STATUTES
Article 1. Name.
With the name EDITORED EUROLATAM, ASSOCIATION OF INTERNATIONAL MEDIA PUBLISHERS OF THE EUROPEAN UNION AND LATIN AMERICA, an association is constituted under Organic Law 1/2002, of March 22, regulating the Right of Association, and complementary regulations, with legal personality and full capacity to act, lacking profit motive.
In everything that is not provided for in these Statutes, the aforementioned Organic Law 1/2002, of March 22, and the complementary development provisions will apply.
(The denomination must respect the requirements and limits established in article 8 of LO 1/2002 and in articles 22 and 23 of the Regulations of the National Registry of Associations, approved by RD 949/2015, of October 23)
Article 2. Duration.
This association is established indefinitely.
Article 3. Purposes.
The Association has as aims:
• The defense of the free exercise of the journalistic profession.
• The contribution to improving information and understanding between the European Union and Latin America.
Article 4. Activities.
To fulfill these purposes, the following activities will be carried out:
• Fixed:
o Celebration of the annual Congress of the Network.
o Publication of the Atlas of perceptions of CELAC-UE.
• Punctual:
o Thematic publications.
o Forums, conferences, thematic mini-congresses, Webinars.
o Information and data network between partners.
Article 5. Registered office.
The Association establishes its registered office at calle Alcalá, nº 21, 11th floor, Right, Municipality of Madrid, Province of Madrid, CP. 28014, and the territorial scope will be international, developing its activity in the European Union in Latin American countries.
Article 6. Nature and composition.
The General Assembly is the supreme governing body of the Association and will be made up of all the associates.
Article 7. Meetings.
The meetings of the General Assembly will be ordinary and extraordinary. The ordinary will be held once a year; Extraordinary meetings will be held when circumstances advise it, in the opinion of the President, when the Board of Directors so agrees or when half plus one of the associates propose it in writing.
Article 8. Calls.
The calls of the General Assemblies will be made in writing stating the place, day and time of the meeting, as well as the agenda with a specific expression of the matters to be discussed. There must be at least fifteen days between the call and the day set for holding the Assembly on first call, and the date and time on which the Assembly will meet on second call may also be stated, if applicable, without between one and another may mediate a period of less than one hour.
Article 9. Adoption of agreements.
The General Assemblies, both ordinary and extraordinary, will be validly constituted on first call when a third of the associates with the right to vote attend, and on second call whatever the number of associates with the right to vote.
Agreements will be reached by a simple majority of those present or represented when the affirmative votes exceed the negative ones, invalid or blank votes and abstentions not being computable for these purposes.
A qualified majority of the people present or represented will be required, which will result when the affirmative votes exceed half of them, for the:
a) Dissolution of the entity.
b) Modification of the Bylaws, including the change of registered office.
c) Disposal or disposal of assets that are part of the fixed assets.
d) Remuneration of the members of the Board of Directors.
Article 10. Powers.
The powers of the General Assembly are:
a) Approve the management of the Board of Directors.
b) Examine and approve the annual accounts.
c) Elect the members of the Board of Directors.
d) Set the ordinary or extraordinary fees, if any.
e) Approve the dissolution of the Association.
f) Modify the Bylaws, including the change of registered office.
g) Dispose of or dispose of the assets.
h) Approve, where appropriate, the remuneration of the members of the Board of Directors.
i) Any other that is not competence attributed to another corporate body.
Article 11. Composition
The Association will be managed and represented by a Board of Directors necessarily formed by a President and a Secretary.
The Vice-President, the Treasurer and the Vocals that are determined may also be part of the Board of Directors.
Only associates may be part of the Board of Directors, as long as they are of legal age, are in full use of civil rights and are not involved in reasons of incompatibility established in current legislation. The same requirements, except for partner status, must be met by natural persons acting on behalf of positions that are legal persons.
All positions that make up the Board of Directors will be free. These will be appointed and revoked by the General Assembly and their mandate will last six years.
Article 12. Meetings.
The Board of Directors will meet as many times as determined by its President and at the initiative or request of half plus one of its members. It will be constituted when half plus one of its members attend and for its agreements to be valid they must be taken by majority vote. In the event of a tie, the President’s vote will be of quality.
Article 13. Powers.
The powers of the Board of Directors will be extended, in general, to all acts pertaining to the purposes of the Association, provided that they do not require, according to these Statutes, the express authorization of the General Assembly.
The following are particular powers of the Board of Directors:
a) Direct the social activities and carry out the economic and administrative management of the Association, agreeing to carry out the appropriate contracts and acts.
b) Execute the agreements of the General Assembly
c) Formulate and submit to the approval of the General Assembly the balance sheets and annual accounts.
d) Decide on the admission of new associates.
e) Appoint delegates for any particular activity of the Association.
f) Any other power that is not within the exclusive competence of the General Assembly of partners.
