SOCIAL STATUTES OF THE ASSOCIATION OF RELATIVES OF PEOPLE SUFFERING FROM ALZHEIMER’S DISEASE AND OTHER MENTAL ILLNESSES OF GALICIA

TITLE I.- THE ASSOCIATION

CHAPTER I.-  NAME, NATURE AND PURPOSE

Article 1.-  The ASSOCIATION OF RELATIVES OF PEOPLE SUFFERING FROM ALZHEIMER’S DISEASE AND OTHER MENTAL ILLNESSES OF GALICIA (AFAGA) is created as a non-profit organisation and for an indefinite period of time.

Article 2.-  This Association has its own legal personality and it also has full capacity to reach its non-profit goals and its benefits in its assistance performance.

Article 3.- This Association will be ruled by the herein mentioned Statutes, by its Internal Regulations and, collaterally, by the Spanish Law on Associations 1/2000 of March 22nd and other similar legislation.

Article 4.- The address of the Association will be, for all purposes, Avenida Martínez Garrido, number 21- Interior, 36205. Vigo (Pontevedra).

The address could be changed by agreement of the General Assembly.

Article 5.- The territorial scope of the Association will be the Spanish province of Pontevedra.

Article 6.- The Association will have the hereinafter purposes:

It will promote the performances and programmes aimed to improve the situation of the families and it will provide the people that suffer from Alzheimer’s and other mental illnesses a better assistance. It will represent and it will be the representative of all the relatives and all the people that suffer from Alzheimer’s and other mental illnesses to protect their rights.

It will demand from the authorities and public organisations the creation of a supporting infrastructure for the families and a continuous, comprehensive and interdisciplinary attention for the patients; as well as the creation of a special centre for the attention of the hereinabove mentioned sufferers.

It will demand from the authorities and from the suitable public organisations the budget lines needed for research.

It will provide and disseminate any information about the diagnosis of the illness and therapy to the media.

It will develop activities to raise social awareness regarding the troubles that this illnesses causes.

It will develop training activities for relatives, experts and the general public.

It will keep in touch with the entities and organisations dedicated to the study of this illness, inside and outside of Spain, with the purpose of being up to date on the latest scientific advances in this subject, so the relatives of the patients can be informed.

Every single activity developed by the Association, as well as the ones developed by the governing bodies and the members, will be aimed to reach the purposes herein mentioned.

CHAPTER II.- THE COMPOSITION OF THE ASSOCIATION

Article 7.- Any person with capacity to act and that is interested in the purposes of this Association will be a part of it.

The members of the Association can be:

Family partners. Only the relatives of people that suffer from Alzheimer’s disease will be family partners of the Association. They will have the right of opinion and vote in the General Assembly and they will be the only ones that can be part of the Governing Board. The relatives of sufferers that have passed away can still be part of the Association, keeping the agreement previously made.

Collaborating partners. Every person or organisation that is interested in the purposes of the Association will be a collaborating partner, even if they are not relatives of people that suffer from Alzheimer’s disease and other mental illnesses. They will have the right of opinion and vote in the General Assembly but they cannot be part of the Governing Board. From all these members, the Governing Board can create a Supporting Scientific Committee that will be comprised of natural or legal people of any kind as long as they can cooperate with the purposes of the Association in a selflessly and professional way.

Solidarity partners. Every person or organisation interested in the purposes and aims of the Association will be a solidarity partner. They will have the right of opinion but not the right of vote in the General Assembly and they cannot be part of the Governing Board.

Honorary partners. Any person that is given credit by the Governing Board in the field of Alzheimer’s disease or other mental illnesses will be an honorary partner. From the moment they are named honorary partners, they will have the same rights as the collaborating partners.

CHAPTER III.-  THE ADQUISITION AND LOSS OF THE FULL MEMBER STATUS

Article 8.- To achieve the status of full member of the Association, the following conditions will be required:

An application request that must be formulated in the offices of the Association.

