STATUTES OF THE "INCLINICA FOUNDATION FOR CLINICAL - PNEUMONOLOGICAL AND CARCINOGENIC RESEARCH"

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SECTION ONE

GENERAL PROVISIONS

Art. 1. Denomination and nature.

 With the denomination FUNDACIÓN INCLÍNICA, PARA LA INVESTIGACIÓN CLÍNICA-PNEOMOLÓGICA Y CARCINOGÉNICA (INCLINICA FOUNDATION FOR CLINICAL-PNEUMOLOGICAL AND CARCINOGENIC RESEARCH), an organisation with the nature of a non-profit making foundation is set up, the patrimony of which is dedicated, on a permanent basis, to the achievement of the aims of general interest appropriate to the institution. Its juridical status will be in accordance with the regulations in force regarding foundations and the encouragement of private enterprise participation in activities in the public interest.

Art. 2. Legal status and capability.

The Foundation established, once inscribed in the corresponding register, has its own legal status and full capability to act, being able to perform, therefore, all those actions that are necessary to achieve the ends for which it has been set up, subject to the conditions laid down in the juridical ordinances.

Art. 3. Rules.

The Foundation will be governed by the legal regulations in force, by the will of the founders as set out in these statutes and by the norms and regulations that, in its interpretation and development of the same, the Board of Trustees shall determine.

Art. 4. Nationality and registered office.

1. The Foundation set up shall have Spanish nationality.

2. The registered office of the Foundation shall be in Oviedo, Spain, at calle Calvo Sotelo, 16, 3º derecha, irrespective of such premises as it may be necessary to open in the execution of its activities.

3. The Board of Trustees may propose the change of the address of the registered office, by appropriate modification of the statutes, to be communicated immediately to the Protectorate in the manner envisaged in the legislation in force.

Art. 5. Area of activity.

The Foundation shall carry out its activities in the Autonomous Community of the Principality of Asturias.

SECTION TWO

THE OBJECTIVE OF THE FOUNDATION; THE BASIC RULES FOR THE DETERMINATION OF THE BENEFICIARIES AND FOR THE APPLICATION OF RESOURCES TO ACHIEVE ITS AIMS.

Art 6. Aims.

The Foundation has as its aims:

a) The encouragement of multidisciplinary investigation in applied clinical research units, particularly in the field of respiratory and tumour pathologies.

b) The training of young researchers in the area described in the previous paragraph.

c) Whatever other aims may prove complementary or of use to the above, including those involved in making public the results obtained.

Art. 7. Achievement of the aims.

To achieve its aims, the Board of Trustees of the Foundation shall promote such activities as it deems appropriate through Annual Action Plans; among others, for example:

a) Administration of its Centres.

b) Concession of economic grants.

c) Institutional subsidies

d) Participation in the activities of other entities that carry out work coinciding with or complementing that of the Foundation.

e) Such other activities as complement or contribute to the above.

Art. 8. Freedom of Action.

The Board of Trustees shall have the freedom to determine such activities of the Foundation, in particular through the Annual Action Plans, as will favour the achievement of those concrete objectives that, in its judgement, are most appropriate or advisable at each moment in the context of its overall aims.

Art. 9. Determination of beneficiaries.

The following are the beneficiaries of the Foundation:

a) Of the scientific results of its research, Spanish society as a whole, and its scientific community.

b) Of the scholarship and grants programmes, any person qualified for the same under the criteria established by the Board of Trustees, respecting always the principles of transparency, objectivity and non-discrimination.

Art. 10. Application of incomes.

The Foundation shall so apply its incomes as to comply with existing legislation, particularly with a view to preserving its suitability for the fiscal benefits this offers, both to the entity itself and to third parties collaborating in its activities in the common interest.

SECTION THREE

GOVERNMENT OF THE FOUNDATION

Art. 11. Characteristics

The Board of Trustees is the organ of government, representation and administration of the Foundation, and shall carry out the functions that correspond to it subject to the dispositions laid down in the Law and in these present Statutes.

Art. 12. Composition of the Board of Trustees. Election of Trustees.

