COMPLEMENTARY DOCUMENT PREPARED UNDER THE TERMS OF NUMBER TWO OF ARTICLE SIXTY-FOUR OF THE NOTARY CODE
APECATE - ASSOCIAÇÃO PORTUGUESA DE EMPRESAS DE CONGRESSOS, ANIMAÇÃO TURÍSTICA E EVENTOS
STATUTES OF ASSOCIATION
Denomination, headquarters, scope, and purpose
APECATE - ASSOCIAÇÃO PORTUGUESA DE EMPRESAS DE CONGRESSOS, ANIMAÇÃO TURÍSTICA E EVENTOS, is a civil, non-profit Association, constituted for an undetermined period of time and governed under the present Articles of Association and by the applicable legal dispositions.
1. The Association has its headquarters in Lisbon, in Campo Grande, number twenty-eight, ninth floor, letter "C", and can establish delegations or other forms of social representation wherever it deems convenient.
2. By decision of the General Assembly, its headquarters can be moved to any location on national territory.
3. The change in headquarters to another location in the municipality of Lisbon is as of now approved.
The Association has a national scope and is constituted by natural and legal persons that provide professional congress, events, and tourist animation planning services or services linked with these activities. Any natural or legal persons that so request may join the Association as long as their admission is approved by the Board and ratified by absolute majority vote at the General Assembly.
1. The following legal persons are the founding members of the Association: -PACTA - Associação Portuguesa de Empresas de Animação Cultural e Turismo de Natureza e Aventura (Portuguese Association of Cultural, Nature and Adventure Tourism Companies); - APOPC de Portugal - Associação Portuguesa de Organizadores Profissionais de Congressos (Portuguese Association of Professional Congress Organizers);- AOPE - Associação dos Organizadores Profissionais de Eventos (Portuguese Association of Professional Event Planners).
2. After the incorporation of the Association, the members of the three founding Associations which, on the date of constitution are members of full right under the terms of the law and respective Articles of Association, shall be automatically considered as members of the Association in the capacity of founding members, with all inherent rights and duties.
3. On a transitional level and until extinction of the founding associations, these members shall maintain their statute as members.
Constituting the object of the Association is the promotion, representation, and defence of the global and common interests of natural or legal persons that organize professional congresses and events, as well as outdoor, leisure and cultural companies.
1. The purposes of the Association are:
a) To defend and promote the global and common interests of the members;
b) To promote the professional status of the agents in the sectors covered, as well as define rules of conduct with quality and a code of ethics for its members;
c) To foster dialogue, provide opinions, and propose measures to Public Administration on matters of interest to the sector;
d) To represent the members on a national and international level, before the Public Administration, other associations, unions, and the public in general;
e) To promote and maintain services of interest to its members;
f) To provide professional training for its members;
g) To promote professional union and cooperation amongst its members.
2. In order to carry out its social purposes, the Association may practice all acts and contracts necessary or convenient without other limits besides those resulting from the law and the Articles of Association.
Acquisition and loss of membership; Membership duties and rights
(Admission of Members)
1. Natural and legal persons who exercise on Portuguese territory the activity defined in article three of these Articles of Association can be members of the Association, as long as the joining is approved under the terms of this same article.
2. Proposals for joining of new members shall be approved by the Board which, after confirming their conformity with the Articles of Association and with the internal regulations of the section or sections corresponding to the activity developed, shall submit them for ratification at the General Assembly.
3. In those activities subject to a legal licensing scheme, the candidate for admission shall prove that it is licensed or has begun the licensing process.
4. The demand for membership involves the full joining to the Articles of Association, to its internal regulations, and the deliberations of its social bodies.
5. The members which are legal persons shall be represented in the Association by one of the persons it indicates, who shall be provided with the necessary powers for deliberation and representation.
6. Indication as to its representative shall be made by the legal person that is the member provided a simple letter addressed to the chairman of the General Assembly and signed by the company board in binding terms.
(Categories of Membership)
1. Membership in the Association shall be divided into ordinary members and cooperating members.
2. The ordinary members shall have the rights and duties foreseen the in present bye-laws.
3. The cooperating members shall have the rights and duties of the ordinary members, with the exception of the right to:
- Vote for itself or in representation of another member(s) at the General Assembly and Specialised Sections meetings;
- Elect and be elected for associative positions;
- Access information released that is meant exclusively for ordinary members.
