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STATUTES FOR THE CLUB
INTERNACIONAL D'ANDORRA
Art.1 - INCORPORATION
The CLUB INTERNACIONAL D'ANDORRA is a non-profit-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 association 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 association has its own legal personality and
capacity and is based on democratic
principles.
It is governed by the Law of Associations of 29 December 2000, the Regulations of the Association
Register of 1 August 2001 enacted by Decree
on 1 August 2001, by these Statutes and by agreements
validly taken by its bodies.
MEMBERS
Art. 6 - ADMISSION OF
MEMBERS
The CLUB INTERNACIONAL
D'ANDORRA may be joined by all
those who wish to practise 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 Meeting on a
proposal from Governing Board with
three quarters of the members present at the Meeting being in favour.
6.1.3 - Family members - This category
allows a family group to form part of the Club and join in its activities.
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 appropiate fee to cover the membership dues and postage.
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 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 he belongs.
c) -
Be elected to the governing bodies.
d)
- Be informed of all the Club
activities and take part in them.
e)
- Be informed of the running of the
Club 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
note
of this impugning in the Minutes.
j) -
Any member has the right to ask for and
obtain 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 Clubby means 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.
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 be collected by direct debit but must be
presented to the members in the form of a detailed invoice., clearly stating
the reason for these expenses. If these additional expenses do not figure in
the budget approved by the previous Annual General Meeting, then they must
first be approved by an Extraordinary Meeting of members.
Art. 10 - DISCIPLINARY
SYSTEM
10.1
- The following shall be considered serious offences:
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 behaviour may have given the Club a bad image.
10.2 - These offences 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 behaviour 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 appropiate to his defence.
THE ASSOCIATION'S BODIES
The bodies of the CLUB
INTERNACIONAL D'ANDORRA are: The
General Assembly of Members, the Governing Board, the
Executive
Commitee and the 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 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 appropiate 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 co-operation 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 members. 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
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 their vote to another member 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.
Decisions taken shall be recorded in Minutes to be signed by the Secretary and
countersigned by the 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 - 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:
Chairman, Secretary, General Administrator, Treasurer and up to 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 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 - Co-ordinate 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 meetings to be summoned by the 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 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 re-election.
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 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 General Meeting. The
Governing Board summoning and managing an election must send voting forms to
all full members in good time and all canditacies must receive equal treatment
from the Board, which shall present them to the General Meeting. Voting shall
always be secret, members being allowed to vote for or against anyone standing
unopposed for office.
12.5 - The 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 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 Chairman shall make this call within five days. One
third of members may ask the 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 prebious 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 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 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 - This comprises members of the Governing
Board entrusted with carrying out the day to day running of the Club, as approved by the Governing Board.
12.10 - No member of the Governing Board - nor of the
Executive Committee - shall receive any payment for the exercise of his office.
Art. 13 - LIABILITY
13.1
- The Club is liable for its actions and omissions with all its possessions and
rights, present and future.
13.2 - Members of the Governing Board are answerable to
the Club, members and third parties, for their actions in the exercise of their
office which may be against the Law or Statutes and for damage caused by fraud
or negligence.
13.3 - Board members are jointly liable for the
actions decided upon as a body unless one or more members have had their
opposition to the decision recorded in
the Minutes. They are likewise jointly liable if the action or omission giving
rise to it may not be individually and exclusively imputed to one or more of
them.
Art. 14 - THE CHAIRMAN
14.1 - The Governing Board shall elect the Chairman
who shall be one of its members.
14.2 - Powers
of the Chairman - The Chairman shall have the following attributions:
14.2.1 - To represent the Club.
14.2.2 -
To call and chair Board meetings - whether called by him or at the request
of a third of
the
Board members - and fix the agenda, place, date and time of the meeting.
14.2.3 -
All powers assigned by the present Statutes and not compulsorily assigned
by Law to
other Club bodies.
Art. 15 - SYSTEM OF
FINANCES AND ASSETS
15.1 - The financial resources of the Club are the
annual membership fees fixed by the previous Governing Board after the
agreement of the General Assembly which members shall pay. The publication of
the quarterly magazine INTERCOMM shall be covered as far as possible - by the
revenue obtained from the advertisements in it.
15.2
- The assets of the Club are as follows:-
One photocopier.
The bank accounts
in the Escaldes and La Massana branches of Banc Crèdit Andorrà.
Art. 16 - ACTIVITY
GROUPS
16.1 - Within the Club Activity Groups may be created
with well defined objectives, whether by the internal running of the Club
(information, recruitment and admission, programs, public relations, etc.) or
by external activities aimed at achieving the Club's objectives (social,
cultural, etc.).
16.2 - Activity Groups shall be set up by a decision
of the Governing Board which shall allot them a specific area of responsibility
and approve the members to run them.
16.3 - Any Group deciding to leave the Club,
shall repay any the financial help
obtained from the Club during the previous five years.
Art. 17.- DISSOLUTION
17.1 - The Association shall be dissolved if this is
decided by the Extraordinary Assembly called for this purpose.
17.2 - If there are less than three members left. In
this case, the Chairman shall bring the Association Register the Membership
Book updated and certify under his responsibility that it is truthful.
17.3
- If the social aim of the Club has been exhausted or if it has become
impossible to fulfil the aim for which it was incorporated.
17.4 By
firm judicial sentence, as provided for by the Criminal Code.
17.5 If the reason for dissolution is not envisaged
in the Statutes, one tenth of full members may require the Governing Board to
call (an Assembly) and the Board shall carry this out within at most 30 days. The Assembly shall specifically decide on
the question of dissolution.
Art. 18 - LIQUIDATION
18.1 - Once dissolution has been decided, the
Governing Board or persons appointed by the Assembly or by the judicial
Authority shall form a Commission of Liquidation. From the moment of their
appointment, the liquidators shall administer the Club.
18.2 - In order to liquidate the association, the
liquidators shall:
18.2.1 -
Collect all payments due.
18.2.2 -
Watch over association's assets and manage them carefully until liquidation.
18.2.3 -
Liquidate the assets and cover any debts owing.
18.2.4 -
(Perform) all liquidating operations required to successfully wind up the
association.
18.2.5 -
Deliver all remaining assets or cash to
Andorran charities. In no case shall it be
permitted to share these out among members or assign them to persons or
organizations engaged in profit making.
18.2.6
Request the cancellation of the Club by the Register of Associations.
CLUB INTERNACIONAL DANDORRA
CLUB RULES
(SUPPLEMENTARY TO THE STATUTES)