Organization: Management Comittee

The Governing Board is the delegated body that assumes all of the Foundation’s governance, representation and administrative functions and capabilities that are not the exclusive and permanent authority of the Board, in accordance with Article 16 of these statutes and applicable Foundations legislation.

1. The Governing Board’s functions and capabilities include, but are not limited to:

a) Preparing the Foundation’s action plan, as well as the financial study that makes it possible to carry out the plan. In addition, preparing the inventory, balance sheet, profit and loss account, the activities and financial management report under the terms in Article 25 of Law 50/2002, as well as sending all of these documents to the Board for its approval.

b) Providing ordinary representation of the Foundation in all types of relationships, instruments and contracts of any kind, and before the State, Autonomous Regions, Provinces and Municipalities, authorities, centres, and agencies of the Administration, Courts, magistrates, Corporations, organisations, companies, legal persons and individuals of all kinds exercising all of the rights, actions and exceptions, and following the procedures, proceedings, cases and appeals in proceedings, cases, claims and lawsuits that fall within the competency of or interest the Foundation, granting the authorities that it deems appropriate for this purpose.

c) Acquiring property and rights for the Foundation by any title, and carrying out all types of instruments and contracts for acquisition, possession, administration, alienation and encumbrance, concerning personal and real estate property, including those related to real estate property rights, and provided that they do not require authorisation by the Protectorate.

d) Accepting obligations on behalf of, and representing, the Board.

e) Collecting and receiving rents, proceeds, dividends, interest, profits and any income and benefits from the property comprising the Foundation’s assets.

f) Making necessary payments and specific expenses in order to collect, administer, and protect the funds of the Foundation.

g) Directing financial management, and in such case:

1º. Ordering payments and administering expenses in accordance with budgetary provisions.
2º. Providing for the opening of current or credit accounts in the Foundation’s name, at financial institutions, including the Bank of Spain. Carrying out all types of bank and currency exchange transactions.

h) Organising and managing the internal and external operation of the Foundation, establishing rules of every type that it deems appropriate; freely appointing and removing managerial, specialised, technical, administrative, auxiliary and subordinate personnel, and personnel of any other nature and setting their salaries, fees and bonuses in accordance with current legal rules.

i) Giving powers to any member of the Governing Board or the Executive Director or the person designated to carry out any above-mentioned function, capability or authorisation. Duties that cannot be delegated or that require authorisation by the Protectorate cannot be authorised in any circumstances.

j) All other duties and authorities that arise due to its nature as a body to which the governance, administration and representation of the Foundation have been delegated.

k) Supervising the work of the Executive Director.

In any case, the Governing Board shall inform the Board of all decisions adopted so that it can supervise the work of the Governing Board.

2. The Governing Board comprises four voting members, including one President and one Vice President. All of the positions and voting members of the Governing Board shall be designated by the Board among its members, maintaining parity between SEIMC and GESIDA and, as far as possible, between microbiology and infectious diseases.

If they stop being a board member, this automatically implies their resignation from the Governing Board. If the number of voting members falls below three, the empty position will be held by a board member selected by the President of the Foundation until the next board meeting.

If a member of the Governing Board cannot attend the meeting, another member of the Governing Board may act on their behalf and representation. In any case, for the meeting to be quorate, two members must attend in person.

The Executive Director and the Auditor-Treasurer of the Foundation will attend meetings. They can voice their opinion but may not vote, except if they are board members and members of the Governing Board. The Executive Director will perform the duties of Secretary of the Governing Board.

Agreements shall be adopted by a simple majority of the members present and represented.

Agreements shall be recorded in the corresponding Minutes, a copy of which shall be delivered to the President of the Board in all circumstances. In order to make agreements effective, the Secretary will issue certifications with the approval of the President of the Governing Board.

At every meeting a Board Spokesperson will be designated to handle matters on a daily basis, reporting to the Board at the next meeting.

At their own initiative or at the request of any of the voting members, The President will summon a Board meeting.