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STATUTE OF INDEPENDENT BUSINESS CIRCLE OF MALAGA

STATUTE OF INDEPENDENT BUSINESS CIRCLE SMALL AND MEDIUM ENTERPRISES MÁLAGA (CEIPYMEM)

LEGAL PERSONALITY CEIPYMEM

ARTICLE 1 - NAME AND NATURE
under the name of CIRCLE OF SMALL BUSINESS AND INDEPENDENT MEDIUM ENTERPRISES CEIPYMEM MÁLAGA hereinafter, it is an organization of entrepreneurial and corporate nature, under the provisions of the Constitution and Law 19/1977 of April 1, regulating the right of association and additional provisions for coordination, advocacy, counseling, management, promotion and defense of general and common interests of its associate members, inspired by democratic principles and non-profit. Article 2 .-
PERSONALITY AND ABILITY
CEIPYMEM has legal personality distinct from that bearing members respectively, and full capacity to act to achieve its aims. As a result, may acquire, hold, encumber and dispose of all goods and rights, accept donations and grants, contract obligations, carry out such acts and contracts relate to the fulfillment of its purposes, and to urge the procedures were appropriate to the exercise of the claims and defenses that corresponds to the Courts of Justice Authorities, organizations, institutions and offices of the Autonomous Administration, National and International. As an organization declares itself independent of ideologies, political parties or any other pressure group. Article 3 .-
LIABILITY
As a separate legal entity, the responsibility of the CEIPYMEM against third parties is limited to their own heritage.
ARTICULO.4 .- TEMPORARY FIELD
CEIPYMEM constitutes indefinitely.
HEADQUARTERS ARTICULO.5 .-
CEIPYMEM has its registered office at Plaza de la Merced, 16 in the town of Malaga. The Directors may resolve to change the office in the Málaga province, following a proposal from the Board. ARTICLE 6 .-
LEGAL
CEIPYMEM is governed by these Statutes, Internal Regulations and the general law that applies.
TERRITORIAL SCOPE ARTICLE 7 .- The territorial
be the province of Malaga. Article 8.-
NON-PROFIT
CEIPYMEM is an organization which is non-profit, can be classified as public utility, both for their activities in defending the rights of small and medium enterprises and self Malaga as not constrain the benefits of their actions to any person or group, by any political, religious, age, sex, etc ..., or be relied on.
OF GOALS AND OBJECTIVES
ARTICLE 9 .- END OF INDEPENDENT BUSINESS CIRCLE OF MÁLAGA SMEs
CEIPYMEM. aims at. the promotion, protection and consolidation of economic, social and business of small and medium enterprises and self-Malaga, boasting to this collective representation thereof, in any matters affecting them, near the Public Administration Agencies and entities of any nature and scope, including International and labor unions. Article 10 .-

