Statutes

TITLE I

GENERAL DISPOSITIONS

Article 1: Constitution and denomination

The University of Alcalá, in accordance with the agreement adopted by its Government Council in its session on February 27, 1989, creates a Foundation of general interest and a private educational character. It is considered to its full extent a charitable, educational and non-profit institution, designated “GENERAL FOUNDATION OF THE UNIVERSITY OF ALCALÁ (FGUA)”, whose objective and circumstances are those that are described in its constitution and in these Statutes.

Article 2: Nature and legal regime

The Foundation has its own legal personality and full ability to work without any more limitations than those established by law and these Statutes. The Foundation will be governed by its founder's will, by its Statutes and, in any case, by Law 1/1998 about Foundations in the Community of Madrid, as well as, under that anticipated in Article 149.1 of the Constitution, by the precepts of State legislation about Foundations which have a general application.
The Foundation turns to the Protectorate exercised by the Ministry of Education and Culture of the Community of Madrid, abiding its functions, rights and faculties that the existing law provides for, as well as all those standard dispositions which could be dictated during the practice of the aforementioned precept and result in its express application.

Article 3: Domicile

The Foundation takes up residence in Alcalá de Henares, Imagen st., number 1-3. The Board shall agree upon the modification of domicile complying in any case with what is established in the existing law.
The Foundation shall open delegations in places different to the one mentioned above in order to better fulfil its objectives.

Article 4: Objective

It is of paramount importance the Foundation's objective of cooperating in the fulfilment of the aims of the University of Alcalá through the promotion and spreading of Education, Science and Culture. For that purpose, it will implement all those activities that the University entrusts; it will promote study, teaching practice and research by all means possible within the university community, the transmission of knowledge and culture to the society as a whole, the transmission of technology and innovation, the international spreading of Spanish culture and the international cooperation for development, constantly trying to direct its activities toward the achievement of a comprehensive human education.

Article 5: Area

The area of action of the Foundation will be primarily that of the Community of Madrid.

Article 6: Development of the objective

For the fulfilment of its objectives, the Foundation will organise, on an expository but not limiting note, all kinds of educational programmes. It will promote and implement research, development and innovation projects; it will promote all kinds of cultural and extra curricular activities; it will support and organise congresses, seminars, courses, workshops, conferences, and all types of national and international meetings; it will grant scholarships and financial aid to study and reseach; it will promote cultural and scientific prizes; it will develop any kind of programmes for the spreading of science and culture; it will promote professional integration, as well as implement cooperation activities and international student and international cooperation for development exchanges.
During the development of its objectives, the Foundation will cooperate with all Faculties, Schools, Departments, University Research Institutes, and other Centres and Services of the University of Alcalá, helping and supporting them in the achievement of its own aims.
Moreover, the Foundation will offer the University of Alcalá, any of the entities that depend on it, and any public or private institution that may contribute to its aims, all management or consulting services that they entrust the Foundation with; it will also establish all kinds of agreements and arrangements and, in general, it will favour by all means appropriate the implementation of the aims to which it was constituted.
The development of the objectives of the Foundation could be executed, among other means possible:

directly by the Foundation.
creating or cooperating to create another entity of any type of legal nature.
participating in the development of the activities of other entities, or legal or physical persons already in existence, specially those linked to the University of Alcalá.

TITLE II

ORGANS OF THE FOUNDATION

Article 7: Organs

The government organs of the Foundation are the Board, as government and direction organ, and the Advisory Council, as consultative and advice body.

Article 8: The Board

The government and representation of the Foundation are responsibility of the Board, as well as the fulfilment of its fundamental objectives and the management of the assets and rights that make up its patrimony.

Article 9: Members of the Board

All individuals who have capability to work on their own right and are not incapacitated to hold a public office could be members of the Board. Legal entities can take part in the Board, although they must designate a natural person to represent them.
The post of Head of the Board, in case of falling on an individual, must be executed on a personal basis, excepting in the case in which that individual is called to work in that function based on the post he/she is occupying, in which case the person to whom correspond his/her substitution will act in his/her behalf.
The Heads of the Board will start their functions only after having accepted the post specifically, and having been the acceptance registered on the Registry of Foundations.
The dismissal of the Heads of the Board will be carried out following the foreseen suppositions noted on the current law.

