AFRICA DIGNA Private Foundation Statutes

CHAPTER I

Name, nature, duration, address, scope and legal status

Article 1. Name, nature and duration

The Foundation is a nonprofit organization that has assets, yields obtained and resources permanently affected the realization of the objectives of general interest under these
statutes. The foundation is named Private Foundation Africa Digna.

The Foundation's goal is permanency and lasting indefinitely.

Article 2. Address

The address of the Foundation is located in the city of Barcelona, Avenida Diagonal 600 , 2nd Principal.

Article 3. Research area

The Foundation carries out its functions mainly in Catalonia. However, it may act in the remaining territory of Spain and internationally.

Article 4. Legal System

The foundation has legal personality and enjoys full legal capacity id'obrar by granting its charter in deed and registration in the Register of Foundations of the Generalitat
of Catalonia.

The Foundation is governed by the statements contained in the charter, by laws that are applicable to those laid down in statutes and the agreements adopted by the Board in exercising its functions.

CHAPER II

Foundation purposes and activities

Article 5. Foundation purposes

The Foundation aims to:
Cooperate with the people living in sub-Saharan Africa fewer resources to improve their living conditions.

Article 6. Activities

To achieve the foundational, the Foundation carries out activities that the Board considers necessary and directly or in collaboration with other organizations, institutions or persons, in accordance with the provisions of the regulations on foundations. Specifically, in order to carry out the foundation, the Foundation develops activities, non exhaustive, listed below:

• Contribute to appropriate financial support to counterparts in order to carry out projects to intervene to take care of beneficiaries. In particular the areas of health and education.
• Develop initiatives of cooperation for development.
• Promote awareness of civil society about the realities of sub-Saharan Africa.
• To defend the universal rights of man, environment, gender policies, the culture of peace and strengthening democracy at local, national and international.

The activities related to the foundation should be carried out according to the rules that govern specifically, by obtaining, if necessary, appropriate permits or licenses.

Article 7. Basic rules for the application of resources to

The annual income and other income that the entity should get used to fulfill the foundational within the limits established by law.

The Foundation can do all kinds of economic activity, acts, contracts, business operations and legal, without restrictions imposed by applicable law.

Article 8. Basic rules for determining beneficiary

They are beneficiaries of the Foundation following groups:

1. All individuals and organizations designated by the Board or freely when the body is expressly delegated to the extent that contribute to the objectives of Article 5.
2. All those initiatives proposed from outside, whether private or not, and are within the line of action and the foundation and to be freely designated by the Board or the organ in question expressly delegated.
3. The Foundation reserves the right to revoke the grants, subsidies or resources at any time before the breach by the beneficiaries of those commitments.

CHAPTER III

Financial Provisions

Article 9. Heritage Foundation and economic activities

The Heritage Foundation is linked to the achievement of foundation. Heritage comprises:

1. the founding capital, comprising the initial allocation, which includes the charter;
2. all property and rights of economic content to accept and receive the Foundation with the aim of increasing the founding capital and
3. for all yields, fruits and income products and other goods incorporated into the patrimony of the Foundation for any purpose or concept.

Article 10. Provision of duty and reinvestment

10.1. The transfer of the tax or any other acts of disposal of assets and rights that comprise the heritage foundation has made for consideration and respecting the conditions of the founders or donors of these assets. In any case, the amount found to be reinvested in the acquisition of other assets and rights subroguin instead of being alienated or improvement of assets of the Foundation.

10.2. The necessity and appropriateness of transactions direct or indirect disposition or encumbrance must be justified and documented accredited. The Board acts prior to disposal, must have adequate information to decide responsibly.

10.3. The Board must inform the Protectorate acts of disposition or encumbrance referred to in paragraph 1 of this article within thirty days from the date they are made.

10.4. It requires prior approval of the Protectorate to perform acts of service, or tax administration in the following cases:

1. if the property or rights object file have been acquired with money from public subsidies,
2. if the donor has specifically requested,
3. if it establishes a statutory provision
4. if the product of the operation is not fully reinvested in the assets of the Foundation.

10.5. The Board may, whenever necessary and in accordance with the economic situatiTo carry out acts of disposition over the assets and rights that constitute the heritage foundation and the acceptance of inheritances, bequests and other property and rights capable of integrating the founding capital, the required vote of the Board with the majority and compliance with the requirements legally established.

