Statutes
La Asociación de Gata Residencial
Chapter 2 The Membership pp3-4
Chapter 3 The Administration of the Association pp5-6
Chapter 4 The Representative Body pp7-9
Chapter 5 Financial Provisions p10
Chapter 6 Dissolution of the Association p11
Article 1 – Name and formation in law
An association of indefinite duration is hereby formed under the name of La Asociación de Gata Residencial (“the Association”), pursuant to the provisions of Law 1/2002 of 22nd March, on the Right of Association, and in accordance with Art. 22 of the Constitution, and shall be a non-profit organisation.
Article 2 – Legal status
The Association has its own legal status and has full capacity to administer and to dispose of its assets and to comply with its stated aims.
Article 3 – Registered Office and Scope of Activity
The Association’s official address is:
Carrer dels Tarongers, 74
03740 Gata de Gorgos
ALICANTE
The Association shall carry out its activities in the territorial area of Gata de Gorgos, Alicante.
Article 4 – Objects
The objects for which the Association are formed are as follows:
i) To promote and represent the interests of Gata Residencial and its owners to outside organisations, including the ayuntamiento.
ii) To promote and enhance the social community of Gata Residencial.
iii) To enhance the environment of Gata Residencial.
Article 5 – Activities
To achieve these aims the following activities will be carried out:
i) Developing and maintaining a programme of social activities.
ii) Holding meetings
a. Annual General Meeting (General Assembly) - Held annually for all members.
b. Committee meetings – Held bi-monthly.
c. Ad Hoc subcommittees – May be called as and when required.
d. Extraordinary meetings – May be called as and when required.
e. Meetings between the Ayuntamiento and the Association Committee.
iii) Providing a range of media to promote good communications using:
e.g.
a. Electronic methods, wherever possible
b. Written methods but where posting is involved, this will be provided at an annual cost to be agreed at the AGM.
Article 6 – Eligibility for Membership
To be eligible for membership of the Association all persons legally and freely entitled must have an interest in the achievement of the aims and objects of the Association, in accordance with the following principles:
i) There must be no legal restriction on the person’s legal condition for exercising their rights.
ii) Unemancipated minors over the age of fourteen must have the written consent of the person authorized to act for them.
iii) Legal entities subject to a prior express resolution of the governing body.
iv) All members must be plot owners on Gata Residencial. Financial institutions and business organisations are specifically excluded from membership. However, this exemption does not apply to individual properties held in trust.
v) Each household will be entitled to 1 vote. All other members of that household shall enjoy the same benefits as the nominated household but may not vote in general meetings.
Applications must be submitted in writing to the representative body of the Association, which shall decide thereon at the next meeting held; if the applicant satisfies the conditions required in the Statutes, the representative body may not refuse his or her admission.
Membership is non-transferable.
Article 7 – Rights of Members
The rights of members are:
i) To participate in the activities of the Association and its governing and representative bodies, exercise the right to vote and attend General Meetings in accordance with the Statutes. In order to be a member of the representative body it shall be a necessary requisite to be of full legal age, in full possession of one’s civil rights and not to be subject to any of the disqualifying circumstances established in the applicable laws.
ii) To nominate a “proxy vote”. This is to enable an absent “voting” member to have his or her wishes transmitted to a nominated person. However, such a vote must have written authorisation.
iii) To be informed as to the composition of the governing and representative bodies of the Association, its accounting situation and the progress of its activities. Members may have access to all the information through the representative bodies.
iv) To be heard prior to the adoption of any disciplinary measures against them and to be informed of the facts that they have given rise to such measures. The reasons underlying any decision to impose a penalty must be specified.
v) To challenge any resolutions adopted by the bodies of the Association which they consider contrary to the Law or Statues.
Article 8 – Members’ Duties
i) To share the aims of the association as stated in the statutes and to collaborate in the fulfilment of those aims.
ii) To pay all agreed fees that relate to membership.
iii) To comply with all the other obligations established in the Statutes.
iv) To abide by and comply with the agreements reached at meetings of the Association and rules that the Committee establishes to reach those agreements.
