Bylaws

FUNDACIÓN PRIVADA ABERTIS
(Subject to the legislation of the Government of Catalonia)

BYLAWS

TITLE I

NAME, REGION OF ACTIVITY AND REGISTERED ADDRESS

Article 1
A private, non-profit foundation is established under the name “FUNDACIÓN PRIVADA ABERTIS” (subject to the legislation of the Government of Catalonia) for the purposes of general interest set out under Article 7 of these Bylaws.

Article 2
The Abertis Foundation will mainly carry out its activities in Catalonia, although it may also undertake activities outside of this region.

In the event that the Abertis Foundation wishes to extend its activities outside of Spain, it may establish delegations for this purpose in the corresponding countries, subject to the legislation of each one. The Abertis Foundation will inform the Foundations Commission of the establishment of these delegations.

Article 3
The Abertis Foundation’s registered address is Castell de Castellet, Castell s/n, in the municipality of Castellet i la Gornal, in the province of Barcelona (08729 Barcelona, Spain).

However, the Board of Trustees may change the Abertis Foundation’s registered address within the region of Catalonia, pursuant to current legislation, and may create or eliminate whichever delegations it deems appropriate, informing the Catalan Government’s Foundations Commission thereof.

TITLE II

FOUNDING REGULATIONS

Article 4
The Abertis Foundation shall be subject to the regulations applicable to foundations that operate primarily within Catalonia, as well as by the present Bylaws and the provisions established by the Board of Trustees in developing these Bylaws.

Article 5
The Abertis Foundation is subject to the authority of the Catalan Government’s Foundations Commission as regards private foundations in Catalonia.

Article 6
The Abertis Foundation shall be established as a legal entity the moment it is registered in the Foundations Register.

The Abertis Foundation has its own legal personality and full capacity to operate, and it may therefore perform functions including but not limited to acquiring, conserving, owning, administrating, disposing of, transferring, encumbering, mortgaging and exchanging assets of all types; signing certificates and contracts of all types; arranging credit and guarantee operations; creating contractual obligations; waiving and settling assets and rights; promoting, following, opposing or relinquishing the relevant procedures; and freely exercising all manner of rights, claims and defences before the ordinary and special Courts, bodies and departments of the state, regional, provincial and municipal governments and other corporations and bodies, with the prior authorisation of the Foundations Commission when so required by law.

TITLE III

OBJECT AND PURPOSE

Article 7
The Abertis Foundation is the manifestation of the commitment of the Abertis Group companies to corporate social responsibility and, in particular, their commitment to the sustainable improvement and social development of the regions and countries in which the Abertis Group operates.

With this aim, the Abertis Foundation will act as a driving force by pursuing cultural, social, environmental, scientific and educational goals and those that encourage scientific research, technological development or innovation and the transfer thereof to productive means.

As determined by its Board of Trustees and the present Bylaws, the Abertis Foundation shall freely plan out its activities in the manner it deems most appropriate for the fulfilment of its purpose. However, given the broad nature of this purpose, the Abertis Foundation clarifies its objectives within the following spheres:

  • Culture: The Abertis Foundation will support and promote the dissemination of culture by way of: disseminating scientific knowledge, technological developments and innovation, art and culture to society; contributing to the awareness, development and progress of social, political, economic, cultural and environmental issues; and the dissemination and defence of artistic, cultural and historical heritage.
  • Society: The Abertis Foundation shall organise the social initiatives of the Abertis Group companies and shall aim to express the Abertis Group’s commitment to society by contributing towards improving the living conditions of society’s most vulnerable groups, without discrimination on the basis of gender, and towards improving road safety, while furthermore encouraging Abertis Group employees to participate in volunteer activities within society.
  • Environment: The Abertis Foundation shall contribute to the creation of environmental and social value through sustainable development and social responsibility; it shall promote the companies’ leadership in sustainable business development; it shall promote activities for environmental improvements in the world of mobility and telecommunications infrastructures and for protecting the environment; and it shall promote information, training and awareness-raising among society as regards respecting and protecting the environment.
  • Science, education and research: The Abertis Foundation shall encourage and promote all types of activities related to studies and research on the private sector’s role in economic and social growth resulting from the creation of infrastructures and services in developed societies, as regards effective improvements to quality of life and the impact on the environment and social/cultural cohesion. The following activities fall within the scope of the Abertis Foundation:
    • Promotion and participation in programmes, training courses, research and scientific activities or studies related to the Abertis Foundation’s purpose.
    • Promotion and support of studies, including scientific and technological innovation and development studies, and distribution of awards, honours, grants, financial aid and subsidies for any type of study, exhibition, experience, activity, intervention or dissemination related to the Abertis Foundation’s purpose.
    • Collaboration in the creation, establishment and management of new activities that could contribute to the Abertis Foundation’s purpose from a general standpoint, such as the creation of academic chairs with public or private universities.