1. The Board of Trustees shall consist of nine members, five of these for life.

2. Lifetime trustees are the founders of the entity, and those who, in accordance with the dispositions of the following paragraph, shall replace them.

3. In the event that any of the lifetime trustees vacates his post, the remaining life members shall designate, by a two-thirds majority, the trustee who shall occupy the vacancy.

4. Non-lifetime trustees, private individuals or legal entities, shall be designated, within the Board of Trustees, by cooptation, a two-thirds majority of those members present being required for agreement to be reached.

Art. 13. Duration of Mandate.

1. Lifetime trustees shall carry out their functions indefinitely, except in the event that they incur in causes motivating relinquishment of the post

2. Non-lifetime trustees shall hold their post for a period of four years, except in the case that they incur in causes motivating relinquishment of the post, and may have their mandate renewed for a further four-year period, the number of renewals being unlimited.

Art. 14. Acceptance of the post of trustee

1. Trustees shall commence the exercise of their functions once they have explicitly accepted the post in a document of public record, in a private document witnessed by notary public, or by their appearance to this effect in the corresponding Register of Foundations.

2. The trustees shall carry out their functions without remuneration, and in no case may they accept payment for performing the duties of their post. However, they shall have the right to be reimbursed for expenses, duly justified, incurred during the exercise of their functions.

Art. 15. Relinquishment and replacement of trustees.

1. Relinquishment of trustees of the Foundation shall occur in the following cases:

a)  due to death or declaration of decease, or to the extinction of the legal entity;

b)  due to resignation, communicated in accordance with the established procedure;

c)  due to incapacity, disqualification or incompatibility, as laid down by the law;

d)  due to relinquishment of the post for which they were nominated members of the Board of Trustees;

e)  due to disloyalty to the entity;

f)  due to judicial decision:

g)  due to the expiry of the period of mandate, if appointed for a specific time; and

h)  for other reasons laid down in the law.

2. Relinquishment shall be effective once the Protectorate is notified; this shall be done in the manner contemplated in the acceptance of the post by the trustee.

3. When a vacancy arises, in a maximum period of two months, the Board of Trustees, or if necessary the lifetime members as a whole, shall designate a person to occupy the same.

Art. 16. Organisation of the Board of Trustees.

1. A President and three Vice-Presidents shall be designated from among the members of the Board of Trustees.

2. Similarly, the President shall designate a Secretary, who may or may not be a member of the Board, in which latter case he shall have the right to opine but not to vote.

Art. 17. The President.

1. The post of President shall be held for periods of four years, and may be renewed indefinitely.

2. It shall correspond to the President to represent the Foundation before all types of persons, authorities or public or private entities; he shall convoke meetings of the Board of Trustees, preside them, direct their debates, and, if required, execute their decisions, being authorised to carry out all kinds of acts and to sign such documents as are necessary to this end.

Art. 18. The Vice-Presidents.

1. The post of vice-President shall be held for four years, although the first mandate may have a duration of three years.

2. It shall be the duty of the Vice-Presidents, individually or collectively as they may decide, to carry out the functions of the President in those cases where the post is vacant due to absence or illness, an to act in representation of the Foundation in cases determined by agreement of the Board of Trustees.

Art. 19. The Secretary.

The functions of the Secretary are to keep all the documentation pertaining to the Foundation, take the minutes corresponding to the meetings of the Board of Trustees, issue the necessary certifications and reports, and all those that are explicitly delegated to him. In cases of illness, absence or if the post is vacant, the youngest member of the Board of Trustees shall carry out the functions of Secretary.

Art. 20. Exclusive Prerogatives of the Board of Trustees.

1. The Board of Trustees may delegate such of its powers as it sees fit, except its exclusive prerogatives, in any other organism created to this effect by agreement adopted by a two-thirds majority of the trustees.

