ARTICLE 10. Governing and representation bodies of the Association.
The governing and representative bodies of the Association are the General Assembly and the Board of Directors.
A – GENERAL ASSEMBLY.
ARTICLE 11. Nature.
The General Assembly is the supreme body of the Association and will be made up of all members.
ARTICLE 12. Meetings.
The General Assembly shall hold ordinary and extraordinary meetings. Ordinary meetings shall be held once a year, during the second half of the year, and extraordinary meetings shall be held in the cases provided for by Law, when agreed by the Board of Directors or when requested by a number of members with voting rights of not less than 10%.
ARTICLE 13. Calling of General Assemblies.
Both ordinary and extraordinary General Assemblies shal be called by the President, on behalf of the Board of Directors, in writing, stating the place, date and time of the meeting, as well as the agenda.
There must be at least 15 days between the notice and the date set for the Assembly in first call, and the date on which the Assembly is to meet on second call may also be stated if appropriate, with no less than half an hour between one and the other.
For reasons of urgency, the deadlines for the call may be reduced to a minimum of 72 hours.
ARTICLE 14. Quorum for valid constitution and quorum for the adoption of resolutions.
The General Assemblies, both ordinary and extraordinary, will be validly constituted, in first call, when at least one third of the members with voting rights are present; on second call, when at least twenty percent of the members with voting rights are present.
Resolutions shall be passed by a simple majority of votes of those present, except in the cases of modification of the Statutes, dissolution of the Association, disposal or alienation of real estate, in which a majority of 2/3 of votes of those present shall be necessary. In the event of a tie, the casting vote of the President, or whoever acts as President, shall decide.
ARTICLE 15. Powers of the Ordinary General Assembly
The powers of the Ordinary General Assembly are:
- a) Appointment and removal of the Board of Directors.
- b) To examine and approve the annual budgets and accounts.
- c) Approve, where appropriate, the management of the Board of Directors.
- d) Set the ordinary and extraordinary fees to be paid by the members.
- e) Agreement to constitute a Federation of Associations or join one.
- f) Expulsion of members at the proposal of the Board of Directors.
- g) Disposition and disposal of real estate,
- h) Approval of new projects requiring investments exceeding 20% of the annual budget.
- i) Any other that is not exclusive to an Extraordinary Assembly.
ARTICLE 16. Powers of the Extraordinary General Assembly.
The Extraordinary General Assembly has the same powers as the Ordinary General Assembly, and exclusively, the modification of the Statutes and the dissolution of the Association.
B – BOARD OF DIRECTORS.
ARTICLE 17. Nature and composition.
The Board of Directors is the representative body that manages and represents the interests of the Association, in accordance with the directives issued by the General Assembly. It shall be made up of a number of members not less than five nor more than nine and shall include a President, Vice-President, Secretary, Treasurer, and the corresponding number of Members to complete the number of members of the Board that, within the aforementioned limits, is established by the General Assembly at any given time.
The members of the Board of Directors shall exercise their functions for a period of three years, and, in any case, they may not be re-elected for more than two consecutive periods.
In order to be a member of the Board of Directors, it is necessary to have the status of associate number and expressly accept the Association’s ethical code.
The President, Vice-President and Secretary of the Board of Directors will also be the President, Vice-President and Secretary of the General Assembly and of the Association. The members of the Board of Directors will exercise their position free of charge in all circumstances and shall not receive any remuneration for the performance of their duties. However, the members of the Board of Directors will have the right to be compensated for the duly justified expenses that they may incur in the exercise of their office.
In the event that, for any circumstance, the number of members that make up the Board becomes less than the statutory provision, the agreement to call the electoral process provided for in these statutes for the election of a new Board of Directors must be adopted by the Board.
ARTICLE 18. Procedures for the election and replacement of members
For the election of members of the Board of Directors, the outgoing Board of Directors will publish a call for nominations with the dates and other conditions of the call for nominations.
A minimum period of one week will be set for the admission of candidatures and the admission of candidatures shall be closed six days before the voting, in order to give sufficient publicity of such candidatures to the members.
The candidatures will consist of closed lists that shall include the positions of President, Vice-President, Secretary, Treasurer and Members. Likewise, the lists will include the name of two substitutes, who will occupy the positions that remain vacant for reasons other than the normal expiration of the positions, with the exception of the case of becoming vacant the position of President which will be replaced by the Vice President, the Treasurer or the oldest Member, in this correlative order.
