Art 1 – OFFICIAL NAME AND NATURE OF THE ASSOCIATION
With the official name of CHICLANA FOREIGN RESIDENTS ASSOCIATION, an organisation is formed in Cadiz, on the 14th January 2008 2007. Said organisation is of a collective nature and is non profit-making. It is formed under the protection of that which is laid out in Article 22 of the Spanish Constitution, constitutional law 1/2002, of the 22nd March, which regulates the law of associations, the decree 152/2002, of the 21st of May, through which is approved the organisation and functioning of the Andalucian register of Associations and other related dispositions. The regime of the above association will be determined by that which is laid out in these statutes.
Art 2 - REGISTERED ADDRESS
The registered address of the association will be located in
Buzon 24 C.C. NovoGallo, Local 50, Los Gallos, Chiclana de la Frontera 11130 Cadiz
Art 3 - AREA THE ASSOCIATION WILL COVER
The association will, for the most part, carry out its work within the province of Cadiz.
Art 4 - DURATION
The association has been formed without limit of time.
Art 5 - AIMS AND ACTIVITIES
To represent views of members to Chiclana Council on any matter relating to its administration of the area and the provision of services
To make known to Chiclana Council any problems experienced by a member or members relating to local administration or legal matters and seek to resolve the same
In particular to seek to resolve problems relating to housing, planning and supply of services
To represent members in resolving problems with other statutory bodies and service providers
To provide help, assistance and information to members concerning any aspect of living in Spain as a foreign national
To build up and maintain an accurate database of information, advice and useful contacts for the use of members
To endeavour to keep members informed of changes in law, local administration and the provision of services and facilities which may affect them
To promote and foster good relations between the Association and Chiclana Council.
To promote and encourage integration into Spanish life and the mutual understanding of one another’s cultures by organising and supporting social and cultural events
To organise and support social events for benefit of members
To raise funds to help offset the costs of administering the Association
REQUIREMENTS AND MEANS OF ADMISSION AND ABSENCE, SANCTION AND DISMISSAL OF MEMBERS
Art 6 - ACQUISITION OF MEMBER STATUS
In order to be a member one must be over the age of 18 and have an interest in the aims of the association. The application to be admitted as a member must be accepted by the Board of Management.
Art 7 - LOSS OF MEMBER STATUS
Member status will be lost in any of the following cases:
a) By the members' own free will
b) As a result of non-payment of subscription fees within three months of being due.
c) Through serious failure to comply with the statutes or with the arrangements and agreements adopted by members.
Should the circumstances previously outlined under letter a) of the present article arise, a written letter presented to the Secretary, stipulating that one wishes to step down, will suffice. The effect will be immediate, from the time that the letter is handed in.
In order for cause b) to apply, the Treasurer must send a demand for payment in writing payable within 21 days bearing the signature of the president. Termination of membership will take place if payment is not made and will be effective from the date of notification in writing to the member. In order for cause c) to apply, there must be the agreement of the General Assembly adopted by 2/3 of the valid votes cast. This will allow the Board of Management to impose the necessary sanctions and the person involved will be entitled to a hearing.
Art 8 - SANCTIONS
The imposition of any type of sanction other than the termination of membership must be as expressly laid out in these statutes and will set out the behaviour being sanctioned, the sanction imposed as a result of that behaviour and also the body that granted and imposed the sanction.
RIGHTS AND DUTIES OF THE MEMBERS
Art 9 - RIGHTS
The following are rights of the members:
a) To participate in the activities of the association and in the all aspects of government and representation, to exercise the right to vote, as well as to attend the General Assembly, in accordance with these statutes.
b) To be informed regarding the make up of the governmental and representative bodies of the association, its business affairs and the development of its activities.
c) To be informed prior to the adoption of any disciplinary measures which may be brought against them and to be informed of the facts which have given rise to such measures and any agreement to impose a sanction must be justified.
d) To access the documentation pertaining to the association, through the Board of Management.
e) To use the assets and facilities which are in common use of the association, and to respect the rights of the other members to do the same.
f) To oppose any agreement made by the bodies of the association which they deem to be contrary to Law or to these statutes.
