ICA Statutes
Art.1 – INCORPORATION
The “CLUB INTERNACIONAL D’ANDORRA” is a non-profit Association.
Art. 2 – REGISTERED ADDRESS
The registered address of the “CLUB INTERNACIONAL D’ANDORRA” is Av. Sant Antoni 26, baixos, La Massana – the relevant permission having been obtained – and may be moved to another place within the Principality, if the General Assembly so decides.
Art. 3 – AIM
3.1 – The aims of the Club are the following: to guide, organize and initiate meetings and activities of a linguistic, cultural or leisure nature, inside and outside the territory of Andorra, in order to promote friendship between the various nationalities.
3.2 – The Club may carry out economic activities if these fall within its statutory aims and are not aimed, implicitly or explicitly, at securing economic or financial gains to be shared out among its members.
3.3 – The Club may carry out all legal activities relevant to the purposes of its Statutes, always according to the requirements and conditions of the law.
Art. 4 – DURATION
The Club shall last indefinitely.
Art. 5 – APPLICABLE LEGISLATION
The Club has its own legal personality and capacity and is based on democratic principles. It is governed by the Law of Associations of 29 December 2000, the Regulations of the Association Register of 1 August 2001 enacted by Decree on 1 August 2001, by these Statutes and by agreements validly taken by its bodies.
Members
Article 6 – ADMISSION OF MEMBERS
The “CLUB INTERNACIONAL D’ANDORRA” is open to all individuals who wish to engage in and develop their activities, promote friendship among nationalities, and who are willing to pay the annual membership fee.-
6.1 – Membership Application Process
To become a member of the Club, individuals must submit a membership application to the Board, complete the required membership application form, indicate the type of activities they are interested in, pay the annual fee, and provide an email address and mobile phone number to receive Club communications. Membership will become effective once these formalities have been completed.
6.2 – CATEGORIES OF MEMBERSHIP
Members shall be classified into the following categories:
6.2.1 – Active Members
Active Members are those who have applied for membership and are up to date with their membership fees. Active Members have the right to be accompanied by their children at all Club activities. Children over the age of 18 and under 25 who are enrolled in full-time education are not required to be individual members.
6.2.2 – Honorary Members
Honorary membership may be granted to Active Members who have provided significant service to the Club or to non-members who are deemed to have made outstanding contributions or have promoted the Club’s interests. Honorary Members are elected by resolution of the General Assembly, upon proposal by the Board, with the favourable vote of three-quarters of the attending members. Honorary Members are exempt from membership fees. Honorary membership shall be granted for a period of five years, and at no time shall there be more than twelve Honorary Members.
Art. 7 – CEASING TO BE A MEMBER
Any member may resign from the Club on giving notice in writing to the Secretary; resignation from the Club does not excuse the member from payment of the annual membership fee for the year in which the resignation takes effect unless that resignation is effective as of January 1.
Art. 8 – LEGAL SYSTEM
8.1 – Rights of members – All members of the Club, provided they are current in the payment of their membership fees, shall have the right to:-
a) – Be present, take part and vote at General Assemblies, personally or by proxy.
b) – Vote in all the other bodies of the Club to which they belong.
c) – Be elected to the governing bodies, provided also that they fulfil the qualifying legal requirement of being holders of residence permits in Andorra.
d) – Be informed of all the Club activities through its web site available at www.international-club-andorra.com and any direct communications that may be made to members from time to time at the discretion of the Board and take part in them.
e) – Be informed of the running of the Club, and especially of the decisions taken by the governing bodies, statements of accounts and Club relations with public authorities and third parties.
f) – This right may be exercised by requesting the Secretary for the relevant information or asking questions at General Assemblies.
g) – Members who have had their vote against a decision recorded in a Minute and those not present in the meeting at which the decision was taken, may legally impugn it if the decision is contrary to the Law of Associations or these Statutes, or if it benefits some members or third parties to the detriment of other members or the interests of the Club, within thirty days of its being taken.
h) – Members who have impugned a decision may ask the Secretary to make a marginal note of this impugning in the Minutes.
i) – Any member has the right to ask for and obtain within ten days a total or partial copy of the Minutes of meetings of the General Assemblies and of the Board. These copies shall be certified by the Secretary.