The commitment to comply with the Statutes of the Association and its Internal Regulations.

To pay the corresponding assessment.

Article 9.- The loss of the full member status of the Association could be caused because of:

A voluntary renunciation.

The unfulfilment of the Association rules.

The persistent non-payment of the assessment that the body of the Association establishes in each period of time.

The Governing Board of the Association will manage the withdrawals due to the causes hereinabove mentioned. It will also inform the member after the hearing of the person involved.

Every person involved in the withdrawal can appeal against this decision by means of the ordinary jurisdiction.

The temporary separation of a partner could be caused because of:

A personal request;

The agreement of the Governing Board: —because of the initiation of sanctioning proceedings; — due to other justified causes that may propose these proceedings as a solution for the misbehaviour that can affect the good progress of the purposes of this Association or as a solution of the delay in payment of any assessment.

CHAPTER IV.- RIGHTS AND OBLIGATIONS OF THE FULL MEMBERS

Article 10.- With the exception of what has been said in the Article 7 of the herein document, every single member of the Association will have equal rights and obligations.

In addition, any other beneficiary will be welcome to join the activities of the Association as long as he or she meets the legal requirements mentioned in the basis hereof. His or her access will depend on the capacity of the Association resources and its own sustainability.

First section.- the rights of the members

Article 11.- There hereinbelow mentioned rights  belong to the full members:

To participate in the activities of the Association and to benefit from the services of the Association, of the Galician Federation and of the Spanish Confederation.

To choose and to be chosen for the positions established in the herein Statutes.

To be called together to assist to the General Assemblies.

To be registered in the log file and in the logbook for partners.

To know the whole text of the Association rules and the resolutions adopted by the General Assembly and the governing bodies.

To challenge the resolutions adopted by the General Assembly and the governing bodies.

To express in writing to the Governing Board everything that they think that can make the life of the Association better and that may help to reach its goals more efficiently. In case they ask for it, the hereinabove mentioned body will reply to their request.

Article 12.- The rights of the members are acquired from the very first time they are admitted into the Association, but they will disappear when the person loses the member statutes, according to the rules mentioned in the Statutes hereof.

Second section.- The obligations of the members

Article 13.- The members of the Association will have, according to the laws mentioned in the herein Statutes, the following obligations:

To fulfil and respect the precepts mentioned in the Statutes and in the Internal Regulations.

To respect the agreements made by the Governing Board and the General Assembly.

To pay the annual assessment established by the General Assembly.

To faithfully fulfil the obligations attached to the position that the members were designated for.

To cooperate in the social activities that help the proper functioning of the Association.

TITLE II.- THE BODIES OF THE LEADERSHIP

Article 14.- The Bodies of AFAGA’s Leadership are: The General Assembly and the Governing Board.

CHAPTER I.- THE GENERAL ASSEMBLY

First Section.- General provisions

Article 15.- The General Assembly is the supreme body of the Association and it is composed of every associated member.

Article 16.- Every member of the General Assembly will have only one vote. The members can delegate their vote to a delegate in person. Each delegate will have as many votes as the number of members that this delegate represents.

Article 17.- The Assembly will meet in ordinary sessions at least once a year, before June 30th, and in extraordinary sessions, as long as the Governing Board thinks it is necessary or if it is requested in writing by, at least, the 5 % of its members.

Article 18.- The General Assemblies will be validly assembled in the first call when the majority of the full members get together, in person or being represented with right to vote; and in a second call any number of members will be enough, in person or being represented by others. A period of thirty minutes must elapse before the second call of the General Assembly.

Article 19.- The calls of the General Assembly will be made by the Secretary on behalf of the President, or the person named to substitute him or her, sending a letter to every member fifteen days before the call, where the date, time and place of the meeting will be indicated, as well as the Meeting’s Agenda.

