"STATUTES"

CHAPTER I.- GENERAL PRESCRIPTIONS

Article1.- Under the name “CAMPUS DOCENT SANT JOAN DE DÉU, FUNDACIÓ PRIVADA” was constituted a non-profit entity with a legal personality of its own and full capacity for operating, that subsumed the UNIVERSITY SCHOOL OF NURSING "Sant Joan de Déu", property of the HOspital Order of San Juan de Dios, Province of Aragon San Rafael Arcángel and at the same time the CENTRE DOCENT SANT JOAN DE DÉU, established in 2006 to impart professional and postgraduate training modules.

The Fundació shall be subject to current legislation in Catalonia in regard to foundations. However, concerning the part of the University corresponding to its nature of University School of Nursing, legislation of the University of Barcelona shall be aplicable on it because of its adscription to it.

Article 2.- The Fundació shall mainly have Catalonia as territorial scope for the development of activities, without impeding it to carry them in the Spanish State or abroad.

Article 3.- The Fundació has its own legal personality and possesses full legal capacity and ability to act for the concession of its founding charter on the public deed and the inscription on the Foundation Registry of the Generalitat de Catalunya.

The Fundació is subject to the legal provitions aplicable to it, to the ones established in these statutes and to the agreements that may adopt the Board of Trustees in the exercise of its functions.

Article 4.- Foundational purposes shall be teaching and training in health and social sciences, specially the impartition of lessons corresponding to the attaining of the Nursing Degree, always in conformity with the current study plan and according to the guidelines established in the Adscription Convention signed with the University of Barcelona.

Similarly, shall be considered goals of the institution the impartition of University Master courses that give access to doctorate, as well as Masters and Postgraduate courses in their own right: and the impartition of training cycles lessons related to the social scope or health sciences.

However, this main activity does not exclude the Fundació from being able to develop at the same time other teaching and continuous formation activities in matters of content, exclusive or not to nursing.

The developing of foundational activities shall always be conducted from the values and principles of the ethos of the Order of San Juan de Dios, although understanding that the University of Barcelona, which is adscribed to the activity that carries out as University School of Nursing, is directed by a principle of secularity.

The same way, foundational activities shall be carried out following the rules that specifically regulate them, via the obtention, if needed, of the applicable permits and licenses.

Artícle 5.- All those people who meet the criteria of access to formal or non-formal training activities  that conducts the entity are beneficiaries.

Election of beneficiaries must be executed by the Board of Trustees, according to the principles of imparciality and non-disrimination, and following the academic criteria established in each instance, depending on the kind of teaching activity, as access or admission requirements. The Board of Trustees may delegate to the Administartion the application of this criteria and the selection of students.

Article 6.- The domicile of the Fundació is on Miret i Sans street, numbers 10-16, in Barcelona.

Article 7.- The Fundació is constituted indefinitely and shall not extinguish if it is not for those cases provided in those statutes, in conformity with the current legislation and with the fulfilment of the necessary requirements.

CHAPTER II.- HERITAGE AND ECONOMIC REGIME

Article 8.- Heritage of the Fundació was constituted with the contribution of the founding entity done in the writing of the founding charter, as well as with all heritage adscribed until date to the functioning of the University School of Nursing "Sant Joan de Déu". This heritage shall be able to increase with new contributions or capitalisations or with other assets incorporated to the heritage of the Fundació for any title or concept, always in conformity with the current legislation.

Article 9.- The Fundació shall allocate rents and other forms of income that may obtain the entity from its activity to the conducting of its foundational aims, as well as all needed human resources to ensure a high grade of quality in both the teaching and training given.

Article 10.- Assets composing the dotation and those directly destined to the fulfilment of foundational aims shall only be able to be alienated or taxed for onerous title respecting the conditions imposed by the founders or contributors. The product obtained from it alienation or taxation must be reinvested in the acquisition or the improvement of other assets, always applying the principle of real subrogation.