8.2 – Duties of members
8.2.1 – Members of the Club shall have the following general duties:
a) To be loyal to the objectives and aims of the Club and act to achieve them.
b) To contribute to the maintenance of the Club by means of payment of the annual membership fee.
c) To respect and comply with the decisions taken by the bodies of the Club.
Article 9 – MEMBERSHIP FEES
9.1 Joining Fee
Each new member must pay a registration fee, the amount of which shall be proposed by the Board and approved by the General Assembly.
9.2 Annual Membership Fee
Each member, except Honorary Members, shall be required to pay an annual membership fee, the amount of which shall be proposed by the Board and approved by the General Assembly. New members who join during or after the Andorra la Vella FIRA shall only be required to pay the joining fee and shall be exempt from paying the annual membership fee for the current year.
9.3 Payment Method
Active Members must pay their annual membership fee via direct debit. Active Members who do not provide their bank account details to the Club must pay the amount directly into the bank account designated by the Club and send an email to the Membership Secretary to confirm payment before January 31. Members who fail to comply with this requirement must pay both the joining fee and the annual membership fee if they wish to renew their membership.
Art. 10 – DISCIPLINARY SYSTEM
10.1 – The following shall be considered offences:
1. Failure to pay the annual membership fee.
2. Indulging in activities opposed to the Club aims.
3. Acting in such a way as to harm the Club.
4. Behaving improperly during an activity of the Club.
5. Making improper use of Club’s funds.
6. Behaving in a manner that may have given the Club a bad image.
10.2 – These offences shall be in principle be considered as warranting cancellation of membership, in the case of failure to pay the annual membership fee, or expulsion from membership of the Club in the other cases. However, the member shall be invited by the Board to explain the reasons for his behaviour or attitude within ten days and informed of the sanction. After listening to the member, the Board shall propose expulsion from the Club if this is judged necessary. The offender shall always have the right to appeal to the General Assembly – which in any case shall have the final decision – to present the arguments he thinks appropriate to his defence.
The Association's entities
The entities of the ”CLUB INTERNACIONAL D’ANDORRA” are: The General Assembly of Members, the Board and the President .
Art. 11 – THE GENERAL ASSEMBLY OF MEMBERS
This is the body, which shapes and expresses the Club’s will. Its decisions are binding on all members, on condition that they have been taken according to these Statutes and the Law of Associations.
11.1 – Ordinary Assembly – This shall meet at least once a year and shall have the following powers:
11.1.1 – To propose and decide on general lines of action for the smooth running of the Club.
11.1.2 – To elect and renew the members of the Board and dismiss all or part of its members, including the President, after a specific vote on this question which shall require the simple majority of the members present. The vote shall always be secret and members may vote for or against anyone standing unopposed for office on the Board.
11.1.3 – To decide on amendments to these Statutes as may be necessary by absolute majority of the members present or represented by proxy.
11.1.4 – To debate on the achievement of the Club’s aims.
11.1.5 – In general, to discuss and take decisions which may be of interest to the Club.
11.1.6 – To approve the annual budget, which shall express the fees or contributions required of members, and, to approve the settlement of the previous budget.
11.1.7- To approve the definitive expulsion where appropriate of members who have committed a serious offence, after the necessary disciplinary proceedings, taking into consideration all the statements of those concerned.
11.1.8 – Members voting against a specific resolution, may ask in the same meeting that their vote be recorded in the minutes and they may also ask for their opposition to be recorded in a marginal note in the Register.
11.1.9 – The General Assembly may decide by absolute majority of those present to submit a controversy to the jurisdiction of the Andorran Courts.
11.1.10 – To decide on affiliation or co-operation with organizations of an international nature, without prejudice to what national authorities may rule on this matter.
11.1.11 – The dissolution of the Club.
11.2 – Extraordinary Assembly – This may be summoned by the Board or at the request of one tenth of the current members eligible to vote. In this latter case, the request must be made to the Board with a minimum notice of 8 days before holding the meeting, indicating the agenda proposed. The Board is in duty bound to carry out the summons
within 20 days following the request and must respect the agenda proposed by the applicants in its entirety, but may add other points if it considers this relevant.
11.3 – Summons – Ordinary and Extraordinary Assemblies are summoned by the President of the Board by means of a letter sent to members with minimum notice of 15 days before the Assembly is to take place. The summons shall include the place, day and time of the meeting and the agenda of matters to be dealt with. It may also contain the same information relating to a second call in case there is no quorum at first call. Between first and second call there must be a space of at least half an hour.
