Following the
recent Extraordinary Assembly, where certain decisions were approved by the
Members, a series of modifications to the Statutes are being proposed by the
Board. These are attached. The official Catalan version of these modified
statutes is being reviewed with the Registrar of Associations and should be
ready for formal approval by early November.
Please read the
summary below and consult the attached text as you consider necessary. Any
comments and suggested changes should be sent to John Pinnell by November 5,
preferably by e mail to john.pinnell@awscmail.com.
An Extraordinary
Assembly will have to be called by the Board to give formal consideration to
and approval for all modifications (which must then be acceptable to the
Registrar before they can be officially registered).
The changes are
highlighted in red and may be summarized as
follows:
1. To reflect decisions approved at the recent Extraordinary Assembly:
-
To use the website and
electronic communications as the main vehicle for communicating with Members;
see particularly Article 8.1.1 (d) and (e) and Club Rules B.
-
To stop specific references to
a quarterly magazine as the production of this is being stopped as from this
quarter; see Club Rules B.
-
To simplify the structure of
the governing bodies of the Club by eliminating specific Board role titles (so
that roles may be shared) and eliminating the separate Executive Committee; see
particularly Article 12.1, elimination of Article 12.9, Club Rule 1 (c), Club
Rules of Procedure A and B.
2. To clarify a series of clauses regarding rights to vote (including
proxy votes) and rights to belong to governing bodies of the Club; see
particularly Article 6.1.3 and 6.1.6, Article 8.1.1 and 8.1.1 (c), Article
11.6.
3. To clarify the rules regarding the Membership List; see Club Rule 9.
This now specifically prohibits the use of the membership list for commercial
purposes.
4. To “tidy up” references within the Statutes and Rules where the official Catalan version had itself contained certain inconsistent references (eg to “Club”, “Board”, “President”) or was not totally specific.
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STATUTES FOR THE CLUB INTERNACIONAL D'ANDORRA
Art.1 - INCORPORATION
The "CLUB
INTERNACIONAL D'ANDORRA" is a nonprofit making Club or Association.
Art. 2 - REGISTERED ADDRESS
The registered
address of the "CLUB INTERNACIONAL D'ANDORRA" is the Hotel "París-Londres", 11
Av. Miquel Mateu, in Escaldes-Engordany
- the relevant permission having been obtained from the latter's owner, Mr.
Joan Albert Montané - and may be moved to another place within the Principality,
if the General Assembly so decides.
Art. 3 - AIM
3.1 - The aims of
the Club are the following: to guide, organize
and initiate meetings and activities of a linguistic, cultural or leisure
nature, inside and outside the territory of Andorra, in order to promote
friendship between the various nationalities.
3.2 - The Club has
no profit making, commercial, religious or political objectives or social
demand.
3.3 - The
association may carry out economical activities if these fall within its
statutory aims and are not be aimed, implicitly or explicitly, at securing economic or financial gains to be
shared out among its members.
3.4 - The Club may
carry out all legal
activities relevant to the purposes of
its Statutes, always according to the requirements and conditions of the Law.
Art. 4 - LIFE
The Club shall last
indefinitely.
Art. 5 - APPLICABLE LEGISLATION
The Club
has its own legal personality and capacity and is based on democratic principles. It
is governed by the Law of Associations of
MEMBERS
Art. 6 - ADMISSION OF MEMBERS
The "CLUB
INTERNACIONAL D'ANDORRA" may be joined by all those
who wish to practice and carry out its activities and to promote friendship
between the various nationalities.
To become a
member of the Club, the person in question must make the relevant application
for membership to the Governing Board by filling in a membership application form. Membership
shall come into force within a week.
6.1 - CLASSES OF MEMBERS: - Members shall be classified in the following
categories:
6.1.1 - Members -
Those members who have applied for Club membership and who pay their membership
fee.
6.1.2 - Honorary
members - This category shall be formed by all those who have given notable
service to the Club by a decision taken by the General Assembly on a proposal from the
Governing Board with three quarters of the members
present at the Assembly being in favor.
6.1.3 - Family
members - This category allows a family group to form part of the Club and join
in its activities - on the same
conditions as Members, but where the family as a whole is treated as if it were
a single Member. Consequently, family membership entitles to only one
vote.
