CONSTITUTION, NAME, CORPORATE OBJECTIVE, REGISTERED ADDRESS AND DURATION
Article 1 – Name.
A non-profit making association called “Asociación de Deltas del Mediterraneo (DELTA-MED)” has been constituted in Amposta (Tarragona). It has legal personality and full capacity to operate in accordance with what is stipulated in article 22 of the Spanish Constitution, the Organic Law 1/2002 of March 22 regulating the right to associate and the other current legislation.
Article 2 – Corporate Objectives.
The objectives of the Association are to constitute a permanent forum in order to analyse, discuss and deal with the specific problems of a natural, water, coastal, environmental, economic production and social nature concerning the Mediterranean deltas, particularly with a view to achieving sustainable development in these deltas. In addition, its operations can be extended to dealing with the problems involving the Coastal Wetlands of the Mediterranean area where there are similar issues to those which concern the deltas.
Article 3 – Functions.
1. In order to achieve its corporate objectives, the Association will carry out the following functions:
a) Organise meetings to deal with the problems of the deltas and, when required, the problems of the Coastal Wetlands, and invite experts in the different specialised areas.
b) To draft proposals and recommendations with a view to promoting the most adequate solutions to the problems of regression, subsidence, salinity, the effects of climatic change and general environmental degeneration in the Mediterranean deltas.
c) To receive and disseminate information on programmes and activities which the public administrations carry out, especially in the states of the European Union.
d) To collect and channel the proposals of the Associations, Foundations, Corporations and Organisations which operate in the deltas and in the Coastal Wetlands, independently of whether they are members of the Association or not, in order to comply with the corporate objectives with a view to ensuring the development of economic activity and preserving the quality of the life of the inhabitants.
e) To draw up reports on proposals, plans and programmes which might affect sustainable development in the delta areas and which are demanded by Public Institutions and Administrations which have competence as regards the deltas.
f) Any other operations which are deemed to be necessary in relation to its objectives, including the financing of its structure.
2. The Association will publish an Annual Report on the problems of the Mediterranean Deltas and on the operations carried out by the Association during this period.
Article 4º.- Registered Address.
The Association has its registered address at the headquarters of the Comunidad General de Regantes del Canal de la Derecha del Ebro, Passeig Canal 11, Amposta (Tarragona) (Spain).
Article 5º.- Duration.
The Association has been established for an indefinite period of time. It can be dissolved at any time by agreement of the General Assembly. The agreement to dissolve the Association will be adopted in accordance with what is laid down in these Statutes.
Article 6º.- Commencement of Operations.
The commencement of operations of the Association will take place on the first day after the approval of these Statutes.
Article 7º.- Territorial Scope of Operations.
The Association will develop its operations on Spain, without prejudice to the fact that it may organise activities within the framework of its corporate objectives in other countries of the Mediterranean where it has members or in collaboration with other physical or legal persons.
CONCERNING THE MEMBERS OF THE ASSOCIATION
Article 8º.- General Characteristics.
1. The members of the Association, generally speaking, will be legal persons representing collective economic interests which function in the Mediterranean deltas or Coastal Wetlands.
2. Under the conditions laid down in these Statutes, other physical or legal persons can be classified as extraordinary members of the Association.
Article 9º.- Concerning the Ordinary Members.
1. The legal nature of the legal persons who, as ordinary members of the Association form part of the “Asociación de Deltas del Mediterraneo DELTA-MED” must be that of Association, a Corporation under Public Law or similar legal categories in accordance with the law of each country. Under no circumstances will commercial companies or foundations be allowed to join.
2. The legal persons who are members of the “Asociación de Deltas del Mediterraneo DELTA-MED” must be legitimately constituted in accordance with the law of each country, and this will be demonstrated by the certificates of the relevant Public Registries and the other proof which is admissible in law.
3. The organisation and functioning of each legal person who is a member of the Association will be accredited through the submittal of the Statutes or Regulations which govern the functioning of this legal person.
Article 10º.- The Founders.
1. The founders of the “Asociación de Deltas del Mediterraneo DELTA-MED” are the legal persons who appear in the Foundational Charter and those who join during the first year the Association is operating through the procedure laid down in these Statutes.