11.4 – Attendance at Assemblies. – All members have the right to attend both Ordinary and Extraordinary Assemblies. All members have the right to ask for and obtain total or partial copies of the Minutes of Assemblies, certified by the Secretary.
11.5 – All members have the right to vote, provided that they have paid their annual membership fee. Those members who cannot be present at an Assembly may delegate, in writing, their vote to another named member or to the President or Secretary to represent them. Those present at an Assembly who are representing a member unable to be present must make this known at the beginning of the meeting.
11.6 – Quorum and decisions at Assemblies – In order for both Ordinary and Extraordinary Assemblies to have a valid quorum, half the full members must be present at first call but at the second call there shall be a quorum whatever the number of those present.
Decisions at the Ordinary and Extraordinary Assemblies shall be taken by a majority of the members present considering for these purposes that those members who have delegated their vote in writing to another member are also deemed to be present. Decisions taken shall be recorded in Minutes to be signed by the Secretary and countersigned by the President.
A member voting against a specific resolution may ask in the same meeting that his vote be recorded in the minutes.
Art. 12 – THE BOARD
The Board is the body which manages and administers the Club and represents it in its relations with third parties and with public authorities, including in court.
12.1 – Composition – The Board shall comprise a minimum of seven and maximum of eleven members, as follows: President, Secretary and up to nine other members. More than one member of the same family may not form part of the Board.
12.1.1 – The Board shall be elected by the General Assembly by simple majority. And all or part of it may be dismissed by the same body by a specific vote which requires a simple majority of the members present in person or by proxy. The Board shall elect the President who shall represent it.
12.2 – Powers – The Board has the widest powers to administer the Club and is also responsible for all matters not expressly attributed to another body by Law or these Statutes.
The attributions of the Board are to:
12.2.1 – Co-ordinate and direct work carried out under a decision by the General Assembly.
12.2.2 – Carry out decisions taken by the General Assembly.
12.2.3 – Authorize all expenditure agreed in the budget passed by the General Assembly, bearing in mind that this may not exceed Club revenue.
12.2.4 – Propose membership fees to be paid by members and any other fees of a special nature that may become necessary., always with the approval of the General Assembly.
12.2.5 – Present annually the statement of accounts and an activities report to the General Assembly.
12.2.6 – Fix the place, date, time and agenda for the Ordinary and Extraordinary Assemblies of the Club.
12.2.7-. Agree on Extraordinary Assemblies to be summoned by the Chairman or at the demand of a tenth of members.
12.2.8 – Appoint a Secretary, whose duties are:
to sign together with the President the Membership Register, Minutes Book, the Accounts Book covering Club activities and the Inventory of Club assets; to certify all Club documents; to draw up Minutes of meetings; and to issue written proceedings.
12.3 – Duration – The Board is elected by the General Assembly. Any member who is legally resident in Andorra may stand for election. Board members are elected for a period of four years and may stand for re-election at the end of their term.
12.3.1- In the case of a vacancy of one or more members of the Board due to resignation, civil or criminal disqualification or death, the Board may co-opt a member to cover the vacant post until the next Annual General Meeting to be held after the change. If a Board member fails to attend Board Meetings (without good cause) for a period of six months, he shall cease to be a member of the Board.
12.4 – Members standing for election must be proposed by at least five full members two weeks before the Annual General Assembly. The Board summoning and managing an election must send voting forms to all members in good time and all candidacies must receive equal treatment from the Board, which shall present them to the General Assembly. Voting shall always be secret; members being allowed to vote for or against anyone standing unopposed for office.
12.5 – The members of the Board may delegate their functions to another member of the Board for a reasonable period and always for good cause.
12.6 – Calling meetings
12.6.1 – The President shall call Board meetings at a minimum notice of 3 days, and shall fix the date, place, time and the agenda. One third of Board members may ask the President to call a meeting and the President shall make this call within five days. One third of members may ask the President to include an item on the agenda up to 48 hours before the meeting.
12.6.2 – Quorum – The Board shall have a quorum if at least half its me members are present. The Board shall have a valid quorum with no previous call if all members are present and decide to hold a meeting. If a quorum is not achieved for three successive calls, the Board shall cease to operate and the General Assembly shall be summoned to elect a new Governing Board.