Article 11. Accounting scheme documentary

11.1. The foundation must keep a book journal and a book inventory and annual accounts.

11.2. The Board of Trustees should make an inventory and annual accounts must be made simultaneously with the date of closing date of the financial year in accordance with generally accepted accounting principles and the provisions in each if applicable.

The year closed on a thirty (31) December is'inicien day one (1) January.

11.3. The annual accounts are united and are composed of:

1. the balance sheet,
2. the income statement,
3. the status of current account changes in equity,
4. account status and cash flow situation
5. memory, which must be completed, extend and discuss the information contained in the balance sheet and income statement, and we have details of the actions undertaken in pursuance of the foundation purposes and specify the number of beneficiaries and services they have received, as well as resources from other exercises of outstanding location, if any, and most investments, indicating the participation rate.

11.4. The Board must approve within six months following the closing date of the financial year annual accounts, which are presented in the manner provided by law to the Protectorate of the Generalitat of Catalonia for your deposit within 30 days of approval.

11.5. The Board must approve and submit, in connection with temporary financial investments you make in the stock market, an annual report on the degree of compliance with code of conduct to be followed by nonprofit organizations, in accordance with current legislation or the regulatory authority that has the.

11.6. The annual accounts must undergo an external audit when the circumstances are legally established.  

Although there is no legally under the circumstances because the accounts have been subject to an audit, if a third of the employers asked for legitimate reasons, because he believes that there are any exceptional circumstances in the management of the Foundation, which advises takes place, should convene a meeting of the Board within 30 days of the petition, agreed to the motives for performing or non-performance of the audit requested . If the Board is convened by the time specified or if, once convened for this purpose, agreed not to conduct the audit, employers interested can send your request to the Protectorate, in accordance with the provisions l 'Article 332.8.4 of Law 4 / 2008, dated April 24, the third book of the Catalan Civil Code concerning legal persons.

Article 12. Annual Resources

The Foundation's annual economic resources should be integrated:

1. income and income generated by the asset,
2. balances that could be favorable to the foundation's activities and
3. liberalitats and other grants received for this purpose that are not joining the founding capital.

Article 13. Compulsory

The Foundation has allocated to fulfill the foundational least seventy percent of annual net income and other income earned. The rest has been allocated or deferred compliance with the purposes or the increase of its own funds. The Board must approve the application of income.

If the Foundation receives no property or rights that specifies the location, the Board must decide whether to integrate or provision should apply directly to achieving the foundational.

The application of at least seventy percent of revenue to fulfill the foundation purposes, should be effective within four years counted from the beginning of the following accounting accreditation.

Article 14. Operating costs

The expenses arising from the operation of the Board and its delegated bodies, excluding for this purpose the cost of management or management functions, can not exceed 15% of net income earned during the year.

Article 15. Participation in society

The Foundation can provide companies and participate without permission, unless it involves the assumption of personal responsibility for social debts.

The Foundation must inform the Protectorate within 30 days of purchase and holding of shares or shares that confer direct or indirect control of companies to limit the liability of partners.

In any case, the exercise by the Foundation administrative corporation must be compatible with the achievement of foundation.

CHAPTER IV

Organization and operation

Article 16. The Board

The Board is the governing body and administration of the Foundation, represents and manages, and assumes all the powers and functions necessary to achieve the foundational.

Article 17. Composition of the Board and requirements for membership

The Board is a collegiate body composed of natural or legal persons and comprising a minimum of 3 members and a maximum of 25 members.

May be a member of the Board any person with full capacity to act, you are not disabled or incapacitated to perform duties or holding public office or to manage property and has not been convicted of crimes against property or against the socioeconomic or crimes of falsehood.

Legal persons must be represented on the Board, in a stable manner, the person who fall in this role in accordance with the rules that regulate, or the person designated for this purpose the relevant body.

Article 18. Appointment, renewal and exercise of the responsibility

The first Board was appointed to the charter. Appointments of new standards and covering the vacancy must be agreed by the Trust with the majority required in Article 26 (see note 16 on Article 26).

