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CHAPTER ONE
NAME OF THE ASSOCIATION Article 1.- The present Articles of ELKARCREDIT Financial Support Association (Asociación ELKARCREDIT de apoyo económico), registered under number AS/B/11517/2004 on 14th October 2004, have been modified in accordance with the Associations of Euskadi Act, Nº 7, of 22nd June 2007, and Organic Act Nº 1, of 22nd March 2002, regulating the Right to Form Associations, as provided by articles 9 and 10.13 of the Basque Country Statute of Autonomy. Said Association shall be governed by the precepts of the aforementioned Associations Acts; by the present Articles insofar as they are not inconsistent with the Acts; by resolutions validly adopted by the Association's governing organs, provided that such resolutions are not contrary to the Acts and/or these Articles; and by the implementing regulations to be passed henceforth by the Basque Government, which shall be regarded as supplementing the former. The Association is a non-profit Non-Governmental Organization, non-denominational, ideologically plural in its composition, committed to Gender equality, with its own legal personality, and free from any kind of dependence on, or ties to, political parties, trade unions, churches or other political or religious organizations. PROPOSED AIMS Article 2.- To achieve said aims the Association, once it has met the legal requirements in place, will engage in the following activities: The Association's main aim, which is a matter of general interest, is to provide support – primarily financial or economic – from the Basque Country, to the activities – primarily in connection with Micro-loans and Loans – carried on by the Mundubat Foundation, whose objective is to foster solidarity and co-operation between peoples and persons engaged in human development and, to that end, to support, facilitate and honour the processes in which groups, grassroots organizations and communities seeking a more just future and greater dignity for everyone, are engaged. The ELKARCREDIT Association's actions and aims shall never be inconsistent with, or detrimental to, the basic objectives of the Mundubat Foundation (hereafter referred to as Mundubat) or its philosophy. To achieve said aims the Association, once it has met the legal requirements in place, will engage in the following activities: Take up membership of the Mundubat Foundation. Fundraise amongst its members, in order to invest in Mundubat Development Projects. Promote Mundubat's mission. Work alongside Mundubat to achieve Mundubat's aims, both in the Basque Country and throughout the world. Help set up and consolidate local networks, in the North and the South, for the purpose of supporting Mundubat-funded projects. Accept and capture funds, without limitation, in the form of donations, subscriptions, periodic fees, conditional contributions or in any other form that the Association may deem appropriate. Look into and develop unconventional (non-mainstream) financial support systems for the projects undertaken by Mundubat in the North and South of the world. Carry on financial or economic activities which further Mundubat's aims, or gather resources for that purpose. Acquire and own assets of all types and on any basis; hold events, and enter into contracts, of all kinds. Perform all kinds of action in keeping with the law and its Articles of Association. Always observing the general and tax regulations applicable in each individual case. Without prejudice to the activities described in the previous section, the Association, in the pursuit of its aims, may:
• Carry on all types of economic activity which further Mundubat's aims, or gather resources for that purpose. • Acquire and own assets of all types and on any basis; hold events, and enter into contracts, of all kinds. • Perform all kinds of action in keeping with the law and its Articles of Association. REGISTERED ADDRESS Article 3.- This Association's headquarters and registered address shall be Calle Sombrerería nº 2-3º, Bilbao. The Association may occupy other premises within the Autonomous Community, if the General Meeting so resolves. If the Association moves from its headquarters and registered address, or other premises, to other places within the same locality, the move will be approved by the Board of Management, which will notify the Associations Registry of the new address. If the move is not within the same locality, the Articles of Association will have to be modified. Similarly, if the achievement of the Association's aims so requires, it may apply for recognition of its legal personality in any countries where this may be necessary. TERRITORIAL RANGE Article 4.- The territorial range within which the Association will mainly perform its functions comprises the Basque Country Autonomous Community. Notwithstanding, in the pursuit of its aims the Association may, sporadically, carry on its activities in any country in the world. The Association formed, once registered, has its own legal personality and full capacity to operate in any part of the world. Consequently, it may perform all acts that may be necessary to achieve the purpose for which it has been created, subject to the legislation in force. TERM AND DEMOCRATIC NATURE Article 5.