“FUNDACIÓN ANDALUZA PARA EL TRATAMIENTO DEL DOLOR”

(Adapted to Law 10/2005, of May 31, on Foundations of the Autonomous Community of Andalusia)

CHAPTER I

GENERAL DISPOSITION

Article 1. Name and nature.

Under the name “ANDALUZA FOUNDATION FOR THE TREATMENT OF PAIN”, an organization of a foundational nature, private and private, non-profit, whose assets are permanently affected, by the will of its creators, to the realization of the purposes of general interest that are detailed in these statutes.

Article 2. Personality and capacity.

The established Foundation, once registered in the Registry of Foundations, has its own legal personality and full capacity to act, being able to carry out, consequently, all those acts that are necessary for the fulfillment of the purpose for which it has been created, subject to to what is established in the legal system.

Article 3. Regime.

The Foundation will be governed by the will of the founders expressed in the foundational deed and in these statutes, by the provisions that the Board of Trustees establishes in the interpretation and development of said will and by the laws and regulations that are applicable to them and, in particular, the Law 10/2005, of May 31, on Foundations of the Autonomous Community of Andalusia; Law 50/2002, of December 26, on Foundations and any applicable complementary or concordant regulations or provisions.

Article 4. Nationality and domicile.

The Foundation that is created has Spanish nationality.
The Foundation’s address will be at Calle Brasil nº 1-B, 1º B. 41013. Seville. The Board of Trustees may agree on the change of address, through the processing of the appropriate statutory modification in the manner provided for in current legislation.

Article 5. Scope of action.

The Foundation will mainly develop its activities in the territorial scope of the Autonomous Community of Andalusia and the Autonomous Cities of Ceuta and Melilla.

Article 6. Duration.

The Foundation that is instituted will have an indefinite temporary duration. However, if the purposes of the Foundation have been fully met or are impossible to achieve, the Board of Trustees may agree to their termination in accordance with the procedure established in current legislation and in these Statutes.

CHAPTER II

PURPOSES AND BENEFICIARIES

Article 7. Purposes. The general interest purposes of the Foundation are exclusively of a scientific-health, research, educational and charitable nature.

1. Promote and promote research on the mechanisms and syndromes of pain, as well as helping to improve the treatment of patients with pain by bringing together sectors of the scientific-health field, among other basic scientists, doctors, and other health professionals from various disciplines and areas that share an interest in research on pain and its treatment.
2. Fostering, promoting and developing teaching and research in the treatment of pain.
3. Stimulate education and learning in the field of pain.
4. Promote and favor the dissemination of information in the field of pain.
5. Disseminate the objectives of the ANDALUZA FOUNDATION FOR THE TREATMENT OF PAIN to the pertinent, administrative, health institutions and Public Administrations in general.
6. Promote the development of Pain Treatment Units in the Andalusian Autonomous Community, Ceuta and Melilla.
7. Manage the economic assets to facilitate the purposes of the Andalusian Association of Pain and Continuous Assistance.
8. And any other, related to the above that is agreed by the Foundation’s Board of Trustees.

Article 8. Activities.

In order to achieve the purposes indicated in the previous article, the Foundation may carry out as many activities as are directed directly or indirectly to this task, and among them, the following:

1. Promote medical research in the treatment of pain, providing researchers with the means of the Foundation.
   Promote activities of an informative nature, on scientific-medical advances related to the treatment of pain.
2. Propose own research projects.
   Disseminate the results of the research task and facilitate knowledge of the progress made.
3. Promote collaboration agreements with other non-profit entities, with the aim of promoting knowledge related to pain treatment.
4. Organize and sponsor scientific meetings, congresses, seminars and other similar activities whose theme is related to the treatment of pain.
5. Promote the capture of the economic resources necessary for the fulfillment of the foundational objective.
6. The list of activities is merely illustrative and non-limiting and will not imply an obligation for the Board of Trustees to attend to the development of all of them, nor does the order of their presentation imply any relationship between them.

Article 9. Freedom of action.

The Board of Trustees will have full freedom to determine the activities of the Foundation, aimed at achieving those specific objectives that, in its opinion and within the fulfillment of its purposes, are the most appropriate or convenient at all times.

Article 10. Determination of the beneficiaries.

1. The Foundation will enjoy full freedom to choose the beneficiaries of its grants, although these will be primarily aimed at natural or legal persons who, due to their research, teaching, and dissemination work in the field of pain treatment, pursue the achievement of any of the purposes of the Foundation.
2. The Board of Trustees, expressly stating this, may consider the candidate’s membership of the Andalusian Association of Pain and Continuing Care as a merit of the candidate.

