Statutes of the Association of Federations and Associations of Businesswomen of the Mediterranean. AFAEMME

Heading I –General Arrangements

Article 1. – Legal Capacity, Management and Duration
  1. The Association, named “Association of Federations and Associations of Businesswomen of the Mediterranean”, from hereon referred to as AFAEMME, is a coordinator of non-profit organisations, with its legal capacity, constituted for an unlimited period of time, protected by article 22 of the Spanish Constitution and the Organic Law 1/2002, of March 22nd, 2002, regarding rights of association and its statutes.
  2. For the fulfilment of its objectives, the Association has its own and complete legal identity and capacity and therefore may possess, record or transfer assets and exercise all types of functions and contracts, exercise rights and actions or exhibit the collective representation to all private and public organisms, Official Chambers, Confederations, Federations, Unions and Associations of professional circles superior to its own, Professional Colleges and Companies or entities of whichever nature.
  3. The organization, its functions and the legal regime of AFAEMME are in line with the democratic principles.
Article 2. – Duration

    AFAEMME is constituted for an unlimited period of time.

      Article 3. – Address and Territory

      AFAEMME is established in C/ Provenza, 301, local, Barcelona, Spain. This office may be transferred to any other place if it is decided by the General Assembly.

      AFAEMME, with the agreement of the Board of Directors, may open, change or close its offices or delegations in any country it considers convenient.

      The working area of AFAEMME is the countries, autonomous communities or regions politically determined and with a differentiated territory in all the Mediterranean Basin. This also includes those Associations or Entities of Businesswomen of a non-profit nature, connected with the work and activities of AFAEMME.

      Article 4. – Official Languages

      The official languages of AFAEMME are Spanish and English.

      Article 5. – Objectives

      The basic objective of AFAEMME is to brig together the Associations and Federations of Businesswomen and Women Executives, established in the Mediterranean Basin, and to represent them in their desire to promote and coordinate their activities to achieve their common objectives, tending to:

      1. Contribute to the cultural development of Businesswomen and women in general, and help in their complete training, making them aware of their responsibilities to achieve that a larger number of women are able to carry out, in every respect, the role concerning them.
      2. Promote labour equality and improve the conditions for women in their socio-economic, technical and professional lives, eliminating all forms of discrimination.
      3. Promote the development of relations among Mediterranean businesswomen, to maintain a permanent proximity between them and, specifically, within the frame of International Treaties and with the countries that belong to the Associations and Federations of AFAEMME.
      4. Coordinate and unite the individual efforts of the different and dispersed Associations and Federations of Mediterranean businesswomen, which are connected to advancement and progress, promoting common activities and projects that multiply the day-to-day activities and specific tasks, overcoming isolation and strengthening solidarity.
      5. Promote, between the Associations and Federations, opportunities that allow them to receive training in leadership, and support those already in such position so that they are able to collaborate, with effectiveness, in different activities of society.
      6. Exercise influence on public opinion, through events, campaigns and presentations to the authorities, with the objective of perfecting the legal, social and professional conditions of women.
      7. International cooperation for development, directed to the integration of the principles of equal opportunities of men and women.
      Article 6. - Activities

      For the fulfilment of the objectives outlined in Article 5, AFAEMME will develop the following activities:

      1. Favour the creation of structures which broaden the role of women in development, by improving their life condition and the supply of means to fully participate in activities of production and community development, removing the obstacles that difficult their complete economic, political and social integration.
      2. Develop investigations that deepen the socio-professional profile of businesswomen and women executives and analyze their professional careers, in order to achieve more effective solutions to their problems.

      These investigations should demonstrate, as well, the profitability of female business activities for the creation of new employment.

