MODEL CONSTITUTION OF A VISUAL ARTISTS ASSOCIATION

The text below is a model Statute for a Visual Artists Association of the Autonomous Communities. This is a general model that is based on Article 22 of the Spanish Constitution. Some regions have been equipped with its own legislation on associations and, in those cases, the legal protection can be established under this legislation. It is advisable to consult with an attorney / manager ao / a. You can also go to other local cultural institutions or any of the existing Visual Artists Associations in the Spanish State or the Union of Visual Artists Association.

STATUTE OF (name of association)

TITLE I NAME AND SCHEME OF THE ASSOCIATION

Article 1.

Name and Regime

1. Under Article 22 of the Spanish Constitution is based in (city), and the name of VISUAL ARTISTS ASSOCIATION (name of the Autonomous Community), the Association shall, in accordance with the laws, legal capacity and full capacity to act, lack of profit.

2. The rules of the Association is constituted by these bylaws and agreements validly adopted by its General Assembly and governing bodies within the sphere of their competence. In matters not covered are subject to the provisions of the Organic Law 1/2002 of 22 March on the Right of Association.

TITLE II. OBJECTIVES AND ACTIVITIES OF THE ASSOCIATION

Article 2.

Aims and Activities

1. The aims of this Association:

a) gather in a common legal form the group of visual artists with the aim that through this association to be represented / as against any institution, public or private, and especially to the authorities of the Autonomous Region, County and Municipalities, in order to defend the common interests of all artists.

b) To promote contemporary art.

c) Collaborate with other associations and professionals in the fields of art and culture.

2. Activities To achieve these objectives, the Association will hold cultural, social and training directed at both partners / as well as to society in general.

3. The profits of the partnership derived from economic activities, including services, shall be used exclusively to achieve its objectives, leaving no room in any case its distribution among partners / as or between spouses or persons those who live with / as with a similar relationship, and among his relatives or his free transfer to individuals or corporations with lucrative interest.

TITLE III. ADDRESS AND TERRITORY

Article 3.

Home.

This Association shall have its registered office at (address and city), with your mailing address the same.

Article 4.

Territorial Scope.

The territorial scope of action of the Association is regional, extending to the whole region of (name of the Autonomous Community).

TITLE IV. GOVERNMENT BODIES AND REPRESENTATION

CHAPTER I.

CLASSES AND TITLE

Article 5.

Classes and principles

1. The governing bodies and representative of the Association are:

a) The General Assembly. b) The Board of Directors. 2. The internal organization and functioning of the association shall be democratic, with full respect to pluralism.

CHAPTER II. GENERAL ASSEMBLY

Article 6.

Composition.

The General Assembly is the supreme governing body of the Association and consists of all persons involved.

Article 7.

Classes Sessions.

The meetings of the General Assembly will be ordinary and extraordinary. The Ordinary General Assembly meeting must be held at least once a year, within four months of the year end. Extraordinary General Meetings shall be held when circumstances warrant, the Chairman's opinion, when the Directive as agreed, or when proposed writing a tenth of the partners / as.

Article 8.

Convocation.

Notices of General Meetings shall be in writing stating the place, date and time of the meeting and the agenda with concrete expression of the issues under discussion. Between the call and the day appointed for holding the Assembly at the first call must mediate at least fifteen days, and may also be stated if appropriate the date and time that the Assembly will meet on second call, but between them to mediate within less than half an hour.

Article 9.

Quorum and voting

1. General Assemblies, both ordinary and extraordinary, shall be validly constituted in first call when her third of the members with voting rights, and on second call regardless of the number of members voting. Will be needed in any case the presence of President / and Secretary / a, or the persons legally in place of.

2. Resolutions are taken by simple majority of those present or represented when the yeas outweigh the negative, not being eligible for this purpose the blank votes or abstentions. You will need a qualified majority of those present or represented, that will result when the affirmative votes exceeding half of these, for: Appointment of Governing Boards and Administrators. Agreement to form a Federation of Associations or integrated into them. Disposals of assets comprising the assets. Amendment of bylaws. Dissolution of the entity. Agreement on remuneration of members of representative bodies.

Article 10.

