Statutes

Chapter I. General Articles of the Foundation

Article 1.

Name, legal nature, address and scope of action

1. GFM RENOVALBES Foundation (hereinafter, the Foundation) is a non-profit organization, whose assets are permanently affected by the goals of general interest which are detailed in these Articles.
2. The Foundation has Spanish nationality.
3. The statutory address of the Foundation is established at Calle Las Cabezas, number 16, zip code 45860 in the Municipality of Villacañas.
4. The Foundation will mainly carry out its activities throughout the Spanish national territory, notwithstanding that it may also carry out international activities.

Article 2.

Legal personality, commencement of proceedings and time duration.

1. The Foundation will have legal personality from the registration date of the public deed of its constitution in the corresponding Registry of Foundations and from that moment it will begin its legal activities.
2. Upon its registration, the Foundation will have an indefinite time duration. However, if at any time the Foundation’s own purposes could be deemed fulfilled or impossible to achieve, the Board of Trustees may agree to terminate it in accordance with Spanish current legislation and article 23 of these Statutes.

Chapter II. Purposes and Beneficiaries of the Foundation.

Article 3.

Purposes.
The Foundation will promote the defense of the environment by supporting, promoting and spreading all activities, which may contribute to the development of renewable, clean and technologically innovative energies, for greater energy efficiency within a framework of sustainability and ecological protection.

Article 4.

Activities.
To achieve the purposes mentioned in the previous article, the Foundation will carry out, among others, the following activities:

1. Defense of the environment through promotion, coordination and participation in renewable energy projects.
2. Carrying out information and training activities related to the Foundation goals.
3. Development of studies on the energy sector and all its implications for the environment, production method and consumption.
4. Carry out specialized advisory activities related to the purposes.
5. Support for obtaining scholarships to carry out projects and financial aid for training, professional development and, in general, for carrying out work and studies, which are of interest in any area or discipline, related to the original Foundation goals.
6. Organize conferences, symposiums, round tables, seminars, courses and any other type of events according to the general goals, as well as exchanges with partners and cultural, educational and patronage entities.
7. Participate with business associations and companies whose aims or corporate purpose are identical with those of the foundation itself and, especially, that of promoting social economic issues.
8. International cooperation for the promotion and development of renewable energies and the defense of the environment, carrying out the promotion of social justice, especially in developing countries.

9. Active fight against energy poverty through clean technologies, serving people at risk of exclusion for endemic reasons.

10. Social cooperation projects for the development of renewable energies.

11. In the framework of renewable energies, consulting and training for organizations, countries and institutions with economic difficulties.

12. And all those activities which aim to fulfill the objectives of the Foundation.

In addition, in order to obtain income, the Foundation may carry out commercial activities whose goals are related to the Foundational purposes or are complementary or accessory to the previous ones, subject to the regulatory norms defending competition, such as the following:

Article 5.

Beneficiaries.

1. The Foundation’s actions must benefit individuals, legal entities, communities and organizations interested in access to renewable energy, due to one or more of the following motivations:
   • Economic difficulties to meet energy needs »
   • Modification of its energy structure seeking to replace fossil fuels with renewable energies
   • Improving energy efficiency and saving it for the preservation of the natural environment
   • Research in clean technologies with increased efficiency.
2. The Board of Trustees, when determining the beneficiaries of the Foundation’s activity, will act with criteria of impartiality and non-discrimination.
   An action plan will be established annually containing the essential aims of the Foundation for that period and the criteria for selecting beneficiaries for each action.

In general, the following will be taken into account for the selection of beneficiaries:

• Economic difficulties for access to energy (proven energy poverty).
• Number of people benefiting for each action.

• Technological availability of the appropriate solution.

• Demonstration effect of the action with a view to its extension to similar beneficiaries.

• Multiplying effect on the economic community of beneficiaries.

No one may claim, individually or collectively, before the Foundation or its Board of Trustees any right to enjoy its benefits, before they are granted, or impose their attribution on specific people.

Article 6.

Application of resources to fulfill the goals.

The Foundation will effectively allocate assets and income for the fulfillment of its founding purposes.

• At least 70% of the profit of the economic exploitations which has been developed and the income obtained for any other concept, in the terms provided by the current legislation, must be allocated to the fulfillment of the foundational purposes.
• The deadline for the fulfillment of this obligation will be expected between the beginning of the year in which the profit was obtained and the four years following that year.
• The resources of the Foundation will be understood to be assigned without determining quotas to the realization of the different foundational purposes.

Article 7.

