Statutes

TITLE I

THE INSTITUTION OF THE FOUNDATION

Article 1.- The Telefónica Foundation is a private cultural foundation, permanent and non-profit, governed by these Bylaws, by Law 50/2002 of 26 December, on Foundations, and other applicable laws.

The Foundation shall have full legal personality and full legal and acting capacity.

Article 2.- Compliance with the foundational purpose is entrusted exclusively to the Board of Trustees, whose members shall serve with the diligence of a loyal representative and subject to the laws and these Bylaws.

Article 3.- The Telefónica Foundation will have Spanish nationality and their headquarters or domicile lie in Madrid, C / Gran Vía, 28, and can be set by resolution of the Board offices or branches elsewhere in Spain or abroad.

Article 4.- The Foundation is mainly active in Spain and in those States in which Telefónica is present as operating company, or intends to establish, by itself or through other non-profit institutions.

At the end, the Fundación Telefónica agreement of the Board, may establish foundations in other countries under the respective national laws.

TITLE II

PURPOSE OF FOUNDATION

Article 5.- The Telefónica Foundation will as a general purpose promoting cultural activities of general interest, especially the following

a. Encourage the development of education and equality of opportunity between people, by applying new information technologies in the learning process.

b. Contribute to improving the living conditions of the most vulnerable social groups, such as children, elderly or disabled people through the study and development of social and health applications of telecommunications.

c. Contribute to development programs exclusively intended for the poorest sections, and conducted by nonprofit organizations of repute in the community in which they develop.

d. Management, promotion, promotion, dissemination, protection and defense, in the Spanish State and in any other State, the artistic, cultural, historical and technological heritage of Telefónica, SA and their own. It will also be responsible for the promotion and dissemination of contemporary art and new technologies in their artistic applications.

e. Research, training-including the faculty- and teaching overlooking the dissemination and development of technical communication and information technologies related to them and their applications of all kinds, as they can contribute to improving the conditions of human life and the circumstances of coexistence, the development of science and culture, the improvement of medicine, education and teaching, and any other applications or general social utility.

f. The promotion of voluntary activities within and outside the Telefónica Group, providing all participants with the necessary means for these activities are useful and have a positive effect on society.

g. The support and emergency relief in countries that require it, as a result of natural disasters or similar catastrophes.

Article 6.- The development of the aims of the Foundation may be made in the following ways , without limitation listed order :

a. Directly by the Foundation , following action programs to be approved by the Board.
b . Creating or cooperate in the creation of other entities of any kind , provided that address compliance with the foundational purpose.
c . Participating in the development of the activities of other companies or legal entities or individuals that can serve the purpose intended .

Article 7.- may be beneficiaries of the Foundation any natural or legal persons nonprofit , without discrimination.

TITLE III

THE ORGANS OF THE FOUNDATION

Article 8.- The representation, government and administration of the Foundation corresponds to the Board appointed under this Constitution, shall act in accordance with the standards contained therein yoa the provisions of the Act, and may be assisted by a Committee Consultative who will assist you in making decisions on the terms set out in Article 19.

Article 9.- The competence of the Board extends to all acts and concerning the representation and administration of the Foundation legal transactions, as well as to manage and dispose of all the assets that comprise its assets, income and products; to exercise all rights and remedies; the interpretation of these statutes and the resolution of all legal issues that occur and, in particular, compliance with the foundational purpose, always without prejudice to the powers that the law attaches to the Protectorate.

With purely of example and not limitation, it is for the Board:

a. To represent the Foundation in all relationships, transactions and contracts with the Spanish State, Foreign States, regional governments, public agencies, courts and any public or private entities, national or foreign character as well as individuals; initiate and follow through all its stages, consulting and resources few procedures, proceedings, claims and judgments interested actively or passively to the Foundation in accordance with the directive of the legislation.
b. Buy, sell or otherwise dispose of real and personal property; create, modify and cancel real and personal, all subject to the communications system, authorizations and relevant registration in each case pursuant to Article 21 of Law 50/2002 with; all kinds of banking and credit; create, amend and cancel deposits; accept inheritances, donations and grants subject to the provisions of Article 22 of Law 50/2002; exercise directly or through representative political rights and economic nature; perform billing, payment, holding all kinds of contracts and legal transactions; grant and revoke powers of all kinds.
c. Enforce the will of the founder, interpreting and developing it, if need be.
d. Modify the founding statutes, if necessary to better fulfill the will of the founder, in any case pursuant to Article 29 of Law 50/2002 with.
e. To exercise the inspection, supervision and guidance of the Foundation.
f. Approve the appointment and recruitment of senior staff of the Foundation.
g. Approve the regular programs of action and the action plan or budget of the Foundation.
h. Fix the outline on the distribution and application of available funds among the objectives pursued by the Foundation.
i. Investment authorize the modification of the founding capital.
j. Approve the annual accounts as provided for in Article 25 of these Bylaws.
k. Propose merger with another foundation where desirable in the interests of her; order the termination of the Foundation in case of impossibility of realization of the foundational purpose, as set out in Articles 30 and 31 of Law 50/2002.
l. The Board may itself appoint delegates and advisers with the functions and duties assigned to them, with the limitations set forth in Article 16.1 of Law 50/2002.
m. Decide on all matters not expressly mentioned in the previous sections and necessary for achieving the foundation purposes, developing many functions as may be necessary without other requirements or limitations as expressly provided in these Bylaws or ordered by the Law of character necessary.

Article 10.- The Board of Trustees is composed of Trustees and Patrons Natos Electives in the event that the Board approve the appointment of a personality with that character.

Patrons are Natos Foundation, by virtue of his office, people who hold the highest executive responsibility Telefónica, SA and the subsidiaries of Telefónica group heading other than in accordance with the approved organization at any time by the Board of Directors of Telefónica, SA and the chief executive sponsorship activities and social projection of Telefónica, SA.

The Foundation Trustees Natos a proposal from any of them, and with a 2/3 majority of those Trustees, may appoint trustees elected in the number determined, relevant persons who are distinguished for their social work in policy areas covered by the Foundation in its aims.

They may be Electives Patrons who, having full legal capacity to act, do not hold positions or duties that may be inconsistent, for any reason, with the mission entrusted to them by the Board.

Article 11.- The ex officio trustees be renewed when its relief and appointment to the positions that give them their capacity as directors and trustees elected every four years, being re-elected in any case take place.

To start the exercise of its functions, the Trustees must expressly accepting appointment in one of the forms provided for in the legislation. This designation, once accepted, shall be communicated to and registration is submitted to the Register of Foundations, which will also notify the resignation, resignations or suspensions of Trustees that may occur.

Article 12.- The charges on the Board will trust and honorary.

Consequently, their holders the free play, without accruing any compensation for their exercise. However, they are entitled to reimbursement of travel expenses duly justified who have to make to attend the Board meetings and other terms are equally justified cause in fulfilling any specific mission entrusted to them in the name and interest of the Foundation.

Notwithstanding the provisions of this Article, the Board may establish an adequate remuneration for those patrons who provide services to the Foundation other than those involving the performance of the functions provided for members of the Board, prior authorization of the Protectorate.

Article 13.- The obligations of the Sponsors: meet the aims of the Foundation, attend meetings, carry out their duties with the diligence of a loyal representative, maintain and preserve the values ​​of the Foundation and promote its extinction in the cases provided for in applicable law and these statutes.

The Trustees are accountable to the Foundation, in the terms established by the Civil Code and the Law 50/2002 of December 26, of the damages caused by actions contrary to the law or the statutes and those made without the diligence with which they must hold the office. Shall be exempt from liability those who voted against the agreement, and those who prove that they were not involved in its adoption and implementation, unaware of their existence or, knowing, did everything appropriate to avoid the damage or at least they expressly opposed that one.

Article 14.- Termination of Trustees will occur in the following cases:

a. Death or declaration of death.
b. Relay in office which gave them the status of born Trustees.
c. For over their term if elected trustees.
d. Disability, disqualification or incompatibility in accordance with the provisions of the Act.
e. Not to hold the office with the diligence of a loyal representative, if so stated in judgment.
f. A court ruling in favor of the action of liability for the acts referred to in paragraph 2 of Law 50/2002 artículo17.
g. By waiver must be made by summons in the Register of Foundations or public document or private document with signature legitimized by a notary. Equally it may resign before the Board and proven through certification issued by the Secretary with legitimate signature notarized.