Art 10 - OBLIGATIONS
The following are duties of the members:
a) To share in the aims of the Association and work together in order that these aims may be achieved.
b) To pay fees, levies, any local taxes or other costs that, by amendment of these statutes, may be imposed upon each member.
c) To comply with any further obligations which may result from any statutory alterations or changes.
d) To respect and comply with agreements which are currently in force adopted by the Board of Management and the General Assembly.
e) To provide the Secretary with an up to date email address to which notice of Assemblies and other communications can be sent and at which proper notice of Assemblies will be deemed to have been given
RE: THE GOVERNMENTAL AND REPRESENTATIONAL BODIES.
Art 11 - MEMBERS' GENERAL ASSEMBLY
The supreme ruling body of the association is the General Assembly of Members or the “General Assembly”. This is made up of all the members who have full rights of membership.
It adopts its resolutions and agreements by means of a majority vote or secret ballot and it must meet, at least, once a year.
The Assemblies may be either ordinary or extraordinary and will be conducted in a way which conforms with the present statutes.
Art 12 - RIGHT TO CALL AN ASSEMBLY
An Assembly will be called by the President of the Association, either on his own initiative with the agreement of the Board of Management, or by way of a request signed by 10% of all the registered members. Once the need to call a meeting of the General Assembly has been agreed upon by the Board of Management, it must be held within 45 days of that decision
The request for a meeting lodged by members must be given in writing to the Secretary and set out the agenda of the meeting, and be accompanied by all documentation that may be required, to enable any proposed resolutions to be properly considered and adopted. The President will call the meeting within a maximum of 15 days after the said documentation has been presented.
Art 13 - THE ORDINARY GENERAL ASSEMBLY
The General Assembly must meet every year normally in the month of January (The Annual General Assembly) or within fifteen months of the date of the previous Annual General Assembly, with the purpose of dealing with the following items on the agenda:
1. Reading and approval, if considered appropriate, of the minutes of the previous Assembly (whether it be an ordinary or extraordinary General Assembly)
2. Study and approval - if appropriate - of the Treasurer’s report from the previous Assembly.
3. Appointment/re appointment after the start time of the original meeting of members of the Board of Management.
4. Study and approval - if appropriate - of the Budget.
5. Study of the Activities Report and approval - if appropriate- of the way in which the Board of Management is conducting the business of the Association.
6. Approval - if appropriate - of any Programme of Activities.
Art 14 - THE EXTRAORDINARY GENERAL ASSEMBLY
Apart from the issues of the agenda set out in the previous article, in order to adopt any other resolution, it will be necessary to call and convene an Extraordinary General Assembly, particularly to deal with (amongst other matters) the following subjects
1. Partial or complete modification of the statutes.
2. Dissolution of the Association
3. Appointment of members of the Board of Management.
4. Disposal and transferr of assets.
5. Formation of a federation, confederation or union of associations or the integration of the Association into one already in existence.
Art 15 – ASSEMBLIES - NOTICE AND QUORUM
The Assemblies - both Ordinary and Extraordinary - will be subject to at least 15 days notice being given in advance of the actual meeting being called. When these are called, a third of all members with the right to vote - either present or properly represented - must be present. If there is no quorum a second meeting will be called 30 minutes after the start time of the original meeting. At this second meeting the members present or properly represented will constitute a quorum.
In order to calculate the total number of members attending any meeting or the votes cast, all representatives must make themselves known to the Secretary as soon as the meeting begins. The President and the Secretary of the Assembly will both be appointed at the start of the meeting.
Notice of an Assembly will be given by publication of the date, time, and venue on the Association’s website and at the registered office. In addition the Secretary will endeavor, in the case of an Extraordinary Assembly, to notify all members by email or other appropriate means but the Assembly will not be deemed unlawful or unconstitutional solely due to notice not having been received personally by a member or less than 10 per cent of members.
Art 16 - WAYS IN WHICH AGREEMENTS ARE CONSIDERED, REACHED AND CARRIED OUT
All issues will be debated and voted on according to the order that they take on the agenda of the meeting. The President will open the debate with a first round of contributions, in which anyone can take the floor, subject to having prior the permission of the President to do so. The President will also moderate the debate and may decide to open a second round of contributions or open the floor to suggestions. Once the debating of an issue has been concluded, then members may proceed to vote on that issue.