If rare circumstances are given that prevent fulfilling total or partially the duty of reinvestment, before conducting the act of disposition the Board of Trustees must present a responsible declaration to the protectorate in which clarifies that those circumstances are given and must provide a report undersigned by independent technicians that credits the necessity of the act of disposition and the reasons that justify the non-investment. Also must justify the destination given to the product that is not reinvested, which must always be within the foundation aims.

The need and convenience of disposition and direct or indirect taxing operations must be documentally justified and credited. The Board of Trustees, before conducting the acts of disposition, must count with the adecuate information to take the decission responsibly.

It is required a previous authorization of the Protectorate to conduct acts of disposition, taxing or extraordinary administration in the following cases:

a) if the donor expressly demands it

b) if a statuary disposition so stablishes it

c) if the assets or rights object of disposition have been received from public institutions or have been acquired with public funds.

The Board of Trustees may perform, as long as it is necessary and of conformity with what suggest the economic situation and current legislation, the pertinent modifications in the investments of the constituent patrimony.

For the conducting of acts of disposition on the assets and rights that compose the constituent patrimony and for the acceptance of inheritages, legacies and other items and rights susceptible to integrate to the founding capital, it is required the favorable vote of the Board of Trustees with the majority of two thirds out of the total number of patrons and the fulfilment of the legally provided requirements.

When acts of disposition, alienation or taxation require the adoption of a responsible declaration, it shall be necessary the favorable vote of two thirds out of the total number of patrons, without computing the ones that may not vote for reasons of conflict of interests with the foundation.

Article 11.- Are incomes of the Fundació through the fulfilling of fundational aims:

- Rents obtained by the heritage of the Fundació.
-Incomes coming from its teaching and training activities, specially registration fees of the students that follow teaching courses, as well as also other paid services it provides.
- The import of subsidies and other contributions it may receive to directly allocate them to the conducting of foundational purposes.

Article 12.- Incomes and rents obtained from each exercise shall be applied to the various foundational purposes in the way that results from the budget approved by the Board of Trustees, and at least the 70%, in the maximum period of 4 exercises counting from the next to the accounting certification. The rest must be destined either to the deferred performance or to the increase of its own funds. The Board of Trustees must approve the ways of application of the remaining.

If the foundation receives assets or rights of which destination is not specified, the Board of Trustees shall decide if they are applied for foundational purposes or to increase the heritage of the entity.

Related charges from the functioning of the Board of Trustees and its delegate organs, not counting to this effect the cost of administrative or management functions, may not be superior to the 15% of the net income during the exercise.

Article 13.- The Fundació is regulated by the annual budget system of income and expenses, altough the budgetary exercise begins on September 1 and ends on August 31, matching the academic year. During the exercise, organs of the Fundació shall be able to request the indispensable modifications of the ordinary budget, which must be approved by the Board of Trustees.

The Fundació shall conduct a daily book and an anual inventory ledger and account book.

Article 14.- The Board of Trustees shall formulate annually the inventory and annual accounts closed by August 31, which shall reflect with clarity and accuracy the property status of the FUndació at that time, in accordance with the principles of accounting generally admitted and with the provisions that may be applicable in each instance.

The annual accounts form a single unit and are integrated by:

- ballance sheet,
- income statement,
- statement of changes in equity, 
- statement of position and cash flows,
- memory, in which must be completed, expanded and commented the information contained in the balance and income statement, and must be detailed the proceedings conducted in compliance with the foundational means and specify the number of beneficiaries and the services these have received, modifications in the composition of the Board of Trustees, if any, and the way in which has been fulfilled the obligation of giving publicity enough to its object and activities.

Article 15.- The Board of Trustees shall approve the annual accounts referenced within the six months after the financial year-end date and shall submit them to the Protectorate of Foundations of the Generalitat in a deadline of 30 days counting from the approval.

