English Constitution
U 3 A
UNIVERSITY OF THE THIRD AGE
U3A EL MORCHE
CONSTITUTION
The following terms in this Constitution shall have the following meanings:-
CHAPTER I
NAME, REGISTERED OFFICE, SCOPE, AIMS AND ACTIVITIES
ARTICLE 1. NAME
Under the name of the U3A EL MORCHE, a non-profit ASSOCIATION is hereby formed in accordance with the provisions of Organic Law 1/2002, of 22nd March on the Right of Association and in conformity with Article 22 of the Spanish Constitution.
ARTICLE 2. LEGAL PERSONALITY
The Association has its own separate legal personality with full capacity to administer and dispose of its assets and to accomplish the aims for which it is set up.
ARTICLE 3. REGISTERED OFFICE AND SCOPE OF ACTIVITIES
The Association shall have its registered office at Calle La Gloria 105 Velez Malaga, Malaga.
The activities of the Association will be conducted mainly within the local area of El Morche , Malaga, however, this may be extended beyond this area as and when the occasion
arises.
ARTICLE 4. AIMS
The aims for which the Association exists are:
and walking.
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ARTICLE 5. ACTIVITIES
For the accomplishment of the aims described in the preceding Article, the following activities will be conducted:-
(a) Meetings of Member in appropriate groups, study groups, lectures, talks, trips, excursions or cultural visits.
(b) Acquisition of books and materials necessary for the fulfilment of its objects.
(c). Informing the Members of its activities and publishing them in order to make the Association more widely known.
(d) Organising classes in different subjects, including, but not limited to Spanish language and conversation, history, photography, computer skills gardening, travel, reading, board games, creative design, debating, positive psychology, petanque, general knowledge quiz games, singing and walking.
CHAPTER II
MEMBERS
ARTICLE 6. ELIGIBILITY
Membership of the Association is open to any individuals regardless of gender, religion, ethnicity or sexual orientation who are freely and voluntarily interested in furthering the aims of the Association, in accordance with the following principles:-
(a) Individuals with capacity to act and who are not subject to any legal restraint on the exercise of such rights.
(b) Unemancipated minors over fourteen years of age will require the documentarily-evidenced consent of the persons responsible for acting on their behalf.
(c) Individuals who are not in full-time employment.
An applicant must complete and sign the Association's membership enrolment form and pay the appropriate membership in advance and provided the applicant meets the conditions established in these Bye-Laws, the Committee may not refuse admission unless the applicant has previously been a member and has failed to pay the membership subscription.
Membership is non-transferable.
ARTICLE 7 RIGHTS OF MEMBERS
Members shall have the following rights:-
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(a) To participate in the activities of the Association and be on the Committee, to exercise the right to vote and to attend the General Meetings, in accordance with these Bye-Laws.
To be eligible for election to the Committee it will be indispensable to be of legal age, to enjoy the full exercise of one's rights and not to be subject to any of the grounds of
incompatibility established in the legislation currently in force.
(b) To be informed of the composition of the Association, as well as of its financial situation and the conduct of its activities. Members may access all this information through the Committee.
(c) To be granted a hearing before any disciplinary measures are taken against them and to be informed of the facts giving rise to such measures. Any decision to impose a sanction must give the reasons justifying it.
(d) To oppose any resolutions of the Association which they believe to be contrary to law or these Bye-Laws.
ARTICLE 8. DUTIES OF MEMBERS
Members shall have the following duties and responsibilities:-
(a) To have access to electronic mail and the Internet.
(b) To share the aims of the Association and to help accomplish the same.
(c) To pay the subscriptions, extra contributions and other amounts due from each Member in accordance with these Bye-Laws.
(d) To fulfil any other obligation arising under these Bye-Laws.
(e) To accept and comply with the resolutions validly adopted by the Committee.
As the majority of Members are English speaking, the primary language of communication shall be in English.
ARTICLE 9. LOSS OF MEMBERSHIP
Membership of the Association will be terminated for the following reasons:
(a) By the Member's own decision in writing to the Committee. A withdrawing Member may not recover the membership subscriptions paid to the Association.
(b) Failure to pay the agreed subscriptions for a period of two consecutive months.
ARTICLE 10. PENALTIES
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Members may be penalised by expulsion from the Association if they commit acts making them unworthy of continuing to be Members. Such acts will be deemed to be committed:-
(a) Where the Member deliberately prevents or obstructs the accomplishments of the aims of the Association, or interferes with the activities of the Association or brings the Association into disrepute.
(b) Where he or she in any way wilfully obstructs the functioning of the Committee.
(c) Where he or she acts or behaves in an unacceptable manner, such as, but not limited to, bullying, confrontational behaviour, bad or intimidating language, racist or homophobic remarks and religious intolerance.
Before the expulsion is resolved upon, however, the Committee shall conduct disciplinary proceedings in which the Member concerned is granted a hearing.
CHAPTER III
THE GOVERNING BODY
ARTICLE 11. THE GENERAL ASSEMBLY
The General Assembly is the supreme governing body of the Association and is made up of all the Members in their inalienable right and on the footing of absolute equality and adopts its resolutions on a majority or internal democracy basis.
All Members are bound by the resolutions of the General Assembly including absentees, dissenters and those who, although present, abstain from voting.
ARTICLE 12. HOLDING MEETINGS
An Annual General Meeting shall be held once a year during the second quarter of that year.
An extraordinary General Meeting shall be held whenever the Committee finds it necessary or at the request of a number of Members representing at least one-tenth of the total membership.
Ordinary General Meetings of the Association shall be held every two months.
ARTICLE 13. NOTICE OF GENERAL MEETINGS
Notice of General Meetings, both ordinary and extraordinary, shall be given electronically. Such notice shall be sent to the Members at least twenty-one days in advance. Whenever possible, the notice shall be sent to all Members individually. The notice shall specify the date, time and place of the meeting, as well as the agenda.
The General Meeting shall be conducted by the President and the Secretary.
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The Secretary shall draw up the Minutes of each meeting, which shall contain an extract of the proceedings, the text of the resolutions adopted and the numerical outcome of the
voting. A copy of the Minutes shall be sent to each Member by electronic mail and at the beginning of each meeting the Minutes of the previous meeting shall be taken as read for approval or otherwise of the Members.
All meetings to be notified electronically. Also notification of the General Meeting will be published on the Association's web site.