4. Only natural and legal persons that provide services linked with the Professional organisation of congresses, events and outdoor, leisure and cultural may be admitted as cooperating members.
5. Honorary members are individuals or legal persons who have performed work of recognized interest in the areas of the organization of Conferences, Events and Outdoor, Leisure and Cultural Activities and deserve such distinction
6. Honorary members shall have all rights and obligations of ordinary members, except voting rights and are exempt from the payment of the fees;
7. Honorary members shall be approved on a proposal from the board in the General Assembly
The members have as rights to:
a) Participate in the Association´s activities and vote for itself or in representation of other member(s) at the General Assembly meetings, under the terms defined in these Articles of Association;
b) Elect and be elected for associative positions;
c) Request the convening of the General Assembly and Specialised Sections, under the terms of the present Articles of Association;
d) Provide suggestions that seem convenient to carry out statutory purposes;
e) Complain before the Association's social bodies of acts considered as damaging the rights of the members and the Association;
f) Enjoy, under the terms in which they were set forth, all further benefits in the Association;
g) Receive from the Association the information requested on its activity and, designatedly, examine the accounts, budgets and accounting books, and minutes;
h) Have Access to the information distributed and that is inherent to their membership category;
i) Use the Association´s logo in the conditions that are set forth by the Board;
j) Use the services provided by the Association in the most favourable conditions that are defined for the members.
(Duties of the Members)
The Members have as duties to:
a) Promptly pay their monthly dues and membership fee, that are set by the General Assembly, and the founding members of the Association are dispensed from paying the membership fee;
b) Exercise with zeal, dedication, and efficiency the associative positions for which they were elected or designated;
c) Comply with the deliberations of the social bodies pronounced in the use of its competences and attributions and observe the Articles of Association;
d) Take part in the General Assemblies and meetings which are convened;
e) Cooperate in all initiatives that compete towards the prestige and development of the Association;
f) Participate in the Association´s operations, actively contributing towards its purposes.
g) When exercising its activities, comply with the technical norms and code of ethics that are set by the association's bodies.
(Loss of the membership)
1. Members shall lose their quality as partners should they:
a) Have practiced acts contrary to the objects of the Association or susceptible of seriously affecting its prestige and good name;
b) Stop paying their monthly dues for six consecutive months and not pay them within the time period set forth in accordance with the notification sent by the Board via registered letter with acknowledgement of receipt;
c) Violate any membership duties.
2. Exclusion of a breaching member falls under the responsibility of the Board, and the excluded party may appeal this decision to the General Assembly within thirty days as of the notification of exclusion, through a grounded petition forwarded to the Chairman of the Assembly.
(Resignation of a member)
1. A member may resign from the Association at any time, and the latter may claim the dues relative to the semester in progress on the date of the resignation letter.
2. The resignation letter shall be forwarded to the Board, by registered mail and shall be immediately effective.
(Exclusion as Member)
Without prejudice of that set forth in article eleven, under proposal of the board, any members may be excluded from the Association, by deliberation of the General Assembly, voted by three fourths of the legal number of votes that enable the Assembly to operate, observing the constraints stipulated in articles thirty-one and thirty-six of these Articles of Association.
(Asset scheme when of exclusion)
The member which, for any reason, stops being part of the Association does not have the right to be reimbursed for any dues that were paid and loses the right to the social assets, without prejudice of its responsibility for all payments relative to the time during which it was a member of the Association.
Constituting a disciplinary infraction is the non-compliance with any of the duties of the members that results from the present Articles of Association.
The following penalties are applicable to disciplinary infractions:
b) Suspension of statutory rights for up to 6 months;
c) Exclusion as member.
(Right to a Defence)
No penalty shall be applied without the defendant being notified to provide, in writing, its defence, as well as provide the proof it so understands, within thirty days, and without this defence and the evidence provided having been assessed.
(Competences of the Executive Board and appeals to the G.A.)
1. The application of the disciplinary sanctions falls under the competence of the executive board, and may be appealed, under the terms of article eleven, number two, to the General Assembly.
2. The decision as to the appeal by applying the penalty mentioned in c) of article sixteen, pronounced by the General Assembly, is also grounded on the general terms of law.
Of elections, composition, and operation of the Social Bodies
1. The bodies of the Association are the General Assembly, Specialised Sections, Board and Supervisory Board.
2. The Association may dispose of a General Secretary, to whom the tasks defined by the Board shall be attributed.
1. a) The members of the board of the General Assembly, Specialised Sections, Executive Board, and Supervisory Board shall be elected to exercise their duties for periods of three years, and re-election is allowed for any office, remaining in his/her duties until being substituted.
b) No member shall simultaneously exercise duties in more than one Association body, unless one of the bodies is a Specialised Section.
