Artículo 3. Purpose.
3.1. The purpose of the Foundation is research and the training of executives in lobbying and communication, corporate social responsibility, entrepreneurship and social innovation.
3.2. The Foundation seeks to make a positive and sustainable impact on society. The Foundation promotes leadership among executives and entrepreneurs, good practices, integrity and effort in the areas of Lobbying, Corporate Social Responsibility and social innovation.
3.3. The Foundation will stimulate sectorial lobbying agreements and will support entrepreneurship, simultaneously collaborating in research and offering innovative projects to third parties in countries for sustainable global development. Economic and business development in a global world also requires professors and global students who can develop business experiences with innovative research methodologies and disseminate their results through articles, conferences and seminars.
3.4. The Foundation creates a global international community of managers, investors, companies, philanthropists and entrepreneurs developing a network in collaboration with other public and private entities to enhance the multiplier effects of all the synergies generated by the Foundation globally.
3.5. It is vital to foster relationships and collaborations with different universities by developing a global network to offer a variety of researchers and teachers, as well as advice and consulting, with support for the management and evaluation of public and private policies.
Artículo 4. Activities.
4.1. To achieve the purposes mentioned in the previous article, the Foundation will carry out the activities that the Board considers necessary directly and/or in collaboration with other entities, institutions or persons, in accordance with the provisions of regulations governing foundations. Specifically, in order to carry out the Foundation’s purpose, the Foundation will develop the activities including, but not limited to, the below:
Research, development and technological innovation in the fields targeted by the Foundation.
(i) The realization of fundamental industrial research, development and technological innovation projects in cooperation with companies, universities, public research centers and/or other entities, in order to generate and disseminate technological knowledge and collaborate in the transfer of research results among public and private research organizations.
(ii) The realization of research, development and innovation projects contracted directly by companies or other entities of private legal nature, which allow maximizing the application of knowledge generated by the center.
(iii) The realization of technological advisory services such as: diagnostics, technical feasibility studies and other services with similar characteristics.
(iv) The provision of technical assistance services, such as specialized technical training and the dissemination of information, as well as other analogous services linked to knowledge management, technology and innovation.
(v) The promotion and development of cooperative research among companies, especially SMEs.
(vi) Establish channels of information, cooperation and exchange with public entities, individuals and related institutions around the world, which enable collaboration in the realization of common projects aimed at promoting the objectives of the Foundation.
(vii) The elaboration, editing and publication on paper, in audiovisual or multimedia support, of materials related to the purpose of the Foundation.
(vii) Training in matters related to the purpose of the Foundation.
(ix) It will carry out actions of stimulation, promotion, training and development in institutional, business, social and educational settings, for which it will design and execute strategies on projects in the regional, national and international spheres.
(x) Organization and promotion of all types of events and acts such as conferences, colloquia, and seminar courses in matters related to the purposes of the foundation.
(xii) Any other activities not expressly mentioned but which are appropriate for the fulfillment of the foregoing objectives, subject to the regulatory norms of the defense of competition.
4.3. To achieve these ends, within the legal framework in force at any given moment, the foundation may formalize agreements, enter into collaboration agreements with other public private institutions, and concurrently obtain private public funds destined for its objectives, both inside and outside of Spain.
4.4. For the development of these purposes, within the current legal framework, the Foundation may establish other entities and/or participate with its capital, in accordance with the provisions of article 12 of these Statutes.
5.1. The objectives of the Foundation are directed, in a generic way, to all people interested in the purposes of the Foundation.
Article 6. Assets of the Foundation and economic activities
6.1. The assets of the Foundation are linked to the fulfillment of the foundational purpose. The assets consist of:
(i) The initial endowment that appears in the founding charter;
(ii) All the goods and rights of economic content accepted and received by the Foundation with the purpose of increasing the endowment, and
(iii) All income, fruits, revenues and products, and the remaining assets incorporated into the Foundation’s assets by any title or concept.
Article 7. Acts of Disposition
7.1. The assets that make up the endowment and those directly intended to fulfill the foundational purpose can only be alienated or encumbered for consideration and respecting the conditions set by the founders or contributors. The proceeds obtained with its transfer or encumbrance will be reinvested in the acquisition or improvement of other assets applying the principle of real subrogation.
