Statutes

STATUTES OF “IRCC PHOTOGRAPHICAL ASSOCIATION”

CHAPTER I

NAME, ADDRESS, TERRITORIAL SCOPE AND PURPOSES

Article 1.- Name and applicable regulations

 Under the name of IRCC PHOTOGRAPHIC ASSOCIATION, it is constituted as an Association under the Organic Law 1/2002, of March 22, regulating the right of association and complementary norms that are applicable at all times and by the current Statutes, lacking in mind profit.

Article 2.- Address

The domicile of the Association is set at Avenida de Europa 40 in Pozuelo de Alarcón - Madrid (Spain), being able to establish those Delegations and representations that are considered most suitable for the achievement of its purposes.

Article 3.- Geographical scope

Its territorial scope is national.

Article 4.- Purposes and activities

The purposes of this Association are:

- Carry out all kinds of activities that are carried out with the world of photography, for the development of knowledge, discipline and improvement in subject techniques

- Serve as a platform for individual and collective reflection projects in their own environment.

- Promote, excite, enrich and share the experiences of those lovers of photography

- Study, promote, develop and enhance photography for its historical and scientific relevance, as it is a cultural fact and social document.

- Find creative formulas to develop activities and events that allow us to deepen much more in the artistic sense of photography.

- The conservation of nature, natural values ​​and their dissemination.

- The promotion of cultural exchange between its associates or affiliates and that of the Association itself, with other national, international, and other similar groups through the organization of exhibitions, meetings, conferences or similar activities.

- Collaborate with institutions, associations and other entities, sharing knowledge, contributing to technological development and protecting the ethics and values ​​associated with the development of photographic activity.

- Contribute to prove the authenticity of photographs, using tools and dedicated technology, which allows to verify and dictate the degree of authenticity of these, according to general standards or specific to each institution or body.

The following activities will be carried out to achieve these purposes:

1.Promotion, organization and creation of training courses, competitions, forums, exhibitions, publications, preparation and publication of photographic books, workshops of practices of photographic techniques and associated software.

2. Organize and promote conferences, develop participation in seminars, congresses, talks, etc., and in any other activity that contributes to disseminate knowledge about photography and serves to increase the love of it, in all kinds of fields and Social conditions.

3. Collaboration with other associations, organizations and public and private entities that serve to develop the fine of this association, including the exchange of experiences and knowledge among members or affiliates, through meetings and dedicated Internet sites.

4. Establishment of friendly relations with other photographic associations and with those cultural or other entities that have some relationship with photographic activities, whether from Spain or abroad.

5. In general terms, participation in any activity that serves the development of the association's purposes always within its legal framework

Article 5.- Duration

The duration of the Association will be indefinite.

CHAPTER II

BODIES OF THE ASSOCIATION

Article 6.- Organs of the Association.

The governing and representation bodies of the Association are the General Assembly and the Board of Directors.

CHAPTER III

THE GENERAL MEETING

Article 7.- Nature and composition.

The General Meeting is the supreme organ of the Association and is composed of all the associates that are in full compliance with their rights to deal with the matters contained in the Agenda and may be ordinary or extraordinary. Their decisions will be binding for all associates, including those absent, dissident or for those who have a voice, but without a vote.

Article 8.- Competence of the General Meeting

It is the responsibility of the General Meeting:

a) Appoint the members of the Board of Directors and their positions.

b) Approve the entrance fees, regular or extraordinary periodic, and spills.

c) Approve the budget of income and expenses and the closing of accounts for each fiscal year.

d) The acquisition, disposal and disposal of goods.

e) Approve the Statutes of the Association and the Internal Regulations, as well as its modifications.

f) The cessation of activity, the dissolution and liquidation of the Association and the destination of the final assets.

g) Decide on any other matter submitted to it by the Board of Directors.

Article 9.- Ordinary and Extraordinary General Meeting

General meetings can be ordinary or extraordinary.

The ordinary General Meeting will necessarily take place once a year, within the first six months of the same, to approve, where appropriate, the budget of income and expenses for that year, the statement of accounts of the previous year and the management of the Board of Directors.

The extraordinary General Meeting will meet in the cases provided by law, when the Board of Directors deems it necessary or when requested by a number of associates with voting rights greater than twenty-five percent

Article 10.- Call.

The General Meeting will be convened by the Board of Directors, through its President, by e-mail addressed to each of the partners at least fifteen (15) calendar days before the Assembly is held, containing the Order of the day to try. Likewise, the call must be published, with the same advance notice and content, in the Private Area enabled to the members available on the Association's website when it is operational

Article 11.- Quorum of constitution and quorum of adoption of agreements

The General Meetingmay be held in the first or second call, and there must be a minimum time of half an hour between them.

For the valid constitution of the Meeting, the presence of half plus one of the members, present or represented, with the right to vote will be necessary in the first call, being valid in the second call whatever the number of concurrent members with the right to vote , present or represented.