2. The members of the Association bodies shall be elected by majority of the votes present at the General Assembly, as are the respective President and Vice-Presidents of the Specialised Sections.
3. The elections of the Specialized Sections should be held until 60 days before the Electoral General Assembly ;
4. The board on duty of the specialized Section shall immediately inform the members elected at the General Assembly board;
5. The General Assembly board shall inform all members about the election results of the Sections up to 30 days before the Electoral General Assembly.
1. Candidatures for the Association bodies shall be signed by the candidates.
2. Candidatures for the assembly board, executive board, and supervisory board shall be separate and presented to the chairman of the General Assembly, or to the outgoing President of the Specialised Sections in the elections of its bodies.
3. The candidatures shall indicate who shall represent the natural or collective member.
(Candidatures for Chairman and Vice-Chairman of the Board)
Only the members of the Board of Specialised Sections foreseen in article fifty can run for the position of Chairman and Vice-Chairman of the Board.
(Terms for the candidatures and duration of the term for occupying the vacancy)
1. Candidatures for the ordinary elections shall be presented up to fifteen days prior to the term of office.
2. In extraordinary elections which occur to fill a vacancy in any associative body, the candidatures shall be presented up to ten days prior to the day designated for the election.
3. In the case foreseen in the previous number, the newly elected officer shall complete the term of office in progress.
1. In the ordinary elections, members shall assume office in the eight days which follow the end of the previous term of office.
2. In the extraordinary elections, the elected members shall take office right after the proclamation.
(Changes in the candidatures)
The lists cannot be changed after being handed in, unless there is an outstanding circumstance for any candidate prior to the election, in which case a change by substitution is admitted.
All elected positions are exercised with or without remuneration, as decided at the General Assembly, without prejudice, however, of payment of travel and/or representation expenses which take place during the exercising of the term.
Of the General Assembly
1. The General Assembly is made up by all members in the full use of their rights.
2. Each member has a right of vote.
(Composition of the Assembly Board)
The General Assembly board shall be made up by a Chairman, a Vice-Chairman, and a Secretary.
(Competence of the Chairman of the G.A. Board)
1. It is the competence of the Chairman of the General Assembly board to:
a) Convene the General Assemblies, even the electoral ones, scheduling their dates, through his/her initiative or as petitioned, preparing the agenda, and managing the work;
b) Accept resignations that are provided in writing by the members of the social bodies;
c) Sign the minutes and handle the daily business of the assembly board.
2. The Vice-Chairman shall substitute the Chairman should the latter face any impediment.
(Competence of the Secretary of the G.A. Board)
It is the competence of the Secretary to:
a) Substitute the Chairman and Vice-Chairman when there are impediments;
b) Prepare, expedite, and publish the convocations of the general assembly;
c) Prepare and read the assembly board's daily business;
d) Draw up the minutes of the General Assemblies.
(Competences of the G.A.)
The General Assembly is sovereign and can deliberate on all matters of general interest and issues of principle submitted for its appreciation, and its competences include, namely, to:
a) Elect the respective assembly board, executive board, and supervisory board;
b) Discharge from office, at any time, the managing bodies;
c) Set the monthly dues and membership fee to be paid by the members;
d) Assess and approve the management report and accounts, approve the budget for the following year, and any other acts, proposals, and work that are submitted to it;
e) Deliberate on changes to the Articles of Association;
f) Ratify the decisions made by the Executive Board relative to the previous General Assembly.
1. The General Assembly shall meet in ordinary sessions until the thirty-first of March of each year for assessment of the Executive Board's report and accounts relative to the management of the year then ended, and to proceed, whenever necessary, to the election of the members of the Association bodies.
2. A General Assembly also meets for an ordinary session until the 31 December of each year for assessment and voting of the budget and activities plan for the following financial year.
The General Assembly shall meet for extraordinary sessions whenever the executive or the supervisory board deems fit, or should there be a grounded request subscribed by a group of ordinary members representing, at least, thirty percent of total votes, as well as in the possibility foreseen in article eleven, number two, of these Articles of Association: convening by the chairman of the assembly board.
1. A General Assembly shall be convened by post, fax or e-mail forwarded to each member with a minimum prior notice of fifteen days and shall indicate the day, time, and location in which the assembly is to take place, as well as the respective agenda.
