Articles of association
The founding Assembly of Horitzó Europa, gathered in 24 January 2008 at the Ateneu Barcelonès, adopted the proposed Articles of association drafted by the promoting commission, including some amendments proposed by the founding members of the association. Later, in 18 March 2010, the General Assembly approved some amendments regarding the aims, the registered office and the responsibilities of the Treasurer.
Chapter I. Name, aims and registered office
Horitzó Europa is a not-for-profit association which is regulated by Catalan Law 7/1997 (published in the Catalan Official Journal No. 2423, 1st July 1997); by Spanish Law 1/2002 (published in the Spanish Official Gazette No. 73, 26th March 2002); and by its Articles of Association.
The aims of the Association are:
– To promote debate on European and international affairs and on Catalonia’s contribution to the process of European integration, whilst at the same time promoting the Catalan language and culture within Europe;
– By means of outreach and awareness activities, to involve Catalan citizens in the political, social, economic and cultural debates on the future of Europe;
– To encourage active citizenship and to promote discussion on the challenges which globalization and international governance pose for Europe and for Catalonia.
– To promote participative democracy in Europe and to contribute to the interaction between citizens & citizens’ associations on the one hand and European and Catalan institutions on the other.
– To help to restore and preserve public awareness of the history of Europe and of its democratic values.
1. The registered office of the Association shall be established in Barcelona.*
2. Most activities of the Association shall take place in Catalonia. Nonetheless, activities may take place in any other location if they are related to the objectives of the Association.
Chapter II. Members of the association; their rights and obligations
Any person over the age of 18 may become a member of the Association. To do so, they must submit a request in writing to the Board, which will decide its response at the next Board meeting. The decision will be presented to the next General Assembly.
Members have the following rights:
1. To attend, speak and vote at General Assembly meetings.
2. To participate as voter or candidate in elections to posts within the Association and to exercise management positions within the Association.
3. To represent the Association when the Association has asked them to do so, under conditions which may be established on a case-by-case basis.
4. To participate in the management and activities of the Association, in accordance with the applicable law and with these rules.
5. To present to the General Assembly or to the Board any proposal which could enrich the work of the Association or help it to achieve its aims.
6. To receive upon request an explanation of the administrative and managerial decisions of the Board and of members to whom particular tasks have been assigned.
7. To be heard prior to the adoption of any disciplinary measures.
8. To receive information about the activities of the Association.
9. To use any of the physical assets or services available to the Association, according to conditions which may be established in this regard.
10. To take part in the Association’s working groups.
11. To possess a copy of the Articles of Association.
12. To consult the accounts of the Association.
Members have the following obligations:
1. To agree to the aims of the Association and to participate actively in the achievement of these aims.
2. To support of the Association by paying the subscriptions, levies, and other charges which may be established in accordance with the Articles of Association.
3. To comply with any other obligation arising from the Articles of Association.
4. To accept and comply with all agreements adopted by the governing bodies of the Association in accordance with its rules.
5. To inform the Association of any changes to their personal, contact and bank data.
Membership of the Association may be terminated in the following circumstances:
1. By decision of the member concerned. Such decisions must be communicated in writing to the Board.
2. Failure to pay membership fees.
3. Failure to comply with the obligations set out in the Articles of Association.
Chapter III. General Assembly
1. The General Assembly is the supreme body of the Association; all members of the Association automatically form part of the General Assembly.
2. The members of the Association, meeting in a legally-constituted General Assembly, shall decide by a majority those questions which are within the powers of the Assembly to decide.
3. All members must abide by the decisions of the General Assembly, including those who do not attend; those who disagree with a particular decision; and those who abstained from voting.
The General Assembly has the following powers:
a) To amend the Articles of Association.
b) To elect and to dismiss the members of the Board, and to supervise their activities.
c) To approve the annual budget and the annual financial statement of the Association; to adopt resolutions establishing the form and amount of the members’ subscriptions; and to approve the actions of the Board.
d) To agree the dissolution of the Association.
e) To agree that the Association should join organizations which bring together other associations; and to withdraw from such organizations.
f) To request that the relevant authorities declare the Association to be of útilitat pública (public benefit).
g) To approve the Internal Regulations of the Association.
h) To suspend or expel members, following a disciplinary hearing.
i) To be informed of the applications for membership which have been received, as well as the confirmation of new members and the cancelations of membership.
j) To decide on any other matter related to the aims of the Association if powers on such matters have not been given to any other organ of the Association.
1. The General Assembly shall meet in ordinary session at least once a year, on a day between 1st September and 30th June.
2. The Board may convene an extraordinary general assembly whenever it considers this appropriate. It must do so when such a meeting is requested by 10% or more of the total number of members; in this case, the assembly shall be held within thirty days of the request.
1. The General Assembly shall be called by the Board by means of a formal announcement. The minimum information which such an announcement shall provide is the agenda of the meeting and the place, date and time.
2. The meeting must be announced 15 days in advance. The announcement shall be sent individually to all members via the e-mail address which they have registered with the Association.