The Board of Trustees must approve and present, in relation to the temporary financial investments it may conduct in the stock market, a yearly report concerning the degree of compliance of the code of conduct that must follow non-profit entities, in agreement with the current regulations or what may dispose the regulatory entity.

Annual accounts shall be submitted to an extern audit whose allocation shall be conducted by the Board of Trustees.

CHAPTER III.- OF THE INTERNAL ORGANS OF THE FUNDACIÓ

Article 16.- The Fundació shall be governed by the Board of Trustees, the Permanent Commission -if the Board of Trustees considers it appropiate- and the Director.

Likewise, it shall count with other two monitoring and campus activity management organs whose tasks, competences and operation shall be defined in the Internal Regulation.

Title I.- Of the Board of Trustees

Article 17.- The Board of Trustees shall be formed by a minimum of five and a maximum of nine members, designed in the manner determined hereunder:

a) The Provincial of the Hospital Order San Juan de DIos (province of Aragon) or the person designed by them. They or another one shall exert the charge of President of the Board of Trustees.
b) The rest of the Members of the Board of Trustees shall be named by the Hospital Order of San Juan de Dios (province of Aragon), with the following constraints:
- One of the patrons must be a member of the University of Barcelona, and shall be named by proposal of the Rector.
- One of the patrons shall be a professor at the Campus Docent.
- One of the patrons shall be a student at the Campus Docent..

The President shall be a patron ex officio, because of the charge they hold. The rest shall exert the mandate for a period of four years, being re-eligible indefinitely. Despite the period length previously mentioned, patrons shall be able to be ceased at any given time by the referred Hospital Order of San Juan de Dios.

Patrons must be in any case people with full capacity to work, who aren't disqualified nor incapacitated to exert public charges or functions or to manage assets, and who have not been convicted by crimes againts heritage or the socioeconomic order or by crimes of falsehood.

Article 18.- The Board of Trustees has the representation of the Fundació, holding all those faculties that may be necessary for the conducting of institutional purposes, with no exceptions more than the established in the applicable law.

Validation of new staff incorporations, and the rest of acts listed in section 3 of article 332-1 of the law 4/2008 of the third book of the Civil Code of Catalonia, exclusively corresponds to the government and administration of the Campus Docent.

Article 19.- If any patron of the chosen ones should cease in their charge before finishing the period of their mandate shall be able to be substituted, but the duration of the charge shall be the same that corresponded the displaced patron.

The execution of the charge is very personal: only ex officio members, whose ownership is attributed by reason of their position, shall be able to be substituted by the person who legally replaces them.

Patrons take office after having expressly accepted the charge through some of the ways established in the applicable law.

Article 20.- The Hospital Order of San Juan de Dios shall choose a Board of Trustees Secretary, who may or may not be a patron.

Article 21.- The President shall possess the following faculties: Representation of the Fundació, execution of agreements, convene the Board of Trustees for its own accord or on request from a fourth part of the members, pointing the order of the day at meetings, call for voting and adjourning meetings.

Moreover, the President shall carry out all those faculties expressly entrusted by the Board of Trustees, according to the provided on the applicable law.

Article 22.- The Secretary shall have in their charge the direction of administrative works of the Fundació, guard its documentation and take the minutes of the meetings, indicating date and place, order of the day, detail of resolutions adopted with indication of the result of votes and majorities, as well as interventions in which it is expressly requested to be put on record. This records shall be transcribed to the minutes book once they have been approved, being signed by the Secretary and approved by the President. The Secretary shall also have in their charge the proceeding of convenings.

Article 23.- Meetings of the Board of Trustees shall be valid when at least half plus one of the members attend personally or represented in the legally admissible way. Agreements shall be adopted by simple majority of the present and, in the event of a tied vote, the President shall hold a casting vote. It shall be necessary the favourable vote of two thirds of the total number of patrons fo the adoption of the following agreements:

a) Amendment of the statutes.
b) Dissolution, fusion or excision of the Fundació.