ARTICLE 14. RESPONSIBILITIES OF THE GENERAL ASSEMBLY AND VALIDITY OF ITS RESOLUTIONS
The Meeting shall be validly constituted, on first call, if attended by a minimum of one-third
of the Members present in person or by proxy and on second call, regardless of the number of Members attending, it shall be held half an hour after the first call and in the same place.
At General Meetings each Member shall be entitled to one vote (whether by proxy or electronic mail).
The General Assembly shall be responsible for:-
(a) Approving, if thought fit, the actions taken by the Committee.
(b) Examining and approving or rejecting the annual income and expense accounts for the year as well as the Annual Report of financial activities.
(c) Laying down the general action guidelines enabling the Association to accomplish its aims.
(d) Taking all steps designed to ensure the democratic functioning of the Association.
(e) Determining the ordinary or extraordinary subscriptions.
(f) Appointing and dismissing the members of the Committee.
(g) Expelling Members on the proposal of the Committee.
(h) Setting up and joining federations.
(i) Applying for a declaration of public utility.
(j) Winding up the Association.
(k) Adopting and amending these Bye-Laws.
(l) The allocation and disposal of assets.
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Provided always that all such services are given voluntary and without remuneration.
Resolutions shall be adopted by a simple majority of the Members present in person or by proxy or by electronic mail, namely where the votes in favour exceed those against. However, a qualified majority (namely where the votes in favour exceed one-half) of the persons present or represented or sent by electronic mail shall be required for resolutions relating to the dissolution of the Association, the amendments of these Bye-Laws, the allocation or disposal of assets, provided the General Meeting in question has been expressly convened for this purpose.
CHAPTER IV
THE COMMITTEE
ARTICLE 15. COMPOSITION OF THE COMMITTEE
The Association shall be governed, administered and represented by a representative body known as the Committee, made up of the President, the Vice-President, the Secretary, the Treasurer, the Registration Secretary, the Web Master, the Group Liaison Manager, the Venue and Events Manager, the Group Leaders' Representative and two Members' Representatives. The Group Leaders' Representative shall be a post shared between the current Group Leaders.
Election to office on the Committee shall be by a free ballot of the Members of the General Assembly unless the majority of the Members wish to hold a secret ballot or by electronic mail at least seven days prior to the election or by proxy vote notified to the Committee by electronic mail at least seven days prior to the election. However, in the case of the position of Group Leaders' Representative, this office shall be voted on by the current Group Leaders only. Candidacies shall be open, that is to say, any Member satisfying the following indispensable requirements may stand for election, namely, being of legal age, having the full use of his or her civil rights and not being subject to any of the grounds of incompatibility contemplated in the legislation currently in force and being capable of attending the majority of Committee meetings.
The positions of President, Vice-President, Secretary, Treasurer, Registration Secretary, Web Master, Group Liaison Manager, Venue and Events Manager and Members' Representatives shall be filled by the candidates who have obtained the greatest number of votes for those positions. The position of Group Leaders' Representative shall be exercised on a rotary basis as agreed by and between the Group Leaders themselves, who shall ensure that they keep the Group Liaison Manager informed at all times which of them is to act as the Group Leaders' Representative for a given time.
The offices of President, Vice-President, Secretary and Treasurer must be held by different persons.
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None of the offices on the Committee is remunerated. They will be entitled to be reimbursed reasonable expenses incurred in the pursuit of their duties. Such reimbursement shall be authorised by the President or, in the case of expenses incurred by the President, shall be authorised by the Treasurer.
ARTICLE 16. TENURE OF OFFICES ON THE COMMITTEE
The members of the Committee (apart from the post of Group Leaders' Representative) shall hold office for the term of one year and may be re-elected indefinitely. Vacation of their office before the expiration of the regulation term may be due to:-
(a) Voluntary resignation submitted in writing to the remainder of the Committee and stating the reasons.
(b) Illness entailing incapacity to discharge the office.
(c) Loss of membership of the Association.
(d) A penalty imposed for a fault committed in the discharge of the office.
Any vacancies occurring on the Committee shall be filled at the next General Meeting held. The Committee may, however, provisionally appoint a Member to fill the vacant office until the next General Meeting.
The tenure of the post of Group Leaders' Representative shall be for as long as the individual holding such office shall agree with the other Group Leaders.
ARTICLE 17. POWERS OF THE COMMITTEE
The Committee shall have the following powers:-
(a) To hold and exercise the representation of the Association, to conduct the management and administration to the fullest extent recognised by law and to carry out the decisions adopted by the General Assembly in accordance with the rules, instructions and general guidelines laid down by the General Assembly.
(b) To adopt the necessary resolutions, to appear before any public agencies, to exercise all manner of legal actions and to lodge the pertinent appeals.
(c) To resolve as to the admission of new Members and to keep an updated list of all the Members.
(d) To propose to the General Assembly the subscriptions to be paid by the Members.
(e) To convene the General Meetings and ensure that the resolutions adopted thereby are carried out. In particular, as regards resolutions relating to the amendments of these Bye-Laws.
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The text of the amendment shall be notified to the Registry of Associations within one month from the date on which the meeting convened for that purpose was held.
(f) To submit to the General Assembly for approval the balance sheet and statement of accounts for each year and to draw up the budgets for the following year.
(g) To keep the accounts in accordance with the proper standards faithfully reflecting the capital, income and expenses and financial situation of the Association.
(h) To keep an inventory of the assets of the Association.
(i) To draw up the Annual Report and submit the same to the General Assembly for approval.
(j) To adopt a provisional decision on any matter not contemplated in these Bye-Laws and
report thereon at the next General Meeting.
(k) Any other powers not specifically vested by these Bye-Laws by the General Assembly, which includes general guidelines to Group Leaders and other Members.
(l) To appoint and remove honorary members and collaborating members of the Association.
ARTICLE 18. MEETINGS OF THE COMMITTEE
The Committee, previously convened by the President or Vice-President, shall hold an ordinary General Meeting as often as its members decide, but in no case less frequently than every three months. An extraordinary meeting shall be held whenever requested by one-third of its members.
The Committee shall be validly constituted if due notice has been given and a quorum of one-half plus one of its members are present.
The members of the Committee are required to attend all the meetings convened, but may be excused their attendance on justified grounds. In any event, the attendance of the President, the Treasurer and the Secretary, or their substitutes, shall be necessary.