2. In addition to the powers established in the present Statutes, the Board of Trustees shall have the following exclusive prerogatives regarding the supreme direction of the Foundation:

a)  the exercise of management, inspection, control and guidance of the work of the Foundation, ensuring at all times the fulfilment of its aims:

b)  the collection and administration of the funds of the entity, determining its organisational and operational norms (Regulations), objectives, and the means and resources for its financing in accordance with these present Statutes;

c)  any act that, by legal requirement, needs the authorisation of the Protectorate;

d) appointment of the Manager, if this is considered necessary;

e) approval of he Annual Action Plans;

f) approval and modification of the annual budgets and investment guidelines;

g) scrutiny and approval of the annual balance sheet, the memoir of the activities of the foundation and the yearly accounts;

h) approval and modification of the corpus of economic and financial regulations and of any other type that are necessary for the working and organisation of the Foundation and the management of its funds;

i) the creation, modification and dissolution of Working Committees and the approval of the Regulations under which these will operate;

j) setting up trading or private societies that meet the aims of the Foundation, or contributing to the same, and participating in other such entities , underwriting and disbursing capital, or acquiring shares, stocks or bonds;

K) drawing up affidavits of having faithfully carried out the wishes of its members, accrediting this when required to do so by the Protectorate.

Art. 21. Meetings of The Board of Trustees and notification.

 1. The Board of Trustees shall meet at least twice a year, once to approve the annual accounts and report of the financial year and again to approve the Annual Action Plan and the budget for the following financial year.

2. It shall be the responsibility of the President to convoke meetings of the Board of Trustees, whether on his own initiative or when required to do so by one third of the members.

3. Notification shall reach each member at least five days before the meeting is to be held, using a method that allows acknowledgement of receipt to be recorded. This notification shall specify the place, day and time the meeting is to be held, together with the agenda.

4. No prior notification shall be required when all trustees are present and unanimously decide to hold a meeting.

Art. 22. Mode of debate and decision taking.

1. The Board of Trustees shall be validly constituted when at least one half plus one of the members are present.

2. Decisions shall be adopted by simple majority of votes except when the Statutes require a special quorum.

3. The Secretary shall take the Minutes of the meetings of the Board of Trustees, which must be signed and approved by all the members present at the same. The Minutes shall be copied into the appropriate book and shall be signed by the Secretary with the approval of the President.

Art. 23. Duties of the Board of Trustees.

1. The actions of the Board of Trustees shall be in accordance with existing legislation and with the will of the founders as expressed in these Statures.

2. It is the responsibility of the Board of Trustees to fulfil the objectives of the Foundation and to administer the goods and titles that constitute its patrimony, maintaining fully the productivity and utility of the same.

3. The Board of Trustees shall advise eventual beneficiaries and other interested parties so that they are sufficiently well informed of the aims and activities of the foundation.

Art. 24. Duties and responsibilities of the Trustees.

1. Among others, the duties of the trustees are to ensure fulfilment of the objectives of the Foundation, attend the meetings to which they are convoked, carry out the functions of their office with the diligence proper to a faithful representative, maintain in good state of repair and productivity the goods and titles of the Foundation and comply in their actions with the requirements of the existing legislation and of these present Statutes.

2. The trustees shall be answerable before the Foundation for damages caused by actions contrary to the Law or the Statutes or those negligently performed. Those who explicitly opposed, or did not participate in the adoption of, the agreement leading to such responsibility shall be exempt from responsibility for it.

Art. 25. The unremunerated nature of the post of Trustee.

1. The trustees shall carry out the duties of their office without remuneration and shall in no case receive payment for discharging these duties.

2. The trustees shall be entitled to reimbursement for duly justified expenses incurred in the discharge of their duties.

Art. 26. Honorary Board of Trustees.

1. The Foundation may set up an Honorary Board of Trustees, made up of an indefinite number of private individuals and legal entities of special relevance for the entity.

2. The Honorary Board of Trustees, which may have an Honorary President and up to three Honorary Vice-Presidents shall have no functions other than honorific ones, and shall in no case assume rights in the administration and control of the entity, nor bear any responsibility whatsoever for the actions or contracts of any of the organisms and agents of the entity.

SECTION FOUR

ECONOMIC REGIME

Art. 27. Patrimony of the Foundation.

