Statutes
Statutes

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


Heading II – Incorporation, General Organisms

Chapter 1: Members

Article 7 – Modality

The members of AFAEMME can be full members, supporters or honorary members.

Article 8 - Requisites

All legally constituted Associations and Federations, which have interests in the business and executive world which coincide with those of AFAEMME and belong to their area of work, can acquire member status provided they comply with the following requisites:

  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, which is 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 take responsibility and coordinate relations among them.

The Joint Directive of AFAEMME will designate a person to be responsible for, and to coordinate, international relations among all member states.

Article 10 – Supporters and Honorary Members

Those entities, which do not fulfill some of the prerequisites outlined in Article 8, will be "members by association" (supporting members). Also, those whose application for membership as a full member has, as yet, not been resolved by the Assembly.

Honorary members are those people or organisms, which have distinguished themselves, in a particular or special way, in their work for the good of AFAEMME. They will need to be approved in a secret vote in the corresponding Ordinary General Assembly.

Article 11 – Rights of Component Entities

The entities, which compose AFAEMME, have the right to:

I – Full Members:

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

II – supporting Members:

  1. Voice in the Assemblies and Commissions.
  2. Propose initiatives.

Article 12 – Duties

1. The duties of all members, full and supporting, are as follows:

    1. To complete and make complete, the present Statutes and Regulations dictated.
    2. To assist the economic workload of AFAEMME in the proportion that corresponds to them.

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

    1. Voluntary renunciation, presented in writing, with obligation to pay in full, their social fees.
    2. Failure to pay for a period of two terms.
    3. Failure to attend the Ordinary General Assembly, two times consecutively or four times non-consecutively.
    4. By agreement with 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 Joint Directive

Section 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 following correspond to it:

  1. To adopt the resolutions to which the full members agree.
  2. To ratify those actions which, due to their urgency, have not been able to wait for covering by the Assembly.

Article 15 – Convocation

The convocation of the Ordinary Assembly will be given by the President with, at least, one month 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 made up of all those themes and issues proposed by full members, with a minimum notice of 15 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 with the Act of the previous Assembly.
  2. Election of the Joint Directive, when appropriate.
  3. Reports and financial reports jointly, with analysis of the same.
  4. Designation of place and date of the next Ordinary General Assembly.
  5. Revision and setting of the fees to be paid in the next year.
  6. Appropriation of an annual budget.

Article 17 – Quorum

The Ordinary General Assembly will be considered legally constituted, in the first notification of the meeting, when half plus one of the total members are present or represented, enabling in the second convocation, whatever the number may be of those present or represented.

The resolutions will be adopted with the vote conforming to the majority of the 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 – Extraordinary Assembly Convocation

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

    1. An Ordinary Assembly agrees to it.
    2. The Joint Directives agree to it, for reasons of urgency.
    3. A third of the full members solicit it, in writing.

In the convocation, will be indicated the place, time and date of the meeting and its order of the day.

Article 19 – Constitution and Quorum of Extraordinary Assembly

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

The majority of expressed votes will adopt the agreement, be it by secret or normal vote, according to previous resolution, except in those cases where present Statutes require a special Quorum.

 

Section B: Joint Directive

Article 20 – Composition and Election of the Joint Directive Members

The Organ of Administration of AFAEMME is the Joint Directive, which will be represented in person by its President or by the delegated member, and it will oversee the fulfilment of the Statutes, Regulations and agreements of the General Assemblies. The Joint Directive will be made up of a minimum of five members and a maximum of twenty. These will be elected by open and secret vote.

To be a member of the Joint Directive, subject to the establishments in the present Statutes, a person must be of age, be in full use of their civil rights and not be outside of the Law.

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

To be President and Vice President it is necessary to have been a member of the Organisation for at least five years.

The General Secretary belongs, in this way, to the Joint Directive, and will be elected by the Joint Directive at the proposal of the President.

Every member of the Joint Directive will be responsible for their own work, with the Joint Directive being answerable to the Assembly.

Article 21 – Convocation of the Joint Directive

The Joint Directive must give fifteen days notice of the date fixed for the meeting, providing with the convocation, the matters and issues which will form the order of the day, and it will meet at least once a year. It will meet in Extraordinary sessions when the President sees fit.

