CHAPTER I: CREATION OF THE EMLTD FOUNDATION
Article 1. Name, nature, registered office and scope
A non-profit foundation is hereby established under the name of The European and Mediterranean League against Thrombotic Diseases EMLTD FOUNDATION (in further text EMLTD FOUNDATION), with its own independent legal personality, having full legal capacity as well as its own capital, which has been permanently pledged to pursuing the services of general interest that are set out hereunder.
The EMLTD FOUNDATION shall be governed according to the will of the founder as is set out in these Bylaws and the rules that are expressly laid down by its Board of trustees (in further text Patronate) in the interpretation and development of the founder's will.
The Patronate may, however, freely agree to transfer the registered office by notifying forthwith such an agreement to the Protectorate of Foundations and registering the transfer in the Register of Foundations.
The territorial area in which the EMLTD FOUNDATION is to carry out its activities comprises the entire territory of Spain as well as the countries belonging to the Mediterranean area (geographically, historically and culturally) and at the discretion of the Patronate, the said territorial scope area shall be extended to other areas and/or countries.
Article 2. Legal personality, commencement of activities and duration
The EMLTD FOUNDATION shall have legal personality once the public deed recording the creation thereof has been registered in the pertinent Register of Foundations and henceforth, it shall commence its activities.
The EMLTD FOUNDATION is set up for an open-ended term. Should, however, the aims of the EMLTD FOUNDATION be deemed to be fulfilled or should they be impossible to achieve, the Patronate may agree to the dissolution thereof in accordance with what is set out in the applicable laws in force and in article 29 hereunder.
The EMLTD FOUNDATION shall enjoy all the procedural privileges and tax benefits conferred thereon by the applicable laws in force at any time since in the fulfilment of its activity, it does not pursue any lucrative end.
CHAPTER II: AIMS AND BENEFICIARIES OF THE EMLTD FOUNDATION
Article 3. Objectives
The objectives of this EMLTD FOUNDATION are the general interest of cooperation to human, social and health development in promoting the knowledge and practice in the prevention and treatment of atherothromobosis and arterial and venous thromboembolic diseases, the primary cause of death in the world, and mainly to generate new scientific knowledge in these fields fostering scientific research and dissemination thereof cooperating, as well, with the common aims of the EMLTD.
Article 4. Activities
In the fulfilment of the aims stated in the foregoing article, the EMLTD FOUNDATION shall carry out the activities which, by way of illustration and not by way of limitation, are listed below:
- It shall bring together specialists in internal Medicine, Haematology, Cardiology, Surgery, Angiology, Neurology, Pediatrics, Gynecology, Clinical Laboratory, Vascular Biology, Nursing and Health Sciences who are interested in a multi-disciplinary approach in the study of the origin and causes of atherothrombotic and thromboembolic diseases (heart attack, strokes, peripheral arterial atherothrombotic diseases, venous thrombosis and pulmonary embolism) as well as their diagnosis, prophylaxis and treatment and also treatment of possible haemorrhagic complications to avoid deaths and life-long
- It shall actively foster scientific research in the field of atherothrombotic and thromboembolic diseases in collaboration with the members of The European and Mediterranean League against Thrombotic Diseases (hereinafter EMLTD Association). The objective of the foregoing is to establish the Ethiopathology, Diagnosis of Acquired Haemorrhagic Complications and any other complications, Standardisation, Preventive and Curative Treatment, Epidemiology, Acquired and Congenital Risk Factors, new Analytical Methods of Vascular Biology and finally the physical and social rehabilitation of patients affected with
- For the purpose thereof, the EMLTD FOUNDATION shall support the EMLTD Association with the periodic organisation, in Spain or in the countries of the Mediterranean area, of Congresses on Thrombosis (held every two years, generally on a rotational basis), Educational Courses, Conferences, Working Meetings, Symposia and Work Group Networks in the field of Thrombosis, and it shall promote the dissemination thereof in the official Journal of the EMLTD Association (Pathophysiology of Haemostasis and Thrombosis, PHT in further text) and other Journals dealing with related subjects, and through the EMLTD FOUNDATION Web Page (www.medleague-thrombosis.org). It will take also other actions to reach its objectives.
Furthermore, this will foster collaboration with other National or International independent scientific or social organizations or institutions that can help achieve the aims of the EMLTD FOUNDATION.
