Rev 180123 DP ENGLISH-SPEAKING RESIDENTS´ASSOCIATION.
NOTES
Laws of Associations.
The Statutes which follow conform with the requirements of the Law of Associations (Ley 191/1964 developed by Decreto 1440/1965). Any matters not covered by the Statutes are regulated as set out in the said Law.
The Association was entered upon the Register of Associations established under the said Law on 9th September 1985 with the Registration Number 1162.
The Law requires that any change to the membership of the Executive Committee, the registered address or the Statutes is notified to the Registrar of Associations. His address is:
Registre d´Assocacions, de les Illes Balears, Conselleria de Presidencia.
C/ Sant Pere, 3 07012 Palma, Tel: 971 17 71 45
Codigo de Identificacion (C.I.F.).
The CIF number of the Association is G07270077. This number was allocated to the Association on 23 February 1988 by the Ministerio de Economia y Hacienda (Centro de Proceso de Datos).
Gender
In all that follows, use of the masculine gender includes the feminine.
STATUTES.
Article S1. Name, Registered Office and Place of Activity. The name of the Association shall be ¨English-Speaking Residents´ Association¨, (ESRA Asociación de Residentes de Habla Inglesa). The registered office of the Association shall be: Bufete Maura, Edificio Fenix, c/ S’Aigua Dolça nº 1, 1º-6ª, 07014 Palma. The place of activity of the Association shall be Mallorca.
Article S2. Objects. The objects of the Association shall be: 1. To provide a source of friendship and companionship for English-speaking persons. 2. To encourage Members to help each other. 3. To promote social and welfare activities for the benefit of Members. 4. To co-operate with other associations having similar aims. 5. To encourage and assist the integration of members with the Mallorcan community. 6. To support selected local charities.7. To do such other things as may be incidental to or conducive to attainment of any or all of the above objects, ALWAYS PROVIDED THAT, the Association shall not promote political, religious or commercial activities, except where these meet with the aims of Objects 3, 4 and 5 and should be agreed by the Executive Committee.
Article S3. Membership. Qualifications. The Association shall comprise English-speaking persons of eighteen years of age or more. Classes of Membership. There are three classes of membership: Ordinary Members, Honorary Members and Life Members, as defined in the Bye-laws of the Association.
Article S4. Rights and Duties of Members. Members shall have the right to receive information on association activities, to speak, nominate and vote for candidates, at all Association General Meetings and upon request receive a copy of the Statutes and Bye-Laws and annual accounts from the most recent Annual General Meeting. Members shall have the duty to comply with the Statutes and Bye-Laws, support the aims of the Association and not act in a manner that brings the Association into disrepute. Suspension. The President, District Chairmen or any District Committee on a two thirds majority vote may petition for the suspension of a member(s). The petition for suspension shall be brought before the Executive Committee who shall issue a decision in a manner set forth in the Association Bye-laws.
Article S5. Administrative Structure. The administrative structure of the Association shall consist of: A. The Members. B. The Executive Committee. C. District Committees. The governing body of the Association shall be a General Meeting of the Members. The Executive Committee shall be answerable to the Members in a General Meeting and, between such meetings, shall control the functions of the Association. The Executive Committee shall: Ensure the Statutes and Bye-Laws of the Association are observed. Ensure that decisions taken by Members in General Meetings are implemented. Control Association finances. For administrative purposes the membership shall be divided into Districts as determined by the Executive Committee. Districts shall have committees responsible for the management of affairs within their District. District Committees shall have the responsibility to: Ensure that Executive Committee decisions are implemented within their Districts, consider the expressed wishes of members in the District, report same to the Executive Committee and manage District funds.
Article S6. Financial Structure A. Funding. The funds of the Association shall be derived from: Membership fees, Donations, Fund raising and Grants. B. Financing. The Financial and Membership year shall run from January 1st to December 31st. Membership fees and their date of implementation will be decided by the Executive Committee from time to time and only as necessary to fund the Association. The Executive Committee shall be financed by a levy upon the Districts, (the amount to be determined periodically by the Executive Committee), donations, fund raising activities and grants. C. Administration. All bank accounts shall be in the name of the Association. The Associations funds shall be managed by the Executive Committee and District Committees. D. Assets. The net current assets of the Association at the end of the last financial year 2022 were 16.117.51€ consisting of bank and cash balances.