Article 20.- The Bureau of the Assembly will be chaired by the President of the Governing Board of the Association or, failing this, by a person named by the Board, who will be assisted by the Secretary of the same body and the Treasurer, only if the Meeting’s Agenda includes any economic subjects. If the Governing Board thinks it is necessary, other Experts of this body will be there too, in case they have any.

Second section.- The Ordinary General Assembly

Article 21.- It is the responsibility of the Ordinary General Assembly:

The exam that approves the Annual Accounts, the Management Report and the Proposed Application of Results.

To present the Budget for the hereinbelow Exercise, as well as the suitable Plan of Activities.

The Election, Re-election and Separation or Substitution of all or some of the members of the Governing Board and the allocation of posts.

To know and approve the proposals and projects that the Governing Board subjects to the Assembly.

To approve the annual assessment.

To establish the general courses of action that will let the Association reach its goals.

To challenge the agreements of the Governing Board.

Article 22.- The agreements made in the Ordinary General Assembly will be adopted by a simple majority of the present titular members or their representatives.

In case of draw in the first voting, the chairman will have a casting vote.

Third section.- of the Extraordinary General Assembly

Article 23.- It is the responsibility of the Extraordinary General Assembly:

To modify the Statutes.

To acquire, tax, transmit or sell real estates.

To approve the Internal Regulations.

To arrange the dissolution of the Association and to name the corresponding Liquidating Committee.

To change the address.

Article 24.- The agreements of the Extraordinary General Assembly will be made if a two-thirds majority of the present full members or their representatives agrees with it.

CHAPTER II.- THE GOVERNING BOARD

First section.- general provisions

Article 25.- The Governing Board is the leading body of the Association. It will be comprised by the hereinbelow mentioned members:

The chairman

The vice chairman(s)

Secretary(ies)

Treasurer(s)

Vocals

Article 26.- The number of members of the Board will not be less than five neither more than eleven.

Article 27.- All the charges of the Governing Board are elective, and the family partners must take them.

Article 28.- The members of the Governing Board will carry out their job during three years and they can be re-elected indefinitely. The charges of the governing body members will be free, without prejudicing the right to reimburse the costs that are properly justified due to its major function. Nevertheless, the quantities of this field cannot cross the boundaries planned in the rules of Personal Income Taxes to be considered subsistence allowances that exclude tax payment.

Every person that holds office in the Governing Board can ask for a special payment due to professional tasks that are different from their usual role as long as it is possible to pay them using funds that are not public funds or subsidies. The payment will depend on the normal parameters of the employment relationship in the company (applicable collective agreement, professional category, payment, working hours and other features of any employment relationship).

The members of the Governing Board that reach the deadline of the time they were elected for, will keep their positions until the very moment the approval of their substitutes takes place.

Second section.- the responsibilities of the Governing Board

Article 29.- It is the responsibility of the Governing Board:

To be the representative of the Association and to establish relationships with private companies and public organisations that can help the Association.

To fulfil and to enforce the Statutes and Regulations, as well as the agreements of the General Assembly or the agreements of the Governing Board.

To call and establish the Agenda of the General Assemblies according to what the Internal Regulation says.

To manage and control the economic resources of the Association and to use them properly. Moreover, the Governing Board has to organise the services and measures needed to reach these goals.

To name and fire the personnel needed to provide the services and to fulfil the purposes of the Association, indicating their functions and roles, their working hours and their remuneration.

To establish working groups to reach in the most efficient way the goals of the Association, and to approve the activities that these groups may suggest.

To write down purposes to change the Statutes and the Internal Regulations so these can be analysed by the General Assembly.

To read and understand the Statutes and the Internal Regulations so they can be used properly.

To establish the program of activities of the Association that can be voted in the General Assembly, including the corresponding economic budget of the total cost of the program.

To organise and develop the activities planned.

To write down the Management Report and the Annual Accounts that must be submitted to the General Assembly for its approval.

