Chapter I. Constitution of the Foundation
1. The foundation shall be called the “FUNDACIÓN CEPSA” hereinafter, the Foundation. The Foundation is a public interest and non-profit organization whose equity is permanently committed to attaining the objectives of general interest listed in Article 4 of these By-Laws. The founder is COMPAÑÍA ESPAÑOLA DE PETRÓLEOS S.A.U. and in this regard the aforementioned general purposes of the Foundation have been established taking into account the basic principles of Cepsa’s Social Action Policy.
2. The Foundation is of Spanish nationality and its registered address is Paseo de la Castellana 259-A, Torre Cepsa, 28046 Madrid.
The Board may transfer the Foundation’s registered address to any other location in the country, by appropriately amending the By-Laws and subsequently informing the Foundation's Commission. To better fulfill the purposes of the Foundation, the Board may also open offices and create branches in other cities in Spain or abroad.
3. The Foundation shall carry out its activities throughout the whole of Spanish national territory, as well as abroad.
The Foundation is established for an indefinite period. However, if at any time the purposes of the Foundation may be considered as having been accomplished, or become impossible to accomplish, the Board may agree to wind it up.
The Foundation is governed by the will of the founder as set forth in the founding deed, by these By-Laws, by Internal Regulations that may be approved in the future and by the applicable legal provisions.
Chapter II. Purpose of the Foundation
The Foundation pursues purposes of general interest to the communities in which the founder operates, and these are of a social, cultural, environmental, scientific and educational nature, as well as in relation to the promotion of grassroots sport.
1. Social Area:
2. Cultural Area:
3. Environmental Area:
4. Scientific & Educational Area:
5. Sports Area:
To fulfill its purposes, the Foundation may carry out, among others, the following activities:
- Build or improve community health, education and sports infrastructure and amenities.
- Conduct information campaigns or collaborate on promoting health and preventing disease.
- Collaborate on projects to facilitate access to energy, water and sanitation.
- Take part in the implementation of socially and environmentally sustainable community production initiatives
- Collaborate in the technological improvement of agricultural and livestock production.
- Contribute financially, with professional volunteers from the organization or otherwise to the development of third-party social projects.
- Carry out patronage.
- Support the design and implementation of programs and projects to preserve and restore artistic and historical heritage.
- Take part in programs to preserve and disseminate the culture, customs and traditions of local communities.
- Contribute to conducting artistic and cultural training programs in music, the visual arts, dance and the like.
- Promote actions to inform, train and create awareness among people to respect and preserve the natural environment.
- Take part in environmental programs and projects to preserve and recover ecosystems, habitats and species.
- Develop the Foundation’s own activities, or in partnership, to boost training, and the acquisition of knowledge and skills among the Foundation’s target groups.
- Support scientific research initiatives developed by schools and universities.
- Grant awards, scholarships and study and research grants.
- Build partnerships with educational institutions to strengthen educators’ competencies.
- Publish and finance publications that contribute to achieving the Foundation's goals.
- Promote, take part in and finance courses, conferences, symposia, seminars and round tables.
- Promote or create sports schools or clubs.
- Support initiatives such as sports tournaments or championships
- Carry out any other activities that, in the Board’s opinion, enable compliance with the foundational purposes.
The Foundation’s purposes may be achieved in the following ways, but without being limited thereto:
- By the Foundation directly, in its own or third-party facilities.
- By creating or cooperating in the creation of other associations, foundations or corporations, in accordance with the provisions of current legislation.
- By taking part in or collaborating in the development of activities with other entities, organizations, institutions or natural and legal persons of any kind, that in any way can further the purposes pursued by the Foundation, in accordance with the provisions of law.
Chapter III. Basic regulations for applying resources to achieve the purposes of the Foundation and for determining beneficiaries
Regarding the destination of income and revenue and beneficiaries, the Foundation shall be governed by the applicable legal provisions.