GENERAL PURPOSE To promote and defend free enterprise system and market economy. Serve
body assembly and coordination of small and medium enterprises, promoting a spirit of solidarity among its members.
cooperate with public authorities and other organizations representing social forces in the province of Malaga, in order to achieve stable economic growth within the necessary social environment of peace and the achievement of an adequate quality of life.
For this purpose, and the expressed willingness to become the representative body of the Entrepreneur of the province of Malaga, not only to defend their legitimate aspirations and interests, but in a fundamental way to contribute on their behalf to the creation of an increasingly prosperous society and fair, CEIPYMEM perform the following functions:
represent and manage the common professional interests of the Company in connection with the administration and any other public and private entities. Provide
through the media a better understanding of the socioeconomic function developed by the Company and an adequate picture of the businessman to the public.
coordinate negotiations with workers' organizations as defined in the Companies CEIPYMEM members.
Establish appropriate tools for liaison and cooperation between member companies to ensure cohesion and arbitration of their interests whilst respecting the autonomy of its members within its exclusive competence. Promote
create and develop common health care services and schedule the necessary actions to improve management and performance in all aspects of small and medium enterprises and independent of the province of Malaga.
encourage constant communication between members through proper reporting.
establish, maintain and develop contacts, links and collaborations with other entities of similar nature and purpose.
take whatever actions are necessary in order to fulfill the purposes outlined above.
Enhancing the knowledge and training on new technologies applied to the Information Processing of Advertising Campaigns through and through training plan.
Manage your own resources, both budgetary and economic.
engage in other business and professional organizational structures of equal or higher level in order to achieve better representation and defense of the sectoral interests of each other. Foster
CEIPYMEM the incorporation of all self-employed, small and medium entrepreneurs in the province of Malaga, promoting unity and solidarity of the
PARTNERS
PARTNERS ARTICLE 12 .-
CEIPYMEM may be associated with, the self-employed and companies with registered office or workplace in the province of Malaga, with fewer than 50 employees and annual turnover not exceeding ten million euros, and turn in the form of personality corporate or individual entrepreneurs.
13 .- ACQUISITION OF ASSOCIATE STATUS
The acquisition of an associate to CEIPYMEM be produced by a corresponding request to the chairman of the board, which will accept or reject the application for incorporation, expressed, should be your reasoned agreement in case of refusal, no such agreement can never be based on ideological motives, gender, age, race or anything else that violates fundamental constitutional rights and in any case, ratified by the Assembly, without prejudice to have had, until then, the full effects. In any case, who felt aggrieved party may appeal to the competent civil courts.
ARTICLE 14 .- LOSS OF QUALITY OF SOCIO
Se perderá la condición de socio de CEIPYMEM cuando:
a) Por la renuncia o desaparición de la empresa.
b) Por incumplimiento grave de los Estatutos o acuerdos válidamente adoptados en CEIPYMEM.c) Por impago de la cuota durante tres meses.
En los casos b) y c), la Directiva decidirá, previa audiencia al representante legal de la empresal afectada. En todos los casos, la decisión deberá ser ratificada por la Asamblea de Socios, sin perjuicio de haber surtido efecto desde entonces.En el caso de impago de cuotas, el Tesorero dará instrucciones a la Secretaría General para que proceda a la baja cautelar y suspensión de derechos hasta tanto la Directiva se pronuncie al respecto. En todos los casos se podrá appeal proceedings before the ordinary courts.
ARTICLE 15. RIGHTS OF MEMBERS
Members shall exercise the following rights:
a) Choose CEIPYMEM representative office, propose candidates and be elected, provided that the candidate is a full partner of CEIPYMEM.
b) To attend, speak and vote by members that belong to them, in the Assembly and other governing bodies.
c) Check, in the manner set forth in the Regulations, the Annual Accounts of the CEIPYMEM.
d) Be informed CEIPYMEM activity.
e) Get support and advice of the Federation legitimate questions.
f) Use CEIPYMEM offering services.
g) To make proposals to government bodies CEIPYMEM by the regulatory process.
h) Receive each Partner CEIPYMEM periodic information.
i) Attend meetings and conventions organized by CEIPYMEM.
j) Participate in continuing education plans, or other occupational training promoted by the CEIPYMEM, provided it meets the requirements of the agencies concerned and with the formal requirements and limitations that the Internal Regulations established.
k) know the resolutions adopted by the organs of CEIPYMEM.
1) Have access to the accounting books for review or consultation.
ll) Access to the services offered by CEIPYMEM and provided by third parties under the terms of priority of the conventions established by CEIPYMEM and companies providing these services.
ARTICLE 16 .- OBLIGATIONS OF MEMBERS
a) Comply with Laws, Regulations and agreements validly adopted by CEIPYMEM.b) CEIPYMEM contribute to sustaining through fees or contributions to be established.
c) Attend and participate in sessions CEIPYMEM bodies when they are elected or summoned.
d) To respect the free expression of views.
e) Provide information on issues tapirs are required by bodies CEIPYMEM.f) Ensure that all partners conduct their activities in accordance with quality standards established by law, to obtain the highest calidad.g) Any other as stated in the Constitution and Bylaws Article 17.-REGISTROS

