Torrevieja u3a Constitution (Herein known as the Association Rules)

1 The name of the Association is Torrevieja u3a, hereafter referred to as the Association.

2 Administration

2.1 Subject to matters set out below, the Association and its property will be administered and managed in accordance with the Association Rules by the members of a committee as constituted by clause six below.

3 Objectives of the Association

3.1 To bring together semi/retired people who want to pursue learning as members of like-minded groups.
3.2 To encourage social and recreational activities which provide exercise for both mind and body for members.

4 Powers

In furtherance of the defined objectives, the Committee may exercise the following powers: -
4.1 To raise funds and to invite and receive contributions, but not to undertake any substantial permanent trading activities.
4.2 To receive donations, endowments, sponsorship, grants, legacies and subscriptions, and to hold these funds in trust for the Association.
4.3 To receive those membership dues stipulated by the Committee and to hold them in a bank account set up for this purpose.
4.4 To organise and run Association activities.
4.5 To disseminate information about the Association’s activities to the members and the press and other media by various means.
4.6 To spend and donate in Spain such sums of money as are agreed and authorised by the Committee.

5.Membership

5.1 Membership of the Association is open to individuals, as per 3.1 above, who are interested in its activities and have paid the annual subscription determined by the Committee.
5.2 Every paid up member has one vote.
5.3 The Committee may terminate the membership of any individual if annual membership or other fees are unpaid after the due date or if the member acts in a way which is prejudicial to the interests of the Association, provided that the individual concerned has been given the right to be heard by the Committee and be accompanied by a friend who may also speak or make written representations to the Committee before a final decision is made.
5.4 Policies, procedures, rules and guidelines of the Association are available on the Torrevieja u3a website and on request from the Secretary at monthly meetings.

6 Committee

6.1 The management of the Association is to be vested in a Committee consisting of fully paid-up members whose duty will be to carry out general policy and look after the day-to-day running of the Association.
6.2 At the Annual General Meeting of the Association the members will elect from amongst themselves the following Honorary Officers: a President, a Secretary and a Treasurer, each of whom must hold Spanish residency and have been a Torrevieja u3a member in the year prior to the AGM. They will each hold office from the conclusion of the meeting.
6.3 The Committee will consist of no less than eight and no more than twelve members, including the Honorary Officers.
6.4 The Committee may additionally appoint co-opted members who will have full voting rights. Non-members of the Association may be invited by the Committee to serve for a limited period because of their special expertise, with no voting rights.
6.5 Vacancies on the Committee which arise through resignations, retirements or termination during the year can be filled from the membership, and such appointees will be eligible for re-election at the next AGM.
6.6 A member of the Committee shall cease to hold office if they notify the Committee in writing of their wish to resign.
6.7 A member of the Committee shall cease to hold office if they are subject to a vote of no confidence by at least a two-thirds vote of the members.

7 Election of Committee Members

7.1 The election of members to the Committee will be at the AGM of the Association.
7.2 The newly-elected Committee will take office at the conclusion of the AGM.
7.3 All Committee members, including Honorary Officers, will serve for a period as voted by members.

8 Meetings and Proceedings of the Committee

8.1 The Committee must hold at least four ordinary meetings each year.
8.2 A special meeting may be called at any time by the President, or by any two members of the Committee who give at least 14 days notice to all other members of the Committee of the matter(s) to be discussed.
8.3 The President will chair the meeting but in their absence the Vice-President will take over. If the Vice-President is also absent the Committee may choose one of their number to be acting President before any business is transacted.
8.4 There must be a quorum of at least five voting members.
8.5 Every matter will be decided by a majority of members of the Committee present and voting on the matter. In the case of a tied vote the President will have the casting vote.
8.6 The Committee must keep minutes of the proceedings at meetings of the Committee, and these minutes must be available for inspection if any Association member requests them.
8.7 The Committee may from time to time make and alter rules for the conduct of business. No rule may be made which is inconsistent with the Articles of Association.
8.8 The Committee may decide by agreement to appoint sub-Committees, which must contain at least one member of the main Committee, for the purpose of performing any function or duty which, in the opinion of the Committee, would be more conveniently undertaken by such a sub-Committee, provided that all acts and proceedings of the sub- Committee are fully reported to the main Committee.
8.9 No Committee member will be chargeable or responsible for any loss caused by any act done or committed to be done by him/her or by any other Committee member, or by reason of any mistake or omission made in good faith by any Committee member, or by reason of any conduct other than wilful and individual fraud or wrongdoing on the part of the Committee member in question.