The vote will be valid through representatives and by certified mail.
The members of the Board of Directors will resign for:
- a) Express waiver.
- b) Cause withdrawal as a member of the Association.
- c) Agreement of the General Assembly.
- d) Appointment of a new Board of Directors.
- e) Failure to comply with the specific functions assigned to it by decisions and agreements issued by the Board of Directors.
- f) Failure to attend, without just cause, three consecutive sessions or five alternated out of a total of ten ordinary sessions of the Board of Directors.
- g) For notorious causes of misconduct or breach of the Code of Ethics
The cessation of the members of the Board of Directors will be agreed by the General Assembly once the circumstance causing the same has been verified.
In the cases provided for in sections e), f) and g), this verification will take place following the procedure to be determined, which will be instructed by the Board of Directors with a hearing of the interested person and agreement of the majority of the rest of the members of the Board of Directors including the President.
Notwithstanding the foregoing, before adopting the decision to establish the corresponding dismissal procedure, the Board of Directors will submit once to the Management of the associated legal entity the consideration of replacing its legal representative. While the General Assembly is not held, the Board of Directors may decide the temporary separation of the members whose cessation procedure has been established.
After the cessation or separation of the members of the Board of Directors is produced, for any circumstance, it may adopt the agreement to appoint among the associates of number the members necessary to fill the vacant positions. Said appointments must be ratified at the next General Assembly to be held.
ARTICLE 19. Meetings and quorum for the constitution and adoption of resolutions.
The Board of Directors will meet after convocation as many times as determined by its President or at the request of 1/3 of its members. It will be constituted when half plus one of its members attend and for its agreements to be valid they must be adopted by majority vote. In the event of a tie, the vote of the President or of whoever takes his place will be the casting vote.
ARTICLE 20. Powers of the Board of Directors.
The powers of the Board of Directors are:
- a) Execute the agreements of the General Assembly.
- b) Direct the social activities and take the economic and administrative management of the Association.
- c) Prepare the annual Budgets and Accounts and submit them to the approval of the General Assembly.
- d) Approve the Internal Regulations and Code of Ethics.
- e) Resolve on the admission of new associates.
- f) Appoint delegates for any specific activity of the Association.
- g) Call elections for the Board of Directors and establish the rules and terms and conditions of the call, in accordance with the provisions of this statute.
- h) Appoint a Manager, for management and direction tasks, delegating the powers and responsibilities established in each step.
- i) Impose the sanctions of warning, suspension and expulsion of associates.
- j) Instruct the procedures for the dismissal of its members.
- k) Initiate and resolve procedures for the creation of Territorial Delegations.
- l) Any other power that is not the exclusive competence of the General Assembly.
ARTICLE 21. President, Vice President, Secretary, Treasurer and Members.
I – THE PRESIDENT.
Will have the following powers:
- a) Legally represent the Association before all kinds of public or private organizations.
- b) Call, preside over and adjourn the sessions held by the General Assembly and the Board of Directors.
- c) Direct the deliberations of both.
- d) Order payments and authorize with his/her signature the documents, minutes and correspondence.
- e) Adopt any urgent measure that the smooth running of the Association advises, is necessary or convenient for the development of its activities, without prejudice to subsequently reporting to the Board of Directors or Assembly, as the case may be.
II – THE VICE PRESIDENT.
He will replace the President in his absence, due to illness or any other cause, and will have the same powers as him.
III – THE SECRETARY.
He will act as such of the Board of Directors and General Assembly, drawing up minutes of the meetings, will issue the corresponding certifications, will keep and guard the books and files of the Association and will maintain correspondence and communication with the Administration, keeping the corresponding record.
IV – THE TREASURER.
He will be responsible for the funds and accounts belonging to the Association and will comply with the payment orders issued by the President.
V – THE MEMBERS.
They will have the obligations of their position as a member of the Board of Directors and as well as those that arise from the delegations or work commissions that the Board itself entrusts to them.
ARTICLE 22. Manager.
The Board of Directors may appoint a Manager, to whom it will delegate the functions and powers it deems pertinent for the daily operation of the Association. The appointment will be revocable at any time by the Board of Directors.