Article 9 – Cessation of Membership
i) Voluntary resignation should be communicated in writing, to the Committee. The resigning member is entitled to the return of any initial equity or financial contributions, excluding shares that belong to the association provided that this does not prejudice a third party.
ii) Membership fees are due immediately after they have been set at the Annual General Meeting and are due to be paid within two months. If, however, they remain unpaid by the following AGM then membership will have ceased.
iii) Any member wishing to rejoin subsequently must pay a joining fee.
Article 10 – Rules for Expulsion of Members
Expulsion from the Association of members will take place when a member is found to have contravened the rules as laid down in these Articles or any additional regulations as agreed by the association. Such acts will include:
i) When the member deliberately impedes in the way of the achieving of the aims of the Association.
ii) When the member intentionally jeopardizes the work of the Committee.
iii) Behaviour which is deemed to be against the interests of the association or Gata Residencial.
In every case, in order to expel the member, it will be necessary to conduct a disciplinary hearing and will take the following procedure:
i) An extraordinary meeting of the committee will be called for the specific purpose of conducting the enquiry.
ii) The member will be given two weeks notice, in writing, that the hearing is to take place.
iii) The member will be given the opportunity to appear before the committee or to submit a written statement.
iv) The member can only be expelled on a 2/3rd majority of the committee.
v) There shall be no right of appeal.
vi) Membership fees will not be refunded.
CHAPTER 3 ADMINISTRATION OF THE ASSOCIATION
Article 11 – The General Assembly
The General Assembly is the supreme governing body of the Association which works on democratic principles and adopts decisions by majority vote. Its members have irrevocable and absolute rights of equality.
All members are subject to the motions passed at the AGM, including absentees, dissidents and abstainers.
Article 12 – Convening Meetings
The General Assembly in ordinary sessions will be held at least once a year, in February.
Extraordinary meetings of the Association will be held, whenever necessary, at the request of 10% of the Association membership.
Article 13 – Notice and conduct of General Meetings
Notice of all ordinary and extraordinary meetings will be given in writing to members at least 15 days prior to the meeting. The notice will distributed using the agreed method of communication. The notice will state: the date, time, venue and agenda.
The agenda will include items submitted by members provided they are notified to the secretary of the Association at least 10 days prior to the meeting.
All meetings will be chaired by the President of the Association and the Secretary or in the absence of both, then the Vice- president and Treasurer will chair the meeting.
The Secretary will write the Minutes of the meeting, summarizing the deliberations, noting decisions taken and the number of votes. At the start of each meeting the Minutes of the previous meeting will be read out for approval or otherwise.
Article 14 – Competence and Validity of Resolutions
The meeting will be considered to be valid constitutionally if at the first time called a minimum of one-third of the members are present or represented; at the second time of calling, half an hour later, any number can constitute a quorum.
Each member (household) will have one vote at all General Meetings.
The powers of THE ANNUAL GENERAL MEETING are:
i) To approve, if thought fit, the actions of the Committee.
ii) To examine, approve or reject the annual accounts, as well as the Annual Report.
iii) To establish guidelines for the achievement of the Association’s aims and objectives.
iv) To ensure the Association is run democratically.
v) To establish annual membership fees for the ensuing year.
vi) To elect members of the Committee.
vii) To expel members, at the Committee’s request.
viii) To organise and participate in federations.
ix) To request a declaration of public utility.
x) To dissolve the Association.
xi) To amend the Statutes.
xii) To dispose of or transfer assets.
xiii) To ratify the payment of additional fees by members to cover agreed extraordinary expenditure.
Motions can be carried by a simple majority of members present or represented (proxy votes). However, any agreement relevant to the modification of the Statutes, dissolution of the association, and disposal of assets or extraordinary payments will require a “qualified majority” i.e. over 60% of the votes, providing that the meeting has been called specifically for that purpose.
CHAPTER 4 THE REPRESENTATIVE BODY
Article 15 - Committee Members
The Association shall be governed, administered and represented by the representative body, known as “The Committee” which shall consist of:
i) President
ii) Vice President
iii) Secretary
iv) Treasurer
v) Membership Secretary
vi) Additional representatives, as necessary
Each manzana shall have 1 vote irrespective of the number of committee members from that manzana.