- It may award grants, aids and prizes for the research in the field of Atherothrombotic and Tromboembolic Diseases. NeitherPatrons nor their relatives and collaborators will have preference conditions, and in the case of conflict of interests, concerned Patrons will have neither voice nor vote.
- It shall be able to cooperate with any individual or juridical person engaged in the production of instrumental, diagnosis and biological therapies, or drug therapies for the diagnosis and treatment of Atherothrombosis and arterial or venous Thromboembolic disease and its complications, always in complete intellectual independance.
- The Patronate shall have full freedom to determine the activities of the EMLTD FOUNDATION for the purpose of achieving the objectives thereof, which at its discretion and within the stated aims, are the most appropriate at any times.
Article 5. Beneficiaries
He aim of the FOUNDATION is intended for all EMLTD Association members, the entire scientific community, patients who are affected -- currently or in the future-- by thromboembolic disease and atherothrombosis, through the Societies to which they belong throughout the Mediterranean area, as well as to all citizens of the countries included in the area.
On determining the beneficiaries of the activity of the EMLTD FOUNDATION, the Patronate shall act according to the criteria of impartiality, non-discrimination and solidarity.
Article 6. Application of resources to achieve objectives
The EMLTD FOUNDATION shall efficiently designate the capital and income thereof to the achievement of its objectives, (which are the same as those of the EMLTD Association).
At least the legal percentage (now 70 per cent) of the profit deriving from the economic operations or third party donations and the income deriving from any other source, less the expenses incurred to obtain the said income, shall be designated to the aims of the EMLTD FOUNDATION and the remaining income shall be designated to increase either the provisions or the reserves in accordance with the agreement of the Patronate in the terms provided for by the applicable Law currently in force.
The time frame for compliance with this obligation shall run from the commencement of the financial year in which the said income is obtained to the year-end close of the fourth year subsequent thereto.
Article 7. Information
The Patronate shall provide sufficient and accurate information on the aims and activities of the EMLTD FOUNDATION such that they are understood by the possible Beneficiaries, Benefactors and Sponsors of the EMLTD FOUNDATION, Academic Institutions and other private and public bodies as well as other interested parties across the web page of the EMLTD FOUNDATION, its official Journal PHT and other related media.
CHAPTER III: GOVERNING BODY OF THE EMLTD FOUNDATION
Article 8. The Patronate
The EMLTD FOUNDATION shall be run, administered and represented by the Patronate, which shall have the amplest of powers with respect thereto. It shall also be competent in any matter related to the interpretation of these Bylaws and the resolution of any incidents that might arise in the operation of the EMLTD FOUNDATION.
It shall fall on the Patronate to fulfil the aims of the EMLTD FOUNDATION and to diligently administer the property and rights including the capital of the EMLTD FOUNDATION while preserving and conserving the return and use of the same.
The Patronate shall exercise its function with supremacy and independence without intervention, authorisation, audit or approval of any type and any acts on the part thereof shall be definitively unappeasable, without prejudice to apply for necessary authorizations by the Protectorate.
For a more effective operation of the EMLTD FOUNDATION, the Board of Trustees will constitute an Executive Committee among its members. This Executive Committee shall consist of a President, a Vice-president, a Secretary, a Treasurer and 2 board members and shall have all the powers, except those that are not assignable as set forth in Art. 16 of the Foundation Law 50/2002, on 26 December.
Article 9. Structure of the Patronate
The Patronate shall be comprised of at least 3 and not more than 16 Patrons, who shall adopt their agreements by majority vote under the terms, set out hereunder.
Individual persons who have the legal capacity to act and are not ineligible for the exercise of public posts may be members of the Patronate.
Juridical entities may form part of the Patronate and shall designate the individual person or persons who shall represent them therein.
The Patrons shall exercise their posts gratuitously without prejudice to their right to a reimbursement of duly justified expenses deriving from the exercise of their functions.
The Patronate shall by composed by a President, a Vice-President, a Secretary, a Treasurer and Vocals.
Article 10. Rules governing the appointment and substitution of Patronate Members
Members of the first foundational Patronate shall be appointed by the Executive Board of EMLTD Association, and it shall be recorded in the public deed of incorporation thereof. The said Patrons shall be called EMLTD Founder Patrons and shall act as Patrons for a period of 4 5
years, which can be renewed for second period of 4 years more. After this time has elapsed, and upon approval of the Patronate, they will able to form part of the Honorary Council of the EMLTD FOUNDATION.
