Our Charter

Articles of Association of the “Anima – Society For The Protection of Animals (Macau)”

Anima is a non-profit association with the highest status in Macau conferred by the Macau Government in November 25, 2009. It is considered a Public Utility Association and as so benefits of a special treatment from the Macau Government.

The purpose of this Association is to promote adequate treatment, the prevention and/or the suppression of cruelty on animals, as well as any other activities aiming directly or accessorily the attainment of such purposes.

Chapter I - Designation, registered office, purpose and income

Article 1
(Designation and duration)
The association ”Anima − Sociedade Protectora dos Animais de Macau”, in Chinese “Anima – 澳門愛護動物協會” and in English ”Anima -Society for the Protection of Animals (Macau)”, hereinafter referred in short in the three languages as to ANIMA, is a non profit association that is governed by these articles of association, by the internal regulations and by the laws and regulations in force in Macau, where it carries out its activity for an indeterminate period of time.

Article 2
(Registered office)
The Association has its registered office in Altinho de Ká-Ho in Coloane, but the registered office can be transferred at any time.

Article 3
(Purpose)
1. The purpose of this Association is to promote adequate treatment, the prevention and/or the suppression of cruelty on animals, as well as any other activities aiming directly or accessorily the attainment of such purposes.

2. To achieve its purposes, ANIMA will promote every actions and activities that may contribute for the elaboration and publicity of the legal means for the animals’ protection and assistance, as well as the publicity of this Association’s ideals throughout the means deemed most convenient.

In order to pursue the goals set out in the previous paragraph, the Association will procure, namely:

a) to become a member of the SPCA’s (societies for the prevention of cruelty on animals);
b) to stimulate and help the Authorities to elaborate laws and ordinances related to animals, as well as the correspondent regulation;
c) to cooperate with similar entities and public or private organizations in any activities aiming the animals’ protection;
d)  to make efforts for the fulfilment of the governing law regarding the aid, protection and assistance to animals;
e)  to promote or participate in seminars, colloquies and conferences, as well as to conduct or collaborate in other initiatives deemed adequate for the mentioned goals.


Article 4

(Income)
The admission and periodical fees paid by the associates, inheritances, legacies, offerings, subsidies and donations of or made by any public or private entities, as well as any profits resulting from the activities conducted by the Association, amongst other earnings, will be deemed as the Association’s income.

Chapter II - Associates, Patrons and Friends

Article 5

(Categories)
ANIMA has the following categories of associates:
a) founder associates;
b) lifelong associates;
c) collective associates;
d) individual associates;
e) honorary associates;
f) meritorious associates;
g) correspondence associates;
h) juvenile associates.

Article 6
(Founder associates)

Apart from what is foreseen in the ANIMA’s internal regulations, will be considered as founder associates the associates that, besides assembling all the requirements demanded by the internal regulations, have undersigned the Association’s incorporation deed.

Article 7

(Lifelong associates)
Will be considered as lifelong associates and, therefore, exempt of the payment of fees, the associates that, besides assembling all the requirements demanded by the internal regulations, are of age and, given their importance to ANIMA, so are proclaimed by the Board of Directors, as long as such proclamation is further confirmed by the first General Meeting held following the said proclamation.

Article 8

(Collective associates)
Will be considered as collective associates the collective bodies with registered office or any other form of representation in Macau, that, besides assembling all the requirements demanded by the internal regulations, reveal their interest in the attainment of ANIMAS’s goals.

Article 9

(Individual Associates)
Will be considered as individual associates every individual that, besides assembling all the requirements demanded by the internal regulations, reveals interest in the attainment of the goals set out in article 3.

Article 10

(Honorary associates)
1. Any collective bodies or individuals that, besides assembling all the requirements demanded by the internal regulations, have rendered relevant services or contributions to ANIMA, may be proclaimed as honorary associates.
2. As a way to recognize the good services of individuals or institutions that have distinguished supporting Anima and its goals, the titles of Honorary President, Honorary Vice-President and Honorary Advisor can be attributed to honorary members in an unlimited number.
3. The titles referred in numbers 1. and 2. of this article are conferred by the Board of Directors as temporary or lifelong and ratified by the next General Assembly and if temporary may be renewed for the same terms that has been conferred.

Article 11

(Meritorious associates)
Any collective bodies or individuals that, besides assembling all the requirements demanded by the internal regulations, have notoriously and financially supported ANIMA, may be proclaimed as meritorious associates.

