STATUTES
MAGNOLIA METHOD ASSOCIATION
Members of statutory bodies
- The association's bodies are the General Assembly, the Management and the Fiscal Council.
- The term of office of the members of the corporate bodies is 4 years.
Chapter I
Managing Bodies
TITLE I - The General Assembly
The General Assembly Board is made up of three members:
a) A President, who is responsible for convening the Assembly, presiding over it and directing it's proceedings, as well as exercising all powers conferred on him by law and Internal Regulations, in particular those relating to the electoral process.
b) A secretary, who is responsible for writing the minutes, organizing attendance and assisting the President in everything requested by him.
c) A Vogal.
d) Upon the President's recommendation, one of the above may replace him in his absence.
TITLE II - The Board of Directors
1. The Board of Directors is composed of three members, and will have the following positions: President, Treasurer and Secretary.
2. In addition to the powers attributed to them by the Statutes, the members of the Board of Directors are responsible for:
- 2.1. President:
-- a) To include the Board's name in all formal contracts in which Magnolia Method Association is an interested party.
-- b) Represent the Association.
-- c) Proceed with the opening of bank account and it's movements.
- 2.2. Secretary:
-- a) Grant, together with the President, the name of the Board of Directors in all formal contracts in which the Magnolia Method Association is an interested party.
-- b) Represent the Association together with the President.
-- c) Exercise other powers conferred upon it by the Board of Directors.
- 2.3. Treasurer:
-- a) Keep all the financial resources of the Magnolia Method Association under care and responsibility, and deposit all amounts received in the Association's bank.
-- b) Keep the accounting record of the Magnolia Method Association organized and up to date, using the collaboration of a specialized technician if necessary.
-- c) Deposit all of the Association's income in a banking institution and keep the balance information of the respective accounts up to date.
-- d) Exercise the other powers conferred upon by the Board of Directors.
3. The Board of Directors is also responsible for promoting, by 30 June of each year, the review of Activity Plan and Budget already approved for the current calendar year, providing a perspective to the end of the year.
Expense, Purchases and Investments
1. In addition to the provisions of the previous article and other statutory provisions, the approval of any expenditure, investment or purchase to be made on behalf of the Association, and within its scope of activity, is also the exclusive responsibility of the Board of Directors.
2. All purchases, expenditures or investments to be made by any member of the Association's bodies, or by any Associate, require prior approval by the Board of Directors, under the following terms:
- 2.1. For amounts less than or equal to €5,000.00, the Board of Directors will decide who, how and under what conditions may carry out the approved expenditure, which it will do, obligatorily, after analyzing at least three proposals, previously presented and approved at a Board meeting.
- 2.2. For amounts exceeding €5,000.00, the procedure will be the same as that referred to in the previous paragraph, and, after being approved by the Board of Directors, the expense in question must be approved by a majority of 2/3 of the members of the Board of Directors.
- 2.3. In decisions regarding the approval of purchases, expenses and/or investments, the Board of Directors is obliged to prioritize the proposal that offers the best quality/price ratio, as well as the most advantageous guarantee and payment conditions, taking all decisions clearly and in defense of the collective interests of the institution.
- 2.4. Notwithstanding the provisions of the previous numbers, the Management undertakes to provide, for the other bodies of the Institution, the satisfaction of all legal, financial and administrative needs urgent for the capable performance of the functions of each body.
- 2.5. For approval of the expense, purchase or investment to be made to be valid, the signature of the Management is required.
3. Any exceptions to the rules set out in this article will only be valid if approved by a majority of the members of the Board of Directors, with the favorable vote of its President and with the majority of votes of the members of the Board of Directors and the founder. Meetings Board meetings will be held whenever necessary at least annually and will be convened by email or other expeditious means of communication, with a copy of the notice of meeting and agenda.
Minutes of the Meetings
1. Minutes will be drawn up for Board meetings, the respective draft of which will be circulated among the respective Board members present at the meeting, for approval of its wording.
2. If, within five working days following the date of the respective meeting, no changes are suggested to the proposed minutes presented, their content shall be deemed tacitly approved.
TITLE III - The Supervisory Board
The Supervisory Board is composed of three members:
1. President, whose duties include:
- a) Chair the Council and direct its work.
- b) Call meetings.
2. Vice President, who is responsible for:
- a) Write all opinions of this body of the Association.
- b) Examine, if necessary with the collaboration of experts, the accounting records of the Board of Directors.
3. Vogal, responsible for:
- a) Organize and keep the Fiscal Council's records up to date.
4) Replace any member of the Supervisory Board who is prevented from performing his/her duties.
Documentation
1. The Fiscal Council will be responsible for the annual supervision of all documentation and accounting records of the Board of Directors, and will be responsible for verifying the proper execution of the plan and budget. In order to achieve the established objective, and in particular the annual verification of the Association's accounting, all necessary documentation must be sent to the Association by the Board of Directors and other bodies up to fifteen working days before the end of the financial year.
2. The documentation will be archived at the Association's headquarters, in a location and under specific conditions defined by the Supervisory Board, in an internal circular which will be made known to the other bodies of the Association.
3. All accounting documentation that reflects costs or revenue for the Association may only be accepted and accounted for when it is duly supported, that is, a document legally issued in the name of the Association, with its tax number and headquarters.
