- Chapter I: Name and statutory scheme
- Chapter II: Governing bodies and administration
- Chapter III: On partners: requirements and admission procedure and types
- Chapter IV: Founding assets and budgetary system
- Chapter V: On the modification of the statutes
- Chapter VI: On the dissolution of the associations and application of the net assets
- Chapter VII: Final dspositions
GOVERNING BODIES AND ADMINISTRATION
- Article 6
The governing and administration of the Association shall be the responsibility of the following collective bodies:
- The General Assembly of Partners, as the supreme body.
- The Management Board, as the permanent collective management body.
THE GENERAL ASSEMBLY
- Article 7
The General Assembly, formed by all of the partners, is the body through which they express their wishes.The General Assembly’s powers include the following:
- To approve the association’s general action plan
- To examine and approve the annual accounts and the budget for the following year.
- To approve the management of the Management Board
- To modify the statutes.
- To dissolve the association.
- To elect and dismiss the president, secretary, treasurer and, where appropriate, all other members of the collective governing body, as well as their supervision and control.
- The acts of federation and confederation with other associations, or the withdrawal from any of these.
- To approve the disposition or transfer of property.
- The salary agreement of the members of the Governing Body, where appropriate.
- To set the ordinary or extraordinary fees, although this power can be delegated by the General Assembly to the Governing Body via express agreement.
- To adopt the agreement of definitive separation of the persons associated.
- Any other power not attributed to another corporate body
- Article 8
The General Assembly shall meet in ordinary and extraordinary sessions.
- Article 9
The General Assembly must be called in ordinary session, at least once a year, within the first three months, in order to adopt the Agreements set out in Article 7º-1), 2) y 3).
- Article 10
The General Assembly shall meet in extraordinary session when it is agreed by the Management Board, either on its own initiative, or because it is requested by at least one third of its associates, indicating the reasons and purpose of the meeting and, in any case, to inform about and decide on the following matters:
a) Statutory Modifications.
b) Dissolution of the Association.
The posts of President and Secretary of the General Assembly shall be held by those who hold those of the Management Board. Or in their default or absence they shall be appointed by the majority vote of those attending.
- Article 11
The calling of the General Assemblies shall be made in writing stating the place, day and time of the meeting, as well as the agenda with specific mention of the matters to be addressed. Between the calling and the day set to hold the first session of the Assembly there must be at least fifteen days, whereby where appropriate, the date and time at which the Assembly shall meet at the second calling can be stated, without there being a time of less than half an hour between the two of them.
The General Assemblies, both ordinary and extraordinary, shall be validly constituted in the first calling, when they are attended by a third of the associates with a right to vote, and in the second calling whatever the number of associates with a right to vote.
- Article 12
The agreements of the General Assembly shall be adopted by simple majority of the persons present or represented, when the positive votes exceed the negative ones. Nevertheless, the following agreements shall require the qualified majority of the persons present or represented, that shall arise when the positive votes exceed half of those validly issued:
- The dissolution of the association.
- The modification of the statutes
- The disposition or transfer of goods.
- The remuneration of the members of the representation body.
The agreements adopted shall oblige all partners, including those who have not attended and those who have voted against.
- Article 13
The partners shall be able to grant their representation, for the purposes of attending the General Assemblies, to any other partner. This representation shall be granted in writing, and must be in the possession of the Secretary of the Assembly, at least 24 hours before the session is held. Partners who reside in different cities to that where the Association has its registered office, can send the document to credit the representation by post.
Voting in writing and without a session shall only be admissible when no associates oppose this procedure.
- Article 14
The Management Board is the representation body that manages and represents the interests of the association, in accordance with the dispositions and directives of the General Assembly. Only the associates can be part of the representation body.
The Management Board shall be integrated by the president, secretary and treasurer, however, it shall be formed by a minimum of five and a maximum of twenty members. For these purposes, the Public Authorities, the Sectoral Associations, the Cultural Associations and the rest of the partners must be represented at the Assembly, by at least one representative.
They must meet at least once every six months and whenever required by the good development of the Association’s activities.
- Article 15
The absence to the highlighted meetings, of the members of the Management Board, on three consecutives or five alternate occasions without just cause, shall lead to the dismissal from the respective position.
- Article 16
The positions that make up the Management Board, shall be elected by the General Assembly and shall last a period of four years, except for express revocation, whereby they can be re-elected.
The vacancies that may arise in the Board, shall be provisionally covered by appointment of the Management Board until the General Assembly elects the new members or confirms those appointed in their posts.