Information.

The Board of Trustees will provide enough information on the purposes and activities of the Foundation so that they are known to its potential beneficiaries and other interested parties.

Chapter III. Governance of the Foundation

Article 8.

Patronage.

The Board of Trustees is the governing and representative body of the Foundation.
The Board of Trustees is responsible for fulfilling the foundational goals and diligently managing the assets and rights which make up the Foundation’s assets, maintaining their performance and usefulness.

Article 9.

Composition.

1. It will be made up with a minimum of three and a maximum of six trustees who will adopt their resolutions by majority, under the terms established in these Articles.
2. Members of the Board of Trustees may be individuals who have full legal capacity to act and are not disqualified from holding public office.
3. Legal persons may form part of the Board of Trustees and must designate the individual or persons to represent them.
4. The people forming the Board of Trustees will exercise their position free of charge with the right to be reimbursed for the duly justified expenses that the position causes them in the exercise of their functions.
5. Board of Trustees members may contract with the Foundation, either on their own behalf or on behalf of a third party, with prior authorization from the Protectorate.
6. The Board of Trustees may set adequate remuneration for those trustees who provide the Foundation with services other than those involved in the performance of the functions that correspond to them as members of the Board, with prior authorization from the Protectorate.

Article 10.

Rules for the appointment and replacement of its members.

1. The appointment of the members of the first Board of Trustees will be made by the founders and will be recorded in the articles of incorporation.
2. The appointment of new members will be made by the Board registered in the corresponding Register of Foundations and by agreement of the majority of its members.
3. The trustees must accept their positions in the manner provided in the current legislation and their acceptance will be formally notified to the Protectorate and will be registered in the Registry of Foundations.
4. The appointment of the trustees will have a duration of 5 years, without prejudice to successive renewals, which may be unlimited.
5. The substitution of the trustees will be carried out at the proposal of the founders and by agreement of the trustees.

Article 11.

President of the Board of Trustees.

1. The trustees will elect a President from among themselves who will be responsible for representing the Foundation before all kinds of people, authorities and public or private entities, calling the meetings of the Board, presiding over them, directing their debates and, where appropriate, executing the agreements, being able to carry out all kinds of acts and sign those documents necessary for this purpose.
2. The President has a casting vote to resolve the ties that may occur in the voting carried out in the Board of Trustees.
3. The Board of Trustees may appoint one or more Vice-Presidents from among the trustees who will replace the President in case of absence or illness.

Article 12.

Board of Trustees Secretary.

The Board of Trustees will appoint a Secretary, a position that may be given to a person who is not part of the Board of Trustees and in that case, the Secretary will have voice but not right to vote.
The Secretary is responsible for certifying the agreements of the Board, the custody of all the documentation belonging to the Foundation, drawing up the minutes corresponding to the Board meetings, issuing the necessary certifications and reports and all those expressly entrusted to him. In cases of illness, absence or vacancy, the youngest member of the Board will act as Secretary.

Article 13.

Attributions of the Board.

Without prejudice to the mandatory authorizations of the Protectorate, the powers of the Board will be:

1. To direct and represent the Foundation and approve the management plans and periodic action programs related to the management plans.
2. To interpret and develop the rules and, where appropriate, agree to modify them, if it is convenient to the interests of the Foundation and the best achievement of its purposes.
3. To set the general guidelines on the distribution and application of the funds available among the purposes of the Foundation.
4. To appoint general or special attorneys.
5. To select the beneficiaries of the foundational projects.
6. To approve the action plan and the annual accounts to be submitted to the Protectorate.
7. To agree on the opening and closing of its Delegations.
8. To adopt agreements on the extinction or merger of the Foundation in case of impossibility of fulfilling its objectives.

Delegate its powers to one or more trustees, without the approval of the accounts and the action plan, the modification of the Statutes, the merger and the liquidation of the Foundation, as well as those acts that require authorization. of the Protectorate.

Article 14.

Obligations of the Board of Trustees.

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

Article 15.

Board of Trustees responsibility.

Trustees must carry out the position with the diligence of a loyal representative.
The trustees will be jointly and severally liable to the Foundation for damages caused by acts contrary to the Law or these Statutes, or for those carried out without the diligence with which they must perform the position.
The trustees must attend the meetings to which they are called and comply in their actions with what is determined in the current Spanish legal provisions and in these articles.

Article 16.

Termination and suspension of Trustees.