CEIPYMEM will have the corresponding record associated companies. Management and, specifically, transfer of registration data shall be governed by the Data Protection Act, so that in any case, it may provide information databases to any public or private institution without communication and prior consent the member partners.
OF GOVERNING
ARTICLE 18 .- MEETING.
The Assembly is the supreme governing body CEIPYMEM and shall consist of all members, who will have voice and vote in the manner provided in the Internal Regulations, taking into account also that the President may make use, if necessary, its vote. Article 19 .-
TYPES OF ASSEMBLY AND MEETINGS
The Assembly of Members may be ordinary or extraordinary.
Ordinary Assembly shall meet once a year, convened by the President and in the manner provided in the Internal Regulations. The Special Meeting will meet many times as considered by the President, the Board agreed to request the partners or members who have between them of at least 40% of members.
Article 20 .- POWERS OF THE ASSEMBLY.
1 .- It is up to the Assembly:
a) To elect the Board.
b) Approve the Annual Budget.
c) approve the Annual Accounts.
d) Approve the Management of Government bodies.
e) To approve the regular and special fees proposed by the Board.
f) Agree the accession or separation CEIPYMEM partners.
g) Amend the Bylaws.
h) Agree integrations, adsorption or mergers with other business organizations, that involve loss of legal personality or the winding up of the CEIPYMEM.
i) Make arrangements for matters brought before it by the Board Directiva.j) File motions to personal collegiate bodies CEIPYMEM
k) Ratify the Internal Regulations.
l) Ratify the incorporation of business organizations.
m) To elect and appoint the Chairman. 2.-Are
jurisdiction of the Extraordinary:
The powers contained in the letters f), g), h) j) of the previous issue of this article.The powers set out in paragraphs g) h), be treated as only in the relevant agenda.
3 .- Competence of the Ordinary Meeting of the remaining powers No. 1 of this article and are not the responsibility of the Special Meeting.
ARTICLE 21: ESTABLISHMENT
be validly constituted when they are present or represented an absolute majority of its partners in the first call and second regardless of the number of members present and / or represented. In the cases of paragraphs g) h) of Article 20, require an absolute majority of its members present or represented at second call.
ARTICLE 22: VOTING AND AGREEMENTS
will
secret when it comes to electing members of the Board Directors and Auditors and when so determined, according to the President, the nature of the agreement to adopt. Decisions shall be taken by simple majority of those present. Agreements must be lifted for record by the Secretary of the Board to be approved by an auditor selected for that purpose in the Assembly. Not stipulated in the Statute, shall be as provided in the Internal Regulations. To decide on the provisions in paragraphs g) and h) of Article 20 will require the agreement of the 2 / 3 of those present and represented.
delegate vote is accepted by any party in the event of non-attendance. However, the number of proxies for each partner convention delegate in any case not exceed two.
Article 23 .- TERMINATION OF POSITIONS OF THE ASSOCIATION.
loss of membership carries with it the automatic termination of any charges and the loss of all rights. Article 24 .-

BOARD The Board is the representative body, management and administration of CEIPYMEM. The Board shall have a term of four years. Vacancies shall be filled as under this Statute and Internal Regulations.
ARTICLE 25 .- COMPOSITION
The Board shall be composed of the President, two vice presidents, secretary general, treasurer and eight members, being able to be appointed by the Secretary General with the approval of the president so many others as they may deem advisable and appropriate.
Article 26 .- Competition.
) to implement agreements of the Board members.
b) Manage and perform activities in order for the purposes of CEIPYMEM.
c) Develop and propose to the Assembly for action plans, budgets, balances, fees, etc.
d) Managing CEIPYMEM funds in accordance with approved budgets.
e) In cases of extreme urgency, take decisions on matters of competence of the Assembly, taking notice to it on the first occasion, decisions must be ratified by that body.
f) filling vacancies which may arise during his tenure at the Board own proposal of the President, until they are ratified by the Assembly.
g) To approve the Internal Regulations which must be ratified by the Asamblea.h) Accept or reject an application for incorporation of a new partner.
i) Any other that brought the Statutes.

27 .- CALL
The Board shall meet at least once a quarter.
shall be called by the President on his own initiative or at the request of one third of its members. Shall comply with the provisions of Internal Regulations. Article 28 .-
VOTING AND AGREEMENTS.
The mode of voting will be established in the Internal Regulations. Each Board member may speak and vote. Resolutions shall be adopted as defined by the Regulation respecting democratic principles. Be binding. Article 29 .-