The decisions of the Committee shall be adopted on the vote of a simple majority of those attending. In the event of a deadlock, the President shall have a casting vote. Provided always that in the event of a Committee member holding more than one office , he or she shall nevertheless only have one vote, but this does not affect the President's casting vote.
The resolutions of the Committee shall be written up in the Minutes' book. A copy of the Minutes shall be sent to each member of the Committee by electronic mail and at the commencement of each meeting the Minutes of the previous meeting shall be taken as read for approval or correction of the Committee.
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ARTICLE 19. THE PRESIDENT
The President of the Association shall be the President of the Committee.
The President shall have the following duties and obligations:-
(a) The management and legal representation of the Association, by delegation of the General Assembly and the Committee.
(b) Chairing and leading the discussions of the Committee.
(c) Signing the notices convening the General Meeting and the meetings of the Committee.
(d) Counter-signing the Minutes and resolutions drawn up by the Secretary.
(e) All such other other duties as pertain to the office as well as those delegated to the President by the General Assembly, including the following:-
(1) Promoting the Association and encouraging new Members.
(2) Responding to requests for information on the Association.
(3) Chairing enrolment meetings.
(4) Organising and chairing the General Meetings which shall include:-
(I) Inviting the Members.
(II) Requesting agenda topics from Members.
(III) Inviting speakers.
(IV) Organising educational activities.
(V) Producing the agenda.
(f) Organising and chairing Committee meetings.
(g) Organising and chairing Group Leaders' meetings.
(h) Identifying the skills and knowledge of new Members.
(i) Producing and updating roles and guidelines.
(j) Arbitrating in the event of bad conduct or dispute.
(k) Producing and presenting the annual financial report and accounts.
Provided always that the duties and responsibilities set out in paragraph (e) (4) shall be shared with the Vice-President on an alternate meeting basis.
The President shall be replaced in the event of absence or illness, by the Vice-President or a senior member of the Committee.
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ARTICLE 20. THE TREASURER
The Treasurer shall be responsible for the custody and control of the funds of the Association as well as for drawing up the budget, the balance sheet and the statement of accounts for submittal to the Committee, as provided in Article 17. He or she shall keep a cash ledger. He or she shall sign receipts, subscriptions, membership receipts and other cash documents. He or she shall pay the invoices approved by the Committee, which must be previously counter-signed by the President. Funds shall be drawn upon in the manner determined in Article 32.
However, in the event of the Treasurer not being present on the enrolment of a new Member, the enrolling Group Leader may sign the membership fee receipt on the Treasurer's behalf and then inform the Treasurer of the event.
The Treasurer shall also have the following duties and responsibilities:-
(a) Maintenance of an up to date list of all fees paid to the Association.
(b) Allocate money to Group Leaders as agreed by the Group Liaison Manager and the Committee
(c) Storage of all the Association's money securely and safely using appropriate banking facilities.
(d) Provide on-going accounts.
ARTICLE 21. THE SECRETARY
The Secretary shall be in charge of the documentation of the Association, shall draw up and sign the Minutes of the Committee, shall prepare any certificates required to be issued.
The Secretary shall also have the following duties and responsibilities:-
(a) To provide and distribute the Minutes of meetings using an appropriate word processing system and electronic mail.
(b) To liaise with Group Leaders and offer meeting dates to fulfil their needs and also ensure that no two group meetings are held on the same day so as to conflict with each other and that meeting dates are distributed throughout the year to offer maximum availability to the Members.
(c) To produce, maintain, and distribute a schedule of group meetings and events using an appropriate computerised tool and electronic mail.
ARTICLE 22. THE REGISTRATION SECRETARY
The Registration Secretary shall include the role of a database manager and shall have the following duties and responsibilities:-
(a) Collection of membership fees (direct or via a Group Leader) and transferring them to the Treasurer.
(b) Distribution of the Association's membership cards.
(c) Maintaining an accurate, up-to date list of Members in a database form.
(d) Updating of Members' records.
(e) Making available copies of the database to members of the Committee or such as are relevant to Group Leaders.
(f) Maintaining a record of the Association's groups and group members and supplying information to Group Leaders.
(g) Supplying information as requested by the Committee.
ARTICLE 23. THE VICE-PRESIDENT
The Vice-President shall act as President in the absence of the President and have the same duties and responsibilities as the President in addition to the following duties and responsibilities:-
(a.) Write articles for newspapers, magazines and similar publications promoting the Association's activities.
(b) Write and distribute the Association's bulletins.
(c) Edit the Association's news letter.
(d) Share the duties and responsibilities of the President as set out in Article 19 (e) (4) on an alternate meeting basis.
ARTICLE 24 THE WEB MASTER
The Web Master shall have the following duties and responsibilities:-
(a) Maintaining and updating the Association's web site.
(b) Publicising and updating the Association's “Blog”, namely the chronological publication of the Members' thoughts, texts, images, media, objects, data with links to other sites on the “World Wide Web” and to encourage Group Leaders to use the “Blog”.
ARTICLE 25. THE GROUP LIAISON MANAGER
The Group Liaison Manager shall have the following duties and responsibilities:-
(a) Satisfying Members' wishes and reflect their interest by endeavouring to establish suitable groups.
(b) Helping prospective Group Leaders to set up their group.
(c) Ensuring that Group Leaders are supported in their efforts and are given timely and relevant information to allow them to develop prosperous and well run groups.
(d) Ensuring that there is a Group Leaders' Representative available at all times and who that individual is to be at any given time.
ARTICLE 26. VENUE AND EVENTS MANAGER
The Venue and Events Manager shall have the following duties and responsibilities:-
(a) Seeking and costing of appropriate venues for Association events.
(b) Seeking and costing of appropriate venues for General Meetings (of whatever kind).
(c) Seeking and costing of appropriate venues for social events.
(d) Making bookings for the hiring of such venues for such meetings and events
ARTICLE 27. GROUP LEADERS' REPRESENTATIVE.
The Group Leaders' Representative shall have the following duties and responsibilities:-
(a) Electronically collate Group Leaders' views.
(b) Represent Group Leaders at Committee meetings.
ARTICLE 28. MEMBERS' REPRESENTATIVE.
The Members' Representative shall have the following duties and responsibilities:-
(a) Electronically collate Members' views.