Competencies

1. Jurisdiction of the Ordinary General Meeting the following matters:

a) Approve, where appropriate, the management of the Board.

b) Review and approve the annual accounts.

c) decide on the approval of the annual inventory of movable and immovable property which detailed assessment will be made by the member of the Board previously appointed by the latter.

d) To approve or reject the proposals of the Board of Directors in order to the activities of the Association.

e) Agree that the costs to be met with extra fees and establishment as well as those of ordinary shares, determining the amount of these and their frequency.

g) Any other non-exclusive jurisdiction of the Special Assembly.

2. Corresponds to the Extraordinary General Meeting:

a) Appointment and revocation of members of the Board.

b) Amendment of the Constitution.

c) Dissolution of the Association and, where applicable, appointment of liquidators.

d) Expulsion of partner / as a proposal from the Board.

e) Establishment of Federations or integrate them.

f) Application for a declaration of public utility.

Article 11.

Enforceability of agreements.

The agreements adopted under the previous rules will force associated with, even to non-attendees, taking a minute book to sign the / the President / a and the / Secretary / a. May cause low:

a) By voluntary resignation communicated in writing to the Board.

b) Breach of the obligations that had been entrusted.

c) On expiry of the mandate.

CHAPTER III. BOARD OF DIRECTORS

Article 12.

Composition.

The Board shall consist of ten members at least twenty-five at most. To be elected to the same condition will require the partner / a Number of the Association and be current in payment of dues.

Article 13.

Election of officers.

The components of the Board shall be elected by the General Assembly. The term of office of the Board is of years and may stand for reelection as many times as they see fit, except for the / the President / to and / Vice President / a, which can only stay in office for a maximum of years. If there is downward one or more members of the Board before the expiration of its mandate, the Board itself, a proposal from any of its members, appoint substitutes that meet all the statutory requirements to be eligible. Such designation shall be subject to endorsement by the first General Assembly Meeting to be held, acquired since that time the elected status. In the event of the resignation or removal simultaneously, at least half plus one of the elected members of the Board, that, unable to leave his position, will become Managing Board, and will have primary mission is to convene at the earliest possible to General Assembly for the election of a new Board. Also proceed likewise if the period between two Ordinary General Assemblies occur the resignation or removal successive equal number of members of the Board. The convening of the General Assembly on to be elected new Board will take place with at least thirty days before the date of holding the same, setting a deadline of fifteen days from the date of publication of the call for nominations, which must be in writing with the Secretariat of the Association. Should not present any candidate in the list, or the General Assembly may choose individually those who wish to join the Board. If the number of people who are less than or equal to twenty-five, all of which will be considered elected. If instead the number of these people is greater than twenty-five will proceed to a vote by those attending the General Assembly. In the event that could not be reached this number of members of the Board following the occurrence of a tie between candidates Lowest Score will be declared elected him or them that they have greater seniority in the Association and if still tied, the most age.

Article 14.

Sessions.

The Board shall hold a meeting at the discretion of the / the President / at own initiative or at the request of a third of its members. Be constituted when half plus one assist its members and that their agreements are valid should be taken by majority vote. In case of a tie vote / the President / to be of quality. When the Board deems appropriate for the nature of matter to be discussed at the meeting, may be invited to take part in its deliberations and qualified advisers, but not vote, professionals or specialists to clarify specific issues listed in the agenda . Sessions Minutes he / Secretary / a, with the approval of / the President / and from the General Assembly, and reflected in the minutes.

Article 15.

Roles and Responsibilities

The competence of the Board:

a) adopt agreements concerning the representation, management and protection of the interests of the Association and its partners / as.

b) approve the programs and action plans.

c) To elect and revoke the mandate of the members of the Executive Committee and the Chair of the Association.

d) Approve the establishment of Land Boards.

e) Understand the management of the Executive Committee.

f) Establish fees associated persons in accordance with the proposals made by the Executive Committee.

g) Approve budgets and financial statements.

h) To adopt and amend bylaws.

i) To approve the dissolution of the Association.

j) To hear and resolve complaints and appeals made by / the associated / as.

Article 16.

