TITLE I: GENERAL PROVISIONS
Name, governing law, territory and functional scope, duration, domicile and purpose.
Article 1. Name and governing law
1.1. The corporate organisation ASOCIACIÓN DE PRODUCTORAS DE CINE PUBLICITARIO (Spanish Association of Advertising Producers), also known as APCP, is hereby constituted under the protection of the current legislation and is to abide by the following Statutes.
1.2. The Association is to have its own legal personality, independent of that of its members, and is to have full action and legal capacity to fulfil its duties and purpose.
It shall also have financial and administrative autonomy consistent with its activities and assets.
1.3. The content of these articles is binding on all members of the said Association.
Article 2. Functional and territorial scope
2.1. The association is a nationwide non-profit organisation that is organised and run-on democratic lines, guaranteeing the independence of its members, notwithstanding the binding relationship of those resolutions validly adopted by its governing bodies in all matters that affect the common interests of its members.
2.2. All trading entities engaged in the production of advertising films and with a Spanish registered tax residence can be members of the Association, provided that they meet the conditions set forth below and apply for membership. In addition, the entities are to agree to comply with these Articles, as well as the internal regulations approved in due time.
Article 3. Duration
3.1. The Association is incorporated for an indefinite amount of time, and in the event of its dissolution this shall be conducted in accordance with current effective law and the precepts set in these Articles.
Article 4. Domicile
4.1. The Association’s domicile is at Calle Alberto Aguilera, 46, 2º Ext. Postcode 28015, Madrid, notwithstanding that the Board of Governors may at any time resolve to relocate its domicile, as well as to establish offices and representations with the purpose of fulfilling its duties and purpose, subject to the sole requirement of notifying the General Assembly and the administrative body.
4.2. In the event that the Association resolves to relocate its domicile, it is to notify the corresponding public office of the Registry of Associations.
Article 5. Aims of the Association
The objectives and scope of the Association are:
a) To represent all of its members for the defence and promotion of their individual and collective professional, employment, economic, social and cultural interests before and against all kinds of public or private persons and entities. Additionally, intervening and participating in the holding of agreements, covenants and contracts of a private, tax, administrative, working, or trade union nature, as well as the handling and settlement of collective disputes.
b) To encourage the solidarity of its members, promoting and setting up assistance and corporative services for the benefit thereof, permanently excluding any commercial action that may amount to a competition between any of its members’ activities.
c) To arrange and take the appropriate steps to achieve corporate and economic improvements for its members.
d) To represent the interests of its members in Public Administration bodies and in professional organisations, in Spain and abroad.
e) To set out the specific issues related to cinematographic and audiovisual productions before the bodies of Spain’s National Civil Service and Autonomous Communities [i.e. regional governments], as well as the bodies of the European Community and other national and international bodies connected to the members’ activities. In addition, it will expound those problems related and originated from the previously mentioned activities, including the filing and pursuing of appeals deemed necessary to defend the interests of its members.
f) To maintain contact and relationships with other organisations of a similar nature in the national territory, for the purpose of mutual collaboration and exchange of experiences in professional, union-related or any other matters that may benefit the Association and its members.
g) To reinforce and encourage all suggested initiatives that may lead to an improvement in the objectives of the Association.
h) To mediate in and settle issues raised among the members at the request of one of the parties, provided said issues are within the scope of the Association’s remit.
i) To appoint from amongst its members people to act as arbitrators or expert consultants within the scope of the Association.
j) To refrain from interfering in those issues that affect the members’ private domain, over which they retain full management autonomy and independence.
k) To adhere to and participate in national and international bodies that conform to a common plan of action.
l) To acquire and possess assets and to undertake obligations, as well as to receive and manage donations, subject to the current legal regulations and the Association’s Articles.
m) To file for relevant actions in accordance with the law before a court, tribunal or any other public or trade union body.
n) To exercise the right to petition under the terms set forth in article 29.1 of the Spanish Constitution.
o) To collect, compile and publish data with regard to the audio-visual industry.