      1. Carrying out action plans that promote the development and professional career of women and favour the orientation of training towards better preparation in business and commercial techniques, as well as new productive activities.
      2. Support the work of members Associations and Federations by establishing services of common or specific interest, required to complete their tasks in the better conditions.
      3. Promote the creation of new Associations and Federations and their integration into AFAEMME, supporting unity and solidarity within themselves and strengthening, at the same time, relations with non-federated Associations, finding common topics and lines of action in terms of specific objectives, which coincide with those of the Association.
      4. Support all those actions and programmes from public and private sector institutions that encourage the complete incorporation of women in society.
      5. Represent and manage, in their general and common aspects, the interests trusted to the Associations and Federations of AFAEMME, in all levels, either being administrative or of decision-making, on the socio-economic and cultural planes.
      6. Establish, maintain and promote relations with international bodies.
      7. Favour collective negotiation among its members, as well as advise in social dialogue and institutional participation.
      8. Hold, among all or some of its members, congresses, seminars, round tables, meetings, technical seminars and promotional campaigns related to economic or social themes, or other related topics.
      9. Promote agreements and treaties that serve the purpose of AFAEMME.
      10. Facilitate the reciprocal use of services offer by each and every one of the members within themselves, as well as the access to all information which might be useful for the fulfilment of AFAEMME’s objectives.
      11. Other activities related to the work and objectives of AFAEMME.

      Heading II – Incorporation, General Organisms

      Chapter 1: Members

      Article 7 – Modality

      There shall be three types of membership: full members, supporters or honorary members.

      Article 8 - Requisites

      Full Members: Membership can be acquired, becoming a full member by all the Businesswomen and Women Entrepreneurs Associations and Federations legally constituted, whose interests in the business and executive world coincide with those of AFAEMME and belong to their area of work and comply with the following requirements:

      1. Legal capacity in country of origin.
      2. Identification of their purposes and objectives with those of AFAEMME.
      3. Belonging to countries of the area embraced by AFAEMME.
      4. Solicit investment, accompany proceedings, and declare the principles and activities of the Association or Federation.
      5. Acceptance by the majority of AFAEMME.
      Article 9 – Responsibility for National and International Relations

      The member entities of a country will elect a person who will be responsible of coordinating relations among them.

      The Board of Directors of AFAEMME will designate a responsible that will coordinate the international relations among all member states.

      Article 10 – Supporters and Honorary Members

      Non-voting members shall be those entities who do not fulfil the requirements establish in article 8, as well as the Entities, Foundations, Institutes and Commissions set up according to requirements a) b) c) and e) established in Article 8, who have requested their incorporation presenting their founding documents, declarations of principles and the activities of their Organisation.

      Honorary members are the people or organizations that have distinguished themselves in a particular or special way by their work for the benefit of AFAEMME. They will have to be approved by secret ballot in the corresponding Ordinary General Assembly.

      Article 11 – Rights of Members

      The entities which compose AFAEMME have the right to:

      I – Full Members:

      1. Have voice and vote in Assemblies and Commissions.
      2. Enjoy the benefits and advantages derived from their connection to AFAEMME.
      3. Propose initiatives and suggestions that they consider suitable.
      4. Access to the services offered by AFAEMME and request official support for work that requires it.

      II – Non -Voting Members:

      1. Voice in the Assemblies and Commissions.
      2. Propose initiatives.
      Article 12 – Duties

      1. The duties of all members, full and supporting, are the following:

      1. To fulfil and make fulfil, the present Statutes and the Regulations therefore dictated.
      2. To defray the economic workload of AFAEMME in the proportion that corresponds to them. In case of not being up dated with payments, members will not have the right to vote in the Assembly.

      2. Membership of AFAEMME will cease in the following cases:

      1. Voluntary resignation, presented in writing, with obligation of being up dated with payments of their social fees.
      2. Failure to pay for a period of two semesters.
      3. Failure to attend the Ordinary General Assembly, two consecutives times or four non-consecutive times.
      4. By agreement of the General Assembly, when acting in a way that is contrary to the interests of AFAEMME.