From each meeting shall be recorded the corresponding minutes, and shall be gathered in the Minutes Book of the Fundació and approved either by the end of the meeting or on the next meeting by simple majority of votes of the attendants. However, agreements have executive force since their adoption except in the case that the Board of Trustees specifficaly delays its effectiveness until approval of the minutes.

The Board of Trustees may invite to the meetings, with voice and no vote, people it considers convenient.

Article 24.- The Board of Trustees shall empower the President and Director so in its behalf it may assume the obligations it agrees with and carry out the appropriate arrangements to ensure the proper functionof the entity and conducting of foundational purposes. Likewise, the Board of Trustees shall be able to designate one or several delegates or guardians of the Fundació for speciffic reasons if needed. None of the functions indicated in the second paragraph of art. 18 of these statutes shall be delegable.

Article 25.- The Board of Trustees shall celebrate, at least, two meetings per year by call of the President with at least 15 days in advance, although it shall be possible to perform all that consider appropriate, either of an ordinary or extraordinary nature, or by request of ¼ of the Patrons, in which case the meeting must be held within the next 30 days after the request. Meetings of the Board of Trustees may be held at the domicile of the foundation or at the fomicile of the Hospital Order of San Juan de Dios (province of Aragon).

The Board of Trustees may meet exceptionally via videoconference, multi-conference or any other system that does not imply the physical presence of the patrons. In this cases, it is needed to ensure the identification of the attendants to the meeting, continuation in the communication, possibility of intervening in the deliberations and vote casting. The meeting shall be considered held in the place where the President is found. At virtual meetings, must be considered patrons those who took part in the multi-conference and/or videoconference. The calling of reunions corresponds to the President and must contain the order of the day of all those matters to be treated at the meeting, out of which valid agreements may not be taken.

It will be possible to adopt agreements by casting the vote via postal mail, telematic communication or any other media, as long as the rights to information and vote are guaranteed, remains proof of the vote reception and authenticity is ensured. It is understood that the agreement is adopted at the place of the domicile of the legal person and on the date of receipt of the last of the validly cast votes.

Article 26.- Patron charges are free. It does not suppose a contradiction to this principle of gratuity the fact that patrons may be retributed, previous acreditation, diets, travel or representation expenses that had to be taken.

Article 27.- Members of the Board of Trustees, people with managerial function and/or staff of the Fundació, for the purpose of avoiding conflicts of interests, must abstain from taking part in all kinds of businesses and activities that may compromise the objectivity in the management of the Fundació and may not take part in societies or other entities constituted or invested by the Fundació.

The Fundació may not establish with them contracts for the sale or rental of real estate or furniture of extraordinary value, loan of money, nor providing paid services, beyond those that are duly justified, endorsed and justified according to the requirements provided by law, for an employment contract by reason of the task that was entrusted with inside the Fundació.
In the event of a conflict of interests with any of these people the current regulations applicable at each time shall be complied with.

Article 28.- Patrons cease in their charge for the following causes:
 
-Death or statement of absence.
-Incapacity or disqualification.
-‎Termination of the person in office or appointment on the basis of which they were part of the Board of Trustees.
-‎End of the term of office, unless renewed.
-‎Waver notified to the Board
-‎Judgment that deems the action for responsibility of damages to the Fundació or that decrees the removal of the charge.
-‎Others established by the law or statutes.

The waver to the charge of patron must feature any of the established methods for the acceptance of the charge, but only produces third-party effectiveness when registered in the Foundations Registry.

Title II.- Of the Permanent Commission

Article 29.- If the Board of Trustees considers it timely, a Permanent Commission shall be constituted, composed of the President of the Board of Trustees and two other patrons to appoint the Board, and which will have the following functions:

a) Approve, on the motion of the Direction of the Campus Docent, the guidelines of the teaching policy of the entity.
b) Report about proposals for new teaching and non teaching staff to raise them up to the Board of Trustees.
c) Make operational the agreements that the Board entrusts it with.

