Statutes

Introduction

The Fundació Parc Taulí is a private foundation, with its own legal personality and independent of that of its founders, subject to the legislation of the Generalitat of Catalonia, constituted on January 25, 1993, before the Notary of the Barcelona Notary School , Mr. Máximo Catalan Pardo, with protocol number 227.

By resolution of the Minister of Justice of the Generalitat de Catalunya, dated May 21, 1993, the Foundation was registered in the Register of Foundations of the Generalitat de Catalunya, with the number 666, and classified as a teaching type charity foundation and with scientific purposes. On May 8, 1998, the Business Classification Commission of the Administrative Contracting Advisory Taulí of the Ministry of Economy and Finance of the Generalitat of Catalonia agreed to grant the Fundació Parc Taulí, as a service company, the business classification in Group III, Subgroup 3, Category B.

In 2001, through the publication of Decree 265/2001, of October 9, in the Official Gazette of the Generalitat of Catalonia number 3.494 of October 17, 2001, the affiliation of the Institute was authorized University Park Taulí at the Autonomous University of Barcelona.

By public deed dated July 8, 2002 before the Notary of Sabadell D. Andrés Domínguez Nafría and with protocol number 862, the modification of the entity's By-laws was made public, in order to adapt its content to the provisions of Law 5/2001, of May 2, Foundations, by means of the total drafting of the By-laws.

On March 18, 2011 before the Notary of the Illustrious College of Catalonia, Mrs. Montserrat Prieto Santos, the new wording of the Statutes of the entity was raised to the public, in order to adapt the content to the provisions of Law 4/2008, of 24 April, of the third book of the Civil Code of Catalonia, relating to legal persons.

Chapter I. Name, nature, duration, domicile, scope of action and legal regime

Article 1. Denomination, nature and duration

The Foundation is a non-profit organization whose assets, income and resources obtained are permanently affected by the realization of the purposes of general interest provided for in these statutes. The foundation is called Fundació Parc Taulí.

The Foundation has a permanent vocation and constitutes itself with an indefinite duration.

Article 2. Home address

The Foundation's domicile is fixed in the city of Sabadell (08208), Parc Tauí no. 1.

The Taulí of Trustees may at any time relocate their founding address, as well as create and delete delegations that may be convenient in the territory of Catalonia.

Article 3. Scope of action

The Foundation carries out its functions mainly in Catalonia. However, it can act in the rest of the territory of Spain as well as on an international scale.

Article 4. Legal regime

The Foundation has its own legal personality and enjoys full legal capacity and acts for the granting of its founding letter in public deed and the registration in the Foundations Registry of the Generalitat de Catalunya.

The Foundation is governed by the declarations contained in the founding letter, by the legal provisions that apply to them, by those established in these statutes and by the agreements adopted by the Taulí in the exercise of its functions.

Chapter II. Foundational purposes and activities

Article 5. Foundational purposes

The Foundation aims to:

To promote, encourage, encourage and disseminate the work of research, teaching, innovation and staff training, especially in the field of centers, services and establishments of the public consortium Corporació Sanitària Parc Taulí (hereinafter, indiscriminately, CSPT ) or in the bodies in which it participates, both in terms of medical, health, technical and scientific aspects, as well as management and organization of care and support.

Article 6. Activities

6.1. In order to achieve its founding purposes, the Foundation carries out the activities that the Taulí of Trustees deems necessary directly and / or in collaboration with other entities, institutions or individuals, in accordance with the provisions of the regulations on foundations. Specifically, in order to carry out the foundational purpose, the Foundation carries out the activities that, without exhaustive intention, are listed below:

a) To promote, develop and subsidize lines and projects of research and / or innovation, oriented fundamentally to the improvement and rationalization in the use of the means, so much personal as material, that exert in the disciplines related with sciences of the health.

b) To promote, develop and subsidize teaching programs, in collaboration or not with other entities, that encourage the progress of the various specialties and disciplines related to the health sciences and population care services.

c) To promote, develop and subsidize training programs, especially for the staff of the CSPT and the bodies in which it participates, in order to update their knowledge and skills.

d) To promote, develop and subsidize research, innovation or study projects, especially those that must be carried out by the staff of the CSPT, or in the bodies in which it participates.

e) To promote, develop and subsidize courses, seminars, congresses, symposia, study days, scientific meetings and other similar activities, as well as the publication of publications for the dissemination of analysis and research and innovation works.

