Statutes of Association

CHAPTER I.- OF THE ASSOCIATION IN GENERAL

Article 1.– In accordance with article 22 of the Spanish Constitution, the non-profit entity called the Asociación de Bienestar Sexual Integral de Canarias (Canary Islands Sexual Wellbeing Association) is constituted, endowed with its own legal personality and capacity to act and which will be governed by Organic Law 1/2002, of March 22, regulating the Right of Association, Law 4/2003, of February 28, of Associations of the Canary Islands, Decree 12/2007, of February 5, which approves the Regulation of Associations of the Canary Islands, other complementary provisions and by these Statutes.

Article 2.- Purposes of the association.

The aims of the Association shall be the following:

1. The promotion of sexual health.
2. Promote easy access to sexual health care and testing services.
3. Find funds for the main objectives.
4. Performance of any purpose not expressly stated but exists to support the above.

Article 3.- Activities

For the fulfillment of its purposes, the Association will organize the following activities:

1. Carry out sexual health promotion and prevention campaigns, as well as outreach activities focused on high-risk groups, specifically MSM.
2. Observe the latest trends and recommendations in sexual health care and use them to best effect.
3. Promote the best sexual health practices for the population and the medical profession.
4. Promote easy access to sexual health care and testing services through the use of existing government, commercial and NGO facilities and develop approved services to be provided directly by the Association.
5. Work together with existing governmental and non-governmental organizations and projects, sharing the same objectives, and within the geographical limits of the Association. Such support includes, but is not limited to:
   1. Collaborative projects
   2. Direct financial support
   3. Exchange of ideas and information
   4. Referral of cases to more specialized entities, when appropriate
6. Collaboration with entities that share the same objectives throughout Spain, Europe and the rest of the world.
7. Seek funding for key objectives through all routes, including:
   1. International and European agencies
   2. National, Regional and Local Government
   3. Industrial and pharmaceutical companies and their associated social funds
   4. Philanthropic Social Funds
   5. Corporate sponsorship within the geographical limits of the Association
8. Execution of any task not expressly stated but that exists to support the above objectives.The benefits eventually obtained by the development of these activities, will be used to carry out others of the same nature, in accordance with social purposes.

Article 4.- Address

The association will have its registered office at the following postal address:

Avenida de Bonn, 23, Ground floor, Units 1 and 2 (law firm), 35100 Playa del Inglés. Tel: 828643210, Email: info@checkpointcanarias.com

Its variation will be communicated to the Registry of Associations for publicity purposes.

Article 5.- Territorial scope and duration

The Association will have autonomous regional scope of action.

The duration will be indefinitely. The dissolution agreement will be adopted in accordance with the provisions of these Statutes.

CHAPTER II.- MANAGEMENT BODIES AND ADMINISTRATION.

Article 6.- Corporate bodies.

The bodies of the association are:

a) The General Assembly.
b) The representative body.

FIRST SECTION.- OF THE GENERAL ASSEMBLY.

Article 7.- Character and composition of the General Assembly.

The General Assembly is the supreme body of the Association, made up of all the associates, which will adopt its agreements under the democratic principle of majorities of the votes validly cast.

It must be convened at least once a year in ordinary session, within the first annual quarter, to examine and approve the annual liquidation of the accounts for the previous year, the budget for the current year and the activities report for the previous year.

Likewise, it may be convened in an extraordinary session when so agreed by the representative body and when requested by a number of associates not less than 50%.

In the event that the call is made at the initiative of the associates, the meeting must be held within a period of thirty calendar days from the presentation of the request.

Article 8.- Announcements and Agenda.

The General Assemblies will be called by the President, expressly indicating the agenda established by the representative body or by the associates who have requested their call.

In both cases, those matters proposed by the associates will be included in the agenda, when so requested by a number not less than two.

Article 9.- Constitution of the General Assembly.