On the exercise of the Foundation’s Activities:
The Foundation shall be free to address its actions towards activities which, in the opinion of the Board and within the framework of its purpose, are the most suitable to satisfy the latter at each moment in time.
On the form action may take:
The Foundation shall enjoy full freedom to choose the beneficiaries of their contributions, grants and/or aid. Consequently, no one, either individually or collectively, can lodge a claim against the Foundation or its Governing and Management Bodies to receive said benefits, or impose their assignment to certain people.
On achieving its purposes; Beneficiaries; Application of Resources:
The Foundation will achieve its purposes through its own individual activity, or in partnership and collaboration, in any of the forms permitted by law, with other foundations, individuals or legal entities, partnerships and entities in general, whether public and private, Spanish or foreign, with no limitations except those of current legislation.
The founding purposes of the Foundation shall be addressed generically to communities of people, individuals and / or legal entities, in which the Foundation’s activities are conducted.
When determining the beneficiaries of the activity of the Foundation, the Board shall act impartially and without discrimination.
In all matters not covered in this article regarding the subject matter specified in Chapter 3, the Foundation shall be governed by the applicable legal provisions.
Chapter IV. The board of the Foundation
1. The government, administration and representation of the Foundation correspond to the Board, which holds and exercises the corresponding powers, subject to the provisions of law and these By-Laws. Its members shall perform their duties with due diligence loyalty.
The members are jointly liable to the Foundation for damages caused by actions contrary to the law or the By-Laws, or those carried out without the due diligence with which they must perform their duties.
Members who vote against such an agreement, and those who can prove that they were not involved in adopting and implementing it, or were unaware of its existence or, being aware of it, that they did everything they could to avoid the damage or at least expressly opposed it, are exempt from liability.
2. Members exercise their powers independently, without hindrance or limitations. Consequently, when members adopt resolutions or agreements of any kind they cannot be obliged to comply with any requirements other than those expressly provided in these By-Laws or established under law.
Members fulfill the obligations of their office without accruing any compensation.
1. The Board shall consist of a minimum of three and a maximum of ten members and these may be founding members, ex-officio or elected members. Within these limits, the Board itself shall determine the specific number at any time.
2. Individuals who have full capacity to act and are not disqualified from holding public office, and who do not incur in any grounds of incompatibility, may be members of the Board.
3. Individuals who are members must exercise their office personally. However, a member appointed by another may act on his or her behalf; this representation must be for specific actions and the delegate must follow any instructions, if any, that the principal made in writing.
4. A member who was appointed because of the position he or she holds may be replaced by the person replacing them in that position.
1. The appointment of the members of the first Board must be made by the founder and be stated in the articles of incorporation.
2. New members shall be appointed by the Board and by agreement of the majority of its members.
3. Members may be natural persons who can contribute to the promotion of the purposes and objectives of the Foundation or persons selected because of the positions they hold as senior managers in the founding entity.
4. The office of member will have a term of 4 years, starting from the date of its acceptance, without prejudice to subsequent renewals.
5.The term of office of those who are members because of their position will be contingent on them maintaining the position pursuant to which they were appointed.
6. Members shall continue to exercise office until the next Board meeting in which their renewal or replacement is decided.
1. The Board shall elect from among its members the person that will act as President.
2. The Board may appoint from among its members one or more Vice Presidents, who shall replace the president in case of absence or illness. Under the same conditions and with different functions, the Board may create other posts.
3. Moreover, the Board shall appoint a Secretary, who may or may not be a Board Member. If not, the Secretary shall have the right to speak but not to vote on the Board.
4. The Board may appoint a Deputy Secretary, who need not be a member, to assist the Secretary and replace him or her in the performance of their duties in case of absence, inability or illness.
5. The cessation of the condition of member of the holder of any of the above offices means the the holder must cease to perform his office, excepting the Secretary, who may continue to hold the position of non-member Secretary, by agreement of the Board.