- Article 17
In order to belong to the Management Board the following indispensable requirements must be met:
- To be a natural or legal person. In the case of natural persons, to be of legal age, in full use of the civil rights and not be the subject of reasons of incompatibility established in the legislation in force. For the case of legal persons, express agreement is required from their relevant body, stating their desire to join the association, as well as the persons that represent them.
- To be appointed as stated in the Statutes.
- To be a partner of the Entity.
- Article 18
The position of member of the Management Board shall be undertaken when, once appointed by the General Assembly, they proceed to accept or take possession.
The General Assembly shall be able to establish, where appropriate, the payment of expenses of the members of the Management Board.
The posts shall be free.
- Article 19
The members of the Management Board shall be dismissed in the following cases:
a) Expiry of the term of office.
c) Cessation of the condition as a partner, or due to incapacity.
d) Revocation agreed by the General Assembly in application of what is set out in Article 16 of these Statutes.
e) Death or dissolution of the legal person where appropriate.
When the cessation is produced due to a cause set out in section a), the members of the Management Board shall continue as acting parties until the first General Assembly is held, in which the new posts shall be elected.
In cases b), c), d) and e), the Management Board shall fill the vacancy by provisional appointment, which shall be subjected to the General Assembly for ratification or revocation, proceeding, in this last case, with the corresponding appointment.
All of the modifications in the composition of this body shall be reported to the Associations Register.
- Article 20
The functions of the Management Board are as follows:
a) To direct the ordinary management of the Association, in accordance with the guidelines of the General Assembly and under its control.
b) To programme the activities to be carried out by the Association.
c) To submit for the approval of the General Assembly the annual expenditure and income budget, as well as the statement of accounts of the previous year.
d) To draw up the Agenda for the meetings of the General Assembly, as well as agree the calling of the ordinary and extraordinary General Assemblies.
e) To attend to the proposals or suggestions formulated by the partners, adopting for this purpose the necessary measures.
f) To interpret the precepts contained in these Statutes and cover their shortfallings, always in line with the legal regulations in force regarding associations.
g) To exercise those powers granted to it by the General Assembly via express Agreement, as long as they are not of its exclusive power.
- Article 21
The Management Board shall hold its sessions as many time as the Presidency states, either on its own initiative, or on the request of any of its components. It shall be presided over by the President, and in their absence, by the vice-president, and in the absence of both of these, by the oldest member of the Board.
For the agreements of the Board to be valid, they must be adopted by the majority of the votes of those present, whereby the presence of half of the members is required. In the event of a tied vote, the President shall have the casting vote.
The members of the Management Board, in the event of absence, can be represented by another member of the Board. The representation shall be in writing and specific for each meeting of the Board.
The Secretary shall write the minutes of the sessions which shall be transcribed to the corresponding Minute-Book.
- Article 22
The President of the Association assumes its legal representation, and shall execute the agreements adopted by the Management Board and the General Assembly, for which they hold the presidency respectively.
- Article 23
The following faculties shall correspond to the President:
- To call and adjourn the sessions held by the Management Board and the General Assembly, to direct the deliberations of them both, and to have the casting vote in the event of a tied vote.
- To propose the Association’s activities plan to the Management Board, promoting and directing their tasks.
- To arrange the payments agreed validly.
- To resolve matters of an urgent nature that may arise, informing the Management Board of these in the first session held.
- Exercising those powers granted to them by the General Assembly via express Agreement, unless these are exclusively dealt with by the General Assembly.
- To authorise the certifications issued by the Secretary
- Those of representation, direction and management of the Association that have been expressly delegated to them, either by the Management Board or by the General Assembly.
- To ensure the aims of the Association are met.
- To agree the Agenda of the meetings.
- Article 24
The Secretary is specifically responsible for receiving and processing member applications, handling the Partners file and Registration Book, safeguarding and writing the Minute-Book.
Likewise, they shall ensure compliance with the legal dispositions in force regarding Associations, safeguarding the Entity’s official documentation, certifying the contents of the Books and Association’s archives, and ensuring the mandatory communications on the appointment of Management Boards and changes to the registered office are sent to the relevant authority.
- Article 25
The Treasurer shall inform about the revenue received and payments made, formalise the annual income and expenditure budget, as well as the previous year's statement of accounts, which must be presented to the Management Board to in turn be subjected for approval by the General Assembly.
THE MANAGEMENT BOARD