The General Assemblies, both ordinary and extraordinary, will be validly constituted, on first call when a third of the associates attend, present or represented, and on the second call whatever the number of concurrent associates.

Associates may confer, on a special basis for each meeting, their representation to another associate or person they deem appropriate, by writing to the Presidency.

Between the call and the day set for the holding of the General Assembly on first call, there must be at least 15 days, and the date on which, if appropriate, the General Assembly will meet on second call, may also be stated, without between one and another meeting cannot mediate a period of less than half an hour.

Article 10.- Adoption of agreements.

The agreements of the General Assembly will be adopted by a simple majority of the associates present or represented. It is understood that a simple majority is produced when the affirmative votes exceed the negative ones and abstentions.

The following agreements will require an absolute majority of the associates present or represented:

1. Relating to the dissolution of the entity
2. Modification of the Statutes
3. Disposal or alienation of assets
4. Adoption of a matter of confidence to the representative body
5. Remuneration of the members of the representative body.

An absolute majority is understood as the favorable vote of at least half plus one of all the members present and represented with the right to vote.

Article 11.- Functions of the General Assembly.

The General Assembly is responsible for deliberating and reaching agreements on the following matters:

1) Examine and approve the General Action Plan and the Annual Activity Report submitted by the representative body.
2) Approve the annual budget of expenses and income for the following year and the statement of accounts for the previous year.
3) Decide on the disposition or sale of assets.
4) Elect and separate the members of the representative body.
5) Request the declaration of public utility or Canarian public interest.
6) Agree on the integration of the association into Federations or Confederations, as well as their separation.
7) Control the activity of the representative body and approve its management.
8) Modify the Statutes.
9) Agree on the dissolution of the Association.
10) Appoint the Liquidation Commission in case of dissolution.
11) Agree on the remuneration of the members of the representative body, if applicable.
12) Ratify the registrations agreed by the representative body and know the voluntary withdrawals of the associates.
13) Resolve, as a last resort, the files related to sanction and separation of associates, processed in accordance with the disciplinary procedure established in these Statutes
14) Others that are within its competence in accordance with the applicable regulations.

Article 12.- Certification of agreements.

In the General Assemblies, those of the representative body will act as President and Secretary.

The agreements adopted by the General Assembly will be collected in a minute drawn up and signed by the Secretary of the representative body and must have the approval, through his signature, of the President of the association.

Any attending member has the right to request that their intervention or proposals be included in the minutes when provided in writing.

SECOND SECTION.- THE REPRESENTATIVE BODY

Article 13.- Definition of the representative body

The representative body of the association is called the Board of Directors.

This body manages and represents the interests of the Association, in accordance with the provisions and directives of the General Assembly.

Only associates may form part of the representative body.

The managerial positions will be free and will have no interest by themselves or through interposed persons, in the economic results of carrying out the activities, unless the general assembly by agreement adopted with an absolute majority agrees otherwise.

Article 14.- Members of the representative body.

The following are essential requirements to be a member of the representative body:

a) Being of legal age
b) Be in full use of civil rights
c) Not be involved in the reasons for incompatibility established in current legislation.

Article 15.- Announcements, agenda and constitution.

The meetings of the representative body will be held with prior notice from the President 7 days in advance, accompanied by the agenda stating the place, date and time. In the event that the call does not include the place of celebration, the registered office will be understood for all purposes.

It will meet regularly at least twice a year and whenever the President deems it necessary or the majority of its members request it.

For its valid constitution, the attendance of at least one third of its components, present or represented, will be required.

The agreements will be adopted by a simple majority of the members present or represented, except those related to sanction or separation of the associates, in which an absolute majority of the members present or represented will be required.

Representation may only be granted to another member of the representative body on a special basis for each meeting and by means of a letter addressed to the Chairman.

Article 16.- Composition, duration and vacancies.