Subject to Article 35 the decision of the General Assembly will be adopted by means of a simple majority of those members either present or represented, as long as votes for the motion exceed those against. However, a “qualified majority” of persons present or represented will be required (which will be when the votes in favour exceed more than half of the members present or properly represented) in the cases of votes taken regarding modification of the statutes, disposition or transfer of assets and remuneration of the members of the Board of Management.
The agreements reached will be carried out by the President or the Board of Management or by the person appointed within the resolution itself within the appropriate timeframe and in the correct manner.
Art 17 - DELEGATIONS OF VOTING OR REPRESENTATIONS
The representation of members or delegation of voting will be valid only for the Assembly for which it is issued. Any other delegation or representation will be considered null and void.
It must be given using the official delegated/proxy voting form and signed or certified by both parties.
Each member may represent a maximum of twenty delegated votes.
THE BOARD OF MANAGEMENT
Art 18 - COMPOSITION AND DURATION.
The Board of Management is the body, voted in by the members themselves, to govern, represent and carry out all the administrative duties of the Association, subject to the overall control of the General Assembly. Only a full member may be a member of the Board of Management. It will be made up of:
President, Vice-president, Secretary, Treasurer and not less than three other Board Members.
Any nominees for the role of President of the Association must have been a paid up member for at least six months prior to the date of the AGM.
Art 19 - ELECTION AND SUBSTITUTION
1. Nominations for election to the Board of Management must be received in writing by the Secretary at least 5 days prior to the AGM.
2. Each nominee must confirm his/her willingness to be elected and the nomination must be supported and seconded by another member of ChiFRA
3. No nomination is needed for existing members of the Board of Management. They will automatically be deemed to be nominated, unless they advise the Secretary that they do not wish to stand again.
4. If more than one nomination is received for each Officer function, or more nominations than vacancies are received for members of the Board of Management, then a ballot shall be held. A ballot paper listing the names of the candidates and a brief election address shall be published on the Association website prior to the AGM.
5. Should a vacancy arise at any time, the members of the Board of Management may provisionally appoint another member to substitute that person until such time as the corresponding board member is elected at the next General Assembly.
Art 20 - STEPPING DOWN FROM A POSITION
The members of the Board of Management will cease to act as Board members in the following circumstances:
a) Upon death or being declared dead.
b) Upon becoming incapable, ie being deemed unfit for the position, or incompatibility, according to that which is stipulated by law.
c) By means of a judicial resolution.
d) If the members' appointed term of office has been served. However, until such time as the General Assembly reconvenes to elect a new Board of Management, the said member will continue to carry out his or her role. The member may also sign any documents that would normally be signed by them in the everyday fulfillment of their role during this time.
e) By way of resignation.
f) By way of a resolution passed at any time and in accordance with the formalities set out in these Statutes - by the General Assembly.
g) Upon ceasing, for whatever reason, to be a member of the Association.
When a member steps down the Register of Associations must be informed of the fact in order that it may keep a record of the happening.
Art 21 - ABOUT THE PRESIDENT
It is the role of the President to:
a) Represent the Association before all people, authorities and entities that the Association may deal with, whether public or private.
b) Call together the meetings of the Board of Management and the General Assembly, preside over them, take control of debates, cancel and adjourn sessions.
c) Carry out the agreements of the Board of Management and the General Assembly and, in order to achieve this, draw up any necessary contracts and sign the documents needed to do so. The President may also expressly authorise any other member of the Board to carry out any of his responsibilities to the Board or the Association.
d) Fulfill and make sure others fulfill the agreements of the Board of Management and the General Assembly.
e) Regulate the capital, income and expenditure of the Association.
f) Have the casting vote in any motion in order to resolve a deadlock.
g) Approve the records, minutes and certification of decisions of the agreements of both the Board of Management and the General Assembly.
h) Carry out any other inherent duties which may arise in the role of President of the Board of Management and of the Association as a whole.
Art 22 - ABOUT THE VICE-PRESIDENT
It will be the responsibility of the vice-president to carry out the role of the President should the latter be unable to carry out their role due to absence or illness. The vice-president may also act as the main representative of the Association in the aforementioned cases, should this be decided by the Board of Management or General Assembly.