(Approved unanimously at the General Assembly meeting on January 7, 2019)
Managing Bodies
TITLE I - The General Assembly
The General Assembly Board is made up of three members:
a) A President, who is responsible for convening the Assembly, presiding over it and directing it's proceedings, as well as exercising all powers conferred on him by law and Internal Regulations, in particular those relating to the electoral process.
b) A secretary, who is responsible for writing the minutes, organizing attendance and assisting the President in everything requested by him.
c) A Vogal.
d) Upon the President's recommendation, one of the above may replace him in his absence.
TITLE II - The Board of Directors
1. The Board of Directors is composed of three members, and will have the following positions: President, Treasurer and Secretary.
2. In addition to the powers attributed to them by the Statutes, the members of the Board of Directors are responsible for:
- 2.1. President:
-- a) To include the Board's name in all formal contracts in which Magnolia Method Association is an interested party.
-- b) Represent the Association.
-- c) Proceed with the opening of bank account and it's movements.
- 2.2. Secretary:
-- a) Grant, together with the President, the name of the Board of Directors in all formal contracts in which the Magnolia Method Association is an interested party.
-- b) Represent the Association together with the President.
-- c) Exercise other powers conferred upon it by the Board of Directors.
- 2.3. Treasurer:
-- a) Keep all the financial resources of the Magnolia Method Association under care and responsibility, and deposit all amounts received in the Association's bank.
-- b) Keep the accounting record of the Magnolia Method Association organized and up to date, using the collaboration of a specialized technician if necessary.
-- c) Deposit all of the Association's income in a banking institution and keep the balance information of the respective accounts up to date.
-- d) Exercise the other powers conferred upon by the Board of Directors.
3. The Board of Directors is also responsible for promoting, by 30 June of each year, the review of Activity Plan and Budget already approved for the current calendar year, providing a perspective to the end of the year.
Expense, Purchases and Investments
1. In addition to the provisions of the previous article and other statutory provisions, the approval of any expenditure, investment or purchase to be made on behalf of the Association, and within its scope of activity, is also the exclusive responsibility of the Board of Directors.
2. All purchases, expenditures or investments to be made by any member of the Association's bodies, or by any Associate, require prior approval by the Board of Directors, under the following terms:
- 2.1. For amounts less than or equal to €5,000.00, the Board of Directors will decide who, how and under what conditions may carry out the approved expenditure, which it will do, obligatorily, after analyzing at least three proposals, previously presented and approved at a Board meeting.
- 2.2. For amounts exceeding €5,000.00, the procedure will be the same as that referred to in the previous paragraph, and, after being approved by the Board of Directors, the expense in question must be approved by a majority of 2/3 of the members of the Board of Directors.
- 2.3. In decisions regarding the approval of purchases, expenses and/or investments, the Board of Directors is obliged to prioritize the proposal that offers the best quality/price ratio, as well as the most advantageous guarantee and payment conditions, taking all decisions clearly and in defense of the collective interests of the institution.
- 2.4. Notwithstanding the provisions of the previous numbers, the Management undertakes to provide, for the other bodies of the Institution, the satisfaction of all legal, financial and administrative needs urgent for the capable performance of the functions of each body.
- 2.5. For approval of the expense, purchase or investment to be made to be valid, the signature of the Management is required.
3. Any exceptions to the rules set out in this article will only be valid if approved by a majority of the members of the Board of Directors, with the favorable vote of its President and with the majority of votes of the members of the Board of Directors and the founder. Meetings Board meetings will be held whenever necessary at least annually and will be convened by email or other expeditious means of communication, with a copy of the notice of meeting and agenda.
Minutes of the Meetings
1. Minutes will be drawn up for Board meetings, the respective draft of which will be circulated among the respective Board members present at the meeting, for approval of its wording.
2. If, within five working days following the date of the respective meeting, no changes are suggested to the proposed minutes presented, their content shall be deemed tacitly approved.
TITLE III - The Supervisory Board
The Supervisory Board is composed of three members:
1. President, whose duties include:
- a) Chair the Council and direct its work.
- b) Call meetings.
2. Vice President, who is responsible for:
- a) Write all opinions of this body of the Association.
- b) Examine, if necessary with the collaboration of experts, the accounting records of the Board of Directors.
3. Vogal, responsible for:
- a) Organize and keep the Fiscal Council's records up to date.
4) Replace any member of the Supervisory Board who is prevented from performing his/her duties.
Documentation
1. The Fiscal Council will be responsible for the annual supervision of all documentation and accounting records of the Board of Directors, and will be responsible for verifying the proper execution of the plan and budget. In order to achieve the established objective, and in particular the annual verification of the Association's accounting, all necessary documentation must be sent to the Association by the Board of Directors and other bodies up to fifteen working days before the end of the financial year.
2. The documentation will be archived at the Association's headquarters, in a location and under specific conditions defined by the Supervisory Board, in an internal circular which will be made known to the other bodies of the Association.
3. All accounting documentation that reflects costs or revenue for the Association may only be accepted and accounted for when it is duly supported, that is, a document legally issued in the name of the Association, with its tax number and headquarters.
(Approved unanimously at the General Assembly meeting on January 7, 2019)