Associació de Propietaris d’Empuriabrava
Empuriabrava Proprietors Association

ASSOCIATION BYLAWS

TITLE I. NAME

CHAPTER I. ASSOCIATION ESTABLISHMENT AND OBJECTIVES
Art. 1
The ‘Empuriabrava Proprietors Association’ is established on the basis of full autonomy, as a non-profit entity, and within the applicable legislation, pursuant to Law 4/2008 of 24th April, in the Book III of the Civil Code of Catalonia regarding legal entities.

Art. 2
The Association has its own legal status and full legal capacity to manage and dispose of goods and valuables of the proposed objectives.

Art. 3
The Association aims to:
a) Defend the general interests of Empuriabrava urban property and mooring owners.

Art. 4
The Association’s address is established in Empuriabrava, in the town Castelló d’Empúries, which is located in the area of Puigmal, number 41.
The scope and extension of this Association covers the town of Castelló d’Empúries, in the province of Girona.

CHAPTER II. RIGHTS AND OBLIGATIONS OF ASSOCIATION MEMBERS

Art. 5
Any proprietor of an urban property and/or mooring within the housing estate of Empuriabrava, in the town of Castelló d’Empúries can participate, as well as any person who has a direct or indirect relationship with the civil or corporate organisation on a professional or personal basis.
A request shall be submitted in writing to the Board of Directors, who will adopt the resolutions proposed in the first meeting held; if the applicant meets the requirements set forth in these Bylaws, the Board of Directors cannot deny admission.

Art. 6
The Association members are entitled to the following rights:
a) To attend the General Assembly meetings, with the right to speak and vote.
b) To elect or be elected for the representative positions or occupy management positions.
c) To represent third parties as established in each case.
d) To participate in the Association management, as well as the services and activities in accordance with the legal and statutory regulations.
e) To present before the Assembly and the Board of Directors any proposals that can contribute to a more active and efficient management of the Association for the accomplishment of its basic social objectives.
f) To request and obtain reports on the Board of Directors or Association managers’ administration and management.
g) To receive information on the Association activities.
h) To use the corresponding common services or those available to the Association.
i) To participate in work teams.

Art. 7
The Association responsibilities are:
a) To adjust their activities to the established regulations.
b) To comply with the General Assembly agreements and the directives set out by the Board of Directors for the accomplishment of such agreements.
c) To pay the corresponding fees in due time.
d) To maintain the necessary collaboration in the interest of the correct operation of the Association.

Art. 8
Reasons for removing members from the Association:
a) The written statement of the interested person, stating his/her will to cease activity within the association.
b) Failure to pay the corresponding fees.
c) Failure to comply with the statutory obligations.

Art. 8. bis
The governing body can sanction any faults on behalf of members who fail to comply with their obligations. Such faults can be classified as minor, serious and very serious, and the corresponding sanctions range from a warning to an expulsion from the association, according to that which is set forth in the internal regulations.
The sanctioning procedure will be processed by operation of law or as a consequence of a claim or statement. The Board of Directors will appoint an instructor, who issues the sanctioning file and proposes a resolution, with previous audit of the alleged infringing party. The final resolution, which shall be justified, is adopted by this governing body.
Sanctioned members who do not agree with the final resolutions can call a general assembly, whose members will confirm or agree on the corresponding dismissal resolutions.

TITLE II. ASSOCIATION ORGANISATION AND OPERATION

CHAPTER I. GENERAL ASSEMBLY

Art. 9
a) The General Assembly is the supreme body of the Association; its members are part of the Association as an inalienable right and with absolute equality.
b) The Association members gathered in the General Assembly, legally established, will decide on most of the issues which are the competence of the Association.
c) All members will be subject to the General Assembly agreements, including members not attending, and even attending members who have opted not to vote.

Art. 10
The General Assembly has the following competences:
a) To amend the Association bylaws.
b) To adopt the corresponding agreements in reference to the legal representation, the management and defence of its members’ interests.
c) To supervise the Board of Directors’ activities and management.
d) To approve the yearly budget for costs and income, and the annual activities report.
e) To elect the members of the Board of Directors, dismiss them or replace them.
f) To establish the general guidelines which will enable the Association to reach its objectives.
g) Determine the fees to be paid by the Association members.
h) To break up and liquidate the Association.
The competences listed herein are for informative purposes only and do not limit broader competences of the General Assembly.