The representative body will be made up of the following members:

a) A President
b) A Vice-President (When voting optionally)
c) A Secretary
d) A Treasurer
e) Member(s) (When voting optionally)

Said positions, which will be voluntary, and therefore must be expressly accepted in a document signed by the designated persons, will have a duration of 3 years and may be re-elected.

The members of the representative body will begin to exercise their functions once the mandate for which they have been designated by the General Assembly has been accepted.

Vacancies that occur in the representative body, before the end of their mandate period, will be covered by the associates designated by the Board of Directors itself, accounting for the substitutions in the first General Assembly that is held, and said agreement must be ratified by the assembly. Otherwise, the associate who must cover the vacancy will be elected in the same session of the Assembly.

Article 17.- Causes of cessation.

The members of the representative body may be removed from their positions for the following reasons:

a) By voluntary resignation
b) Due to death or declaration of death, illness or any other cause that prevents the exercise of their functions.
c) Due to loss of membership status.
d) Due to incapacity, disqualification or incompatibility in accordance with current legislation.
e) For the course of the period of his mandate.
f) By separation agreed by the General Assembly.
g) The commission of a very serious infraction, in accordance with article 40 of these statutes.

The representative body will inform the General Assembly of the separation of its members, and must be ratified by the Assembly when the separation agreement has been adopted for the reason expressed in letter g).

Article 18.- Powers of the representative body.

The powers of the representative body shall be extended, in general, to all acts pertaining to the purposes of the association, provided that they do not require, in accordance with these Statutes, the express authorization of the General Assembly.

In particular, the powers of the representative body are:

a) Ensure compliance with the Statutes and execute the agreements reached at the General Assemblies.
b) Prepare the Memories, accounts, inventories, balances and budgets of the Association.
c) Prepare the draft of the Internal Regime Regulations.
d) Agree to hold activities.
e) Have available to associates the Associates Registration Book.
f) Have at the disposal of the associates the Minutes and Accounting books; as well as the documentation of the entity.
g) Collect the membership fees and manage the social funds.
h) Instruct the files related to the sanction and separation of the associates and adopt, in a precautionary manner, the resolution that proceeds from them, until its final resolution by the General Assembly.

i) Propose to the General Assembly for its approval the annual accounts and the budget formulated by the treasurer, as well as the activities report formulated by the secretary.

Article 19.- Functions of the President.

The attributions of the President will be:

a) Hold the legal representation of the Association.
b) Summon and chair the meetings of the representative body and the General Assembly in accordance with the provisions of these Statutes.
c) Ensure compliance with corporate purposes.
d) Authorize with their signature the minutes, certifications and other documents of the Association.
e) Request, receive or make effective aid, subsidies or sponsorships that for any reason come from public bodies or private entities, as well as contract and agree with public entities of any nature and private entities.
f) And how many powers are conferred on it, not expressly assigned to other bodies.

Article 20.- Functions of the Vice President.

The powers of the Vice President will be:

a) Substitute the President in case of vacancy, absence or illness, assuming his functions, on a provisional basis, when the incumbent ceases to hold office.
b) Those delegated by the President or the General Assembly.

Article 21.- Functions of the Secretary

The Secretary will be responsible for the following functions:

a) Draft and certify the minutes of the sessions of the General Assemblies and of the representative body.
b) Keep the book of the Registry of Associates, consigning in them the date of their admission and any casualties.
c) Receive and process admission applications.
d) Keep a list of the Association’s inventory.
e) Have under their custody the documents and files of the Association.
f) Issue certifications.
g) Formulate the activity report.

Article 22.- Functions of the Treasurer

The powers of the Treasurer are:

a) He will be in charge of the funds belonging to the Association.
b) Prepare the budgets, balances and inventories of the Association.
c) Will sign the receipts, collect the fees from the associates and make all collections and payments.
d) Keep and guard the Accounting Books.
e) Formulate the annual accounts and the budget

Article 23.- Functions of the Members

The members will have the right and the obligation to attend the sessions of the representative body with voice and vote as well as, in a delegation regime, they may perform the functions conferred by the representative body.