7.2. If exceptional circumstances prevent, in whole or in part, the fulfillment of the reinvestment obligation, the Board of Trustees, before carrying out the act of disposition, must submit to the Protectorate a statement of responsibility stating that these circumstances occur and provide a report, subscribed to by independent technicians, that prove the necessity of the act of disposition and the reasons that justify the non-reinvestment. It must also justify the destination of the assets that are not reinvested, which must always be consistent with the purpose of the Foundation.
7.4. The prior authorization of the Protectorate is required to make acts of disposition, encumbrance or extraordinary administration in the following cases:
(i) if the donor has expressly required it;
(ii) if established by a statutory provision;
(iii) if the assets or rights subject to disposition have been received from public institutions or have been acquired with public funds.
7.5. The Board may make, whenever necessary and in accordance with what the economic situation and current legislation advise, suitable modifications in the investments of the Foundation’s assets.
7.6. For the performance of acts of disposition of the goods and rights that constitute the Foundation’s assets and for the acceptance of inheritances, legacies or other assets and rights susceptible of being integrated with the Foundation’s capital, the favorable vote of a two-thirds majority of the members of the Board is required, as well as compliance with the legally established requirements.
7.7. When acts of disposition, alienation or encumbrance require the adoption of a statement of responsibility, a favorable vote of two thirds of the total number of Board members, without computing those who cannot vote because of conflict of interests with the Foundation, will be necessary.
Article 8. Accounting system
8.1. The Foundation will keep a day book and a book of inventory and annual accounts.
8.2. The Board of Trustees of the Foundation will simultaneously maintain an accounting of the inventory and formulate the annual accounting using the closing date of the fiscal year, in accordance with generally accepted accounting principles and with any other provisions applicable in each case.
8.3. The fiscal year will close on December 31.
8.4. The annual accounts form a unit and consist of:
(i) the balance sheet,
(ii) the income statement,
(iii) the statement of changes in equity,
(iv) the cash flow statement and
(v) the report, which will complete, expand and comment on the information contained in the balance sheet and the income statement, and will detail the actions taken in compliance with the Foundation’s purpose and will specify the number of beneficiaries and services that they have received, as well as the resources coming from other fiscal years, if any, and the majority investees, indicating the percentage of participation.
8.5. The information regarding the statements of responsibility and regarding the execution of the acts or contracts that are the object of those will be part of the minimum required content of the annual accounting report.
8.6. The Board of Trustees will approve the annual accounts within the six months following the closing date of the fiscal year, which will be presented in the manner provided by law to the Protectorate of the Generalidad de Cataluña de for recording within 30 days of its approval.
8.7. The Board of Trustees will approve and present, in relation to the temporary financial investments made in the stock market, an annual report on the degree of compliance with the code of conduct to be followed by non-profit entities, in accordance with current regulations or regulatory authority.
8.8. The annual accounts will be subject to an external audit when required by law. Even if there are no circumstances legally requiring the accounts to be subject to an audit, if a third of the members of the Board request an audit for justified reasons, because they considers that there are exceptional circumstance in the management of the Foundation that advise the same, a meeting of the Board of Trustees will be convened within a maximum period of thirty days from the date of the request, in order to agree on a reasoned execution or non-completion of the audit of accounts requested. If a meeting of the Board of Trustees is not convened within the indicated term, or if, once convened for this purpose, it is agreed not to carry out the audit, the interested Board members may direct their request to the Protectorate, in accordance with the provisions of the Civil Code of Catalonia.
Article 9. Annual resources
9.1. The annual economic resources of the Foundation will consist of:
(i) the income and returns produced by the assets, and
(ii) the favorable balances that may result from foundational activities.
Article 10. Mandatory application of resources
10.1. The Foundation must allocate at least seventy percent of the income and other net annual income obtained to the fulfillment of the Foundation’s purpose. The rest must be allocated either to the deferred fulfillment of the purpose or to the increase of its own assets. The Board must approve the application of income.
10.2. If the Foundation receives goods and rights without specifying their destination, the Board will decide if the same will be integrated with the endowment or may be applied directly to the achievement of the Foundation’s objectives.
10.3. The application of the requirement that at least seventy percent of the income be applied to the fulfillment of the Foundation’s purpose shall be effective within four years from the beginning of the the accounting accreditation to that of the next one.
Article 11. Operating expenses
11.1. Expenses derived from the operation of the Board and its delegated bodies, without counting the cost of management or management functions for this purpose, cannot exceed fifteen percent of the net income obtained during the year.