Article 15.- The Trustees shall elect from among its members and with a 2/3 majority thereof, to the persons to hold the position of President and Vice President of the Board.

The Board shall elect by simple majority, a Secretary who, when not Patron, will attend the Board meetings with voice but no vote. It may also appoint a Deputy Secretary to assist the Secretary or replace him in the performance of their duties in the event of absence or inability.

The Secretary shall keep and safeguard the Books of Minutes of the meetings and issue certifications agreements with the approval of the Chairman or, if applicable, the Vice President.

Article 16.- The Board may appoint the Director-General which must be in attendance capacity conditions laid down in Article 10, last paragraph, of the Statute, a position which, in the opinion of the Board, may be paid if the appointment was shifted a person in whom the condition of Patron is not given.

The Director General shall be assisted technical staff determined by the Board.

Article 17.- By express will of the founding company, Telefónica, SA, the Board of Trustees shall exercise its powers with absolute supremacy, without obstacles or constraints, and their acts are final and without appeal; without prejudice to the powers granted to the Protectorate laws.

By virtue thereof, shall be imposed to the Board, in the adoption or implementation of its resolutions or agreements of all kinds, compliance requirements other than those expressly provided in these Bylaws or ordered by the Law of character necessary.

In consequence, the Board may conduct any kind of legal acts, without specifying authorizations or interventions authorities, bodies or persons outside the Foundation or save special formalities, unless the specific limitations established by law in respect of such acts.

Article 18.- Meetings of the Board shall be convened, in writing and by rapid and safe procedures, by the President on his own initiative or at the request of a third party, at least, of the members of that, and, in necessary, two times a year, announcing the calls by the Secretary fifteen days at least before the day on which the meeting is to take place.

Meetings of the Board shall be deemed quorate when attended at least half plus one of its members.

Resolutions shall be adopted by majority vote, deciding, in case of a tie, the quality of the President, without any Trustee may abstain from voting or vote blank.

Such agreements shall be entered in the minutes and shall be authorized with the signatures of the Chairman or the Vice President, where appropriate, and the Secretary.

Article 19.- The Board may be assisted by an Advisory Committee consisting of the Vice President and a member of the Board and two representatives of each of the foundations that may be established in third countries.

The Advisory Committee shall be those coordinating functions, counseling and assessment of the activities and programs conducted by the Foundation may be assigned by the Board at the time of its creation as well as those which are conferred after.

Article 20.- The Advisory Committee, in case creation, will be chaired by the person holding the Vice President of the Foundation and its meetings are attended by its Director-General, who shall act as Secretary.

In the Committee’s deliberations may participate with voice but without vote, representatives of non-profit entities, directors of the operating companies of Telefónica, SA and external consultants whose views might be relevant to the topics, if it so decides its President.

TITLE IV

LAW AND ECONOMIC SYSTEM

Article 21.- EL Heritage Foundation may consist of all the assets, rights and obligations capable of economic assessment, residing anywhere in the Spanish State or abroad, without limitations other than those imposed by the law.

Article 22.- The Heritage Foundation shall comprise:

1. For the endowment of the Foundation shall consist of:
a. The initial endowment contained in the foundational writing and constituted by the monetary contribution by Telefónica, SA three hundred million pesetas (300,000,000).
b. The amounts subsequently received from any person or entity, whether by its decision or agreement of the Board, be devoted to increasing the Foundation’s endowment.
c. Those amounts, from rents and other resources of the Foundation, the Board agreed, once the foundational for the percentage required by law.
Liquid products of assets comprising the Endowment Foundation will go towards achieving the foundation purposes, within the limits and percentages legally required at all times.
2. For other goods and rights subject to economic valuation and especially the following:
a. Real estate and property rights, to be entered in the Property Register and the Register of Foundations on behalf of the Foundation.
b. Securities and financial assets, which will be deposited on behalf of the Foundation in banking or savings establishment.
c. Movable, title, depository receipts or any other documents indicating ownership, possession, use, enjoyment or any other right which holds the Foundation.

The Foundation shall appear as the owner of all property and rights members of its assets, which shall include in its annual inventory.