The termination and suspension of the Foundation trustees will occur in the cases provided for in article 18 of Law 50/2002, of December 26, on Foundations.
The resignation to the position of Trustee may be carried out by any of the means and through the procedures provided for acceptance.
The substitution, termination and suspension of the trustees will be registered in the corresponding Registry of Foundations.

Article 17.

Form of deliberation and adoption of resolutions.

The Board of Trustees will meet at least twice a year and as many times as necessary for the smooth running of the Foundation. It is the responsibility of the President to convene its meetings, either on his own initiative, or when requested by at least one third of its members.

Invitation to participate must be sent at least five days before the date of its celebration, using a means that allows a record of its receipt. The invitation will indicate the place, day and time of the meeting as well as the order of business.

A prior call for a meeting will not be required when all the trustees are present and unanimously agree to hold the meeting.

2. The Board of Trustees will be validly constituted when at least half plus one of its members attend the meeting.

3. Resolutions will be adopted by majority vote, except when the Articles or current Spanish legislation establish qualified majorities.

4. The corresponding minutes will be drawn up by the Secretary of the Board of Trustees, which must be submitted to the approval of all the members present at the meetings. This will be written into the corresponding book and will be signed by the Secretary with the approval of the President.

5. The position of employer that falls to an individual must be exercised personally. However, another employer designated by him may act on his behalf. This action will always be for specific acts and must comply with the instructions that, where appropriate, the represented party formulates in writing.

Chapter IV. Economic regime of the Foundation.

Article 18.

Patrimony.

1. The Foundation’s patrimony is made up with all the assets, rights and obligations susceptible of economic valuation, which make up the endowment as well as those that the Foundation acquires after its constitution, whether or not they affect the endowment.
2. The Foundation must appear as the owner of all the assets and rights that make up its patrimony, which must be included in its annual inventory.
3. The Board of Trustees will promote, under its responsibility, the registration in the name of the Foundation of the assets and rights that make up its patrimony, in the corresponding public registries.

Article 19.

Financing.

1. The Foundation, for the development of its activities, will be financed with the resources that come from the performance of its patrimony and, where appropriate, with those others coming from the aid, subsidies or donations received from people or entities, both public and private. Likewise, the Foundation may obtain income from its activities, if this does not imply an unjustified limitation of the scope of its possible beneficiaries.
2. The Board of Trustees is empowered to make the necessary variations in the composition of the Foundation’s assets, in accordance with what the economic situation at each moment advises and without prejudice to requesting the due authorization or proceeding to the appropriate communication to the Protectorate.
3. The financial year will coincide with the calendar year.
4. The Foundation will keep an orderly and adequate accounting for its activity that allows chronological monitoring of the operations carried out. For this, it will necessarily keep a journal book and a book of Inventories and Annual Accounts and those other compulsory books determined by current Spanish legislation.
5. In economic-financial management, the Foundation will be governed by the general principles and criteria determined in current Spanish regulations.

Article 20.

Annual accounts and action plan.

The annual accounts will be approved by the Board of Trustees within a maximum period of six months from the end of the financial year, without being able to delegate this function to other bodies of the Foundation, and they will be presented to the Protectorate within ten business days following the approval.
The Board of Trustees will approve and send to the Protectorate, in the last three months of each year, an action plan, which will reflect the objectives and activities, which are expected to be carried out in the following year. The Board of Trustees cannot delegate this function to other bodies of the Foundation.

Chapter V. Modification, Merger and Termination.

Article 21.

Modification.

The Board of Trustees may modify these Statutes whenever it is convenient to the interests of the Foundation. In any case, the Statutes will 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.
For the adoption of statutory modification resolutions, the favorable vote of the majority of the Board members will be required.
The modification or new wording of the Statutes agreed by the Board of Trustees will be communicated to the Protectorate and must be formalized in a public deed and registered in the corresponding Register of Foundations.

Article 22.

Merger.

1. The Board of Trustees of the Foundation may agree to merge with another Foundation whenever it is convenient acting in the interest of the Foundation.
2. For the adoption of merger agreements, the favorable vote of the majority of the Board members will be required.

Article 23.

Termination.

The Foundation will be terminated for the reasons and in accordance with the procedures established by current Spanish legislation.
The termination 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.
All the assets and rights resulting from the liquidation will be allocated to foundations or private non-profit entities which pursue general interest goals and have their assets affected by the termination, even in the event of their dissolution, to the achievement of those, and that are considered as beneficiary entities of patronage, in accordance with current Spanish legislation, or public entities of a non-foundational nature that aim general interest purposes.
The recipient or recipients of the relic assets and rights will be freely chosen by the Board.