- The Association is being formed on a permanent basis, and shall be dissolved solely by a resolution of the Extraordinary General Meeting, as per Chapter VI, or for any of the causes listed in the Acts. The Association's internal organization and functioning must be democratic, and must fully respect plurality. Any arrangements, provisions amongst these Articles, or agreements that fail to recognize any aspect of the basic right to form an association shall be automatically voided. CHAPTER TWO GOVERNING AND ADMINISTRATIVE ORGANS Article 6.- The Association shall be governed and administered by the following organs made up of members: • The General Meeting of Members, as the supreme organ. • The Board of Management, as the permanent management organ made up of members. THE GENERAL MEETING Article 7.- The General Meeting, which includes all the Association's members, is the organ through which the members express their will. The General Meeting's remit is to: a) Approve the Association's general plan of action b) Examine and approve the annual accounts and the following year's budget. c) Approve the management actions taken by the Board of Management d) Modify these Articles of Association e) Dissolve the Association f) Elect and dismiss the chairperson, secretary, treasurer and any other members appointed to the governing organ composed of members, and supervise and monitor their work. g) Enter into, or leave, federations and confederations with other associations. h) Approve the disposal (e.g. by transfer), or giving up, of real-estate properties. i) Agree the remuneration of the governing organ's members, as applicable. j) Set the amount of ordinary or extraordinary periodic fees, although the General Meeting may delegate this aspect of its remit to the governing organ by an express resolution. k) Adopt a resolution to permanently remove persons who have joined the Association. l) Any other power not allocated to another of the Association's organs. Article 8.- The General Meeting shall meet in ordinary and extraordinary sessions. Article 9.- The General Meeting must hold an ordinary session at least once a year, during the first quarter, in order to adopt the Resolutions mentioned in article 7, paragraphs a), b) and c). Article 10.- The General Meeting shall hold an extraordinary session whenever the Board of Management so resolves, either on its own initiative, or at the request of 25% of the members, indicating the reasons for the meeting and its purpose and, in every case, to look into and decide upon the following matters: a) Modifications to these Articles of Association. e) Dissolution of the Association. Article 11.- Notice of General Meetings shall be given in writing, stating the venue, day and time of the meeting, and the agenda, including details of the topics to be covered. Between the notice of the meeting and the day when it is to take place "at the first summons" at least a fortnight must be allowed. The same notice may also state, as applicable, the date and time when the meeting will take place "at the second summons". The two summonses must be separated in time by at least half an hour.
General Meetings, whether ordinary or extraordinary, shall be validly constituted "at the first summons" when they are attended by a third of the members with voting rights, while the same shall apply "at the second summons" irrespective of the number of members with voting rights who attend. Article 12.- Resolutions of the General Meeting shall be adopted by a simple majority of the persons present or represented, when votes in favour outnumber the votes against. However, the following resolutions shall require a supermajority (qualified majority) of the persons present or represented, which shall be obtained when the votes in favour are over half of those validly cast: a) Dissolution of the Association. b) Modification of these Articles of Association. c) The disposal (e.g. by transfer), or giving up of assets. d) The remuneration of the members of the representative organ. Article 13.- Members may appoint any other member to represent them at General Meetings. Such appointments shall be made in writing, and must reach the Secretary of the Meeting at least 2 hours before the session is due to begin. Members who reside in cities or towns other than where the Association has its headquarters and registered address, may mail in the document appointing their representative. THE BOARD OF MANAGEMENT Article 14.- The Board of Management is the representative organ which manages the Association and represents its interests, in accordance with the General Meeting's instructions and guidelines. Only members may serve on the representative organ.