      Chapter 2: Organisms

      Article 13 – Organisms of Government

      The organisms of government and administration are the following:

            1. The Assembly
            2. The Board of Directors

      Sections A – The Assembly

      Article 14 – General Assembly

      The General Assembly, which must meet at least once a year, is the Supreme Organ of AFAEMME. The General Assembly has the following duties:

      1. To adopt resolutions agreed by the full members.
      2. To ratify actions which that due to their urgency, have not been able to wait to the celebration of the Assembly.
      Article 15 – Convocation of the General Assembly

      The Ordinary Assembly will be announced by the President with, at least, two months’ notice, except when issues of major importance or justified urgency, arise.

      Article 16 – Order of the Day

      The order of the day of Ordinary Assemblies will be constituted by all those topics and issues proposed by full members, with a minimum notice of 45 days prior to the date of the meeting.

      The following subjects will form part of the order of the day:

      1. Lecture and approbation, if it complies, of the Minute of the previous Assembly.
      2. Election of the Board of Directors, when appropriate.
      3. Reports and financial statements with their analysis.
      4. Designation of the place and date of the next Ordinary General Assembly.
      5. Revision and setting-up of the fees to be paid in the following year.
      6. Approval of the annual budget.
      Article 17 – Quorum

      The Ordinary General Assembly will be considered legally constituted, in the first call, when half of the members, plus one, are present or represented. The Ordinary General Assembly will be allowed to be celebrated in the second call whatever the number of members present or represented.

      The resolutions will be adopted with the vote of the majority of voters present and/or represented by proxy.

      In the case of an equal number of votes, the quality vote of the President will decide.

      Article 18 – Convocation of the Extraordinary Assembly

      The Assembly will be able to be convened in Extraordinary conditions when:

      1. An Ordinary Assembly agrees to it.
      2. The Board of Directors agrees to it for reasons of urgency.
      3. A third part of the full members request it, in writing.

      The announcement will indicate the place and date of the meeting and the order of the day.

      Article 19 – Constitution and Quorum of the Extraordinary Assembly

      The Extraordinary General Assembly will be considered constituted when two thirds of its members are present or represented, in the first call. In the second call, it may be any number of members, present or represented.

      The agreement will be adopted by the majority of votes expressed by secret or nominal ballot, according to previous resolution, except in those cases when, fulfilling the present Statutes, a special Quorum is required.

      Sections B: Board of Directors

      Article 20 – Composition and Election of the Board of Directors Members

      The Administrative Organ of AFAEMME is the Board of Directors, which will be represented in person by its President or by a member delegated by the President, and it will oversee the legal representation of AFAEMME, the fulfilment of the Statutes, Regulations and Agreements of the General Assemblies. The Board of Directors will be made up of a minimum of five members and a maximum of twenty. These will be elected by an open and secret vote.

      To be a member of the Board of Directors, subject to what is established in the present Statutes, the person must be of age, be in full use of their civil rights and not be outside of the Law.

      The election of the Board of Directors members will take place in the General Assembly, allowing non-present members to cast their vote by proxy.

      The Board of Directors will elect, from among its members, a President, Vice-Presidents, a Treasurer and Vocals. To be President and Vice-President it is necessary to have been member of the Organisation for at least five years.

      The General Secretary will also belong to the Board of Directors and will be elected by the Board based on a proposal of the President, being a remunerated position.

      Every member of the Board of Directors will be responsible for their own work, with the Board of Directors being accountable to the Assembly.

      Article 21 – Convocation of the Board of Directors

      The Board of Directors must be called fifteen days prior to the date fixed for the meeting, providing with the call, the matters and issues which will form part of the order of the day, meeting at least once a year. It will meet in Extraordinary sessions when the President sees fit.

      In order for the Board of Directors to be validly constituted, it is necessary that among those present and represented, half plus one of its members be present, in addition to the President or her delegated substitute. The agreements of the Board of Directors will be adopted by simple majority, and in the case of an equal number of votes, the quality vote of the President will decide.

      Article 22 – Duration and Ceasing of the Members of the Board of Directors

      The mandate of the members of the Board of Directors will be four years, starting from the date the members are selected, being free to be re-elected for successive periods.