6.2. This list of activities is merely enunciative and not limiting. At all times, the Taulí of Trustees may agree to carry out other activities that it deems appropriate for the purposes of achieving the founding objectives.

6.3. In accordance with the requirements established in articles 333-4, and 333-5 of the Catalan Civil Code, the aforementioned activities may be carried out by the Foundation directly or indirectly and, in particular, through the constitution or participation in entities. merchants that limit the liability of the partners, either as a sole partner or with other partners.

6.4. For the development of its activities, the Foundation may raise funds, even through external financing, and sign collaboration agreements or contracts with individuals or with other public or private entities and carry out any kind of event or legal business admitted in Law.

6.5. Activities related to the founding purposes must be carried out in accordance with the rules that specifically regulate them, by obtaining, where appropriate, the relevant permits or licenses.

Article 7. Basic rules for the application of resources to the purposes

The income and other annual income that the entity obtains must be allocated to the fulfillment of the foundational purposes within the limits established by current legislation.

The Foundation may carry out all types of economic activity, acts, contracts, operations and lawful business, without more restrictions than those imposed by the applicable legislation.

Article 8. Basic rules for the determination of beneficiaries

The following groups are beneficiaries of the Foundation:

8.1. Beneficiaries of the Foundation may be natural or legal persons who present a research, teaching, innovation or training project that is related to the aims of the entity and has an interest for the purposes of fulfilling its objectives.

8.2. The designation of the beneficiaries will be agreed upon by the Taulí of Trustees or the body to which it delegates in accordance with the principles of impartiality and non-discrimination and within the framework of the rules established in the subsequent section 3. No one may allege before the bodies of the Foundation no right to enjoy the foundational benefits, nor to demand that they be attributed to a particular person.

8.3. The following general rules will be taken into account when designating the beneficiaries:

a) The beneficiaries must belong, preferably, to the CSPT consortium or to the centers, services and establishments of this entity or of the entities in which it participates.

b) The suitability of the candidates, which in each case will be determined according to the specific rules established for this purpose, will be a fundamental factor for the selection of the beneficiaries.

c) The interest of the projects and their relationship with the founding purposes will be determined by the Taulí of Trustees, directly or through a Commission or Evaluation Committee established for this purpose.

Chapter III. Economic regime

Article 9. Heritage of the Foundation and economic activities

The patrimony of the Foundation is linked to the fulfillment of the foundational purposes. The heritage is integrated:

a) For the founding capital, constituted by the initial endowment, which appears in the founding charter.

b) For all the assets and rights of economic content that the Foundation accepts and receives in order to increase the foundation capital.

c) For all income, fruits, income and products, and other assets incorporated into the Foundation's assets by any title or concept.

Article 10. Disposition and duty of reinvestment

10.1. The alignment, encumbrance or any other act of disposition of the assets and rights that make up the founding patrimony must be done for a fee and respecting the conditions of the founders or donors of these assets. In any case, the amount obtained must be reinvested in the acquisition of other assets and rights that are subrogated instead of those aligned or in the improvement of the Foundation's assets.

10.2. The necessity and convenience of direct or indirect disposal or encumbrance operations must be justified and documented. The Taulí of Trustees, before making the acts of disposition, must have the appropriate information to make the decision responsibly.

10.3. The Taulí of Trustees must notify the Protectorate of the acts of disposition or encumbrance referred to in section 1 of this article within thirty working days from the time they are made.

10.4. Prior authorization from the Protectorate is required to make disposition, encumbrance or administration acts in the following cases:

a) If the goods or rights subject to disposal have been acquired with money from public subsidies.

b) If the donor has expressly requested it.

c) If established by a statutory provision.

d) If the proceeds of the operation are not fully reinvested in the Foundation's assets.