Art. 11
a) The General Assembly will meet in ordinary session on at least a yearly basis and within the first term.
b) The General Assembly will hold an extraordinary meeting whenever required by the Board of Directors or else when requested by the Association members represented, by at least ten percent of the total.

Art. 12
a) Both the ordinary and the extraordinary calls of General Assemblies will be stated in writing. Likewise, call announcements will be placed in nautical clubs, real estate agencies and bank offices in the housing estate at least seven days before the meeting is due. The call will also address individual members as far as possible. The announcement will contain information on the date, time and place of the meeting, as well as the items on the agenda. The issues for consideration will include prescriptive information on the questions raised by each work group, which must be submitted to the Board of Directors in advance.
b) The General Assembly meetings will be hosted by the President of the Association. In the event the President does not attend a meeting, he/she will be replaced by the Vice-President or the most senior member of the Board. The Secretary will be that of the General Assembly.
c) The secretary will write down the minutes of each meeting with an extract of the deliberations, the text containing the agreements reached and the votes number results.
At the start of each session of the General Assembly, the minutes of the meeting of the previous session will be read with the aim to approve or correct them. In any case, five days in advance, the minutes of the meeting or any other documents shall be available in the Association premises at the members’ disposal.

Art. 13
The Assembly will be validly constituted in the first call with the attendance of at least twenty-five percent of its members, except for the case set forth in article 14, section c).
It will also be validly constituted in a second call regardless of the number of attendants. The second call should be held half an hour after the first call and in the same place, and it will be likewise notified in the first call announcement.

Art. 14
a) In the General Assembly meetings, each Association member will be entitled to one vote.
b) The agreements will be reached on a majority basis.
c) In order to adopt agreements on members’ cease and appointment of the Board of Directors, the amendment of bylaws, the Association termination, the establishment of a federation of similar associations or the integration of an existing one, a numbers of votes equivalent to two thirds of the attendants will be required, as long as more than half the Association members attend the first call. In the second call only the vote of two thirds of the attendants will be required, regardless of the total number of attendants.

CHAPTER II. THE BOARD OF DIRECTORS

Art. 15
a) The Association will be governed, managed and represented by the Board of Directors, composed of:
a) the President of the Association
b) the Vice-President
c) the Secretary
d) the Treasurer
e) the corresponding Board Members according to the Association development, with a minimum number of three members.
b) They will be elected by free and secret vote.
c) The election of the members of the Board of Directors will be voted in the General Assembly. Candidates’ applications will be open, that is to say, any member can apply and it will not be a requirement to have as many names as positions. Members with the highest number of votes will be elected for the positions of President,
Vice-President and Board Members in this order. The positions of President, Secretary and Treasurer will be occupied by three different people.
d) These positions will be occupied free of charge.

Art. 16
a) Members of the Board of Directors will occupy their positions for a period of three years, and can be re-elected in successive periods for two more periods.
The President can only be re-elected in a successive period once.
b) The cease of a position before the period is terminated can be due to:
a) Voluntary resignation submitted in writing and stating the reasons.
b) Illness preventing the performance of their functions.
c) Membership cancellation from the Association.
d) Sanction caused by failure to comply with the position responsibilities, through the agreement pursuant to article 14, paragraph c).
c) Any vacancies in the Board of Directors will be replaced in the first General Assembly. Nevertheless, the Board can rely on a member of the Association to occupy the position for a limited period of time, until the next General Assembly is called.