Article 10: Composition of the Board

The Board is constituted by ex officio members and elective members.
a) Ex officio members are:

The Rector of the University of Alcalá.
The President of the Social Council of the University of Alcalá.
The Manager of the University of Alcalá.
Four Vice-rectors of the University of Alcalá.
The Secretary General of the University of Alcalá.
The President of the Student Council of the University of Alcalá.
The President of the Regional Council of Guadalajara.
The Mayor of Alcalá de Henares.
The Mayor of Arganda del Rey.
The Mayor of Coslada.
The Mayor of Guadalajara.
The Mayor of San Fernando de Henares.
The Mayor of Torrejón de Ardoz.

Ex officio members will be dismissed on the moment they will be dismissed from the post that originated their incorporation to the Board of the Foundation.

a) Elective members are:

Two members of the Social Council by its designation from among businesspeople, prominent directors of public and private enterprises, or important figures on the fields of science, culture or research.
Three members elected by the Board by proposal of the Head from among people of known prestige.

Elective members designated by the Social Council will remain in their posts for a period of two years. Re-election for equal periods is possible.

Moreover, the Board constituted like this will be able to promote, if it's considered feasible and convenient for the Foundation's interests, the designation of Heads of the Board. They could be individuals or legal entities, depending on their contribution to the Foundation's aims. Likewise, the Board will be able to incorporate as elective members representatives of other Local, Provincial and Regional Institutions, different to those already represented.

On these cases, the appointment's duration as Head of the Board could be of a certain period or of indefinite nature, which must be established on the appointment agreement itself.

The Rector will be able to appoint as Heads of the Board those members of the university community who he considers convenient for the fulfilment of the Foundation's aims. That appointment will have a duration of two years, and its renewal for an equal period is possible. In any case, the appointment of these Heads of the Board will be linked to that of the Rector in his position.
The Chairmanship of the Board will be held by the Rector of the University of Alcalá.
The Board will appoint from among its members a Vice-Chairman to whom the Chairman will be able to delegate his functions. Likewise, he will appoint a Secretary, a position which could fall on a person who is not a member of the Board. In such a case, that person will have a say but won't be able to cast votes.
a) The Heads of the Board will hold their position for free, without being able to receive in any case a payment for the performance of its functions, and without excluding the right of being reimbursed for the properly justified expenses that the performance of its functions may bring upon them.

The Heads of the Board will be able to hire the Foundation, under their name or that of a third party, with the previous authorisation of the Protectorate.

Article 11: Responsibility of the Heads of the Board

The Heads of the Board must execute their functions with the diligence of a loyal representative.
The Heads of the Board will answer to the Foundation for any damages caused by acts contrary to the law or to these Statutes, or by acts carried out with negligence. They will be exempt of responsibility when specifically opposed to the determining agreement to it or when they do not participate in its adoption.

Article 12: Regime of operation of the Board

1. On Plenary sessions
a) The Board will hold a Plenary session at least once every six months. The notification, where the order of the day, the location, date and time of the meeting will be written, will be issued on writing by the Secretary at least seven days in advance.
b) The Plenary session of the Board will be validly constituted as First Meeting when at least half of its members plus one are present, and as Second Meeting half an hour later, when at least five members, including the President or Vice-president, are present.
c) All agreements will be agreed upon by simple majority.
d) All agreements, which will be written on the Book of Entries, must be authorised by the President and the Secretary, and they will be agreed upon in that same meeting of the Board or in the next one.
e) The Heads of the Board can confer each other voting delegations on writing and for a specific session of the Board, in case any of them was unable to attend that session.
2. On the Permanent Commission
a) The Board will be able to constitute a Permanent Commission at its heart, which will be in charge of studying and preparing topics for its later debate and approval on Plenary session. The Commission will also hold all those competences that the Board directly believes appropriate to delegate on it. Nevertheless, the approval of budgets and monetary issues of the Foundation, or the acts that require an authorisation from the Protectorate cannot be delegated on the Commission.
b) The Permanent Commission will be composed of the President, Vice-presidents, the Manager of the University of Alcalá, and two members elected by the Board of the Foundation. The Director-General of the Foundation, and the Secretary of the Board, who is also the Secretary of the Permanent Commission, will attend all meetings and will have a say, but not the right to vote.
c) The Permanent Commission will meet at least once every two months.
3. The Board will be able to appoint ad hoc Commissions of temporary nature. The competences and regime of operation of those Commissions will be determined on the appointment agreement.