ACTA
The Technical Secretary of the Board Minutes of agreements submitted for approval at the end of the session, in the meeting or immediately following regulatory mechanisms. When submitted for approval at next meeting will be sent in sufficient time to all its members.
CHARGES OF THE BOARD.
Article 30 .- chairman. Will his skills
:
a) convene and preside over the governing bodies.
b) Direct and moderating discussions.
c) To represent CEIPYMEM to institutions, authorities, agencies, tribunals, courts and, in general, to third parties, may grant powers to lawyers and attorneys general agreement of the Board.
d) Enforce the statutory mandates and regulation, and order the execution of the agreements reached at the Board.
e) To approve the minutes, certified and reports issued by the Secretary.
f) To sign personal contracts with the agreement of the Board.
g) appoint consultants.
h) Decide on the bodies which presides in the event of a tie, with his vote.
i) Propose to the Board the election of those vacated positions to be ratified by the Assembly.
j) Any other that may be attached by the Constitution or by the governing bodies.
k) Order the charges among the Board members nominated by each Provincial Association for it.
Article 31 .- VICE.
CEIPYMEM have a Vice President and Vice 1, 2 °, play their functions delegated by the president and replace him in case of vacancy, absence or illness.
ARTICLE 32 .- GENERAL SECRETARY.
The Secretary General shall be the address of the technical and administrative services of the Federation, as well as the collegiate governing bodies of CEIPYMEM.
acting Secretary General in the various meetings of the governing bodies of CEIPYMEM. It is incumbent
:
a) To act as Secretary at meetings of the General Assembly and Executive Committee, raising the record from which, with the approval of the President, authorize with your signature. It also copies and certificates issued with the approval of the President, in relation to the proceedings or books entrusted to him.
b) Technical Coordinator functioning of all organs of CEIPYMEM.
This shall be the Secretariat of all CEIPYMEM Councils and Committees and may delegate that responsibility to a technical proposal.
c) Work directly with the President of CEIPYMEM and advise in cases that this was required.
d) Warning of the possible cases of statutory illegality in the resolutions to be adopted by CEIPYMEM.
e) To transmit to the associated members of the resolutions adopted, where proceda.f) Perform such other functions and representations you may be assigned by the Chair or governing bodies.
g) To act as authorizing officer under these Regulations.
h) Processing the call following the President.
i) Supervise Associate Register.
j) Processing disciplinary, acting instructor.
k) To ensure the safekeeping of documents and archives of the Federation.
l) cooperate with the President in drafting the annual report.
may delegate his duties to the Managing Director and seek the same all information needed. Article 33 .-
TREASURER.
will like powers:
a) ensuring the conservation of CEIPYMEM funds.
b) Intervene documents collections and payments, and payments and credits that are required CEIPYMEM.
c) Check the collection of assessments.
d) Supervise accounting.
e) Develop and submit the annual budget of revenues and expenditures and prepare and submit annual accounts.
f) To propose the opening of accounts and timely investment Directiva.g Board) may delegate the duties of the Managing Director and seek the same all information needed.
EXECUTIVE COMMITTEE