Article 12

(Correspondence associates)
Besides what is foreseen in the ANIMA’s regulations, will be considered as correspondence associates the individuals or institutions that only exchange correspondence or occasionally collaborate with ANIMA and would like to be considered as such.

Artigo 13

(Juvenile associates)
Will be considered as juvenile associates the sons and daughters of associates as well as any other individuals under eighteen years old that, besides assembling all the requirements demanded by the internal regulations, register themselves in the Association.

Article 14

(Admission of associates)
1. The power to admit associates pertains to the Board of Directors.
2. The denial of admission has to be justified.
3. The number of associates is unlimited.

Article 15

(Basic rights of the associates)
The following constitute basic rights of the associates:
a) to participate in the General Meetings;
b) to call for a General Meeting to be held, in accordance with what it foreseen in the articles of association;
c) to appoint and be appointed for the Association’s positions, besides what is foreseen in article 7;
d) to participate in ANIMA’s activities, in compliance with the respective regulations;
e) to receive the ANIMA’s annual reports as well as examine its accounts in the Association’s registered office;
f) to propose, in written, to the General Meeting the recommendations, proposals, projects and measures deemed useful to the development of the ANIMA’s activities, including amendments to these articles of association and to the applicable regulations;
g) to propose new associates;
h) to enjoy the services that may be rendered by ANIMA or by any institutions or organizations of which ANIMA is a member of;
i) for the attainment of ANIMA’s goals, to use the Association’s premises;
j) any other rights that are granted by these articles of association, by the internal regulations or by a resolution passed by the Association’s bodies.

Article 16

(Duties of the associates)
The following constitute duties of the associates:
a) to fulfil and make fulfil these articles of association, the internal regulations and the resolutions passed by the Association’s bodies;
b) to contribute for the attainment of the ANIMA’s goals;
c) to contribute for the ANIMA’s development and reputation;
d) to participate in the meetings held by the associative bodies they are a member of;
e) to liquidate the fees they are bounded to;
f) to notify in written any change of home address;
g) not to compromise ANIMA by means of public statements that concern the Association’s activity;
h) to have an irreprehensible moral and civic conduct towards the animals.

Article 17

(Exclusion of associates)
1. The associates who commit the following acts will lose their title of associates:
a) the ones who commit acts opposed to ANIMA’s goals or that might affect its credibility or reputation;
b) the ones who fail to liquidate their fees for six consecutive months or during the term there are notified to do so;
c) the ones who breach the resolutions passed by the General Meeting or by the Board of Directors;
d) the ones who breach any of the associates’ duties;
e) the ones who are sanctioned with the exclusion penalty.
2. The power to exclude associates pertains to the Board of Directors, in accordance with what is foreseen in article eighteen, having the excluded associate the right to appeal to the General Meeting.
Article 18

(Exclusion procedure)
1. The Board of Directors has the power to exclude any associate, as long as he breaches any of his legal or statutory duties or commits acts or omissions that affect the Association’s reputation or the attainment of its goals.
2. Save in the case foreseen in paragraph no. 2 of article 20, the associate’s exclusion will be preceded by an audition of the defendant by the Board of Directors.
3. The associate is entitled to appeal the exclusion resolution, which will have immediate suspensive effect, within 15 days as from the resolution’s notification, by means of a motivated motion addressed to the President of the first General Meeting to be held.
4. The resolution passed by the General Meeting cannot be protested or appealed.
5. Neither the resignation nor the exclusion of the associate entitles him to be reimbursed of any amounts or to participate in any funds or goods that are a part of the Association’s assets.

Article 19

(Breach of the associates’ duties)
1. The breaches of the associates’ duties will be valued and jugged by the Board of Directors, whom has the powers to execute disciplinary penalties.
2. The resolutions passed by the Board of Directors can be appealed to the General Meeting.
3. The power to execute any penalty pertains solely to the Board of Directors, to the extent of the powers it is granted by these articles of association or established in the disciplinary internal regulation.
4. The associates are forbidden to use any means intended to dishonour ANIMA.
5. The associates are not allowed:
a) to insult or defame the members of the management bodies;
b) defraud or attempt to defraud ANIMA;
c) abusively make use of their position as ANIMA’s management bodies’ representative if they are not authorised to act in such capacity.

Article 20

(Fees)
1. If the Board of Directors becomes aware that there are fees overdue for more than six months, it may notify, in written, the associate in breach to proceed with the respective liquidation within a maximum term of sixty days.
2. If the term mentioned in the precedent paragraph expired without the mentioned liquidation having been made, the associate will be excluded by means of a resolution of the Board of Directors.