Article S7. The Officers and their duties. A. General. All Officers of the Association will maintain confidentiality when so indicated by the President and/or District Chairman. All committee members shall abide by the General Data Protection Regulations.
B. The Executive Committee. Duties: The Executive Committee shall be empowered at all times to conduct the administrative business of the Association, enacting and implementing policies, in the best interests of the Association and in accordance with the Statutes and the Spanish Law of Association, 1/2002 dated 22nd March 2002. The Executive Committee shall comprise the President, Secretary and up to 20 voting members. The Executive Committee, if the President so wishes, may co-opt a Past President as a voting member and up to two non-voting members. The President shall be the executive head and legal representative of the Association. He shall vote at the Executive meetings only in the event there is a tie vote and shall be an ex-officio of all other committees. The Secretary shall be responsible for preparing and circulating the Agenda for the Executive Committee and Annual General Meeting(s) of the Association. He shall take and record the minutes of such meetings, deal with correspondence and file the required legal documentation.
Article S8. Committee Meetings. The Executive Committee shall meet at least six times a year. A quorum shall be two-thirds of its members rounded up, (excluding non-voting members); decisions shall be taken by a majority vote. The Executive Committee may appoint a sub-committee to make recommendations to the parent committee. Sub-committees shall comprise at least three members, which make up a quorum. Decisions shall be taken by a majority vote.
Article S9. Election Procedures and Tenure of Office. President and Secretary. Nominations for the posts of President and Secretary shall be in the hands of the Executive Secretary by not later than 14 clear days before the date of the Annual General Meeting of the Association. Nominations shall be in writing, shall be proposed and seconded by Members of the Association and shall bear the consent of the nominee. When more than one nomination is received for any one post the voting members of the Executive Committee shall constitute a ¨Selection Committee¨ which shall recommend, from amongst those so nominated, one or more candidates for each post to Members attending the Annual General Meeting. A vote shall be taken amongst such Members and the candidate securing the highest number of votes shall be deemed duly elected. The term of office of the persons so elected shall extend to two years Other Members of the Executive Committee except District Chairmen. Nominations for all other members of the Executive Committee, except District Chairmen, shall be in the hands of the Executive Secretary by not later than 14 clears days before the date of the Annual General Meeting of the Association. Nominations shall be in writing, shall be proposed and seconded by Members of the Association and shall bear the consent of the nominee. When more than one nomination is received for any one post, a vote shall be taken amongst the Members attending the Annual General Meeting and the candidate securing the highest number of votes shall be deemed to have been elected. The term of office shall extend to two years
Article S10. Vacancy of Office. Executive Committee. The President may appoint a Member to fill a vacancy in the Executive Committee. All such appointments shall be subject to the approval of the Executive Committee.
Article S11. General Meetings.
A. The only formal business to be dealt with at General Meetings is that set out in the published agenda.
B. ANNUAL GENERAL MEETINGS.
The Annual General Meeting of the Association shall take place annually at a date determined by the Executive Committee. A formal notice advising the dates of the Annual General Meeting shall be circulated to members not less than 60 clear days in advance of the meeting. A second notice shall be circulated 28 clear days in advance of the meeting, such notice to include the date, time, venue and agenda for the meeting.
C. AGENDA FOR ASSOCIATION ANNUAL GENERAL MEETINGS:
A. Approval of the minutes of the previous Annual General Meeting. B. Presentation of the President’s report. C. Adoption of Annual Accounts for the previous year. D. Election of Officers. E. Presentation of budget for the current year. F. Appointment of agent for the Association regarding legal registration. G. Consideration of motions submitted, (i) regarding the conduct of the Association, its financing or its policies. (ii) to amend the Statutes of the Association. H. Consideration of a motion to dissolve the Association. Decisions shall be taken at the Annual General Meetings by a simple majority of those present and voting. Items G (ii) and H – by favourable vote of at least two-thirds of those present and voting.
