1. The SEIMC / GeSIDA Foundation (hereinafter the Foundation) is a non-profit organisation which has assigned its assets permanently to achieving the public interest purposes set out in Article 5 of these statutes.
2. The Foundation has Spanish nationality.
3. The territorial scope in which it principally carries out its activities is the entire State, without prejudice to its ability to conduct international activities.
4. The Foundation’s registered address is calle Agustín de Betancourt, 13 – entreplanta, 28003 Madrid. The Board may transfer the Foundation’s registered address to any other place in the Spanish State, by the appropriate amendment of the statutes and subsequent notification to the Protectorate. In the same manner, and to better fulfil the purposes of the Foundation, the Board may create offices in other cities in Spain.


The Foundation is established for an indefinite period. However, if at any time the purposes of the Foundation may be deemed fulfilled or impossible to fulfil, the board may agree to close the Foundation in accordance with Article 29 of these statutes.


The Foundation is governed by the founder’s intention stated in these statutes, by any provisions established by the board in interpretation and performance of the same, and, in all cases, by Law 50/2002 of 26 December, concerning Foundations and other rules of practice. In addition, generally, by the rules contained in the civil and legal-administrative legislation in force at any time.


Following timely registration conferring legal status, the Foundation will enjoy full legal capacity and capacity to act. As a consequence, it may (including but not limited to) acquire, conserve, possess, dispose and transfer by any means and encumber any type of property, real or personal, and rights; carry out all types of act and contracts; receive and pay loans; settle and appeal to governmental or judicial means bringing all types of actions and exceptions before the courts, tribunals and public and private entities. The foregoing is without prejudice to any authorisations granted by the protectorate or any administrative communications proceedings and ratifications appropriate before the protectorate.



Following the express intention of the founders, the Foundation pursues the following purposes: to encourage, promote, and favour scientific and technical research, as well as training, development and publication of knowledge in the field of infectious diseases and clinical microbiology, and the various related pathologies.
In order to better fulfil its purposes, among others, the Foundation may conduct the following activities:
– Promotion, coordination, financing and performance of clinical trials as well as observational studies, epidemiological studies, on pathology, diagnosis, prevention and control or basic research.
– Promotion and performance of scientific research in general and technological development.
– Development of quality control programmes.
– Disseminating and informing public administrations, entities and universities about various aspects of infectious diseases and clinical microbiology.
– Granting scholarships and support for research or the performance of research projects. – Conducting congresses and all types of national and international scientific meetings.
– Promoting courses, conferences, colloquia, seminars, round tables and specialised workshops.
– Editing, publishing and selling books, reviews and other printed, electronic and audiovisual materials about advancements and other aspects related to infectious diseases and clinical microbiology, including HIV infection and its complications.
– Social, health and psychological support for people affected by HIV-AIDS and other infectious diseases as well as assistance for families or carers.
– Cooperating with health, support and research entities and with the pharmaceutical industry.
– Conducting all related activities or activities that complement the activities mentioned above.
– Generally conducting all activities to best achieve the purposes.
– Exercising specific economic activities in order to fulfil the purposes.


The Foundation will plan and conduct its activity with complete freedom, within its broad purposes described in Article 5 and at all times subject to the activity programme previously approved by the Protectorate toward those specific objectives that, in the opinion of the Board, are the most appropriate or convenient at any time.


The Foundation’s purposes may be carried out by the following, non-exhaustive means:
a) By the Foundation directly, at its own or other facilities.
b) By creating or cooperating in the establishment of other associations, foundations or companies.
c) By participating or cooperating in the activities of other entities, bodies, institutions or persons of any type, both natural and legal, that may serve the purposes pursued by the Foundation.



1. At least seventy percent of the net results from economic activities conducted and of the income obtained from any item, (after deducting expenses incurred to obtain such results or income under the terms of current legislation,) must be destined to achieving the Foundation’s purposes. The remainder shall be used to increase the Foundation’s funds or reserves, as approved by the Board.
2. The deadline for meeting this obligation is the period between the beginning of the fiscal year in which such results and income have been obtained and four years after the close of said fiscal year.


