Statutes

Minutes of the founding session
On February 27, 1997, in the town of Andratx, the following Mr. David Parmenter and Mr. Phillip Robert Seippel as well as Mr. José Feliu Vidal founded the Club de Cotxes Classics de Mallorca.

After short deliberation the following resolutions are passed:

First : They will constitute an association, located in the town of Andratx and named “Associació Club de Cotxes Classics del Port d’Andratx”, with the intention “to unite friends of classic automobiles, to further the conservation and collection of these vehicles and to organize rallies.”

Second: The statutes of the association are read out and accepted in this form. The text contains 9 pages with 32 articles.

Third: Complying with the regulations of article 3, paragraph 3 of the Spanish law of associations number 191/64, the minutes of the founding session will be submitted to the public registry of the autonomic province of the Islas Baleares in three copies with each page signed by all of the founding members.

Fourth: Mr. Feliu is asked to sign all pertinet documents in the name and representation of the founding members and to undertake the steps necessary for registration of the club.

As there are no further points to be discussed, the meeting is closed and the minutes of the founding session signed by all present.

Chapter 1 – The name, purpose and seat of the association
Article 1

The association, which is founded with the name “Associació Club de Cotxes Classics del Port d’Andratx”, will formulate its statutes and develop its activities respecting article 22 of the constitution and in concordance with law # 191 of 24 th of December 1964.

Article 2

The purpose of the association is to unite friends of classic automobiles, to further the conservation and collection of these vehicles and to organize rallies. It will not engage in any commercial activities.

Article 3

The association will take it’s seat in Puerto de Andratx, Calle Almirante Riera No. 2. The seat of the club points at the main location of its activities.

Chapter 2 – The members, their rights and duties
Article 4

Membership can be acquired by any person past the age of 18. Application for membership has to be directed to the board in writing. The board will decide about it in it’s next meeting and disclose it’s decision on the next general assembly.

Minors could become members but do not have the right to vote nor to be elected as board member.

Article 5

Membership duties include

  • To take part and vote in the general assembly.
  • To execute active and passive voting rights, to deploy certain functions in or outside of the board.
  • To deploy functions designated to them.
  • To take part in the governing, the administration, the services and the activities of the club in accordance with legal rules and regulations and with the statutes.
  • To raise any matter that they think could contribute to enhance the club’s activities and further the club’s purpose.
  • To request information from the board and it’s members on all activities in the club’s management.
  • To gather information on the club’s activities.
  • To use the services the club is offering or making available to its members.
  • To take part in the working groups.
  • To posses a copy of the statutes.

Article 6

Further duties of the members include

  • To act in accordance with the statutes.
  • To execute the outcomes of the general assembly, respecting the guidelines of the board.
  • To pay membership duties on time.
  • To contribute to the prospering of the club.

Article 7

Membership expires

  • After the member informed the board of its intention to do so in writing.
  • When membership duties are left unpaid.
  • When offending the club’s statutes.

Chapter 3 – The general assembly
Article 8

The general assembly of the members is the supreme body of the club. The right to take part in it, is personal and unequivocal.
The members of the club present at an assembly to which they were called in accordance with the statutes, decide with the majority of their votes all matters that fall under the competence of the meeting.
All members are bound to the outcomes of the assembly, even those that were not present, cast disagreeing votes or abstained from the vote.
Article 9
The general assembly has the faculty to

* change the statutes

* adopt all measures necessary for the legal representation, for the administration and the defense of the interest of it’s members

* control the activities of and the administration by the board

* deliberate on the annual budget of costs and receipts as well as on a proposal for an annual program of events

* elect the members of the board, dismiss or replace them

* issue general guide lines for the management of the club, that will contribute to further its purposes

* fix the amount for the annual membership dues

* liquidate or dissolve the association

This enumeration of faculties is intentionally incomplete and should not limit the faculties of the general assembly.

Article 10

An ordinary general assembly has to take place at least once a year, in the month of October.
An extraordinary assembly can be scheduled by request of the board or minimum ten percent of all members and should be held within 20 days of this request.

Article 11

Invitations for a general assembly, be it ordinary or extraordinary, have to be issued in writing. The announcement will have to be posted with 15 days notice, at a site still to be decided upon. Furthermore, all members have to be invited personally. The announcement should state day, hour and location of the meeting as well as the agenda.

The president of the club will act as head of the general assembly. In his absence, the vice president or the most senior board member will assume this function. The secretary of the board will also act as secretary of the assembly.