At the end of January each year and before the AGM, each manzana should identify its representative. In the event that there are two or more candidates, an election must take place before the committee meeting prior to the AGM. Only members of their own manzana can vote. In the committee meeting prior to the AGM, the committee will elect President, Vice president, Treasurer, Secretary and Membership Secretary. These will be announced at the AGM in order to be ratified by the membership.
Nominations will be open, i.e. any member may is eligible provided that they satisfy the necessary requirements:
i) To be of full age.
ii) To be able to enjoy the full use of civil rights.
iii) Not to be subject to any of the grounds of disqualification established in the applicable laws.
The positions of Chairman, Secretary and Treasurer will be held by three different people.
No remuneration will be paid to any member of the Association unless he or she is providing some personal skill, service or professionalism, for the benefit of the association, and is acting outside his or her accepted normal duties as an association or committee member. This decision rests with the Committee.
Article 16 – Tenure of office on the Committee
The members of the committee will be appointed for a period of 12 months and they may be re-elected indefinitely.
Offices may be vacated before the expiration of the statutory term due to:
i) Voluntary resignation in writing, giving reasons,
ii) Illness which incapacitates the carrying out of duties,
iii) Leaving the Association,
iv) Penalties imposed for the non-compliance with his / her post.
Any vacancies occurring on the representative body shall be filled at the next General Meeting held. Nevertheless, the representative body may appoint a member of the Association to fill a vacancy provisionally until the next meeting.
Article 17 – Committee Powers
The Committee has the following powers:
i) To represent the Association to the full extent permitted by law and to carry out decisions taken by the General Assembly, in accordance with the rules, instructions and general guidelines that the General Assembly establishes.
ii) To adopt the necessary resolutions in order to appear before any public bodies for the exercise of all manner of legal actions and for the filing of relevant appeals.
iii) To agree new members and resolve any issues arising from their admission.
iv) To propose membership fees at the AGM.
v) To convene General Assemblies and to ensure that all the resolutions there agreed are carried out, especially relating to modification of the Statutes, in which case any modification must be notified to the Registro de Asociaciones within a month of the AGM which has taken this decision.
vi) To present the balance sheet, and accounts of the period to the AGM for approval by the Association membership and to establish budgets for the coming year.
vii) To maintain a clear and efficient accounting system.
viii) To maintain an inventory of the assets of the Association.
ix) To prepare an annual report of activities for approval by the General Assembly.
x) To resolve provisionally any case not covered by the Statutes and to give full account of this to the next AGM.
xi) To deal with all other matters, not specified in these statutes, at the General Assembly.
xii) To establish sub-committees, which will report back to the main Committee.
Article 18 – Committee Meetings
The Committee will meet every two months, meetings to be called by The President or His / her substitute. An extraordinary meeting may be held at the request of one-third of the Committee.
A Committee meeting is valid if it has been previously called and a quorum of half the members is present. Committee members must attend all meetings unless excused for justifiable reasons. The President and Secretary, or their stand-ins, must be present at all meetings.
All motions will be decided by a simple majority of those Committee members present. In the case of a tie, the President / Chair will have the casting vote.
The Secretary of the Association will record discussions, decisions, the text of any agreements that have been adopted and all other information in the minute book. The Secretary will ensure that the numerical result of any voting is recorded. At the start of each Committee, the Minutes of the previous meeting should be read, rectified if necessary, and approved.
Article 19– The President and Vice President
The President of the Association will chair all meetings. In the absence of the President, the Vice President or Treasurer will substitute.
The President’s duties are as follows:
i) To be the legal representative of the Association, as delegated by the General Assembly and the Committee.
ii) To chair and direct meetings of the Members’ meetings and Committee meetings.
iii) To sign notices calling all meetings.
iv) To countersign all documents and certificates from the Secretary.
v) Any further responsibilities delegated to him / her by the AGM or the Committee.
If the President is ill, the Vice-president or the oldest representative at the meeting will take his place.
Article 20 – The Treasurer
The treasurer shall be responsible for:
i) The safekeeping and control of the resources of the Association.
ii) The preparation of the budget, the balance sheet and the statement of accounts for submitting to the Committee, as provided in Article 17 hereof.
iii) Maintaining a petty cash float.
iv) Signing receipts including subscriptions and other treasury documents.
v) Paying invoices countersigned by the President, or in his absence, the vice president.
