GOVERNING LAWS OF THE GAUSACHS FOUNDATION
Name, stamp, address, Objectives and Duration
Section 1. Denomination. - The nonprofit society is called "Gausachs FOUNDATION, INC.", governed by current law 520 of July 26, 1920 (GO # 3139 dated August 4, 1920) or any other laws, regulations or provisions that in the future could be issued on the matter.
Article 2. SEAL.- will have a circular seal with the inscription: "Gausachs FOUNDATION, INC." (above), Santo Domingo, National District (center) and Dominican Republic (below). This stamp will be applied in all documentation issued by the company and other documents that the law, these statutes or practice so require, according to their managers.
Article 3 Address. - "Gausachs FOUNDATION, INC.”, will be domiciled in the city of Santo Domingo, National District, capital of the Dominican Republic, in the place that has the Directing Council or the General Assembly and may be transferred or create other offices in any other places or cities in the country or abroad.
Article 4 . -Objectives. - Gausachs FOUNDATION, INC., was established with the objectives of:
Increasing knowledge of the works of painter José Gausachs; Locate, collect, preserve and restore the works of painter José Gausachs; study the works of the painter José Gausachs, Expose and Promote the general public all the works of painter José Gausachs for them are known; Promote projects aimed to be known more about the life and work of the painter José Gausachs, including their techniques and modes of painting ;; Provide guidance to all persons or institutions involved or promote Dominican art in its general. Promote art in all its forms and genres; Conduct educational and cultural activities to promote art, including lectures, courses, workshops, seminars, etc., contribute to poor people with skills in painting can develop these skills through studies in recognized institutions, financed by the Foundation; fundraising and accept contributions in money, movable and immovable property, and other services for the above objectives;
PARAGRAPH I: The above objectives are not limited to the activities of the entity. On the contrary, the Foundation may exercise the powers agreed by the Statutes other tasks designed to meet any need for own purposes for which it was created.
PARAGRAPH II: The Foundation may implement their projects, either on its own administration or in conjunction with other private or public, domestic or foreign entities.
DURATION. - Article 5. The duration of Gausachs, FOUNDATION INC ., is indefinite and can only be dissolved by decision of the Extraordinary General Assembly of Members, by the affirmative vote of not less than seventy-five (75%) its founders and active members.
Article 6. The members of the institution, all Dominicans and foreigners who are integrated into the same meeting the conditions set out in these Statutes. In addition to the founding members may be members of the "Gausachs FOUNDATION, INC." , individuals or institutions, besides their moral, intellectual excellence or quality, are invited or requested belong to the institution and approved by the resulting income Board and pay the corresponding fee income.
Article 7. Members four categories are established:
Active Founders Collaborators Honorariums founding members: Those persons signing of the Constitutive Act and the Statute of the " FOUNDATION Gausachs, INC, linked to its origin, creation and start. ". ACTIVE MEMBERS: Those persons, natural or juridical, after formally constituted the institution be invited or apply for admission in that capacity and to maintain a continuing interest in their work and development, attending events and collaborating in their operation. MEMBERS PARTNERS: Those persons, natural or legal, permanent or occasionally collaborating with the work of the institution. HONORARY MEMBERS: Those persons, natural or legal persons to whom the Assembly gives them this capacity for having provided useful services and / or disinterested to "Gausachs FOUNDATION, INC." , in recognition of works of social altruism .
PARAGRAPH: They may be members of the Foundation natural or legal persons who request it and are approved by the Board, taking into consideration their interest in promoting the development of Dominican art, especially the works of painter José Gausachs.
RIGHTS AND DUTIES OF THE FOUNDING MEMBERS AND ASSETS
Article 8. The founders and active members have the following rights:
Faculty voice and vote in the Assemblies of Members; elect and be elected to any office of management; attend all activities organized by the Gausachs, INC FOUNDATION;. Require all members compliance with internal rules and principles governing the life of the institution.
Article 9. The founders and active members have the following duties:
Regular attendance and activities of the institution, assume responsibility for the tasks they may assign; Providing create many ideas and initiatives important to the development and progress of the Gausachs, Inc. Foundation, ensure compliance and responsibilities they they have been assigned by both the Assembly and by the Board.