The patrimony of the Foundation may comprise all kinds of goods and titles subject to economic valuation.

Art. 28. Equipment of the Foundation.

1. The equipment of the Foundation shall comprise all the goods and titles that make up the initial equipment of the Foundation and those others of the same nature that shall be added to it subsequently.

2. All the goods of the Foundation shall figure in the name of the Foundation and be detailed in its Inventory and in the corresponding Register of Foundations.

Art. 29. Financing.

1. The Foundation shall be financed for the carrying out of its activities by the resources deriving from the productivity of its Patrimony and, eventually, by those proceeding from grants, subsidies and donations received from individuals and entities, whether public or private.

2. At the same time, the Foundation may derive incomes from its activities, always supposing that this does not imply any unjustified limitation on the range of its possible beneficiaries.

Art. 30. Administration.

The Board of Trustees shall be empowered to make such necessary changes to the composition of the Patrimony of the Foundation as seem advisable in the economic situation at any given moment, without this affecting the need to request appropriate authorisation or to duly communicate the same to the Protectorate.

Art. 31. Financial Regime.

1. The financial year shall coincide with the calendar year. The Foundation shall keep all the books required by the existing legislation and those others appropriate to the good order and exercise of its activities, and to the effective control of its accounts.

2. In its financial and economic management, the Foundation shall operate according to the principles and general criteria determined in the existing legislation.

Art. 32. Budget planning, presentation of Accounts and Report of Activity.

1. At yearly intervals, the Board of Trustees of The Foundation shall approve: The inventory of the patrimony of the Foundation at the end of the financial year, the balance sheet of the situation, the statement of results and the report detailing the activities of the Foundation and its economic management, to include the financing situation and the extent to which the aims of the Foundation have been fulfilled. Furthermore, the report shall specify variations in the patrimony and changes in the organs of government, management and representation.

2. At the same time, the Board of Trustees shall approve the budget for the following year, which shall clearly set out the previsions for income and expenses during the same, together with an explanatory memoir.

3. The above documents, once approved by the Board of Trustees of the Foundation, shall be remitted to the Protectorate within the first six months of the financial year following the one to which they refer to be examined and subsequently deposited with the Register of Foundations, except the budget, which shall be sent within the first three months of the financial year it affects.

4. If the Foundation should have to meet established legal requirements, the previous documentation shall be subjected to external audit and the report of the same shall be sent to the Protectorate within a period of three months calculated date to date from the day the report in question was issued.

SECTION FIVE

REGARDING MODIFICATION, AGGREGATION OR EXTINCTION

Art. 33. Modification of the statutes.

1. By agreement of the Trustees, the present Statutes may be modified whenever it is convenient and in the interests of the Foundation. Such modification will have to be undertaken when the circumstances governing the constitution of the Foundation have changed to an extent that its activities can no longer be satisfactorily carried out in accordance with the Statutes in force.

2. For agreements modifying the Statutes to be adopted, a voting quorum of at least three quarters of the members of the Board of Trustees shall be required.

3. The modification or rewriting of he Statutes agreed upon by the Board of Trustees shall be communicated to the Protectorate.

Art. 34. Fusion with another Foundation.

1. The Board of Trustees may propose to the Protectorate the fusion of the Foundation with another, subject to agreement being reached with the other interested party.

2. The agreement for fusion must be approved by a majority of at least three quarters of the members of the Board of Trustees.

Art. 35. Lifetime of the Foundation. Extinction.

1. The Foundation is set up for time unlimited.

2. The Foundation shall be extinguished for reasons and procedures established in the existing legislation.

Art. 36. Liquidation and adjudication of assets.

1. The extinction of the Foundation shall determine the opening of the process of liquidation, to be supervised by the Protectorate.

2. The whole of the goods and titles resulting from the liquidation shall be allotted to the foundations and non-profit making entities that pursue aims to the common good, and whose assets, including in the case of its dissolution, are dedicated to the achievement of such aims, or to public entities of a non-foundational nature that pursue aims to the common good. The Board of Trustees is expressly authorised to effect such application.