TITLE II: MEMBERS OF THE ASSOCIATION
CHAPTER I: MEMBERSHIP
Article 6
Companies domiciled in Spain for tax purposes are eligible to become members of the Association if they are national territory. However, the company must have been incorporated at least 12 months before filing the application for membership (except in the event that they have among their majority shareholders a company member of the Association), perform their activities in the aforesaid national territory, and comply with the professional conditions referred to in article 2.2, on the sole condition that they adhere to these articles and internal rules of the Association.
CHAPTER II: ACQUIRING AND LOSING THE STATUS OF MEMBER:
Article 7. Becoming and ceasing to be a member
Affiliation to the Association is voluntary for all those applying, and it is mandatory for the organisation to accept such an application provided the applicant fulfils the requirements stipulated by current legal stipulations and regulations, these Articles and the Association’s internal rules.
Members of the Association can be expelled by a decision of the Association following the relevant disciplinary procedure on the grounds set forth in article 10.2 of these Articles, or if the member chooses to leave voluntarily.
Article 8
8.1. Those wishing to join the Association shall apply to be admitted through a writing addressed to the President, enclosing the following documents:
a) ID details of the applicant: deed of incorporation duly registered with the Mercantile Registry, specifying the domicile and corporate object, as well as the names and details of the Directors at the time the application for membership is submitted.
b) Tax ID.
c) Proof of registration in the relevant category for payment of the Economic Activities Tax.
8.2. Applications for membership must be submitted in writing and be signed in the presence of the Secretary of the Association, responsible for processing the application if the applicant meets the requirements set in the Articles.
8.3. The applicant shall become a full member once the application has been accepted and shall be entitled from that moment to benefit from all of the Association’s rights and services described in these Articles and in its internal regulations, while being bound to fulfil all of the duties set forth therein as well.
8.4. New members cannot be part of the Association’s governing bodies or its officers until two years have elapsed since the date of joining, except in the period immediately subsequent to the incorporation thereof.
Article 9. Register of Members
9.1. The President must keep a General Register of members with details of those joining and leaving the Association. Furthermore, the President must decide whether to accept membership applications after due diligence and will have the option to consult any other body or member of the Association in this regard deemed necessary.
9.2. If after an elapse of three months from the date of its receipt the company’s membership is not cancelled, it shall be deemed definitive.
Article 10. Waiving, suspending and renouncing membership
10.1. The members can voluntarily leave the Association provided that they notify the Board of Governors in writing ten days in advance of the date on which they intend to leave.
10.2. Any member may be suspended or expelled from the Association and be subject to the disciplinary actions deemed suitable, on any of the following grounds:
a) Non-compliance with the resolutions adopted by the General Assembly or by the Board of Governors of the Association.
b) Failure to meet the obligations set in these Articles, or by the internal regulations of the APCP.
c) Failure to pay the membership fees established for the upkeep of the Association: Any member that is in arrears of three ordinary fee payments or, where applicable, an extraordinary contribution, may be suspended.
Repeated non-payment of membership fees may result in being refused readmission as a member.
A maximum grace period of six months may be requested to make payment of outstanding fees, after which the member is to be definitively expelled if the situation has not been resolved, .
If an ex-member expelled for non-payment of fees applies to re-join, it must pay a special readmission fee that shall be determined by the Board of Governors, should it decide to re-admit it.
d) Members may be expelled on the ground of conducts that are manifestly criminal or contrary to the interests of the Association.
e) Members may be expelled on the ground of a final court judgement to the effect that the member is involved in legal proceedings that disqualify it.
f) They may be expelled on the ground of the disclosure of internal affairs or resolutions of the Association against the general interests of its members, potentially harming the Association or benefiting another organisation.
Article 11. Disciplinary Proceedings
11.1. Members alleged to have committed any of the infractions referred to in the previous article have the right to a hearing and to defend themselves in the proceeding opened by the Disciplinary Committee, responsible for deciding upon the penalty to be imposed in accordance with the regulations in place.
11.2. Penalties decided upon by the disciplinary committee against elected officers will need to be confirmed by the same body that elected them, failing which no elected officers may be removed unless the officer steps down voluntarily.
In the case of serious breaches of the Association’s regulations that could jeopardise the Association itself, or of acts of a criminal nature, whether internal or external. the disciplinary committee shall be empowered to order the provisional suspension of elected officers, without the need for a vote by the body by which they were elected.
