Status of the Can Caralleu Private Foundation Sport

CHAPTER I

Denomination, nature, duration, domicile, scope of action and legal system

Article 1. Denomination, nature and duration

The Foundation is a non-profit organization that has the assets, income and resources obtained permanently affected by the realization of the general interest purposes set forth in these statutes. The foundation is named Can Caralleu Esport Foundation, Private Foundation.

The Foundation has a permanent vocation and constitutes itself with an indefinite duration.

Article 2. Home address

The address of the Foundation is set in the city of Barcelona, ​​Carrer dels Esports, 2-8 (08017)

Article 3. Scope of action

The Foundation performs its majority functions and mainly in Catalonia, without prejudice to being able to act in the rest of Spain and other places when it suits the interests and purposes of the Foundation.

Article 4. Legal regime

The Foundation has its own legal personality and enjoys full legal capacity and acts for the granting of its founding letter in public deed and the registration in the Foundations Registry of the Generalitat de Catalunya.

The Foundation is governed by the declarations contained in the founding letter, by the legal provisions that apply to them, by those established in these statutes and by the agreements adopted by the Board in the exercise of its functions.

CHAPTER II

Foundational purposes and activities

Article 5. Foundational purposes

The Foundation aims to:

a) .- The promotion, promotion, promotion, practice (federated and leisure) and the teaching of sport and sports activity in its different manifestations under the principle of sport for all, along with activities of leisure and leisure and complementary to the previous object.

b) .- The realization of health and healthcare services to complete the previous object.

c) .- Cultural and welfare activities and those related to cooperation and solidarity with entities or projects of a social and non-profit nature.

The purposes stated are not limited to the foundational object, which extends to everything that, directly or indirectly, is related.

Article 6. Activities to be developed.

In order to carry out the foundational purpose and its achievement, the Foundation develops the activities that the Board deems necessary, directly and / or in collaboration with other entities, institutions or persons, in accordance with the provisions of the regulations on Foundations

Specifically, in order to carry out the foundational purpose, the Foundation develops the activities that, without exhaustive spirit, are listed below:

1.- Management, exploitation and maintenance activities of sports centers, facilities and equipment, and specifically of the Can Caralleu Sports Center in the administrative concession regime with the City Council of Barcelona.

2.- Sports sports related services and activities related to sports.

3.- Activities and initiatives of a cultural and solidarity nature.

Activities related to the foundational purposes must be carried out according to the norms that regulate them specifically, by obtaining, where appropriate, the relevant permits or licenses

Article 7. Basic rules for the application of resources to the purposes

The income and other annual income that the entity obtains must be allocated to the fulfillment of the foundational purposes within the limits established by current legislation.

The Foundation can carry out all kinds of economic activity, acts, contracts, operations and licensed businesses, without further restrictions than those imposed by the applicable legislation.

Article 8. Basic rules for the determination of beneficiaries

The following groups are beneficiaries of the Foundation:

a) .- Users of the sports facilities managed by the Foundation.

b) .- The recipients of leisure activities related to sport.

c) .- The participants or recipients of activities of a cultural or social nature.

The election of the beneficiaries must be carried out by the Board of Trustees, in accordance with the principles of impartiality and non-discrimination, giving adequate dissemination to the activities carried out.

CHAPTER III

Economic regime

Article 9. Heritage of the Foundation and economic activities

The patrimony of the Foundation is linked to the fulfillment of the foundational purposes. The heritage is integrated:

  1. by the founding capital, constituted by the initial grant, which appears in the founding letter;
  2. for all the goods and rights of economic content that the Foundation accepts and receives in order to increase the founding capital, and
  3. for all yields, fruits, income and products, and other assets incorporated into the Foundation's assets by any title or concept.

Article 10. Accounting and documentary regime

10.1. The Foundation must carry a daily book and an inventory book and annual accounts.

10.2. The Trustees of the Foundation must make the inventory and must prepare the annual accounts simultaneously and on the date of the end of the financial year, in accordance with the generally accepted accounting principles and with the provisions that in each if they are applicable.

