CHAPTER I
DENOMINATION, PURPOSES, DOMICILE AND SCOPE
Article 1º.- Denomination
With the name ‘FEADULTA’ Association, a non-profit entity is constituted for an indefinite period, under the protection of article 22 of the Spanish Constitution, which will be governed by the Organic Law 1/2002, of March 22nd regulating the right of association and concordant norms and those that are applicable to it at any time by the current Statutes.
Article 2º.- Purposes
The association has the following purposes: a) to serve as a base and support for the website www.feadulta.com, contributing to its maintenance, development, and expansion, both economically and in the field of ideas and technical realization; and b) to organize, promote, and coordinate various community and celebratory activities in line with the thinking of the aforementioned website.
Article 3º.- Activities
To fulfill these purposes, the following activities will be carried out: all those considered necessary for the maintenance and constant updating of the portal www.feadulta.com, including the hiring of technicians and the purchase of software; to provide for the economic sustenance of the website in all its needs; writing and production of own content and reproduction of various external materials; also the occasional organization of conferences, Eucharists, meetings, gatherings, exercises, excursions, and similar activities.
Article 4º.- Domicile and Scope
The association establishes its social domicile at C/ Altea, 4, Las Rozas de Madrid (Madrid) Spain, but the territorial scope in which it will mainly carry out its activities extends to the entire territory of the Spanish state.
CHAPTER II
GOVERNANCE BODIES OF THE ASSOCIATION
Article 5º.- Governance and Representation Bodies
The governance and representation bodies of the Association are, respectively, the General Assembly and the Board of Directors.
CHAPTER III
GENERAL ASSEMBLY
Article 6º.- Nature
The General Assembly is the supreme body of the Association and will be composed of all members with the right to vote.
Article 7º.- Meetings
The meetings of the General Assembly will be ordinary and extraordinary. The ordinary meeting will be held once a year in the month of September; extraordinary meetings will be held in the cases provided by law, upon call by the Board of Directors or when requested in writing by a number of members not less than 20 percent.
Article 8º.- Calls
The calls for General Assemblies, both ordinary and extraordinary, will be made in writing, stating the place, day, and time of the meeting as well as the agenda. Between the call and the day scheduled for the celebration of the Assembly in first call, at least five days must elapse, and it may also state the date on which the Assembly will meet in second call, without the period between one and the other being less than two days. For reasons of urgency, the aforementioned periods may be reduced.
Article 9º.-Quorum for Validity of Constitution and Quorum for Adoption of Agreements.
General Assemblies, both ordinary and extraordinary, will be validly constituted in first call when at least one third of the members with the right to vote are present or represented.
Agreements will be taken by simple majority of the votes of the persons present or represented, except in the cases of modification of statutes, dissolution of the association, disposition or alienation of goods or remuneration of the members of the Board of Directors, in which a majority of 2/3 of the votes of the persons present or represented will be necessary, with the quality vote of the President, or of whoever acts in their place, deciding in case of a tie.
Article 10º.- Powers of the Ordinary General Assembly
The powers of the Ordinary General Assembly are:
a) Appointment of the Board of Directors and its positions, administrators and representatives as well as its honorary members.
b) Approve, where appropriate, the management of the Board of Directors.
c) Examine and approve the annual budgets and Accounts.
d) Approve or reject the proposals of the Board of Directors regarding the activities of the association.
e) Set ordinary or extraordinary quotas.
f) Agreement to constitute a Federation of Associations or to join one.
g) Expulsion of members upon proposal by the Board of Directors.
h) Disposition and alienation of assets.
i) Any other matter not within the exclusive competence of the Extraordinary General Assembly.
Article 11º.- Powers of the Extraordinary General Assembly
The Extraordinary General Assembly is responsible for amending the Statutes and dissolving the Association.
CHAPTER IV
BOARD OF DIRECTORS
Article 12º.- Nature and composition
The Board of Directors is the representative body that manages and represents the interests of the Association in accordance with the provisions and directives of the General Assembly. It shall be composed of a President, a Vice President, a Secretary, a Treasurer, and Board Members, designated by the General Assembly from among the members of legal age, in full possession of their civil rights, and not subject to any legally established incompatibility. Their term of office shall be two years. The positions shall be held on a voluntary basis.
The President, Vice President, and Secretary of the Board of Directors shall also be the President, Vice President, and Secretary of the Association and of the General Assembly.
Article 13º.- Procedures for the election and replacement of members.
The election of the members of the Board of Directors by the General Assembly shall be carried out by the presentation of candidacies, which shall be allowed appropriate dissemination, seven days prior to the corresponding meeting.
In the event of absence or illness of any member of the Board of Directors, they may be provisionally replaced by another member of the Board, by prior designation by majority of its members, except in the case of the President, who shall be replaced by the Vice President.
The members of the Board of Directors shall cease:
a) By the expiration of their term of office.
b) By express resignation.
c) By agreement of the General Assembly.
Article 14º.- Meetings and quorum for constitution and decision-making
The Board of Directors shall meet upon call, with at least three days between the call and the meeting, as many times as its President determines and at the request of five of its members. It shall be constituted when half plus one of its members are present, and for its agreements to be valid, they must be adopted by majority vote. In case of a tie, the President’s vote shall be decisive.