The agreements will be adopted by simple majority of votes of the partners, present or represented, except in the cases of modification of Statutes, dissolution of the association, disposition or disposal of goods, in which a quorum of constitution of more than the half of the voting members, present or represented, and the vote is obtained in favor of at least seventy-five percent (75%) of the attendees.

The President of the Board of Directors and, in his absence, the Vice President shall chair the General Meeting.

The Secretary of the Board of Directors or the one chosen by the Assembly at the proposal of its President shall act as Secretary.

Article 12.- Assistance

Voting in the Meetings may be:

a) Personal.

b) By delegation or representation of vote, which may be addressed by scanned document and duly sent to the Board of Directors by email, 24 hours in advance of the date of the Meeting.

Article 13.- Minutes
The Secretary shall record minutes of the agreements taken in each Meeting, attesting to them with the approval of the President of the same.
The minutes will be approved in the session itself, unless by its extension the President decides to postpone his approval for the subsequent Meeting. In the case of an extraordinary General Meeting, the minutes must necessarily be approved at the end of the session itself.

The agreements adopted will be recorded in a Book of Minutes that will be kept at the domicile of the Association available to members who wish to consult it.
Both the minutes recorded in the Books and the certificates issued in the agreements will be signed by the Secretary with the approval of the President.

Article 14.- In the case of dissolution, the General Assembly will designate one or more representatives that will be in charge of the liquidation of the Association, allocating the remainder for purposes that do not distort its non-profit nature, specifically to the institution for non-profit purposes. determine the General Assembly.

CHAPTER IV


THE BOARD OF DIRECTORS

Article 15.- Composition
The Board of Directors shall consist of a minimum of three (3) and a maximum of nine (9) members. All those elected will be in their personal capacity without any being able to represent legal persons and all must have the status of members of the Association.

Article 16.- Charges
The Board of Directors will have a President, a Vice President, a Treasurer, a Secretary and members

Article 17.- Duration of charges
The members of the Board of Directors will be elected every four (4) years, and may be re-elected indefinitely for periods of equal duration.

Article 18.- Remuneration
 The members of the Board of Directors will not receive any financial compensation for the performance of their duties.

Article 19.- Powers
 The duties of the Board of Directors are:
a) Administer and direct the economic and administrative policy of the Association

b) Plan and execute the cultural activities of the Association, following the criteria that the General Meeting carries out in this regard and deciding, in what does not contravene the indications of the Assembly, the type of activities to be carried out .

c) Present the accounts of the previous fiscal year and the budget for the current fiscal year to the General Meeting.
d) Decide on the admission and variation of partners.
e) Take any agreement that does not correspond to the powers of the General Meeting.

The powers of the Board of Directors are also:
a. Represent the Association against third parties.
b. Adopt agreements in relation to the filing of appeals, claims, requests and petitions before all kinds of authorities.
c. Direct the associative activities and carry out the economic, accounting, administrative, services and personnel management of the Association, agreeing to sign the appropriate contracts, agreements and legal acts for this purpose.
d. Execute, develop and enforce the agreements of the General Meeting.
e. Provide vacancies that occur within it and submit it to the ratification of the General Meeting, as well as propose to this body the management positions.
F. Formulate and submit for the approval of the General Meeting, in addition to the budgets and annual accounts, the rest of the accounting and budgetary documentation that is mandatory in accordance with current legislation.
g. Propose the amount of the fees and their modifications, to be ratified by the General Meeting.
h. Develop, where appropriate, the Internal Regime Regulations and the development standards that are in accordance with these Statutes.
i. Resolve on the admission or denial of new members, without prejudice to the powers of the General Meeting.
j. Hire personnel or third-party suppliers for any specific activity of the Association, duly communicating it to the General Meeting.
k. Exercise the disciplinary powers established in these Statutes.
l. Creation of Working Groups or Specialized Commissions in order to deal with the issues or matters delegated in greater detail.
m. Any other power granted by the Statutes or that is not the exclusive competence of the General Meeting, as well as those powers that may be delegated by it or that may be assumed as a result of legal or jurisdictional provision.

Article 20.- Call

The Board of Directors will meet at least once a semester. It will be convened by the President seven (7) days in advance, expressing in the call the matters to be dealt with in the agenda.

For reasons of urgency, it may be convened without the need to keep the minimum period of seven (7) days previously provided.

The Board of Directors will also be called whenever requested by at least one third of its members.

It will be validly constituted when half plus one of its members attend and the agreements will be adopted by a majority of the votes of the attendees. The sessions, the President, the Vice President and the Secretary will act in their positions. In the absence of the President will be the Vice President, and in his absence will act as such the oldest member of the Board.

Article 21.- President

 The President will have the full and representation of the Association and, consequently, the broadest powers that will comprise all kinds of powers, with the exception of those reserved for the General Meeting and the Board of Directors.

The following powers shall correspond to the President:

to. Hold the signature of the Association in all kinds of acts and contracts.

b. Convene, preside, direct the deliberations and hold the sessions held by the General Meeting, the Board of Directors and, where appropriate, the Executive Committee.

c. Order payments and authorize documents, minutes and correspondence with your signature.

d. Comply with and enforce these Statutes.

e. Adopt any urgent action that the good progress of the Association advises, is necessary or convenient for the development of its activities, without prejudice to subsequently report to the Board of Directors.