The Board of Management, except on subjects which specifically come within the General Meeting's remit, shall be completely at liberty to set the Association's activities, in line with whatever specific objectives will, in the Board's opinion, be the most suitable or appropriate in current circumstances to achieve the Association's aims. The Board of Management is made up of the following officers: - Chairperson - Deputy Chairperson - Secretary - Treasurer These officers must meet at least three times a year and whenever a meeting is required to keep the Association's activities running smoothly. Article 15.- Should a member of the Board of Management fail to attend three consecutive, or five non-consecutive, meetings during the same term of office, without just cause, he or she shall be dismissed from office. Article 16.- The officers who sit on the Board of Management shall be elected by the General Meeting for a 3-year term, unless expressly removed from office by the General Meeting, and shall be eligible for re-election. Article 17.- The following requirements must be met by persons who sit on the Board of Management: a) The person must be of full legal age or an emancipated minor; he or she must have full use of his or her civil rights; and he or she must not be affected by any conflict of interest as defined in current legislation. b) The person must be appointed in the manner set out in these Articles of Association. c) The person must be a member of the Association. Article 18.- Board of Management members shall take up office when, having been appointed by the General Meeting, they accept the appointment or begin to serve on the Board. Officers will serve free of charge, although the General Meeting may, if applicable, set a scale of subsistence and expenses allowances. Article 19.- Members of the Board of Management shall leave office in the following circumstances: a) Expiry of their term of office. b) Resignation. c) Ceasing to be a member of the Association, or becoming affected by a conflict of interest. d) Removal from office by resolution of the General Meeting under article 16 of the present Articles of Association. e) Decease of the officer. When the reason for leaving office is as stated in paragraph a), the members of the Board of Management shall continue to serve until the next session of the General Meeting, which will elect the new officers. In the circumstances stated in b), c), d) and e), the Board of Management will fill the vacancy itself by appointing an interim officer. This appointment will be referred to the General Meeting to be confirmed or withdrawn. In the latter case, the General Meeting will appoint the new officer. All modifications to this organ's composition shall be notified to the Associations Registry. Article 20.- The Board of Management's functions are: a) Running the Association on a day-to-day basis, in accordance with the General Meeting's instructions and under its guidance. b) Setting the Association's programme of activities. c) Submitting to the General Meeting for approval, the annual budget of income and expenditure, and the previous year's statements of account. d) Proposing to the General meeting the Association's annual fee and other membership dues e) Setting the General Meeting's Agenda for forthcoming meetings, and agreeing on the calling of ordinary and extraordinary General Meetings. f) Responding to, and acting on, written proposals or suggestions submitted by members. g) Submitting to the General Meeting for its approval, guidelines for the day-to-day running of the Association. h) Producing guidelines on how to earmark the Association's available funds for each different aspect of its activity i) Appointing persons to officially represent the Association on general or specific matters j) Selecting beneficiaries of the Association's support. k) Setting up Committees, Councils or other types of organs with members, with advisory or even partly executive functions, and producing each one's rules of operation, specifying its aims and delegating whatever powers, areas of competence and prerogatives the Board considers necessary for them to carry out their remit. l) Accepting donations, legacies, inheritances, and grants or subsidies of every kind; acquiring goods or rights for the Association or for the accomplishment of a specific aim which features amongst the Association's objects, provided that the Board freely considers that the nature and amount of the goods or rights being acquired is adequate or sufficient to accomplish the aim for which the goods or rights, or the income from them or the fruits of owning them, are to be used. m) Entering into financial transactions of all types with public or private bodies, including loans, credit, and guarantees issued to third parties. n) Deciding upon the acquisition and giving up of any securities held within the Association's portfolio. o) Exercising the Association's political and financial rights as holder of the shares and other securities belonging to it and, towards that end, attending, deliberating and voting at, as the Board deems appropriate, through whichever representatives it arranges, the sessions of General Meetings, Unions, Associations and other organs of the respective companies or issuing institutions, making use of all the rights to which it is legally entitled as a holder, and arranging, executing and signing the notarized documents, contracts, agreements, proposals