Article 23.- The Foundation may provide for the fulfillment of its purposes, among others, the following resources:
a. The yields of the foundation capital.
b. Subsidies, grants and collaborations otherwise granted by the State and Public, territorial and institutional entities.
c. Donations, bequests and legacies of individuals accepted regulations, that should not, in accordance with Article 22.1 of these Bylaws, joining the Endowment Foundation.
d. Income from productive activities approved by the Board.
e. Other financial means that the Foundation can be obtained in Spain or abroad.

Article 24.- The assets and income of the Foundation shall be construed affections and seconded, no determination of equal or unequal installments, the realization of the purpose for which the Foundation is established. The assets transferred for a particular purpose, which is understood affections and attached to the achievement of the objectives which it has designated the transferor vehicles.

The Board is empowered to perform in real transformations and modifications and substitutions it deems appropriate or necessary, in accordance with the economic situation of the moment.

In virtue of the initial allocation will be preserved in their original investments or those which subsequently agreed by the Board.

Article 25.- The Foundation must keep orderly and appropriate to its business, allowing the chronological monitoring of transactions accounting. For this necessarily keep a journal and a Book Book Inventory and Annual Accounts.

The financial statements, which comprise the balance sheet, the income statement and the notes will form a unit and must be written clearly and present fairly the assets, financial position and results of the Foundation.

The report also complete, expand and comment on the information contained in the balance sheet and the income statement, include the foundation’s activities, changes in the organs of government, management and representation, and the degree of compliance with the plan of action or budget, indicating the resources used, their origin and the number of beneficiaries in each of the various actions undertaken, the covenants, if any, were carried out with other entities for this purpose, and the degree of compliance the rules laid down in Article 27 of Law 50/2002. Also be incorporated into the report an inventory of the assets.

The financial statements, which must be made by the President, or the Vice President in the event of absence of one, or a person designated by the Board shall be adopted by the Board of Trustees at the latest within six months from the financial year, and presented to the Protectorate, for examination and verification within ten working days of approval.

The above documents are subject to external audit, referring to the Protectorate report the same with the Annual Accounts, in cases where it is mandatory under the provisions of the legislation.

Similarly, the Board approved and forwarded to the Protectorate in the last three months of each year, an action plan or budget that reflects the objectives and activities is expected to develop during the following year.

The financial year of the Foundation will begin on January 1 and end on December 31 of each year.

Article 26.- The Foundation must allocate at least to the realization of the foundational 70 percent of the results of economic operations that are developed and income derived by any other concept, net of expenses incurred the creation of such receipts or income, in the terms established by law, must devote the rest to increase the Foundation’s endowment or reserves, as decided by the Board.

The deadline for compliance with this obligation shall be from the beginning of the year in which they have obtained such results and income and four years following the end of that year.

The contributions made in respect of asset allocation, either at the time of incorporation, either at a later time will not be eligible for the purposes specified in the preceding paragraphs.

TITLE V

MODIFICATION,

MERGER AND EXTINCTION OF THE FOUNDATION

Article 27.- In the event that the circumstances underlying the establishment of Foundation have significantly changed or convenient to the interests of that, the Board may decide to amend the Statutes, interpreting, in any case, the spirit of the will of the Founder, and meeting the requirements to be laid down the law.

Article 28.- The Board of Trustees may propose its merger with another or other Foundations whenever it is of interest to it, in all cases complying with the requirements laid down in the legislation.

Article 29.- The Board may agree extinction of the Foundation for the reasons and procedure established by law.

Article 30.– 1. The agreement termination of the Foundation shall terminate on ordinary activities and determine the opening of the liquidation of Article 33 of Law 50/2002 of December 26th to be held by the Governing Body Foundation under the control of the Protectorate.

2. The assets and rights resulting from the settlement will be used by the Board to foundations or nonprofit entities pursuing purposes similar to those of the foundation that is extinguished, that has affected their property for purposes of general interest general interest, and threshold as entities benefiting from patronage for the purposes specified in Articles 16-25 of the Law 49/2002 of December 23, also can be allocated the Board, who are granted this power, not foundational public entities pursue objectives of general interest.

Document notarization Statutes Amendment 2010 (Spanish)