To propose to the General Assembly assessments that the full members of the Association must pay.

To confirm the loss of the Association member status.

To approve, if needed, surcharges that the full members of the Association must pay.

To listen to the proposals and suggestions that the members may make and take the steps required according to them.

The Governing Board is responsible for any other task that is not expressly given to the General Assembly.

Third section.- electing and leaving office

Article 30.- In the elections to office of the General Assembly, all the full members of the Association have active legitimisation  and only the family partners have passive legitimisation.

All the charges of the Governing Board are elective and the election procedure will be just like the regulations state.

Article 31.- Every single member of the Governing Board can leave office before the time the Statutes established if it is because of the following causes:

A voluntary resignation written down and given to the Governing Board.

An illness that makes the person unable to hold his/her office.

An agreement of the General Assembly that forces the person to leave office.

To unsubscribe as a member of the Association.

Forth section.- The make-up of the Governing Board

Article 32.- To be a member of the Governing Board the status of family partner is required.

Article 33.- The election of office of the Governing Board will be managed by the General Assembly.

Fifth section.- The responsibilities of the members of the Governing Board

Article 34.- The Chairman of the Governing Board or, in a special case, the Vice Chairman, will be the legal representative of the Association and he/she will act on behalf of it.

Moreover, he/she will have the following duties:

To call and rule the meetings of the General Assembly and the Governing Board. He/She will decide with his/her casting vote the draws that may happen in the Assembly or in the Board.

To establish the Agenda of the meetings of the Governing Board.

To rule the debates; opening, closing and suspending meetings.

To rule and legally represent the Association before any third parties.

To endorse the certificates issued by the Secretary and any kind of deliverance, as well as approving the documents that the members of the Governing Board or of the General Assembly may issue.

To delegate powers to the other members of the Board.

To order the payments settled by the Governing Board.

To solve the urgent questions, letting the Governing Board now in the first meeting held.

Article 35.- The Vice Chairman will substitute the Chairman in all his/her functions in case of a vacancy, absence, illness, inability or delegation.

Article 36.- The Secretary will have the following responsibilities:

To ask the General Assembly or Governing Board for the certifications required on behalf of the President.

To guard all the documentation, specially the legally binding texts.

To be responsible for the logbook of the members.

To attend every meeting that is held.

Article 37.- The Treasurer will be responsible for the administration and supervision of the Association’s Estate. He/She will also have the following responsibilities:

To provide the authorising signature, next to the the Chairman’s, in all the documents that involve funding issues; and to check the accounting record of every income or expense operation, as well as the creditors and debtors condition.

To prepare the Annual Budget, monitoring regularly its evolution as well as its annual liquidity, that will have to be approved by the Governing Board and, after that, by the General Assembly.

To report as many times as it is needed to the Governing Board about the evolution of the available treasury, about the income and expenses forecast and about the subsidies.

To formulate the Annual Accounts, that consist of a balance of the Property Status, a Profit and Loss Account and the Financial Papers. The Governing Board will submit the Annual Accounts to the General Assembly for its approval.

To be responsible for the file with all the accounting documents and bookkeepers, and to control the compulsory books.

To keep safe and control the Association’s resources.

To organise the assessment collection system.

To keep the Association up to date about its tax liability.

To attend any meetings that the Governing Board may hold.

Article 38.- The vocals will have the following responsibilities:

To advise and support the other positions of the Governing Board when it is needed.

To be part of the commissions that in due course may be created.

To cast vote for the resolution of any issues that may be submitted to the Governing Board.

To attend any meetings that the Governing Board may hold.

Sixth Section.- The sessions and agreements of the Governing Board

Article 39.- The Governing Board will summon the Assembly in an ordinary basis once a year and in a extraordinary basis when the Chairman calls it or when it is requested writing down a petition, where at least one third of its members participate.