and other types of document the Board deems appropriate. p) Making all necessary payments, including meeting calls to pay in shares subscribed, and meeting the costs involved in collecting in, administering and protecting the Association's funds as they stand at the time. q) Arranging whatever work (such as building work…) it considers needs to be done to meet the Association's aims, deciding for itself on the most suitable method and materials, irrespective of their quality and quantity, and being entirely free to use any procedure whatever to do so, whether it be sourcing the labour and materials direct, or issuing a call for competitive tenders, without needing to seek permission to do so. r) Exercising all rights, performing all actions and making all objections; guiding all proceedings, files, claims and court trials that come within the Association's sphere of competence or affect its interests through all their formalities, petitions, interlocutory applications and appeals, and granting powers of legal representation as it considers necessary for the purpose, including answering interrogatories and the review verdict. s) Performing, in general, all functions connected with the disposal, administration, preservation, custody and defence of the Association's assets, either in or out of court. t) In general, whatever functions the Board must perform in order to administer and govern the Association, observing legal requirements under all circumstances. u) Engaging in transactions with financial institutions, credit providers, mutual guarantee societies, and leasing, renting and factoring companies, in whatever way may be necessary for good management of the Association, appointing the person or persons authorized to enter into transactions and contracts with the above-mentioned institutions. v) Interpreting the precepts contained in these Articles of Association and filling any gaps in them, always observing the current legal regulations governing associations. w) Exercising powers granted to the Board by the General Meeting through an express Resolution, provided such powers are not the General Meeting's exclusive preserve. In the performance of its remit, the Board of Management may engage in all types of deeds, acts and legal business without the need to observe special formalities or apply for permission to authorities or persons outside the Association, except as dictated by mandatory legal requirements. Its powers extend to resolving incidents that in any way affect the governing, representation and administration of the Association, and to interpreting the present Articles of Association, and submitting proposed modifications to the General Meeting. Article 21.- The Board of Management's meetings schedule shall be organized by the Chairperson, with meetings being arranged either on the Chairperson's initiative, or at the request of any of its officers. Meetings shall be chaired by the Chairperson or, in his or her absence, by the deputy chairperson or, in the absence of either, by the most senior (eldest) Board member. For the Board's resolutions to be valid, they must be passed by a majority of the votes cast by the members in attendance, with half of the members necessarily being present. The Chairperson shall have a tie-breaking vote. The Secretary will take minutes at meetings and transcribe them into the corresponding Book. ONE-PERSON ORGANS CHAIRPERSON Article 22.- The Chairperson of the Association is its representative at law, and shall implement the resolutions passed by the Board of Management and General Meeting, both of which he or she shall chair. Article 23.- The Chairperson's remit shall comprise all functions that are not the express prerogative of the Board of Management or General Meeting, in particular the following: a) Calling and closing the Board of Management's and General Meeting's sessions; leading the proceedings at both; and casting the tie-breaking vote. b) Proposing the Association's plan of activities to the Board of Management, and leading and directing the performance of its duties. c) Reviewing minutes and certificates issued by the Association Secretary d) Giving orders to make validly agreed payments. e) Resolving urgent issues that crop up, reporting the action taken to the Management Committee when it next meets. f) Exercising powers granted to the Chairperson by the General Meeting through an express Resolution, provided such powers are not the General Meeting's exclusive preserve. DEPUTY CHAIRPERSON Article 24.- The Deputy Chairperson shall perform the functions of assisting the Chairperson and deputising for him or her in the event that he or she is temporarily unable to serve. The Deputy Chairperson shall also have the powers expressly delegated to him or her by the Chairperson. SECRETARY Article 25.- The Secretary's specific duties shall include receiving and processing applications for admission to the Association, keeping the Members' Register and membership records, and filling in the Minutes Book, which shall be in his or her custody. In addition, the Secretary shall see to it that the current legal requirements governing Associations are met, keeping the Organization's official documents in his or her custody, certifying the contents of the Association's Books and files, and sending mandatory notification to the relevant authorities concerning the appointment of Board of Management officers and changes of registered address. TREASURER Article 26.