CHAPTER III: RIGHTS AND OBLIGATIONS OF MEMBERS
Article 12. Members’ Obligations
The Association’s members have the following rights:
a) To be represented by the bodies of the Association as specified in these Articles.
b) To appoint its representatives in a legal and democratic manner as set in these Articles.
c) To be elected to any office in the manner set forth in these Articles.
d) To have an equal right to cast votes and be heard in Assemblies in which they take part as set forth in these Articles. The right to vote can be delegated by one member to another but no member can vote as a proxy for more than three members. Proxy authorisations must be in writing and must specify the meeting in question; they may not be contingent in any way. In order to vote in any Assembly, the associated organisation must have been a member for a minimum of three months prior to the Assembly in question.
e) Members have the right to receive assistance and advice in an individual or collective manner, provided this need results from the member’s professional activities.
f) Members have the right to take part in meetings, Assemblies and congresses of the Association following the manner set forth in these Articles, to express their opinions freely, as well as to elect their representatives freely and democratically .
g) To be electors and elected in and for the various bodies of the Association in accordance with these Articles.
h) To benefit from all the general benefits bestowed by the Association and those that it may introduce in the future.
i) To report on and be informed of all issues that may be of general interest for the Association and its members.
j) To have access to and examine the accounts and accounting statements of the Association at any time.
k) If they represent at least 30% of the membership they have the right to call for an audit of the state of the Association’s accounts, to hold the Board of Governors accountable for its economic management and to call upon the President to convene an Extraordinary General Assembly as soon as possible.
Article 13. Members’ obligations
The Association’s members have the following duties:
a) To abide by the rules in the Articles of the Association and accept its principles and courses of action, as well as such by laws as may be introduced.
b) To comply with the resolutions and decisions validly adopted by the Association’s governing bodies and officers.
c) To act and be willing to cooperate in such a manner that allows the Association to achieve its objectives and purpose, as well as to participate in the activities of the Association.
d) To contribute to the upkeep of the Association in the manner and amount determined by the competent body, paying both the joining fee, regular membership fees and any special contributions that may be determined.
e) To participate in elections and ballots of the Association.
f) To attend meetings and Assemblies if called upon to do so.
g) To proceed diligently and fairly in its professional activities and in solidarity with fellow members.
TITLE III: GOVERNING BODIES
Article 14. Governing Bodies
14.1. The Association is governed by the following bodies:
The General Assembly.
The Board of Governors.
The President.
14.2. The governing bodies are entrusted with the representation, management and administration of the Association.
14.3. The Association’s officers are to be elected from among all of its members by universal suffrage in a direct and secret ballot.
CHAPTER I: GENERAL ASSEMBLIES
Article 15
15.1. The General Assembly comprises all the representatives of the juridical persons named in the Association’s register of members that have paid the duly established fees.
15.2. Each member has the right to cast one vote.
15.3. Membership of at least three months is required in order to vote.
15.4. All members have the right to attend General Assemblies and be duly represented. Proxies are to be in writing and must be specific to each session.
15.5. Each member can represent a maximum of three members.
Article 16
16.1. The validly constituted General Assembly is the sovereign body of the Association, and the resolutions it adopts in accordance with the articles are binding on all of its members.
16.2. The General Assembly has the power to elect the Association’s President as well as the other members of the Board of Governors in accordance with these Articles’ provisions.
Article 17
General Assemblies may be ordinary or extraordinary.
Article 18
18.1. An ordinary General Assembly meeting is to be held during the first six months of each financial year, with the principal aim of defining the guidelines that govern the Association’s activities and examining the management of the Board of Governors.
18.2. An ordinary General Assembly is to meet in order to approve the state of the accounts for the previous year, to approve the annual budgets of income and expenditure for the following financial year and, if applicable, to elect the members of the Board of Governors.
Article 19
19.1. The General Assembly shall meet in extraordinary session:
a) By decision of the President.
b) When convened by the President at the request of the Board of Governors, within no more than 15 days.
c) By convening by the President no later than 15 days after being required in writing by a number of members that represent 30% of the registered membership. The written request must be addressed to the President and must state the points to be included in the Agenda.