Exercise must be closed on December 31.

10.3. The annual accounts form a unit and are integrated by:

  1. the situation balance,
  2. the income statement,
  3. the situation statement of changes in equity,
  4. the cash flow statement in cash i
  5. The report, in which it is necessary to complete, expand and comment on the information contained in the balance sheet and in the income statement, and detail the actions carried out in compliance with the foundational purposes and specify the number of beneficiaries and the services that these have received, as well as the resources from other pending exercises, if any, and the companies invested mainly, indicating the percentage of participation.

10.4.- The information on the responsible declarations and on the perfection of the acts or contracts that are the object must form part of the content of the report of the annual accounts.

10.5.- The Board of Trustees must approve the annual accounts within the six months following the closing date of the financial year, which must be presented in the manner legally provided for by the Protectorate of the Generalitat de Catalunya for its deposit in the term of 30 days counting from its approval.

10.6.- The annual accounts must be submitted to an external audit when the circumstances legally provided are in accordance with 333-11 article of the Civil Code of Catalonia.

On the other hand, and even if the circumstances legally foreseen for the accounts to be submitted to an audit do not take place, they must be carried out if at least one-third of the employer so requests.

Article 11. Annual resources

The annual economic resources of the Foundation must be integrated by:

  1. the yields and yields produced by the asset,
  2. the favorable balances that may result from the foundational activities i
  3. Subsidies and other liberalities received for this purpose that do not have to be incorporated into the founding capital.

Article 12. Mandatory application

The Foundation must allocate at least seventy percent (70%) the fulfillment of the foundational purposes of the income and other annual net income obtained. The rest must be allocated either to the deferred fulfillment of the purposes or to the increase of their own funds. The Board of Trustees must approve the way to apply these remnants.

The application of at least seventy percent of income to the fulfillment of the foundational purposes must be effective in the term of four exercises from the beginning of the next to the accounting accreditation.

Article 13. Participation in companies

The Foundation may establish and participate in societies without the need for prior authorization, unless this entails the assumption of personal responsibility for social debts.

The Foundation must inform the Protectorate within 30 days of the acquisition and holding of shares or social shares that confer, directly or indirectly, the control of companies that limit the liability of the partners.

In any case, the exercise by the Foundation of business administration tasks must be compatible with the fulfillment of the foundational purposes.

CHAPTER IV

Organization and operation

Article 14. The Board of Trustees

The Board of Trustees is the governing and administration body of the Foundation, represents and manages it, and assumes all the powers and functions necessary to achieve the foundational purposes.

Article 15. Composition of the Board of Trustees and requirements for being a member

The Board of Trustees is a collegiate body made up of individuals and consists of six (6) members who will be appointed in response to the following circumstances:

a) .- One of the employers will be obligatorily the person who holds the position of General Director of the Claror Foundation. However, the Foundation will also hold the post of President.

b) .- Three of the Patrons will be designated by the Claror Foundation among the members of its management team or its board of trustees.

However, given that the designation of these three employers by the Claror Foundation is linked to their employment or circumstance within the same, the latter will also be entitled to revoke them as Patron de the Can Caralleu Esport Foundation.

In the event that any of these three employers are revoked by Patron status prior to the period for which they were appointed, they will be replaced by the appointment of the Claror Foundation among their team members Manager or Board of Trustees.

c) .- The other two employers will be chosen by the board of trustees in accordance with the current legislation and the Statutes by the own board of the Fundació Can Caralleu Esport and priority will be given to people from groups that have a link with the Can Caralleu center, among them, the its users and workers.

Notwithstanding the foregoing, any natural person capable of working full may be a member of the Board of Trustees; that is not disabled or incapacitated to carry out functions or positions public or to administer goods and has not been condemned by crimes against the estate or against the socio-economic order or by crimes of falsification.