In the absence of one of the foundational members, the members of the Patronate shall appoint a new Patron by majority vote in accordance with the manner set out in article 20 hereunder.
EMLTD Association's General Secretary shall be ex officio a EMLTD FOUNDATION's Patron.
New Patrons shall be proposed by the Patronate when the latter deems necessary, and they shall be appointed for a minimum term of 4 years, which shall be renewable for another 4 years, taking into account proposals made by the Executive Board and the Mediterranean Council.
The Patrons shall accept their posts in accordance with the provisions of the applicable Laws currently in force and their acceptance shall be formally notified to the Protectorate and shall be registered in the Register of Foundations.
Trustees who shall resign for any reason from their position before the established period, shall be replaced, prior agreement of the Board. The new Board shall hold office for the time period that the previous Board would have to end its previous position and may be reelected for another 4 years.
The office of Patron taken up by an individual person shall be exercised personally except where Patrons have been appointed by reason of its office, in which case they may be replaced by the person who may substitute them by law or whom the office holder authorises in written form.
Article 11. President of the Patronate
The Patrons shall appoint, by agreement, among the members of the Patronate, the President of the EMLTD FOUNDATION, conferring upon him the following powers: to represent the EMLTD FOUNDATION before all types of persons, authorities and private and public bodies, to convene and chair Patronate meetings, to direct the debates and, if necessary, to execute the agreements adopted therein, being authorised to carry out all kinds of acts and sign all such documents as are necessary for the purpose thereof.
The President of the EMLTD FOUNDATION shall have the casting vote to decide on any draw that might arise from the voting of the Patronate.
His nomination shall last a period of four years, which can be renewed for a second period of four years more
Article 12. Vice-President of Patronate
The Patronate shall appoint, by agreement, among the members of the Patronate, the Vice-President thereof, who shall substitute the President of the EMLTD FOUNDATION in the event of his resignation, absence or illness and shall also substitute him in any acts and functions for which he may be duly delegated by the President of the EMLTD FOUNDATION
His nomination shall last a period of four years, which can be renewed for a second period of four years more
Article 13. Secretary of the Patronate
The secretary of the EMLTD FOUNDATION shall be the General Secretary of the EMLTD Association. The said office shall if possible be held by a person of Spanish nationality, whose mother language is Spanish in order to best comply with the obligations set out by Spanish law.
The secretary shall certify the resolutions taken by the Patronate, safeguard all the documents pertaining to the EMLTD FOUNDATION, take the minutes of the board meetings, issue all such certificates and reports as are necessary and carry out any other tasks with which he/she is expressly entrusted. In cases of illness, absence or resignation, one member of the Patronate with a good knowledge of Spanish Language shall exercise the functions of secretary.
The nomination of the EMLTD FOUNDATION Secretary will be the same as the General Secretary of the EMLTD Association.
Article 14. Patronate's Treasurer
Patrons shall appoint, by agreement, among the members of the Patronate, the Treasurer who will be responsible for collecting and keeping EMLTD FOUNDATION funds, making and signing of income-outcome balance, as well as showing and keeping files and accountability proofs and documents.
His nomination will last a period of four years, which can be renewed for a second period of four years more.
Article 15. Patronate's Members (Vocals)
Trustees who are members of the Board as vocals shall hold office and represent the Foundation in any specific matters entrusted to them by agreement of the Board, or that the President of the Foundation shall expressly assign to them.
Trustees who are members of the Board as vocals, shall be nominated for a period of 4 years, renewable for a second period of 4 years.
Article 16: Attributes and powers of the Patronate
Without prejudice to the authorisation of the Protectorate, the Patronate shall be granted the attributes and powers which, by way of illustration and not by limitation, are listed as follows:
To exercise all the functions concerning the governance, administration, management, preservation and conservation and defence of the assets of the EMLTD FOUNDATION in compliance with the aims and objectives thereof as well as to fully represent the EMLTD FOUNDATION in all types of relations, acts and agreements before the Spanish State and other States, autonomous communities, including provincial and municipal government 7
institutions, agencies, offices, bodies, tribunals, magistracies, corporations, companies, individual and legal persons, filing all such rights, suits and pleas while following all the procedures, petitions, pleas, appeals, proceedings, enquiries, claims and hearings that concern the EMLTD FOUNDATION, and for the purpose thereof, conferring upon it all such powers as are deemed fitting.