THIRD SECTION.- OF THE ELECTORAL REGIME AND MOTION OF CENSORSHIP

Article 24.- Election of the representative body

The members of the representative body will be elected from among the associates by universal, free, direct and secret suffrage.

Elections will be called in the following cases:

a) By expiration of the mandate.
b) In the event that a matter of confidence agreed in an extraordinary General Assembly by absolute majority succeeds.
c) In the event of resignation, for whatever reason, of the majority of the members of the representative body.

Article 25.- Electoral Board and Calendar

Once the mandate of the representative body has concluded or a matter of confidence has been approved, within a period of 30 days, the Acting President will call elections and constitute the Electoral Board, which will be made up of two associates who, voluntarily provide for this function, said associates may not be part of any of the candidates presented.

In the event that volunteers do not appear, the aforementioned Board will be formed by the two oldest and youngest associates, consisting of a total of four members.

Corresponding duties of the Electoral Board:

a) Organize the elections, deciding on any matter that concerns their development.
b) Definitively approve the electoral census.
c) Resolve the challenges that arise in relation to the electoral process.

Article 26.- Electoral Calendar

The period between the call for elections and the holding thereof shall not exceed thirty business days, being the first five business days of exposure of the list of associates with the right to vote. During this period, the list may be challenged.

After the exposition and challenge period has elapsed, in the following three days the challenges to the census will be resolved and the electoral census will be definitively approved.

In the following twelve days, candidacies may be presented. Once the term for presenting candidacies has ended, a decision will be made on the validity of the candidacies and their definitive proclamation within the following five business days.

If no candidacy is presented, elections will be convened by the Acting President again, within a maximum period of fifteen days from the closing of the period for their presentation.

Article 27.- Motion of censure.

The motion of censure against the representative body must be dealt with by the General Assembly, provided that it has been requested, in written reasoning, by at least one third of the associated members.

To this end, it must be convened within a period of ten business days from the formalization of the request.

It will be necessary for the motion of censure to prosper that it be adopted by the absolute majority of the associates, present or represented, in an extraordinary General Assembly.

If successful, the Acting President must call elections within a maximum period of five days, although he will continue in office until the new Board that is definitively proclaimed in the elections takes office.

CHAPTER III.- OF THE ASSOCIATES.

Article 28.- Associates.

The following may be members of the Association:

a) Natural persons, with the capacity to act, not subject to any legal condition for the exercise of the right of association, as well as minors, fourteen or older, provided they have the express written consent of their parents. legal representatives.
b) Legal persons.

Article 29.- Admission procedure

The status of associate will be acquired, provisionally, at the request of the interested person, in writing, addressed to the representative body expressing their willingness to contribute to the achievement of the associative purposes.

The President or the Secretary must provide the interested person with written proof of their request and will include in the agenda of the next meeting of the General Assembly the list of all the requests presented, corresponding to the Assembly to ratify admission of associates.

Article 30.- Classes of Associates

Associates can be:

a) Founders: Those who signed the founding act of the association.
b) Of number: Those who have entered after the signing of the founding act of the association and are admitted as such in accordance with these Statutes.
c) Honorary: Those who, by decision of the General Assembly, collaborate in a notable way in the development of the aims of the Association and/or those who stand out for helping the Association with financial and material means.

Article 31.- Rights of the founding and number associates.

The founding and number associates will have the following rights:

a) Attend, participate and vote in the General Assemblies.
b) Form part of the association’s bodies.
c) Have information on the development of the activities of the entity, its patrimonial situation and the identity of the associates.
d) Participate in the acts of the association.
e) Know the statutes, regulations and rules of operation of the association.
f) Consult the books of the association, in accordance with the regulations that determine their access to the documentation of the entity.
g) Separate freely from the association.
h) To be heard prior to the adoption of disciplinary measures against their person and to be informed of the facts that give rise to such measures, and must be motivated, where appropriate, the agreement that imposes the sanction.
i) Challenge the agreements of the bodies of the association, when it deems them contrary to the Law or the Statutes.