2. At each session, no deliberations can be made that have not been included in the agenda, unless if all members are present and agree to the amendment.
3. Should all members be present or duly represented, the formality of convening a meeting may be waived.
(Changes to the Articles of Association)
1. The Assembly that votes and approves the changes to the Articles of Association shall be convened expressly for that purpose.
2. The letter convening the meeting shall include, briefly, the matters to be discussed and approval for the change.
1. Once the Assembly has been convened, it shall operate " in the cases of first convocation or in the cases of an electoral Assembly " on the day and time scheduled, if at least half of the total votes of the members are present.
2. Upon second convocation, it shall also operate under the terms of the previous number. If, however, the legal number of votes therewith mentioned is not present, the General Assembly shall operate thirty minutes after the scheduled meeting time, with any number of members and voters present
1. The deliberations of the General Assembly are made by majority vote of the members that are present or the voting representatives.
2. Deliberations as to changes in the Association Articles of Association or on the destitution of the managing bodies, demand the vote in favour, of at least, three fourths of the votes of the members present or their voting representatives.
Once the General Assembly is convened, under the terms of articles thirty-two and thirty-three, for purposes of line b) of article thirty-one, if a vote is made to destitute the managing bodies, these shall appoint a management commission to manage the social matters until the next election, on a date also scheduled by that same Assembly.
1. It is the chairman of the General Assembly´s responsibility to choose the form of voting, unless the Assembly itself deliberates a special manner of voting.
2. Should at issue be the election or destitution of the social bodies or matters where there is a conflict of interest between the Association and its members, then voting shall be secret.
3. Minutes shall be drawn up for each meeting indicating the number of votes present and the results of the vote and deliberations made.
4. The indication of the number of votes present may be included on the f "Annex List of Presences", which after being signed by the board of the G.A., shall be filed with the remaining documents relative to the Assembly to which they are respective.
The Executive Board
An Executive Board is made up by a Chairman, two Vice-Chairmen, and two members.
(Competences of the Executive Board)
The management of the Association is the responsibility of the Executive Board, which holds all powers that are not reserved through these Articles of Association or law to the General Assembly, the Specialised Sections, or the Supervisory Board.
(Meetings and deciding quorum)
1. The Executive Board shall meet whenever it deems necessary, registering in a specific book the minutes which shall include the resolutions therewith made.
2. The decisions are made by the majority of the members of the Executive Board present, with the Chairman having the casting vote.
3. In case of temporary impediment the board members representing the specialized sections can be replaced by another board member of the section.
(Binding the Executive Board)
1. The Association is bound through the joint signature of two members of the Executive Board, one of which must be compulsorily its Chairman or Vice-Chairman, or the signature of a mandatary with special powers for that purpose under the terms and limits of its mandate.
2. For acts of mere daily business, the Association is bound by the signature of any of the members of the Executive Board.
3. Considered acts of mere daily business are all those which do not involve compulsory obligations for the Association.
(Liability of the members of the Executive Board)
The members of the Executive Board are jointly responsible for mishaps and irregularities committed during the exercising of their duties, except in the case of those that complained as to the omissions, voted against the decision in question or did not attend the sessions where they were made and protest against them at the first session which they attend.
The Supervisory Board
(Composition and competences)
The Supervisory Board is made up by a President and two members elected by the General Assembly and has as responsibility:
a) To examine, whenever it deems convenient, the Association's paperwork and treasury services;
b) To provide an opinion on the yearly report and accounts, financial statements, and any other matters that are submitted to the General Assembly or the executive Board;
c) To provide an opinion on the Project of the budget and movement of the reserve fund.
The Board shall meet, at least once every quarter and shall be convened by its Chairman.
The General Assembly shall, whenever it deems appropriate, decide that the Supervisory Board be carried out by a company specialised in administrative and financial auditing.
The Specialised Sections
1. The Association has three specialised sections that integrate the members of the respective branches of activity:
- Outdoor, leisure and cultural;
- Events Section;
- Congress Section.
2. By deliberation of the General Assembly made by the majority of the votes present, other specialised sections may be created.
(Composition of the Sections)
1. The Sections shall be integrated by all members who so wish, whom should inform the Association's Executive Board through a simple letter designating the person that shall represent it at the Section or Sections.
2. The representatives of the members, designated under the terms of the previous number, acquire the capacity of delegate for the respective Section.