Art - 23 ABOUT THE SECRETARY
It is the job of the Secretary of the Board of Management to carry out the following roles:
a) Attend the sessions of both the Board of Management and the Assembly
and to draw up and authorize the minutes of both.
b) To arrange meetings of both the Board of Management and the Assembly and, by order of the President, to give the required notice to the members of the Board and the Assembly.
c) Inform the President immediately of any request to call a meeting on the part of the members in accordance with the procedures laid out in these statutes.
d) Take in any correspondence or messages for the members of the Board of Management that relate to the Board and to the members and to also receive notifications, petitions or requests for information, rectifications, certifications or any other type of written documents of which the Board needs to be made aware.
e) Prepare the swift dispatch of any paperwork and ensure any related documentation that is needed to do so is duly organised and taken into account.
f) Organise certification of approved agreements and any other certifications, with the prior authorisation of the President. As well as any other reports or documentation which may be necessary.
g) Be responsible for - and keep in safe custody - the archives, documents and books of the association, with the exception of the Accounts.
h) Any other roles inherent to the post of Secretary. In cases of absence or illness and in general, when a justifiable case can be shown, the Secretary will be substituted by another Board member appointed by a majority of the Board, or in emergency, by the President.
Art 24 - ABOUT THE TREASURER
The role of the Treasurer is to:
a) Collect in all funds pertaining to the association, look after these funds and invest them in a manner determined by the Board of Management.
b) Carry out any payments - with the authorisation of the Board or the President.
c) Sign all documents relating to incoming and outgoing funds with the consent of the President - save for cheques drawn on The Association’s bank account which shall be signed by those signatories appointed by the Board.
d) Handle all book-keeping and accounts and ensure that all fiscal duties are fully complied with in an appropriate manner and within the necessary timeframe agreed by the association.
e) Draw up a Budget forecast to be approved by the Board of Management as a whole and to later be submitted to the General Assembly. The same procedure must be followed with regard to the Accounts report and this document must also be submitted to the General Assembly for approval.
f) Any other roles inherent to the post of Treasurer as the one who is responsible for the financial and economic running of the association.
Art 25 - ABOUT THE BOARD MEMBERS
The Board members will be assigned specific roles entrusted to them by the General Assembly and by the Board of Management itself. The number of Board members will be determined each year by the General Assembly.
Art 26 - MEETINGS AND SESSIONS
1 - In order for a valid Board of Management to be formed, so that sessions, deliberations and the consequent adoption of agreements are valid and lawful, at least half of its total members must be present. The President and the Secretary - or those formally designated to act as their substitutes - must be present.
2 - The Board of Management will meet at least once every three months and however many times thereafter deemed appropriate to ensure the smooth running of the Association. These meetings will be arranged by the President either on his own initiative or at the request of any two or more Board members.
3 - The meeting and all its formal elements (agenda, place and date) will be made known to all a minimum of 48 hours in advance of the time the meeting is scheduled to take place.
4 - The deliberations will be made in the same way as that which is indicated in article 16 for the General Assembly. The agreements will be adopted by a simple majority of the overall votes cast. The President's vote may be used to resolve any case of a tied vote.
5 - Any agreement which does not figure in the agenda cannot be adopted, except where at least 75% of the members of the Board of Management are present and they unanimously agree on an issue.
6. - A meeting of the Board of Management may also be considered valid without the need for the prior notice being given providing that each and every one of the members are present and that the dispensing of notice is unanimously agreed upon. The same stipulations apply as those that were previously mentioned with regard to the adoption of agreements.
7 - Anyone within an advisory capacity or anyone previously invited to do so by the President may attend the meeting of the Board of Management. Such persons will have the right to address the meeting to assist with deliberations but not to vote.
8 - The agreements reached by the Board of Management will be carried out in the same way as that which is established in article 16 for the General Assembly.
Art 27 - RESPONSIBILITIES
The Board of Management will be responsible for the following:
a) Drawing up a Plan of Activities.
b) Granting general or special powers.
c) Organising and carrying out the activities approved by the General Assembly.
d) Approving the Budget Forecast so that it may be definitively approved by the General Assembly.
e) Approving the Accounts report compiled by the Treasurer, so it may be definitively approved - if necessary - by the General Assembly.
f) Compiling an Annual Activities Report to be considered by the General Assembly.
g) Creating suitable sub-committees in order to carry out the roles entrusted to the Board and the approved activities, as well as any other issues with may arise in the course of the completion of the aims of the Association. The aforementioned sub-committees will regulate their functions within the Association in a way agreed upon at its first meeting.
h) Resolving any issues relating to the admission of members.