3. The President of the Association shall chair the meetings of the General Assembly. If he or she is absent, the Vice-President shall chair the meeting. If he or she is also absent, the member of the Board of greatest age shall chair the meeting. The Secretary of the Board shall also act as Secretary of the General Assembly.
4. The Secretary shall write the minutes of each meeting, which he or she and the President must both sign. The minutes shall include a summary of the discussions, the text of any resolutions adopted, the results of all votes and a list of attendees.
At the beginning of each meeting of the General Assembly, the minutes of the previous meeting shall be read, so that they may be approved or amended. Five days before the meeting, the members of the Association must have access to the minutes of the previous meeting in digital form.
1. The General Assembly is duly constituted when there a quorum of one-third of the membership of the Association is either actually present or officially represented.
2. A group of members numbering no less than 10% of the total membership may send a request to the Board that items be included in the agenda. If the meeting has already been convened, this should be done at least five days prior to the day of the meeting. This request can also be made directly to the Assembly, which may decide whether or not to include the item. In order to be adopted, resolutions on points not included in the published agenda require a majority of three-quarters of those present.
1. At the meetings of the General Assembly, each member of the Association is entitled to one vote.
2. The election of the Board and the decisions of the General Assembly are taken by a simple majority vote of the members who are present or represented at the meeting.
3. In order to adopt resolutions on the expulsion of members; changes in the articles of Association; the dissolution of the Association; and the integration of the Association into a new or established federation of similar associations, two-thirds of the members present or represented must vote in favour.
4. Members who have formally presented themselves as candidates to a position on the Board are entitled to receive a copy of the list of members, including e-mail addresses. The list shall be certified by the Secretary and approved by the President.
Chapter IV. Board
1. The Association is governed, managed and represented by a Board which is made up of a President, a Vice-President, a Secretary, a Treasurer and regular Board members. No one person may hold more than one of these positions. If the Secretary or Treasurer are absent or ill, the President shall appoint a regular Board member to replace them.
2. The members of the Board, who must be members of the Association, shall be elected by the General Assembly. Those elected must officially accept their position before they take their place on the Board.
3. The appointment and dismissal of Board members must be certified by the outgoing Secretary, and approved by the outgoing President, and must be reported to the Catalan Register of Associations.
4. Board members must not undertake any paid work for the Association.
1. Board members shall hold office for a period of 2 years, after which they may stand for re-election.
2. Board Members may cease to hold their position before the end of their mandate for the following reasons:
a) Voluntary resignation, stating in writing the reasons for the resignation;
b) Illness which prevents the member from carrying out their tasks;
c) Cancelation of membership of the Association
d) Dismissal due to an impropriety committed whilst acting as a Board member, in accordance with the provisions of Article 13.3 of the Articles of Association and the Internal Regulations.
3. Any vacancies which arise on the Board shall be filled at the next meeting of the General Assembly. In the time before that meeting, the Board may agree that a member of the Association should temporarily occupy the vacant position.
1. The Board has the following powers:
a) To represent, manage and administer the Association to the full extent that the law permits this, and to apply the decisions taken by the General Assembly in accordance with these Articles of Association, the applicable law and such instructions and guidelines as the General Assembly shall establish.
b) To take the necessary steps to represent the Association in front of a public body; and to take up legal actions or official actions on behalf of the Association.
c) To defend the interests of the Association as a whole at the General Assembly.
d) To make a proposal to the General Assembly on the level at which membership subscriptions should be set.
e) To call General Assembly meetings and to ensure that the resolutions adopted by the Assembly are followed.
f) To present the balance sheet and the statement of accounts for each financial year to the General Assembly so that the Assembly may approve them; and to prepare the budget for the coming year.
g) To contract such employees as the Association may decide to engage.
h) To audit the accounts and to ensure the correct functioning of services received by the Association.
i) To establish working groups in order to realize the aims of the association as efficiently and effectively as possible. These working groups will submit proposals for activities to the Board for its approval.
j) To appoint an ordinary member of the Board to supervise each working group, on the basis of a proposal from that group.
k) To take the necessary actions with public bodies, organisations or others, with a view to obtaining:
– Grants or other support
– The use of premises for public meetings
l) To open current or savings accounts in any financial institution and use the funds deposited there. The use of such funds is governed by Article 29.
m) To reach a provisional solution to any question not provided for in the Articles of Association. All such matters shall be reported to the next meeting of the General Assembly.
n) To perform any other function or task related to the aims of the Association which is not specifically attributed to another body of the Association, or which has been expressly delegated to the Board.
1. The President or Board member substituting him shall call regular meetings of the Board, the frequency of which shall be determined by its members but shall not be less than once every three months.
2. The Board shall meet in extraordinary session when the President decides to call such a meeting or when one-third of the Board members request him to do so.
1. The Board shall be validly constituted if it has been convened in advance and if there is a quorum. The quorum shall be half of the Board members plus one.
2. Board members must attend all meetings which are convened, although they may ask to be excused, giving a reason for their absence. The attendance of the President or the Secretary or their substitutes is mandatory.