Article 11. Application of the resources to the fulfillment of the ends.

1. The Foundation will allocate at least seventy percent of the income obtained and of that obtained for any other reason, deducting the expenses incurred to obtain it, and must allocate the rest to increase the foundational endowment or reserves according to the agreement of the Board of Trustees.
2. The term for the fulfillment of this obligation will be the period between the beginning of the fiscal year in which the results and income are obtained and the three years following the close of said fiscal year.
3. For the calculation of the income and income referred to in section 1 of this article, as well as for the calculation of the expenses incurred to obtain it, the rules established in article 38 of Law 10/2005, of may 31.

CHAPTER III

GOVERNMENT OF THE FOUNDATION

Article 12. Nature.

The Board of Trustees is the governing and representative body of the Foundation. It is the responsibility of the Board of Trustees, which will function in a collegiate manner, to fulfill the foundational purposes and diligently manage the assets and rights that make up the Foundation’s assets, maintaining their performance and usefulness.

Article 13. Composition.

1.-It will be made up of a minimum of twelve and a maximum of twenty-two perpetual patrons, which will be established by the Board of Trustees at any given time. They will adopt their agreements by majority in the terms established in these Statutes.

2.- Natural persons who have full capacity to act and are not disqualified from holding public office may be members of the Board of Trustees.

3.- Legal persons may form part of the Board of Trustees, and must designate the person or natural persons to represent them.

4.- Employers will exercise their position free of charge, without prejudice to the right to be reimbursed for the duly justified expenses that the position causes them in the exercise of their function.

5.-In addition, the President, Vice President, General Secretary and Treasurer of the Andalusian Association of Pain and Continuous Assistance will be Patrons for the duration of their mandate.

6.-The Patron category will be lost if three consecutive calls are not attended without justification.

7.- In any case, the rules established in article 16 of Law 10/2005, of May 31, on Foundations of the Autonomous Community of Andalusia on the composition of the Board of Trustees will be observed.

The founding patrons of this Foundation are:

Don Diego Contreras de la Fuente
Station Walk, 6. Jaen
DNI: 25879383J

Doña Rosalia de la Torre Liebanas
Ramon Carrion, 26. Malaga
DNI: 24280060H

Don Rafael Galvez Mateos
Saint John of God, 52. Granada.
DNI: 24114233K

Don Jeronimo Herrera Silva
Fernando Villalon 3, 6º F. Seville
DNI: 28341733Y

Don Francisco Linares del Rio
Carlos Haya 52.2º. 2010 Malaga.
DNI: 24707611E

Don Francisco Martinez Calderon
Gerardo Diego 1, block 3, under C. 41013. Seville
DNI: 28234452C

Don Fernando Neira Reina
H Girl 10.1ºA. 11130 Chiclana (Cadiz)
DNI: 28460487B

Don Manuel Jesus Rodriguez Lopez
Ramos Carrion, 26. Malaga.
DNI: 27193169Q

Don Joaquin Rodriguez Matallana
Brazil 1-B, 1st-B. 41013 Seville
DNI:08753460M

Amparo Rubio Andrada
Painter Espinosa 19.6º 1. 14004 Córdoba
DNI: 30196941B

Don Ramon Sierra Corcoles
Great Captain 42.1º. 14001 Cordoba
DNI: 23611631S

Don Luis Miguel Torres Morera
Cádiz Avenue 104. The Port of Santa María (Cádiz)
DNI: 28399547K

Article 14. Rules for the designation and substitution of its members.

1. The appointment of the members of the first Board of Trustees will be made by the founders and will be stated in the articles of incorporation.
2. The appointment of new members, both to complete the maximum number and to cover any vacancies that occur among the members, will be covered by a majority vote of the remaining trustees among the people who, due to their medical career, either in research, teaching, clinic etc proves, in the opinion of the Board, a professional competence in the treatment of pain.
3. The Trustees will accept their positions in the manner provided for in current legislation and their acceptance will be notified to the Protectorate and will be registered in the Registry of Foundations.
4. If a vacancy occurs, within a maximum period of two months, the Board of Trustees will proceed to appoint the person who will replace it If the vacancy belongs to an employer due to the position, the substitution will be made by the person who replaces him in the same. In both cases, the duration of the mandate will be for the time that remains until the next renewal of the Board of Trustees.

Article 15. The President.

The Trustees will elect a President from among themselves who will represent the Foundation before all kinds of people, authorities and public or private entities, convene the meetings of the Board of Trustees, preside over them, direct their debates and, where appropriate, execute the agreements , being able to carry out all kinds of acts and sign the necessary documents for this purpose together with the Secretary General. All this without prejudice to the possible delegations that he may receive from the Board of Trustees.