10.5. The Taulí of Trustees may, whenever necessary and in accordance with the advice of the economic situation and current legislation, make appropriate modifications to the investments in the founding assets.

10.6. For the performance of acts of disposition on the assets and rights that constitute the founding patrimony and for the acceptance of inheritances, legacies or other assets and rights likely to integrate the founding capital, the favorable vote of the Taulí of Trustees with a qualified majority of half plus one of the members by right and compliance with the legally required requirements.

Article 11. Accounting and documentary regime

11.1. The Foundation must keep a journal and a book of inventory and annual accounts.

11.2. The Taulí of Trustees of the Foundation must make the inventory and must formulate the annual accounts simultaneously and with the date of the closing day of the financial year, in accordance with the generally accepted accounting principles and with the provisions that in each if applicable.

11.3. The exercise must close on December 31 of each year.

11.4. The annual accounts form a unit and are composed of:

a) The balance sheet.

b) The income statement.

c) The statement of changes in equity.

d) The cash flow statement.

e) The report, in which the information contained in the balance sheet and in the income statement must be completed, expanded and commented on, and the actions carried out in compliance with the founding purposes must be detailed and the number of beneficiaries and the services they have received, as well as the resources from other years pending destination, if any, and the majority of investee companies, indicating the percentage of participation.

11.5. The Taulí of Trustees must approve the annual accounts within six months of the end of the financial year, which must be submitted in the form provided by law to the Protectorate of the Generalitat de Catalunya for deposit within 30 days from its approval.

11.6. The Taulí of Trustees must approve and submit, in relation to the temporary financial investments it makes in the stock market, an annual report on the degree of compliance with the code of conduct to be followed by non-profit entities, in accordance with the regulations in force or with the provisions of the regulatory authority.

11.7. The annual accounts must be subject to an external audit when the legally required circumstances arise.

Although there are no legally required circumstances for the accounts to be audited, if one-third of the trustees so request for justifiable reasons, because it considers that there are any exceptional circumstances in the management of the Foundation that advise that is held, a meeting of the Taulí of Trustees must be convened within a maximum period of thirty days from the request, in order to agree in a reasoned manner whether or not to carry out the requested audit of accounts. If the Taulí of Trustees is not convened within the indicated period or if, once convened for this purpose, it is agreed not to carry out the audit, the interested trustees may address their request to the Protectorate, in accordance with the provisions of the Article 332.8.4 of Law 4/2008, of 24 April, of the third book of the Civil Code of Catalonia, relating to legal persons.

Article 12. Annual resources

The annual economic resources of the Foundation must be integrated by:

a) Income and returns produced by the asset.

b) The favorable balances that may result from the founding activities.

c) Subsidies and other benefits received for this purpose that do not have to be incorporated into the founding capital.

Article 13. Mandatory application

The Foundation must allocate at least seventy percent of the income and other net annual income obtained to the fulfillment of the founding purposes. The rest must be used either for the deferred fulfillment of the purposes or for the increase of their own funds. The Taulí of Trustees must approve the application of the income.

If the Foundation receives assets and rights without specifying their destination, the Taulí of Trustees must decide whether to integrate the endowment or apply it directly to the achievement of the founding purposes.

The application of at least seventy percent of the income to the fulfillment of the foundational purposes, must become effective within four years from the beginning of the following one to the one of the accounting accreditation.

Article 14. Operating costs

Expenses arising from the operation of the Taulí of Trustees and their delegated bodies, not counting for this purpose the cost of the management functions, may not exceed 15% of the net income obtained during the year.

Article 15. Participation in companies

The Foundation may establish and participate in societies without the need for prior authorization, unless this entails the assumption of personal responsibility for social debts.

The Foundation must inform the Protectorate within 30 days of the acquisition and holding of shares or social shares that confer, directly or indirectly, the control of companies that limit the liability of the partners.

In any case, the exercise by the Foundation of business administration tasks must be compatible with the fulfillment of the foundational purposes.

Chapter IV. Organization and operation

Article 16. The Taulí of Trustees

The Taulí of Trustees is the governing and administration body of the Foundation, represents and manages it, and assumes all the powers and functions necessary to achieve the foundational purposes.