Article 32.- Obligations of the founding and number associates.

The following will be the obligations of the founding associates and numeraries:

a) Share the purposes of the association and collaborate to achieve them.
b) Pay the dues, spills and other contributions determined by agreement adopted by the General Assembly.
c) Comply with the rest of the obligations resulting from the statutory provisions.
d) Abide by and comply with the agreements validly adopted by the governing and representative bodies of the Association.

Article 33.- Honorary Associates.

The honorary associates have the right to participate in the activities of the Association, as well as to attend the Assemblies, with the right to speak, but not to vote.

Article 34.- Loss of associate quality.

Member status will be lost:

a) By the will of the person, expressed in writing to the representative body.
b) By agreement adopted by the competent body of the association, in accordance with the disciplinary regime established in chapter IV of these Statutes.

CHAPTER IV- DISCIPLINARY REGIME: INFRACTIONS, SANCTIONS, PROCEDURE AND PRESCRIPTION.

Article 35.- General rules.

In the exercise of disciplinary authority, the following general principles shall be respected:
a) Proportionality with the seriousness of the infraction, taking into account the nature of the facts, the consequences of the infraction and the concurrence of mitigating or aggravating circumstances.
b) Non-existence of double sanction for the same acts.
c) Application of favorable retroactive effects
d) Prohibition of sanctioning for infractions not typified at the time of their commission.

The disciplinary responsibility is extinguished in any case by:

a) Compliance with the sanction.
b) The prescription of the infraction.
c) The prescription of the sanction.
d) The death of the offender.

For the imposition of the corresponding disciplinary sanctions, the aggravating circumstances of recidivism and mitigating circumstances of spontaneous repentance will be taken into account.

There is recidivism when the person responsible for the offense had been sanctioned previously for any infraction of the same seriousness, or for two or more that were minor.

The recidivism will be understood to have occurred in the course of one year, counted from the date on which the first infraction was committed.

Article 36.- Offenses

Offenses against good social order that can be penalized are classified as minor, serious and very serious.

Article 37.- Very Serious Offenses

They are considered very serious disciplinary infractions:

1.- All those actions that harm or hinder the achievement of the goals of the association, when they are considered very serious.
2.- Non-compliance or conduct contrary to the statutory provisions and/or regulations of the Association, when they are considered very serious.
3.- Failure to comply with the agreements validly adopted by the association’s bodies, when they are considered very serious.
4.- The protest or angry and offensive actions that prevent the holding of assemblies or meetings of the representative body.
5.- Participate, formulate or write, through any means of social communication, statements that seriously damage the image of the association.
6.- The illegitimate usurpation of powers or competences without the mandatory authorization of the competent body of the entity.
7.- Seriously attacking, threatening or insulting any associate.
8.- The inducement or complicity, fully proven, of any partner in the commission of offenses considered very serious.
9.- Violation of sanctions imposed for serious or very serious misconduct.
10.- All offenses classified as minor or serious and whose physical, moral or economic consequences, fully proven, are considered very serious.
11.- In general, conduct contrary to good social order, when considered very serious.

Article 38.- Serious offenses

The following are punishable offenses within the social order and will be considered serious:

1.- The violation of sanctions imposed for minor infractions.
2.- Participate, formulate or write through any means of social communication, manifestations that seriously damage the image of the association.
3.- The induction or complicity, fully proven, of any associate in the commission of any of the offenses considered serious.
4.- All offenses classified as minor and whose physical, moral or economic consequences, fully proven, are considered serious.
5.- The reiteration of a minor fault.
6.- Non-compliance or conduct contrary to the statutory and/or regulatory provisions of the association, when considered serious.
7.- Failure to comply with the agreements validly adopted by the association’s bodies, when they are considered serious.
8.- In general, conduct contrary to good social order, when considered serious.