Article 15º.- Powers of the Board of Directors
The powers of the Board of Directors are:
a) To direct the social activities and manage the economic and administrative affairs of the Association, agreeing to carry out the appropriate contracts and actions, without prejudice to the provisions of article 10, section h (disposition and alienation of assets).
b) To execute the agreements of the General Assembly.
c) To prepare and submit to the approval of the General Assembly the Annual Budget and the Statement of Accounts.
d) To decide on the admission of new members.
e) To appoint delegates for any specific activity of the Association.
f) Any other power not within the exclusive competence of the General Assembly of Members.
Article 16º.- The President
The President shall have the following powers:
a) To legally represent the Association before all kinds of public or private entities;
b) to call, preside over, and adjourn the sessions held by the General Assembly and the Board of Directors,
c) to direct the deliberations of both;
d) to order payments and authorize with his signature the documents, minutes, and correspondence;
e) to adopt any urgent measure that the good progress of the Association advises or that is necessary or convenient for the development of its activities, without prejudice to subsequently informing the Board of Directors.
Article 17º.- The Vice President
The Vice President shall replace the President in his absence, due to illness or any other reason, and shall have the same powers as him.
Article 18º.- The Secretary
The Secretary shall be in charge of directing the purely administrative tasks of the Association, issuing certifications, maintaining files, and safeguarding the entity’s documentation, sending communications to the Administration when necessary, with the pertinent requirements.
Article 19º.- The Treasurer
The Treasurer shall collect the funds belonging to the association and comply with the payment orders issued by the President.
Article 20º.- The Board Members
The Board Members shall have the obligations inherent to their position as members of the Board of Directors, as well as those arising from the delegations or work committees that the Board itself may entrust to them.
CHAPTER V
THE MEMBERS
Article 21º.- Requirements for Membership
Those persons of legal age and with the capacity to act who have an interest in the development of the Association’s purposes may belong to the Association.
Article 22º.- Types of Members
Within the Association, the following types of members shall exist:
a) Community members, with voice and vote in the General Assembly.
b) Associates, without voting rights, who join the Association to show their support and collaborate with its purposes.
c) Honorary members, those who, due to their prestige or for having contributed significantly to the dignification and development of the Association, earn such distinction. The appointment of honorary members corresponds to the Board of Directors.
Article 23º.- Causes for Termination of Membership
Members shall cease to be members for any of the following reasons:
a) By voluntary resignation, communicated in writing to the Board of Directors.
b) For failure to comply with their economic obligations.
c) For improper conduct, for discrediting the Association with deeds or words that seriously disturb the acts organized by it and the normal coexistence among the members.
In the event of sanctions and expulsion of members, the affected party shall be informed in all cases of the facts that may give rise to such measures, and they shall be heard beforehand, and the decision adopted in this regard must be justified.
Article 24º.- Rights of the Members
Community members shall have the following rights:
a) To take part in all the activities organized by the Association in fulfillment of its purposes.
b) To receive information about the agreements adopted by the Association’s governing bodies.
c) To make suggestions to the members of the Board of Directors in order to better fulfill the purposes of the Association.
d) To participate in the Assemblies with voice and vote.
e) To be electors and eligible for managerial positions.
Associates and honorary members shall have the same rights except the right to vote in the General Assembly and the right to participate in the Association’s Board of Directors.
Article 25º.- Duties of the Members
Community members shall have the following obligations:
a) To comply with these Statutes and the valid agreements of the Assemblies and the Board of Directors.
b) To pay the fees set.
c) To attend the Assemblies and other acts that are organized.
d) To perform, where appropriate, the obligations inherent to the position they hold.
e) To contribute with their behavior to the good name and prestige of the Association.
CHAPTER VI
REGIME OF FINANCING, ACCOUNTING AND DOCUMENTATION
Article 26º.- Documentation and Accounting Obligations
The Association shall have an updated list of all its members.
Likewise, it shall keep accounts where the true image of the assets, results, financial situation of the entity and the activities carried out shall be reflected.
It shall also have an updated inventory of its goods.
In a Book of Minutes, the minutes corresponding to the meetings held by its governing and representative bodies shall be recorded.
Article 27º.-Economic Resources
The economic resources foreseen for the development of the purposes and activities of the Association shall be the following:
a) Entry, periodic or extraordinary fees.
b) Donations, grants, legacies, or inheritances that it may legally receive from members or third parties.
c) Any other lawful resource.
Article 28th. Initial Assets and Fiscal Year-End
The Association has no founding assets.
The fiscal year-end of the Association will coincide with the last day of the calendar year.
CHAPTER VII
DISSOLUTION
Article 29th. Dissolution Agreement
The Association will dissolve:
a) By the will of the members expressed through a resolution of the General Assembly.
b) Due to the impossibility of fulfilling the purposes set forth in the bylaws as determined by a resolution of the General Assembly.
c) By court order.
The dissolution agreement will be adopted by the General Assembly, convened for this purpose, by a majority of 2/3 of the members.
Article 30th. Liquidation Committee
In the event of dissolution, a liquidation committee will be appointed, which, once the debts have been settled, and if there is a liquid surplus, will allocate it to charitable purposes.
The liquidators will have the functions established in sections 3 and 4 of article 18 of the Organic Law 1/2002 of March 22nd.
ADDITIONAL PROVISION
In all matters not provided for in the following bylaws, the current Law of Associations 1/2002 of March 22nd and complementary provisions will apply.