Article 17. Composition of the Taulí of Trustees and requirements for membership

17.1. The Taulí of Trustees is a collegiate body made up of individuals or legal entities and consists of a minimum of nine members and a maximum of twenty-three members, who will be:

  • The President of the Governing Council of the Parc Taulí Health Corporation consortium.
  • The general director of the Parc Taulí Health Corporation consortium.
  • A minimum of five and a maximum of nine members, nominated personally by the Governing Council of the Parc Taulí Health Corporation consortium.
  • A member, appointed in a personal capacity by the governing body of the Savings Bank Union of Savings Banks of Manlleu, Sabadell and Terrassa (UNNIM) as the successor of the founding entity Savings Bank of Sabadell.
  • A member, appointed in a personal capacity by the governing body of SABADELL ASSEGURADORA COMPAÑÍA DE SEGUROS Y REASEGUROS SA as the successor of the founding entity Mútua Sabadellenca d'Assegurances (later SABADELL MUTUAL, Mutualitat de Previsión Social).
  • The remaining ten members, if any, will be designated by the Taulí.

17.2. Any natural person with full capacity to act may be a member of the Taulí of Trustees; who is not disqualified or incapacitated for the exercise of public functions or positions or for the administration of property and has not been convicted of crimes against property or against the socio-economic order or for crimes of forgery.

17.3. Legal entities must be represented on the Taulí of Trustees, in a stable manner, by the person to whom this function falls in accordance with the rules governing them, or by the person designated for this purpose by the corresponding competent body.

17.4. Legal persons, if appointed as trustees, may only be represented by a natural person on the Taulí of Trustees. However, it is possible for a legal person to appoint one or more trustees, regardless, where applicable, of their representative, in which case they will act in a personal capacity but not on behalf of the legal person.

Article 18. Appointment, renewal and exercise of office

18.1. The first Taulí of Trustees is the one designated in the founding charter. The appointments of new trustees and the filling of vacancies must be agreed by the Taulí of Trustees with the qualified majority required in Article 26.

18.2. The trustees hold office for a term of four years, and are re-eligible indefinitely for periods of equal duration.

18.3. The trustees who for any reason cease before the deadline for which they were appointed may be replaced by appointment of the Taulí of Trustees. The substitute person will be appointed for the time remaining for the term of office of the replaced employer to expire, but may be re-elected for the same terms established for the other members.

18.4. Employers who are so because of the position they hold will cease as such when they cease to hold office, and will be automatically replaced by the new incumbent.

18.5. The members of the Taulí of Trustees enter into functions after having expressly accepted the position by means of any of the forms established in the applicable legislation.

Article 19. Free

The trustees exercise the charge free of charge, without prejudice to the right to be reimbursed for the duly justified expenses and for compensation for damages caused by the performance of the duties themselves.

Article 20. Faculties and delegation of functions

20.1. The Taulí of Trustees has all the powers that it has by statutory powers and, in general, those that it requires for the achievement of foundations purposes, without more exceptions than those established in the applicable legislation and in these by-laws.

20.2. The Taulí of Trustees may delegate all or part of the functions assigned to it, with the exception of those that it qualifies as non-delegable in the Law. This delegation may be carried out by appointing one or more delegated trustees, and the functions actually delegated and the system of collegiate or sole proprietorship may be determined in the event of more than one delegated trustee being appointed. yes. In no case does the delegation of functions release the Taulí of Trustees from liability.

20.3. The Taulí of Trustees may appoint general or special proxies with joint or solidarity functions, in accordance with current legislation. These powers may be made in favor of anyone, regardless of whether they are members of the Taulí of Trustees or not.

Delegations of functions and powers, except for lawsuits, must be registered in the Foundations Register.