- The Treasurer shall report on income received and payments made, and prepare the annual budget of income and expenditure and the statement of accounts for the preceding year, which must be presented to the Board of Management so that the Board, in turn, may submit them to the General Meeting for approval. He or she shall sign receipts for the periodic fees paid by members and for conditional contributions, and other treasury documents. CHAPTER THREE CONCERNING MEMBERS: REQUIREMENTS AND PROCEDURE FOR ADMISSION, AND CLASSES OF MEMBER Article 27.- Membership of the Association is open to physical or legal persons who wish to join and who meet the following conditions: - Being a person of full legal age or an emancipated minor, and not subject to any legal condition for the exercise of his or her rights, nor being of restricted legal capacity as a result of a final and unappealable ruling by a court of law. - Acceptance of the Association's aims - Successful completion of the admission process Legal persons wishing to belong to the Association shall apply in writing for admission to the Chairperson, enclosing the following documents: a) A copy of the Articles of Association that govern the applicant. b) A document issued by the relevant Registry certifying that the applicant is duly registered. c) A document issued by the applicant's relevant organ certifying that the applicant has passed a resolution expressing its will to join the Association and abide by these Articles of Association, and naming the persons who will represent the applicant within the Association. Article 28.- Those who wish to belong to the Association shall submit a written application seconded by two members and addressed to the Chairperson, who will report on the application to the Board of Management, which in turn will determine whether or not to admit the applicant. The applicant may submit an appeal against non-admission, which will be referred for a decision to the General Meeting. Article 29.- The Association, by resolution of the Board of Management, may confer honorary membership on persons who, while meeting the requirements for joining the Association, cannot serve the Association's aims through their physical presence. Such members' status shall be purely honorific; hence they shall not have the legal status of non-honorary members, nor shall they be entitled to serve on the Association's Governing and Administrative organs. They shall be exempt from obligations of any kind towards the Association. Founding members are those who, at the time, signed the Association's Memorandum and articles of association, and those who were admitted as members during the first four months following the formation of the Association. The status of founding member is a purely honorific distinction. MEMBERS' RIGHTS AND DUTIES Article 30.- Any person who joins the Association is entitled to:
1) Object to resolutions and actions that run counter to the Associations Act or the Association's Articles, within forty calendar days of the date when the complainant became aware, or had the opportunity to become aware, of the contents of the resolution to which he or she is objecting. 2) Be informed about the composition of the Association's governing and representative organs, and the current situation with regard to the status of its accounts, and the performance of its activities. 3) Learn, at any time, the identity of the Association's other members, the status of the income and expenditure accounts, and the situation with regard to the performance of the Association's activities, in the terms specified by data protection legislation. 4) Receive notice of General Meetings, attend them and exercise his or her right to speak and vote at them. The member may appoint another member to attend as his or her representative. 5) Take part, in accordance with the present Articles of Association, in the Association's management organs. The member may vote for the appointment of officers and also stand for election him- or herself. 6) Have his or her name entered in the Members' records required by current legislation, and wear or display the Association's emblem or badge, if it has one. 7) Receive a copy of these Articles of Association and the Association's Internal Rules if such exist; and submit requests and complaints to the executive organs. 8) Participate in group events for members, and enjoy the amenities available for use by all members (the members' area, libraries etc. at the Association's premises). 9) Be invited to have his or her say in writing, prior to the commencement of disciplinary proceedings, and be informed as to the causes which have given rise to such proceedings, which may spring only from the person's failure to perform his or her duties as a member. 10) Cease his or her membership at any time, without prejudice to the need for the member to make good on his or her commitments to the Association which have not yet been fulfilled. Article 31.- Members' duties are to: a) Actively assist the Association with accomplishing its aims. c) Contribute to meeting the Association's expenses by paying periodic fees and the member's pro-rata share of extraordinary expenses, and by making other contributions as stipulated by the General Meeting. d) Abide by and fulfil the present Articles of Association, and resolutions validly adopted by the Association's decision-making organs. e) Pay the conditional contribution in full, under the agreed terms and conditions LOSS OF MEMBER STATUS Article 32.