6. The Board may, by reasoned resolution adopted by a majority, revoke any of the posts referred to in this article without the agreement entailing the termination of membership of the Board; this shall only occur as a result of the legally established causes.
Acceptance and termination of membership shall be governed by the applicable legal provisions.
1. The Board shall meet at least twice a year and also as often as it is convened by the President or when so requested by at least one third of its members.
2. When a meeting is convened, the agenda and the place, date and time of the meeting shall be sent in writing by the Secretary, ordinarily with at least fifteen calendar days notice. In urgent cases, this period may be reduced.
The announcement shall be sent individually to all members by any method, including computerized, electronic or telematic media.
An announcement will not be necessary when all members are present and unanimously decide to constitute the Board and agree on an agenda.
3. The Board may meet by telephone conference call, video conference or any other analogous system so that one or more of the members may attend the meeting using the aforementioned system, provided that the communication between them is in real time and therefore ensures unity of action.
4. The Board shall be validly constituted when more than half of its members are present or represented, among whom must be the President or the Vice President representing him or her. Similarly, the Secretary or Deputy Secretary must also be present. If they not hold the status of member, they will not be taken into account for the above calculation. In case of absence or inability, the Secretary and Deputy Secretary may be replaced by the member who, among those attending the meeting, is appointed by the Board itself.
5. Except in cases where another legal or statutory quorum applies, the resolutions are adopted by a simple majority vote of the members present or represented, meaning one in which the positive votes exceed the negative ones. In case of a tie, the President or Vice President representing him or her will have the deciding vote.
6. Minutes of the meetings shall be recorded by the Secretary with the approval of the President. The minutes shall be approved in the same or next Board meeting.
Chapter V. Other bodies
1. The Manager is responsible for the Foundation’s executive and operational management. The Manager will be proposed by the President and appointed by the Board, which will grant him or her the powers necessary for the performance of their duties.
2. The Manager is responsible for carrying out, managing and implementing the agreements and guidelines adopted by the Board, for implementing the plan of activities and managing the budget and, in general, performing all those functions which are entrusted and are required to best achieve the purposes of the Foundation.
Chapter VI. Economic system
The endowment of the Foundation shall comprise:
a) The initial endowment.
b) The assets and rights acquired or hereafter acquired by the Foundation and that are considered endowments.
The equity of the Foundation may consist of all kinds of assets, rights and obligations subject to economic valuation and reside anywhere.
1. The Foundation’s assets will be invested in the most appropriate way for achieving its purposes and obtaining income such as interest, dividends, revaluations and other fruits or capital gains.
2. The assets and income of the Foundation shall be construed as being assigned to, and for the purpose of, the achievement of the Foundation’s objectives.
3. Under the By-Laws, the assignment of the foundation’s equity to pursue the purposes of general interest mentioned therein is common and indivisible in character; that is, there shall be no allocation of equal or unequal shares or quotas of the Foundation’s endowment and income to each objective. Consequently, the Foundation shall not be obliged to divide or distribute the endowment or income between the different objectives pursued, or apply them to one or more specified objectives.
The accounts and action plan shall be governed by the applicable legal provisions.
The financial year of the Foundation will begin on January 1 and end on December 31 of each year.
Chapter VII. Amendments to the by-laws and cessation of the Foundation
1. The amendments of the By-Laws and cessation of the Foundation shall be governed by the applicable legal provisions.
2. The assets and rights resulting from the liquidation will be allocated entirely to other foundations or private non-profit entities pursuing aims of general interest which, in turn, have assigned their assets, even in the event of cessation, to achieving them and that have the status of entities benefiting from patronage for the purposes specified in articles 16 to 25 of Act 49/2002 which regulates the Taxation of non-Profit Institutions and Tax Incentives for patronage, or to public entities that are not foundations that pursue purposes of general interest.
The recipient or recipients of assets and relict rights will be freely chosen by the Board.