19.2. The General Assembly shall have the exclusive and non-delegatory authority to modify these Articles and to dissolve the Association.
19.3. In the event that the President does not convene the Assembly subject to the terms provided, three members of the Board of Governors will have the power to do so.
Article 20
20.1. Ordinary and extraordinary General Assemblies shall be convened by the President of the Association, in accordance with the Board of Governors, by a personal written notification addressed to all of its members to the address stated in the register of members thereof. Said notification will also be entirely valid if made via email.
20.2. The notification convening the meeting must be sent at least 15 calendar days before the date stated, and must include the agenda, place, date and time of the Assembly, as well as all matters to be discussed as proposed by the Board of Governors. It may also state, where applicable, the date and time at which the meeting may be held at second call.
20.3. The notification of convening of the Assembly needs to expressly state the list of members in arrears to the Association, with a clear warning stating that their voting rights may be curtailed until all debts have been settled.
20.4. Likewise, for reasons of urgency, issues raised during the General Assembly that do not appear in the agenda will be discussed by decision of at least 30% of those present.
Article 21
Notwithstanding the provisions of the previous articles, the General Assembly shall be validly constituted without the need for a prior convening, if all of the members with voting rights are present and agree.
Article 22
General Assemblies, both ordinary and extraordinary, will be considered validly constituted at first call if two thirds of the members with voting rights are present or duly represented, and at second call irrespective of the number of members in attendance.
Article 23
23.1. All General Assemblies shall be presided over by the President. and in the absence thereof, by the Vice-President, and in their absence, by the oldest member of the Board of Governors. In the event of the absence of all of the members conforming the Board of Governors, the Assembly shall elect a President from among the members in attendance.
23.2. The Secretary to the Board of Governors shall serve as secretary to the assembly, and (in the absence thereof) the youngest member of the Board of Governors.
Article 24
24.1. Resolutions passed by the General Assembly shall be adopted by a simple majority of the attending members’ votes and duly represented, except in the case of modification of the Association’s by-laws or Articles; or in the case of a resolution to amalgamate or termination of the Association. In any of these cases, a special majority of two-thirds of those in attendance shall be required.
24.2. Voting must be held through a free, direct [sic] and secret ballot if requested by any member in attendance.
24.3. Members will be eligible to vote if they have been members for at least three months and are up to date in the payment of all fees.
Article 25
The General Assembly shall have the following functions and competences:
a) To pass and implement resolutions in respect of the representation, management and defence of the Association’s interests and those of its members.
b) To approve programmes and action plans.
c) To elect and remove the members of the Board of Governors and the President of the Association, and to determine the duration of their terms of office.
d) To examine and approve the Association’s annual report, drafted by the Board of Governors.
e) Approve the regular and extraordinary fees that the members have to pay, in accordance with the proposals made by the Board of Governors.
f) Approve the state of accounts of the Association and its annual budgets.
g) Approve or modify the Association’s Statutes and Internal Regulations.
h) Pass a resolution to amalgamate or termination of the Association.
i) Hear and rule upon any complaints or claims made or filed by the members.
Article 26
All meetings must be issued and the minutes shall state all resolutions passed. Minutes must be kept in a book of record for this purpose and need to be signed by the President and Secretary of the Association. Minutes are to be passed in the same or subsequent meeting. The Secretary may also issue certifications in respect of the specific resolutions passed, notwithstanding the fact that the minutes have been passed. In certifications of resolutions passed, the fact that such certifications have been issued need to be recorded in the minutes before these are passed.
CHAPTER II: THE BOARD OF GOVERNORS
Article 27
27.1. The Board of Governors is the collegiate body in charge of the management, representation and administration of the Association and can be appointed and removed by the General Assembly in ordinary session from among its members, by means of a free, direct and secret ballot.
27.2. The Board of Governors must have between five and twelve members and is comprised by the President and a number of directors as required to complete it. After a first term of office of two years they can be elected for a renewable term of another two years, the maximum consecutive term of office being four years.
27.3. The Board of Governors needs to elect from among its members a Vice-President, a secretary and a treasurer.
27.4. The offices that comprise the Board of Governors shall not be remunerated, notwithstanding the expenses of representation that may be compensated in accordance with the Association’s by laws.