Article 14. President.
The President will have the following attributions: legally represent the Association before all kinds of public or private organizations; call, preside over and adjourn the sessions held by the General Assembly and the Board of Directors, as well as direct the deliberations of both; order payments and authorize with your signature the documents, minutes and correspondence; adopt any urgent measure that the smooth running of the Association advises or in the development of its activities is necessary or convenient, without prejudice to later reporting to the Board of Directors.
Article 15. Vice President.
The Vice President will replace the President in his absence due to illness or any other cause, and will have the same powers.
Article 16. Secretary.
The Secretary will be in charge of directing the purely administrative work of the Association, will issue certifications, will keep the books of the Association legally established and the file of associates, and will guard the documentation of the entity, causing communications about appointment of Boards of Directors and other corporate agreements that can be registered in the corresponding Registries, as well as compliance with documentary obligations in the legally applicable terms.
Article 17. Treasurer.
The Treasurer will collect and guard the funds belonging to the Association and will comply with the payment orders issued by the President.
Article 18. Members.
The Members will have the obligations of their position as members of the Board of Directors, and as well as those that arise from the delegations or work commissions that the Board itself entrusts to them.
Article 19. Regime of casualties and substitutions.
Members may withdraw by voluntary resignation communicated in writing to the Board of Directors and for breach of the obligations entrusted to them. Vacancies that arise for these reasons will be provisionally covered by the other members until the final election by the General Assembly convened for this purpose.
They may also cause leave due to the expiration of the mandate. In this case, they will continue to hold their positions until the acceptance of those who replace them. They may also cause leave due to the expiration of the mandate. In this case, they will continue to hold their positions until the acceptance of those who replace them.
Article 20. Requirements.
Those people with capacity to act who have an interest in the development of the Association’s purposes may belong to the Association.
They can be members of the Association:
• Media of the European Union and Latin America.
• Journalist working in one of these media in a personal capacity.
Article 21. Clases.
Within the Association there will be the following classes of members:
a) Promoters or founders, who will be those who participate in the act of constitution of the Association.
b) Of number, which will be those who enter after the constitution of the Association.
c) Of honor, those who due to their prestige or for having contributed in a relevant way to the dignity and development of the Association, become creditors of such distinction. The appointment of honorary members will correspond to the Board of Directors.
Article 22. Low.
Members will leave for any of the following reasons:
a) By voluntary resignation, communicated in writing to the Board of Directors.
b) Due to non-compliance with the obligations contracted with the Association.
Article 23. Rights.
The founding partners and number will have the following rights:
a) Participate in as many activities as organized by the Association in compliance with its purposes.
b) Enjoy all the advantages and benefits that the Association can obtain.
c) Participate in the Assemblies with voice and vote.
d) Be voters and eligible for management positions.
e) Receive information on the agreements adopted by the bodies of the Association.
f) Make suggestions to the members of the Board of Directors in order to better fulfill the purposes of the Association.
In particular, partners will benefit from:
• Participate in the information of the Network itself.
• Relational networking provided by the Internet.
• Access to news published by member media.
• Informative initiatives of the members of the Network.
• Attendance at the annual CELAC-UE Publishers Congress.
Article 24. Duties.
The founding partners and number will have the following obligations:
a) Comply with these Statutes and the valid agreements of the Assemblies and the Board of Directors.
b) Pay the quotas that are set.
c) Attend the Assemblies and other acts that are organized.
d) Perform, where appropriate, the obligations inherent to the position they hold.
In particular, the partners commit to:
• Ensure the objectives of the Network.
• Defend the media and professionals at risk in their professional practice.
• Publish the content that the network considers essential for improving knowledge between the European Union and Latin America.
Article 25. Rights and duties of honorary members. Rights and duties of honorary members.
The honorary members will have the same obligations as the founders and number, except for those provided for in sections b) and d), of the previous article.
Likewise, they will have the same rights except for those listed in sections c) and d) of article 23, being able to attend the assemblies without the right to vote.
Artículo 26. Article 26. Economic resources.
The economic resources provided for the development of the purposes and activities of the Association will be the following:
a) The subsidies, legacies or inheritances that could be legally received by the associates or third parties, individuals or legal entities.
b) The quotas that are set.
c) Any other lawful resource.
Article 27. Heritage.
The Association lacks initial patrimony.
Article 28. Duration of the exercise
The associative and financial year will be annual and its closure will take place on December 31 of each year.
Article 29. Dissolution.
The Association will be dissolved voluntarily when so agreed by the Extraordinary General Assembly, convened for this purpose, in accordance with the provisions of article 9 of these Statutes.
Article 30. Liquidation and destination of the remainder.
In case of dissolution, a liquidation commission will be appointed. Once the debts are extinguished, the liquid surplus, if applicable, will be used for purposes that do not undermine the non-profit nature of the Association.