Art 28 - ROLES WITHOUT REMUNERATION
The members of the Board of Management will undertake their respective roles without remuneration and will not receive money for doing so in any circumstances. They can however be reimbursed for any expenses occasioned in the course of carrying out said roles provided that these claims are properly and formally justified. Should any Board of Management members receive any such payment for carrying out their role, then all such payments must be made in all financial reports submitted to the Assembly.
DISPOSITIONS COMMON TO THE BOARD AND THE ASSEMBLY
Art 29 - ABOUT THE MINUTES
1- At every session of both the General Assembly and the Board of Management the minutes will be taken by the Secretary or his/her properly appointed representative. The minutes will specify the quorum necessary for the valid formation of each (in the case of the Board of Management the attendance figures will be specified), as will the agenda of the meeting, its place and time, the salient points of the deliberations and the contents of the adopted agreements.
2 - In the minutes will figure, at the request of the respective Board and/or Association members, the votes cast against any adopted resolution, any abstentions and their reasons or the clarification of any resolution passed.
3 - The minutes will be approved in either the same session or the session that follows it, but the Secretary is permitted to hand out certification on specific agreements that have been adopted without the need for the prior approval of the minutes. If certifications regarding agreements adopted are handed out prior to the approval of the minutes then such circumstance should be made clear to all concerned.
4 - The minutes will be signed by the Secretary and then endorsed by the President.
Art 30 - OPPOSITION TO RESOLUTIONS AGREEMENTS AND ACTIONS
Members may by means of a General Assembly challenge any resolution agreements or actions of the Association or the Board which they deem to be contrary to the statutes within a timeframe of 40 days from the date on which the resolution agreement or action was adopted and may demand that the said resolution agreement or action be rectified or annulled and, where appropriate, suspended. Reference may also be made to the procedures laid out in the law regulating civil cases.
REGIME OF DOCUMENTATION AND ACCOUNTS, INITIAL CAPITAL AND ECONOMIC RESOURCES.
Art 31 - BOOKS OF THE ASSOCIATION
The Association should have the following documents at its disposal:
a) An up-to-date record of each of its members.
b) Accounts records which provide a true picture of the resources, means and financial situation of the Association, as well as the activities which have been carried out. The Accounts will be kept in a way which conforms to with statutory regulations.
c) An Inventory of the Association's assets.
d) A record of all the minutes from meetings of both the Association's governmental and representational bodies.
Art 32 - INITIAL CAPITAL
The Initial Capital of the association is euros.
Art 33 - FINANCE
The Association, in order to carry out its activities, will finance itself by means of:
a) Funds which may arise from any return on capital, where appropriate.
b) Members' fees - be they ordinary or extraordinary.
c) Contributions or subsidies which may be made by individuals or legal bodies, either public or private.
d) Donations, inheritances or legacies accepted by the Board of Management.
e) Any revenue resulting from activities carried out by the Association.
Art 34 - FISCAL YEAR AND BUDGET
1 - The Fiscal Year will coincide with the beginning of the Calendar Year, and will therefore start on 1st January and end on 31st December of every year.
2 - On an annual basis the Board of Management will draw up a Budget which will be approved in the General Assembly.
3 - The Association's accounts will be approved annually by the General Assembly.
DISSOLUTION AND APPLICATION OF CAPITAL
Art 35 - CAUSES OF DISSOLUTION
The association may dissolve in the following cases:
a) By an agreement adopted with a 2/3 majority in an Extraordinary General Assembly.
b) For any of the reasons stated in article 39 of the Civil Code.
c) If ordered to do so by a judicial ruling.
Art 36 - USE OF CAPITAL
The dissolution of the Association will bring about the start of the liquidation period, until the end of which the Association will retain its rights as a legal entity. The Capital remaining after all the necessary procedures - laid out in the Law of Associations - have been complied with, will be given to non profit-making entities which pursue similar aims to those which were previously those of the Association.