Article 16. Appointment, renewal and exercise of office

The first Board of Trustees is designated in the charter. The appointments of new employers corresponding to section c) of the previous article, if applicable and the coverage of vacancies, must be agreed by the Board of Trustees with the majority of two thirds.

The Patrons exercise their positions for a term of four years (4), and are reeligible indefinitely for periods of equal duration.

The patterns of section c) of the previous article that for any reason cease before fulfilling the term for which they were designated, may be replaced by the appointment of the Board of Trustees. The substitute person will be appointed for the time remaining to expire the mandate of the replaced employer, but may be re-elected for the same terms established for the rest of the members.

The members of the Board of Trustees enter into functions after having expressly accepted the position by means of any of the forms established in the applicable legislation.

Article 17. Free

The landlords exercise the charge for free, notwithstanding the right to be reimbursed of the duly justified expenses and the compensation for the damages caused to them by the development of the functions proper to the charge.

The employers who establish a labor or professional relationship remunerated with the foundation will have to articulate it by means of a contract that clearly determines the work or professional tasks that are paid. However, these tasks must be different from the tasks and functions typical of those of the employer's position.

The number of employers with a professional or professional relationship can not be in any case equal to or greater than the number of employers expected to be considered validly incorporated by the Board of Trustees.

Article 18. Faculties and delegation of functions

The Board of Trustees will be in charge of the government, administration and representation of the Foundation. Its competence also extends to everything that refers to the interpretation of these Statutes and to the resolution of all the incidents that are presented in the operation of the Foundation.

The Board of Trustees may delegate their powers to one or more of their members and appoint general or special attorneys with joint and several functions and responsibility, unless they are indelible matters, in accordance with the Law or bylaws in force at any time.

The provisions of this article must be understood without prejudice to the protectorate's authorizations that are necessary or of the communications that must be made in accordance with current legislation.

Article 19. Scheme of call

The Board of Trustees will meet whenever necessary for the proper functioning of the Foundation and, at least, twice a year. You must meet obligatorily during the first semester of the calendar year in order to approve the annual accounts of the previous year and during the second semester of the calendar year in order to approve the budget of the year. later exercise.

The Board of Trustees will be validly constituted at the first call, when more than half of its members are meeting, or half, with the presence of the President. In the second call, the presence of three employers will be required at least.

The meetings of the Board of Trustees will be convened at least a minimum of five (5) days. In exceptional cases, the call may be held up to 24 hores before the meeting, but in this case, it will be necessary that at the beginning of the meeting there is evidence of the reception of the call by the absent people.

The meetings will include the agenda, place, date and time of the meeting. These calls will be made by any means that gives proof of their reception by the interested parties.

The agreements will be adopted by simple majority of the members attending, except in cases where the Law or Statutes establish otherwise. In any case, the agreements referring to indelegable matters of the Board of Trustees must explicitly state the agenda in the call and will require absolute majority of the members of the Board of Trustees. In the event of a tie, the President will have a casting vote.

The members of the Board of Trustees may delegate in writing in favor of other employers their vote in regard to specific acts. If a landlord is because he is the owner of a position of an institution, by acting on his behalf the person who can replace it according to the organization rules of the same institution.

The Board of Trustees may also invite the persons that it deems appropriate to attend the meetings, with a voice and without a vote.

The Board of Trustees may develop an internal regulations of operation, which shall respect the provisions of current law and these bylaws.

Article 20. The president

The president has the following faculties:

a) Institutional representation of the Foundation.

b) Order the call, set the order of the day and preside over, suspend and lift the sessions of the Board of Trustees, as well as directing the deliberations.

c) Decide with your vote of quality the result of voting in the event of a tie.

d) The rest of the powers indicated in these bylaws and those expressly entrusted to it by the Board of Trustees, in accordance with the provisions of the applicable regulations.

Article 21. The secretary or secretary.