N order that the Joint Directive may remain validly constituted, it is necessary that among those present and represented half plus one of its members be in attendance in addition to the President or her delegated substitute. The agreements of the Joint Directive will be adopted by the majority vote with the President making the final decision in case of equal voting.

Article 22 – Duration and Ceasing of Joint Directive Members

The mandate of the Joint Directive membership will be four years, starting from the date the members are selected, and they are free to be re-elected for successive periods.

The following will cause the ceasing of membership of the Joint Directive prior to the natural regulatory period:

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

The vacancies produced in the Joint Directive will be covered in the first General Assembly held. However, the Joint Directive will be able to fill these positions provisionally and until the next General Assembly.

Article 23 - Faculties of the Joint Directive

  1. To exhibit and exercise the representation of AFAEMME, exercise and comply with the agreements made by the General Assembly.
  2. To carry out and manage the activities of AFAEMME necessary for the performance and achievement of its goals.
  3. To propose, at the Assembly; programmes of action, general and specific, and to carry out those already in action.
  4. To propose, at the general Assembly, the setting of fees that the members of the Association will have to pay.
  5. To choose from within its components, a President, a Vice-President, a General Secretary and voices.
  6. To call the General Assembly and ensure that the agreements made are complied with.
  7. To present the balance and condition of accounts of teach year, at the Assembly, and prepare the budgets for the following year.
  8. To sum up the annual activity and submit it for the approval of the General Assembly.
  9. To inspect the accounts.
  10. To resolve, provisionally, any issue not covered in present Statutes, bringing it to the attention of the committee in the first General Assembly.
  11. Any other function necessary for the purpose of achieving AFAEMME's objectives, not reserved for the General Assembly

The Joint Directive will be the permanent organ among Assemblies and will have the power to make as many agreements as it sees fit, for the application of these Statutes and must carry them on to the next assembly for authentication.

Article 24 – The President

The President of the Association exercises the role of President of Assembly and of the Joint Directive and she will be responsible for the execution of the agreements. Namely, those of:

  1. Management and legal representation of the Association in court and to any Organisms, Authorities, Corporations, Entities and Individuals and also will 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 canceling of current accounts and credit facilities in all classes of financial entities, signing checks and other documents, making and receiving payment in any name and of any quantity and of any nature.
  5. In general, working in the name of AFAEMME in all actions and contracts of the same, of a civil, mercantile, laboral or administrative nature.
  6. The Presidency and the chairing of debated as much of the General Assembly as of the Joint Directive.
  7. The casting of a decisive quality vote in the case of equal voting.
  8. Establishing the convocation of the General Assembly and the Joint Directive.
  9. Approving the acts and the certificates put together by the Secretary of AFAEMME.
  10. The remaining attributes of the work and those delegated by the General Assembly and the Joint Directive.

The members of the Joint Directive 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.

Article 25 – Vice-Presidents

The Vice-Presidents of AFAEMME will assist especially the President, in al the 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 up the acts of the General Assembly and Joint Directive in the corresponding book, signing it together with the President.
  2. To write up all the official correspondence related to the work of AFAEMME, and also the respective documentation, signing it together with the President.
  3. To send summons for the holding of Assemblies and the Joint Directives in accordance with the law and by instruction of the President.
  4. To look after then register of the Associations’ and Federations’ members, in collaboration with the Treasurer.
  5. To send copies of the Acts of Assembly and Joint Directives of the Associations and Federations
  6. To certify agreements made by the General assembly and Joint Directive, at the Proposal of the President.

The naming of the General Secretary and the removal of the same corresponds to the Joint Directive, at the proposal of the President.

Article 27 - Treasurer

The Joint Directive will choose the Treasurer of AFAEMME.

The following are the functions of the Treasurer:

  1. To control all fund movements of AFAEMME.
  2. To look after the account books and the additional information for each year.
  3. To present to the Joint Directive, reports it may periodically ask for and also the financial accounts of each year, for presentation at the corresponding Assembly.
  4. To take note of the financial tasks of the year at the Assembly.
  5. To see that all economic activity complies with the fiscal obligations that may affect AFAEMME.
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