(b) Represent Members at Committee meetings.
CHAPTER V
FINANCES
ARTICLE 29. INITIAL CAPITAL AND FINACIAL RESOURCES
The initial net worth of the Association is valued at 956.94 Euros.
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The annual budget shall be approved each year at the Annual General Meeting.
The financial resources of the Association shall comprise:-
(a) The Members' subscriptions fixed by the General Assembly.
(b) Official or private grants.
(c) Donations, inheritances and /or legacies.
(d) The yield produced by the capital, or any other income it may obtain.
ARTICLE 30. PROFIT ON FINANCIAL ACTIVITIES
The profit obtained from the conduct of economic activities, including the furnishing of services, shall be applied exclusively to the accomplishment of the aims of the Association and may in no case be distributed to the Members or to their spouses or persons cohabiting with them in a similar relationship or to their relatives or gratuitously assigned to individuals or legal entities operating for gain.
ARTICLE 31. SUBSCRIPTIONS
All Members are required to support the Association financially by the payment of subscriptions or extra contributions in a manner and proportion as is determined by the General Assembly upon the proposal of the Committee.
The General Assembly may establish and review admission fees, periodical monthly subscriptions and extraordinary contributions at the first General Meeting following a financial year end.
The financial year shall end on the thirty-first of December.
ARTICLE 32. WITHDRAWL OF FUNDS
The current accounts or savings books opened at credit institutions shall record the signatures of the President, the Vice-President and the Treasurer.
For the withdrawal of funds, two signatures shall be sufficient, one of which must necessarily be that of the Treasurer or the President.
CHAPTER VI
DISSOLUTION OF THE ASSOCIATION
ARTICLE 33. CAUSES OF DISSOLUTION
The Association shall be dissolved:-
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(a) If so resolved by the General Assembly expressly convened for that purpose, with the vote in favour of more than one-half of the Members present in person or by proxy vote or electronic mail.
(b) Due to the causes contemplated in Article 39 of the Civil Code.
(c) By a final judicial decision.
ARTICLE 34. LIQUIDATION AND APPLICATION OF SURPLUS
The dissolution of the Association will give rise to the liquidation period, until the completion of which the Association will retain its legal personality.
The members of the Committee at the time of dissolution will become the liquidators, unless the General Assembly appoints others, or unless a court decision, if any, directs otherwise.
The liquidators shall be responsible for:-
(a) Ensuring the integrity of the capital of the Association.
(b) Concluding any outstanding transactions and undertaking such new transactions as may be required for the purposes of liquidation.
(c) Collecting the credits of the Association.
(d) Liquidating the assets and paying off creditors.
(e) Applying the surplus assets of the Association to the purposes contemplated in these Bye-Laws.
(f) Requesting cancellation of the entries on the Registry of Associations.
In the event of insolvency of the Association, the Committee or, as the case may be, liquidators shall immediately apply to a court of competent jurisdiction for the inception of insolvency proceedings.
If any net surplus should remain, it shall be applied to the purposes compatible with the non-profit character of the Association and specifically given to a charity or charities agreed upon by the Committee.
Members are not personally liable for the debts of the Association.
The members of the Committee and other persons acting for and on behalf of the Association shall be liable to the Association, the Members and third parties for any damage caused and any indebtedness incurred as a result of malicious, culpable or negligent actions.
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CHAPTER VII
SETTLEMENT OF DISPUTES
ARTICLE 35. SETTLEMENT OF DISPUTES
In accordance with the provisions of Article 40 of the Organic Law 1/2002 of 2nd March, on the Right of Association, any disputes arising in connection with the private-law activities of the Association and its internal functioning shall fall within the jurisdiction of the Civil
Courts.
The decisions and actions of the Association may be challenged by any Member or person evidencing a legitimate interest. Members may challenge any resolutions and actions of the Association which they believe to be contrary to the Bye-Laws within forty days of adoption from the date thereof, requesting their rectification or annulment and where applicable, the provisional suspension thereof, or combining both requests in accordance with the formalities contemplated in the Code of Civil Procedure.
Nevertheless, disputes may also be settled out of court by arbitration proceedings
conducted in accordance with the provisions of the Arbitration Act (Law 36/1988, of 5th December), subject to compliance in all cases with the essential principals of hearings, contradictions and equality as between the parties.
ADDITIONAL PROVISIONS
In all matters not contemplated in the Bye-Laws and in the resolutions validly adopted by the Committee, Organic Law 1/2002 of 2nd March, on the Right of Association and related legal provisions, shall be secondly applicable.
In El Morche on 28th May 2011.
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CODICIL TO THE CONSTITUTION OF THE U3A EL MORCHE ASSOCIATION DATED 28TH MAY 2011.
Following the Committee meeting of the full Committee of our Association held on the 8th March 2012, it was unanimously agreed that after this year's Annual General Meeting, our Ordinary General Meetings shall no longer take place every two months (as set out in Article 12 of this Constitution), but held every four months instead. Therefore, Ordinary General Meetings shall henceforth just take place in January and September, with the Annual General Meeting still taking place in May (as the third of the General Meetings).
UNIVERSITY OF THE THIRD AGE
U3A EL MORCHE
CONSTITUTION
The following terms in this Constitution shall have the following meanings:-
- “Annual General Meeting” shall mean meetings of the General Assembly conducted once a year in accordance with Articles 12, 13 and 14.
- “Annual Report” shall mean the report of the Association's financial activities for the previous accounting year.
- “Article” shall mean an Article or Articles of this Constitution.
- “Association” shall mean the U3A El Morche Association as referred to in Article 1
- “Bye-Laws” shall mean the bye-laws incorporated within this Constitution.
- “Committee” shall mean the group of Members of the Association elected to act as the governing body of the Association in accordance with Articles 16, 17 and 18.
- “Duly Elected” shall mean elected in accordance with this Constitution.
- “General Assembly” shall mean all those members of the Association present at the Annual General Meeting or voting by a proxy vote or voting by electronic mail.
- “General Meeting” shall mean a meeting of the Committee and other Members which is not an Annual General Meeting nor an extra-ordinary General Meeting.
- “Group Leaders” shall mean the leaders of groups of Members conducting one or more of the activities of the Association.
- “Group Leaders' Representative” shall mean a person Duly Elected and conducting the responsibilities described in Article 27.