Article 12. Participation in corporations
12.1. The Foundation can establish companies and participate without prior authorization, unless this involves the assumption of personal responsibility for company debts.
12.2. The Foundation will inform the Protectorate within 30 days of the acquisition and possession of shares or partnership interests that confer, directly or indirectly, the control of companies that limit the liability of the partners.
12.3. In any case, the exercise by the Foundation of corporate administration tasks must be compatible with the fulfillment of the Foundation’s purpose.
Article 13. Board of Trustees
13.1. The Board of Trustees is the governing and administrative body of the Foundation, represents and manages it, and assumes all the faculties and functions necessary for the achievement of the Foundation’s purpose.
Article 14. Composition
14.1. The Board will consist of a minimum of three and a maximum of eleven members that will adopt their agreements by majority, according to the terms established in these Statutes.
14.2. Any natural person with full capacity to act may be a member; provided that he or she is not disqualified or incapacitated to exercise public functions or positions or to administer property and that he or she has not been convicted for crimes against property or socioeconomic interests or for crimes of falsehood.
14.3. Legal entities may form part of the Board of Trustees and must designate the person or individuals that represent them.
14.4. The members will exercise their positions free of charge, without prejudice to the right to be reimbursed for the expenses duly justified that the position causes them in the exercise of their function.
Article 15. Rules for the appointment and replacement of its members
15.1. The appointment of the members of the first Board of Trustees will be made by the founders and will be included in the articles of incorporation.
15.2. The appointment of new members will be made by the Board of Trustees that is registered in the corresponding Register of Foundations and by agreement of the majority of its members.
15.3. Members shall accept their positions in the manner provided for in current legislation and their acceptance shall be formally notified to the Protectorate and registered in the Foundations Registry.
15.4. The term of appointment of the members will be for four years, although they can be re-elected indefinitely for periods of equal duration.
15.5. Members who for any reason resign before the expiration of the term for which they were appointed may be replaced by appointment of the Board. A substitute will be designated for the time remaining to run out of the mandate of the substituted member, and may then be re-elected for the same terms established for the rest of the members.
Article 16. Gratuity
16.1. Members hold the position free of charge, without prejudice to the right to be compensated for duly justified expenses and compensation for the damage caused by the performance of the duties inherent to the position.
Article 17. Powers and delegation of functions
17.1. The Board of Trustees has all the powers statutorily attributed to it and, in general, those it requires to achieve the Foundation’s purpose, with no exceptions other than those established in the applicable legislation and in these statutes.
7.2. The Board may delegate its functions in accordance with these statutes and the applicable legislation. In any case, the following powers are not delegable and correspond to the Board of Trustees, exclusively:
(i) The modification of the statutes. The merger, split or dissolution of the Foundation.
(ii) The preparation and approval of the budget and the documents that make up the annual accounts.
(iii) Acts of disposition of assets that, jointly or individually, have a value greater than one twentieth of the assets of the Foundation, unless it is the sale of securities with official price for a price not lower than the contribution. However, powers of attorney may be made to grant the corresponding act under the conditions approved by the Board.
(iv) The constitution or endowment of another legal entity.
(v) The merger, division and assignment of all or part of the assets and liabilities.
(vi) The dissolution of companies or other legal persons,
(vii) Those that require the authorization or approval of the Protectorate or the adoption of a statement of responsibility.
(viii) The adoption and formalization of statements of responsibility.
17.3. The provisions of this article must be interpreted without prejudice to the authorizations that must be made in accordance with current legislation.
Article 18. Meetings
18.1. The Board of Trustees meets in ordinary session at least once a year, and compulsorily during the first semester of the calendar year, in order to approve the annual accounts of the previous year.
It will meet in extraordinary session, upon convocation and at the direction of the presidency, as many times as it deems necessary for the proper functioning of the Foundation. It will also meet when requested by a quarter of its members, and in this case it will do so within thirty days of the request.
18.2. Meetings will be convened at least five days before the scheduled date.
18.3. The Board of Trustees may meet exceptionally through videoconference, multiconference or any other system that does not require the physical presence of the Board members. In these cases it will be necessary to guarantee the identification of those attending the meeting, the continuity in the communication, the possibility of intervening in the deliberations and the casting of the vote. The meeting shall be deemed held at the place where the president is located. In virtual meetings, those who have participated in the conference and/or videoconference will be considered as attending members. The president will call the meetings. The calls must contain the agenda of all those matters that will be discussed in the meeting, outside of which valid agreements cannot be made.