The secretary will draw up the minutes of the assembly, consisting of a summary of the deliberations, the exact resolutions and the results of all votes.

At the beginning of the assembly the minutes of the previous meeting will be read out and submitted to corrections and/or acknowledgement. Five days before the assembly, the minutes and further documents of the association shall be at the disposal of the members at the location to be decided upon.

Article 12

The resolutions of the general assembly will be valid if, on the first summoning, there will be a presence of 60 percent of the members or their representatives. If not, there is a second meeting to be held without that requirement. Both meetings should be summoned for in one document. The second meeting should take place one half hour after the first, at the same location.

Article 13

In the general assembly each member has one vote.
Resolutions are accepted by simple majority.
Resolutions on exclusion of members, altering of statutes, dissolution of the club, on the founding of a superordinate federation together with similar clubs as well as on joining an existing federation require a majority of two thirds of the present members. This regulation is valid for meetings held after the first as well as for those held after the second summoning. The members of the board are elected with simple majority of the members present and represented.

Chapter 4 – The board
Article 14

1. The club is lead, managed and represented legally by the board. The board consists of 1)

* the president

* the vice president

* the secretary

* the treasurer

* two further members of the board

2. The board is elected by the general assembly.

3. Board members do not receive any remuneration for their task.

1) The board can constitute in a different way, provided the positions of president, secretary and treasurer are occupied.

Article 15

1. The members of the board get elected for a five year term.

2. Terms can be terminated prematurely, in case

* of resignation, which should be declared in writing and with stating the reason for it

* of sickness, invalidating the member

* of withdrawal from the club

* of sanctions for serious misbehaviour, imposed in accordance with article 13.3. of the statutes.

3. Vacancies in the board shall be replaced in the next general assembly.

Article 16

The following powers correspond to the board

  • It represents, leads and manages the club in the most comprehensive way the laws are prescribing, ensuring at the same time that the resolutions, instructions and guidelines given by the general assembly, are duly executed.
  • It resolves on matters dealing with public entities, on legally binding matters of all kinds.
  • It proposes to the general assembly measures to further the interests of the club.
  • It proposes to the general assembly the amount of the annual membership dues.
  • It summons the general assembly and sees to it, that the resolutions of this body are duly executed.
  • It submits to the general assembly the annual balance sheet and the statement of accounts for approval and proposes the budget for the following budget year.
  • It submits to the general assembly a report on his activities for its approval.
  • It hires personnel, in case the club will engage any.
  • It audits the clubs books and cares for effective service for all members.
  • It establishes working groups that will contribute to further the club’s goals, and it oversees the work of these groups.
  • It designates board members that will be responsible for the groups, considering proposals from the groups itself.
  • It does everything in his power to obtain
  • - subventions and financial support,
  • - rights to use rooms or buildings as premises for reunion, communication and recreation,
  • - from public entities, other associations or persons.
  • It opens accounts and savings accounts with banks and savings banks and disposes of the means allocated there. The way this has to be done is described in article 30.
  • It decides on any questions not being settled with the statutes and submits it’s decision to the next general assembly for acknowledgement.
  • It has faculties to decide in all cases that are not explicitly given to another body of the club or that have been explicitly delegated to it.

Article 17

The board will meet, after being summoned by the president or his deputy, for ordinary meetings as often as it’s members consider it to be necessary, at minimum twice yearly.
The board will meet for extraordinary meetings, whenever the president or any other member of the board deems it necessary.

Article 18

The resolutions of the board are valid, if the meeting had been called for with sufficient delay and if half of the members plus one are present.
The members of the board are obliged to participate in all board meetings. However, they can excuse themselves giving valid reasons. The presence of the president and the secretary, respectively their deputies, are indispensable.
Resolutions of the board are voted by simple majority of the attendants.

Article 19

The board can delegate certain tasks to one or several working groups, provided two thirds of the board members agree.
The board can also entrust certain assignments to one or several advisors, if he deems this to be necessary.

Article 20

The resolutions of the board are to be documented in the minutes book (Libro de Actas). At the beginning of each board meeting the resolutions of the previous meeting have to be read, approval or alterations taken note of.