The Abertis Foundation may carry out the abovementioned activities by itself or in collaboration with other public or private bodies.

TITLE IV

BENEFICIARIES

Article 8
The key criterion for determining a specific beneficiary of the Abertis Foundation shall be its nature as a public or private organisation whose social object includes activities related to those of the Abertis Foundation.

The Board of Trustees shall select the beneficiaries based on technical criteria and on the principles of impartiality and non-discrimination.

No individual or collective may claim from the Abertis Foundation or its Board of Trustees any right to receive benefits before said right has been granted, nor may recipient(s) of benefits assign the same to specific persons.

TITLE V

THE FOUNDATION’S ASSETS

Article 9
The Abertis Foundation’s initial funds consist of THIRTY-SIX THOUSAND, SIXTY EUROS AND SEVENTY-THREE CENTS (EUR 36,060.73), which were provided by the founders and signatories of the Founding Charter through monetary contributions at the time the Abertis Foundation was established.

The initial endowment may be added to at a later date by the founders or by third parties.

Article 10
The Abertis Foundation’s assets may consist of all classes of assets and rights, including immoveable and moveable assets, located in any place, as long as they may be allocated a financial value.

In order to improve or enlarge these assets, the Abertis Foundation may acquire other assets in the form of subsidies or donations, whether they come from public, private or mixed public-private bodies or organisations or any other benefactor.

The Abertis Foundation’s assets and income shall be understood to be immediately and directly available for and assigned to the development of the Abertis Foundation’s purpose, without the intervention of any persons.

Article 11
Income from the founding capital and other income that does not form part of the Abertis Foundation’s endowment shall be allocated in accordance with the Abertis Foundation’s purpose and the limits established by current legislation.

The Board of Trustees shall ensure that the income from assets is optimal, and to this end shall make prudent investments after having completed the relevant necessary procedures.

The Board of Trustees may accept donations that directly or indirectly contribute to better achieving the Abertis Foundation’s aims.

Article 12
The Abertis Foundation shall be funded by:

  • Contributions and donations made by any physical or legal person.
  • Income resulting from payment by the beneficiaries for its services.
  • Inheritances, bequests and all other testamentary provisions made in its favour.
  • Income resulting from the exploitation of its assets.
  • Subsidies, preferential credit and any other type of contribution from any public or private body, from the local, regional or state governments or the European Union, or any other body.

Article 13
Revenues and any other annual income obtained by the Abertis Foundation must be allocated to furthering its purpose within the limits established by current legislation.

The Abertis Foundation may carry out any type of financial activity, agreement, contract, operation or legitimate business free of restrictions, except those imposed by the applicable legislation.

Article 14
The Abertis Foundation’s assets shall be managed by the Board of Trustees as set out in these Bylaws and pursuant to current legislation.

The Abertis Foundation must appear as the owner of all the property and rights included in its assets.

The Board of Trustees must comply with the relevant legal obligations regarding accounting, drawing up inventories and balance sheets, reports, budgets and their liquidation.

Article 15
Disposal, encumbrance or any other withdrawal regarding the property and rights that make up the Abertis Foundation’s assets must be performed in accordance with the conditions set by the founders or donors of said assets.

In all cases, the total amount obtained must be reinvested in the acquisition of other assets and rights to replace those that have been disposed of or encumbered, or in the improvement of the Abertis Foundation’s assets. All said transactions must be performed in accordance with current legislation.

Any inheritances offered to the Abertis Foundation shall be accepted on the condition that they do not require the Abertis Foundation to pay off credits that are greater than the value thereof.

Article 16
The financial year shall commence on 1 January of each year and end on 31 December of the same year. The first financial year shall commence on the day on which the public certificate of the establishment of the Abertis Foundation is issued and shall end on 31 December of the same year.

TITLE VI

GOVERNING BODIES

Article 17
The Abertis Foundation’s governing bodies are the:

  • Board of Trustees.
  • Standing Committee.
  • Chair.
  • Secretary.