Article 21

(Unconstrained loss of associate title)
The associates are free to renounce the associate title by means of an expression of will, notified in written to the Board of Directors.

Article 21-A
(Patron)
1. It may be declared as patron any individual or institution that notoriously and continuously support patrimonial ANIMA
2. The designation of Patron of ANIMA is conferred by the General Assembly.

 Article 21-B

(Friend)
1. It may be declared as friend any individual or institution that are identified with the goals of Anima and as so strongly support ANIMA and its activity.
2. The designation of Anima Friend is conferred by the Executive Committee.

Chapter III - Associative bodies

Article 22

(Bodies)
The Association has the following bodies:
a) General Meeting;
b) Board of Directors;
c) Supervisory Board.

Article 23

(General Meeting)
The General Meeting is formed by all associates in their full capacity of their rights, and has a Presiding Board formed by a president, a vice-president that will replace the president in his absences, and a secretary.

Article 24

(Meetings of the General Meeting)
1. The General Meeting will be called for by its president.
2. The call notice will be made by means of registered letters to be sent to the associates’ addresses with a minimum prior notice of eight days before the date of the meeting, or trough protocol with the same prior notice.
3. The call notice will indicate the day, time and place in which the meeting will take place, as well as the agenda.
4. An ordinary General Meeting will be held once a year, until the last day of March.
5. Extraordinary General Meetings will be held if so called by its president or as per the request of at least one third of the associates.

Article 25

(General Assembly: quorum and resolutions)
1. The General Meeting can only be held, on the first call, if at least half of the associates is present.
2. If the quorum mentioned in the precedent paragraph does not exist, the General Meeting will be held, on the second call, with the presence of any number of associates, but not before thirty minutes over the time mentioned in the respective call notice.
3. Save in the cases foreseen in the following paragraphs, the resolutions of the General Meeting must be taken by the absolute majority of the votes of the associates present, as long as they are in the full capacity of their rights.
4. The resolutions regarding amendments to the articles of association must be taken by three quarters of the votes of the associates mentioned in the precedent paragraph no. three.
5. The resolutions regarding the dissolution of the Association must be passed by three quarters of the votes of the all the associates with voting rights.

Article 26

(Powers of the General Meeting)
Besides any other powers granted by law, pertains to the General Meeting, namely but not limited to:
a) to determine the Associations’ guidelines;
b) to discuss, vote and approve amendments to the articles of association and to the internal regulations previously approved;
c) to appoint, through secret voting, the members of the associative bodies; and
d) valuate and approve the balance, report and annual accounts presented by the Board of Directors and the correspondent opinion report produced by the Supervisory Board;
e) valuate and approve the annual budget and the activities plan prepared by the Board of Directors, as well as the respective amendments;

Article 27

(Board of Directors)
1. Besides what is foreseen in the internal regulations of ANIMA, the Board of Directors is formed by five to twenty three members.
2. The Board of Directors is formed by one president, two vice-presidents, one secretary and, if there are more members, the remaining will be named simply as directors.
3. Besides the legal and statutory powers of the Board of Directors and what is foreseen in the internal regulations, each of its members will also have the powers specifically granted by resolutions passed by the Board.
4. The Board of Directors can delegate its powers to an Executive Committee formed by five to seven of its own members, one of which will be the president, who will ensure the functioning and the regular management of the Association’s ordinary matters and its representation, before the courts and everywhere else.

Article 28

(Powers of the Board of Directors and of the Executive Committee)
1. Pertains to the Board of Directors to ensure the functioning and the regular management of the Association’s matters, bearing in mind the attainment of its goals, and in particular:
a) to superiorly oversee the Association’s activities;
b) to carry out all acts deemed necessary to the attainment of the Association’s goals;
c) to represent the Association before the courts and everywhere else, through its president or any other of its members specially appointed by the president to do so;
d) to execute the resolutions passed by the General Meeting;
e) to decide the admission of associates ant to propose the General Meeting the proclamation of honorary and meritorious associates;
f) to establish the associates’ minimum fee;
g) to valuate and decide on assistance requests received;
h) to administrate the Association’s assets;
i) to decide, conduct and organise the Association’s activities, as well as its committees.
j) to create and get the Association’s internal structure set to work;
k) to elaborate internal regulations;
l) to elaborate the balance, report and accounts for each accounting period;
m) to prepare the budget for the accounting period and the activities’ annual plans and present them to the General Meeting;
n) to exercise the remaining powers that are not legally or statutory granted to any other associative body.