The trustees will serve for a term of 5 years and be re-elected indefinitely for periods of equal duration.

The patterns for any reason cease before the deadline by which they were assigned, may be replaced by appointment of the Board. The person appointed will substitute for the time to deplete the remaining term of the pattern replaced, but may be reelected by the same deadlines for the other members.

Board members took office after having expressly accepted the post by one of the forms provided in the applicable legislation.

Article 19. Free

The patterns play the post for free, without prejudice to the right to be reimbursed for expenses duly justified and compensation for damage incurred in the development of the functions of his office.

Article 20. Delegation of powers and functions

The Board of trustees has all the powers conferred statutorily and, in general, required to achieve the foundational, no more exceptions than those established by applicable law and these statutes.

The Board may delegate its functions in accordance with these bylaws and applicable law. In any case, are delegated to the Board and correspond with the following exclusive powers:

1. The modification of the statutes.
2. The merger, division or dissolution of the Foundation.
3. The drafting and adoption of the budget and the documents that comprise the financial statements.
4. The acts of disposal on assets that together or individually, have a value greater than twenty of the assets of the Foundation, except where the venda of securities listed by an official who is at least the price of contributions. However, powers of attorney can be made for the granting of the relevant act under the conditions approved by the Board.
5. The provision of the constitution or other legal entity.
6. The merger, demerger and transfer of all or part of the assets and liabilities.
7. The dissolution of companies or other legal persons.
8. That require authorization or approval of the Protectorate.

The provisions of this article should be understood without prejudice to the Protectorate authorizations necessary or communications that they would under current law.

Article 21. Scheme announcement

21.1. The Board meets in regular session at least four times a year, and mandatory during the first half of the calendar year in order to approve the annual accounts of the previous year.

Shall meet in extraordinary session upon convocation by its President and initiative receives, as many times as well in deemed necessary for the proper functioning of the Foundation It must also meet when requested by a quarter of its members, in which case the meeting must be made within thirty days following the request.

21.2. The Board may meet by videoconference exceptionally, multiconference or any other system that does not involve the physical presence of the patrons. In these cases it is necessary to ensure the identification of those attending the meeting, the continuity in the communication, the possibility of intervening in the discussion of emission vote. The meeting was held to understand where you are the president. In virtual meetings should be considered patterns attendees who have participated in the conference and / or videoconferencing. The announcement of the meetings is the President and shall contain the agenda of all those matters to be discussed at the meeting, out of which you can not make valid agreements.

21.3.  The meeting was convened at least 7 days prior to the date scheduled to occur.

Article 22. Charges

The Board appoints from among its members a president receives, a vice-president/ai a secretary aria. The patterns that do not occupy any of these positions have the status of vowels.

Article 23. The President

The President and in his or her absence, the vice-president to have the following powers:

1. Institutionally represent the Foundation.
2. To order the call, set out the agenda and chair, suspend and meetings of the Board and direct discussions.
3. Decide your vote for the outcome of votes in case of a tie.
4. The other powers referred to in these statutes and those that are expressly conferred by the Board in accordance with the provisions of applicable regulations.

Article 24. The secretary

The secretary convenes aria, on behalf of the president receives, the meetings of the Board in'estén records, preserves the record and given certificates with the approval of the President order in his absence, the Vice President. Also performs other functions that are inherent in the office, and attributed these statutes.

Article 25. Manner of deliberate and adopt resolutions

The Trust is legally constituted in the first call when attending the meeting in person or represented in the manner permitted by law, half plus one of the patterns. In the second call is required to attend a quarter of its members. (Los anteriores Estatutos DICEN with 3 people that are already valid, a fourth part of the current Board are 4 and I believe that adjusts to ley, por ello propongo not modify the model)

Members of the Board may delegate in writing the standards for others to vote in respect of specific acts. If a pattern is because it has an ownership position in an institution can act on behalf of the person who can replace him according to the rules of organization of the same institution.

Each pattern has a vote and agreements adopted by majority vote of participants present and represented at the meeting. In case of a tie vote decided for President / a.

The director, if not a patron may attend with voice but no vote at meetings of the Board when it is convened. If, in accordance with the regulations, a patron may attend with voice and vote.

The Board may also invite them to attend meetings with voice but no vote, persons deemed appropriate.