D. EXTRAORDINARY GENERAL MEETINGS OF THE ASSOCIATION. Such Meetings of the Association may be called by the President, the Executive Committee or 10% of the membership by written request to the President. Such meetings may be called for the specific purpose of considering motions on the conduct, policies, finances, Statute amendments or dissolution of the Association. Upon receipt of such a call the Executive Committee at its next meeting shall determine the date, venue and agenda of the meeting, which shall be circulated to members in not less than 28 days in advance of the date of the meeting. Decisions taken by those present shall be by a simple majority except in the case of changes to the Statutes and dissolution of the Association when a two thirds majority is required.
Article S12. Motions for Presentations to Annual General Meetings.
Motions not set forth in the agenda items in Article S11 D. above shall be in writing and in the hands of the Executive Secretary by not less than 45 clear days before the date of the meeting(s) and listed on the agenda. Such motions if certified by the Chairman of the meeting(s), as relevant to the original motion, may, if seconded by another member present, be amended.
Article S13. Bye-Laws.
Bye-Laws and amendments to them may be made by the Executive Committee.
Article S14. Implementation of Statutes and Bye-Laws.
New or changed Statutes and Bye-Laws shall be implemented at a date determined by the Executive Committee and not before Members are notified.
Article S15. Disclaimer of Responsibility.
The Association shall not be liable for actions, comments, advice or accusations, implied or otherwise by any member(s) unless such have been approved by the President. The Association shall not be liable for any damages or personal injury resulting from or to persons participating in any Association activities. Association activities are defined as those published in Association sanctioned publications, and/or on the Association’s internet site and social media.
Article S16. Membership List.
The names, addresses and personal details of Members of the Association are strictly confidential solely for the use of those authorised by the Executive Committee and in accordance with the General Data Protection Regulations.
Article S17. Dissolution of the Association.
Where a General Meeting of the Association has agreed to the dissolution of the Association, the Executive Committee shall act as a dissolution committee. Any funds remaining, after all debts are paid, shall be donated to a charity(s) in the Balearic Islands
ASSOCIATION BYE-LAWS (rev. 180123-dp)
Article B1. DISTRICTS.
The Districts of the Association are:
Central: Palma, Llucmajor, Algaida, Sencelles, Santa Eugenia, Marratxí, Santa María, Consell, Binissalem, Costitx, Valldemossa, Deía, Soller, Fornalutx, Bunyola, Alaro.
North: Pollenca, Alcudia, sa Pobla, Muro, Llubi, Buger, Inca, Lloseta, Mancor, Selva, Campanet, Escorca.
North-East: Manacor, Sant Llorenc, Son Severa, Capdepera, Arta, Santa Margalida, María, Ariany, Sineu, Petra.
South-East: Campos, ses Salines, Santanyi, Felanitx, Porreres, Vilafranca, Montuiri, Sant Joan, Lloret.
South-West: Banyalbufar, Esporles, Estellencs, Puigpunyent, Andratx, Calvia.
Members shall be affiliated to the District relevant to their postal address.
A member can transfer to a different District after notifying their current District as a courtesy.
Article B2. EXECUTIVE COMMITTEE.
The Executive Committee shall comprise, where possible:
The President shall be the executive head and legal representative of the Association. He shall vote at the Executive meetings only in the event there is a tie vote and shall be an ex officio, non-voting member of all other committees.
The Vice President may deputise for the President in his absence, when so requested.
The Secretary shall be responsible for preparing and circulating the Agenda for the Executive Committee and Annual General Meeting(s) of the Association. He shall take and record the Minutes of such meetings, deal with correspondence and file the required legal documentation.
The Treasurer shall be responsible for reporting to the Executive Committee on the control of the finances of the Association.
The Membership Secretary shall be responsible for reporting to the Executive Committee on all matters pertaining to membership of the Association.
The Publicity Officer shall be responsible for all publicity concerning the Association along with The District Publicity Officers.
The Internet Officer shall be responsible for all aspects of the Association’s website and other authorised ESRA Social Media pages. He shall also ensure that they comply with the Statutes, Bye-Laws and the General Data Protection Regulations (GDPR).
The Chairman of each District and up to five Voting Members. The Executive Committee, if the President so wishes, may co-opt a Past President as a Voting Member and up to two non-voting members.