The Foundation’s resources will be considered allocated free of quotas for achieving the purposes of the Foundation.


1. In general, the Foundation will try to attend and direct its activities to the largest possible sector of the population, principally in research and training activities.
2. Where beneficiaries must be selected, in cases such as granting scholarships, project financing, or, exchanges (among others) the Foundation will principally serve those persons who from the sector of the population that can be served in accordance with the objectives of the Foundation, in accordance with the general criteria of impartiality and non-discrimination and the specific criteria of merit and ability, without prejudice to the ability to consider territorial plurality, or the personal situations of the needs of the beneficiaries, order of requests and other similar criteria.
3. No person may claim, either individually or collectively, any right to enjoy benefits before the Foundation or its board, before these have been granted, or require that they be granted to any specific persons.


The Foundation will provide sufficient information about its purposes and activities so that these may be known by potential beneficiaries and other interested persons.



The bodies of the Foundation are: the Board, the Governing Board, the Executive Directorate and the Auditor-Treasurer.


1. The Board is the Foundation’s supreme governing, administrative and representational body.
2. The Board will comprise a minimum of nine and a maximum of fifteen members. These may be ex-officio and elected members. They may be natural persons with the full capacity to act and who have not be debarred from exercising public duties, as well as legal persons. In this latter case the natural person who represents them must be designated.
3. Any professional who has had or has a direct relationship with infectious diseases or clinical microbiology may become an elected member of the board. Legal entities whose objective or purpose is related to any of the Foundation’s purposes may also be elected to the board. In such cases, the natural person designated as representative will act on behalf of such entities.
4. The President of the SEIMC, the Vice President of the SEIMC, the President of GeSIDA, the Secretary of GeSIDA, a representative of Quality Control of the SEIMC, the Treasurer of the SEIMC, the voting member of the Board of Directors of the SEIMC responsible for Study Groups, the voting member of the Board of Directors of the SEIMC who acts as representative on the Scientific Committee for study evaluation and monitoring and the spokesperson of the Board of Directors of GeSIDA who acts as the representative on the Scientific Committee for study evaluation and monitoring shall be ex officio members of the board. In the event that a board member fulfils two of the above criteria, that person will be representing the higher category position on the Board. As far as possible, the principle of respect for parity between representatives of Microbiology and Infectious Diseases shall be taken into account on the Board.
5. The Board members will freely perform their duties without accruing any compensation for the exercise of their duties. However, they shall be entitled to reimbursement of duly substantiated expenses incurred in the performance of any specific mission conferred upon them on behalf of, or in the interest of, the Foundation. Notwithstanding the foregoing, board members may enter into contracts with the Foundation, on their own behalf or on behalf of any third party, with the prior authorisation of the Protectorate. If applicable, the Board may determine appropriate compensation for those board members that provide services to the Foundation that are different from those involved in the performance of their duties as Board members.
6. Its members will perform their duties with the advice of a legal representative. Board members will be jointly liable to the Foundation for any damages and injuries caused by acts that violate the Law or the Statutes, or caused by a lack of due care in the performance of their duties.
7. Board members will exercise their authorities independently, without interference or limitations. As a consequence, they will not be required to observe any requirements other than those expressly provided in these statutes or those established with Legal character in the law in the adoption of their resolutions or agreements of any nature.


1. The first Board will be designated in the deed of establishment.
2. Board members will serve for a term of 4 years, excluding those who are board members due to their positions at the SEIMC and GeSIDA, who will serve for the duration of that position, starting from the time it is accepted, without prejudice to their ability to resign from such position at any time. They may be re-elected as many times as the board considers appropriate. In the event that the four year term expires before the board can be replaced and as a consequence of such situation the number of board members becomes lower than three, all of the affected board members will automatically extend their term until the next board meeting.
3. The elected Board members will be elected by a ¾ majority of the board members present or represented at the meeting. The Board will determine the number of elected members, not exceeding the maximum of a total of 15 Board members.
4. The position of board member must be accepted in a public document, in a private document with a signature authenticated by a notary, or by appearance before the Foundations Registry. In addition, the position may be accepted before the Board, as demonstrated by a certification issued by the Secretary, with a signature authenticated by a notary. In any case, acceptance will be formally communicated to the Protectorate and will be entered in the Foundations Registry.
5. Foundation board members will cease to hold their positions in the cases established in Article 18 of Law 50/2002. In addition, clearly unfair conduct toward the Foundation as well as unjustified absence from 3 consecutive board meetings will be grounds for termination.