20.4. In any case, they are ineligible and the Taulí has the following powers exclusively:

a) The modification of the by-laws.

b) The merger, spin-off or dissolution of the Foundation.

c) The preparation and approval of the budget and documents that make up the annual accounts.

d) The acts of disposition of assets that, together or individually, have a value greater than one twentieth of the Foundation's assets, unless it is the sale of securities with official listing for a price that is at least the contribution. However, powers of attorney may be made for the award of the corresponding act under the conditions approved by the Taulí of Trustees.

e) The constitution or endowment of another legal person.

f) The merger, spin-off and transfer of all or part of the assets and liabilities.

g) The dissolution of companies or other legal entities.

h) Those that require the authorization or approval of the Protectorate.

The provisions of this article must be understood without prejudice to the necessary authorizations of the Protectorate or the communications that must be made to it in accordance with current legislation.

Article 21. Scheme of call

21.1. The Taulí of Trustees meets in ordinary session at least once a year, and obligatorily during the first half of the calendar year in order to approve the annual accounts for the previous year.

21.2. It must meet in extraordinary session, upon convocation and on the initiative of its president, as many times as he / she deems necessary for the proper functioning of the Foundation. It must also meet when requested by a quarter of its members, in which case the meeting must be held within thirty days of the request.

21.3. Meetings must be convened at least five days in advance of the scheduled date for the meeting to take place, except in cases of exceptional urgency in the opinion of the chairman, which may be held at least 24 hours a day, or when they are present the totality of patterns in which case they will be able to meet and establish at that time the agenda of the session. Meetings will be convened in writing, including by e-mail, home address or e-mail address provided by each member.

21.4. The Taulí of Trustees may meet exceptionally by teleconference, videoconference, multi-conference or any other system that does not involve the physical presence of the trustees, convening with the ordinary requirements and stating the circumstance of non-contact session. In these cases it is necessary to ensure the identification of those attending the meeting, continuity in communication, the possibility of intervening in the deliberations and the issuance of the vote. The meeting shall be deemed to be held at the place where the chair is located. In the virtual meetings, those who have participated in the multi-conference and / or videoconference must be considered attending patrons. The convening of the meetings is the responsibility of the chairman and must contain the agenda of all those matters to be discussed at the meeting, outside of which no valid agreements can be reached.

21.5. Agreements without meeting. Agreements may be adopted without the need for a physical meeting, on an exceptional basis, at the discretion of the Chairman, by issuing the vote by postal correspondence, electronic communication or any other means, provided that the information and voting rights are guaranteed. the receipt of the vote is recorded and its authenticity is guaranteed. It is understood that the agreement is adopted at the place of residence of the Foundation and on the date of receipt of the last of the validly cast votes. The secretary will draw up the minutes of the agreement without a session.

Article 22. Positions

22.1. The Taulí of Trustees appoints from among its members a president, a vice-president and a secretary. Employers who do not hold any of these positions have the status of members.

The positions of President, Vice President and Secretary will be for the same term as the trustee, without prejudice to the possibility of renewal.

22.2. Additionally, the Taulí of Trustees may appoint a Deputy Vice-Secretary, technically and without auxiliary character, technically and without being a trustee. The position of Deputy Secretary may be made indefinite and until its removal by the Taulí of Trustees.

Article 23. The president

23.1. The President and, in his absence, the Vice President, have the following powers:

a) Institutionally represent the Foundation.

b) Order the call, set the agenda and chair, suspend and adjourn the sessions of the Taulí, as well as direct the deliberations.

c) Decide with their quality vote the result of the votes in case of a tie.

d) The rest of the powers indicated in these bylaws and those expressly entrusted to it by the Taulí of Trustees, in accordance with the provisions of the applicable regulations.

23.2. In the absence of the president and the vice-president, the oldest member present will chair the session.

Article 24. The secretary and the vice-secretary

24.1. The secretary convenes, on behalf of the president, the meetings of the Taulí of Trustees and extends the minutes, keeps the minutes book and delivers the certificates with the approval of the president or by order, in his absence , of the vice-president. He also performs the other functions that are inherent in his position and attribute these statutes to him.

In the absence of the secretary, the secretary of the session will be the minor member present.

24.2. The Deputy Secretary will assist the Secretary in charge of the session in all its functions and will have the capacity to issue certificates of the agreements adopted by the Taulí of Trustees or other bodies with delegated powers stating the circumstance of their character of non-patron deputy secretary.