- “Group Liaison Manager” shall mean a person Duly Elected and conducting the responsibilities described in Article 25.
- “Members” shall mean members of the Association.
- “Members' Representative” shall mean a person Duly Elected and conducting the responsibilities described in Article 28.
- “Minutes” shall mean those drawn up by the Secretary in accordance with Article 13.
- “President” shall mean a person Duly Elected and conducting the responsibilities described in Article 19.
- “Register of Members” shall mean the register kept by the Registration Secretary.
- “Registration Secretary” shall mean a person Duly Elected and conducting the responsibilities described in Article 22.
- “Secretary” shall mean a person Duly Elected and conducting the responsibilities as described in Article 21.
- “Treasurer” shall mean a person Duly Elected and conducting the responsibilities described in Article 20.
- “Vice-President” shall mean a person Duly Elected and conducting the responsibilities described in Article 23.
- “Venue and Events Manager” shall mean a person Duly Elected and conducting the responsibilities described in Article 26.
- “Web Master” shall mean a person Duly Elected and conducting the responsibilities described in Article 24.
CHAPTER I
NAME, REGISTERED OFFICE, SCOPE, AIMS AND ACTIVITIES
ARTICLE 1. NAME
Under the name of the U3A EL MORCHE, a non-profit ASSOCIATION is hereby formed in accordance with the provisions of Organic Law 1/2002, of 22nd March on the Right of Association and in conformity with Article 22 of the Spanish Constitution.
ARTICLE 2. LEGAL PERSONALITY
The Association has its own separate legal personality with full capacity to administer and dispose of its assets and to accomplish the aims for which it is set up.
ARTICLE 3. REGISTERED OFFICE AND SCOPE OF ACTIVITIES
The Association shall have its registered office at Calle La Gloria 105 Velez Malaga, Malaga.
The activities of the Association will be conducted mainly within the local area of El Morche , Malaga, however, this may be extended beyond this area as and when the occasion
arises.
ARTICLE 4. AIMS
The aims for which the Association exists are:
- To foster the cultural and intellectual interests of the Members by means of collective educational activities.
- To enrich the lives of the Members by promoting the sharing of their knowledge and experience.
- To encourage the Members to develop their intellectual, cultural and social potential through formal and recreational activities.
and walking.
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ARTICLE 5. ACTIVITIES
For the accomplishment of the aims described in the preceding Article, the following activities will be conducted:-
(a) Meetings of Member in appropriate groups, study groups, lectures, talks, trips, excursions or cultural visits.
(b) Acquisition of books and materials necessary for the fulfilment of its objects.
(c). Informing the Members of its activities and publishing them in order to make the Association more widely known.
(d) Organising classes in different subjects, including, but not limited to Spanish language and conversation, history, photography, computer skills gardening, travel, reading, board games, creative design, debating, positive psychology, petanque, general knowledge quiz games, singing and walking.
CHAPTER II
MEMBERS
ARTICLE 6. ELIGIBILITY
Membership of the Association is open to any individuals regardless of gender, religion, ethnicity or sexual orientation who are freely and voluntarily interested in furthering the aims of the Association, in accordance with the following principles:-
(a) Individuals with capacity to act and who are not subject to any legal restraint on the exercise of such rights.
(b) Unemancipated minors over fourteen years of age will require the documentarily-evidenced consent of the persons responsible for acting on their behalf.
(c) Individuals who are not in full-time employment.
An applicant must complete and sign the Association's membership enrolment form and pay the appropriate membership in advance and provided the applicant meets the conditions established in these Bye-Laws, the Committee may not refuse admission unless the applicant has previously been a member and has failed to pay the membership subscription.
Membership is non-transferable.
ARTICLE 7 RIGHTS OF MEMBERS
Members shall have the following rights:-
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(a) To participate in the activities of the Association and be on the Committee, to exercise the right to vote and to attend the General Meetings, in accordance with these Bye-Laws.
To be eligible for election to the Committee it will be indispensable to be of legal age, to enjoy the full exercise of one's rights and not to be subject to any of the grounds of
incompatibility established in the legislation currently in force.
(b) To be informed of the composition of the Association, as well as of its financial situation and the conduct of its activities. Members may access all this information through the Committee.
(c) To be granted a hearing before any disciplinary measures are taken against them and to be informed of the facts giving rise to such measures. Any decision to impose a sanction must give the reasons justifying it.
(d) To oppose any resolutions of the Association which they believe to be contrary to law or these Bye-Laws.
ARTICLE 8. DUTIES OF MEMBERS
Members shall have the following duties and responsibilities:-
(a) To have access to electronic mail and the Internet.
(b) To share the aims of the Association and to help accomplish the same.
(c) To pay the subscriptions, extra contributions and other amounts due from each Member in accordance with these Bye-Laws.
(d) To fulfil any other obligation arising under these Bye-Laws.
(e) To accept and comply with the resolutions validly adopted by the Committee.
As the majority of Members are English speaking, the primary language of communication shall be in English.
ARTICLE 9. LOSS OF MEMBERSHIP
Membership of the Association will be terminated for the following reasons:
(a) By the Member's own decision in writing to the Committee. A withdrawing Member may not recover the membership subscriptions paid to the Association.
(b) Failure to pay the agreed subscriptions for a period of two consecutive months.
ARTICLE 10. PENALTIES
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Members may be penalised by expulsion from the Association if they commit acts making them unworthy of continuing to be Members. Such acts will be deemed to be committed:-
(a) Where the Member deliberately prevents or obstructs the accomplishments of the aims of the Association, or interferes with the activities of the Association or brings the Association into disrepute.
(b) Where he or she in any way wilfully obstructs the functioning of the Committee.
(c) Where he or she acts or behaves in an unacceptable manner, such as, but not limited to, bullying, confrontational behaviour, bad or intimidating language, racist or homophobic remarks and religious intolerance.
Before the expulsion is resolved upon, however, the Committee shall conduct disciplinary proceedings in which the Member concerned is granted a hearing.
CHAPTER III
THE GOVERNING BODY
ARTICLE 11. THE GENERAL ASSEMBLY
The General Assembly is the supreme governing body of the Association and is made up of all the Members in their inalienable right and on the footing of absolute equality and adopts its resolutions on a majority or internal democracy basis.