CHAPTER 1 – Board of Trustees

Article 18
The Board of Trustees is the Abertis Foundation’s most senior body. It is responsible for representing the Abertis Foundation, managing the property and goods that make up its assets, ensuring their full performance and value, and managing the activities that fulfil its purpose.

The Board of Trustees shall be subject to the present Bylaws and to its internal rules, if applicable.

The scope of the Board of Trustees’ powers includes all which is related to the senior governance, administration and representation of the Abertis Foundation.

Article 19
The duties of the Board of Trustees include but are not limited to the following:

  • Representing the Abertis Foundation both legally and otherwise.
  • Being the most senior body responsible for representing the Abertis Foundation in all relations, certificates and contracts, before the state, regional and municipal governments, authorities, centres, bodies, courts, magistrates, corporations, companies and legal and natural persons, exercising all the rights, claims and defences and following all the procedures, claims, incidents, appeals and proceedings, files, demands and court proceedings that are the responsibility of the Abertis Foundation, granting for this purpose whatever powers it deems necessary.
  • Awarding all types of legal, administrative, ownership and surety transactions, accepting donations and grants, transferring fixed assets and accepting, issuing and endorsing bills of exchange.
  • Managing the Abertis Foundation’s activities, administrating its assets and applying the resources needed to achieve its purpose.
  • Appointing and dismissing the Abertis Foundation’s personnel and establishing their remuneration.
  • Appointing members of the Board of Trustees, pursuant to these Bylaws.
  • Carrying out the works and constructing the buildings it considers necessary to achieve the purpose of the Abertis Foundation, and deciding the most suitable manner of construction without the need for auctions, calls for tenders or authorisation.
  • The other powers conferred on it by the legal provisions of these Bylaws.

Article 20
As well as the Board Members named in the Founding Charter, the Board of Trustees may appoint members by a majority consensus.

The Board of Trustees shall consist of a minimum of three and a maximum of eleven members.

Board Members shall be appointed for a maximum term of four years as from the date of their acceptance, and may be re-elected for an unlimited number of terms with a maximum term of four years.

Members of the Board of Trustees must be natural persons chosen on the basis of their commitment to the purpose of the Abertis Foundation. Natural persons may form part of the Board of Trustees if they have the full capacity to act, are not disqualified due to holding a public office or managing assets and have not been convicted for crimes against heritage, the social/economic order or forgery.

Members of the Board of Trustees who for whatever reason resign before the term of their office has expired may be replaced by agreement of the Board, with the new Trustees appointed under the same terms as established for the other members.

Article 21
Board Members shall not be remunerated, although they shall be entitled to advance payment and reimbursement for duly justified expenses.

Article 22
Each year, the Board of Trustees shall draw up an inventory/balance sheet closed on 31 December that clearly and precisely reflects the status of the Abertis Foundation’s assets, as well as a report of the activities undertaken during the year.

The Board of Trustees shall meet at least once a year in an ordinary session to examine and approve, if appropriate, the report, annual accounts and inventory/balance sheet of the previous year and the budget for the present year, as well as to examine and establish the activities to be developed. It will also approve, as it deems appropriate, the obligatory documentation to be submitted to the Catalan Government’s Foundations Commission.

The Board of Trustees shall also meet in an extraordinary session whenever convened by the Chair either on his/her own initiative or at the request of at least a quarter of the members. In the latter case, the meeting must be convened with the urgency appropriate to the matters to be dealt with, and in all cases within a period of thirty days following receipt of the request.

The request must include the agenda items to be dealt with in the extraordinary session.

Article 23
The meeting of the Board of Trustees shall be validly constituted in its first session when two-thirds of its members are present, and in its second session when at least half of its members are present. The second session must be held at least thirty minutes after the first session.

Agreements of the Board of Trustees shall be made by a majority vote of those present (including the appointment of the Director and Manager).

Blank votes and abstentions shall not be permitted.

It shall not be necessary to issue a call to meeting when all the Board members are gathered and unanimously agree to hold a session.

Meetings of the Board of Trustees may be held via videoconference or other means when the identity of the members, uninterrupted communication and the ability to participate in the debates and cast votes can be assured at all times.

Similarly, the resolutions of the Board of Trustees may be adopted through the issuance of postal votes, telematic communication or any other means, as long as the information and voting rights can be assured, a record is made of the receipt of the votes and the authenticity thereof can be guaranteed.

Members of the Board of Trustees may not participate in making decisions or adopting resolutions in matters in which they have a personal or professional conflict of interest with the Abertis Foundation.