2. Save when there is a specific resolution passed by the Board of Directors ruling the opposite, the powers in paragraphs b) to n) are considered delegated in the Executive Committee, if existent.

Article 29

(Operation of the Board of Directors)
1. The Board of Directors will establish the frequency of its meetings, holding a meeting at least once a month.
2. The Board of Directors will hold an extraordinary meeting every time its president calls for one.
3. For every ordinary or extraordinary meeting, the president of the Board of Directors will indicate, in written, the correspondent agenda, which will be delivered to the members of the Board with a minimum prior notice of forty eight hours.
4. The Board of Directors can only hold a meeting when the majority of its members is present.
5. The resolutions of the Board of Directors must be taken by the majority of the votes of the members present.

Article 30

(Binding)
1. The Association binds by the signature of the President of either the Board of Directors or the Executive Committee and, during its absences or impediments, by the signature of any of the Board of Directors’ vice-presidents or any other of its members specially appointed to do so. Nevertheless, to move the Association’s debit accounts, the signatures of two members of the Board of Directors or of the Executive Committee, and additionally and always, the signature of the Treasurer or of whoever substitutes him, are required.
2. The Association also binds in accordance with the terms that may be freely resolved by the General Meeting or through one or more representatives appointed by the Board of Directors, within the limits and in accordance with the terms established by the Board.

Article 31

(Supervisory Board)
1. The Supervisory Board is formed by one president, one vice-president and one secretary.
2. Besides the legal and statutory powers of the Supervisory Board, pertains particularly to it to supervise the execution of the General meeting’s resolutions, as well as to produce an opinion on the balance, annual report and accounts elaborated by the Board of Directors.
3. The Supervisory Board can demand from the Board of Directors the means deemed necessary or convenient to the fulfilment of its roles, namely in relation to the accounts.

Article 32

(Meetings of the Supervisory Board)
1. The Supervisory Board will hold an ordinary meeting each year, until the last day of February.
2. The Supervisory Board will hold an extraordinary meeting every time its president calls for one, by its own initiative or as per the request of two of its members or of the Board of Directors.
3. The resolutions of the Board of Directors must be taken by the majority of its members.

Article 33

(Substitution of the presidents and of other members of the associative bodies)
1. In case of excuse, resignation, loss of position, as well as in cases of permanent impediment of the president of any of the Association’s bodies, the correspondent body, during the first ordinary meeting held after the occurrence, will elect one of its members as president and, amongst the eligible associates, will co-opt a new member for the mentioned body, being this resolution subjected to the ratification by the first following General Meeting held.
2. In case of excuse, resignation, loss of position, as well as in cases of permanent impediment of the remaining members of the Association’s bodies, the substitutes will be eligible associates appointed by the other members of the body in issue, being this resolution subjected to the ratification by the first following General Meeting held.
3. In the event more then half of the members appointed by the General Meeting were subsequently co-opted or substituted, what is foreseen in the precedent paragraphs shall not be applicable, and elections should be called for within the following thirty days.

Article 34

(Mandates)
1. The associative bodies’ members’ mandate shall be of two years, being allowed the re-election.
2. In the cases foreseen in article 33, the members elected or appointed as substitutes will retain functions until the term of its predecessor’s mandate.

Article 35

(Quality vote)
In the event of parity of any voting carried out by the Board of Directors or the Supervisory Board, the respective president is entitled to a quality vote.

Chapter IV - Dissolution of the Association

Article 36

(Quorum)
The dissolution of the association can only be decided by the General Meeting, and as long as this meeting has been expressly called for such purpose.

Article 37

(Destination of the assets)
1. In case of dissolution, the remaining goods of the Association’s assets will revert to the benefit of a charity institution chosen by the General Meeting that decided the dissolution or, in the event no choice is made, it will revert to the Macau Special Administrative Region.
2. For the purposes foreseen in the precedent paragraph, the General Meeting shall appoint a liquidation committee formed by, at least, three individuals that were associates at the time of the dissolution.

Chapter V - Logo

Article 38

(Logo)
The Association adopts the red, white and black logo herein represented:
logo_black

Chapter VI - Final and Transitory Provisions

Article 39

(Omissions)
To all these articles of association’s omissions, the ANIMA’s internal regulations shall govern.

Article 40

(Efficacy)
These articles of Association will be effective as of the first day following its publication in the Macau S.A.R.’s official journal.