Article 16. The Vice President.

The Vice President will be responsible for performing the functions of the President in cases of absence, illness or the position being vacant, and may also act on behalf of the Foundation, in those cases in which it is determined by agreement of the Board of Trustees.

Article 17. The Secretary.

1. The Board of Trustees will appoint a Secretary.
2. The Secretary is responsible for certifying the agreements of the Board of Trustees, the custody of the documentation belonging to the Foundation, drawing up the minutes corresponding to the meetings of the Board of Trustees, issuing the certifications and reports that are necessary and all those that are expressly entrusted to him.
3. In the cases of illness, absence or the position being vacant, whoever the Trustees decide will act as Secretary.

Article 18. The Treasurer.

The functions of the Treasurer are:

1.- The keeping, care and control of the accounting books and other accounting documentation of the Foundation.

2.- Surveillance of income and expense budgets for the sake of strict compliance.

3.- Order the execution of the payments that proceed, at the request of the Board of Trustees.

4.- The formulation of the annual accounts.

The position of Treasurer may only be remunerated when it does not fall on a member of the Board of Trustees.

Article 19. Powers of the Board of Trustees.

The competence of the Board of Trustees extends to everything related to the government and administration of the Foundation, without exception; to the interpretation of these Statutes and to the resolution of all legal and circumstantial incidents that may occur.

With a purely enunciative and non-limiting character, the attributions and faculties of the Board of Trustees are:

1. Exercise the governance and representation of the Foundation in all kinds of relationships, acts and contracts, and before the State, Autonomous Territorial Administration, Province, Municipality, Organisms, Companies, Banks, individuals and legal entities of all kinds, national and foreign, exercising all the rights, actions and exceptions, files, claims and lawsuits are the competence or interest of the Foundation and granting the powers that it deems necessary.
2. Exercise the management, surveillance, inspection and orientation of the work of the Foundation, as well as approve its management plans and periodic programs of action of the same.
3. Interpret and develop the Statutes and, where appropriate, agree to modify them whenever it is convenient for the interests of the Foundation and the best achievement of its purposes.
4. Set the general lines on the distribution and application of the funds available among the purposes of the Foundation.
5. Appoint general or special proxies as well as their revocation.
6. Select the beneficiaries of the foundation benefits.
7. Approve the budgets, the appropriate reports, as well as the economic balances, annual accounts and other documentation that must be presented to the Protectorate.
8. Adopt agreements on the merger, extinction and liquidation of the Foundation in the cases provided by law.
9. Change the address of the Foundation within Spanish territory and agree on the opening and closing of its Delegations.
10. Delegate their powers to one or more trustees, without the approval of the accounts and the budget, the modification of the statutes, the merger, the liquidation of the Foundation, nor those acts that require the authorization of the Protectorate being able to be delegated.
11. Agree on the acts of constitution of another legal person, which must be authorized by the Protectorate, as well as those of participation or sale of shares in other legal persons whose amount exceeds twenty percent of the assets of the foundation, the increase or decrease of the endowment, and also those of merger, spin-off, global transfer of all or part of the assets and liabilities, or those of dissolution of companies or other legal entities.
12. Agree, after obtaining authorizations that may be legally necessary, the acquisition, sale and encumbrance, including mortgages, pledges or antichresis, of movable or immovable property for or by the Foundation, signing the corresponding contracts.
13. Accept the acquisition of assets or rights for the Foundation or for the fulfillment of a specific purpose of those included in the purpose of the Foundation and that do not distort it, provided that it freely estimates that the nature and amount of the assets or rights acquired is adequate or sufficient for the fulfillment of the purpose to which the same assets or rights, their income or fruits, are to be allocated, and without prejudice to the administrative authorizations that must previously and legally be obtained.
14. Arrange financial operations of all kinds with public or private entities, national and foreign, including loans and credits.
15. Decide on the acquisition and disposal of the securities that make up the Foundation’s portfolio, without prejudice to obtaining, where appropriate, the pertinent administrative authorizations.
16. Collect and receive rents, fruits, dividends, interests, profits and any other products and benefits of the assets that make up the Foundation’s assets, as well as any amounts owed to it by any title or person, natural or legal.
17. Make all the necessary payments, and those of the precise expenses to collect, manage and protect the funds that the Foundation has at all times.
18. Exercise all the rights, actions and exceptions, following through all its procedures, instances, incidents and resources as many procedures, files, claims and lawsuits as are the responsibility or interest of the Foundation, granting the powers that it deems necessary.
19. Exercise, in general, all the functions of disposition, administration, conservation, custody and defense of the assets of the Foundation, judicially or extrajudicially.
20. Dispense and freely revoke, at the proposal of the President of the Board of Trustees, the status of honorary patron of the Foundation to the people and entities in which it deems there are sufficient merits for this purpose. And, in general, how many other functions must be carried out for the administration and government of the Foundation, with submission in all case, to legal requirements. In accordance with the provisions of these Statutes, the execution of the agreements of the Board of Trustees will correspond to the President, without prejudice to the fact that in said agreements another or other trustees may be expressly designated.
21. The Board of Trustees may appoint other executive and administrative positions of the Foundation and confer power of attorney to any person, except for those functions that are considered non-delegable.