9 Finance

9.1 The Association’s funds, including all donations, contributions and bequests must be paid into an account operated by the Committee in the name of the Association at such bank as the Committee decides. All monies drawn on the account must be verified by at least two of the committee agreed bank signatories.
9.2 Funds belonging to the Association may be applied only to furthering the objectives of the Association.
9.3 No funds may be transferred in any way to Committee members except in payment in good faith of reasonable and proper out-of-pocket receipted expenses incurred in the course of work for the Association.
9.4 All proper costs, charges and expenses incidental to the management of the Association may be defrayed from the Association’s funds.
9.5 The President may, from time to time, incur expenses without authorisation up to an amount agreed by the Committee.
9.6 All expenses incurred in a given year must be claimed by 10th December of that year to allow for their inclusion in the appropriate annual accounts of the Association.

10 Property

10.1 All property of the Association must be used only in accordance with the objectives of the Association.
10.2 Ownership of Association property is vested in the Association but items may, with the agreement of the Committee, be stored in a nominated member’s home on a temporary basis until such time as the member’s membership of the Association ceases or the Committee requests its return.

11 Accounts

11.1 The Committee will comply with all its obligations under Spanish law regarding the keeping of accounting records, preparation of annual statements and furnishing the appropriate authorities with records when required.

12 Annual Report

12.1 The Committee must comply with any obligation under Spanish law to provide an annual report and to submit it to the appropriate authorities when required.

13 Annual General Meeting

13.1 There must be an Annual General Meeting of the Association, held every year but not longer than fifteen months after the previous AGM.
13.2 Every AGM must be called by the Committee. The Secretary must give at least 14 days’ notice to all members of the Association. All paid-up members are entitled to attend and to vote at the meeting.
13.3 Accidental omission to give notice to any member shall not invalidate the proceedings of any AGM.
13.4 The Committee must present for approval at each AGM the report and accounts of the Association for the preceding year.
13.5 The Committee will appoint an Examiner for the Annual Accounts of the Association.
13.6 Nominations for election to the Committee must be made by members in writing and must be in the hands of the Secretary of the Committee at least 14 days before the AGM. Should nominations exceed vacancies, elections will be by a private ballot, held on the morning of the AGM. Voting will close 15 minutes before the start of the meeting to allow counting. A proxy voting system will be available for those unable to attend.
13.7 Any proposals to amend these Association Rules must be considered by the Committee and agreed with a majority. The president having the casting vote if necessary.
13.8 At every Annual General Meeting minutes of the proceedings must be taken.

14 Extraordinary General Meetings

14.1 The Committee must call an Extraordinary General Meeting of the Association at any time if called upon to do so in writing by at least 10 members. At least 14 days’ notice must be given as well as the nature of the business to be discussed. There will be a quorum when 30% of the membership is present.
14.2 Minutes of any Extraordinary General Meeting must be taken.

15 Alterations to the Association Rules

15.1 Subject to the following provisions of this clause, the Association Rules may be altered by a resolution passed by not less than two-thirds of the members present and voting at an AGM or EGM. The notice of the Meeting must include notice of the resolution and set out the terms of the alteration proposed.
15.2 No amendments may be made to Clause 1 (the name of the Association) and Clause 3 (the Objectives of the Association) without prior consent of the appropriate Spanish authorities.
15.3 No amendment may be made which would have the effect of causing the non-profit organisation to cease being an Association under Spanish law.

16 Dissolution

16.1 If the Committee decides that it is advisable or necessary to dissolve the Association it must call a meeting of all paid-up members with at least 14 days’ notice, giving the terms of the resolution to be proposed.
16.2 If the proposal is confirmed by a two-thirds majority of those present and voting the Committee has the authority to realise any assets held by or on behalf of the Association.
16.3 Any assets remaining after the payment of all proper debts and liabilities must either be given or transferred to other local charities whose objectives are similar to those of the Association, or realised and the money given to local charities as established in the Articles of Association, all transactions being subject to Spanish law.
16.4 A copy of all statements and transactions must be submitted to the appropriate Spanish authorities

April 2024