To interpret and develop the Bylaws, and if necessary, to agree on the amendment thereto provided that such amendment serves the best interests of the EMLTD FOUNDATION and the achievement of its aims.
To set the general lines to generate, acquire and accept the assets and rights that are necessary for the achievement of its aim as well as for the subsequent application and allocation of the funds available to finance the aims of the EMLTD FOUNDATION.
To represent the EMLTD FOUNDATION in all types of acts and agreements for the acquisition, possession, administration, sale and encumbrance of all types of moveable and immoveable property including the creation, modification and cancellation, either partial or total, of mortgages, redemption and settlement of real property rights and other acts of disposal. For the purpose of carrying out these acts and legal transactions, the Patronate shall be exempt from applying for authorisation from any authority or body, except in the event that it is legally bound to do so.
To collect and receive the income, benefits, dividends, interest, earnings and any other product or benefit that might derive from the activities of the EMLTD FOUNDATION and of its capital or from the revenue obtained from the development of its aims, while subscribing agreements with banks or any other credit institutions including the Bank of Spain and the branches thereof.
To pay all such expenses that are necessary for the right functioning of EMLTD FOUNDATION, including the running costs for the purpose of collecting, administering and safeguarding the funds that are at the disposal of the EMLTD FOUNDATION whenever required.
To lay down the rules and apply the regulations when it is deemed necessary for the better operation and development of the foundational aim and the progress of the EMLTD FOUNDATION without limit excepting the limits set out hereunder and by Spanish law.
To designate the personnel ascribed to the EMLTD FOUNDATION and to lay down the rules for its cessation.
To appoint, if necessary a Director and/or Manager of the EMLTD FOUNDATION to coordinate all the activities and services of the institution and to implement the rules that are laid down by the Patronate as efficiently as possible. The Director and/or Manager shall be remunerated according to agreement with the Patronate and to current Spanish regulations.
To delegate its powers on one or more of its members and to appoint both general and special attorneys having joint and several functions and responsibilities. On no account shall delegate the approval of the accounts, the drafting of the budget, the disposal or encumbrance of immovable property or unlisted marketable securities or any other act that might require the authorisation and approval of the Protectorate be delegated.
To lay down and amend the Internal Governing Rules and to control the progress of all the services and activities of the EMLTD FOUNDATION, setting out the operational rules thereof and the prices to be charged for the said services and activities.
To select the beneficiaries of the EMLTD foundational aids.
To approve the action plan and the annual accounts that are to be submitted to the Protectorate.
To agree on the opening and closing of its Local Offices.
To pass resolutions on the dissolution or merger of the EMLTD FOUNDATION should it prove impossible to meet the objectives thereof.
To fulfil the aims of the EMLTD FOUNDATION at all times and in general, to exercise the other powers that are attributed to the Patronate in its capacity as the supreme governing and representative body of the EMLTD FOUNDATION.
To create, if it is deemed necessary, the BOARD OF SPONSORS of the EMLTD FOUNDATION.
To create, if it is deemed necessary, the ADVISORY BOARD of the EMLTD FOUNDATION.
To create, if it is deemed necessary, the HONOUR BOARD of the EMLTD FOUNDATION.
Article 17. Obligations of the Patronate
In its actions the Patronate shall abide by the provisions of the applicable laws in force and the will of the founder that is expressed hereunder.
The Patrons are obliged to ensure that there is strict compliance with the EMLTD FOUNDATION's mission in accordance with the provisions of the Bylaws hereunder, to maintain the property and rights that constitute the EMLTD FOUNDATION's capital, making it fully productive in accordance with financial criteria and the economic circumstances and to exercise the office with the diligence of a loyal director, pursuant to the Law and the Bylaws that are set out hereunder.
Article 18. Liability of the Patronate's members
The Patrons shall exercise their office with the diligence of a loyal representative.
The Patrons shall be jointly responsible versus the EMLTD FOUNDATION for any damages they might cause deriving from acts that are contrary to the law or the Bylaws set out hereunder or from acts carried out without the diligence with which they should exercise the office.