Article 39.- Minor Offenses

Minor disciplinary infractions are considered:

1.- Failure to attend the general assemblies on three occasions, without any justification.
2.- Non-payment of three consecutive installments, unless there is cause that justifies it at the discretion of the representative body.
3.- All those behaviors that prevent the correct development of the association’s own activities, when they are considered minor.
4.- Mistreatment of the movable or immovable property of the Association.
5.- Any incorrect behavior in relationships with partners.
6.- The induction or complicity, fully proven, of any associate in the commission of offenses considered as minor.
7.- Non-compliance or conduct contrary to the statutory and/or regulatory provisions of the entity, when considered minor.
8.- In general, conduct contrary to good social order, when considered minor.

Article 40.- Infractions of the members of the representative body:

a) The following are considered very serious offenses likely to be committed by the members of the representative body:

1.- The non-convocation within the legal terms and conditions, systematically and repeatedly, of the association’s bodies.
2.- The incorrect use of the entity’s funds.
3.- The abuse of authority and the illegitimate usurpation of powers or competences.
4.- The inactivity or abandonment of functions that supposes a very serious breach of their statutory and/or regulatory duties.
5.- Lack of attendance, on three occasions and without just cause, at the meetings of the representative body.

b) The following are considered serious infractions:

1.- Failure to provide the associates with the documentation of the entity that is required by them (statutes, minutes, internal rules, etc.).
2.- Not facilitating the access of the associates to the documentation of the entity.
3.- Inactivity or abandonment of functions when they cause serious damage to the proper functioning of the entity.

c) They are considered minor infractions:

1.- Inactivity or abandonment of functions, when they are not considered very serious or serious.
2.- Failure to convene the association’s bodies within the legal terms and conditions.
3.- Behaviors or actions contrary to the proper functioning of the representative body.
4.- Failure to attend a meeting of the representative body, without just cause.

Article 41.- Sanctions

The sanctions that may be applied for the commission of very serious infractions, listed in article 37, will be the loss of associate status or temporary suspension in such status for a period of one year to four years, in adequate proportion to the offense committed.

Serious infractions, listed in article 38, will give rise to the temporary suspension of associate status for a period of one month to one year.

The commission of minor infractions will give rise, as far as those related in article 39 are concerned, to the reprimand or temporary suspension of the associate for a period of one month.

The infractions indicated in article 40 will give rise, in the case of very serious ones, to the cessation of their functions as a member of the representative body and, where appropriate, to disqualification from holding positions in the governing body again; in the case of serious ones, termination for a period of one month to one year, and if the infraction committed is of a minor nature, a reprimand or suspension for a period of one month.

Article 42.- Penalty procedure

For the adoption of the sanctions indicated in the previous articles, a disciplinary file will be processed in which, in accordance with article 31 of these statutes, the associate has the right to be heard prior to the adoption. of disciplinary measures against their person and to be informed of the facts that give rise to such measures, and must be motivated, where appropriate, the agreement that imposes the sanction.

The instruction of the sanctioning procedures corresponds to the representative body, appointing for this purpose by it, the members of the same that are entrusted with said function.

If a file is processed against a member of the representative body, the latter may not be part of the investigating body, and must refrain from intervening and voting at the meeting of the representative body that decides on its provisional resolution.

The instructor body for disciplinary procedures will be made up of a President and a Secretary. The President will order the Secretary to carry out those preliminary procedures that he/she deems appropriate in order to obtain the appropriate information on the commission of an infraction by the associate.

In view of this information, the representative body may order the proceedings to be archived or agree to initiate disciplinary proceedings.

