three equal parts between the Government of the Canary Islands. V The Island Councils private initiative.
Provision may be considered as a commitment to contributions from third parties provided that they are guaranteed.
Article 30. – Heritage Foundation.
1. The assets of the Foundation may be made up all kinds of goods and rights capable of economic assessment.
2. The foundation must appear as owner of all property and rights that comprise its assets, which shall be recorded in your inventory and the Register of Foundations in the Canary Islands, and register, if any, in the records.
3. Acts of alienation and encumbrance, and transactions of goods and rights of the foundation, shall be submitted at least thirty days before the Protectorate of Foundations of Canary Islands, in the following cases:
a) Whenever referring to those serving or foundation endowments are
directly related to fulfilling the aims.
b) When affecting the property or represent a value greater than thirty
percent of the assets of the Foundation to be the last annual balance sheet.