STATUTES

      CHAPTER 1. NAME, REGISTERED OFFICE, SCOPE, OBJECTS AND ACTIVITIES             

Article 1. NAME

An  ASSOCIATION of indefinite duration is hereby formed under the name of

JAVEA COMPUTER CLUB

pursuant to the provisions of Organic Law 1/2002, of  22 March, on the Right of Association, and in accordance with Art. 22 of the Constitution, and shall be

 a non-profit organization.

Article 2.Legal Personality

The Association shall have its own legal personality and full capacity of action for the administration and disposal of its assets and the accomplishment of its aims.  

Article 3. Registered Office and Scope of Activity

        The Association shall have its registered office at:

Edificio Arenal, Avda Tamarits, Javea, 03739, Alicante

Postal Address: Apartado de Correos 345,

E-Mail address: admin@javeacomputerclub.org

The Association shall carry on its activities mainly in the territorial area of:

Jâvea/Xabia, Province of Alicante.

Article 4. Objects.

 The objects for which the Association is formed are as follows:

Within a sociable environment, to promote Information Technology skills among its Members; in particular those skills relating to the use of personal computers.

Article 5. Activities.

        For the accomplishment of the objects defined in the preceding Article, the following activities shall be carried out:

Informal meetings, seminars and workshops.

CHAPTER 11  MEMBERS

Article 6. Capacity

        Membership of the Association is open to all individuals and legal entities freely and voluntarily interested in the furtherance of the objects of the Association, in accordance with the following principles:

1. Individuals with full capacity to act who are not subject to any legal condition restricting the exercise of such right.
2. Unemancipated minors over the age of fourteen must have the written consent of the persons authorized to act for them.
3. Legal entities subject to a prior express resolution of their competent body.

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.

Members shall enjoy the following rights:

1. To participate in the activities of the Association and in 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 prerequisite 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.
2. To be informed about the composition of the governing and representative bodies of the Association, it’s accounting situation and the progress of its activities. Members may have access to all the information through the representative bodies.
3. To be heard prior to the adoption of any disciplinary measures against them and to be informed of the facts that have given rise to such measures. The reasons underlying any decision to impose a penalty must be specified.
4. To challenge any resolution adopted by the bodies of the Association which they consider contrary to the Law or to these Statutes.

Article 8. Duties of Members.

Members shall have the following duties:        

1. To share the aims of the Association and to cooperate in the accomplishment thereof.
2. To pay the subscriptions and any extraordinary and other additional contributions due from each member, in accordance with the Statutes.
3. To comply with all the other obligations established in the Statutes.
4. To abide by and comply with the resolutions validly adopted by the governing and representative bodies of the Association.

Article 9. Grounds for loss of Membership.

Membership of the Association may be lost on the following grounds:

1. The Member’s own decision, notified in writing to the representative bodies. He may recover his initial capital payment and other financial contributions made, not including membership subscriptions, provided the reduction in capital is not detrimental to third parties.
2. Failure to pay the subscriptions established, if such failure continues for    FOUR  consecutive MONTHS.

Article 10. System of Penalties.

Members may be subject to the penalty of expulsion from the Association if they commit acts making them unfit to belong to the Association. Such acts shall be deemed to occur:

1. If a Member deliberately prevents or obstructs the accomplishment of the objects of the Association.
2. If a Member willfully obstructs in any way the operation of the governing and representative bodies of the Association.

Nevertheless, in order for the Governing body to resolve upon the expulsion, a disciplinary enquiry must first be held, in which the Member concerned is granted a hearing.

CHAPTER III.  THE GOVERNING BODY

Art. 11º The General Meeting

        The General Meeting is the supreme governing body of the Association, consisting of all the members  in their own right and on terms of absolute equality, which adopts its resolutions in accordance with the principle of the majority vote or internal democracy.  

        All members shall be bound by the decisions of the General Meeting, including absentees and those voting against or abstaining.

Article 12. Holding of General Meeting

An Ordinary General Meeting shall be held at least once a year in FEBRUARY.

An Extraordinary General Meeting shall be held whenever necessary at the request of a number of Members representing at least ten per cent of the total membership.

Art. 13º Notice of Meetings

        The notice of a General Meeting, whether ordinary or extraordinary, shall be given in writing. The announcements of the Meeting shall be displayed in the customary places at least 15 days in advance. Whenever possible all the Members shall be notified individually. The notice shall specify the date, time and the place of the meeting, as well as the agenda.

        The proceedings at the General Meetings shall be conducted by the President and the Secretary.

The Secretary shall draw up the Minutes of each meeting, which shall include an extract of the proceedings, the text of the resolutions adopted and the numerical result of the voting. At the beginning of each General Meeting, the Minutes of the previous meeting shall be read out for approval or otherwise.