All Members are bound by the resolutions of the General Assembly including absentees, dissenters and those who, although present, abstain from voting.
ARTICLE 12. HOLDING MEETINGS
An Annual General Meeting shall be held once a year during the second quarter of that year.
An extraordinary General Meeting shall be held whenever the Committee finds it necessary or at the request of a number of Members representing at least one-tenth of the total membership.
Ordinary General Meetings of the Association shall be held every two months.
ARTICLE 13. NOTICE OF GENERAL MEETINGS
Notice of General Meetings, both ordinary and extraordinary, shall be given electronically. Such notice shall be sent to the Members at least twenty-one days in advance. Whenever possible, the notice shall be sent to all Members individually. The notice shall specify the date, time and place of the meeting, as well as the agenda.
The General Meeting shall be conducted by the President and the Secretary.
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The Secretary shall draw up the Minutes of each meeting, which shall contain an extract of the proceedings, the text of the resolutions adopted and the numerical outcome of the
voting. A copy of the Minutes shall be sent to each Member by electronic mail and at the beginning of each meeting the Minutes of the previous meeting shall be taken as read for approval or otherwise of the Members.
All meetings to be notified electronically. Also notification of the General Meeting will be published on the Association's web site.
ARTICLE 14. RESPONSIBILITIES OF THE GENERAL ASSEMBLY AND VALIDITY OF ITS RESOLUTIONS
The Meeting shall be validly constituted, on first call, if attended by a minimum of one-third
of the Members present in person or by proxy and on second call, regardless of the number of Members attending, it shall be held half an hour after the first call and in the same place.
At General Meetings each Member shall be entitled to one vote (whether by proxy or electronic mail).
The General Assembly shall be responsible for:-
(a) Approving, if thought fit, the actions taken by the Committee.
(b) Examining and approving or rejecting the annual income and expense accounts for the year as well as the Annual Report of financial activities.
(c) Laying down the general action guidelines enabling the Association to accomplish its aims.
(d) Taking all steps designed to ensure the democratic functioning of the Association.
(e) Determining the ordinary or extraordinary subscriptions.
(f) Appointing and dismissing the members of the Committee.
(g) Expelling Members on the proposal of the Committee.
(h) Setting up and joining federations.
(i) Applying for a declaration of public utility.
(j) Winding up the Association.
(k) Adopting and amending these Bye-Laws.
(l) The allocation and disposal of assets.
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Provided always that all such services are given voluntary and without remuneration.
Resolutions shall be adopted by a simple majority of the Members present in person or by proxy or by electronic mail, namely where the votes in favour exceed those against. However, a qualified majority (namely where the votes in favour exceed one-half) of the persons present or represented or sent by electronic mail shall be required for resolutions relating to the dissolution of the Association, the amendments of these Bye-Laws, the allocation or disposal of assets, provided the General Meeting in question has been expressly convened for this purpose.
CHAPTER IV
THE COMMITTEE
ARTICLE 15. COMPOSITION OF THE COMMITTEE
The Association shall be governed, administered and represented by a representative body known as the Committee, made up of the President, the Vice-President, the Secretary, the Treasurer, the Registration Secretary, the Web Master, the Group Liaison Manager, the Venue and Events Manager, the Group Leaders' Representative and two Members' Representatives. The Group Leaders' Representative shall be a post shared between the current Group Leaders.
Election to office on the Committee shall be by a free ballot of the Members of the General Assembly unless the majority of the Members wish to hold a secret ballot or by electronic mail at least seven days prior to the election or by proxy vote notified to the Committee by electronic mail at least seven days prior to the election. However, in the case of the position of Group Leaders' Representative, this office shall be voted on by the current Group Leaders only. Candidacies shall be open, that is to say, any Member satisfying the following indispensable requirements may stand for election, namely, being of legal age, having the full use of his or her civil rights and not being subject to any of the grounds of incompatibility contemplated in the legislation currently in force and being capable of attending the majority of Committee meetings.
The positions of President, Vice-President, Secretary, Treasurer, Registration Secretary, Web Master, Group Liaison Manager, Venue and Events Manager and Members' Representatives shall be filled by the candidates who have obtained the greatest number of votes for those positions. The position of Group Leaders' Representative shall be exercised on a rotary basis as agreed by and between the Group Leaders themselves, who shall ensure that they keep the Group Liaison Manager informed at all times which of them is to act as the Group Leaders' Representative for a given time.
The offices of President, Vice-President, Secretary and Treasurer must be held by different persons.
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None of the offices on the Committee is remunerated. They will be entitled to be reimbursed reasonable expenses incurred in the pursuit of their duties. Such reimbursement shall be authorised by the President or, in the case of expenses incurred by the President, shall be authorised by the Treasurer.
ARTICLE 16. TENURE OF OFFICES ON THE COMMITTEE
The members of the Committee (apart from the post of Group Leaders' Representative) shall hold office for the term of one year and may be re-elected indefinitely. Vacation of their office before the expiration of the regulation term may be due to:-
(a) Voluntary resignation submitted in writing to the remainder of the Committee and stating the reasons.
(b) Illness entailing incapacity to discharge the office.
(c) Loss of membership of the Association.
(d) A penalty imposed for a fault committed in the discharge of the office.
Any vacancies occurring on the Committee shall be filled at the next General Meeting held. The Committee may, however, provisionally appoint a Member to fill the vacant office until the next General Meeting.
The tenure of the post of Group Leaders' Representative shall be for as long as the individual holding such office shall agree with the other Group Leaders.
ARTICLE 17. POWERS OF THE COMMITTEE
The Committee shall have the following powers:-
(a) To hold and exercise the representation of the Association, to conduct the management and administration to the fullest extent recognised by law and to carry out the decisions adopted by the General Assembly in accordance with the rules, instructions and general guidelines laid down by the General Assembly.
(b) To adopt the necessary resolutions, to appear before any public agencies, to exercise all manner of legal actions and to lodge the pertinent appeals.
(c) To resolve as to the admission of new Members and to keep an updated list of all the Members.
(d) To propose to the General Assembly the subscriptions to be paid by the Members.
(e) To convene the General Meetings and ensure that the resolutions adopted thereby are carried out. In particular, as regards resolutions relating to the amendments of these Bye-Laws.
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The text of the amendment shall be notified to the Registry of Associations within one month from the date on which the meeting convened for that purpose was held.