1. The Board shall have a President, who will act as the Foundation representative. This position will be held by the President of the SEIMC.
2. The Board will have a Vice President who will replace the President in that person’s absence. This position will be held by the President of GeSIDA.
3. The Board will appoint a Secretary, who may or may not be a board member. If the Secretary is not a board member, the Secretary may voice their opinion but cannot vote. The Secretary will hold their position for 4 years, this period may be renewed as many times as the Board considers appropriate. The Secretary may be the Executive Director of the Foundation. The Secretary will distribute the meeting Minutes and certify the agreements adopted.
4. The Board may appoint an Auditor-Treasurer who may or may not be a member of the Foundation board. If the Auditor-Treasurer is not a board member, the Auditor-Treasurer may voice their opinion but cannot vote. The Auditor-Treasurer will hold their position for 4 years, this period may be renewed as many times as the Board considers appropriate. The Auditor-Treasurer is particularly responsible for examining the financial and accounts activity of the entity in relation to financial decisions.


Without prejudice to prior authorisations from the Protectorate, the authority of the Board extends to all matters which concern the governance, administration and representation of the Foundation, without exception.
The exclusive and permanent responsibilities and capacities of the Board are as follows:
a) Exercise the highest degree of control, oversight and direction of the work of the Foundation and formulate Foundation management plans, activity plans and periodic activity schedules.
b) Approve the activity plans, the Foundation activity report, as well as the Financial Balance Sheet, Annual Report and Accounts, which must be submitted to the Protectorate.
c) Approve Foundation Statute amendments where appropriate in the interest of the Foundation.
d) Change the Foundation’s registered address, by making the appropriate changes to the statutes, to be subsequently sent to the Protectorate and to approve the opening and closing of its delegations.
e) Establish general guidelines for the distribution and application of funds available between the Foundation’s purposes.
f) Approve merger or termination with the liquidation of the Foundation in cases established by law, as well as performing the duties of the Liquidation Committee.
g) Adopt any agreements that require authorisation by the Protectorate.
h) Designate members of the Governing Board and supervise its activity.
i) Appoint the Foundation’s Executive Director.
To facilitate optimal achievement of the Foundation purposes, the Board delegates authorities and capacities that it does not exclusively and permanently perform to the Governing Board, which will act as the Board’s delegated body under the terms of these Statutes and any applicable legal provisions.


The Board will meet at least once annually and as many times as the President calls a meeting or when at least one third of its members request a meeting.
The meeting will be called, stating the agenda, as well as the place, date and time of the meeting, in writing by the Secretary and ordinarily at least five days before the date of the meeting. This time period may be shortened in the case of an emergency.
This summons is not necessary when all of the board members present unanimously agree to constitute the Board and approve an agenda.
Board members must attend meetings in person. However, another designated board member may act on the board member’s behalf to represent the board member. Such representation will be for specific acts and must be adapted to any instructions which the member represented makes in writing.
The Board will be deemed validly constituted when at least half plus one of its members are present or represented. In any case, for a board meeting to be valid, three members must personally attend, representation shall not be valid for such purposes.
Agreements will be made by a simple majority of the votes of those present or represented, except in cases where the statutes require a qualified majority.
If the President and Vice President are not present, any member of the Governing Board will chair the meeting. If more than one are present, the most senior member of the Governing Board and, if applicable, the oldest member, will assume the chair. If all of the above are not present, the most senior member and, if applicable, the oldest member will assume the chair. If the Secretary is not present, the newest member of the Board and, if applicable, the youngest member will assume this position.
The Executive Director of the Foundation and the Auditor-Treasurer will attend board meetings, except when the board determines that their attendance is not appropriate. If they are not board members, the Executive Director and the Auditor-Treasurer, may voice their opinion but cannot vote.
Agreements, which will be transcribed in the minutes book, will be authorised by the person who presided the meeting and the Secretary, and will be approved at the same or the next board meeting.


