AFAL. ASOCIACI�N NACIONAL DEL ALZHEIMER

I � ESTABLISHMENT OF THE FOUNDATION

Art. 1� � Denomination and attributes.

The denominated �Fundaci�n AFAL FUTURO� is a non-profit organisation whose assets are destined to the long term realisation of objectives of public interest related to the nature of the Foundation.

Art. 2� - Character and capacity

Once registered in the Foundations Register of Madrid, the Foundation obtains legal character and with it, the full capacity to carry out all the necessary actions that are necessary to achieve the objectives for which it has been created; while remaining subordinated to legal ordinances.

Art. 3� - Legal framework

The Foundation will act according to the indications of the law in force, to the will of its founder (expressed in these Statutes and in the foundational document) and to the interpretation of the guidelines established by the Board of Trustees (after having been voted for by two thirds of its members). 

Art. 4� - Residence

The Foundation is of Spanish nationality.

The residence of the Foundation, which is also the headquarters of the Board of Trustees is located in Calle del General D�az Porlier, number 36, ground floor local; in Madrid. 

The Board of Trustees may agree on a change of residence after two thirds of its members have voted in favour of such a change. The Statutes will then be modified accordingly.

Art. 5� - Territorial scope

The Foundation�s activities will take place, primarily, within the territorial scope of the Autonomous Community of Madrid.

II � PURPOSE OF THE FOUNDATION

Art. 6� - Aims and activities

The aims of the Foundation are:

1.      To exercise Guardianship and tutelage of judicially incapacitated residents of the Autonomous Community of Madrid and/or to administrate their property, when the pertinent legal authorities assign this task to the Foundation.

2.      To undertake, when appropriate, the Legal Defence of those residents of the Autonomous Community of Madrid who are subjected to a process of incapacitation; as well as the exercise of all functions and provisional measures of defence and protection of incapacitated persons and their patrimony that the judicial body may consider appropriate. 

3.      To pursue the social integration of the protected person.

4.      To provide personal assistance to the protected person by watching over his/her care, rehabilitation and recovery and to provide available assistance resources.

5.      To advise and guide those persons who exercise guardianship roles.

6.      To treat the social and sanitary aspects of Alzheimer�s disease and other dementias in their entirety by means of informative efforts, training, representation and support to those affected.

Art. 7� - Functions

The Foundation will carry out, among other things, the following functions:

1.      To sign collaboration covenants or protocols with those public or private institutions whose aims are identical or similar to those of the Foundation.

2.      To sign contracts with physical or juridical, public or private persons.

3.      To coordinate its activities with others organised by Public Administrations or other institutions with similar aims.

4.      To avert the relevant authorities of the existence of possible causes of incapacitation in a person. This initiative must be communicated to the relatives of the incapacitated, if they are known.

5.      To communicate to the relevant authorities those facts that could bring about the removal of incompetent tutors or care givers.

6.      To execute all sorts of actions in defence of the rights of those subject to guardianship or tutelage, and to oppose to those actions executed by others, when appropriate.

7.      To administrate the property of those subject to tutelage and to make claims for foodstuff when appropriate.

8.      To act as a de facto guardian, when personal or social circumstances require it. The pertinent authorities and legal or judicial entities must be informed of this situation.

9.      To support and advise those persons who carry out tutor functions or who exercise deferred paternal authority.

10.  To draw up agreements and contracts with legal and physical persons for the development of activities and contributions that are beneficial to the Foundation.

11.  In all cases, the Foundation will act in the interests of the incapacitated persons.

12.  To provide moral and psychological assistance to the relatives of sufferers of Alzheimer�s or other dementias.

13.  To offer legal, social and economic advice to the relatives of sufferers of Alzheimer�s and other dementias.

14.  To use the media as a tool to propagate information regarding this disease and the existing therapies, in order to facilitate adequate assistance.

15.  To facilitate, improve and control assistance to sufferers in order to improve as much as possible their quality of living and that of their relatives.

16.  To foment research concerning the incidence, therapeutic evolution and possible aetiology of the illness. To carry out and participate in as many research projects related to Alzheimer�s disease and other dementias as considered necessary, operating, if need be, as a research centre.

17.  To maintain the necessary contact with public or private entities, foundations and associations that are dedicated to the study of Alzheimer�s disease nationally or internationally, in order to be well informed on scientific developments regarding Alzheimer�s and other dementias at all times. 

18.  To offer education and training regarding treatment and care giving for Alzheimer�s sufferers; to both professionals and formal or informal care givers. We will especially take care of the education and training of socially disfavoured groups: care givers, women over 45, disabled people and immigrants.