Article 20. Obligations of the Board of Trustees.

In its actions, the Board of Trustees must comply with the provisions of current legislation and the will of the founder expressed in these Statutes.

It is the responsibility of the Board of Trustees to fulfill the foundational purposes and manage the goods and rights that make up the Foundation’s assets, fully maintaining their performance and usefulness.

Article 21. Obligations of employers.

The obligations of employers are:

• Comply and faithfully enforce the foundational purposes.
• Manage the assets and rights that make up the foundation’s assets, fully maintaining their performance, usefulness and productivity, according to the economic-financial criteria of a good manager.
• Carry out the position with the diligence of a loyal representative.
• Attend the meetings of the Board of Trustees and ensure the legality of the agreements adopted therein.
• Carry out the necessary acts for the registration of the foundation in the Registry of Foundations of Andalusia.

Article 22. Liability of employers.

The responsibility of employers in the exercise of their duties shall be governed by the provisions of articles 24 and 25 of Law 10/2005, of May 31, on Foundations of the Autonomous Community of Andalusia.

The employers will respond jointly and severally to the foundation for the damages caused by acts contrary to the law or the Statutes or by those carried out without the diligence with which they must perform their duties, being exempt from liability in the cases regulated in article 25.2 of Law 10/2005, of May 31, on Foundations of the Autonomous Community of Andalusia.

Article 23. Cessation and suspension.

The cessation and suspension of the Trustees will take place in the cases foreseen by law, and must be registered in the Registry of Foundations.

The following are causes for termination of trustees, and will give rise to their substitution by others of new appointment:

1.- Termination of their term of office, if it is not extended, if they were appointed for a specific period of time, or by agreement of the Board of Trustees.

2.- Death or declaration of death.

3.- The physical impossibility for the performance of the position.

4.- The expressive judicial resolution that the employer has not acted with the diligence required of a loyal representative or that he accepts the action of responsibility exercised against him by the Foundation, or, on his behalf, by the Protectorate.

5.- Resignation of the status of employer, once it has been formally notified to the Protectorate.

6.- The supervening legal incompatibility for the performance of the position of employer.

Article 24. Form of deliberation and adoption of agreements.

1. The Board of Trustees will meet at least twice a year, once within each calendar semester and, in addition, as many times as necessary for the smooth running of the Foundation. It is up to the President to convene its meetings, either on his own initiative, or when requested by a third of its members.
2. The call will be processed by the Secretary and will be sent to each of the members, at least, fifteen days before the date of its celebration, using a means that allows a record of its reception. The call will indicate the place, date and time of the meeting, as well as the agenda. No prior call will be required when all the trustees are present and unanimously agree to hold the meeting.
3. The Board of Trustees will be validly constituted when, at first call, at least half plus one of its members attend; and on second call whatever the number of attendees equal to or greater than three. The circumstantial absence of the President will be replaced by the Vice President and in his absence, by the oldest employer, and that of the Secretary by the youngest employer.
4. The agreements of the Board of Trustees will be approved by majority vote. The corresponding Minutes of the Board meetings will be drawn up by the Secretary, which must be signed by all the members present and approved at the same or following meeting. Once approved, it will be transcribed into the corresponding minute book and signed by the Secretary with the approval of the President.

CHAPTER IV

ECONOMIC SYSTEM

Article 25. Patrimony.

1. The patrimony of the Foundation is made up of all kinds of goods, rights and obligations susceptible of economic valuation that make up the endowment as well as those that the Foundation acquires after its constitution, whether or not they are affected by the endowment.
2. The Foundation must appear as the owner of all the assets and rights that are part of its assets, which must be included in its annual inventory carried out in accordance with the accounting regulations applicable to non-profit entities.
3. The Board of Trustees will promote, under its responsibility, the registration in the name of the Foundation of the goods and rights that make up its assets in the Registry of Andalusian Foundations and in the corresponding public registries.