2. In accordance with what has been stated in the above section, the founders are the following:
A) For the EBRO DELTA:
-Comunidad General de Regantes del Canal de la Derecha del Ebro.
-Comunidad de Regantes-Sindicato Agrícola del Ebro.
B) For the PO DELTA:
-Consorzio di Bonifica Delta Po Adige
-Consorzio di Bonifica I Circondario Polesine di Ferrara
-Consorzio di Bonifica II Circondario Polesine di S. Giorgio
C) For the RHÔNE DELTA:
-Syndicat des Riziculteurs de France et Filiere
-Tour du Valat Station Biologique
D) For the DANUBE DELTA
-Danube Delta Biosphere Reserve Authority
E) For the NILE DELTA
-Field Crops Research Institute and National Rice Research Program
F) For the EVROS DELTA
G) For the ALBUFERA DE VALENCIA
-Comunidad de Regantes de Sueca
-Acequia Real del Júcar
H) For the ESTUARIO DEL GUADALQUIVIR
-Federación de Arroceros de Sevilla.
Article 11º.- Admission of New Ordinary Members.
1. The admission of new ordinary members must be preceded by a proposal put forward by three members who already belong to the Association and the subsequent acceptance by the General Assembly at the first ordinary meeting to be held. As regards the three members mentioned, at least one of these, must belong to the same delta area as the applicant for admission.
2. The members who request admission must provide sufficient documentation so that the Assembly might check them with the requirements laid down in article 8 of these Statutes.
Article 12º.- Loss of the Condition of Member.
1. The ordinary members will cease to be members of the “Asociación de Deltas del Mediterraneo DELTA-MED” due to any of the following reasons: a) Of their own accord by notifying the Executive Board in writing.
b) Of their own accord by notifying the Executive Board in writing.
c) By exclusion.
2. The members who commit acts which are contrary to the corporate objectives of the Association or whose acts might seriously damage the interests of the Association will be excluded by an agreement of the General Assembly on the proposal of the Executive Board after the institution of proceedings. Before this decision is taken, the party concerned will be heard during the proceedings and, should he wish, he will be heard in the General Assembly.
Article 13º.- The Rights of Ordinary Members.
The following are the rights of the ordinary members of the Association:
a) To take part in the General Assemblies, with the right to speak and the right to vote as regulated in these Statutes.
b) To participate in the activities organised by the Association and to work to achieve its objectives.
c) To elect and be elected to exercise management posts.
d) To put forward complaints and suggestions regarding the Association and its activities to the governing bodies in writing.
Article 14º.- Obligations of the Ordinary Members.
The following are the obligations of the ordinary members of the Association: a) To hold the posts they are elected to.
b) To satisfy the quotas which might be established.
c) To respect what is laid down in these Statutes.
Article 15º.- Extraordinary Members.
1. Those legal and physical persons who carry out activity in the Mediterranean deltas or Coastal Wetlands and who are proposed by three of the members of the General Assembly can join the Association as extraordinary members.
2. This category may correspond, in particular, to the universities which carry out activity in the delta areas with special regard to the objectives of this Association, to the relevant scientists who make specific contributions in this field and, generally speaking, to the representatives in the deltas who are considered to be necessary in order to achieve the objectives and the finality of the Association.
3. The extraordinary members will enjoy the rights of the ordinary members with the specific particularities as regards the exercise of the right to vote stated in these Statutes. They may be exempt from payment of the quotas required to maintain the Association.
CONCERNING THE GOVERNING BODIES OF THE ASSOCIATION
Article 16º.- The Governing Bodies.
The following are the governing bodies of the Association:
a) The General Assembl.
b) The Executive Board.
c) The Chairmane.
CONCERNING THE GENERAL ASSEMBLY
Article 17º.- Composition and Rules regarding the Meetings.
1. The General assembly is composed of the representatives of all the ordinary members and the representatives of all the extraordinary members or, in the event that the latter are physical persons, these persons themselves. They will normally meet once a year on being summoned by the Chairman, who will stipulate the place of the meeting, the date and the agenda. Of necessity, one of the points on the agenda will be the presentation of the work done by the Chairman and the Executive Board since the last meeting of the General Assembly.