Article 10 All Members of the Foundation, without exception, will cease to belong to it by:
Resignation, absence or incapacity, death, default on its obligations and duties; Engaging odds with public and private morality.
Governing bodies, assemblies, QUORUM, MINUTES.
Article 12. There shall be Ordinary and Extraordinary General Assembly regardless of the constituent. General Meetings shall be constituted by the meeting of the registration of the Founders and active members or their representatives, in the number and with the formalities required by these Bylaws. When duly constituted shall represent the universality of its members must be present at its deliberations half plus one of the Members existing at the time of the Assembly. If such quorum shall fail the Assembly will be held one hour after the presence of 40% of Members.
Article 13. Unless special provisions of this Statute or the law, any decision of the General Ordinary or Extraordinary Meetings shall be endorsed by the affirmative vote of at least a simple majority of the registration of the founding members and assets or their representatives present at the meeting.
Article 14. The deliberations and agreements of the Assemblies, of this Constitution and the law obliges all members, even those who are absent, incapable or dissenting. Such agreements shall be conclusive against them and there will be no appeal.
Article 15. Each Member Founder and Active entitled to attend and vote at any general meeting, either personally or by proxy provided simple written proxy.
Article 16 The General Assembly shall be chaired by the President. Ed for missing or unable, by the Vice President and in his absence and the latter absence, incapacity or disqualification, the Chairman or his substitute appointed as a present Member Secretary Ad-Hoc.
Article 17. Before the start of work of the General Assembly, the Secretary shall make a list containing the names and addresses of the members present. Such list shall sign all present.
Article 18. Minutes of the meetings of the General Assembly is drawn. They are written to machine and they will form a book. They shall be signed by all those present, to do so, the Secretary shall indicate the causes. The lack of some firms is not a cause of nullity, provided that those bearing the members making up the majority required for the unresolved issues. Copies of the minutes are issued, they will attest to their accuracy as they are approved by the President and certified by the Secretary with the seal stamped Foundation.
POWERS OF THE SEVERAL MEETINGS, CONSTITUENT ASSEMBLY CALL
Article 19. The Constitutive General Assembly should be constituted with the presence of the founding members, in person or by regular representation. It belongs:
Approve the statutes of the institution and perform the necessary legal procedures to get your incorporation by Executive Order; Choose two (2) years, the first members of the Governing Council, to elect for one year the first Commissioner, recommend to the Board policies or standards to be implemented during the first year of activities.
ORDINARY GENERAL ASSEMBLY
Article 20. Annual General Meetings will be conducted as it considers the Board and shall be convened by its President.
Article 21. The Annual Ordinary General Assembly will be held, without notice, on 15 March each year at three in the afternoon (3:00 pm) at the address of the Foundation. If that day is a holiday, the meeting will take place the next business day. When force majeure can not meet the Assembly on designated days, it will be held at the earliest date, on the invitation of the President. The powers of this Assembly:
Choose every two (2) years Member of the Board, elect annually Commissioner; recommend to the Board policies or standards to be implemented during the first year of operations; know the annual report of the activities of the Board, including the financial report. annual programs and projects in perspective; Meet other matters within its competence; Designating the Advisory Council.
EXTRAORDINARY GENERAL ASSEMBLY
Article 22 shall have power to convene the Extraordinary General Meeting of Shareholders:
The President, two members of the Board; Commissioner for handling administrative matters or economic interest.
Article 23. The call will be made five (5) days before the date in writing or by circular signed by the member, where time, date, place and agenda indicated. In urgent cases, members may be called by telephone, telegraph or personally. The Assembly will be held in the premises of the Foundation or any other place at the appointed time. You will not need a call, if 75% of the Members are present and accept into consideration of the matters to be discussed or if the previous Assembly has left previously summoned to the next.
Article 24. The powers of the Extraordinary General Assembly:
Substitute Member of the Board and the Commissioner that the judgment and for any reason must be relieved before the expiration of the term for which they were named. Provide the vacancies that occur in the Executive Council or Commissioner. The new Member shall hold office for the time remaining to run until the expiration of his predecessor. Any deletion, substitution, modification or alteration in the social governing laws. Sale, exchange, constitute mortgages, guarantees or in any way dispose of the goods Property of the Company and the governing laws. Modify governing laws on other matters not expressly provided.