EXECUTIVE COMMITTEE ARTICLE 34 .-.
The Executive Committee is permanent and collegiate body, responsible for implementing the decisions taken by the Board, as well as directing CEIPYMEM between calls of the Board.
will consist of a minimum of three and a maximum of five representatives. The President shall maintain a permanent contact with members of the Committee.
Each Committee member will coordinate a work area within CEIPYMEM and will be representing the sectors of activity CEIPYMEM.
The Secretary General shall assist the Executive Committee with voice and vote and act as secretary at their meetings.
Committee members may attend the Board of Directors with voice but no vote. It will
the President the election and removal of members of the Executive Committee before being forced endorsement CEIPYMEM Board.
Functions and Powers of the Executive Committee:
• Direct CEIPYMEM activities under its authority.
• Implement the resolutions adopted by the Board with the means that are provided through it.
• Propose to the Board and outstanding ordinary shares.
• Prepare the Annual Report of Activities for approval by the Board and ratification by the General Assembly.
• Prepare Budgets and Settlements of accounts for approval by the Board.
• Decide on management fees and payments upon approval by the Board.
• Ensure the effective functioning of services CEIPYMEM.
• Adopt resolutions relating to the acquisition and disposition of property in accordance with the approved budgets.
• Authorize the Secretary-General proposed, staffing and services.
• Adopt competition agreements of the Board when the urgency is so extreme that it expected that the meeting involving the loss of the opportunity of choice. In these cases simultaneously be agreed resit Board of Directors, to submit to ratify the agreement, without the requirement of notice, the agreement would be valid, even provisionally.
• Approve actions related to projects and initiatives aimed at providing services to partners.
• Adopt agreements related to the exercise of any kind of resource.
• May, at the recommendation of the Secretary General and with the affirmative vote of two thirds of the remaining components, designate one of its members so that, as a delegate of the Executive Committee to exercise the same powers, which must be exhaustively specified at time of appointment. In any case means that the incumbent CEO Vocal relationship with the Secretary General in matters relating to implementation of agreements and operation of services.
• Le responsible for carrying out the agreements governing bodies, management and implementation of actions approved and any that may be delegated by the Board of Directors.
• Elect and remove members of the Executive Committee.
• Approval of Audits of Auditors, as appropriate.
• Meet the required form at least ordinarily each month and attend the bimonthly meetings of the Board.
OF
Auditors
ARTICLE 35 .- censors.
be two elected by the Assembly of Members for a period of three years. Monitor, with the Treasurer, the Balance Sheet and Profit and Loss Account of CEIPYMEM, produced a report that will document member of the Annual Accounts. Election shall be by free and secret ballot. Whatever
described in the preceding paragraph, if at least 51% of the votes of the Members Assembly request, CEIPYMEM may be subject to external audit.
THE TASK
MANAGING DIRECTOR 36 .-
be responsible to the bodies of CEIPYMEM of management and technical and administrative services of our organization.
Their appointment and removal to the Board under the proposal of Presidente.Asistirá meetings of the governing bodies of the Federation, with voice but without voto.Corresponde Managing Director:
a) Propose to the Board the hiring administrative and technical staff of their dependency.
b) To ensure the smooth operation of technical and administrative staff.
c) To establish schedules, hours and holidays of the same.
d) Process and execute plans and projects approved by CEIPYMEM bodies.
e) Provide advice to Members.
f) Ensure the presence of CEIPYMEM in their social environment.
g) Advise the President and governing bodies.
h) Assist the Treasurer in Economic Management.
i) any that are assigned or delegated by members of the Board, may join as an adviser, if the President considers appropriate in the Asamblea.ARTICULO 37 .- TECHNICAL AND ADMINISTRATIVE TEAM
Their recruitment is made on the proposal of Managing Director, be made by the President and ratified by the Board. Shall be determined by law. Structurally responsible to the Registrar General.
ECONOMIC RESOURCES
ARTICULO38 .- ECONOMIC RESOURCES
CEIPYMEM economic resources shall consist of:
• Fees, ordinary and extraordinary, and donations or bequests of partners, related organizations and other public or private.
• Public and private grants.
• Performance of its heritage. • Income from Operations
economics related to its purpose.
• Extraordinary Income requested mediation services by non-members CEIPYMEM. • Any other
obtained in accordance with the laws.
All financial resources are allocated in a unique and exclusive to the fulfillment of the purposes of CEIPYMEM established in these bylaws. Article 39 .-
BUDGET AND FINANCIAL
be prepared for each financial year a regular budget income and expenditure that will be sent to Members with at least twenty days prior to his proposal for approval by the Assembly and Once approved by the censors. To carry out works or services not covered by the regular budget, the Assembly of Members may approve extraordinary budget.
Accounting will be in accordance with existing accounting standards, prepared at the end of each financial year, coinciding with the calendar year, the Profit and Loss Account, Balance Sheet and the Notes, accompanied, too, the Management Report , Report of the Auditors and, where appropriate, the audit report. The time required for approval of accounts coincide with those contained in corporate legislation. The accounts are subject to supervision, examination and other formalities of higher organisms legally determined. Article 40 .-
ECONOMIC INFORMATION
Any Partner shall have the means to meet CEIPYMEM economic situation. To this end, develop the procedure in the rules of procedure. ARTICLE 41.-
REMUNERATION OF MEMBERS OF THE BOARD
Assistance to organizational meetings will not be entitled to any compensation under CEIPYMEM, subject to appropriate financial compensation to members of the Board for diets and / or travel for attendance at meetings and / or boards.
Article 42 .- Dissolution
CEIPYMEM be dissolved by decision of the Assembly or court order. The agreement will establish the fate of CEIPYMEM Heritage after the remedied outstanding obligations. Act as liquidator by the Board or three persons appointed by it for that purpose, once settled, if we subtract heritage, it will support social charities.





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