19.  To manage centres specifically for Alzheimer�s sufferers or that contain services for these persons, whether they are owned by the Foundation or others and whether they are public or private.

20.  To publish magazines, leaflets and books by traditional means or IT, containing interesting material for the community of those whose lives are affected by Alzheimer�s or other dementias.

Art. 8� - Beneficiaries

The beneficiaries of the Foundation�s actions will be chosen by the Board of Trustees, following criteria of impartiality and non-discrimination.

Art. 9� - Destination of incomes and revenues

At least 70% of net amount of every type of incomes and revenues that the Foundation may receive will be destined to the realisation of activities directed toward fulfilling the goals of the Foundation. 

III � The Board of Trustees

Art. 10 � Governing Body 

The Board of Trustees is the governing, representational, and administrative body of the Foundation and it will fulfil its corresponding responsibilities as stipulated by the law and by the current statutes.

The Board of Trustees will delegate its responsibilities to one or more of its members, with the exception of the following responsibilities:

a)      interpretation and modification of the Statutes;

b)      the approval of memoirs, action plans, annual accounts and Foundational budget;

c)      the establishment of internal Regulations in centres managed by the Foundation;

d)      the establishment of the rules for determining the beneficiaries of the Foundation, in cases when this responsibility is assigned to the Foundation;

e)      the termination of the Foundation;

f)        the fusion with one or more foundations;

g)      granting powers, and

h)      the approval of agreements or other actions for which the approval of the Board of Trustees is required.

Art. 11� - Composition of the Board of Trustees

The founders will designate the constituent members of the first Board of Trustees and their decision will be recorded in the constitutional writing. Therefore, initially those persons involved in the foundational act will form the Board of Trustees.

The designation of new members will be carried out by the Board of Trustees that will appear in the Registry, by agreement of the majority of its members. The duration of the mandate of the new members will not exceed 5 years.

Art. 12� - Structure of the Board of Trustees

The Board of Trustees is composed by a President, a Vice-president, a Secretary, a Treasurer, and a number of members to form a total of 8 persons.

The Board of Trustees may appoint persons who have provided relevant services or are capable of doing so, life-long Honorary Board Members. The Honorary Members will not be part of the Board of Trustees, although they may act as advisers on issues that the Board may ask them to consider.

When a Board vacancy arises, the Board will proceed by designating a successor by means of agreement between the remaining members. The chosen substitute will occupy the post until the date of re-election of the substituted Member, as stated in article 18 of the present Statutes.

The cessation and suspension of the Members of the Board will occur according to the norms provided by the law of foundations (by death or declaration of death, renouncement of the post communicated according to the established formalities, incapacity, incompatibility, or inability according to the provisions of the Law; judicial resolution). The substitution, cessation and suspension of Board Members will be recorded in the Registry of Foundations.

Art. 13� - Obligations of the Board of Trustees

The scope of the Board of Trustees extends to everything concerning government, administration and representation of the Foundation.

Tthe functions and responsibilities of the Board of Trustees will be the following:

1. To watch over the execution of the wishes of the founders; interpreting and developing them when necessary.

2. To modify the Foundational Statutes, if necessary, in order to fulfil better the wishes of the founders, and to present such modifications to the Protectorate.

3. To exercise the inspection, surveillance and orientation of the Foundation.

4. To appoint and separate as many Honorary Members of the Foundation as considered necessary. The Honorary Members may attend participate in all of the Board�s deliberations, but will lack the right to vote.

5. To approve periodic action programs, ordinary and extraordinary budgets and memoirs, as well as to draw up the balance sheet and annual account documents that have to be presented to the Protectorate.

6. To interpret and develop the Statutes and to ensure that any modifications are compatible with the interests of the Foundation and are designed to facilitate the attainment of its aims.

7. To decide upon general guidelines for the distribution and use of available funds among the different objectives of the Foundation.

8. To draw up contracts and acts of transferral or guardianship of any type of property (including mortgages, pledges or antichresis). 

9. To collect incomes, profits, dividends, interests or benefits and to effectuate payments.

10. To exercise whatever necessary or convenient functions related to the administration, custody, conservation and defence of the Foundational patrimony.

11. To appoint and separate directive or other staff members that provide services within or for the Foundation (including societies that carry out services for the Foundation) and to point out their retribution.

12. To approve of budgets, memoirs and account renditions.

13. To distribute and apply the available funds between the aims pursued by the Foundation.

14. To inform the Protectorate of Foundations of the termination or fusion of the Foundation, were it to become impossible for the Foundation to fulfil its objectives; and to decide what the charitable destination of its remaining patrimony would be. 

