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