With the extension of their own powers, or part of them, they may grant power to the Secretary or to any other member of the Board of Directors or employee of the Association, as well as to lawyers and attorneys.

Article 22.- The Vice President.

The Vice President will replace the Chairman of the Board of Directors when he cannot assume his duties and will in this case have the same duties and powers.

Article 23.- The Secretary

 The Secretary shall write the minutes and keep the books thereof, both of the General Meeting and of the Board of Directors. It will transfer to whom it corresponds the agreements that the mentioned organisms adopt. Sign all notices, circulars and other documents that are written by agreement of the aforementioned bodies. He will make, on behalf of the President, the summons to the meetings.

In the registered office of the Association and under its responsibility a Registration Book will be kept with the names and addresses of the members, and date of their registration and withdrawal.

Article 24.- The Treasurer

The Treasurer will take care that the accounting of the Association reflects, at all times, the faithful image of its economic, financial and patrimonial situation, will verify the accuracy of the income and payments, and will formulate and sanction with its signature the statements of accounts and balance sheets to be submitted to the Board of Directors and to the final approval of the General Meeting, with the visa of the Presidency.

Article 25.- The Vowels

They will exercise their position in accordance with the needs of the organization of the Board of Directors, as well as those arising from the delegations or work commissions entrusted to them by the Board.

CHAPTER V

ELECTION PROCESSES

Article 26.- Elections and candidacies

 Full nominations must be submitted for all positions of the Board.

The applications will be presented at the registered office of the Association within the period established for this purpose by the Board of Directors, which will give adequate dissemination of them among the partners.

CHAPTER VI

THE PARTNERS

Article 27.- Belonging to the Association

Those persons, physical or legal, with an interest in the development of the aims of the same, may belong to the Association, by written request to its Board of Directors, backed by three founding partners.

The applicant will be a full member, once admitted to the General Meeting and will enjoy from that moment all the rights and service as an associate, acquiring the commitment to assume all the duties required in current legislation and in the statutes of the Association.

Membership in the Association involves the payment of the entrance fee, periodic and extraordinary, in accordance with the amount established by the General Meeting at any time

Article 28.- Classes of members

 The partners may be:

to. Founding partners

b. Numerary partners

c. Institutional partners

- Founding members: those signatories of the founding act of the association.

- Numerary members: those who, acquiring membership status are not signatories of the founding act of the association

- Institutional partners: business and professional associations may be part of the Association without limitation of territorial scope or activity. Professionals, companies, associations and other entities that wish to be admitted as members of the Association will request it in writing from the Board of Directors in the manner determined in the internal regulations. The Board of Directors will decide on the applications for admission and its resolutions must be ratified by the General Meeting at the first meeting held. The institutional partners will have the right to participate in the activities that are set forth in the rules of operation of the Association and that are regulated by the Board of Directors, and in no case have voting rights in the General Meeting and the Board of Directors of the Association.

The Founding Members and the Numerary Members will have the right to one vote in the adoption of agreements in the General Meeting.

Article 29.- Loss of membership status

Membership is lost:

a) At the will of the interested party expressed in writing addressed to the President of the Board of Directors.

b) By a written decision of the Board of Directors, which must be ratified in the first General Meeting in the case of serious breach of the Statutes and the Rules of Operation and Good Governance of the Association.

c) If a member is convicted of a crime or serious offense and the Board of Directors so agrees.

CHAPTER VII

OF THE ECONOMIC REGIME

Article 30.- Patrimony and annual budget

The Association will have its own independent assets and will operate on an annual budget basis.

The annual budget of the Association will be formed according to the expected income in the year and its expenses will be adjusted to the possibilities determined by the income. The associative exercise will be closed on December 31 of each year.

The Association lacks foundational heritage.

Article 31.-Economic Resources

The economic resources provided for the development of the aims and activities of the Association will be the following:

a. Entry fees, regular or extraordinary periodic, and spills.

b. The income obtained by the Association through lawful activities agreed by the Board of Directors, always within the statutory purposes.

c. The products of the goods and rights that correspond to it, as well as the subsidies, legacies, inheritances or donations that could be received legally by the associates or third parties.

d. Any other lawful remedy.

The benefits obtained by the association, derived from the exercise of economic activities, including the provision of services, should be used exclusively for the fulfillment of its purposes, without any part of its distribution between partners or between their spouses or people living together with those with an analogous relationship of affectivity, neither among their relatives, nor their free transfer to natural or legal persons with lucrative interest (Art. 13.2 LO 1/2002).

CHAPTER VIII

OF THE INTERNAL REGIME REGULATION

Article 32.- Internal Regime Regulations

The regulation of internal regime, if applicable, develops those matters not directly contemplated in these statutes or completes those already included, not being able to go against the provisions stipulated in them.

In Madrid, on November 19, 2019

IRCC ASOC FOTOGRAFICA - VAT: G88549712