Art. 14º Competences and Validity of Agreements

        The Meeting shall be validly assembled, on first call, if at least one third of the Members are personally present or represented by proxy; and on second call, regardless of the number of members present or represented, it shall be held half an hour after the first call and in the same place.

        At the General Meeting each Member of the Association shall have one vote.

The General Assembly shall be competent to:

1. Approve, if thought fit, the Management of the Association by the representative body.         
2. Examine and approve or reject the annual budgets of income and expenditure, as well as the Annual Report.
3. Establish the general action guidelines permitting the Association to accomplish its objectives.
4. Take all appropriate steps to ensure the democratic functioning of the Association.
5. Determine the ordinary or extraordinary subscriptions.
6. Elect and remove the members of the representative body.
7. Expel members, upon the proposal of the representative body.
8. Organize and participate in federations.
9. Request a declaration of publc utility.
10. Dissolve the Association.
11. Amend the statutes.
12. Sell and dispose of Assets.
13. Decide as to the remuneration of the members of the representative body, which must be included in the annual accounts approved by the General Meeting.

Resolutions shall be adopted by a simple majority of the members personally present or represented by proxy, if the votes in favour exceed the votes against. Nevertheless, resolutions relating to the dissolution of the Association, the amendment of the Statutes, the disposal or sale of assets and the remuneration of the members of the representative body shall require a special majority of the members personally present or represented by proxy, which shall be achieved if the votes in favour exceed one half, provided always that the Meeting in question has been convened specifically for that purpose.

CHAPTER IV. THE REPRESENTATIVE BODY

Art. 15º Composition of the Representative Body

        The Association shall be governed, administered and represented by the representative body, known as the COMMITTEE which shall consist of the President, Vice President, Secretary, Treasurer and Committee Members.

        The members of the representative body shall be elected at the General Meeting in a secret ballot in which all members may participate. Candidatures shall be open, that is to say, any member may be a candidate, if satisfying the necessary requirements, namely, to be of full age, enjoy the full use of one’s civil rights and not to be subject to any of the grounds of disqualification established in the applicable laws. The offices of President, Vice President (if any), Secretary, Treasurer and ordinary members shall be filled by the candidates who have obtained the highest number of votes and in that order.

The remunerated offices of the representative body are:   NONE

Art. 16º Tenure of Office on the Representative Body

        The members of the representative body shall hold office for a term of 2 years, and may be re-elected indefinitely.

        Offices may be vacated before the expiration of the statutory term due to:

1. Voluntary resignation tendered in a letter stating the reasons thereof.
2. Illness entailing inability to discharge the office.
3. Loss of Membership of the Association.
4. The imposition of a penalty for a fault committed in the discharge of the office.

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 General Meeting.

Art. 17º Powers of the Representative body.

The representative body shall have the following powers:

1. To hold and exercise the representation of the Association and conduct its management and administration to the fullest extent recognized by law, and to carry out the decisions adopted by the General Meeting, in accordance with the rules, instructions and guidelines laid down by the  General Meeting.
2. To adopt the necessary resolutions in order to appear before Public bodies for the exercise of all manner of legal actions and for the filing of the relevant appeals.
3. To decide as to the admission of new members and to keep an updated list of all members.
4. To propose to the General Meeting the amount of the subscriptions payable by the members of the Association.
5. To convene General Meetings and ensure the implementation of the resolutions adopted thereby. In particular, with respect to resolutions relating to the amendment of the Statutes, the Register of Associations shall be informed of the contents of the amendment within one month from the date of the General Meeting convened for that purpose.                                
6. To submit for the approval of the General Meeting the balance sheet and statements of accounts for each agreed financial year, and to prepare the budgets for the following year.
7. To keep the accounts in accordance with applicable accounting standards in order to give a true picture of the net worth, results and financial situation of the Association.
8. To draw up an inventory of the assets of the association.
9. To prepare and submit for the approval of the General Meeting an annual report on the activities of the Association.
10. To decide provisionally on any situation not contemplated in these Statutes and to inform the next General Meeting thereof.
11. Any other powers not specifically vested in the General Meeting under these Statutes.

Art. 18º Meetings of the Representative Body

        The Representative Body, having been previously convened by the President or by the person deputising therfor, shall hold an Ordinary Meeting as often as its Members  may decide but at least once every two months. An Extraordinary Meeting shall be held whenever so requested  by ONE THIRD of its Members.

        The Members of the Representative Body shall be validly assembled subject to prior notice and with a quorum of one half plus one of its members.

        The members of the Representative Body are required to attend all the meetings  convened, but may excuse their non-attendance for justifiable reasons. Nevertheless, the President's attendance and that of the Secretary, or the persons deputizing therfor, will be compulsory.

        The resolutions of the Representative Body shall be adopted by simple majority of the votes of those attending. In the event of a tie, the President shall have  a casting vote.