Both must appear in the name of the Foundation and appear in its Inventory, in the Registry of Foundations and in the other corresponding public registries.

Article 26. Financing.

The Foundation, for the development of its activities, will be financed with the resources that come from the performance of its assets and, where appropriate, with those from the aid, subsidies or donations that it receives from people or entities, both public and private. .

Likewise, the Foundation may obtain income for the activities they carry out or the services they provide to their beneficiaries, provided that this is not contrary to the foundation’s will, does not imply an unjustified limitation of the scope of its possible beneficiaries and does not distort the general interest of the purpose of the foundation or the non-profit nature of the entity.

Article 27. Administration.

The Board of Trustees is empowered to make the necessary changes in the composition of the Foundation’s assets, in accordance with what is advised by the economic situation at any given time and without prejudice to requesting the proper authorization or proceeding to the appropriate communication to the Protectorate.

Article 28. Financial system.

The financial year will coincide with the calendar year.

The Foundation will keep an orderly and appropriate accounting for its activity that allows a chronological follow-up of the operations carried out. For this, it will necessarily keep a Daily Book and a Book of Inventories and Annual Accounts, in addition to those determined by current legislation, and those deemed appropriate for the good order and development of its activities.

In the economic-financial management, the Foundation will adjust to the general principles and criteria determined in the current regulations.

Article 29. Accounting.

1. The Board of Trustees will prepare, in reference to the previous financial year, the annual accounts, including the balance sheet, the income statement and the report. The annual accounts will be drawn up and will have the content established in article 34 of Law 10/2005, of May 31, on Foundations of the Autonomous Community of Andalusia.
2. The annual accounts will be approved by the Board of Trustees within six months following the closing date of the financial year, and will be signed by the secretary with the approval of the president.
3. The annual accounts will be submitted to the Protectorate within a period of twenty business days, counting from their approval by the Board of Trustees, accompanied, where appropriate, by the audit report.

Article 30. Patrimonial inventory

The Board of Trustees of the foundation will prepare in each year and referring to the previous financial year, the inventory of the patrimonial elements, in which the valuation of the assets and rights of the foundation that are part of its balance sheet is stated -distinguishing the different assets, rights and obligations and other items that compose it- as well as the liquidation of the budget of income and expenses of the previous fiscal year.

The inventory of assets will be sent to the Protectorate together with the annual accounts.

Article 31. Action plan

The Board of Trustees will prepare and send to the protectorate, in the last quarter of each financial year, an action plan, in which the objectives and activities that are planned to be carried out during the following financial year are reflected.

CHAPTER V

MODIFICATION, MERGER AND EXTINCTION

Article 32. Modification.

1. The Board of Trustees may modify these Statutes whenever it is convenient for the interests of the Foundation. In any case, the Statutes will proceed to be modified when the circumstances that presided over the constitution of the Foundation have changed in such a way that it cannot act satisfactorily in accordance with the Statutes in force, unless the founder has foreseen for this assumption the extinction of the foundation.
2. For the adoption of agreements to modify the bylaws, the favorable vote of at least half plus one of the members of the Board of Trustees will be required.
3. The modification or new wording of the Statutes agreed by the Board of Trustees will be communicated to the Protectorate, will be formalized in a public deed and will be registered in the Registry of Foundations.

Article 33. Fusion.

The Foundation may merge with one or more other foundations, prior agreement of the respective Boards of Trustees.

For the merger of the Foundation with another, the provisions of article 41 of Law 10/2005, of May 31, on Foundations of the Autonomous Community of Andalusia will be followed.

The merger agreement must be approved with the favorable vote of at least half plus one of the members of the Board of Trustees, and must be communicated to the Protectorate; It will be formalized in a public deed and will be registered in the Registry of Foundations.

Article 34. Termination.

When any of the causes provided for in article 42 of Law 10/2005, of May 31, on Foundations of the Autonomous Community of Andalusia concur, the Board of Trustees may agree to its extinction by a simple majority of its members, proceeding in the manner provided for in article 43 of the aforementioned Law.

Article 35. Settlement and award of assets.

1. The extinction of the Foundation will determine the opening of the liquidation procedure that will be carried out by the Board of Trustees under the control of the Protectorate.
2. The assets and rights resulting from the liquidation will be allocated by the Board of Trustees to the “Andalusian Association of Pain and Continuous Assistance.” It corresponds to the Board of Trustees to designate the receiving entities of these goods.
3. In the event that the aforementioned entity does not exist, the resulting goods and rights will be allocated to one or more non-profit entities that pursue general interest purposes similar to those carried out by the Foundation while it existed and that, complying with the legal requirements to accept such succession, actually accept it.