Article 13: Competences

1. The competence of the Board is extended to everything regarding government, administration and representation of the Foundation, without excluding the authorisations of the Protectorate or the communications with it.
2. On an expository but not limiting note, the Board will hold the following attributes and faculties:
a) To inspect, monitor and guide the labour of the Foundation, and to draw up all management plans and proceeding programmes for it.
b) To outline the general proceedings about distribution and application of the funds available for the different objectives of the Foundation.
c) To approve the budget of income and expenses of the following year.
d) To approve the situation balance and the results account, as well as the dossier that goes with them and the report on the development of the Foundation's activities and on the financial management of the previous exercise.
e) To approve the liquidation of the budget of income and expenses of the previous year.
f) To agree upon the change of domicile, arranging the modification of the Statutes stated on Article 24 of these Statutes, and according to the current law.
g) To open the liquidation process of the Foundation under the Protectorate's control in all cases established by the current law.
h) To accept, in each case, donations and legacies, and to accept inheritances with profit to the inventory. If the acceptance with charges in case of donations and legacies, or without profit to the inventory in the case of inheritances is intended, the authorisation of the Protectorate's will be needed.
i) To act as owner of all assets and rights that make up the Foundation's patrimony, to state them on the inventory and on the Registry of Foundations, and to register them, in each case, in the corresponding Registries.
j) To dispose of and to levy all assets and rights of the Foundation under the conditions established by the current law.
k) In general, to develop all necessary functions for the administration and government of the Foundation, especially those attributed by these Statutes.

Article 14: Delegation and empowerment

The Board will be able to delegate its faculties to one or more of its members, as well as to the Permanent Commission and the ad hoc Commissions created, specifically indicating if the handing over has an individual or collective nature. The the approval of budgets and monetary issues cannot be delegated, or any of the acts that require authorisation from the Protectorate.
The Board will be able to appoint general and especial proxies, and in any case, it will appoint a Director-General of the Foundation with the proposal of its President, to whom all the powers considered appropriate can be handed for the normal exercise of his functions.

Article 15: The Advisory Council

The Advisory Council is the deliberative organ of the Foundation, and the advice and consultation organ of the Board.
It is composed of at least seven members, individuals and legal entities designed by the Board and proposed by its President on a merits reached during the performance of the Foundation's aims basis. The President, the Vice-President and the Secretary of the Board are ex officio members of the Advisory Council and they will hold those same posts in the Advisory Council.
The Advisory Council will meet when its President decides to or when a third of its members asks for it. The Council will call its meetings ten days in advance to that of the meeting itself for those members residing in Spain, and fifteen days in advance for the rest of members. All agreements must be adopted by simple majority.
The Council's meetings will be validly constituted when, among those present and those represented, at least half plus one members attend to the first call, and when a minimum of five members and the President or the Vice-President or the Advisor to whom the President delegates, to the second call, which be held an hour after the marking of the first call.
As an advice and consultation organ of the Board, the main Council's function is to state its opinion about all questions raised by the Board that fall within its competence. With that aim, the Council will be able to constitute at its heart all specialized advisory commissions that it considers appropriate.

Article 16: The Director-General

The Board will be able to grant general power for the normal representation, change and traffic of the Foundation to the Director-General, with the current legal limitations.
Likewise, it is within the responsibilities of the Director-General the financial and administrative management of the Foundation.
The Director-General will attend all meetings of the Board, of the Permanent Commission, and of other Commissions created, as well as those celebrated by the Advisory Council, having a say but not the right to vote, and without being considered a member in any case.

TITLE III

ON THE PATRIMONIAL REGIME

Article 17: Foundation's Patrimony

The Foundation's funding will consist of:
1. The initial economic contribution of the founding members.
2. The assets and rights that during the existence of the Foundation are destined by the Board, with permanent nature, to the Foundation's assets.

Article 18: Funding

The Foundation will be able to dispose, for the fulfilment of its aims, of the following financial resources:
a) The returns of the Foundation's Patrimony.
b) The donations which the founding members transfer.
c) The subsidies which, in its case, the State and other Public Entities, territorial and institutional, award to it.
d) The donations, legacies and inheritances from individuals accepted according to regulations.
e) The income from productive activities approved by the Board.
f) The participation in societies under the form indicated in the current law.

Article 19: Allocation of Income

At least the legal percentage of all returns or any other income which, after tax deduction, the Foundation receives will be allocated for the fulfilment of the Foundation's aims. The rest, after the deduction of administrative expenses, in each case, will be allocated for the increase of the Foundation's funding.
The Foundation will be able to make effective the allocation of the proportion of returns and income mentioned above three years from the moment of its reception.