President / e.Competencias

The / the President / Board to be the turn of the Association. As such, its remit is:

a) legally and officially represent the Association and may even appoint a solicitor and barrister.

b) sign the documents of the Association and may delegate this authority to other members of the Board or its committees, in specific cases.

c) convene and direct the General Assembly.

d) To convene and lead discussions of the Board, acting in case of a tie with his vote.

e) To resolve any matter urgent and necessary for the proper conduct of the Association after giving consideration to the Board.

f) To authorize with his signature acts, certificates and documents of the Association.

g) Direct the services and functions of the Association.

Article 17.

Vice President / e. Competencies

The / Vice President / to replace / the President / a in case of absence or illness of the latter / last-/ a. By delegation, shall perform the duties he / the President / a instruct you and preside at meetings or committees as the Board of Directors.

Article 18.

Secretary / a. Competencies

He / Secretary / a will be responsible for the file and keeping the records of the Association. Take the Register of Members / as, shall keep minutes and, in collaboration with other members of the Board, shall prepare the Annual Report; extended and shall issue the call, will be responsible for the administrative operation of the Association and, in general, of its procedure.

Article 19.

Treasurer / 0. Competencies

The / the Treasurer / a shall have custody of funds and securities of the Association, will speak with his signature all documents and payment collection agreement with the / the President / a, shall maintain such income and expenditure and the bank account, draw up budgets, financial statements and balance sheets, order the payment of fees and, in general, be in charge of economic performance, accounting and taxation of the Association, which will be up to date and have it available to Auditors, shall maintain such accounting officers and auxiliaries necessary.

Article 20.

Members. Competencies.

The Voice and integrated and will be responsible for fees for which they are designated. In the absence of / the President / woe / the Vice / a, the Board shall appoint a chairman / a session at the most senior member of the Board. In this equality, the oldest in the Association and if still equal, the older ones.

Article 21.

Territorial Committees.

  In the geographical areas in which there is a minimum of fifteen members / as the association may be a Territorial Commission shall have the functions to represent, defend and improve the social, cultural professionals and artists in their geographical area. Each Territorial Committee will select a Secretary who shall represent public and will be integrated as a full member on the board. Planning commission and its secretary shall be chosen by the Territorial Assembly. Specific regulations establish the functioning of the Regional Assemblies and the system of choice for territorial Secretaries. The creation of a Territorial commission will be proposed to the Board to raise its approval to the General Assembly.

TITLE V. ASSOCIATED PERSONS.

Article 22.

People associated

They can be partners / as natural persons or legal entities, with their consent, to demonstrate their interest in the aims of the Association and request in writing to the Board, stating the manifestation of willingness to partner, coupled with compliance with these Bylaws, and provisions to govern at all times, specifying the status of partner / desired to be acquired by submitting the necessary supporting documents if necessary. For all purposes, not acquire the status of partner / a while quotas are not met by the amount and form established by the Board pursuant to the agreement of the General Assembly.

Article 23.

Types of partner / ay rates.

Within the Association there will be five types of partner / a, each with different annual fee: Socio / a number Euros. Any person engaging in work within the field of visual arts. Partner / young person / student. Euros. Partner / collaborator / a. From Euros. Natural or legal persons, public or private entities. Socio / a benefactor / a. From Euros. Natural or legal persons, public or private entities that contribute financially to the running of the Association significantly. Socio / a honorary / a. Those who by their reputation, or for having contributed so relevant to the dignity and development of the Association, become entitled to such distinction. The appointment of members / ace of honor is for the General Assembly.

Article 24.

Rights of persons associated

1. Rights of partners and partner number and youth / student:

a) Attend personally to the General Assembly with full voting rights, provided they are current in payment of dues.

b) Submit to the General Assembly proposals that they deem appropriate, in accordance with the procedure established.

c) To make complaints to the board and challenge the agreements of the organ of the Association which it considers contrary to law or the Statutes.

d) Be informed about the composition of governing and representative bodies of the Association, its balance and development of their business.

e) To participate as voters and candidates in elections for positions on the board and any of the governing and representative bodies of the Association, provided they meet the requirements established.

f) Participate in the activities of the Association.

g) Support the development and refinement of the Association.