6.1.4 - Associate members
- Members of the "International Singers" Choir that do not wish to be
full members of or receive any information about the Club. Associate members
have no vote and pay only a nominal fee, the amount of which is fixed by the Governing Board.
6.1.5 - Members resident outside Andorra -
Members no longer resident in Andorra may continue their membership on payment
of an appropriate annual fee, the amount of
which is fixed by the Board, to cover the membership dues and postage. but will not be
entitled to any vote.
Art. 7 - CAUSES FOR A CEASING TO BE A MEMBER
Any member may
resign from the Club and may not be obliged to remain in it against his will,
providing only that if he is not up to date with his membership fee he shall be
required to pay
this.
Art. 8 - LEGAL SYSTEM
8.1 - Rights
of members
8.1.1 - All
members of the Club, other than those limited or excluded by Articles 6.1.3,
6.1.4 and 6.1.5, and always
provided that they are current in the payment of their membership fees, shall have the right to:
a) - Be present, take part and vote at General
Assemblies, personally or by proxy.
b) - Vote in all the other bodies of the Club to
which they belong.
c) - Be elected to the governing bodies provided also
that they fulfill the qualifying requirement
of being holders of residence permits in
d) - Be informed of all the Club activities through its
web site available at www.international-club-andorra.com and any direct
communications that may be made to members from time to time at the discretion
of the Board and take part in them.
e) - Be informed of the running of the Club primarily through its web site and especially of the decisions taken by
the governing bodies, statement of accounts and Club relations with public
authorities and third parties.
f) - This right may be exercised by requesting the
Governing Board or the other bodies for the relevant information or asking questions at General
Assemblies.
g) - Leave the Club. If the member wishing
to resign from the Club is noted in the Register as a founder member, he may
ask for his resignation to be recorded in the Register.
h) -
Members who have had their vote against a decision recorded in a Minute
and those not
present in the meeting at which the decision was taken, may legally impugn it if the decision is contrary to the Law of Associations or
these Statutes, or if it benefits some members or third parties to the
detriment of other members or the interests of the Club, within thirty days of
its being taken.
i) - Members who have impugned a decision may ask the Secretary to
make a marginal of this impugning in the
Minutes.
j) - Any member has the right to ask for and obtain within ten days a
total or partial copy of the
Minutes of meetings of the General Assemblies and of the
Governing Board. These copies shall be certified
by the Secretary.
8.2 - Duties of members
8.2.1 - Members of
the Club shall have the following general duties:
a) - To be loyal to the objectives and aims of the Club and act to
achieve them.
b) - To contribute to the maintenance of the Club by means of payment of a
yearly subscription fee.
c) - To respect and comply with the decisions taken by the bodies
of the Club.
Art. 9 - MEMBERSHIP
FEES
Every member shall
pay the annual subscription, the amount of which will be proposed by the Governing Board and approved by the General Assembly. All members
shall pay their subscription by a direct debit to the member's bank account within 30 days of its first being presented.
The current Governing Board may decide on the payment of additional fees for
extra activities, for example for unforeseen expenses. Such additional fees may
not also be collected
by direct debit but only after the need for such additional fees
has been must be presented to the members in the form of
a detailed proposal invoice, clearly stating the reason for these
expenses. If these additional expenses do not figure in the budget approved by
the previous Annual General Assembly Meeting, then they must first be approved by an Extraordinary Assembly Meeting of members.
Art. 10 - DISCIPLINARY SYSTEM
10.1 - The
following shall be considered serious offenses:
1 - Failure to pay the membership fee.
2 - If a member indulges in activities opposed to the Club aims.
3 - If he has acted in such a way as to harm to the Club.
4 - If he has behaved improperly during an activity of the Club.
5 - If he has improperly used Club's funds.
6 - If his behavior may have given the Club a bad image.
10.2 - These
offenses shall be in principle be considered as
warranting expulsion. Nevertheless, the offender shall be invited by the Governing Board to explain the reasons for his behavior or attitude
within ten days and informed of the sanction. After listening to the offender
the Board shall propose expulsion from the Club if this is judged necessary.
The offender shall always have the right to appeal to the General Assembly -
which in any case shall have the final decision - to present the arguments he
thinks appropriate to his defense.