In the latter case, the Secretary will pass a document to the person in question stating the charges against him/her, to which he/she may reply by alleging in his/her defense whatever he/she deems appropriate within a period of 15 days. , after which, the matter will be passed to the first session of the representative body, which will agree on what is appropriate; the agreement must be adopted by the absolute majority of the members of said representative body.

The resolution adopted will be provisional. The associate may file an appeal before the General Assembly within a period of fifteen days from the day following the day on which the resolution is received. If no appeal is filed within the indicated period, the resolution becomes final.

The General Assembly will adopt the resolution that proceeds in relation to the disciplinary or sanctioning file.

Article 43.- Prescription

The infractions will prescribe after three years, a year or a month, depending on whether they are very serious, serious or minor, beginning to count the limitation period the day after the commission of the infraction.

The limitation period will be interrupted by the initiation of the sanctioning procedure, with the knowledge of the interested party, but if it remains paralyzed for a month for reasons not attributable to the associate, the corresponding term will run again.

The sanctions will prescribe after three years, a year or a month, depending on whether they correspond to very serious, serious or minor infractions, beginning to count the limitation period from the day following the day on which the resolution by which the penalty was imposed.

CHAPTER V.- BOOKS AND DOCUMENTATION

Article 44.- Books and accounting documentation.

The Association will have a Member Registry Book and those Accounting Books that allow obtaining a true image of the assets, results and financial situation of the entity.

It will also keep a book of minutes of the meetings of the General Assembly and the representative body, which will contain, at least:

a) All data relating to the call and constitution of the body.
b) A summary of the issues discussed.
c) Interventions for which a record has been requested.
d) The agreements adopted.
e) The results of the voting.

Article 45.- Right of access to books and documentation.

The representative body, in charge of the custody and keeping of the books, must have the books and documentation of the entity available to the members, facilitating access by them.

To this end, once the request has been received by the President, it will be made available to the associate within a maximum period of ten days.

CHAPTER VI.- ECONOMIC REGIME.

Article 46.- Initial Patrimony

The Association has an initial patrimony of ZERO euros.

Article 47.- Financial year

The financial year will be annual and its closing will take place on December 31 of each year.

Article 48.- Economic resources

The economic resources of the Association will be constituted by:

a) Membership fees, periodic or extraordinary.
b) Contributions, subsidies, free donations, inheritances and legacies received.
c) Movable and immovable property
d) Any other resource susceptible to economic assessment and admitted by law.

CHAPTER VII.- MODIFICATION OF STATUTES AND INTERNAL REGULATIONS

Article 49.- Modification of Statutes

The Statutes of the association may be modified when it is convenient for the interests of the same, by agreement of the general assembly specifically convened for that purpose.

The agreement to modify the statutes requires an absolute majority of the partners present or represented.

Article 50.- Internal regulations.

These statutes may be developed through internal regulations, approved by agreement of the General Assembly by simple majority of the partners present or represented.

CHAPTER VIII.- DISSOLUTION OF THE ASSOCIATION.

Article 51.- Causes.

The Association can be dissolved:

a) By final court ruling.
b) By agreement of the Extraordinary General Assembly.
c) For the causes determined in article 39 of the Civil Code.

Article 52.- Settlement Commission

Once the dissolution of the association has been agreed, the Extraordinary General Assembly will designate a Liquidation Commission that will have the following functions:

a) Ensure the integrity of the association’s assets.
b) Conclude the pending operations and carry out the new ones, which are necessary for the liquidation of the association.
c) Collect the credits of the entity.
d) Settle assets and pay creditors.
e) Apply the surplus assets for the purposes set forth in these Statutes.
f) Request the registration of the dissolution in the Registry of Associations.

FINAL DISPOSITION

These Statutes have been approved on the same day of the founding act, whose content is testified and signed in the margin of each of the pages that comprise it, the following people.

Vº Bº – PRESIDENT

James Nicholas Phillips

SECRETARY

Jose Antonio Perez Alonso, lawyer