CHAPTER I
ESTABLISHMENT OF THE FOUNDATION
Article 1. Name, nature, registered office, and scope of action
- The AEB FOUNDATION is a private Cultural and Educational Foundation, established by virtue of the Founding Charter, non-profit, which has its assets permanently dedicated to the fulfillment of the general interest purposes detailed in these Bylaws.
- The statutory registered office of the FOUNDATION has been established at Paseo de la Castellana no. 259D “Torre Espacio”, postal district 28046, Madrid.
- The territorial scope in which it will mainly carry out its activities extends to the entire national territory, although it may also carry out activities abroad.
Article 2. Legal personality, commencement of operations, and duration
- The FOUNDATION has legal personality and full capacity to act from its establishment by virtue of the Founding Charter, formalized in deeds granted by the Spanish Banking Association (AEB).
- The established FOUNDATION has an indefinite duration. However, if at any time the FOUNDATION’s own purposes are deemed fulfilled, or their realization becomes impossible, the Board of Trustees may agree to its dissolution in accordance with the provisions of current legislation and Article 23 of these Bylaws.
CHAPTER II
PURPOSES AND BENEFICIARIES OF THE FOUNDATION
Article 3. Purposes of the FOUNDATION
The purposes of the FOUNDATION are university education, training, and research, mainly in economic-financial, legal, tax, or accounting matters, with special attention to the regulation of banking activity, the Spanish and international financial system, and the social and economic context in which said activity takes place.
Article 4. Activities
- To achieve the purposes mentioned in the previous article, the FOUNDATION will carry out the following activities:
- To become the owner of CUNEF (University Center for Financial Studies), once the necessary legal acts and transactions are carried out by the AEB and the competent administrative and university authorities.
- The exercise of the functions inherent to the status of the entity owning CUNEF.
- The granting of teaching, study, and research scholarships, and any others necessary for the better fulfillment of its purposes.
- Any cultural, educational, or scientific activity necessary for the fulfillment of the purposes or entrusted to it by the governing bodies of the Spanish Banking Association (AEB) for the fulfillment of the aforementioned foundational purposes.
- For the development of these activities and the most effective fulfillment of its purposes, the FOUNDATION may establish collaborative relationships, through the signing of the corresponding agreements or contracts, with public or private entities and with natural or legal persons.
Article 5. Beneficiaries
- The foundational purposes of the FOUNDATION are addressed in a generic manner to the following groups of people:
- Personnel of financial institutions and AEB member banks, university professors, and students, both Spanish and foreign.
- Professionals from all fields of financial economics, banking, or national and international financial institutions.
- Personnel, teachers, and students of vocational training, occupational training, and continuous training from AEB member banks and financial institutions.
- Personnel, students, and professors of first, second, third, fourth, fifth year or postgraduate levels, of the current training cycles of the University Center for Financial Studies (CUNEF) and of future cycles or programs.
- Persons related to the promotion of quality, teaching, and university research.
- Researchers interested in studies on banking and financial topics.
- Clients and users of banking and financial services.
- The Board of Trustees, when determining the beneficiaries of the FOUNDATION’s activity, shall act with criteria of impartiality and non-discrimination.
Article 6. Application of resources to the fulfillment of purposes
- The FOUNDATION shall effectively allocate its assets and income to the fulfillment of its foundational purposes.
- At least 70 percent of the results of the economic activities carried out and the income obtained from any other source must be allocated to the fulfillment of the foundational purposes, under the terms provided by current legislation, with the remainder being allocated to increasing reserves or the foundational endowment.
- The period for the fulfillment of this obligation shall be between the start of the fiscal year in
Article 7. Information
The Board of Trustees shall provide sufficient information on the purposes and activities of the FOUNDATION so that they are known by its potential beneficiaries and other interested parties.
CHAPTER III
GOVERNMENT OF THE FOUNDATION
Article 8. Board of Trustees and other bodies of the FOUNDATION
- The bodies of the FOUNDATION are the President, the Board of Trustees, and the Executive Commissions that are established.
- The President shall lead the meetings of the Board of Trustees and shall represent it before all types of natural or legal persons, public or private.
- The Board of Trustees is the governing and representative body of the FOUNDATION.
- It is the responsibility of the Board of Trustees to fulfill the foundational purposes and to diligently administer the assets and rights that make up the FOUNDATION’s heritage, maintaining their performance and utility.
Article 9. Composition of the Board of Trustees
- The Board of Trustees shall consist of a minimum of five members and a maximum of fifteen, who shall adopt their agreements by majority under the terms established in these Bylaws.
- Natural persons who have full capacity to act and are not disqualified from holding public office may be members of the Board of Trustees.
- Legal persons may be part of the Board of Trustees and must designate the natural person or persons to represent them.
