Nature and foundational purpose

Article 1. The FOUNDATION, which shall be called FUNDACIÓN ÓPERA ACTUAL, is an organization of a foundational nature with its own legal personality and full capacity to act; it is a non-profit organization and its assets are destined in a lasting way to the realization of general interest purposes.

Article 2. The Foundation shall be governed by Law 50/2002, of December 26, 2002, and other legal provisions in force on Foundations, by the foundational will expressed in the deed of incorporation and in these Bylaws, as well as by the rules and regulations established by the Board of Trustees for the interpretation and development of the same.

Article 3. The headquarters of the Fundación ÓPERA ACTUAL is located at Plaza Pilatos 5, 2º izquierda. 41003 Seville (Spain).

Article 4. The fulfillment of the foundational purposes as well as the interpretation and execution of the foundational will are entrusted to the Board of Trustees, with no other limitations than those established by these Bylaws and by the current legislation on foundations.

Article 5. The Foundation is constituted for an indefinite duration. However, if at any time its purposes are deemed to have been fulfilled or become impossible to fulfill, the Board of Trustees may decide to terminate it, in accordance with the provisions of the bylaws or, failing that, with the applicable regulations.

Article 6. The purpose of the Foundation is to promote opera and the career of young artists, mainly Spanish and Latin American. These aims will be carried out through the promotion and dissemination of Spanish and Latin American opera and its artists through the publication of magazines, books, articles, concerts, operas, courses, workshops, forums, conferences, exhibitions, seminars, studies, research, recordings of all kinds, as well as public activities aimed at creating, promoting and developing both the repertoire and its artists and professionals, especially young people, contributing to their training, professionalization and dissemination throughout the world. A Foundation that aims to increase the knowledge of the repertoire and its artists, as well as its international diffusion, maintaining relationships and collaborating with people, associations, foundations, companies, theaters, festivals and other institutions that share the same goals in the European Union, Latin America and the rest of the world.

Article 7. The members of the Foundation are assigned to one of the following categories:

  1. a) Founding members. The persons or entities that grant the deed of incorporation.
  2. b) Members of the Board of Trustees. The persons or entities designated or elected for such purpose in accordance with the provisions of Article 8.
  3. c) Collaborating members. The persons or entities that undertake to contribute to the activities of the Foundation and that have been admitted in such condition by the Board of Trustees, with the rights and obligations that the Board of Trustees establishes to that effect. To this end, the Board of Trustees may establish different categories or levels of collaboration.
  4. d) Honorary members. The persons or entities in whom special circumstances concur in relation to the purposes of the Foundation, and whose admission as such is agreed by the Board of Trustees with the rights and benefits provided by it.
Foundation Governance

Article 8. The representation, government and administration of the Foundation are entrusted exclusively to the Board of Trustees, which shall exercise the powers corresponding to it subject to the provisions of current legislation and these Bylaws.

The Board of Trustees of the Foundation shall be composed of a minimum of 3 members and a maximum of 20, who shall be called Trustees. The members of the Board of Trustees shall hold office for a term of five years, and may be re-elected for an unlimited number of terms.

The members of the Board of Trustees appointed in the Founding Act shall have life tenure, regardless of the position they hold within said body.

The renewal or appointment of new members shall be made by the Board of Trustees registered in the corresponding Register of Foundations, in accordance with the procedure established in these bylaws for the adoption of resolutions, in whose decision the affected trustee shall not participate.

The President, the Vice President or Director and the Secretary shall hold these offices for a period of five years, unless they lose the status of Trustee -in which case they shall automatically cease to hold such office-, or are suspended from their functions by the Board of Trustees by resolution adopted by a two-thirds majority of the Trustees in office. The outgoing President, Vice-President or Director and Secretary shall be eligible for re-election to these offices for as long as they remain Trustees.

The position of Trustee shall be a position of trust and honorary; consequently, its holders shall hold it free of charge. However, they shall be entitled to reimbursement of duly justified expenses incurred in the performance of their duties.

The Board of Trustees shall meet as often as deemed necessary by the President or the Vice President or Director, either of whom may convene it at least twice a year, or when requested by half of its members. The calls must be made with one month’s notice. Notifications may be made by electronic means and must include confirmation of delivery or a response from the interested party.

Article 9. The resolutions of the Board of Trustees shall be immediately enforceable and, without prejudice to what is expressly stipulated in other articles of these Statutes, shall be adopted by a majority vote of the Trustees present, except those referring to: to the modification of the Bylaws; to the exercise of the action of liability with respect to any Trustee; to the alienation and encumbrance of the assets comprising its patrimony in respect of which the authorization of the Protectorate is required; and to the merger, extinction and liquidation of the Foundation, for which the favorable vote of two thirds of the Trustees in office shall be required, excluding, where appropriate, those personally affected by the resolutions to be adopted.

Assets and economic regime

Article 10. The Foundation’s assets may be made up of all kinds of assets, rights and obligations susceptible of economic valuation that make up the endowment, as well as those that the Foundation acquires by all means admitted by law after its incorporation, whether or not they are affected to the endowment.

Article 11. The assets and rights that form part of the patrimony of the Foundation must appear in the name of the Foundation, be recorded in its inventory and be registered in the Registers determined by the legislation in force.

Article 12. The fiscal year shall coincide with the calendar year. During the last three months of each fiscal year, the Board of Trustees shall approve the Action Plan for the following fiscal year, and shall submit it to the Protectorate.

Within the first six months of the following fiscal year, the Board of Trustees shall approve the Annual Accounts, previously prepared by the Secretary, which shall include: the balance sheet, the income statement and the report on the Foundation’s activities and economic management, which shall include the Foundation’s asset inventory at the close of the fiscal year, as well as the degree of compliance with the Action Plan corresponding to the same.

The Annual Accounts, once approved by the Board of Trustees of the Foundation, shall be submitted to the Protectorate within ten working days of their approval for their examination and subsequent deposit in the Register of Foundations.

Modification, merger, extinction and liquidation

Article 13. These Bylaws may be modified by agreement by a two-thirds majority of the Trustees in office when it is convenient to the interests of the Foundation.

Article 14. A merger with another Foundation shall only proceed upon the initiative and decision of the Board of Trustees by agreement of a two-thirds majority of the Trustees in office and provided that it is in the best interests of the Foundation; likewise, the same agreement of the other Foundation shall be required.

Article 15. The Foundation shall be extinguished when any of the causes foreseen in the legislation in force occur and by means of prior compliance with the procedure established for this purpose.

The termination of the Foundation, except in the case of a merger, shall determine the opening of the liquidation procedure, which shall be carried out by the Board of Trustees in accordance with current legislation.

Article 16. The Board of Trustees may freely assign the assets and rights resulting from the liquidation to any foundation or private non-profit entity that pursues purposes of general interest similar to those carried out by the Foundation and that has its assets affected, even in the event of its dissolution for the attainment of those purposes.