18.4. Meetings can be held without prior convocation if all the members of the body are present or represented and unanimously accept the holding of the meeting and the agenda of the same.
18.5. Likewise, agreements can be adopted without holding a meeting through e-mail communications. For these purposes, the President will send the proposed agreement by e-mail to all the members of the Board, ensuring the correct reception of the communication by all of them, and will grant a fixed term so that each member can send their vote or comments, also using email communication. Abstention will be understood in the case that one of the members does not issue his answer in the granted period, as long as it can be shown that he received the communication correctly.
Minutes of the adopted agreement will be drawn up, stating the votes in favor, against and abstentions.
Article 19. Charges
The Board of Trustees will appoint a president and a secretary who may not have the status of patron. Members who do not hold any of these positions have the status of members.
Article 20. The president
The president and, in his absence, the vice president, have the following powers:
(i) Represent the Foundation institutionally.
(ii) Order the call, set the agenda and preside, suspend and adjourn the Board meetings, as well as direct their deliberations.
(iii) Decide with their casting vote the result of the votes in case of a tie.
(iv) The rest of the authority indicated in these statutes and those that are expressly entrusted to it by the Board of Trustees, in accordance with the provisions of the applicable regulations.
Article 21. The secretary
21.1. The secretary summons, in the name of the president, the meetings of the Board of Trustees and records the minutes, keeps the minutes book and delivers the certificates with the approval of the president or by order, in his absence, of the vice president.
Article 22. Form of deliberation and adoption of agreements
22.1. The Board of Trustees is validly constituted on a first call when half plus one of the members attend the meeting, in person or represented in the legally permitted manner; in a second call, the attendance of a quarter of its members is necessary. To be valid at least two members must be present in both calls.
22.2. The members of the Board may delegate in writing to other patrons their vote regarding specific acts. If a patron holds his or her position because he has the ownership of a position of an institution, the person who can replace him or her according to the rules of organization of the same institution can act on his behalf.
22.3. Each member has one vote and the agreements are adopted by majority vote of attendees, present and represented, to the meeting. In case of a tie, the casting vote of the president is the tie-breaker.
22.4. The director, if he is not a member, can attend the meetings of the Board with a voice but without a vote when he has been summoned to the meeting. If he has the status of a member, he can attend with voice and vote.
22.5. The Board of Trustees may also invite the persons it deems appropriate to attend the meetings, with voice and without vote. Those persons the Board of Trustees considers convenient to invite may also attend these meetings, with voice and without vote.
Article 23. Qualified majority
23.1. The favorable vote of two thirds of the members of the Board is necessary for the adoption of the following agreements:
(i) Expansion or reduction of the members of the Board
(ii) Modification of the Statutes
(iii) Merger or split of the Foundation
(iv) Dissolution of the Foundation
Article 24. Recording of the minutes
24.1. From each meeting, the secretary will draw up the corresponding minutes, which will include the date, place, agenda, the people in attendance, a summary of the matters dealt with, the statements that have been requested to be recorded and the agreements adopted, indicating the result of the votes and the majorities.
24.2. The minutes will be drafted and signed by the secretary with the approval of the president and may be approved by the Board immediately after the corresponding session or at the next meeting. However, agreements will be enforceable from the date of their adoption, unless it is expressly provided in the bylaws or at the time of adopting the agreement that they will not be effective until the approval of the minutes. If the agreements are subject to mandatory registration, they will be enforceable from the moment of registration.
24.3. The Foundation will maintain a minutes book where all those that have been approved by the Board will be recorded. From each meeting, the secretary or secretary will draw up the corresponding minutes, which will include the date, place, agenda, the people in attendance, a summary of the matters dealt with, the states that have been requested to be recorded and the agreements adopted, indicating the result of the votes and the majorities.
24.4. The minutes will be drafted and signed by the secretary with the approval of the president and may be approved by the Board immediately after the corresponding session or at the next meeting. However, agreements will be enforceable from the date of their adoption, unless it is expressly provided in the bylaws or at the time of adopting the agreement that they will not be effective until the approval of the minutes. If the agreements are subject to mandatory registration, they will be enforceable from the moment of registration.