PARAGRAPH I: The Extraordinary General Meeting may decide the dissolution and liquidation of the Foundation with the affirmative vote of not less than 75% (seventy-five percent) of the Members existing at the time the decision to intervene.
PARAGRAPH II: In any case, the Extraordinary General Assembly may exercise the powers of the General Assembly.
THE BOARD, COMPOSITION, duration, MEETINGS AND POWERS
Article 25. The Board of Directors shall consist of not less than five (5) members. The first Board of Directors shall be appointed by the Constituent General Assembly; and later successive Governing Council are appointed by the Annual Ordinary General Meeting to be, to be appointed from among themselves a President, Vice President, Treasurer, Secretary and as it may desire Members to complete the number of members established in this article.
These members have the same designation in the institution. Its functions will last two (2) years if for any reason has not been able to constitute the General Assembly should provide his appointment, or if he has been unable to deliver the cargo to the new Members.
Article 26. The Board of Directors held all the meetings that the President or the person acting considers necessary for its development and operability but at least hold a monthly meeting. Two (2) Members of the Board may request the President to hold the meeting.
The meetings of the Executive Council shall not be made with less than three (03) members present when the Council is composed of five (05) members; and less than five (05) members where it is composed of seven (7) to nine (9) to thirteen (13) members. Its decisions shall always be approved by a majority of the Members present. In case of a tie vote will be decisive President or his substitute.
Article 27. The resolutions of the Board shall be identified by machine processes verbal written and signed by the respective Members. A book of these Resolutions and assistance form. The copies or extracts from such verbal processes will attest to their accuracy with the President's approval and certification of the Secretary, together with the stamp of the institution.
Article 28. The Board of Directors will among others, the following functions:
Manage and administer the institution during the period in which the General Assembly are not deliberating. In this period you can resolve any issue and any action it deems appropriate to it. Only he is forbidden to usurp functions of the General Assemblies of Members; Establish internal regulations; Buy or in any way acquire property, enter into all contracts that are necessary to the smooth running of the institution; execute and enforce all decisions General Assemblies of Members and decide the change of registered office, hear and rule on cases of expulsion of members by application of the present statutes; fix the general administrative expenses and regular supplies, delegate the powers of which is invested in one or several of its members, one or more individuals; Provide officials with authority, with the President or the person acting for writing checks against the accounts of the Foundation, valid for the president's signature or that this available; Integrate Teams or Working Groups and Research Volunteers as may be necessary to achieve the goals of intellectual work and outreach of the institution; Establish departments necessary to achieve the objectives, and may eventually be coordinated by an executive director hired by the Foundation Any matters especially attributed to the General Assembly, appoint such committees as it deems necessary to assist the Board in its various activities.
EXPRESS POWERS OF OFFICERS OF THE BOARD
Article 29. The President shall have the following powers:
Chair General Assemblies and meetings of the Board; Act in behalf of the institution or in all social, official, judicial or administrative actions; grant agreements or location of works subcontracts; Signing behalf of the institution all documents indicate hereof, the collegiate bodies or the law; celebrate or subscribe for all contracts other than faculty of the Board; Keep on deposit in one or more banking institutions in the Dominican Republic or foreign funds of the Foundation and issue valid with his signature or his designee those checks, safeguard and manage, as prescribed by the Board, all the goods institution perceive credits and pay the debts and provide assurances as may be necessary in its sole signature; appoint professionals needed regular employees or the institution, initiate, continue or answer actions, claims and legal proceedings of any kind; Comply and execute any mandate or agreement of the General Assemblies of Members and of the Board or any other function assigned to it by these statutes or the law; appoint an Executive Director and establish their duties and remuneration, when deemed appropriate convene the General Assembly and the Board of Directors, who put questions to try, authorize and perform all purchases or real estate sales and order transfers, redemptions, transfers of income or other securities belonging to the assets of the institution; Giving or receiving rent or lease real or personal property irrespective of their nature, duration or importance, with power to amend, rescind or propagate;
FIRST VICE PRESIDENT
Article 30. The First Vice President shall have the following powers:
Replace the President in all his duties in case of impediment, absence, disqualification or any other cause Integrate the Board; execute and fulfill the resolutions of the General Assemblies of Members and the Board.