Article 20: Application of resources

It will be assumed that all income and returns of the Foundation are destined and assigned in a direct and immediate manner, without the intervention of anyone to the fulfilment of the aim to which the Foundation is constituted.
The Board will be entitled to transform and modify the assets as considered appropriate or necessary, according to whatever is advised by the financial circumstances of the moment, and regarding the provisions established to that purpose by the current regulations.

Article 21: Fiscal benefits

The Board of the Foundation will take the necessary steps to optimise the obtaining of any kind of fiscal benefit applicable by law or by regulation to the Foundations, as well as the obtaining of subsidies and bonuses existing in each moment for Social Security and Employment in order to dispose of the biggest net resources possible for the fulfilment of its aims.
For the purpose of fulfilling the current regulation, the Foundation won't be able to participate in any way in trading companies in which the Foundation has to answer personally for social debts. The Foundation will be able to participate in majority in non-personal societies, having to communicate such participation in majority to the Protectorate as soon as it occurs.

Article 22: Financial Regime

The financial management of the Foundation will be governed by all particular principles and criteria of the applicable legislation, and the accounting will be presented according to the General Plan of Accountancy.
The economic exercise will match up to the natural year. The Board of the Foundation will approve the corresponding budget for each financial exercise, in which all income and expenses will clearly appear. The budget will be sent to the Protectorate in the last three months of the year previous to which that budget corresponds, together with an explanatory report.
The financial and administrative performance of the Foundation will be regulated through a procedures and internal control manual which must be approved by the Board. In any case, all payments will require the joint signature of the Director-General and the President of the Foundation, whom may delegate this power to the member of the Board that he names.

Article 23: Accountancy and Audit

1. Annually, the Board will approve: the Foundation's inventory when the exercise ends, the balance of the situation, the accounting of results, and the expressive report of the Foundation's activities and of the financial management, which will include the funding framework as well as the degree of performance of the Foundation's aims. The report will specify, too, the patrimonial variations and the changes in the government organs, direction and representation. Likewise, the liquidation of the budget will appear in the report..
2. Also, the Board will approve the budget corresponding to the following exercise, which will clearly contain all provisions of income and expenses of it, together with an explanatory report.
3. The marked documents, once approved by the Board of the Foundation, will be sent to the Protectorate within the first six months of the following exercise to which it corresponds for its examination and later deposit in the Registry of Foundations of the Community of Madrid, excepting the budget, which will be presented in the Protectorate in the last three months of the previous exercise to the same effects.
4. When the accounting of the Foundation will be subject to external audit, agreeing to the legally established requisites, the audit report will be presented to the Protectorate within three months from the day that report was issued.
5. If due to changes in the current legislation different documents or deadlines to the ones mentioned in this article could be demanded, the Board will comply with everything that is compulsory.

TITLE IV

MODIFICATION, FUSION AND EXTINCTION

Article 24: Modification of the Statutes

1. By agreement of the Board, these Statutes could be modified as soon as it is convenient for the Foundation's interests, except in the case the founder has prohibited it.
2. When the circumstances that prevailed at the constitution of the Foundation have changed in a way that it cannot perform satisfactorily according to its Statutes, the Board must agree upon their modification.
3. For the agreement to statutory modifications it will be necessary that at least three fifths of the members present vote favourably.
4. The modification or new drafting of the Statutes agreed by the Board will be communicated to the Protectorate.

Article 25: Fusion

1. The Foundation, as soon as it has never been prohibited by its founder, will be able to fusion to other Foundation or Foundations, through previous agreement of the respective Heads of the Boards, which will be communicated to the Protectorate.
2. The agreement to fusion must be approved by favourable vote of, at least, three fifths of the members present.

Article 26: Extinction

All extinction causes of the Foundation will be those anticipated in the current regulation, according to the ways foreseen in it to that effect.

Article 27: Liquidation

The extinction of the Foundation, except in case that it results from a fusion, will determine the opening of the liquidation procedure, which will be made by the Board under the control of the Protectorate.
All assets and rights resulting from the liquidation will be delivered to the University of Alcalá in order to use them in the fulfilment of aims of general interests, similar to those carried out by the Foundation.

Safeguard Clause

That anticipated in these Statutes will not be interpreted in any case in a sense in which it could limit or substitute those competences that the applicable legal code confers on the Protectorate, especially in relation to the authorisations, communications or limitations to which the Foundation is specifically submitted.

FGUA

La Fundación

Boletín