- The President and the General Secretary of the Spanish Banking Association, as well as the President of the Board of Trustees of CUNEF or the position that in the future holds its maximum representation, shall be ex-officio members of the Board of Trustees.
The General Secretary of the FOUNDATION shall be a member of the Board of Trustees, acting with a voice but without a vote when this status does not fall upon one of its members.
Article 10. Rules for the appointment and replacement of members of the Board of Trustees
- The appointment of the members of the first Board of Trustees was made by the General Council of the Spanish Banking Association, as the founder of this entity, and is recorded in the deed of incorporation.
- The appointment of new members shall be made by agreement of the General Council of the AEB.
- Trustees must accept their positions in the manner provided for in current legislation, and their acceptance shall be formally notified to the Protectorate and registered in the Registry of Foundations.
- The appointment of Trustees shall have a duration of four years.
Article 11. President of the Board of Trustees
- The Trustees shall elect from among themselves a President who shall represent the FOUNDATION before all types of persons, authorities, and public or private entities, convene meetings of the Board of Trustees, preside over them, lead its debates and, where appropriate, execute the agreements, being able to perform all types of acts and sign those documents necessary for that purpose.
- The President has a casting vote to resolve any ties that may occur in the votes taken by the Board of Trustees.
- In cases of illness, absence, or vacancy of the President, their functions shall be exercised by the member of the Board of Trustees designated by them.
Article 12. Secretary of the Board of Trustees
- The Board of Trustees shall appoint a Secretary, a position that may fall to a person outside the Board, in which case they shall have a voice but no vote.
- The Secretary is responsible for certifying the agreements of the Board of Trustees, the custody of all documentation belonging to the FOUNDATION, taking the minutes corresponding to the meetings of the Board of Trustees, issuing the necessary certifications and reports, and all those expressly entrusted to them.
Article 13. Powers of the Board of Trustees
Without prejudice to the mandatory authorizations from the Protectorate, the powers of the Board of Trustees shall be:
- To exercise the government and management of the FOUNDATION and approve the management plans and periodic programs of action of the same, the FOUNDATION’s budget for the following year, the action plan, and the annual accounts to be presented to the Protectorate. The proposal for the adoption of these agreements shall correspond to the General Secretary.
- In the event that the FOUNDATION assumes, following the corresponding procedures, the status of owner of CUNEF, the Board of Trustees shall assume the exercise of the powers necessary for the performance of this status.
- To interpret and develop the Bylaws and, where appropriate, agree on their modification, provided it is convenient for the interests of the FOUNDATION and the better achievement of its purposes.
- To set the general lines for the distribution and application of available funds among the FOUNDATION’s purposes.
- To appoint general or special proxies or delegate its powers to one or more trustees or to commissions and persons capable of executing them, without the approval of the accounts and the action plan, the modification of the Bylaws, the merger and liquidation of the FOUNDATION, as well as those acts requiring authorization from the Protectorate, being subject to delegation. In no case may powers that have the legal status of non-delegable be subject to delegation.
- To select the beneficiaries of the foundational benefits or set the criteria by which these will be granted.
- To adopt agreements on the dissolution or merger of the FOUNDATION.
- To hire, if deemed appropriate, the FOUNDATION’s personnel proposed by the General Secretary.
Article 14. Obligations of the Board of Trustees
In its actions, the Board of Trustees must comply with the provisions of current legislation and the will of the founders and the foundational entity expressed in the Founding Charter and in these Bylaws.
Article 15. Responsibility of the Trustees
- Trustees must perform their duties with the diligence of a loyal representative.
- Trustees shall be jointly and severally liable to the FOUNDATION for damages caused by acts contrary to the Law or these Bylaws, or for those carried out without the diligence with which they must perform their duties.
- They must attend the meetings to which they are convened and comply in their actions with what is determined in the current legal provisions and in these Bylaws.
Article 16. Removal and suspension of Trustees
- The removal and suspension of the FOUNDATION’s Trustees shall occur in the cases provided for in Article 18 of Law 50/2002, of December 16, on Foundations and, additionally, four years after their appointment, as established in Article 10 of these Bylaws.
- Trustees who step down four years after their appointment may be re-elected for successive periods, following a new proposal from the foundational entity.
- Resignation from the position of Trustee may be carried out by any of the means and through the procedures provided for acceptance.
- The replacement, removal, and suspension of Trustees shall be registered in the corresponding Registry of Foundations.
Article 17. Method of deliberation and adoption of agreements by the Board of Trustees
1. The Board of Trustees shall 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 their own initiative or when requested by at least one-third of its members.
The notice of the meeting shall be sent to each of the members at least five days prior to the date of its holding, using a method that allows for confirmation of receipt. It shall indicate the place, day, and time of the meeting, as well as the agenda.
A prior notice shall not be necessary when all trustees are present and unanimously agree to hold the meeting.
