Articles of Association - Chapter II
The Governing Board
Article 19
The Governing Board will be the Association's executive body. It will comprise a maximum of ten and a minimum of five members, one of which will be the Chair, appointed by the General Meeting for a four-year term, with the possibility of being re-elected once for at most another four years, such that the Chair’s time in office may not exceed two terms or eight years.
The Governing Board will determine the number of its members in the same resolution used to call the General Meeting whose agenda includes the elections to re-elect its directors or replace its vacancies, opening the relevant period to submit candidacies.
The members of the Board will be elected to four-year terms and 50% of them may be re-elected once for a maximum of four more years, such that their time in office may not exceed two terms or eight years.
The Board will elect one or more deputy chairs and a treasurer from among its members.
To be elected Chair or as a member of the Governing Board, the relevant candidates must be the representatives of the individual company or group of companies that belong to the Association and for which the candidacy was submitted.
The secretary of the Board will be the Association's General Secretary, who may speak at meetings but not vote if the secretary is not a member of the Association; otherwise the secretary may both speak and vote like any other member. If there is no General Secretary, the youngest board member will be the Secretary.
Article 20
The Governing Board must meet at least once a quarter and whenever so decided by the Chair or requested by a third of its members.
For the meeting to be quorate, on first call half plus one of its members must be in attendance; on second call, half an hour after the first call, regardless of the number of those in attendance, provided that the Chair is present or, the case being, the Deputy Chair.
All the members of the Governing Board agree to attend its meetings. Failure to attend without accredited cause for three consecutive meetings or more than five meetings over the course of a year will be grounds for dismissal from the Governing Board.
Article 21
Each Board member will be entitled to one vote. Board resolutions must be passed by a majority of the votes cast, with the Chair breaking any ties. These resolutions will be recorded in a minutes book that must be certified, together with any certificates that may be issued, by the Secretary with the approval of the Chair.
Article 22
The Governing Board is responsible for:
a) Directing the Association’s activities and carrying out its economic and administrative management, resolving to enter into the appropriate contracts and acts, and performing any duties delegated to it by the General Meeting
b) Drawing up the Association's annual budgets and submitting them to the General Meeting for approval, and reporting on the previous year’s results
c) Submitting a proposal to the General Meeting on the annual dues members should pay based on the annual budget
d) Calling General Meetings and deciding, in each case, the agenda to be discussed
e) Electing deputy chairs and a treasurer from among its members, who must subsequently be approved by the General Meeting
f) If applicable, appointing the Association's General Secretary with the powers indicated by the Board, which must subsequently be approved by the General Meeting.
g) Proposing the Association’s objectives and plans of action to the General Meeting, and complying with those that were approved, reporting on their performance.
h) Approving the monthly expenditures, in accordance with the budgets approved by the General Meeting.
i) Resolving to admit new members and issue their membership certificates, and to revoke memberships, reporting on these decisions to the General Meeting.
To pass resolutions on admitting new members and revoking others’ membership, the General Meeting must follow the rules under these Articles of Association, most especially its Articles 7 and 10.
j) Acting as the Association's legal representative and exercising its rights and actions in and out of court. These powers may be delegated, along with any others attributed under these Articles of Association and under generally applicable laws, interchangeably to the Chair, to the General Secretary and even to non-members of the Association if necessary.
k) Appointing delegates for certain activities of the Association.
l) Any other duties under its remit, those envisaged in applicable legislation and any others necessary in the Association’s ordinary course of business, provided they are not expressly reserved to the General Meeting, if applicable authorising the persons it considers appropriate to sign the credit and payment documents required for the Association's operations
Article 23
The Association’s Chair (which will be the Chair of the General Meeting and of the Governing Board) will have the following responsibilities: acting as the Association's legal representative before all types of public and private bodies; calling, presiding over and adjourning meetings of the General Meeting and the Governing Board, as well as directing both of their deliberations; ordering payments and signing off on the relevant documents and correspondence; and taking any urgent measures appropriate for the proper running of the Association or that are necessary or appropriate in carrying out its business, although it will subsequently be necessary to report on them to the Governing Board.
Article 24
The first, second and successive deputy chairs or, in their absence, the most senior member of the Governing Board, will carry out the Chair's duties in the event of the Chair’s absence, illness or death.
Article 25
The Secretary will be responsible for directing the Association’s purely administrative tasks, for issuing certificates, for keeping the books required for the Association by law, and for holding its documents, sending out notices on the designation of Governing Boards and the other corporate resolutions that must be recorded at the relevant registries, in addition to complying with the documentation obligations established by law
Article 26
The Treasurer will be responsible for::
a) The custody of the Association's funds, and for recording its collections and payments, reviewing its monthly treasury statement and quarterly balance sheets with their sums and balances..
b) Controlling the cheque books, the supporting documents for receipts and payments and the other accounting records.
c) Supervising the preparation of the draft budgets for revenues and expenses.
If applicable, the Treasurer’s duties may be performed by the Chair or the Secretary, if so resolved by the General Meeting.
Article 27
Members of the Governing Board will have both the typical obligations of their position and those that may arise from any delegations and tasks that the Board may commission them to perform.
Article 28
The Governing Board may, at the proposal of its Chair, designate an Executive Committee from among its members, to which it may delegate some or all of the responsibilities assigned to the Governing Board under Article 20 and the other rules of these Articles of Association. If one is created, the Executive Committee will be subject to the rules set forth for the Governing Board under Articles 18 and 19, meeting at least once a month. While they may become immediately valid and in force, the contents of any resolutions that the Executive Committee may pass must be reported at the next General Meeting.