12.7 – Decisions – Board decisions shall be taken by majority, the President having the casting vote. – Every decision of the Board shall be entered in the minutes to be signed by the Secretary and countersigned by the President. All members have the right to ask for and obtain a total or partial copy of the Minutes of the Board. These copies shall be certified by the Secretary.
12.8 – If a Board member votes against an agreement, he may ask in the same meeting that his vote be recorded in the Minutes. And he may ask for this to be recorded in a marginal note in the Register.
12.9 – No member of the Board shall receive any payment for the exercise of his office.
Art. 13 – LIABILITY
13.1 – The Club is liable for its actions and omissions with all its possessions and rights, present and future.
13.2 – Members of the Board are answerable to the Club, members and third parties, for their actions in the exercise of their office which may be against the Law or Statutes and for damage caused by fraud or negligence.
13.3 – Board members are jointly liable for the actions decided upon as a body unless one or more members have had their opposition to the decision recorded in the Minutes. They are likewise jointly liable if the action or omission giving rise to it may not be individually and exclusively imputed to one or more of them.
Art. 14 – THE PRESIDENT
14.1 – The Governing Board shall elect the President who shall be one of its members.
14.2 – Powers of the President – The President shall have the following attributions:
14.2.1 – To represent the Club.
14.2.2 – To call and chair Board meetings – whether called by him or at the request of a third of the Board members- and fix the agenda, place, date and time of the meeting.
14.2.3 – All powers assigned by the present Statutes and not compulsorily assigned by Law to other Club bodies.
Art. 15 – SYSTEM OF FINANCES AND ASSETS
15.1 Club Finances – The Club’s finances are derived from the registration fees and annual membership fees paid by all members, as determined by the Board and approved by the relevant General Assembly, as well as any other income generated by the Club’s activities.
15.2 Club Assets – The Club’s assets comprise the bank accounts opened in the Club’s name and any other property or equipment acquired or donated to the Club.
Art. 16 – ACTIVITY GROUPS
16.1 – Within the Club Activity Groups may be created with well-defined objectives, whether by the internal running of the Club (information, recruitment and admission, programs, public relations, etc.) or by external activities aimed at achieving the Club’s objectives (social, cultural, etc.).
16.2 – Activity Groups shall be set up by a decision of the Board which shall allot them a specific area of responsibility and approve the members to run them.
16.3 – Any Group deciding to leave the Club, shall repay any the financial help obtained from the Club during the previous five years.
16.4 – As the Club is required to make annual tax returns which include all its activities, activity groups must maintain adequate financial records and provide the Board member delegated with responsibility for preparing the annual accounts of the Club with such financial information as may be necessary to prepare such accounts and the annual tax return.
Art. 17.- DISSOLUTION
17.1 – The Club shall be dissolved if this is decided by the Extraordinary Assembly called for this purpose.
17.2 – If there are less than three members left. In this case, the President shall bring the updated Membership Book to the Registry of Associations and certify under his responsibility that it is truthful.
17.3 – If the social aim of the Club has been exhausted or if it has become impossible to fulfil the aim for which it was incorporated.
17.4 – By firm judicial sentence, as provided for by the Criminal Code.
17.5 – If the reason for dissolution is not envisaged in the Statutes, one tenth of full members may require the Board to call (an Assembly) and the Board shall carry this out within at most 30 days. The Assembly shall specifically decide on the question of dissolution.
Art. 18 – DISSOLUTION OF THE CLUB
18.1 – Once dissolution has been decided, the Board or persons appointed by the Assembly or by the judicial Authority shall form a Commission of Liquidation. From the moment of their appointment, the liquidators shall administer the Club.
18.2 – In order to liquidate the Club, the liquidators shall:
18.2.1 – Collect all payments due.
18.2.2 – Watch over the Club’s assets and manage them carefully until liquidation.
18.2.3 – Liquidate the assets and cover any debts owing.
18.2.4 – (Perform) all liquidating operations required to successfully wind up the association.
18.2.5 – Deliver all remaining assets or cash to Andorran charities. In no case shall it be permitted to share these out among members or assign them to persons or organizations engaged in profit making.
18.2.6 – Request the cancellation of the Club by the Register of Associations.