Exempt from liability shall be those who have voted against such a resolution and those who prove that not having voted in favour thereof, were unaware of its existence and did everything possible to avoid the damages or at least expressly opposed the said resolution.
The Patrons shall attend the meetings to which they have been called and in the performance of their duties shall comply with what is set out in the applicable legal provisions in force and the Bylaws hereunder.
Article 19. Cessation and suspension of Patronate's Members
The cessation and suspension of the Patronate's Members of the EMLTD FOUNDATION shall be produced in the cases set out under arts. 17, 2), 18, 29 and 35, 2) of Law 50/2002, the Spanish Foundations law of 26th December 2002.
Patronate's Members may stand down from their office in accordance with any of the means and procedures that are set out for the acceptance thereof.
The replacement, cessation and suspension of the Patronate's Members shall be registered in the pertinent Register of Foundations.
Article 20. Form of deliberating and passing proposals.
The Board of Trustees, or eventually the Executive Committee, shall met at least twice a year, and as often as required, for the smooth operation of the Foundation. The President shall summon the meetings of the Board at his own initiative, or when requested by at least one third of its members.
Notice of the meeting shall be sent to each of the members at least fifteen days prior thereto by a medium that leaves record of its reception of the said notice. The venue, date and time of the meeting as well as the agenda thereof shall be indicated in the said notice.
Prior notice of the meeting shall not be necessary if all the Patronate's members are present and unanimously agree to hold the said meeting.
The Board of Trustees, or eventually the Executive Committee, will be validly constituted when at least half plus one of its members are present.
The proposals of the Patronate, once it is correctly convened and set up, shall be adopted by a majority vote of those present unless a greater majority is required by the Bylaws hereunder or the applicable Law currently in force.
The Secretary shall take the minutes of the meeting, which shall be submitted for the approval of all the members present therein. The said minutes shall be transcribed in the corresponding Minute Book and shall be signed by the Secretary and countersigned by the President
The office of Patronate's Member that is held by an individual person shall be personally exercised although he/she may delegate another Member to act for and on his/her behalf. This delegation shall always be on a one-off basis and the Patron so delegated shall act in accordance with the written instructions, if any, of the represented member.
CHAPTER IV: BODIES FOR THE MEDITERRANEAN COUNTRIES
Article 21. Mediterranean Council
In order to support the development, organization, operation and performance of the EMLTD Association's scientific activities, the Board of Trustees has created the Mediterranean Committee that consists of:
Members of the Executive Boards of the EMLTD Association and of the EMLTD FOUNDATION
Two members of the Honorary Board of the EMLTD Association appointed by the afore-stated Board's members.
Two members of the Council of Countries of the EMLTD Association, which shall be appointed by the said Council members
The President of the Educational Committee of the EMLTD Association.
Two members of the International Scientific Committee of the EMLTD Association, who shall be appointed by the said Scientific Committee members
The office of the members of the Mediterranean Council shall have a minimum term of 4 years.
Article 22. The Board of Sponsors
Sponsors of the EMLTD FOUNDATION shall be considered to be individual or legal persons or private and public institutions which, with their contributions of a financial and other nature, collaborate in a notable, extraordinary manner in the preservation and conservation, promotion and development of the activities of the EMLTD FOUNDATION and its missions, thus enabling a greater dissemination of the aims of the EMLTD FOUNDATION as well as permitting that the aid deriving therefrom reaches the largest number possible of beneficiaries, groups and individuals from all the countries of the Mediterranean area.
The Patronate , in acknowledgement of the level of collaboration provided, may confer on the sponsors the following types of membership: Platinum, Golden and Silver.
When at the discretion of the Patronate there are a sufficient number of Sponsors, it may create the Board of Sponsors. This Board, in addition to the functions that are assigned thereto, shall have an advisory, consultative function, on any matters that are brought to its attention by the Patronate .
Article 23. Rights of the Members of the Mediterranean Council and the Board of Sponsors
Both the Mediterranean Council and the Board of Sponsors may appoint 2 members from each body to attend the meetings of the Patronate , at which they may speak but not vote, when they are invited by the Patronate to attend or apply to the Patronate for attending to its Meeting.
