Bylaws

Fundação Francisco Manuel dos Santos (the Foundation) has been created by public deed on 16 November 2009.
The Foundation has been acknowledged by ministerial ruling published in the Official Journal of 12 June 2009.
Through administrative ruling of the Minister of Presidency of 12 March 2010, the Foundation has been declared an institution of general public interest.

Article 1
(Nature)

Fundação Francisco Manuel dos Santos, created by the company named Francisco Manuel dos Santos, SGPS, S.A. (hereinafter referred to as the Founder), is a private law non-profit corporate body that will be governed by these By-Laws; anything omitted therefrom will be governed by the applicable Portuguese Law.

Article 2
(Purposes and Object)

The main purpose of the Foundation is to promote and deepen the knowledge of Portuguese society, the strengthening of citizens' rights and the improvement of public institutions. With this main purpose in mind, and without prejudice to the realisation of other activities adequate to the pursuit of its purposes, the Foundation shall promote studies in several areas, issuing analysis on selected themes, publishing results, formulating recommendations and promoting public discussion on issues that constitute the subject of the works.

The areas comprehended therein are the most varied areas, with special emphasis on demography and population, social and economic conditions, economic and social development, healthcare, education, professional training, social security, State, national identity, public administration, rights and duties of citizens, citizenship and democratic institutions, labour relations, organisation of the territory, cities, the social issue, social cohesion, inequalities and conflict, justice, economic and social policies, access to culture, information and media.

The projects to be carried out by the Foundation must satisfy the highest scientific rigor criteria and independence of analysis; translate a true plurality of ideas; guarantee critical expression and freedom of expression of the respective authors; have as a priority the societal issues.

The Foundation shall be independent from any and all politic, party, economic, religious and other organisations and interests.

The Foundation shall approve a Charter of Principles and a Code of Good Practices that will be widely disclosed and which will include rules and standards of conduct that the holders of corporate offices shall undertake to comply and see that they are complied with.

Article 3
(Exclusions)

The Foundation cannot grant donations or by any other means promote any activity for the rendering of healthcare, charity, sporting, artistic creation, cultural expression, education, academic or professional instruction, individual scientific research services, or contribute to the general and current operation expenditures of any entities or organisations, construction of buildings, acquisition of equipments and vehicles, rental of premises, participation in conferences and seminars, shows, political or party nature activities, professional associations and shall also not cooperate in public calls for funds raising, organisation of exhibits or museums and preservation of cultural or built patrimony.

Article 4
(Duration)

The Foundation is created for an undetermined period of time.

Article 5
(Registered Office)

  • The registered office of the Foundation is located in the district of Lisbon, and the Foundation can create delegations or any other forms of representation whenever deemed necessary or convenient by the board of directors for the realisation of the Foundation's purposes.
  • The registered office is provisionally located at Largo Monterroio Mascarenhas, nº 1, 8º Piso, 1099-081 Lisboa.

Article 6
(Patrimony)

The patrimony of the Foundation is composed of:

  • Initial own capital of € 1,000,000.00 (one million) endowed to it by the Founder;
  • Yearly contribution to be agreed with the Founder;
  • Product, in assets or rights, of any subsidies, donations, bequests, legacies or assignments without consideration from any public or private, Portuguese or foreign entities;
  • All movable or immovable assets and rights to be otherwise acquired by the Foundation;
  • The income resulting from the management of the Foundation's patrimony;
  • The product of loans to be contracted;
  • The income resulting from the services rendered within the ambit of the development of its activity.
  • For all due purposes, the Founder expresses its will to consider as income of the Foundation the economic benefits mentioned in sub-paragraphs b) to g) of paragraph above, as well as any other economic benefits earned by the Foundation, except for those related to the initial equity referred to in sub-paragraph a) of paragraph above or any other which were specifically considered as equity

Article 7
(Investments and Contributions)

The Foundation may sell and charge any assets or rights and contract obligations, as well as make investments under the terms as deemed appropriate by the board of directors for the pursuit of its purposes or for the realisation of a more productive or safe application of the values of its patrimony.

The Foundation cannot accept conditional or onerous donations, bequests or legacies that are in opposition to the Foundation's object, purpose and independence.

Article 8
(Corporate Bodies of the Foundation)

The corporate bodies of the Foundation are the Board of Directors, the Board of Trustees, the Audit Board and the Executive Committee.

Article 9
(Board of Directors)

The Board of Directors is made up of an uneven number of five to nine members, one of whom shall be the Chairman, and it shall include the Executive Committee, as provided in article 11.

The term of office of the members of the Board of Directors shall be five years, which may be renewed twice.

The Chairman and remaining members of the Board of Directors shall be elected by the Board of Trustees, upon proposal of its chairman.

If a member of the Board of Directors is a member of the Board of Trustees, he/she shall suspend his/her mandate in the latter for as long as he/she will exercise such functions.

The resolutions of the Board of Directors shall be taken by majority and the Chairman shall have a casting vote.

Article 10
(Competence of the Board of Directors)

The Chairman of the Board of Directors, in particular, has the obligation to promote, prepare and direct the projects intended to the realisation of the purposes of the Foundation.

The administration of the Foundation shall be carried out by the Board of Directors and, in particular, the Board of Directors shall:

  • Define the internal organisation, approving the adequate regulations, creating any bodies it may deem necessary and appointing the respective officers;
  • Manage the patrimony, practicing all acts necessary for such purpose with the widest powers for such effect, including those foreseen in article 7 (1);
  • Approve the budget and yearly activity plans, the report, balance sheet and accounts for the fiscal year;
  • Engage, manage and direct the Foundation's personnel;
  • Implement and maintain the internal systems for accountancy supervision in order for these to accurately and fully reflect at all times the patrimonial and financial situation of the Foundation;
  • Decide on the opening of delegations or of any other forms of representation;
  • Assess and approve the proposals for projects or activities, approve the grant of subsidies, allowances or loans to specific projects and any other expenditure of the Foundation;
  • Accept donations, sponsorships, contributions and subsidies intended to specific projects of the Foundation;
  • Take all decisions and perform all functions which are not expressly ascribed to another corporate body.

Article 11
(Executive Committee)

The Executive Committee is part of the Board of Directors and shall be made up of a chief executive officer and two members.

The Chief Executive Officer may also be Chairman of the Board of Directors, performing both functions.

The Executive Committee shall be appointed by the Board of Directors in its first meeting, except if its members were already expressly appointed by the Board of Trustees when they appointed the Board of Directors.

The Executive Committee shall be responsible for the current management of the Foundation, namely:

Hire, manage and instruct the staff;

Assess and approve proposals for projects or activities as well as respective terms and conditions, approve the granting of subsidies, grants or loans for specific projects and approve any other expenses of the Foundation;

Make decisions and exercise all functions that are not under the express responsibility of any other body.

Article 12
(Binding of the Foundation)

The Board of Directors shall represent the Foundation in court or otherwise, and may delegate powers to any of the members of the Board of Directors.

The Foundation shall be bound by the joint signature of two members of the Board of Directors, one whom must be member of the Executive Committee.

The Board of Directors and the Executive Committee may appoint proxies with such powers as they may deem fit, in which case the Foundation shall be bound by the joint signature of a member of the Board of Directors and one proxy under the terms provided in respective power of attorney.

Article 13
(Board of Trustees)

The Board of Trustees is made up of five to nine members, appointed from among personalities of acknowledged merit, moral integrity and competence in any of in any of the Foundation's fields of activity.

The Chairman of the Board of Trustees shall be appointed by the Founder, as long as it exists in law. If the Founder will no longer exist in law at the time of the appointment, the chairman shall be appointed by majority of the votes of the members of the Board of Trustees.

Remaining members of the Board of Trustees shall be appointed by decision of the Board itself, upon proposal of its Chairman.

The term of office of the members of the Board of Trustees shall be of five years, renewable only once for the same period. However, the term of office of any of the members may be renewed beyond the second period, upon proposal of the Chairman of the Board of Trustees and resolution approved by a majority of two thirds of its members.

The period limitation provided in paragraph above shall not apply to the chairman of the Board of Trustees.

The term of office of the members of the Board of Trustees shall expire:

At the end of respective period, as provided in number 4;

In the event of death or permanent disability of the member;

Following resignation by letter addressed to the Chairman of the Board of Trustees;

Upon exclusion decided in a secret ballot by a majority of two thirds of the members of the Board, based on unworthiness, serious fault or obvious lack of interest in fulfilling the functions.

The Board of Trustees shall meet at least once every semester and extraordinarily whenever convened by its chairman, on his own initiative or at the request of the chairman of the Board of Directors or the majority of the members of the Board of Trustees.

The members of the Board of Trustees may be represented by another member, pursuant to communication in writing addressed to the Chairman, except for the voting mentioned in article 16.

There shall be no remuneration for the tasks performed by members of the Board of Trustees, however, they shall be entitled to attendance fees and travel and subsistence allowances.

Unless provided otherwise, the resolutions of the Board of Trustees shall be taken by majority and the Chairman shall have a casting vote.

Members of the Board of Directors and/or the Executive Committee may take part in the meetings of the Board of Trustees, at the invitation of its chairman, however, they will have no voting rights.

Article 14
(Powers of the Board of Trustees)

It is the responsibility of the Board of Trustees to:

  • Ensure that the guiding principles of the Foundation are safeguarded and to approve the broad outlines of its operation and achievement of its objectives.
  • Appoint, under the terms of article 8, no. 3, the members of the Board of Directors.
  • Dismiss the Members of the Board of Directors.
  • Decide on the proposals of the Chairman of the Board of Directors submitted under the terms of article 10, no. 2, as to the adoption and/or change of any form of internal organisation of the Foundation, namely any internal regulations or resolutions or any other deem suitable.
  • Appoint its own members, under the terms of article 13.
  • Assess and approve the report, balance sheet and accounts for the year prepared by the Board of Directors;
  • Appoint the Supervision Body, under the terms of article 15.
  • Establish the remuneration status of the members of the management and supervisory bodies as well as the fees and allowances of its own members, by a committee made up of three members of the Board of Trustees, including the Chairman;
  • Approve the acceptance of donations, grants, inheritances or legacies from any entities other than the cases provided in article 11, no. 3-c), whether they involve or not charges or conditions to be borne by the Foundation.

The committee referred to in sub-paragraph h) of the previous paragraph shall be appointed by the Board of Trustees, upon proposal of the Chairman, who will also preside over the said committee and decide under his proposal.

Article 15
(Audit)

  • The Foundation's supervision belongs to an Audit Board, as long as Law so requires, composed of one chairman and two members.
  • The Audit Board is appointed by the Board of Trustees, under the proposal of its chairman.
  • The Audit Board shall: a. Examine and issue an opinion, on a yearly-basis, on the balance sheet and accounts of the fiscal year to be approved by the Board of Directors;
    b. Periodically control the accuracy of the Foundation's accountancy.

Article 16
(Amendment to the Statutes, Transformation and Extinction)

Any amendment to these Statutes and the transformation and extinction of the Foundation can only be decided upon the proposal of the chairman of the Board of Trustees, following approval in joint meeting of the Board of Directors and the Board of Trustees, taken in the following terms, without prejudice to any relevant legal provisions in force:

The proposal shall have to obtain the favourable votes of the majority of the members in office of both Boards, individually considered; and, notwithstanding provisions in sub-paragraph a) above, the proposal shall require the favourable vote of two thirds of all members in office of the said Boards, jointly considered.

Article 17
(Will of the Founder)

These Statutes fully reflect the will of the Founding company and any doubts that may arise as to their interpretation or application shall be settled by the Founder or, if it no longer exists in law, by the Board of Trustees.

Creation of the Foundation

Confirmation of public interest status in March 2013

Public Deed

Ministerial Order of Recognition

Publication of the Recognition on the Official Gazette

Declaration of Public Interest

Declaration of Public Interest published on the Official Gazette

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