- A member shall lose his or her status in the following circumstances: 1. Through the member's decease (or dissolution, in the case of legal persons). 2. When the member voluntarily applies to give up his or her status 3. Through the removal of the member as a disciplinary measure, by resolution of the Board of Management, in the following circumstance: serious, repeated and deliberate failure by the member to perform his or her duties under the present Articles of Association and resolutions validly passed by the General Meeting and Board of Management. 4. Stakeholder members (persons or institutions who establish a link with the Association by making conditional contributions) shall lose the status of stakeholder member upon taking back the full amount of their conditional contributions DISCIPLINARY ARRANGEMENTS Article 33.- Members may be disciplined by the Board of Management for repeatedly infringing these Articles of Association or resolutions by the General Meeting or Board of Management. Disciplinary measures may range from suspension of the member's rights, for between a fortnight and a month, to permanent removal, under the terms of articles 34 to 37 inclusive. To this end, the Chairperson may agree to the opening of an inquiry to clarify which aspects of a member's conduct may be subject to disciplinary measures. The disciplinary process will be conducted by the Secretary, who will propose to the Board of Management the measures to be taken. The application of disciplinary measures shall be the responsibility of the Board of Management, who must give a hearing to the member concerned beforehand. The member may appeal against such a resolution, which will always state the grounds for imposing discipline, to the General Meeting, without prejudice to the taking of action under article 30, paragraph 1). Article 34.- Should a member's conduct allegedly constitute cause for removal from the Association, through serious, repeated and deliberate failure by the member to perform his or her duties under the present Articles of Association or resolutions validly passed by the General Meeting and Board of Management, the Chairman may give the Secretary orders to make certain preliminary fact-finding enquiries, as a result of which the Chairperson may give orders either to shelve disciplinary proceedings or to open a file with a view to removing the member. Article 35.- Should a disciplinary action file be opened in any of the circumstances set out in article 32.3, the Secretary, after checking the facts, will send the member concerned a document setting out the charges raised against him or her. The member may reply to the charges, stating whatever he or she wishes in self-defence, within seven days. At the end of this period, whether the member replies or not, this matter will be included on the Agenda of the next Board of Management meeting. The Board shall pass resolution as appropriate, with a quorum of half plus one of the officers. The resolution removing the member shall be communicated to him or her, mentioning that he or she may appeal the resolution at the next Extraordinary General Meeting. If no such meeting is arranged for other purposes within the following three-month period, one will be called exclusively to hear the member's appeal. Meanwhile the Board of Management may resolve that the accused person's rights as a member be suspended and, if the member sits on the Board of Management, the Board must suspend him or her from office. Should the file concerning the member's removal be referred to the General Meeting, the Secretary shall prepare a summary of the file's contents, to allow the Board of Management to present the accused person's defence to the General Meeting, and duly report the facts so that the Meeting may pass the relevant resolution. Article 36.- The resolution removing the member, which will always state the grounds for removal, must be conveyed to the member concerned, who may take the matter to court as he or she is entitled to do, if he or she considers the resolution to contravene the Association Acts or these Articles of Association. Article 37.- When a member is notified of his or her removal from the Association, whether voluntarily on the member's part or as a consequence of disciplinary proceedings, the notice will include a formal demand that the member make good on any obligations towards the Association that he or she has not yet fulfilled. Loss of status by a stakeholder member shall not entitle him or her to any financial compensation. This provision does not apply to a stakeholder member's right to receive back the actual value of the conditional contributions made by him or her, on the terms and conditions agreed for claiming them back. CHAPTER FOUR FOUNDING EQUITY AND BUDGET SYSTEM Article 38.- The Association does not have any founding equity from the time of start-up. Article 39.