Chapter 5 – The president and the vice president of the club
Article 21

The president of the club is at the same time the president of the board.
The president executes the following functions
* guiding and legally representing the club, within the guidelines given by the general assembly and by the board

* presiding and guiding the deliberations of the general assembly and of the meetings of the board

* casting a decisive vote in cases of parity

* summoning to the general assembly and the meetings of the board

* auditing the reports and certifications of the secretary

* any other responsibilities that the general assembly or of the board should convey to him

In case of absence or illness, the president will be represented by the vice president or the most senior member of the board.

Chapter 6 – The treasurer and the secretary
Article 22

The treasurer has to supervise the financial means of the club, he will set up the annual budget and the balance sheet, and also carry the club’s account. He carries the Libro de Caja (cash file). He approves of bills and receipts by initializing them. He remits bills that have previously been initalized by the president. He deposits any cash surplus in accounts with banks or savings banks.

Article 23

The secretary is responsible for the club’s correspondance, he draws up the minutes of the general assemblies and of the board meetings, he issues certifications and carries the member’s register (Libro de Registro de Socios).

Chapter 7 – The working groups
Article 24

Working groups are established on proposal of the members. The groups inform the board on their aims and activities.

The board will acknowledge the establishment of such groups, and only may reject it with a 4/5 majority of it’s members. The board itself can establish such groups if it finds the support of at least two members.

The board keeps itself informed on the work of these groups by monthly reports of the group s’ head.

Chapter 8 – Economic activities
Article 25

The club does not own any founding means. 2)

2) In the contrary case the sum owned has to be stated.

Article 26

The club’s annual budget amounts to twohundredthousand (200.000) Ptas.

Article 27

The financial means of the club are fed from the following sources

* the annual membership fee, fixed by the general assembly

* subventions from public entities or private persons

* donations, inheritances and bequests

* interest from deposits of the club’s liquidity and any other income

Article 28

The members of the club are obliged to support the club’s economic existence by paying regular dues and single contributions. The character and amount of these payments are beeing proposed by the board and acknowledged by the general assembly

The general assembly can set up membership application fees, regular fees (payable monthly, quarterly or semi-annually) as well as single contributions.

Article 29

The club’s financial reporting period coincides with the calender year. It ends on the 31 st of December.

Article 30

Authorized to dispose of the club’s accounts are the president, the vice-president, the treasurer, the secretary and one member of the board.

Dispositions have to bear two signatures, of which one has to be the president’s or the treasurer’s.

Chapter 9 – Liquidation of the club
Article 31

The club can be closed down by the general assembly that has been summoned with extraordinary character and exclusively with this aim.

Article 32

When resolving to liquidate the club, the general assembly has to provide for a orderly manner of use of the club’s rights and goods.
To this effect, the general assembly can elect a closing commission.
The members of the club do not take any personal liability. They are only liable to fulfill any commitments they have engaged in voluntaryly.
Any net profit resulting from the liquidation should be handed over to the direct benefit of a public or private association with similar aims in the area the club has been active in.
The diligent execution of these functions will fall under the responsibility of the board, in case the general assembly does not name it’s own closing comission.
Port d’Andratx, February 24, 1997

Signatures of the founding members

Govern Balear Conselleria de Presidencia
Today, the honorable minister of presidency of the government of the Baleares has passed the following resolution

“I am in receipt of an application by Mr. José Feliu Vidal to inscribe an association named “Associació Club de Cotxes Cl?ssics del Port d’Andratx” in the public register of the autonomous province of the Islas Baleares, joined by the statutes and the minutes of the founding session. They indicate that

The aim of the associacion will be mainly to unite friends of classic automobiles, to further the conservation and collection of these vehicles and to organize rallies.
The club has it’s seat in Puerto de Andratx, Calle Almirante Riera, number 2.
The club is displaying it’s functions in the region of Andratx, as specified in arcticle 3 of the statutes.
Furthermore, the statutes resume the rights and duties of the members, the procedure of admission and suspension, the management and organization, the financial means and the economic foundations as well as dispositions for the liquidation of the entity.
Al this with duly respecting the following laws (follows an enumeration of laws and presciptions in this respect).

After examining the application this ministery is entitled to make the inscription in the register.

The “Associació Club de Cotxes Classics del Port d’Andratx” meets the requirements mentioned and it’s founding is an expression of the constitutional right of association. Therefore, it will be inscribed in the pertinent register of the autonomous province of the Islas Baleares, bearing the number 3 149.

Palma de Mallorca, March 25, 1997

El Director General de Patrimoni

Signature

Carlos Delgado Truyols