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:
1. Ordering payments and administering expenses in accordance with budgetary provisions.
2. 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.


1. The Executive Director will be designated by the Board and may be removed from his duties at any time by a well-founded decision of two thirds of the Board members present or represented. A Foundation Board Member may hold the position, in which case, their termination as a board member will imply termination as the Executive Director.
2. The Executive Director, who may hold this position simultaneously with the position of Secretary of the Plenary Board, is responsible for the administrative management, organisation of services and the execution of agreements of the Governing Board and the Board. The following duties are specifically assigned to them:
a) Managing everything necessary for the proper conduct of specific activities approved by the decision-making bodies, and requesting, if applicable, necessary authorisations or specific delegation approvals in order to formalise all types of public or private documents that must be issued.
b) Organizing services, distributing the work, proposing the appointment and dismissal of personnel, as well as their compensation to the Board. Due to their position as Head of Personnel, the Executive Director may impose penalties for minor violations; in imposing the applicable penalties, they must comply with applicable labour law.
c) Representing the Foundation in or outside of court with prior approval of the Governing Board.
d) Organising and directing the Foundation’s overall accounting, either principal or auxiliary, bringing it into compliance with current legislation, in particular with tax provisions; preparing the action plan and ordinary and extraordinary budgets, and preparing statistics necessary to create the corresponding annual financial and management report.
e) Ordering payments for current expenses foreseen, such as those included in budgets and those foreseen by the Governing Board or the Board in approving each action.
f) Submitting project proposals and budgets for investment in new service facilities of any kind or for the renovation of existing facilities.
g) Submitting scientific research projects and programmes, with their budget, for approval to the Governing Board or the Board, (as applicable,) as well as any agreements and contracts that may be deemed necessary to carry them out.
The duties assigned specifically to the Executive Director are understood to be without prejudice to any that may be conferred upon him by special power of attorney.


The Foundation will have a Scientific Committee, with no less than four members. These will be appointed by the Board, with the exception of two who will be respectively appointed by the SEIMC and GeSIDA Boards of Directors. The Scientific Committee’s functions include the evaluation of scientific activities, such as research projects of any method and clinical trials, submitted for conduct under the framework of the Foundation.


The Foundation will have an Honorary Board. Persons of special social or scientific relevance, as well as former board members designated by the board can be Honorary Board Members. Former Presidents of the Foundation will be honorary board members.
Honorary Board Members are a consultative Foundation body, who may be consulted on all issues that the board or the Governing Board considers appropriate. In addition, they may represent the Foundation at all public events when so determined by the Governing Board.
In those cases in which the President of the Board so determines, one or more honorary board members may attend board meetings with the right to express their opinion but not to vote.
In addition, representatives of the Government and the pharmaceutical industry, who cooperate with the purposes of this Foundation may be designated as members of the Protectorate.



The Foundation’s funding will comprise
1) An initial financial contribution of 30,000 Euros, made in equal parts by the GeSIDA study group and the General Treasury of the SEIMC.
2) Funding contributed as such by the founders or by third parties or which is permanently allocated by the Board for the Foundation purposes during the life of the Foundation.


The Foundation assets may be constituted by all types of property and rights recorded at any place, as well as obligations which may have financial value, and especially by the following:
a) Real estate and property rights, registered in the Property Registry in the name of the Foundation.
b) Securities deposited in the Foundation’s name at a bank or savings institution.
c) Personal property, property titles, deposit certificates or any other documents that prove full ownership, possession, use, enjoyment or any other right which the Foundation may hold.
d) Libraries, archives, and other assets of any kind, that are registered in its inventory.