The secretary summons, on behalf of the president, the meetings of the Board of Trustees and extends the acts, keeps the book of acts and handed out the certificates with the approval of the president / a by order, in his absence, of the Vice President

It also exercises the other functions that are inherent to its position and attribute these statutes.

Article 22. Of the acts

From each meeting, the secretary shall issue the corresponding record, which must include the date, place, agenda, attendees, a summary of the matters dealt with, the interventions of which It has been requested that there be evidence and the agreements adopted, indicating the result of voting and the majority.

The acts must be drafted and signed by the secretary with the approval of the president and can be approved by the Board of Trustees following the corresponding session or at the next meeting. However, the agreements have executive force since its adoption, unless expressly provided for in the statutes or at the time of adopting the agreement, which are not executives until the approval of the minutes. If they are of obligatory inscription, they have executive force from the moment of the inscription.

The Foundation must keep a book of events in which all those that have been approved by the Board of Trustees are included.

Article 23. Cessation

1. Employers stop acting for the following causes:

a) Death or declaration of absence, in the case of natural persons, or extinction, in the case of legal persons.

b) Disability or inhabilitation.

c) Cessation of the person in office because of which he was part of the Board of Trustees.

d) Termination of the term of office, unless renewed.

e) Disclaimer notified to the Patronat.

f) Judicial judgment that estimates the action of responsibility for damages to the Foundation or that decrees the removal of the position.

g) .- By reasoned agreement of the Board of Trustees agreeing to the removal of the Employer in the event that it is proved, in the opinion of the Board of Trustees, that the performance of the Employer is contrary or seriously impairs the statutes, image and / or interests of the Foundation .

h) .- The patterns that have been designated by the Claror Foundation, by decision of the latter.

i) The others that establish the law or the statutes.

2. The resignation of the position of landlord must consist of any of the forms established for the acceptance of the position, but only produces effects before third parties when registering in the Registry of Foundations.

CHAPTER VI

From the management of the Foundation

Article 24. The general director

The board of trustees and among one of the three employers that have been called in accordance with section b) of article 15 of these Statutes will designate a general director to develop the executive direction of the Foundation.

The tasks corresponding to this position will be the ones of management or management of the Foundation.

The position of director can be remunerated, in the terms considered appropriate to the nature and the representativeness of the office and its functions.

In the same way, the employer who performs these tasks of management or management of the Foundation will also become the Secretary of the Foundation.

CHAPTER VII

Statutory and structural modifications and dissolution

Article 25. Statutory and structural modifications and dissolution The Board of Trustees, by means of an agreement adopted in accordance with the two thirds vote of the members of the Board of Trustees, may modify the bylaws, agree the merger, split or dissolution or termination of the Foundation, with the authorization of the Protectorate in agreement with the applicable legislation.

Article 26. Causes of dissolution

The Foundation will dissolve for the following causes:

a) .- Compliance with the purpose for which it has been established or impossible to obtain, unless it is necessary to modify it and that the Board agrees to the modification.

b) .- Civil or criminal application of its activities or purposes declared by a final ruling.

c) .- Opening of the liquidation phase in the competition.

d) .- The others that establish the law or the statutes.

Article 27. Procedure for the dissolution and fate of its assets

a) .- The dissolution of the Foundation requires the reasoned agreement of the Board of Trustees adopted in accordance with the provisions of article 25 and must be approved by the Protectorate.

b) .- The dissolution of the Foundation entails its liquidation, which must be carried out by the Board of Trustees, the liquidators, if any, or, in the alternative, the Protectorate.

The remaining patrimony will be awarded to another Foundation in the sports and social field with an object and nature similar to those of the Fundació Can Caralleu Esport and priority to those entities that may have been more linked to Can Caralleu.

In any case, the entities that are the recipients of the patrimony must be entities that are beneficiaries of patronage in accordance with current tax legislation.

c) .- The adjudication or destination of the remaining assets must be authorized by the Protectorate before it is not executed.

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