3. The Board takes decisions by a simple majority of those present. In the event of a tie, the President shall have the casting vote.
1. The Board may decide to delegate any of its powers to one or more committees or working groups. Such a decision must be supported by a favourable vote of two-thirds of the Board’s members.
2. The Board may also appoint a person or persons to exercise such functions as it considers necessary, conferring upon them such powers as it considers necessary. Again a two-thirds majority of the Board is required.
Decisions of the Board shall be recorded in the minutes of the meeting and shall be signed by the Secretary and the President. At the start of each Board meeting, the minutes of the previous meeting shall be read, so that they may be corrected if necessary and then approved. All the decisions taken will be sent in digital form to the members of the Association at the e-mail address which they have provided.
Chapter V. The President and the Vice-President
1. The President has the following funtions:
a) To manage and to legally represent the Association, under the powers granted to him by the General Assembly and the Board.
b) To preside over and to chair the meetings of both the General Assembly and the Board.
c) At those meetings, to cast the deciding vote in case of tie.
d) To call the meetings of the General Assembly and the Board.
e) To approve the minutes of meetings and any certifications which may be issued by the Secretary of the Association.
f) Any other function which is required of the President of an association, and such functions related to the aims of the Associations which may be delegated to the President by the General Assembly or the Board.
2. If the President is absent or ill, he shall be substituted by the Vice-President or, if that is not possible, by the regular Board member of greatest age.
Chapter VI. The Treasurer and the Secretary
The Treasurer shall keep and supervise the resources of the Association; shall draw up the budget and accounts of the Association; and shall settle those accounts as necessary. The Treasurer manages the cashbook; signs receipts and other financial documents; pays the Association’s bills; and deposits any surplus in the Association’s current account.
The Secretary keeps all official documents belonging or relating to of the Association; drafts and signs the minutes of General Assembly and Board meetings; issues and authorises official documents issued by the Association; and maintains the membership list.
Chapter VII. Committees or working groups
It shall be for those members of the Association who wish to form a committee or working group to put forward a proposal to the Board. Such a proposal shall include an explanation of the activities which the proposed committee or working group would undertake.
The Board shall supervise the Association’s committees and working groups. The members in charge of committees and working groups shall every month submit a detailed report of their activities to the Board.
Chapter VIII. Economic regime
At the time of its foundation, this Association had no assets.
The financial resources of the Association are provided by:
a) The membership subscriptions as set by the General Assembly;
b) Public or private grants;
c) Donations, bequests and legacies;
d) Such income as may be derived from existing assets or from other sources.
All members are required to maintain the Association through their subscriptions and their share of other costs, in the manner to be determined by the General Assembly, upon the proposal of the Board.
The General Assembly may establish registration fees; monthly subscriptions (which the Board may decide to be made payable in monthly, quarterly, biannual or annual instalments); and extraordinary payments.
The financial year coincides with the calendar year and concludes on December 31.
Current accounts or savings accounts opened in financial institutions should register the signatures of the President, the Treasurer and the Secretary.
The signature of the Treasurer alone is sufficient for the withdrawal of funds.
Chapter IX. Disciplinary code
The Board may impose sanctions on those members who fail to comply with their obligations to the Association.
These offenses may be classified as minor, serious and very serious; and the corresponding penalties may range from a reprimand to expulsion from the Association, as set out in the Internal Regulations.
Disciplinary proceedings shall be initiated by an official of the Association in the course of his duties, or as a result of a complaint or notification. Within 10 days, the Board shall appoint a person to handle the disciplinary proceedings, who shall within 15 days meet with the member subject to the disciplinary proceedings and then propose a course of action. The Board shall then within 15 days reach a final decision, which must be clearly explained in writing and approved by two thirds of the Board members.
The member concerned may appeal to the next General Assembly against any sanctions for serious and very serious offences agreed upon by the Board. To do so, he must follow the procedure established by the rules of procedure.
Chapter X. The dissolution of the association
The Association may be dissolved if it is so agreed by the General Assembly, convened in extraordinary session expressly for this purpose.
1. Once the dissolution is agreed upon, the General Assembly shall take appropriate measures regarding the property and rights of the Association, as well as the termination and settlement of any current or pending activities.
2. The Assembly may elect a liquidation committee if it considers this necessary.
3. The members are not personally liable for the obligations of the Association. Their liability is limited to fulfilling such obligations as they have assumed voluntarily.
4. Any rights or money remaining after the liquidation of the Association shall be given directly to the not-for-profit entity (in the public or private sector) which, within the geographical territory covered by the Association, has the most prominent record of activities in favour of charitable causes.
5. The functions of liquidation and execution of the agreements referred to in the preceding sections of this article shall be the responsibility of the Board, unless the General Assembly specifically appoints a liquidation committee.
Within a maximum period of one year, the Board shall submit to the General Assembly draft rules of procedure, for its approval.
Done at Barcelona, 18th March 2010
*The version of these Articles of association published in this website does not include the postal address of the registered office. You can contact Horitzó Europa through email at email@example.com.