2. Rights of persons associated as partners, benefactors and honor:

a) Attend personally to the General Assembly to speak but not vote.

b) Submit to the General Assembly proposals that they deem appropriate, in accordance with the procedure established.

c) Be informed about the composition of governing and representative bodies of the Association, its balance and development of their business.

d) Participate in the activities of the Association.

e) Contribute to the development and refinement of the Association.

Article 25.

Duties of persons associated

1. Duties of members and partner number and youth / student:

a) Meeting the ordinary and extraordinary fees granted by the General Assembly.

b) Comply with the provisions of the Statutes and Regulations adopted by the General Assembly. c) To comply with the resolutions of the General Assembly.

d) carry out the decisions of the Board, subject to appeal after the General Assembly in case of disagreement with those decisions, in accordance with the procedure.

e) Contribute to their behavior to the good name and prestige of the Association.

2. Duties of persons associated as partners, benefactors and honor:

a) satisfy only the quotas agreed with the association.

b) Comply with the provisions of the Statutes and Regulations adopted by the General Assembly.

c) To comply with the resolutions of the General Assembly.

d) carry out the decisions of the Board of Directors, subject to appeal after the General Assembly in case of disagreement with those decisions, in accordance with the procedure.

e) Contribute to their behavior to the good name and prestige of the Association.

Article 26.

Loss of Membership / a.

It could lose the status of partner / a for the following reasons:

a) Breach of the obligations established in the bylaws or resolutions adopted by the General Assembly.

b) Conduct contrary to good living and aims of the association.

c) Voluntary resignation, communicated in writing to the Board with a minimum of one month.

d) For delay of more than ninety calendar days in the payment of membership fees / a agreed. If the Board propose to punish any partner / to, propose to the General Assembly for approval. Penalties can range from temporary suspension of their rights to expulsion.

TITLE VI. ECONOMIC SYSTEM AND PROPERTY.

Article 27.

Heritage.

The Association has no heritage or social fund initial founding.

Article 28.

Year end

Exercise and economic partnership will be annual and its closure will take place on December 31 of each year.

Article 29.

Income

The resources of the Association consist of:

a) shares (ordinary and extraordinary) of the partners / as.

b) donations or contributions received.

c) The legacies that may be legally received by associated persons or third parties.

d) Subsidies, grants and aid received from the national, regional, provincial or municipal, as well as that accorded other private institutions (foundations, other associations, etc..).

e) Any other lawful use.

Article 30.

Fees.

Regular or special fees shall be established by the General Assembly a proposal from the Board, and are not refundable under any circumstances. For the admission of new partners / as may be fixed by the General Assembly, as initial input, non-refundable admission fee.

Article 31.

Documentaries and accounting obligations.

The Association must have a current list of partners / as, to keep records to obtain the true and fair view of the result and financial position of the entity and activities, make an inventory of your assets and collected in a book of minutes of meetings of their governing bodies and representation. Accounts should be subject to specific rules may apply to them. The accounts of the Association shall be approved annually by the General Assembly.

TITLE VII. DISSOLUTION AND LIQUIDATION OF THE PARTNERSHIP.

Article 32.

Dissolution.

The Association shall be dissolved:

a) voluntarily when so resolved by the Extraordinary General Meeting convened for that purpose by a number of partners / as not less than 10%. The agreement on the solution will require a qualified majority of those present or represented, that will result when the affirmative votes exceeding half.

b) For the reasons set forth in Article 39 of the Civil Code.

c) final judgment.

Article 33.

Settlement.

In case of dissolution, the Assembly shall appoint a liquidation committee which, once extinguished debt, and if any excess liquid will be used to ends that do not detract from its non-profit organization.

PART VIII. REFORM OF THE LAWS.

Article 34.

Reform of the Statute.

Amendments to this Constitution shall be handled by the Extraordinary General Assembly, adopting the qualified majority of those present or represented, that will result when the affirmative votes exceeding half. The amendments made shall be communicated to the relevant Register.

Additional provision

In all matters not provided for in these Regulations shall apply the Organic Law 1/2002 of 22 March on the Freedom of Association and the Supplementary Provisions.

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