Section two. Governing organs and administration of the Foundation
Article 5º.-The Board of Trustees
5.2.- Functions and responsibilities of the Board of Trustees:
5.3.- Functions and responsibilities of the President.
5.4.- Term of office, replacement, cessation, suspension, obligations and rights of the members of the Board of Trustees:
6.1.- The Board of Trustees will meet in ordinary session at least twice a year, once every six months.
6.2.- In addition, it will meet in extraordinary sessions when convened by the President, on his own initiative, or at the request of the Trustees.
6.3.- The Board of Trustees, when convened, will be considered validly quorate when at least three members are in attendance, in addition to the President. This quorum should remain in force during the whole meeting. The attendance of the President and the Secretary of the Board of Trustees, or their legal substitutions, is always required.
6.4.- If, at the first call, there is not the necessary quorum, according to the guidelines set out in the previous paragraph, the meeting will automatically be reconvened at the same time two days later. If the necessary quorum is still not achieved, the President will cancel the session, postponing the points of the agenda until the next subsequent meeting, be it ordinary or extraordinary.
6.5.- In spite of the above, the Board of Trustees will be considered convened and will be validly constituted, without prior summons, whenever all the Trustees are present and accept unanimously the holding of the session, determining the agenda at the beginning of the meeting.
6.6.- The secretary will keep minutes of each session, to include the place, date and time held, the Trustees attending, whether it is an ordinary or extraordinary session, the points to be discussed, the votes cast, specifying who voted for and against, as well as abstentions, and the regulatory part of the agreements adopted.
6.7.- The minutes, once approved by the Board of Trustees, will be written in the Libro de Actas, authorized by the signatures of the President and the Secretary..
6.8.- The agreements reached by the Board of Trustees will be accredited by means of certfication issued and approved by the President, or whoever is the alternative, and by the Secretary.
6.9.- The Board of Trustees will adopt its agreements, as a general rule, by a simple majority of the members present, but with the exceptions detailed in these Statutes and unless the current law demands a qualified majority,
6.10.- Each Trustee has one vote which can be delegated to another member of the Board of Trustees if he is unable to attend a meeting. The delegation will be specified and exclusive to that session, should be formalised in writing and given to the President before the start of the session.
6.11.- In all cases, the President has the casting vote to resolve any draws which arise during voting.
7.1.- Temporary substitution:
The President will establish and communicate to the Board of Trustees annually a substitution order in case of absence, illness or other justified reason preventing him from carrying out his role, so that his role is always carried out to guarantee the efficient functioning of the Foundation.
If after a year a new order of substitutions is not set out, the previous order will be considered extended without the need for any other procedure. ,
7.2.- Resignation of the President - Founder:
7.3.- Appointment and cessation of the President
8.1. To adopt agreements on the following subjects it is necessary to have the vote of at least half plus one of the members who make up the Board of Trustees: