Statutes

1. General Provisions:

Article 1

Name, founders, duration, headquarters and scope of activity

1. The Casa Hermes Museum of Medicine and Health Foundation (hereinafter referred to as the Foundation) is a private, non-profit legal entity, governed by these Articles of Association and the applicable legal provisions.
2. It is established by:
   1. Francisco Miguel Vitória de Faria de Oliveira Castanhas and Rita Tiago Gíria, married to each other under the separation of assets regime;
   2. And by the sons of both, Thomas Gíria de Oliveira Castanhas and Vasco Gíria de Oliveira Castanhas; (Hereinafter respectively referred to as Francisco Castanhas, Rita Gíria, Tomás Castanhas and Vasco Castanhas).
3. For an indefinite period.
4. It is headquartered at Rua João Gonçalves Neto, nos. 44 to 46, 3810-386 Aveiro, parish of Aradas, municipality and district of Aveiro.
5. It can develop its activity throughout the Portuguese territory, and outside Portugal depending on the conditions of the respective States, including through the creation of delegations or other forms of representation.

Article 2

Purposes and activities

1. The Foundation’s genesis is to continue the heritage legacy represented by the medical collection gathered over decades by the Aveiro-born obstetrician/gynecologist Hermes de Oliveira Castanhas, with the aim of promoting, developing and supporting initiatives of a cultural, scientific and social nature, in the areas of protection and promotion of historical, artistic and natural heritage, health education, scientific research, health, disease prevention and control, promotion of entrepreneurship, innovation and development and charity and social solidarity.
2. The Foundation shall be independent of political, partisan, economic, religious and other organizations and interests.
3. The Foundation will choose and develop the appropriate activities to achieve its purposes, including:
   1. The exhibition and management of its collection, which should be carried out in such a way as to make it accessible to all, preferably keeping it in Aveiro, for the sake of enriching the local cultural heritage.
   2. Cataloging of the collection and respective photographic record.
   3. The promotion of activities related to medicine and its development, including support for students and scholarship holders, preferably in this area.
   4. The promotion of scientific research, health, disease prevention and control.
   5. The development of activities related to charity and social solidarity.

2. Patrimonial and Financial Regime:

Article 3

Assets and income

1. The Foundation’s initial assets are made up of the following donations, made by Francisco Castanhas, with the consent of Rita Gíria:
   1. 1. The amount of €151,712.00, via bank deposit, of which €81,712.00 deposited by Francisco Miguel Vitória de Faria de Oliveira Castanhas and Rita Tiago Gíria and €70,000.00 deposited by Tomás Giria de Oliveira Castanhas.
2. Movable assets described, respective valuation and declaration by the appraiser – worth €98,288.00.
3. In addition to the initial allocation, the Foundation’s assets will include the assets and rights it acquires, the proceeds of donations, inheritances, legacies and other free transfers, loans, subsidies, other financial support and revenue from the exercise of its activity and the management of its assets.

Article 4

Patrimonial autonomy

3. Organization and Operation:

Article 5

Social Bodies

The Foundation has the following bodies:

1. Board of Directors;
2. Executive Director;
3. Supervisory Board;
4. Board of Trustees.

Article 6

Board of Directors

1. The Board of Directors is composed of three to five members, one of whom is the Chairman.
2. The terms of office are five years, successively renewable unless changed;
   1. Once the term of office of the first President has ended, the appointment of the following Presidents is the responsibility of the acting directors; in the event of a tie, the outgoing President will break the tie;
   2. The appointment of other directors is the responsibility of the President;
   3. In the event of the death or incapacity of all the directors in office, the appointment of the President is the responsibility of the Supervisory Board;
3. The Board of Directors has the following powers:
   1. Represent the Foundation, which is obliged by means of the signature of the Chairman of the Board of Directors;
   2. To carry out the purposes of the Foundation, in particular:
      1. Program the Foundation’s activities;
      2. Manage and dispose of the Foundation’s assets, in accordance with the law;
      3. Approve the report and accounts for the year, after receiving the opinion of the supervisory body;
      4. Approve the activity plan and budget for the following year;
      5. Approve the Foundation’s internal operating regulations;
      6. Create, on its own initiative or on the proposal of the executive body, the bodies necessary for the organization of the Foundation, appointing their respective members;
      7. Appoint the members of the Supervisory Board and the Board of Trustees;
      8. And decide on proposals to amend the statutes, modify and terminate the Foundation;
4. The Board of Directors operates as follows:
   1. It deliberates by a majority of the votes present and its President has a casting vote;
   2. It meets every four months and whenever its President calls it;
   3. It may or may not be paid, depending on what you decide;
   4. It can delegate to the executive body the power to carry out specific acts.

Article 7

Executive Director

1. The Executive Director:
   1. May or may not be a member of the Board of Directors and is appointed by the Board of Directors, which decides the length of the terms of office;
   2. Has the responsibility for current management;
   3. It may or may not be remunerated, as decided by the Board of Directors.

Article 8

Supervisory Board

1. The Supervisory Board is composed of three members, one of whom is the Chairman, appointed in the following terms:
   1. Members of the Supervisory Board:
      1. They choose their President;
      2. They are appointed by the Board of Directors;
      3. And they cannot simultaneously be members of other bodies of the Foundation;
   2. The terms of office are five years, successively renewable unless changed;
2. The Supervisory Board has the powers specific to a supervisory body, namely:
   1. Monitor the management and accounts of the Foundation, and may consult the necessary documentation;
   2. Issue an opinion on the annual report and accounts;
   3. Issue an opinion on the activity plan and budget for the following financial year, as well as on any other matters that the Foundation’s bodies submit for its consideration;
   4. Verify compliance with the law, statutes and regulations.

Article 9

Board of Trustees

1. The Board of Trustees is composed of a minimum of three members, one of whom is the President, appointed in the following terms:
   1. The Trustees are people of recognized merit, integrity and competence in any area of ​​the Foundation’s activity;
   2. They choose their President;
   3. Decisions on filling vacancies and choosing new Trustees are taken by the Trustees in office, as proposed by the Board of Directors;
   4. Mandates cease due to death or permanent incapacity, resignation or deliberate exclusion by its members, based on unworthiness, serious misconduct, or manifest lack of interest in the exercise of their functions, and the Chairman of the Board of Directors may exclude a given member, by decision of the Board of Directors.
2. The Board of Trustees has merely advisory powers and is responsible for ensuring compliance with the Foundation’s statutes and respect for the wishes of the Founders.
3. The Board of Trustees operates as follows:
   1. It meets every six months and whenever convened by its President or the President of the Board of Directors;
   2. Decisions are taken by a simple majority of those present and the President has a casting vote;
   3. At meetings of the Board of Trustees:
      1. These may be represented by others, through written communication addressed to their President;
      2. Members of the Board of Directors may participate;
4. The Curators are not remunerated, but may receive attendance allowances and travel expenses, in an amount to be set by the Board of Directors.

Article 10

Termination of the Foundation and allocation of its assets

1. The Foundation is extinguished due to the legally foreseen causes and also by decision of the Board of Directors.
2. The remaining assets after liquidation will be allocated to the Calouste Gulbenkian Foundation.