Article B3. DISTRICT COMMITTEES
District Committees shall meet at least six times a year. A quorum shall be two thirds of its members (excluding non-voting members), rounded up; decisions shall be taken by a majority vote. The District Committee may appoint sub-committees to make recommendations to the parent Committee. Sub-committees shall comprise at least three members which will make a quorum. Decisions will be taken by a majority vote.
Each District shall comprise a minimum of three elected officers. The Executive Committee will assist in the administration of the District in the event this requirement is not met, until such time as it is. Each District Committee will comprise, where possible:
The District Chairman or his designated representative, shall be responsible to the Executive Committee, shall report at Executive Committee meetings and report on Executive decisions to the District Committee. He shall preside over all District meetings, ensure that the best interests of the District members are being served and the District is conducted in accordance with the Statutes and Bye-Laws at all times. He shall vote at District meetings only in the event of a tie. He shall be an ex officio non-voting member of all District sub-committees.
The District Vice Chairman may deputise for the District Chairman when requested to do so.
The District Secretary duties shall be the same as those of the Executive Secretary at District level.
The District Treasurer shall be responsible for preparing the accounts, reporting to the District Committee and the Executive Treasurer on the control of the finances of the District.
The District Membership Secretary shall be responsible for collecting the appropriate membership fees, maintaining a District membership list, liaising with and rendering returns to the Executive Membership Secretary.
The District Social Secretary shall be responsible for organising social events.
The District Member Support Officer shall be responsible for administering such member support services and advice as may be appropriate.
The District Publicity Officer/Newsletter Editor shall be responsible for the compilation and content of the ESRA Newsletter, Social Media pages and publicity at District level. He shall ensure that all content complies with the Statutes, Bye-Laws and GDPR. He shall be responsible for forwarding the Newsletter to the Executive Internet Officer for inclusion on the Association’s website.
Vacancy of Office. The Chairman may appoint a member to fill a vacancy on the District Committee. All such appointments shall be subject to the approval of the District Committee.
Article B4. ELECTION PROCEDURES AND TENURE OF OFFICE
Members of District Committees. Nominations for membership of each District Committee shall be in the hands of the appropriate District Secretary by no later than 14 clear days before the date of the Annual General Meeting. Nominations shall be in writing, shall be proposed and seconded by Members of the Association affiliated to the District and shall bear the consent of the nominee. When more than one nomination is received for any one post a vote shall be taken amongst members attending the Annual General Meeting and the candidate securing the highest number of votes shall be deemed to be duly elected. The term of office of each member of the District Committee, with the exception of the District Chairman, shall extend to the next District Annual General Meeting and they shall be eligible for re-election. The term of office for the District Chairman shall be two years in synchronisation with Executive Committee.
Article B5. EXPENSES OF COMMITTEE MEMBERS AND OTHERS
Reimbursement for expenses incurred may be claimed by members as set out below.
Car travel expenses at a rate per kilometre as determined by the Executive Committee. Public transportation and other expenses at cost.
Claims by members of the Executive Committee shall be submitted on the appropriate claim form(s) not more than 60 days after the expense has been incurred and shall be approved by the President, Vice President or Treasurer and submitted to the Executive Treasurer, save only that the President, Vice President and Executive Treasurer shall not approve their own claims.
Claims by members of District Committees shall be submitted on the appropriate claim form(s) not more than 60 days after the expense has been incurred and shall be approved by the District Chairman, Vice- Chairman or Treasurer and submitted to the District Treasurer, save that the District Chairman, Vice Chairman and District Treasurer shall not approve their own claims. Travel expenses can be claimed only if the member has travelled outside his District.
Claims by other members shall be submitted to either the Executive Committee or District Committee, as appropriate, on a claim form not more than 60 days after the expense has been incurred and submitted for payment to the appropriate Treasurer.
Article B6. FINANCIAL CONTROL
A. Authority for Expenditure: All expenditure must be approved by the relevant District or Executive Committee. Capital expenditure (i.e. the purchase of assets to be shown on the Balance Sheet and depreciated over some years) must be approved by the Executive Committee.
B. Charitable Donations: All donations must be approved by the relevant District or Executive Committee. Funds raised for charity must be donated to charitable causes. Donations to charitable causes may be made from members’ funds subject to the Committee informing the members in writing.
C. Budgets: Each District and the Executive shall prepare an annual budget to be forwarded to the Executive Treasurer for approval by the Executive Committee no later than 60 days after the end of the financial year.