27.5. Elections to the Board of Governors shall be conducted in the following manner:
a) Candidates for the office of President must submit a programme to be implemented during the two years of the term of office.
b) The candidates will have to submit a proposal for their management team, comprised by members of the Association willing to be part of the Board of Governors.
c) Both the President and the members of their team must be members of the Association.
d) The candidature that obtains half the votes plus one of the members present, including their own, is to be elected. A simple majority shall suffice if there is a second round of voting.
27.6. Appointments shall be personal and non-transferable; it cannot be made by proxy.
27.7. If a vacancy should arise, except for the post of President, during the time for which the Board of Governors is to be elected, the same Body shall appoint the replacement. If more than half of the members of the Board of Governors is vacant for any reason, the President will have to convene an election within two months. If the vacant office is that of the President, this office is to be occupied in the interim by the Vice-President, who must convene new elections to the Board of Governors within one month from the date on which it becomes vacant.
Article 28
28.1. The Governing Board shall meet in ordinary session at least once every quarter.
28.2. It shall also meet on an extraordinary basis if requested by one third or more of its members or if the President decides so in view of the importance of the matters to be discussed.
28.3. The President of the Board of Governors, who shall also be the President of the Association, is to convene its members, whenever possible, five calendar days before the date scheduled for the meeting, and shall make the relevant arrangements, including the agenda of the matters to be discussed. If a matter of urgency was to arise, it can be dealt with despite not being stated in the convening notice.
28.4. The convening notice must be issued in a verifiable manner; email notices are entirely valid.
Article 29
29.1. The Board of Governors will be deemed validly constituted if at least half plus one of its members are present, in addition to the President and the Secretary or the persons standing in for them.
29.2. Resolutions shall be passed by the vote in favour of the majority of those present. In the case of a tie the President shall have the casting vote.
29.3. All deliberations and resolutions of meetings of the Board of Governors, both ordinary and extraordinary, must be recorded in minutes that will need to be signed by the President and Secretary, and then entered in the relevant book of minutes.
Article 30
30.1. The Board of Governors shall have the necessary powers to achieve the Association’s objectives and purposes, provided the said powers are not reserved to the General Assembly.
For illustrative purposes, the roles and powers of the Board of Governors include, without limitation:
a) To implement and ensure the compliance with the resolutions of the General Assembly.
b) To carry out the financial and administrative management of the Association.
c) To carry out and oversee the activities of the Association as required to achieve its objectives and purpose.
d) To submit to the General Assembly, the general and specific plans of action to defend the interests of the members; to implement those that are approved, and to report on the degree to which they have been implemented successfully in meetings of the General Assembly.
e) To elect from among its members the Vice-President, the secretary and treasurer of the Association, as well as any replacements or interim officers.
f) To submit to the General Assembly the budgets and annual accounts, as well as proposed fees, for its approval.
g) To decide upon the convening of extraordinary meetings of the General Assembly.
h) To draft, on a mandatory basis, the annual report on the activities carried out and submit it to the General Assembly for its approval.
i) To decide upon all matters involving collections and payments.
j) To supervise collections and payments, without prejudice of powers granted to third parties.
k) To pass resolutions with regard to the hiring of goods and services, and, where applicable, the granting of powers of attorney.
l) To make decisions and pass resolutions respecting the filing of all kinds of legal actions and appeals with anybody and in any jurisdiction.
m) To exercise disciplinary powers in accordance with the terms set forth in these Articles.
n) Pass resolutions in respect of the acquisition and disposal of assets.
o) Appoint and remove the Association’s Managing Director, as well as the staff required for its normal functioning.
p) Appoint the persons that will represent the Association before public and private bodies.
q) Assume the powers delegated to it by the General Assembly.
r) Assume the powers not granted to other governing bodies of the Association.
s) Approve the joining of new members on a provisional basis until they have been ratified by the General Assembly.
30.2. In the event of extreme urgency, the Board of Governors may make decisions on issues over which the Assembly General has the power of decision, reporting it in the first meeting to take place subsequently thereto in order for the decision to be confirmed.