The Permanent Commission shall meet, on its President call, as many times as necessary for the correct management of the Fundació and following of its regular activity, keeping record of all its meetings and agreements, which will be available for the Board of Trustees at all times. The Director of the Campus Docent shall always attend the meetings, with voice but no vote.

Title III.- Of the Director of the Campus Docent.

Article 30.- The Director of the Campus Docent shall be named by the Board of Trustees. However, as Director of the University School of Nursing (EUE), as part of their functions, it shall be necessary that they have been proposed with also the aprproval of the Rector of the University of Barcelona, as diposes the School's membership agreement with the University.

Article 31.- Are functions of the Director:

•    Exert with professionality and rigor all those functions of the administration tasked by the ownership of the Campus: The Hospital Order of San Juan de Dios.
•    Watch for the compliance of current legislation and curricular suitability regarding the teaching imparted at the Campus.
•    Watch for the proper development of the quality policy.
•    Conduct the academic control of the Campus Docent.
•    Enhance the welcoming and integration of students, the orientation and companionship as characteristic features of the Campus.
•    The govern and administration of the Campus Docent in its regular management, always reporting back to the Board of Trustees, and with the help of the corresponding Head of Studies.
•    Representation of the Campus Docent and acting on its behalf before third-parties.
•    Convene and preside over the Teaching Cloister of the Campus and the School Council of the Centre, as well as all Delegated Commissions.
•    Asumming the maximum responsibility of daily management and following of the Campus Docent as well as execution of agreements of the different participatory organs of the Campus Docent.
•    Managing expenses according to the budgets.
•    Hire the teachers and the necessary collaborators, as well as the non-teaching staff, having to inform the Board of Trustees for its validation on the first meeting.  The DIrector is the direct boss.
•    Give approval to all certifications, mnutes and other official documents of the Campus Docent, except for those that need the approval of the President of the Board of Trustees.
•    Watch for the environmental security of the Campus and its impact on the surroundings.
•    The rest of management and supervision skills inherent to its functions, in conformity with the current legislation.

CHAPTER IV.-MODIFICATION OF THE STATUTES AND DISSOLUTION OF THE FUNDACIÓ

Article 32.- The Board of Trustees, through an agreement adopted by conformity with what is provided in art. 23 of these statutes and the applicable law, and prior express call, may modify the statutes, agree to the fusion or excission from the Fundació, with the authorisation of the Protectorate accordinf to the applicable law.

Article 33.- The foundation shall extinguish because of the imposibility of conducting the foundational purpose with the characteristics pointed in these statutes or because of the lack of financial means needed to achieve it. Appreciation of these circumstances corresponds to the Board of Trustees.

In any case, the agreement must be taken with the vote of two thirds of the members in office. The final agreement shall be submitted to the approval of the Protectorate, and shall be necessary to observe the prescriptions established in the current universitary law at that time.

Article 34.- The dissolution of the Fundació means its liquidation, which must be conducted by the Board of Trustees, liquidators if any or, collaterally, the Protectorate.

The remaining heritage must be assigned to some foundation or other non-profit entity with similar purposes to the ones of the Fundació, as long as it is an entity considered as beneficiary of patronage for the purposes provided for in Articles 16 to 25, both including, of the Law 49/2002, or to a public entity of non foundation nature that pursues goals of general interest and similar to the ones of the Fundació. Among the above-named entities, the Hospitalary Order of San Juan de Dios (Province of Aragon) whall have preference in first place as long as it fulfils the above requirements.

"Adjudication or destiny of the remaining heritage must be authorised by the Protectorate before it is executed."

V.- Expressly empower the President and Secretary of the Board of Trustees who, in execution of the above agreements, any of them acting in an indistinct and solidary way may grant and sign as many public and private documents may be necessary or convenient to obtain its registration in the Public Record should proceed, includin documents of subsanation or clarification of others.