             The resolutions of the Representative Body will be recorded in the minutes book. At the beginning of each meeting, the minutes of the previous meeting will be read for approval or rectification.

Article 19. 

The President of the Association shall also be the President of the Representative Body.

The President shall have the following responsibilities.

1. The management and legal representation of the Association by delegation of the General Meeting and the representative body.
2. Chairing and directing the proceedings of the governing and representative bodies.
3. Signing the notices of meetings of the General meeting and of the representative body.
4. Endorsing the minutes and certificates prepared by the Secretary of the Association.
5. All other powers inherent in the office and any powers delegated thereto by the General Meeting or the representative body.

The President shall be replaced, in the event of absence or illness, by the Vice President or the eldest member of the representative body.

Article 20.  The Treasurer shall be responsible for the safekeeping and control of the resources of the Association, as well as the preparation of the budget, the balance sheet and the statement of accounts for submittal to the representative body, as provided in Art. 17 hereof. He shall sign the receipts, subscriptions and other treasury documents. He shall pay the invoices approved by the representative body, which shall be previously countersigned by the President. The disposal of funds shall be determined in Art. 25.

Article 21. The Secretary shall be in charge of the documentation of the Association, shall draw up and sign the minutes of the meetings of the governing and representative bodies, draw up and sign the certificates which he is required to issue, and keep up to date the list of members.

CHAPTER V.  Financial Provisions

Article 22.   Initial Capital and Financial Resources.

The initial capital of the Association amounts to 600 Euros.

The annual budget shall be approved each year by the Annual General Meeting.

The financial resources of the Association shall be funded by:

1. The Members’ subscriptions fixed by the General Meeting.
2. Official or private subsidies.
3. Gifts, inheritances and/or legacies.
4. The income generated by the capital itself, or any other income that may be received.                

 Article 23. Profit on Activities.

               Any profit obtained on the conduct of economic activities, including the provision of services, shall be applied exclusively to furthering the aims of the Association, and may under no circumstances be distributed among the members or among their spouses or persons living with them in an equivalent relationship of affection, or among their relations, nor may any such profit be assigned free of charge to individuals or legal entities engaging in profit making activities.                    

Article 24. Subscriptions

All members of the Association shall be required to contribute to its financial support by the payment of subscriptions or additional contributions, in such proportion as shall be determined by the General Meeting upon the proposal of the representative body.

The General Meeting may establish entrance fees, regular monthly subscriptions and extraordinary contributions.

The financial year shall end on DECEMBER 31st               

Article 25. Disposal of Funds.

The signatures of the President, Vice-President, Treasurer and Secretary shall be recorded on the current or savings accounts opened at credit institutions.

For the withdrawal of funds two signatures shall suffice, one of which must necessarily be that of the Treasurer or that of the President.

CHAPTER VI. DISSOLUTION OF THE ASSOCIATION.

Article 26.  Causes of Dissolution.

The Association may be dissolved:

1. If so resolved by the General Meeting, expressly convened for the purpose and with the vote in favour of more than one-half of the members personally present or represented by proxy.
2. For the reasons specified in Art. 39 of the CIVIL CODE.
3. By a final judicial decision.

Article 27.  Liquidation and Application of Surplus.

The dissolution of the Association marks the commencement of the liquidation period, until the end of which the Association shall retain its legal personality.

The members of the representative body at the time of the dissolution shall automatically become the liquidators, unless the General Meeting or, as the case may be, a Court of Law decides otherwise.

It shall be the responsibility of the liquidators:

1. To ensure the protection of the capital of the Association.
2. To conclude any outstanding transactions and carry out such new ones as may be necessary for the liquidation.
3. To collect the credits of the Association.
4. To liquidate the assets and pay off the creditors.
5. To apply any surplus assets of the Association to the purposes contemplated in the Statutes.
6. To request the cancellation of the entries on the Register.

In the event of insolvency of the Association, the representative body or, as the case may be, the liquidators shall immediately apply to the competent court for the commencement of voluntary arrangement proceedings.

If any cash surplus remains, it shall be applied to purposes consistent with the non-profit making nature of the Association, and specifically for.......... ...............THE RED CROSS.

The members are not personally liable for the debts of the Association.

The members or officers of the governing and representative bodies, and all other persons acting for and on behalf of the Association, shall be liable to the Association, to the members and to third parties for any debts incurred as a result of malicious, culpable or negligent actions.

CHAPTER VII. SETTLEMENT OF CONFLICTS.

Article 28. Settlement of Conflicts

In accordance with the provisions of Art. 40 of Organic Law 1/2002, of 22 March, on the Rights 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 decisions and actions of associations which they believe to be contrary to the Statutes within a term of forty 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 5 December, subject in any event to the essential principles of due hearing, debate and equality of the 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 Organic Law 1/2002, 22 March, on the Right of Association, and regulations supplementary thereto, shall apply.

..............., the.............of.........,..........