2. The Board of Trustees shall be validly constituted when at least half plus one of its members are present. The Board of Trustees cannot be constituted without the presence of the President or the General Secretary of the AEB.
Meetings of the Board of Trustees shall be conducted through the physical attendance of the Members.
However, when circumstances justify it, the President may agree to hold sessions of the Board of Trustees by videoconference or by multiple telephone conference, provided that all members of the body have the necessary means, the Secretary of the body recognizes their identity and so states in the minutes.
Likewise, the President may convene sessions of the Board of Trustees to be held in writing to decide on those matters that, for reasons of urgency or other circumstances, do not allow for a delay in their decision.
The Board of Trustees itself is authorized to develop, as necessary, the provisions in the preceding paragraphs.
3. Agreements shall be adopted by a majority of votes, except when the Bylaws or current legislation establish qualified majorities.
4. The Secretary of the Board of Trustees shall take the corresponding Minutes of the meetings, which must be submitted for approval by all members present. These shall be transcribed into the corresponding book and signed by the Secretary with the approval of the President.
5. The position of trustee held by a natural person must be exercised personally. However, another trustee designated by them may act in their name and representation. This action shall always be for specific acts and must comply with the instructions that, where appropriate, the represented party formulates in writing.
Article 18. Executive Commissions
- Acting as a delegate of the Board of Trustees, this Body may establish one or more Executive Commissions among its members and delegate to them the powers they deem appropriate for the successful completion of the task, except for those that, according to current legislation, are not delegable.
- The Secretary is responsible for certifying the agreements of the Board of Trustees, the custody of all documentation belonging to the FOUNDATION, taking the minutes corresponding to the meetings of the Board of Trustees, issuing the necessary certifications and reports, and all those expressly entrusted to them.
Article 19. Unpaid nature of the position of Trustee
Trustees shall exercise their office free of charge, without prejudice to the right to be reimbursed for duly justified expenses that the office may cause them in the exercise of their function.
CHAPTER V
MEMBERS OF THE FOUNDATION
Article 21. Members of the FOUNDATION
All natural or legal persons designated by the Board of Trustees because they meet the conditions established for this purpose by both these Bylaws and the Regulations of the FOUNDATION may be members of the FOUNDATION.
Article 22. Designation and status of the members of the FOUNDATION
The members of the FOUNDATION shall be those designated by the Board of Trustees, including:
- The Spanish Banking Association holds this status.
- Adhered members are companies or financial entities whose admission as such is approved by a simple majority of the Board of Trustees and who pay the corresponding annual fees.
- Honorary. Those who, due to their merits rendered to this FOUNDATION or recognized by it, have received this designation from the Board of Trustees.
The definition of rights and obligations of the different members of the FOUNDATION shall be regulated, where appropriate, in the Regulations to be approved by the Board of Trustees.
CHAPTER VI
ECONOMIC REGIME OF THE FOUNDATION
Article 23. Assets
- The Assets of the FOUNDATION consist of all goods, rights, and obligations susceptible to economic valuation that make up the endowment, as well as those donated to or acquired by the FOUNDATION after its establishment, whether or not they are allocated to the endowment.
- The FOUNDATION must appear as the owner of all goods and rights making up its assets, which must be recorded in its annual inventory.
- The Board of Trustees shall promote, under its responsibility, the registration in the name of the FOUNDATION of the goods and rights that make up its assets in the corresponding public Registries.
Article 24. Financing
1. For the development of its activities, the FOUNDATION shall be financed with resources coming from the return on its assets and, where appropriate, with others from aid, subsidies, or donations received from individuals, companies, or entities, both public and private.
Likewise, the FOUNDATION may obtain income from its activities, provided that this does not imply an unjustified limitation on the scope of its potential beneficiaries.
2. The Board of Trustees is authorized to make the necessary variations in the composition of the FOUNDATION’s assets, in accordance with what the FOUNDATION’s activity or the economic situation of each moment advises, and without prejudice to requesting the due authorization or proceeding with the appropriate communication to the Protectorate.
3. The fiscal year shall coincide with the calendar year.
4. The FOUNDATION shall maintain orderly accounting appropriate to its activity that allows for chronological monitoring of the operations carried out. For this purpose, it shall necessarily keep a Journal and a book of Inventories and Annual Accounts, and any other mandatory books determined by current legislation.
5. In economic-financial management, the FOUNDATION shall be governed by the general principles and criteria determined in the current regulations.
Article 25. Action plan and accountability
- The annual accounts shall be prepared by the General Secretary and approved by the Board of Trustees of the FOUNDATION within a maximum period of six months from the close of the fiscal year, and shall be presented to the Protectorate within the following ten business days after their approval.
- The General Secretary shall prepare, for the Board of Trustees to approve and agree to send to the Protectorate in the last three months of each fiscal year, an action plan reflecting the objectives and activities planned to be developed during the following year.