Article 25. Ways to deliberate and adapt agreements

25.1. The Taulí of Trustees is validly constituted at the first call when half plus one of the trustees attend the meeting, in person or represented in the legally permitted manner. In the second call, the assistance of a quarter of its members is required.

25.2. The members of the Taulí of Trustees may delegate in writing in favor of other trustees their vote on specific acts, agendas or proposed resolutions. If a trustee is a trustee because he is in charge of an institution, the person who can replace him can act on his behalf according to the rules of organization of the same institution.

25.3. Each trustee has one vote and resolutions are adopted by a majority of votes of those present, represented and represented, at the meeting. In the event of a tie, the President's casting vote decides.

25.4. The director, if he / she is not a trustee, may attend the meetings of the Taulí of Trustees with a voice but without a vote when convened. If, in accordance with legal regulations, you are a patron, you can attend with a voice and a vote.

The Taulí of Trustees may also invite the persons that it deems appropriate to attend the meetings, with a voice and without a vote.

Article 26. Qualified majority

It will be necessary the attendance, present or representatives, of at least half plus one of the number of members of the Taulí and the favorable vote of half plus one of members of the Taulí for the adoption of the following agreements:

a) The modification of statutes.

b) The merger, spin-off or dissolution of the foundation.

c) The appointment of new trustees and the filling of vacancies in the Taulí.

d) The appointment, removal or re-election of the President, of the Vice-President and of the Secretary.

e) The appointment or removal of the Deputy Secretary.

f) The appointment or removal of the post of director of the Foundation and fixation of remuneration, if applicable.

Article 27. Of the acts

27.1. For each meeting, the secretary must draw up the corresponding minutes, which must include the date, place, agenda, attendees, a summary of the issues discussed, the interventions of which it has been requested that it be recorded and the agreements adopted, indicating the result of the votes and the majorities.

27.2. The minutes must be drafted and signed by the secretary, head or of the session, with the approval of the president and can be approved by the Taulí of Trustees following the corresponding session or at the next meeting. However, the agreements have executive force from their adoption, unless they are of compulsory registration, in which case they will have executive force from the moment of registration.

If the minutes were not approved at the same session, this will be stated in the certificates of the agreements issued.

27.3. The Foundation must keep a book of minutes in which all those that have been approved by the Taulí of Trustees are recorded.

Article 28. Conflict of interest

The employers, and the persons indicated in article 312.9.3 of the Third Book of the Catalan Civil Code (Law 4/2008 of 24 April):

a) They must refrain from participating in all types of business and financial activities that may compromise objectivity in the management of the Foundation.

b) They have no professional or employment relationship with the Foundation.

c) They cannot participate in companies constituted or participated by the Foundation.

d) Contracts may not be established for the sale or lease of real estate or movable property of extraordinary value, loan of money, or provision of paid services with the Foundation.

e) No duty of inhibition is established so that the patrons after the cessation as such cannot develop services in companies or private companies in which the Foundation has a stake.

Article 29. Cessation

29.1. Employers cease to be in charge for the following causes:

a) Death or declaration of absence, in the case of natural persons, or extinction, in the case of legal persons.

b) Disability or inhabilitation.

c) Termination of the person in the position for which he / she was part of the Taulí of Trustees.

d) End of the term of the term, unless it is renewed.

e) Waiver notified to the Taulí of Trustees.

f) Firm judicial sentence that considers the action of responsibility for damages to the Foundation or that decrees the removal of the position.

g) The others established by law or the statutes.

29.2. The resignation from the position of trustee must consist of any of the forms established for the acceptance of the position, but it only takes effect before third parties when it is registered in the Register of Foundations.

Chapter V. Regulation of other bodies. Composition and functions

Article 30. The director

The Taulí of Trustees may appoint a director to carry out the executive management of the Foundation. This position may be held by an employer only if the circumstances referred to in article 332.2.1 of Law 4/2008 do not apply, in which case the employment or professional relationship must be articulated by means of a contract that determines clearly the work or professional tasks that are remunerated, which must be different from those of the position of employer, with the prior authorization of the Protectorate.