      The following will cause the ceasing of the members of the Board of Directors prior to the natural regulatory period:

      1. Voluntary resignation, presented in writing, with motives explained.
      2. Failure to attend the meetings of the Board of Directors two consecutive times or four non-consecutive times.
      3. By agreement of the General Assembly when they act in a way contrary to the interests of AFAEMME.

      The vacancies produced in the Board of Directors will be covered in the first General Assembly to be held. However, the Board of Directors will be able to fill these positions provisionally and until the following General Assembly.

      Article 23 - Faculties of the Board of Directors
      1. To hold and exercise the representation of AFAEMME, execute and comply the agreements made by the General Assembly recognized by the Law.
      2. To carry out and administrate the activities of AFAEMME necessary for exercising and achieving its goals.
      3. To propose, at the Assembly; programmes of action, general and specific, and to carry out those already approved.
      4. To propose, at the General Assembly, the setting-up of fees that the members of the Association will have to pay.
      5. To choose from within its components, a President, Vice-Presidents, a General Secretary and Vocals.
      6. To call the General Assembly and ensure that the agreements made are complied with.
      7. To present the balance and account statement of each year, at the Assembly, and prepare the budget for the following year.
      8. To prepare the annual report of activities and submit it for the approval of the General Assembly.
      9. To supervise the accountancy.
      10. To resolve, provisionally, any issue not covered in the present Statutes, bringing it to attention in the first General Assembly.
      11. Any other function necessary for the purpose of achieving AFAEMME’s objectives not reserved to the General Assembly.

      The Board of Directors will be the permanent organ between Assemblies and will have the power of making as many agreements as it sees fit for the application of these Statutes, presenting them on the following Assembly for their ratification.

      Article 24 – The President

      The President of the Association exercises the role of President of Assembly and of the Board of Directors and is responsible for the execution of the agreements, namely, those of:

      1. Management and legal representation of the Association in court and outside, in front of any Organism, Authorities, Corporations, Entities and Individuals, and will also be able to pass on the powers of representation of AFAEMME to a chosen lawyer or procurer.
      2. Signing of contracts of AFAEMME.
      3. Employment and dismissal of employees of AFAEMME.
      4. Opening, operating and cancelation of current accounts and credit facilities in all classes of financial entities, signing checks and other documents, making and receiving payments of any nature and of any quantity, as well as making effective any grant issued by the Government, Autonomic, Judicial and Municipal entities.
      5. In general, working in the name of AFAEMME in all actions and contracts of the same, of a civil, mercantile, labour or administrative nature.
      6. The Presidency and the chairing of debates, both of the General Assembly as of the Board of Directors.
      7. The casting of a decisive quality vote in the case of equal voting.
      8. Establishing the convocation of the General Assembly and of the Board of Directors.
      9. Approving the acts and the certificates put together by the Secretary of AFAEMME.
      10. The remaining attributes typical of its post and those delegated by the General Assembly and the Board of Directors.

      The members of the Board of Directors will choose the President and her mandate will last a period of four years, with the possibility of being re-elected. In the case of her absence, she will be substituted by any of the Vice-Presidents, designated by the President.

      In the case that the President of an Association or Federation, who is the President of AFAEMME, ceases to carry out her role in this entity, she will not cease to be President of AFAEMME until the completion of her term, being able to be re-elected, even though she does not longer belong to the Board of Directors of the Federation or Association to which she belong to.

      Article 25 – Vice-Presidents

      The Vice-Presidents of AFAEMME will especially assist the President, in all responsibilities and will substitute her temporary or definite absences.

      Article 26 – General Secretary

      The General Secretary is the person technically responsible for AFAEMME.

      The functions of the General Secretary are:

      1. To write the minutes of the General Assemblies and of the Board of Directors in the corresponding book, signing it together with the President.
      2. To write all the official correspondence related to the work of AFAEMME, as well as the respective documentation, signing it together with the President.
      3. To send summons for the holding of Assemblies and the Board of Directors in accordance with the law and by instruction of the President.
      4. To keep the registry of the Associations and Federations’ members, in collaboration with the Treasurer.
      5. To send copies of the Minutes of Assemblies and Board of Directors of the Associations and Federations
      6. To certify agreements made by the General assembly and the Board of Directors, at the Proposal of the President.