The Foundation’s assets will be invested in the most appropriate manner to obtain yields, such as gains, periodic dividends, revaluations or tactical reserves.
The Board may conduct appropriate investment transactions with the Foundation assets, with prior authorisation by the Protectorate, (if applicable), at any time and as many times as appropriate, given the economic context. Specifically, the Board will approve a code of conduct for temporary investments in the securities market.


The financial resources for achieving the Foundation’s purposes may come from:
a) Income from its own assets.
b) Income from the sale of shares, bonds and other securities including share subscription rights that the Foundation does not exercise.
c) Subsidies, donations, inheritances and bequests.
d) Amounts that the Foundation may receive for its services and activities.
e) Financial resources that the Foundation may obtain from any public or private entity, in Spain or abroad.
f) Funds bequeathed to it and which may be used for accomplishing the purposes of the Foundation.
g) Any other resources that the Foundation may obtain as owner of its assets, such as intellectual or industrial property rights or other similar rights.


The Foundation’s assets and income will be considered allocated or assigned free of equal or unequal quotas for the accomplishment of the Foundation’s purposes. Property transferred for a specific purpose, considered allocated or assigned to the accomplishment of any purposes indicated by the transferor, are excluded from this clause.


1. The Foundation must keep appropriate, ordered accounts of its activity, to enable chronological monitoring of completed transactions. For this purpose, it will keep a Daily Ledger and a Ledger of Inventories and Annual Accounts.
2. The annual accounts, comprising the balance sheet, the income statement and the report, will form a single report, must be prepared clearly and will reflect the true picture of the Foundation’s assets, financial situation and income.
3. The annual accounts will be approved by the Foundation Board within a maximum period of six months from the close of the fiscal year and will be submitted to the Protectorate for review and verification within ten business days following approval. If the Foundation meets the established legal requirements, the above documents will be submitted to an external audit and the Foundation report will be delivered to the Protectorate with the annual financial reports.
4. For the Foundation, the fiscal year will begin on 1 January and will end on 31 December of each year.
5. In addition to supplementing, expanding and commenting on the information contained in the balance sheet and income statement, the report will include the Foundation activities, changes in its governing, management and representation bodies as well as the degree of accomplishment of the action plan, indicating the resources used, their source and the number of beneficiaries in each of the different actions conducted, any agreements that, if applicable, have been carried out with other entities for such purposes, and the degree of compliance with the rules established in Article 27 of Law 50/2002. In addition, an asset inventory will be incorporated in the report.
6. Within the last three months of each fiscal year, the Board will also prepare and send the Protectorate an action plan reflecting the objectives and activities planned to be carried out during the next fiscal year.



Provided that it is appropriate in the interest of the Foundation, the board may approve appropriate amendments to the statutes, with the favourable vote of at least three quarters of the board members, and following the established legal process.



The Foundation Board may approve its merger with other foundations. The merger agreement requires the favourable vote of at least three quarters of the board members. A favourable report from the SEIMC and GeSIDA Boards of Directors must be obtained in advance.



The Board may approve the termination of the Foundation when the purpose of the foundation may be deemed completed or impossible. In any case, the Foundation will be terminated due to any of the grounds established by law. The approval of the Board must be ratified by the Protectorate.


1. Except where due to a merger with another foundation, the termination of the Foundation will result in the opening of the liquidation process, which will be conducted by the board constituted as a liquidation committee and under the supervision of the Protectorate.
2. The property and rights resulting form the liquidation will be entirely assigned to other foundations or private non-profit entities pursuing public interest purposes and that in turn, have allocated their property, including in case of dissolution, to achieving such purposes; and that are considered entities entitled to sponsorship for the purposes established in Articles 16 – 25 of Law 49/2002 on the Tax Rules for Non-Profit Entities and Fiscal Incentives for Sponsorship, or to public non-foundation entities which pursue public interest purposes.
3. The recipient or recipients of the property and rights from bequests shall be freely selected by the board.
4. The termination of the Foundation and changes of ownership of property to which this gives rise will be recorded in the appropriate Registries.