15. To delegate its functions to one or more members, with the exception of the following functions: the approval of budget accounts and action plans, the modification of statutes, the fusion or termination of the Foundation as well as those actions that require authorisation by the Protectorate.

16. To agree upon the initiation and cessation of delegations.

17. To appoint general or special agents or representatives.

These points are to be considered purely declarative and non-limiting.

Art. 14� Distribution of competences between the members of the Board of Trustees

1.      The functions of the PRESIDENT are the following:

a.       To convoke and preside over the Board of Trustees when required.

b.      To ensure that resolutions agreed upon by the Board of Trustees are carried out.

c.       To dispose of monetary funds in unison with the Treasurer. To give his/her approval, when appropriate, of incomes, payments, accounting and balance sheets. In unison with another member of the Board, to oversee and cancel accounts in any bank entity, savings account, including the Banco de Espa�a and its branches and to carry out any other ownership-related action concerning the private property and real estate of the Foundation. 

d.      To represent the Foundation in its relations with other organisms; public or private, national or international.

e.       To extend general powers to lawyers and procurers, delegating whatever functions it has been agreed upon.

f.        To dispose of a casting vote in order to settle possible draws during voting in the Board of Trustees.

2.      The functions of the VICE-PRESIDENT are to preside over meetings when the President is absent and whatever other functions are assigned to him/her by the President.

3.      The functions of the SECRETARY are the following:

a.       To carry out the convocation of ordinary and extraordinary Board sessions with the required time in advance and to draft the agendas of the meetings in agreement with the President.

b.      To draw up the minutes of the Board meetings, to dispatch certificates regarding agreements, to collaborate in the composition of a �Memory of the Foundation� document, to inform the President of correspondence and other relevant documents and whatever other tasks that he/she may be entrusted with.

4.      The functions of the TREASURER are the following:

a.       To ensure that the accountancy books are up to date and in perfect order by giving the appropriate orders to the company that is responsible for their preparation.

b.      To oversee the budget incomes and expenditures to control their adequacy.

c.       To order the execution of payments when petitioned by the Board of Trustees and with the prior approval of the President.

d.      To present the balance sheets to the Board of Trustees.

5.      The functions of the MEMBERS are to represent the Board in whatever missions they are assigned after explicit designation by the President. 

Art. 15� - Meetings of the Board of Trustees and their convocation

The Board of Trustees will meet at least twice a year and as many additional times as necessary for the proper functioning of the Foundation.

Meetings will be convoked by the President, out of his/her own initiative or as a result of a request by one third of the members of the Board.

The convocation will be communicated to the members of the Board with a minimum time of five days in advance and will contain details regarding the location, day and time of the meeting, as well as its agenda.

If all members are present they may unanimously agree to celebrate a Board meeting, in which case a prior convocation will not be necessary.

Art. 16� - Manner of deciding upon and adopting agreements

The Board of Trustees will be constituted validly when half plus one of its members are present. In every case the President and the Secretary or their provisional substitutes must be present.

Nevertheless, when, due to unforeseen circumstances the number of members of the Board is inferior to three, the Protectorate will proceed to appoint a provisional Board of Trustees.

Except for in those cases in which the current Statutes demand qualified majority, agreements will be adopted according to simple majority.

At every meeting the Secretary must take down the corresponding minutes, which must be approved by those present at the termination of the meeting and will later be transcribed to the corresponding Book of Minutes where they will be signed by the Secretary with the President�s approval.

Art. 17� - Acceptance of posts in the Board of Trustees

Explicit acceptance of their posts by the members of the Board is the fundamental prerequisite to be able to begin to carry out their duties.

Such an acceptance can be effectuated by means of a public document; a private document signed by a solicitor, its appearance in the Foundational Registry, or by means of a meeting with the Board of Trustees who will present the relevant accreditation � a certificate provided by the Secretary and approved by the President � to the Protectorate and the Foundational Registry.

The acceptance of posts must be recorded in the Foundational Registry.

Art. 18� - Duration of the mandate

The Foundation is created for an indefinite period.

The members of the Board of Trustees will perform their functions for a period of five years.

Art. 19� - Obligations and responsibilities of the members of the Board of Trustees

The members of the Board of Trustees are obliged to attend the meetings to which they are convoked and to carry out their tasks in the Board with the diligence of a loyal representative, keeping in mind during their actions the current guidelines established in the Statute and ensuring at every moment the efficient execution of the Board�s obligations.

The Board will be accountable to the Foundation for any harm or prejudice caused by actions contrary to the Law or to the Statutes or due to negligence. Those members who will not be held responsible are those who did not participate in such actions or those who expressly objected them. 