      The naming of the General Secretary and its removal corresponds to the Board of Directors, at the proposal of the President.

      Article 27 - Treasurer

      The Board of Directors will choose the Treasurer of AFAEMME.

      The following are the functions of the Treasurer:

      1. To control the movements of the funds of AFAEMME.
      2. To keep the accountancy books and additional information for each year.
      3. To present to the Board of Directors reports it may periodically ask for, as well as the financial statement of each year, for its presentation to the corresponding Assembly.
      4. To respond, at the Assembly, about the financial management of the year.
      5. To see that all economic activity complies with the fiscal obligations that may affect AFAEMME.

      Heading III – Economic Regime

      Article 28 – Initial Patrimony

      AFAEMME does not have initial patrimony.

      Article 29 – Economic Resources

      The patrimony of AFAEMME for the carrying out of its work will be constituted by:

      1. The fees and extraordinary contributions of its members.
      2. The subsidies and contributions that it may receive from other institutions and public and private organizations.
      3. Donations, inheritances and legacies.
      4. The profit produced by its own assets.
      5. Other investments it may receive.

      All members of AFAEMME are obliged to pay their fees on time, by means of membership fees or payments, of the form and proportion determined by the General Assembly at the proposal of the Board of Directors.

      The General assembly will be able to establish entry fees, periodical fees and extraordinary fees.

      Article 30 – Bank address

      The funds of AFAEMME will be situated in a banking establishment of the city of residence of the President, who will also authorize the opening of bank accounts in the cities of residence of the General Secretary and the Treasurer for the funding of specific events.

      Article 31 – Budgeting

      The budget of AFAEMME, which must be approved by the General Assembly, will span between January, 1st and December, 31st (inclusive) of the same year.

      Heading IV – Fusion and Dissolution

      Article 32 – Dissolution. Quorum

      The dissolution or the fusion with another entity of AFAEMME will be agreed to by the Extraordinary General Assembly and will need a majority of two thirds of the votes of the members present or represented.

      The cases for dissolution will be:

      1. By agreement of the General Assembly, adopted with the requisites and the majority established for the modification of Statutes.
      2. By the clear impossibility of achieving its goals.
      Article 33 - Liquidation

      A Liquidators Commission, designated in the Extraordinary Assembly, will carry out the liquidation of AFAEMME which can itself, establish directives that must be complied with. The Commission will deliver the assets to a Beneficiary Institution or non-profit Organization, with work of a nature similar to that of AFAEMME.

      Heading V – Modification of Statute

      Article 34 – Proceedings

      The modification of the Statutes will be approved only by a General Assembly and/or an Extraordinary General Assembly, specifically convoked for this purpose. The convocation of this Assembly must contain the Article or Articles to be modified, as well as the modifications proposed. The approval will be determined by a majority of two thirds of the votes present or represented.

      Heading VI – Transitory and Final Disposition

      Article 35 – Transitory Disposition

      The requisites established in Article 21 will not be valid for the first election.

      Article 36 – First Final Disposition. Internal Regulation and Planning

      Within the frame of these Statutes, an Internal Regulation Regimen can be produced, which develops the matters contained in them, being its observance obligatory.

      Article 37 – Second Final Disposition

      The application and interpretation of these Statutes will correspond to the Assembly. The Board of Directors, constituted in the Ethics Committee, will decide all litigation derived from these Statutes or from relations among its members.

      Article 38 – Third Final Disposition

      Anything that is not foreseen in these Statutes will be ruled by the current Organic Law 1/2002, of March 22nd, that regulates the right of association and its complementary dispositions.

      PROCEEDINGS to put on record that the present Statutes gather the modifications agreed upon in the General and Ordinary Assembly of September 18th, 2008