Without prejudice to the provisions of Articles 332.9 and 312-9.3 of the CcCat (Civil Code of Catalonia), conflicts of interest are understood to occur in the following cases:

  • If the members of the Board of Trustees or persons indicated in Article 312-9.3 of the CcCat are not entitled to own shares in companies established by the Abertis Foundation or in which the Abertis Foundation owns shares.
  • If the members of the Board of Trustees or persons indicated in Article 312-9.3 may not sign agreements with the Abertis Foundation for the sale or lease of immoveable assets or moveable assets of extraordinary value, financial loans or the provision of remunerated services.

In the event of a conflict of interest, the Board member in question must inform the Board of Trustees of this situation and abstain from participating in the deliberation and vote.

Article 24
The Board of Trustees shall appoint a Chair from among its members and may also appoint one or several Vice-Chairs and a Treasurer. It shall also appoint a Secretary, who may be a non-Board member and who, if this is the case, may be appointed for an indefinite period until his or her duties are relieved.

The Vice-Chair shall substitute the Chair when the latter is unable to exercise his or her duties. If no Vice-Chair has been appointed, the Chair shall be substituted by the Board member designated in each case by the Plenary Meeting of the Board of Trustees. The Secretary may be substituted by any Board member.

Article 25
The Board of Trustees may delegate its duties, except those which it considers may not be delegated pursuant to the applicable current legislation, to one or more of its members, and shall appoint general or special representatives with joint or several responsibilities and duties.

The Board of Trustees may appoint a Director and a Manager, establishing the term of their duties, which may be revoked at any time by the informed decision of two thirds of the Board members.

The Director shall be responsible for the Abertis Foundation’s executive management.

The Manager shall be responsible for administrative management, the organisation of services and executing agreements of the Board of Trustees and the Standing Committee and, if necessary, of the Abertis Foundation’s Advisory Council.

In particular, the Manager may be assigned the following duties:

  • Managing the work needed to undertake specific activities, approved by the decision-making bodies, and, if necessary, requesting the authorisation or delegation needed to sign any type of public or private document that is required.
  • Organising services, allocating work and proposing to the Board of Trustees and/or Standing Committee the appointment and dismissal of personnel, as well as their remuneration.
  • Representing the Abertis Foundation in court.
  • Organising and managing the Abertis Foundation’s GL and auxiliary accounts, drawing up ordinary and extraordinary budgets and managing the statistics needed to compile the annual report.
  • Ordering the current expenditure payments that are set out in the budgets and those that have been envisaged by the Board of Trustees or the Standing Committee on approval of each action.
  • Drawing up project and budget proposals for investments in new service facilities of any type or for the refurbishment of existing ones.
  • All other duties that are expressly assigned to the Manager. Said functions shall not prejudice those which may, in special cases, be delegated by the Board of Trustees or the Standing Committee or, if necessary, the Advisory Board.

CHAPTER 2 – Standing Committee

Article 26
The Board of Trustees may agree on the creation or dissolution of a Standing Committee to which it shall delegate the powers it deems appropriate for managing the Abertis Foundation’s funds and for suitably scheduling and undertaking its activities.

The Standing Committee shall consist of three Trustees, one of whom must be the Chair or the Vice-Chair and who, if necessary, shall act as the Chair of Standing Committee. If both the Chair and the Vice-Chair are members, they shall hold the same positions as on the Board of Trustees.

The position of Secretary of the Standing Committee shall be held by the Secretary of the Board of Trustees, who may be a non-Board member.

The resolutions of the Standing Committee shall be taken by simple majority.

The Standing Committee shall only hold those powers that may be delegated pursuant to current legislation.

CHAPTER 3 – Chair

Article 27
The Chair and, in substitution thereof, the Vice-Chair, shall have the following powers:

  • To represent the Board of Trustees and the Abertis Foundation in and out of court.
  • To convene and preside over the ordinary and extraordinary sessions of the Board of Trustees, the Standing Committee and the Castle’s Advisory Board and to establish the agenda items.
  • To chair the debates, announce the result of votes and close the sessions.
  • To provide the official signature for the Abertis Foundation.
  • To approve the minutes and sign them with the Secretary, and to approve the certificates issued by the Secretary of the resolutions of the bodies over which the Chair presides.
  • To settle any tied votes.
  • To appoint the members of the Castle’s Advisory Board.
  • All other powers set out in these Bylaws and which current legislation does not expressly confer upon the Plenary Meeting of the Board of Trustees.