Article 31
31.1. The Board of Governors may resolve to suspend any of its members if proposed by the President, on the grounds of absence at three consecutive meetings without justification. In this case, the Secretary will have to announce the suspension before it takes effect.
31.2. Members of the Board of Governors can be removed:
a) If they resign or refuse to take up office.
b) Provisionally, due to the outcome of disciplinary proceedings confirmed by the General Assembly.
c) If they lose the status of member.
CHAPTER III: GOVERNANCE
Article 32
The Presidency is the collegiate body that manages the Association. It is responsible for preparing the meetings of the Board of Governors and implementing the resolutions passed thereby, without prejudice of the responsibilities that may be held by the members of the Board of Governors.
Article 33
The Presidency is also responsible for responding immediately to all unforeseen, urgent eventualities that may arise which have not been dealt with by the Board of Governors.
Article 34
The Presidency comprises the President, Vice-President, Secretary and Treasurer.
Article 35
The President of the Association is the most senior office in the Association and represents it before all public bodies and third parties, acting on its behalf before and/or against them in concert with the Board of Governors.
The President is elected and dismissed by the General Assembly by a free and secret ballot.
Article 36
The roles and powers of the President are as follows:
a) To convene and preside over the General Assembly, the Board of Governors and the Presidency.
b) To ensure that all resolutions validly passed by the General Assembly and Board of Governors are complied with and implemented.
c) To chair discussions and call meetings to order, and to verify the scrutiny of votes conducted in the course thereof.
d) To represent the Association, enter into contractual agreements, grant powers and carry out actions of all kinds, with the relevant authorisation of the Board of Governors.
e) To prepare for the General Assembly the mandatory annual report accounting for his/her actions and those of the Board of Governors.
f) To make proposals to the Board of Governors regarding the appointment to those posts of a technical nature necessary to conduct the Association’s activities.
g) To sign off on the minutes taken of meetings of the Association’s collegiate bodies and sign them jointly with the Secretary.
Article 37
In the event that a vacancy, absence or illness of the President should arise, the Vice-President is to stand in within no more than three days, assuming automatically the powers of the President to run the Association until the President reassumes office or, if this is not the case, until a new general election is held as set forth in these Articles.
Article 38
The Vice-President’s role is to assist the President in carrying out the tasks and functions that the Board of Governors and Office of the President see fit to determine. These may delegate the responsibilities normally held by the President to them.
Article 39
The Secretary must be appointed by the Board of Governors from among the members of the team elected.
The Secretary’s roles and powers are:
a) To assist the President of the Association in all matters over which the President has authority.
b) To take charge of the management and administration of the Association and manage the staff and services, under the supervision of the President and in accordance with the guidelines set out by the Board of Governors.
c) To act as Secretary of the General Assembly and Board of Governors, to attend meetings thereof, report on all resolutions adopted and issue the relevant documents of the resolutions passed.
d) To control the Association’s documents.
e) To issue certifications as requested signed off by the President.
f) To maintain the register of members.
Article 40
40.1. The Treasurer must be appointed by the Board of Governors from among the members of the team elected.
40.2. The Treasurer shall be in charge of the Association’s accounting. The Secretary must record and maintain the accounts of all income and expenditure, as well as be involved in all transactions and operations of an economic and financial nature.
40.3. The Secretary is to take receipt of and ensure the safe keeping of all funds belonging to the Association and the instructions of payment issued by the President, notwithstanding such powers as the President may delegate in this respect.
40.4. The Treasurer has to draw up the annual income and expenditure budget and the statement of the accounts for the year ended, which must be submitted to the Board of Governors so that it can submit them in their final form to the General Assembly.
Article 41
41.1. Each of the members of the Presidency and Board of Governors, collectively or individually, may be subject to a motion of censure on the performance of their duties and responsibilities.
41.2. A motion of censure must be presented by at least 40% of the members of the General Assembly and passed by 2/3 of those present at an extraordinary meeting.
41.3. If the General Assembly passes a motion of censure, each of the members of the Presidency and/or the Board of Governors, collectively or individually, depending on who is subject to the motion, shall hand in their resignation. The vacant offices shall be filled by election within one month.