Art. 17
The Board of Directors has the following competences:
a) To hold the Association representation and carry out management activities in general that are established by the Law and comply with the decisions made by the General Assembly pursuant to the regulations, instructions, and general guidelines determined in the General Assembly.
b) To reach the necessary agreements corresponding to the appearance before the public organisms and to take any legal action and appeal for any necessary claims.
c) To propose defence of the Association interests in the General Assembly.
d) To propose defence of the fees to be paid by the Association members in the General Assembly.
e) To call for General Assemblies and ensure the reached agreements are put into practice.
f) To present the balance and account statement of each fiscal year to the General Assembly for their approval, and to prepare the budgets for the next fiscal year.
g) To prepare the annual activities report and approve it in the General Assembly.
h) To hire any employees required by the Association.
i) To audit the accounts and ensure the services are properly provided.
j) To establish work groups in order to reach the Association objectives and approve the actions these groups intend to carry out, as far as possible.
k) To appoint the Board member in charge of each work group, proposed by the group itself.
l) To take any necessary actions related to public organisms, entities and other individuals, in order to obtain:
a) Subsidies or other financial aid.
b) The use of the premises or the building which can be a place for interaction and communication
and also a centre of public restoration.
m) To open current accounts and savings accounts in any banking entity and provide the amounts in such accounts. The disposal of these amounts is determined in article 17 bis.
n) To provisionally settle any unexpected case in the present bylaws and report such cases in the first General Assembly.
o) Any other competence not attributed specifically to any other government organism of the Association or expressly delegated by these to the Board of Directors.



Art. 17. Bis
The current or savings accounts with any credit or savings entity will need to include the signatures of the President, the Treasurer and the Secretary.

Only two signatures will be necessary in order to provide the amounts, one of them being the treasurer’s or the president’s.

Art. 18
a) The Board of Directors, previously called by the president or by the person replacing him/her, will regularly meet in ordinary session as determined by the members on the first Tuesday of each month.
b) An extraordinary session can be called for this purpose by the President or otherwise must be requested by a third person of the Board members.

Art. 19
a) The Board of Directors will be validly constituted by means of previous call and agreement of half the members plus one.
b) The members of the Board of Directors are required to attend all the meetings called. Nevertheless, they can excuse their absence with justified reasons. In any case, the presence of the president or the secretary, or the persons replacing them will be required. The Board of Directors will reach the agreements on a simple majority basis of the attendants’ votes.

TITLE III. PATRIMONY, CONTRIBUTIONS AND DISSOLUTION.

CHAPTER I. FOUNDING PATRIMONY.
Art. 20
a) The Association is established without founding patrimony.

CHAPTER II. CONTRIBUTIONS.

Art. 21
a) The association will be funded with the members’ annual contributions, which will be paid in advance, in the first term of each year and at the time of registration for new memberships on a yearly basis.
b) The contributions for the first year are set to 50€ (fifty Euros). The Board of Directors has the authority to approve the amounts of the contributions for the years to come.

CHAPTER III. FINAL PATRIMONY

Art. 22
a) The association will be terminated by express agreement on behalf of the majority of members in an Extraordinary General Assembly, expressly called for this purpose, or for the reasons legally established.
b) Once the termination has been agreed on, the General Assembly will take the necessary steps regarding the allocation of goods belonging to the association, as well as the purpose, termination and liquidation of any outstanding operations.
c) The Assembly has the authority to elect a liquidating commission when considered necessary.
d) The members of the association are exempt from personal responsibility. Their responsibility will be limited to the fulfilment of the obligations entered by them voluntarily.
e) The net surplus resulting from the liquidation will be immediately transferred to the non-profit public or private entity with a more outstanding activity in favour of charities within the association’s territory.
f) The functions related to the liquidation and execution of the agreements referred to in the previous sections of this article are the responsibility of the Board of Directors unless the General Assembly confers this mission to the liquidating commission appointed for this purpose.
g) The Association net final patrimony will be transferred to the Red Cross upon its dissolution.


In Empuriabrava, July 1st, 2008.

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President: JOAQUIM GOMIS GIRALT
Vice-President: ANTONIA CARBONELL SURROCA
Secretary: TIM PELTERS
Treasurer: BRIGITTE ANQUETIL
Board Member 1: MARK VOS
Board Member 2: OSCAR GARVÍN ESPINOSA

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We welcome our New Board Members, from April 9th 2009

Doña Ingeborg Hoffmann, Doña Susanne Hoffmann, D. Luis Carrasco, D. Jaume de la Varga, Dr. Ekkehard Schierle and D. Cornelis Hakkens.