Article 26. Supermajority

Will require the favorable vote of three quarters of employers for the adoption of attendees following agreements:

1. At the statutes
2. The appointment and removal from office of trustee.
3. Fusion
4. The split
5. The dissolution or termination

Article 27. Of minutes

Each meeting, the secretary to leave and has to lift the corresponding record, which must include the date, place, agenda, the participants, a summary of issues discussed, interventions which has requested that the record and the decisions adopted, indicating the results of votes and majorities.

The minutes should be written and signed by the secretary to leave and with the approval of the President and may then be approved by the Board of having completed the relevant meeting or at the next meeting. However, the agreements are enforceable since its adoption, unless expressly provided in the statutes oal'hora adopt the agreement, they are not executives to approval of the minutes. If registration is mandatory, are enforceable from the time of registration.

The foundation must keep a minute book in which declares that all have been approved by the Board.

Article 28. Conflict of interests

To avoid conflicts of interest between the foundation and personal or professional interests of employers, people with management functions or employee of the Foundation:

• In principle, with reasoned that there may be exceptions, no employer should not occupy a position in any paid or set up a company owned mainly by the Foundation.
• The pattern that has personally or by the entity they represent, in the consideration and vote on a matter, a different or contrary to the interest of the Foundation, has explicitly refrain from participating.
• No employer should not be used for a private, non-public information of the Foundation.

Article 29. Termination

1. Patterns continue in office for the following reasons:
   1. Declaration of death or absence, in the case of individuals, or termination in the case of legal persons.
   2. Disability or disqualification.
   3. Termination of the person in charge because it was part of the Trust.
   4. End of term of office, unless renewed.
   5. Disclaimer notified the Board.
   6. Final judicial decision which deems the action of liability to the Foundation or decreeing the removal from office.
   7. The other provisions of law or statutes.
2. The resignation of trustee must consist of any set of forms for acceptance of responsibility, but only produces effects against third parties when viewed in the Register of Foundations.

CHAPTER V

Other regulatory bodies. Composition and functions

Article 30. The director general

The Board may appoint a director to develop the executive leadership of the Foundation. This position can be occupied by an employer only if the attending circumstances referred to in Article 332.2.1 of Law 4 / 2008, in which case the employment relationship or professional contract must be determined by joint clearly the tasks that her professional reward, which must be different from themselves the office of trustee, with the permission of the Protectorate.

The post of director is paid on terms that are considered appropriate to the nature and representation of the position and their own roles.

When not a patron, the director attends all meetings of the Board what he calls and can intervene with voice but without vote.

CHAPTER VI

Statutory modifications and structural dissolution

Article 31. Statutory modifications and structural dissolution

The Board, through a resolution adopted in accordance with the provisions of Article 26 of these statutes and applicable regulations, and the invitation says, can change the bylaws, the merger agreement, the division or the dissolution or termination of Foundation, with the authorization of the Protectorate under applicable law.

Article 32. Causes of dissolution

The Foundation is dissolved for the following reasons:

1. Deadline established by the statutes, unless agreed to an extension before it overturned.
2. Full compliance of the purpose for which it was made or the inability to achieve, unless the Board agrees to modify it.
3. Wrongfulness of his civil or criminal purposes or activities declared by a final ruling.
4. Opening of the liquidation phase of the competition.
5. The other provisions of law or statutes.

Article 33. Procedures for dissolution of their heritage and destiny

1. The dissolution of the Foundation requires the agreement led the Board adopted in accordance with the provisions of Article 26 of these statutes and must be approved by the Protectorate.
2. The dissolution of the Foundation opens the liquidation period, which must carry out the Trust, the liquidators, if any, or alternatively, the Protectorat.L extinction determines the overall transfer of all assets and liabilities of the Foundation. This assignment overall, once certain assets and liabilities, to be published in terms required by current regulations and with the authorization of the Protectorate, was awarded the assets to foundations or other entities nonprofit purposes similar to those of the Foundation or to public entities. In all cases, recipients of heritage organizations must be organizations that benefit from the sponsorship agreement with the tax laws in force.
3. If you can not make a global assignment necessary to the liquidation of assets and liabilities, resulting ial'haver you must set the application of paragraph 2.