Art. 20� - Voluntary nature of the membership of the Board of Trustees

Under no circumstances may the members of the Board expect an economic retribution for their work, but they will have a right to be reimbursed for whatever charges they may have to pay related to the execution of their functions.

IV � ECONOMIC REGIME AND PATRIMONY OF THE FOUNDATION

Art. 21� - Patrimony of the Foundation

The patrimony of the AFAL FUTURO FOUNDATION consists of all properties, rights and obligations that are susceptible to economic valuation that make up its endowment, as well as all of those it may acquire subsequent to its formation.

Art. 22� - Foundational Capital

The Foundational capital will consist of:

a)      A monetary endowment of 30,000�, of which 7,500� will be paid initially and the rest will be paid according to the guidelines established by article 12.2 of the Law 50/2002 of December 26 regarding Foundations.

b)      The monetary income of its property.

c)      The personal property and real estate that it may later acquire.

d)      The yields of its holdings and stocks.

e)      The public and private donations and subsidies of physical or legal persons that the Foundation may receive.

f)        Whatever other acquisition of property or rights permitted by the law, including inheritances, legacies, donations, etc.

g)      The income originated by the services or activities carried out by the Foundation, as well as by the covenants and agreements that it may sign, if and only when this does not imply an unjustified limitation of the scope of its potential beneficiaries.

Art. 23� - All the property and rights of the Foundation must be registered in its name in all the relevant Registries. They must also be included in the Foundation�s Inventory and registered in the Foundational Registry.

When considered convenient for the interests of the Foundation, the Board of Trustees may transfer the property and rights that constitute its patrimony. The transferral must be carried through procedures that guarantee public equality and impartiality, except for in those cases in which the circumstances require the use of different procedures or systems.

The Board of Trustees may do business with the Foundation, directly or through a representative, having received the authorisation of the Protectorate which will be extended to those who may act as representatives.

Art. 24� - The Board of Trustees will adopt those agreements that, in relation to the budgets and account renditions, follow the guidelines established in the legislation currently in force and they will be submitted to the Protectorate according to the norms established by the Law.

In its economic and financial administration, the Foundation will adhere to the general principles and criteria determined in the current normative.

The annual accounts will be approved by the Board of Trustees of the Foundation, with a maximum of six months after the closure of book keeping, and will be presented to the Protectorate. Likewise, the Board of Trustees will elaborate and send to the Protectorate in the last three months of each book keeping cycle, an action plan reflecting the objectives and activities that the Foundation plans to pursue during the following cycle.

Book keeping cycles will coincide with the beginning and end of the natural year.

The Foundation will keep those compulsory books that are determined by the normative in force, and any others that may be convenient for the good order and development of its activities, as well as for the adequate control of its accounting.

V � MODIFICATION, FUSION AND TERMINATION OF THE FOUNDATION

Art. 25� - Modification

• The present Statutes may be modified if it has been agreed by the Board of Trustees, when such modifications are considered convenient for the interests of the Foundation. It will be appropriate to modify the Statutes when the circumstances of the creation of the Foundation have changed in such a way that it cannot act satisfactorily if it acts in accordance to the current statutes.
• In order to adopt agreements regarding statute modification, a favourable vote quorum will be necessary: at least two thirds of the members of the Board of Trustees.
• Modifications or additions to the Statutes agreed upon by the Board of Trustees must be communicated to the Protectorate, formalised by means of a public document and registered in the Foundational Registry.

Art. 26� - Fusion

• The Board of Trustees may agree on the fusion of this Foundation with another one when such fusion is convenient for its foundational interests and when it is agreed upon by the other foundation in question.
• The agreement to fusion must be approved of by a favourable vote of at least two thirds of the Board of Trustees.
• The fusion will be communicated by the Board to the Protectorate and must be formalised in a public document and registered in the Foundational Registry.

Art. 27� - Termination  

• The legislation will be terminated due to the causes and in agreement with the procedures established by the legislation in force.
• The termination of the Foundation will determine the initiation of the liquidation procedure that will be carried out by the Board of Trustees and overseen by the Protectorate.
• The remaining property and rights will be destined to foundations or other non-profit institutions agreed upon by the Board of Trustees whose objectives are analogous to those of the Foundation and will dispose of this property according to the guidelines in the Law of Foundations 50/2002 and in the Law 49/2002. The Board of Trustees is explicitly authorised to put this into practice.
• Following the approval of liquidation measures by the Board of Trustees and the consequent adjudication of the remaining property, all must be communicated to the Protectorate and included in a public document formalising these measures in order to be included in the Foundational Registry of Madrid.