The position of director may be remunerated, by agreement of the Taulí of Trustees, in such terms as are considered appropriate to the nature and representativeness of the position and its functions.

 

Chapter VI. Statutory and structural modifications and dissolution

Article 31. Statutory and structural modifications and dissolution

The Taulí of Trustees, by means of an agreement adopted in accordance with the provisions of article 26 of these statutes and the applicable regulations, and following an express call, may modify the statutes, agree on the merger, spin-off or dissolution or termination of the Foundation, with the authorization of the Protectorate in accordance with the applicable legislation.

Article 32. Causes of dissolution

The Foundation will dissolve for the following causes:

a) Full compliance with the purpose for which it has been set up or the impossibility of achieving it, unless it is appropriate to modify it and the Taulí of Trustees agrees to modify it.

b) Civil or criminal wrongfulness of its activities or purposes declared by a firm judgment.

c) Opening of the liquidation phase in the tender.

d) The others established by law or the statutes.

Article 33. Procedure for the dissolution and fate of its assets

33.1. The dissolution of the Foundation requires the motivated agreement of the Taulí of Trustees adopted in accordance with the provisions of article 26 of these statutes and must be approved by the Protectorate.

33.2. The dissolution of the Foundation opens the liquidation period, which must be carried out by the Taulí of Trustees, the liquidators, if any, or, in the alternative, the Protectorate.

The termination determines the global assignment of all the assets and liabilities of the Foundation. This global transfer, once the assets and liabilities have been determined, must be published in the terms required by current regulations and, with the prior authorization of the Protectorate, the assets will be awarded to the consortium Corporació Sanitària Parc Taulí, entity non-profit public.

33.3. If a global transfer cannot be made, the assets and liabilities must be liquidated, and the application established in section 2 must be given as a result.

Additional provisions

First

The Foundation is subject to the custodial and control functions assigned to the Protectorate by Law and concordant provisions, and the rules issued in its implementation. Consequently, the Taulí of Trustees must ask for authorization or consent, or give an account or justification in all the cases that determine the express provisions.

Second

The contracting of works, installations, acquisition of goods and / or provision of services by the Foundation will be totally, partially or not subject to the legislation that regulates at any moment the contracting of the public sector by virtue of the interpretation made in the reports and opinions of the Advisory Taulí of Administrative Procurement of the Department of Economy and Finance of the Generalitat de Catalunya and those of the Advisory Taulí of the Ministry of Economy and Finance when they are binding or as determined by any other regulations applicable to the Foundation.

Third

The PARC TAULÍ FOUNDATION has, for the purposes of the provisions of article 24.6 of Law 30/2007 on public sector contracts, the status of own instrumental means and technical service of the public consortium Corporació Sanitària Parc Taulí and of the instrumental entities of this, UDIAT SAU DIAGNOSTIC CENTER and SABADELL GENT GRAN CENTER DE SERVICES SAU. The PARC TAULÍ FOUNDATION will act in accordance with the instructions set out in the management order carried out by the consortium Corporació Sanitària Parc Taulí, UDIAT Center Diagnòstic SAU or SGG Center de Serveis SAU.

FUNDACIÓ PARC TAULÍ's relations with the entities for which it is its own instrumental means and technical service are instrumental in nature and not contractual, and are articulated through management assignments. Consequently, these relationships are internal, dependent and subordinate, to all intents and purposes.

The FUNDACIÓ PARC TAULÍ will become obliged to carry out the work and activities commissioned in accordance with the instructions set unilaterally by the entities of which it is its own means, although the aforementioned obligation refers to those orders that are formulated in its condition of own instrumental means and technical service only in the matters that constitute its activities in accordance with these statutes.

Management orders will be reimbursed through rates approved by the entities of which it is its own means and must cover the value of the services commissioned taking into account for its calculation the direct and indirect costs and reasonable margins in accordance with the amount of benefits to meet deviations and contingencies.

The PARC TAULÍ FOUNDATION will not be able to participate in public tenders called by the entities of what is considered its own means, without prejudice to the fact that, when there is no bidder, they can be entrusted with the execution of the service object of the tenders.

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