THE ASSOCIATION'S BODIES
The bodies of the
"CLUB INTERNACIONAL D'ANDORRA" are:
The General Assembly of Members, the Governing
Board and the President Chairman.
Art. 11 - THE GENERAL ASSEMBLY OF MEMBERS
This is the body
which shapes and expresses the Club's will. Its decisions are binding on all
members, on condition that they have been taken according to these Statutes and
the Law of Associations.
11.1 - Ordinary
Assembly - This shall meet at least once a year and shall have the
following powers:
11.1.1 - To
propose and decide on general lines of action for the smooth running of the
Club.
11.1.2 - To elect
and renew the members of the Governing
Board and dismiss all or part of its members,
including the President
Chairman, after a
specific vote on this question which shall require the simple majority of the
members present. The vote shall always be secret and members may vote for or
against anyone standing unopposed for office on the Board.
11.1.3 - To decide
on amendments to these Statutes as may be necessary by
absolute majority of the members present or represented by proxy.
11.1.4 - To debate
on the achievement of the Club's aims.
11.1.5 - In
general, to discuss and take decisions which may be of interest to the Club.
11.1.6 - To approve
the annual budget, which shall express the fees or contributions required of
members and to approve the settlement of the previous budget.
11.1.7 - To
approve the definitive expulsion where appropriate of members who have committed a serious
offence, after the necessary disciplinary proceedings, taking into
consideration all the statements of those concerned.
11.1.8 - Members
voting against a specific resolution, may ask in the same meeting that their vote be recorded in the minutes and they may also ask for
their opposition to be recorded in a
marginal note in the Register.
11.1.9 - The
General Assembly may
decide by absolute majority of those present to submit a
controversy to the jurisdiction of the
Andorran Courts.
11.1.10 - To decide
on affiliation
or cooperation with organizations of an international nature, without prejudice
to what national authorities may rule on this matter.
11.1.11
- The dissolution of the Club.
11.2
- Extraordinary Assembly - This may be summoned by the Governing Board or at the request of one tenth of the current members eligible
to vote. In this latter case, the request must be made to the Governing Board with a minimum notice of 8 days before holding the
meeting, indicating the agenda proposed. The Board is in duty bound to carry
out the summons within 20 days following the request and must respect the
agenda proposed by the applicants in its entirety, but may add other points if
it considers this relevant.
11.3 - Summons
- Ordinary and
Extraordinary Assemblies are summoned by the President Chairman of the Governing Board by means of a letter sent to
members with minimum notice of 15 days before the Assembly is to take place.
The summons shall include the place, day and time of the meeting and the agenda
of matters to be dealt with. It may also contain the same information relating
to a second call in case there is no quorum at first call. Between first and
second call there must be a space of at least half an hour.
11.4
- Attendance at Assemblies. - All members have the right to
attend both Ordinary and Extraordinary Assemblies. All members have the right
to ask for and obtain total or partial copies of the Minutes of Assemblies, certified
by the Secretary.
11.5 - All full
members who have paid their current subscription fee also have the right to
vote. Those members who cannot be present at an
Assembly may delegate in writing their vote to another named member or to the President or Secretary to represent them. Those present at an Assembly who are representing a
member unable to be present must make this known at the beginning of the
meeting. Members present at
an Assembly may hold only one proxy vote each.
11.6 - Quorum and decisions at
Assemblies - In order for both Ordinary and Extraordinary Assemblies to
have a valid quorum,
half the full members must be present at first call but at the
second call there shall be a quorum whatever the number of those present.
Decisions at the
Ordinary and Extraordinary Assemblies shall be taken by a majority of the
members present considering for these purposes that those members who
have delegated their vote in writing to another member are also deemed to be
present. Decisions taken
shall be recorded in Minutes to be signed by the Secretary and countersigned by
the President Chairman.
A member voting
against a specific resolution may ask in the same meeting that his vote be recorded
in the minutes.
With regard to what is regulated in this
Article, it is understood that every member has a vote. Family members have the right to one
vote per family group.
Art. 12 - THE GOVERNING BOARD
The Governing Board is the body which manages and administers the Club
and represents it in its relations with third parties and
with public authorities, including in court.