24.5. The Foundation will keep a minutes book where all those that have been approved by the Board will be recorded.
Article 25. Conflict of interests
25.1. The members and the persons indicated in article 312-9.3 of Law 4/2008, can only carry out operations with the Foundation if the need and prevalence of the interests of the Foundation over the individuals of the employer or equal person is sufficiently proven. Before carrying out the operation, the Board must adopt a statement of responsibility and submit it to the protectorate together with the relevant supporting documentation, in accordance with the provisions of article 332-13.
25.2. As a measure of prevention of conflicts of interest, it is established that the members of the Board of Trustees, as well as the persons detailed in article 312.9.3 of Law 4/2008, cannot maintain a paid professional or employment relationship with the Foundation.
Article 26. Termination
26.1. Patrons terms of office cease for the following reasons:
(i) Death or declaration of absence, in the case of natural persons, or termination, in the case of legal persons.
(ii) Inability or incapacitation.
(iii) Termination of the person in the position for which he was part of the Board.
(iv) Conclusion of the term of office, unless it is renewed.
(v) Waiver notified to the Board.
(vi) A final judicial decision that deems the action of liability for damages to the Foundation or that decrees the removal of the position.
(vii) Other reasons or events established by law or bylaws.
26.2. The resignation of the position of Board member must be in any of the forms established for acceptance of the position, but only becomes effective before third parties when it is registered in the Registry of Foundations.
Article 27. The general director
27.1. The Board of Trustees may appoint a director who exercises the executive direction of the Foundation. This position can be filled by a Board member, and in such case the employment or professional relationship will be articulated through a contract that clearly determines the work or professional tasks that are paid, which must be different from those of the member’s position.
27.2. The position of director is remunerated, in the terms considered appropriate to the nature and representativeness of the position and its functions.
27.3. When he is not a Board member, the director attends all meetings of the Board of Trustees to which he is summoned and can participate in them with voice but without vote.
Article 28. Statutory and structural modifications and dissolution.
28.1. The Board of Trustees, through an agreement adopted in accordance with the provisions of article 23 of these bylaws and the applicable regulations, and after expressly calling a meeting for the same, may modify the bylaws and agree on the merger, split or dissolution or termination of the Foundation, with the authorization of the Protectorate in accordance with applicable legislation.
28.2. The modification or new wording of the Statutes agreed upon by the Board of Trustees will be communicated to the Protectorate and must be formalized in a public deed and registered in the corresponding Registry of Foundations.
Article 29. Causes of dissolution.
29.1. The Foundation will be dissolved for the following reasons:
(i) Complete fulfillment with the purpose for which it was established or impossibility to achieve it, unless it is appropriate to modify it and the Board agrees to the modification.
(ii) Civil or criminal illegality of its activities or purposes declared by a final judgment.
(iii) Commencement of the liquidation phase in receivership.
(iv) Other causes established by law or bylaws.
Article 30. Procedure of dissolution and destination of its patrimony
30.1. The dissolution of the Foundation requires the reasoned agreement of the Board of Trustees, adopted in accordance with the provisions of article 23 of these statutes, and must be approved by the Protectorate.
30.2. The dissolution of the Foundation involves its liquidation, which will be carried out by the Board, the liquidators, if any, or, alternatively, the Protectorate.
30.3. The remaining assets will be awarded to other foundations or non-profit entities with purposes analogous to those of the Foundation or to public entities. In any case, the entities receiving the assets will be beneficiary entities of the patronage in accordance with the current tax legislation.
30.4. The adjudication or the destination of the remaining assets must be authorized by the Protectorate before being executed.
Article 31. Social impact
The Foundation will have an annual program of social impact that will be affected with a minimum of 10% of the annual benefits, once the reserves and foundational capital requirements have been met, aimed at supporting entrepreneurs and social enterprises, to research for the improvement of the life of the human being, donations to charitable organizations and other non-profit organizations with social impact.
Good Governance Practices
Icloby’s good governance code defines the responsibilities and functions of the Board and describes in detail the duties of diligence and loyalty of its members.
The income of the Foundation will used in such manner as may be decided by the Board, respecting in all cases the will of the donors and subject to the legal provisions applicable to the circumstances.
The Foundation will have an annual program of social impact that will be implemented with a minimum of 10% of the annual [income], once the reserves and foundational capital requirements have been met, aimed at supporting entrepreneurs and social enterprises, to research for the improvement of the life of the human being, and/or make donations to charitable organizations and other non-profit organizations with social impact.