D. Signatories to bank accounts: Signatories may not be related to each other or members of the same household.
E. Accounts: Each District and the Executive shall prepare quarterly accounts in the format approved by the Executive Committee. Cash accounting (i.e. booking transactions when the money is received or spent) shall be used except for:
1. The prepayment of subscriptions
2. The accrual for large expenses incurred but not yet paid
3. Capital expenditure
Any exception to these practices requires the approval of the Executive Treasurer.
Article B7. INFORMATION TO MEMBERS.
Districts shall keep all Members affiliated to the District informed about ESRA activities, formal notices of meetings etc. and adopt measures to that end.
Article B8. EQUIPMENT.
The President or the District Chairman, as appropriate, shall designate a Member responsible for the custody of equipment purchased by or donated to the Association. The Member shall maintain an inventory and a record of its whereabouts and ensure that if loaned it is returned in proper condition.
Article B9. PERSONALITY OF THE YEAR.
The Executive Committee may at any time during the year designate any member as a ¨Personality of The Year¨ to be announced at the next Annual General Meeting of the Association. (NB. Not restricted to one person).
Article B10. PAYMENT OF MEMBERSHIP FEES
Annual Membership fees shall become due and payable on 1st January each year. Members who have not paid their fees by March 31st shall be deemed to have resigned and will be deleted from the membership list and will lose access to the Member´s side of the website. Some Districts may be disadvantaged by this so the cut-off date can be extended for an individual if discussed and approved by the appropriate District Committee. If they wish to rejoin, they may, at the discretion of the appropriate District Committee, be liable to pay a rejoining fee. Persons joining the Association on or after 1st October in any year shall be liable to pay only the joining fee and the following year’s membership fee; these payments shall confer membership until the end of the following year.
Article B11. SUSPENSION
The President, or District Committee on a two thirds majority, may recommend to the Executive Committee that a Member(s) be suspended permanently or for a specific period of time if it is considered that such Member(s) have acted in breach of the Statutes, Bye-Laws and the GDPR. Any member under investigation who is a member of the Executive Committee shall be suspended from the Committee until the investigation is complete. If the Executive Committee agrees that a prima facie case exists the Member(s) shall be informed in writing and the Member(s) shall have thirty days to respond in writing. The Executive Committee shall then consider the matter at its next meeting and issue a decision. Those convicted of a criminal offence are ineligible for membership of the Association.
Article B12. HONORARY MEMBERS
The Executive Committee may appoint as an Honorary Member a person whose contribution to the welfare of the Association has been or is likely to be, of considerable value. Honorary Members shall have the same rights and duties as ordinary Members except as follows:
They shall not be liable for payment of joining and membership fees.
They may not speak and vote at Association General Meetings.
They may not be nominated as Officers of the Association.
They may not nominate Members as Officers of the Association.
Honorary Member appointments may be withdrawn at any time by the Executive Committee.
Article B13. LIFE MEMBERS
For a member to be eligible for Life Membership at the age of 90, they must have been an ESRA member for a minimum of 10 years.
Article B14. EXECUTIVE LEVY
Districts shall pay the Executive Levy, in accordance with Statute SVI B, in two payments. The first shall be based on 50% of the paid up membership as of March 31st and should be made before April 30th. The balance will be based on the balance of paid up membership as at 30th September and paid before 31st October.
Article B15. GUESTS
Guests may be invited, sponsored and accompanied by Ordinary Members to attend association functions and events, twice only in a calendar year. Guests shall not have the right to: speak and vote at Association meetings, be nominated as Officers for the Association, sit on Association committees, nominate Ordinary members for any Association position. If a guest attends a subsidised event they should pay full price.
Article B16. ELECTION OF OFFICERS
The sole responsibility of the elected President is to perform those duties and responsibilities set out in Statute S7 B. The President shall hold no other position on the Executive Committee.
The offices of President and Executive Treasurer may not be held by members who are related to each other or members of the same household.
The offices of District Chairman and District Treasurer may not be held by members who are related to each other or members of the same household, unless, in the case of small District Committees, and then with the approval of the President.
The Executive Publicity Officer shall co-ordinate all “All Island” events and assist with District events when so requested.