Article 40.- The Governing Board will hold a session and will adopt valid agreements as long as, present or represented, half  of the members in the first call compete. In the second call, the session will be valid without paying attention to the number of the present or represented members. This second call can be held in the same date as the first, if there is a thirty minutes separation between one another.

Article 41.- The Governing Board will adopt agreements on the basis of simple majority of the votes of the participants and delegates.

Article 42.- The calls will be made by the Chairman or his/her substitute by sending a letter to the members. The session of the Governing Board can be held without a previous call if all the members are gathered together and if it is decided by unanimity.

Article 43.- The members of the Governing Board can name a delegate representative (as long as this representative is a member of the Governing Board) who will attend  these sessions instead of the first member mentioned.

Article 44.- Every present or represented member will have the right to one vote.

TITLE III.- LABOUR AND ECONOMIC REGIME

CHAPTER I.- THE ECONOMIC RESOURCES

Article 45.- The constituent patrimony of the Association is nonexistent.

Article 46.- The economic resources will dip into the members’ fees, voluntary contributions, subsidies, fees for services, donations, heritages and legacies and any other atypical income.

Article 47.- The Ordinary General Assembly will approve a compulsory assessment for every member of the Association if the Governing Board proposes so. The herein mentioned fee will have the cover of the necessary operating costs to develop the tasks of the Association as its goal.

Article 48.- Three months after the calendar year ends, the Governing Board will have to:

Close the Annual Accounts, that are comprised of: Balance sheet, Profit and Loss Account and Financial Report.

Establish the Budget for the next financial year.

The financial year-end closing will be the 31st of December of the current year.

Article 49.- The herein mentioned documents will be submitted to the General Assembly for its approval.

CHAPTER II.- THE WORKFORCE

Article 50.- The Association can hire as many people as it is needed so the goals of the Association can be reached without any problems.

Article 51.- The Governing Board will have the power of hiring the previously mentioned people in a service leasing way or in a working engagement way, as the case may be.

TITLE IV.- THE MODIFICATION OF THE STATUTES AND THE DISSOLUTION OF THE ASSOCIATION

CHAPTER I.- THE MODIFICATION OF THE STATUTES

Article 52.- Any member of the Association can suggest the modification of the hereby statutes to the Governing Board. The members of the governing body mentioned before can do so too.

Once the meetings have been arranged, the Governing Board will approve by majority the sketch of the new statutes so it can be submitted to the General Assembly.

Article 53.- For its approval in the Assembly, the agreement of at least two thirds of the attendees present or represented will be needed, in first and second call of the hereinabove mentioned Extraordinary General Assembly.

CHAPTER II.- THE DISSOLUTION

Article 54.- The dissolution of the Association will be caused because of the issues mentioned in the existing applicable legislation. It can also happen if the Governing Board proposes so, after the agreement of the Extraordinary Assembly that will be held with this purpose. Such agreement will have the same requirements as the statutes modification agreements.

Article 55.- In case of dissolution, the General Assembly will name a liquidating committee that will organise the Association’s estate. This committee can be the last Governing Board before the confirmation of the Assembly.

Article 56.- Once the payment of the legal obligations is fulfilled, in case of dissolution the estate resulting will be assigned to a company that is the beneficiary of the sponsorship for the purposes agreed from the Article 16th to the 25th,  both included, of the Spanish Law 49/2002, from December 23rd, of the Tax Regime of the non-profit organisations and tax incentives for patronage that are devoted to people that have intellectual disabilities and to aims of general interests analogous to the ones of the Association  hereof.

REPORT to state that:

The hereof statues of the Association of Relatives of People Suffering from Alzheimer’s Disease and Other Mental Illnesses of Galicia (AFAGA) of Vigo (Pontevedra) are written up including the changes agreed in the Extraordinary General Assembly held on May 23rd , 2012.

Vigo, May 10th, 2013.

The secretary: Aida Iglesias.

The Chairman: Juan Carlos Rodríguez Bernárdez.