12.1 - Composition
- The Governing Board shall comprise a minimum of seven and maximum of
eleven members, as follows: President
Chairman, Secretary, General Administrator, Treasurer and up to nine seven other members. The General Assembly may agree to appoint a Vice-Chairman if the
Governing Board considers it to be appropriate. More than one member of the same family
may not serve on the Governing Board.
12.1.1 - The Governing Board shall be elected by the General Assembly by simple
majority. And all or part of it may be dismissed by the same body by a specific vote which
requires a simple majority of the members present in person or by proxy. The Governing Board shall elect the President Chairman who shall represent it.
12.2 - Powers
- The Governing Board has the widest powers to administer the Club and is
also responsible for all matters not expressly attributed to another body by
Law or these Statutes.
The attributions
of the Governing Board are to:
12.2.1 -
Coordinate and direct
work carried out under a decision by the General Assembly.
12.2.2 -
Carry out decisions taken by the General Assembly.
12.2.3 -
Authorize all expenditure agreed in the budget passed by the General Assembly, bearing in mind that
this may not exceed Club revenue.
12.2.4 - Propose membership fees to be
paid by members and any other fees of a special nature that may become
necessary., always with the approval of the General Assembly.
12.2.5
- Present annually the statement of accounts and an activities report to the General
Assembly.
12.2.6 -
Fix the place, date, time and agenda for the Ordinary and Extraordinary Assemblies of the Club.
12.2.7-.
Agree on Extraordinary Assemblies
meetings to be
summoned by the President Chairman or at the demand of a tenth of members.
12.2.8 -
Appoint a Secretary. The Secretary's duties are:
To sign together
with the President Chairman the Membership Register, Minutes Book,
the Accounts Book covering Club activities and the Inventory of Club assets.
Certify all Club
documents.
Draw up Minutes of
meetings.
Issue
written proceedings.
12.3 - Duration
- The Governing Board is elected by the General Assembly
for a period of four years. About every two years at least half of the Board shall resign. Board
members may stand for reelection.
12.3.1- In the case of a
vacancy of one or more members of the Board due to resignation, civil or
criminal disqualification or death, the Governing Board
may co-opt to cover the
vacant post which shall last until the
next Annual General Assembly Meeting to be held after the change. If a Board
member fails to attend Board Meetings (without good cause) for a period of six
months, he shall cease to be a member of the Board.
12.4 - Members
standing for election must be proposed by at least five full members two weeks
before the Annual Assembly Meeting. The Governing
Board summoning and managing an election must send voting forms to all full
members in good time and all candidacies must receive equal treatment from the
Board, which shall present them to the General Assembly Meeting. Voting shall always be secret, members being allowed to vote for
or against anyone standing unopposed for office.
12.5 - The members of the Board Board members may delegate their functions to another
member of the Board for a reasonable period and always for good cause.
12.6 - Calling meetings
12.6.1 - The President Chairman shall call Board meetings at a
minimum notice of 3 days, and shall fix
the date, place, time and the agenda. One third of Board members may ask the
Chairman to call a meeting and the President Chairman shall make this call within five days. One
third of members may ask the President
Chairman to include
an item on the agenda up to 48 hours before the meeting.
12.6.2 - Quorum
- The Board shall have a quorum if at least half its members are present.
The Board shall have a valid quorum with no previous call if all members are
present and decide to hold a meeting. If a quorum is not achieved for three
successive calls, the Board shall cease to operate and the General Assembly
shall be summoned to elect a new Governing
Board.
12.7 - Decisions
- Board decisions shall be taken by majority, the President Chairman having the casting vote. - Every
decision of the Governing Board shall be entered in the minutes to
be signed by the Secretary and countersigned by the President Chairman. All members have the right to ask for
and obtain a total or partial copy of the Minutes of the Governing Board. These
copies shall be certified by the Secretary.
12.8 - If a Board
member votes against an agreement, he may ask in the same meeting that his vote
be recorded in
the Minutes. And he may ask for this to be recorded in a marginal note in the Register.
12.9 - Executive Committee - Thiscomprises
members of the Governing Board entrusted with carrying out the day to day running of the
Club, as approved by the Governing Board.
12.9 10 - No member of the Governing Board shall receive any payment for the
exercise of his office.
Art. 13 - LIABILITY