3. The members may simultaneously integrate more than one Section.
Each Specialised Section shall elect an Executive Board made up by a President and Vice-President of the Section.
(Competences of the Sections)
1. The Sections should handle specific professional problems in their branch of activity, as well as externally represent the Association in articulation with the Executive Board.
2. Any problems that affect two or more Sections should be discussed in a joint session with the involved Sections.
(Convening of meetings and operation)
1. The Section's meetings may be convened by the Chairman of the Executive Board, by the President of each Section or by request of at least five delegates for that same Section.
2. All members of the Section shall be convened with a prior notice of ten days by fax or e-mail.
3. The same rules as for the General Assembly apply to the operations, deliberations, and records for the minutes of the Sections.
The deliberations of the Sections shall be made for the simple majority of the delegates present at the meeting.
The General Secretary
(Appointment and duration of duties)
The General Secretary shall be designated by the Executive Board which shall set the duration of the mandate.
The General Secretary is responsible for the everyday management of the Association and the Executive Board can delegate it special powers to practice certain acts or to externally represent the Association.
(Responsibility before the Executive Board)
The General Secretary is responsible before the Executive Board through its Chairman.
Financial Management, budget and accounts
The financial year corresponds to the civil year.
(Budget and Accounts)
1. For each social year the respective budget is prepared and at the beginning of each financial year the management accounts for the year ended shall be prepared.
2. The preparation of the budget and accounts is the responsibility of the Executive Board which shall submit them for approval at the ordinary General Assembly.
1. The Executive Board will propose every year at the General Assembly that along with the budget, the yearly monthly dues and the entrance membership fees to be paid by the members be set.
2. The monthly dues shall be different depending on the Specialised Section to which the member belongs, and the convergence shall be carried out within a time period to be defined by the General Assembly.
3. If the member belongs to more than one Specialised Section, it shall pay the dues which correspond to the Specialised Section that is its primary activity.
4. The cooperating members shall pay half of the dues set for their Specialised Section.
(Income of the Association)
1. The following constitutes income for the Association:
a) The income obtained through the services provided to members and non-members that result from training, editing, publishing, special events, and others;
b) The products of the membership fees and monthly dues of the members;
c) Any funds, donations, sponsorships, subsidies, or bequests that are attributed to it;
c) Interest on capitalised funds.
2. All acquisitions against payment or free of charge, including assets, totally or in part, of other associations or institutions which are made available to it by these or by legal order shall belong to the Association´s assets.
(Distribution of income)
1. The General Assembly that approves the management accounts shall decide on how to apply the balance reported.
2. The same Assembly may decide to apply the balance of the management accounts to the constitution or reinforcement of a support fund for its members.
(Payment of the monthly dues)
1. The monthly dues shall be paid prior to the beginning of each year. They may also be paid in two equal payments, one due prior to 31 January and the other until 31 July of each year.
2. Late payment of the monthly dues implies that the defaulting member lose its right to vote and participate at the meetings of the Association´s bodies, without prejudice of applying other sanctions foreseen in the Articles of Association.
3. The Executive Board may also suspend the distribution of information or access to any of the Association´s services while the member continues in non-compliance.
Dissolution, Liquidation, and Final Dispositions
1. The Association shall dissolve itself by deliberation of the General Assembly and shall involve the favourable vote of three fourths of the f votes of the members present. This deliberation, however, shall be made by unanimous vote when the number of members is no greater than three.
2. The General Assembly that votes on the dissolution shall also decide what should be done with the association´s assets which remain after liquidation.
The same Assembly shall nominate three liquidators, which, should another form of payment not be deliberated, shall proceed as follows:
a) Ascertain and consign the amounts meant to resolve the Association´s liabilities;
b) Once the debts have been paid and remaining liabilities have been ascertained, any remaining amounts shall be divided by the members that existed on the liquidation date;
c) The part designated for each member shall be proportional to the monthly dues paid to the Association.
The liquidation shall take place within six months after having been deliberated by the Assembly.
During the organisation phase, the Association shall be governed by an executive committee made up by the three founding associations, whom shall be responsible for establishing the Association and promoting the opportune elections of the social bodies, for which it has the power to convene the General Assembly.
(Accounts of the Executive Committee)
On the first ordinary General Assembly that takes place after the social bodies are elected, the report of the executive committee shall be assessed.
(Termination of duties)
The Executive Committee shall terminate as soon as the social bodies are elected.