TITLE IV: THE GENERAL MANAGER
Article 42. The General Manager
42.1. The Managing Director must assume the duties and responsibilities delegated by the Board of Governors and the President of the Association.
TITLE V: OF WORK COMMITTEES
Article 43
43.1. Committees may have binding powers or be purely consultative. Consultative committees will be those of an internal nature.
43.2. Committees will be deemed to have binding powers if they are binding before public and private institutions.
43.3. Work committees with binding powers need to be approved by the General Assembly at the proposal of the Association’s Board of Governors. Consultative Work Committees have to be appointed directly by the Board of Governors, at the proposal of the President.
43.4. The election of committees with binding powers needs to be made from among the members. Consultative committees will consist of at least one member of the Association. The rest of the members may be members of the Association or not.
43.5. Committees shall not be remunerated except for those for which, due to their exceptional nature or purpose, remuneration is needed.
TITLE VI: FINANCIAL MANAGEMENT OF THE ASSOCIATION
Article 44
In order to achieve its goals, the Association can have its own assets. In any event, the resources will have to be sufficient to cover the budgets of expenditure established for each financial year.
Article 45
The financial resources of the Association comprise:
a) The ordinary and extraordinary fees paid by the Association’s members.
b) Donations and legacies made to the Association.
c) Public and private subsidies and grants.
d) The sale of its assets and valuables.
e) Any revenue from the sale of publications and provision of services.
f) The sponsorship and backing of the prizes awarded each year by the Association.
g) Any other resources obtained in accordance with the current legal regulations and the precepts of these Articles.
Article 46
To meet the economic needs of the Association and apart from other income, the General Assembly will set the amount of membership fees for new members, as well as regular and extraordinary fees that are necessary at the beginning of the financial year and that are to be effective for members for the period to be determined, it being understood that any delay in the payment of said fees will entail the loss of the membership rights.
Article 47
47.1. The Association’s finances are to be managed in accordance with the budgeting rules. Each year an ordinary income and expenditure budget needs to be drawn up, and it must be approved by the General Assembly, at the proposal of the Board of Governors.
47.2. A resolution of the General Assembly will be required to modify the budget.
47.3. The financial year will coincide with the calendar year.
47.4. Every financial year, the ordinary income and expenditure budget is to be reviewed and adjusted, subject to the rules set forth in these Articles.
Article 48
48.1. The Board of Governors will determine the rules governing the administration and accounting of the Association. A general control and accounting plan and a specific plan of accounts for each financial year is to be established.
48.2. The President of the Association is in charge of the authorisation of any payments.
48.3. The Treasurer will intervene all documents regarding the collected and paid funds, supervise the Association’s accounts, and take charge of the custody of all funds in the manner determined by the Board of Governors.
48.4. The power to sign any and all documents in respect of payments and collections, and the power to dispose of bank account funds, will be in the form determined by the Association’s Board of Governors.
48.5. The members may have access to all of the Association’s documentation in respect of its financial situation at any time by making a formal request to the Treasurer.
TITLE VII: RULES REGARDING MODIFICATION MERGING AND DISSOLUTION
Article 49. Modification
49.1. These Articles may be modified by a resolution of a General Assembly with the vote in favour of two thirds of those in attendance.
49.2. The modification project must be proposed by at least half of the members or by the Board of Governors and must be submitted to all of the members of the Association twenty calendar days in advance.
Article 50. Merging
The same procedure applied in the case of modification must be followed for the merging with other similar associations.
Article 51. Dissolution
51.1. The Association is to be dissolved by resolution of the General Assembly with the vote in favour of two-thirds of those in attendance.
51.2. For a proposal to dissolve the Association it is necessary to carry out the same procedure for the modification of its articles.
51.3. If reached the resolution to dissolve the Association, it will be necessary to establish the use to which the assets, installations, and services of the Association remaining after all outstanding obligations have been met, shall be put.
TITLE VII: FINAL PROVISIONS
Article 52
These Articles will take effect as and from the moment of registration with the register of Associations in accordance with current relevant law.
Article 53
The Association may confederate with other entities, associations and organisations by a resolution approved by the Board of Governors, which will have to be ratified by the General Assembly.