CHAPTER 4 – Secretary

Article 28
For each session of the Board of Trustees, the Standing Committee and the Advisory Board, the corresponding minutes shall be taken which shall be signed by the Chair and the Secretary or whoever may have substituted them in the meeting. The minutes may be approved either at the end of the meeting or in the subsequent meeting, by either the Chair or the Secretary.

The Secretary shall be responsible for preparing the Minutes Book and recording therein all the relevant resolutions, for issuing all types of certificates of the agreements adopted and for the content of the Abertis Foundation’s books and documents.

The Secretary shall issue verbatim certificates regarding specific issues or in relation to the approved minutes.

TITLE VII

CASTLE’S ADVISORY BOARD

Article 29
The Board of Trustees may agree to the creation and dissolution of an Advisory Board for the Abertis Foundation, for the purpose of promoting and monitoring the activities of Castellet Castle and to secure the involvement of the competent administrative authorities in matters regarding the Castle, of founding bodies, companies and experts in different matters relating to the maintenance and activity of the Castle.

The Advisory Board shall have a maximum of six members, appointed by the Board of Trustees. These positions shall be held for terms of two years, and meetings of the Advisory Board shall be chaired by a member of the Board of Trustees and shall be deemed validly constituted when at least half of its members are present.

Agreements of the Advisory Board shall be made by simple majority of its members.

The Secretary of the Advisory Board shall be the Secretary of the Board of Trustees. The Board of Trustees may draw up internal rules for the regulation and operation of the Abertis Foundation’s Advisory Board.

Furthermore, the Board of Trustees may agree to create and dissolve a Scientific Advisory Board to analyse, assess and select the scientific and research projects to be developed by the Abertis Foundation in accordance with Article 7 of the present Bylaws.

The Scientific Advisory Board shall be formed by six members of renowned academic or professional prestige in the scientific field, with said positions held for terms of two years. Meetings of the Scientific Advisory Board shall be chaired by a member of the Board of Trustees and shall be considered validly constituted when at least half of its members are present.

The Secretary of the Scientific Advisory Board shall be the same as the Secretary of the Board of Trustees. The Board of Trustees may establish internal rules for the regulation and operation of the Abertis Foundation’s Scientific Advisory Board.

The decisions of the Scientific Advisory Board shall be made by simple majority.

The Board of Trustees may agree upon the creation and dissolution of an Honorary Board of Trustees formed by members of renowned prestige and honour, the purpose of which would be to offer the Board of Trustees advice on those matters for which it so requires.

The Honorary Board of Trustees shall be formed by six members who shall hold their positions for an indefinite term, and it shall establish its own internal rules. The members of the Honorary Board of Trustees shall appoint a Chair and a Secretary and the Board shall be considered validly constituted when at least half of its members are present.

TITLE VIII

MODIFICATION, MERGER AND DISSOLUTION OF THE ABERTIS FOUNDATION

Article 30
If there are justifiable causes, the Board of Trustees may agree to modify these Bylaws and to merge or conjoin the Abertis Foundation with others with a similar purpose, in accordance with current legislation.

Article 31
The modification of the present Bylaws shall require the agreement of two thirds of the members of the Board of Trustees.

If the circumstances that led to the establishment of the Abertis Foundation vary to the extent that it can no longer act satisfactorily in accordance with its Bylaws, the Board of Trustees must agree to modify said Bylaws.

Article 32
If it is impossible to fulfil the purpose of the Abertis Foundation even after merging or conjoining with another organisation, the Board of Trustees may agree to dissolve the Abertis Foundation. The dissolution of the Abertis Foundation shall involve the global transfer of all its assets and liabilities, which must be performed by the Board of Trustees and liquidators named thereby or, if necessary, by the Foundations Commission. Once the assets and liabilities have been determined, this global transfer shall be made to a foundation, public body or non-profit organisation with a similar purpose to that of the Abertis Foundation within the same domicile or, if this is not possible, within the same region, in accordance with current legislation and with the prior authorisation of the Foundations Commission.

The Abertis Foundation may be dissolved in any of the following cases:

  • When the Abertis Foundation’s purpose has been fully achieved.
  • When it is impossible to achieve the Abertis Foundation’s purpose.
  • The full loss of the Abertis Foundation’s assets.
  • As the result of a merger.
  • As the result of any other cause established by law.

The Board of Trustees shall be responsible for assessing whether or not the Abertis Foundation is capable of achieving its purpose and, if not, shall adopt the resolution to dissolve the Abertis Foundation by a majority of two thirds of its members, naming one or more liquidators.


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