Article 31. The Treasurer shall have the following powers:
Ensure the protection and care of the documents and economic goods; Ensure that funds deposited in a bank or foreign national reputation, ensure the health of the financial statement of the Foundation fulfill any management responsibilities that the Board .
Article 32. The functions of the Secretary:
Keep the books of the institution and keep them in good condition, keep the books of the foundation and condition; keeping the minutes of General Assemblies of Members and the Board, which will form books, issue certified copies of the agreements of the General Assembly and the directors council. Prepare all reports and certifications that are consistent with these bylaws or the laws of the country; Keep custody the seal of the institution and set it in documents that require it; Signing behalf Foundation documents indicate hereof, the collegiate bodies or the Act; maintain a record book with the names of the Members of the Institution; Having bring proper accounting records to record revenue - expenses of the institution; Run fulfill the agreements of the Assemblies, Board of Directors, President and CEO.
Article 33. The functions of the members shall be determined by resolutions of the Board
Article 34 The institution shall have a Commissioner to be initially appointed by the Constituent Assembly and later by the General Assembly, an annual effect, re-elected one or more times and is responsible for the following functions:
Ensure proper operating and administrative management of the institution and submit an annual report to the Ordinary Assembly, related to the economic activities of the institution.
Article 35 The economic assets of the institution will be obtained from:
The resources to be received for the performance of activities with the aim of its creation as an issue and / or sale of books, publications, services, events, courses, bonds, raffles, among others; The regular and special contributions provided by Members or sympathizers Institution, donations or contributions that may be received from individuals and national and foreign institutions, real or personal property acquired by way of purchase, exchange, donation, etc.; Any other property, tangible or intangible that by lawful means MIGHT receive ;
Article 36 The General Assembly shall appoint an Advisory Council, composed of Honorary Members or others as determined for all time be required to participate in various meetings and activities conducted by the Foundation, with the aim of supporting and advice to projects and programs it promotes.
Article 37. The fiscal year of the Foundation will begin on January 1 and will be cut as of December 31 of each year and balance sheets, financial statements and reports to be submitted by the Board to the Annual Meeting of Members and Memory the Commissioner shall refer to that period.
Article 38. After each exercise will practice balance and financial statements showing the financial condition of certiorari be prepared. These financial statements to be finished within a month of closure of each financial year and shall be submitted by the Board immediately to a certified public accountant for later consideration by the General Assembly at its annual ordinary session.
DISSOLUTION AND LIQUIDATION
Article 39. The Extraordinary General Assembly may decide the dissolution and liquidation of the Foundation, with the affirmative vote of members representing at least 75% (seventy five percent) of the registration of the founding members and existing assets when to take such a decision. The Assembly regulate the mode of carrying out the liquidation and appoint whom you have to practice, ceasing with this appointment the Board.
If the Assembly does not regulate the liquidation and liquidators are appointed by the President plunge full such functions and proceed according to the law. Such dissolution and liquidation shall be governed by the provisions of Article 12 of Law 520 (Mod. In the Act 666 of 1982).
PARAGRAPH I: The property forming part of the Foundation at the time of dissolution and liquidation of the same, will be donated to the following institutions listed below in the following proportions:
Cultural Center of Spain 25% (twenty-five percent) Museum of Modern Art 25% (twenty-five percent) National School of Fine Arts 50% (fifty percent)
Article 40. The membership certificates are issued and delivered within no more than sixty (60) days from the contributions made to the Foundation
Article 41. The Foundation will have a log book in which the names are recorded, profession and address of the members as well as the loss of membership; a Record Book that all movable and immovable property belonging to the Foundation shall be recorded.
DONE AND SIGNED in seven (7) copies of the same tenor, in the city of Santo Domingo, National District, capital of the Dominican Republic, today in March 2005.