(f) To submit to the General Assembly for approval the balance sheet and statement of accounts for each year and to draw up the budgets for the following year.
(g) To keep the accounts in accordance with the proper standards faithfully reflecting the capital, income and expenses and financial situation of the Association.
(h) To keep an inventory of the assets of the Association.
(i) To draw up the Annual Report and submit the same to the General Assembly for approval.
(j) To adopt a provisional decision on any matter not contemplated in these Bye-Laws and
report thereon at the next General Meeting.
(k) Any other powers not specifically vested by these Bye-Laws by the General Assembly, which includes general guidelines to Group Leaders and other Members.
(l) To appoint and remove honorary members and collaborating members of the Association.
ARTICLE 18. MEETINGS OF THE COMMITTEE
The Committee, previously convened by the President or Vice-President, shall hold an ordinary General Meeting as often as its members decide, but in no case less frequently than every three months. An extraordinary meeting shall be held whenever requested by one-third of its members.
The Committee shall be validly constituted if due notice has been given and a quorum of one-half plus one of its members are present.
The members of the Committee are required to attend all the meetings convened, but may be excused their attendance on justified grounds. In any event, the attendance of the President, the Treasurer and the Secretary, or their substitutes, shall be necessary.
The decisions of the Committee shall be adopted on the vote of a simple majority of those attending. In the event of a deadlock, the President shall have a casting vote. Provided always that in the event of a Committee member holding more than one office , he or she shall nevertheless only have one vote, but this does not affect the President's casting vote.
The resolutions of the Committee shall be written up in the Minutes' book. A copy of the Minutes shall be sent to each member of the Committee by electronic mail and at the commencement of each meeting the Minutes of the previous meeting shall be taken as read for approval or correction of the Committee.
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ARTICLE 19. THE PRESIDENT
The President of the Association shall be the President of the Committee.
The President shall have the following duties and obligations:-
(a) The management and legal representation of the Association, by delegation of the General Assembly and the Committee.
(b) Chairing and leading the discussions of the Committee.
(c) Signing the notices convening the General Meeting and the meetings of the Committee.
(d) Counter-signing the Minutes and resolutions drawn up by the Secretary.
(e) All such other other duties as pertain to the office as well as those delegated to the President by the General Assembly, including the following:-
(1) Promoting the Association and encouraging new Members.
(2) Responding to requests for information on the Association.
(3) Chairing enrolment meetings.
(4) Organising and chairing the General Meetings which shall include:-
(I) Inviting the Members.
(II) Requesting agenda topics from Members.
(III) Inviting speakers.
(IV) Organising educational activities.
(V) Producing the agenda.
(f) Organising and chairing Committee meetings.
(g) Organising and chairing Group Leaders' meetings.
(h) Identifying the skills and knowledge of new Members.
(i) Producing and updating roles and guidelines.
(j) Arbitrating in the event of bad conduct or dispute.
(k) Producing and presenting the annual financial report and accounts.
Provided always that the duties and responsibilities set out in paragraph (e) (4) shall be shared with the Vice-President on an alternate meeting basis.
The President shall be replaced in the event of absence or illness, by the Vice-President or a senior member of the Committee.
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ARTICLE 20. THE TREASURER
The Treasurer shall be responsible for the custody and control of the funds of the Association as well as for drawing up the budget, the balance sheet and the statement of accounts for submittal to the Committee, as provided in Article 17. He or she shall keep a cash ledger. He or she shall sign receipts, subscriptions, membership receipts and other cash documents. He or she shall pay the invoices approved by the Committee, which must be previously counter-signed by the President. Funds shall be drawn upon in the manner determined in Article 32.
However, in the event of the Treasurer not being present on the enrolment of a new Member, the enrolling Group Leader may sign the membership fee receipt on the Treasurer's behalf and then inform the Treasurer of the event.
The Treasurer shall also have the following duties and responsibilities:-
(a) Maintenance of an up to date list of all fees paid to the Association.
(b) Allocate money to Group Leaders as agreed by the Group Liaison Manager and the Committee
(c) Storage of all the Association's money securely and safely using appropriate banking facilities.
(d) Provide on-going accounts.
ARTICLE 21. THE SECRETARY
The Secretary shall be in charge of the documentation of the Association, shall draw up and sign the Minutes of the Committee, shall prepare any certificates required to be issued.
The Secretary shall also have the following duties and responsibilities:-
(a) To provide and distribute the Minutes of meetings using an appropriate word processing system and electronic mail.
(b) To liaise with Group Leaders and offer meeting dates to fulfil their needs and also ensure that no two group meetings are held on the same day so as to conflict with each other and that meeting dates are distributed throughout the year to offer maximum availability to the Members.
(c) To produce, maintain, and distribute a schedule of group meetings and events using an appropriate computerised tool and electronic mail.
- To collate any and all proxy and email votes.
ARTICLE 22. THE REGISTRATION SECRETARY
The Registration Secretary shall include the role of a database manager and shall have the following duties and responsibilities:-
(a) Collection of membership fees (direct or via a Group Leader) and transferring them to the Treasurer.
(b) Distribution of the Association's membership cards.
(c) Maintaining an accurate, up-to date list of Members in a database form.
(d) Updating of Members' records.
(e) Making available copies of the database to members of the Committee or such as are relevant to Group Leaders.
(f) Maintaining a record of the Association's groups and group members and supplying information to Group Leaders.
(g) Supplying information as requested by the Committee.
ARTICLE 23. THE VICE-PRESIDENT
The Vice-President shall act as President in the absence of the President and have the same duties and responsibilities as the President in addition to the following duties and responsibilities:-
(a.) Write articles for newspapers, magazines and similar publications promoting the Association's activities.
(b) Write and distribute the Association's bulletins.
(c) Edit the Association's news letter.
(d) Share the duties and responsibilities of the President as set out in Article 19 (e) (4) on an alternate meeting basis.
ARTICLE 24 THE WEB MASTER
The Web Master shall have the following duties and responsibilities:-
(a) Maintaining and updating the Association's web site.
(b) Publicising and updating the Association's “Blog”, namely the chronological publication of the Members' thoughts, texts, images, media, objects, data with links to other sites on the “World Wide Web” and to encourage Group Leaders to use the “Blog”.
- Forwarding requests for information regarding membership of the Association.