- The financial resources which the Association earmarks for the performance of its activities shall be as follows: a) The annual fees and other membership dues set by the General Meeting b) The proceeds from the Association's assets and rights, in addition to grants, legacies and donations which the Association comes by legally. c) Income which the Association obtains from lawful activities that the Board of Management resolves to perform, always within the aims set out in these Articles of Association. d) Stakeholder members' conditional contributions. The calendar on which the Association is run, and likewise its financial year, shall be an annual period from January to December, with the books being made up to 31st December each year. The profits obtained by the Association from its financial activities, including the provision of services, must be earmarked exclusively for the achievement of its aims. Under no circumstances must profits be shared out between the members, their spouses or sentimental partners who are members of their household, or their relatives; nor may profits be transferred free of charge to physical or legal persons for their financial gain. This prohibition does not apply to conditional contributions and their proceeds, which shall be repayable to stakeholder members under the agreed terms and conditions. Stakeholder members' conditional contributions shall be invested in Projects supported by Micro-loans and Loans from the Mundubat Foundation, under Agreements made with the Association. The Association shall administer these contributions and apply any returns which it may receive on them in accordance with the present Articles of Association and the conditions applicable to the contributions. Stakeholder members may request full or partial repayment of the updated value of their contributions, in accordance with the timescales and conditions laid down for this purpose in the conditional contribution agreements. CHAPTER FIVE CONCERNING THE MODIFICATION OF THESE ARTICLES OF ASSOCIATION Article 40.- Modification of these Articles of Association will have to be resolved upon at a session of the General Meeting of members called specially for this purpose, when the Board of Management so resolves, either on its own initiative, or at the request of half of the members with fully exercisable rights. In either case, the Board of Management shall see to the drafting of the modification, and shall fix the time allowed for that purpose. Article 41.- Once the modification has been drafted within the time limit set, the Chairperson shall include it in the Agenda of the next Board of Management meeting. The Board will either approve the draft or, as applicable, return the modification to the Committee concerned for re-drafting. If the Board approves the draft, it will resolve to include it in the Agenda of the next General Meeting, or will resolve to call a General Meeting specially for this purpose. Article 42.- The text of the modification to the Articles of Association shall be included with the notice of the General Meeting, so that members may submit any proposed amendments to the Secretary. The Secretary, in turn, will present members' amendments to the General Meeting, provided that he or she receives them at least eight days before the session is due to be held. Amendments may be submitted either by individual members or by a group of them. They shall be submitted in writing and shall contain the new text proposed by the member(s). After amendments have been voted on, the General Meeting shall pass the Resolution modifying these Articles of Association, which will be effective where third parties are concerned only after the new text has been lodged with the General Registry of Associations. CHAPTER SIX CONCERNING DISSOLUTION OF THE ASSOCIATION AND THE APPLICATION OF ITS EQUITY Article 43.- La Association shall be dissolved: 1. By the will of the members, expressed at an extraordinary General Meeting held specially for that purpose. 2. On completion of the term, or fulfilment of the condition, set in these Articles of Association 3. On takeover by, or merger with, other associations. 4. If membership falls below the minimum number of members set by law. 5. By a final, unappealable judgement by a court of law agreeing upon dissolution. 6. If it becomes impossible to accomplish the Association's aims. 7. Due to the causes set out in article 39 of the Civil Code. Article 44.- In the event that the Association is dissolved, the General Meeting which resolves upon dissolution will appoint a Liquidation Commission, composed of three members selected from the Board of Management, who will take charge of the Association's existing funds. Once the Association's obligations to the members and to third parties have been met, any remaining equity shall be used for the aims pursued by the Association as stated in these Articles of Association, which may not under any circumstances entail the sharing out of these assets amongst the members, with the exception of conditional contributions. Any remaining equity shall be given to non-profit organizations with aims similar to the Association's, or, in a more general sense, to organizations working in the field of researching and developing unconventional (non-mainstream) financial support systems for projects undertaken in the third and fourth world that contribute to the elimination of social exclusion. FINAL PROVISION The General Meeting may approve a set of Internal Rules to further develop the present Articles of Association. Under no circumstances shall the Internal Rules affect or alter the provisions of these Articles of Association. |
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Fundación Mundubat. Sombrerería, 2-3º 48005 BILBAO.
Tel.: (+34) 944 162 325 Fax: 944 794 248 mundubat@mundubat.org
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