The Secretary must record in the minutes those payments authorised by the Committee. The disposal of funds shall be determined in Article 25.
Article 21 – The Secretary and Membership Secretary
The Secretary shall be responsible for:
i) The documentation of the Association.
ii) Drawing up and signing the minutes of meetings of the governing and representative bodies.
iii) Drawing up and signing the certificates which he/she is required to issue.
The Membership Secretary shall be responsible for:
i) The processing of memberships.
ii) Maintaining the Register of Members.
iii) Providing membership information as may be required by the Committee.
CHAPTER 5 FINANCIAL PROVISIONS
Article 22 – Initial Capital and Financial Resources
The initial assets of this Association are valued at 0.00 euros.
The annual budget will be agreed by the General assembly at the AGM.
The funds of the Association will be made up of:
(a) Membership fees as levied by the AGM
(b) Official or private grants
(c) Donations or legacies
(d) Income from assets
(e) Any other income.
Article 23 – Profits
All profits derived from any economic activities, including the provision of services, are to be used exclusively for the Association’s own ends and in no case are to be distributed to members, members’ relatives or partners or other legal entities.
Article 24 – Membership fees
All members must maintain the Association financially, either by fees or other payments as established by the General Assembly or the Committee. The AGM has powers to establish joining fees, monthly fees and extraordinary fees.
The financial year will end on December 31st.
Article 25 – Disposal of funds
The President, Vice President, Treasurer and Secretary have the power to operate all bank accounts. There must always be two signatures on all documents disposing of funds, one of which must be either the President or the Treasurer.
CHAPTER VI DISSOLUTION OF THE ASSOCIATION
Article 26 – Reasons for Winding up the Association
The Association may be dissolved:
i) If at least 50% of the membership present at a Meeting, expressly called for this purpose, vote in favour.
ii) For any reason laid out in Article 39 of the Codigo Civil.
iii) By order of the court.
Article 27 – Liquidation
The dissolution of the Association opens the period of liquidation, until the end of which the Association will retain its legal status.
At the moment of dissolution, the members of the Committee become liquidators, unless the AGM appoints others or the judge decided otherwise.
The liquidator’s duties are:
i) To look after the Association’s capital assets.
ii) To conclude any pending business or carry out any task necessary for the liquidation.
iii) To collect any outstanding credit payments due to the Association.
iv) To liquidate the capital and pay off any creditors.
v) To apply for cancellation of the entry of the Association in the corresponding Register.
In the event of the Association being bankrupt, the Committee, or the liquidators should put into action immediately the appropriate court procedure.
If there are any surplus funds after the liquidation, these must be paid out to HELPOFDENIA nominated non-profit making body.
The members are not personally responsible for the debts of the Association.
Any members of the Association or the Committee are answerable to the Association and any third party if any acts of fraud or negligence have caused any debts or damages.
Article 28 – Settlement of Conflicts
In accordance with the provisions of Article 40 The Laws of Association 1/2002 of 22nd March on the Right of Association, any litigious questions arising in connection with the private legal affairs of associations and their internal functioning shall be subject to the jurisdiction of the Civil Law Courts.
The decisions and actions of associations may be challenged by any member or person evidencing a legitimate interest therein. Members may challenge any decision and actions of associations which they believe to be contrary to the Statutes within a term of 40 days from the date of adoption thereof, requesting their rectification or annulment and, where appropriate, their provisional suspension, or joining both actions through the proceedings established in the Code of Civil Procedure.
The above notwithstanding, conflicts may also be settled by out-of-court arbitration, through a procedure conducted in accordance with the provisions of Arbitration Law 36/1988 of 5th December, subject in any event to the essential principles of due hearing, debate and equality of parties.
ADDITIONAL PROVISION
As subsidiary provisions to these Statutes and to the resolutions validly adopted by the governing and representative bodies, in all matters not contemplated herein The Laws of Association 1/2002, of 22nd March, on the Rights of Association, and regulations supplementary thereto, shall apply.
Gata de Gorgos
26th February 2009