ARTICLE 25. THE GROUP LIAISON MANAGER
The Group Liaison Manager shall have the following duties and responsibilities:-
(a) Satisfying Members' wishes and reflect their interest by endeavouring to establish suitable groups.
(b) Helping prospective Group Leaders to set up their group.
(c) Ensuring that Group Leaders are supported in their efforts and are given timely and relevant information to allow them to develop prosperous and well run groups.
(d) Ensuring that there is a Group Leaders' Representative available at all times and who that individual is to be at any given time.
ARTICLE 26. VENUE AND EVENTS MANAGER
The Venue and Events Manager shall have the following duties and responsibilities:-
(a) Seeking and costing of appropriate venues for Association events.
(b) Seeking and costing of appropriate venues for General Meetings (of whatever kind).
(c) Seeking and costing of appropriate venues for social events.
(d) Making bookings for the hiring of such venues for such meetings and events
ARTICLE 27. GROUP LEADERS' REPRESENTATIVE.
The Group Leaders' Representative shall have the following duties and responsibilities:-
(a) Electronically collate Group Leaders' views.
(b) Represent Group Leaders at Committee meetings.
ARTICLE 28. MEMBERS' REPRESENTATIVE.
The Members' Representative shall have the following duties and responsibilities:-
(a) Electronically collate Members' views.
(b) Represent Members at Committee meetings.
CHAPTER V
FINANCES
ARTICLE 29. INITIAL CAPITAL AND FINACIAL RESOURCES
The initial net worth of the Association is valued at 956.94 Euros.
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The annual budget shall be approved each year at the Annual General Meeting.
The financial resources of the Association shall comprise:-
(a) The Members' subscriptions fixed by the General Assembly.
(b) Official or private grants.
(c) Donations, inheritances and /or legacies.
(d) The yield produced by the capital, or any other income it may obtain.
ARTICLE 30. PROFIT ON FINANCIAL ACTIVITIES
The profit obtained from the conduct of economic activities, including the furnishing of services, shall be applied exclusively to the accomplishment of the aims of the Association and may in no case be distributed to the Members or to their spouses or persons cohabiting with them in a similar relationship or to their relatives or gratuitously assigned to individuals or legal entities operating for gain.
ARTICLE 31. SUBSCRIPTIONS
All Members are required to support the Association financially by the payment of subscriptions or extra contributions in a manner and proportion as is determined by the General Assembly upon the proposal of the Committee.
The General Assembly may establish and review admission fees, periodical monthly subscriptions and extraordinary contributions at the first General Meeting following a financial year end.
The financial year shall end on the thirty-first of December.
ARTICLE 32. WITHDRAWL OF FUNDS
The current accounts or savings books opened at credit institutions shall record the signatures of the President, the Vice-President and the Treasurer.
For the withdrawal of funds, two signatures shall be sufficient, one of which must necessarily be that of the Treasurer or the President.
CHAPTER VI
DISSOLUTION OF THE ASSOCIATION
ARTICLE 33. CAUSES OF DISSOLUTION
The Association shall be dissolved:-
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(a) If so resolved by the General Assembly expressly convened for that purpose, with the vote in favour of more than one-half of the Members present in person or by proxy vote or electronic mail.
(b) Due to the causes contemplated in Article 39 of the Civil Code.
(c) By a final judicial decision.
ARTICLE 34. LIQUIDATION AND APPLICATION OF SURPLUS
The dissolution of the Association will give rise to the liquidation period, until the completion of which the Association will retain its legal personality.
The members of the Committee at the time of dissolution will become the liquidators, unless the General Assembly appoints others, or unless a court decision, if any, directs otherwise.
The liquidators shall be responsible for:-
(a) Ensuring the integrity of the capital of the Association.
(b) Concluding any outstanding transactions and undertaking such new transactions as may be required for the purposes of liquidation.
(c) Collecting the credits of the Association.
(d) Liquidating the assets and paying off creditors.
(e) Applying the surplus assets of the Association to the purposes contemplated in these Bye-Laws.
(f) Requesting cancellation of the entries on the Registry of Associations.
In the event of insolvency of the Association, the Committee or, as the case may be, liquidators shall immediately apply to a court of competent jurisdiction for the inception of insolvency proceedings.
If any net surplus should remain, it shall be applied to the purposes compatible with the non-profit character of the Association and specifically given to a charity or charities agreed upon by the Committee.
Members are not personally liable for the debts of the Association.
The members of the Committee and other persons acting for and on behalf of the Association shall be liable to the Association, the Members and third parties for any damage caused and any indebtedness incurred as a result of malicious, culpable or negligent actions.
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CHAPTER VII
SETTLEMENT OF DISPUTES
ARTICLE 35. SETTLEMENT OF DISPUTES
In accordance with the provisions of Article 40 of the Organic Law 1/2002 of 2nd March, on the Right of Association, any disputes arising in connection with the private-law activities of the Association and its internal functioning shall fall within the jurisdiction of the Civil
Courts.
The decisions and actions of the Association may be challenged by any Member or person evidencing a legitimate interest. Members may challenge any resolutions and actions of the Association which they believe to be contrary to the Bye-Laws within forty days of adoption from the date thereof, requesting their rectification or annulment and where applicable, the provisional suspension thereof, or combining both requests in accordance with the formalities contemplated in the Code of Civil Procedure.
Nevertheless, disputes may also be settled out of court by arbitration proceedings
conducted in accordance with the provisions of the Arbitration Act (Law 36/1988, of 5th December), subject to compliance in all cases with the essential principals of hearings, contradictions and equality as between the parties.
ADDITIONAL PROVISIONS
In all matters not contemplated in the Bye-Laws and in the resolutions validly adopted by the Committee, Organic Law 1/2002 of 2nd March, on the Right of Association and related legal provisions, shall be secondly applicable.
In El Morche on 28th May 2011.
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CODICIL TO THE CONSTITUTION OF THE U3A EL MORCHE ASSOCIATION DATED 28TH MAY 2011.
Following the Committee meeting of the full Committee of our Association held on the 8th March 2012, it was unanimously agreed that after this year's Annual General Meeting, our Ordinary General Meetings shall no longer take place every two months (as set out in Article 12 of this Constitution), but held every four months instead. Therefore, Ordinary General Meetings shall henceforth just take place in January and September, with the Annual General Meeting still taking place in May (as the third of the General Meetings).