CHAPTER V: ECONOMIC SYSTEM OF THE EMLTD FOUNDATION
Article 24. Capital
The capital of the EMLTD FOUNDATION consists of all the assets, rights and obligations that may have an economic value which include the endowment, as well as the assets, rights and obligations that the EMLTD FOUNDATION may acquire subsequent to the creation thereof, whether or not they are pledged to the endowment.
The assets and income of the EMLTD FOUNDATION are understood to be pledged and ascribed directly to the fulfilment of the aims of the EMLTD FOUNDATION.
The EMLTD FOUNDATION shall be the holder of all the assets and rights comprising its capital, which shall be recorded in its annual inventory.
The Patronate shall be responsible for the registration under the name of the EMLTD FOUNDATION of the assets and rights comprising its capital in the pertinent public Registers.
Article 25. Financing
For the development of its activities, the EMLTD FOUNDATION shall be financed with resources deriving from its capital yield, or eventually from activities of the EMLTD Association and from other resources deriving from any aids, grants or donations received from public and private persons or institutions.
The EMLTD FOUNDATION may also obtain income from its activities provided that this does not involve an unjustified limitation to the scope of its possible beneficiaries.
The Patronate shall be empowered to make the necessary variations in the composition of the EMLTD FOUNDATION's capital in accordance with the current economic trend notwithstanding its obligation to request the due authorisation from or to timely notify the Protectorate thereof.
The financial year shall coincide with the calendar year.
The EMLTD FOUNDATION shall keep correct, orderly accounting records of its activity, which shall permit a chronological follow-up of the operations carried out. For the purpose thereof, it shall of necessity keep a Daybook and a Book of Inventories and Annual Accounts and all such other books as by obligation must be kept by the applicable law currently in force.
In matters of economic-financial management, the EMLTD FOUNDATION shall be governed by the principles and accounting criteria that are set out in the current regulations thereon.
Article 26. Actions Plan and Rendering of Accounts
The annual accounts shall be approved by the EMLTD FOUNDATION's Patronate within no more than six months of the year-end close, and shall be submitted to the Protectorate within ten working days subsequent to the approval thereof. 12
In the last quarter of each financial year, the Patronate shall compile and send to the Protectorate a Plan in which is reflected the objectives and activities that are expected to be developed over the coming financial year.
CHAPTER VI: AMENDMENT, MERGER AND DISSOLUTION
Article 27. Amendment
The Patronate may amend these Bylaws whenever it may serve the interests of the EMLTD FOUNDATION. In any case, the Bylaws shall be amended when the circumstances prevailing at the time of creating the EMLTD FOUNDATION have changed such that the said EMLTD FOUNDATION may no longer act satisfactorily in accordance with the Bylaws in force.
To pass resolutions on the amendment of the Bylaws, a quorum of at least two thirds of the members of the Patronate shall be required.
Any amendment or redrafting of the Bylaws agreed by the Patronate shall be notified to the Protectorate and shall of necessity be executed in a public deed and registered in the corresponding Register of Foundations.
Article 28. Merger
The Patronate of the EMLTD FOUNDATION may agree whenever it serves the interests thereof to merge with another Foundation that shares the same mission. The merger which shall require the agreement of both Boards of Patrons in question shall be notified to the Protectorate.
The merger agreement shall be approved with a vote in favour of at least three quarters of the members of the Patronate. The merger shall be executed in a public deed and shall be registered in the corresponding Register of Foundations.
Article 29. Dissolution
The EMLTD FOUNDATION shall be dissolved for the reasons that are set out by the applicable laws in force in accordance with the procedures set out therein.
The dissolution of the EMLTD FOUNDATION shall give rise to the opening of a liquidation process, which shall be carried out by the Patronate under the supervision of the Protectorate.
The total amount of assets and rights deriving from the liquidation shall be designated to foundations or private non-profit institutions that pursue services of general interest similar to the ones pursued by the EMLTD FOUNDATION and that have pledged their assets, also in the event of the dissolution thereof, to the achievement of the said aims, and that are deemed to be beneficiary institutions of the Sponsorship (Mecenazgo) in accordance with the articles 16 to 25 of the Law 49/2002, of December 23rd, dealing on the Tax Regimen of Entities without Lucrative aims, and on Tax Incentives to Sponsorship. The Patronate is expressly authorised to carry out the said operation.