2. An extraordinary meeting will be convened when this is agreed to by the Chairman or the Executive Board or when a fifth of the members of the Assembly request this in a written notification addressed to the Chairman and authorised by the relevant signatures and explaining the reason for the summons and providing the agenda.
3. The posts of Chairman and Secretary of the General Assembly will be those of the Executive Board.
Article 18º.- Distribution of the Votes and Voting Procedure.
1. Each one of the delta areas represented in the Association will have five votes. Each one of the Coastal Wetlands represented in the Association will have three vote.
2. In order to express the wishes of each delta area or each marsh, through an internal vote the ordinary members of these areas will decide how to use the votes available to them and will appoint a spokesperson to make their position public. In the event of a discrepancy concerning the position, the votes will be attributed proportionally and can be expressed in decimal figures.
3. The extraordinary members will jointly have a total of votes equivalent to a third of their number with a maximum of five votes. In order to express their wishes, they will decide by internal voting how to use the votes available to them and will appoint a spokesperson to make their position public. In the event of a discrepancy concerning the position, the votes will be attributed proportionally and can be expressed in decimal figures.
4. The members can authorise other members to represent them as regards voting. They will do so in writing which will be submitted to the Executive Board before the voting on the corresponding point on the agenda or proposal begins. The Executive Board will examine the document and, if they consider it to be correct, they will inform the Assembly. Any member may examine the document authorising representation.
Article 19º.- Competence of the General Assembly.
The General Assembly has the following Competencies:
1º) The reading and approval of the minutes of the previous meeting and the Annual Report containing the activities carried out.
2º) To elect the members of the Executive Board as laid down in these Statutes.
3º) To approve the annual budget and its liquidation.
4º) To agree to the dissolution of the Association.
5º) To agree to the exclusion of the members of the Association in the cases laid down in these Statutes.
6º) To approve the modifications to the Statutes.
7º) The establishment of quotas and the decision on exemption for extraordinary members.
8º) To approve the plan of activities.
9º) Any other competencies attributed to it by these Statutes.
Article 20º.- Rules for Agreements.
1. No agreement may be adopted on matters which do not appear in the agenda unless all the members belonging to the Association unanimously agree.
2. The agreements will normally be adopted by a simple majority of votes except in the cases in which the Statutes state otherwise. In the event of a draw, the Chairman will have a casting vote.
Article 21º.- The Minutes.
1. Minutes will be kept of the meetings and these will be signed by the Secretary with the approval of the Chairman. They will contain a brief explanation of the agreements reached with the opinions against when those who have expressed these opinions wish them to be recorded.
2. Certificates of the agreements which are recorded in the minutes may be issued by the Secretary with the approval of the Chairman.
CONCERNING THE EXECUTIVE BOARD AND THE CHAIRMAN OF THE ASSOCIATION
Article 22º.- The Executive Board. Members and Voting.
1. The Executive Board will be composed of the Chairman and a representative of the ordinary members of each delta area elected by each area. The members from all the Coastal Wetlands will elect two representative to the Executive Board.
2. Each member of the Executive Board, including the Chairman, will have one vote. The Chairman’s vote will be a casting vote in the event of a draw.
3. From among the members of the Executive Board the Chairman will appoint a Vice-Chairman who will substitute him when for reasons of illness, absence or another justified reason, he cannot exercise his powers. The Executive Board will appoint a Treasurer and the post of Secretary will be regulated by what is stipulated in article 26.
4. The duration of the post of member of the Executive Board will be for three years and the members may be re-elected.
5. The members of the Board will carry out their functions unpaid apart from the compensation they must receive for the expenses incurred while carrying out their functions.
Article 23º.- The Meetings of the Executive Board.
1. The Executive Board will meet on being convened by the Chairman, who will state the place of the meeting, the date and the agenda in the summons.
2. The Executive Board will hold, at least, two ordinary meetings each year, and can hold an extraordinary meeting when three members request this.
3. The decisions of the Executive Board will be adopted by a simple majority of votes.
4. The Executive Board can delegate the exercise of some of its competencies to the Chairman.
Article 24º.- The Competencies of the Executive Board.
The following are the competencies of the Executive Board:
a) The adoption of a plan of activities and its submittal to the Assembly for approval.
b) The approval of the Budget Plan for the Association and, in general, the plans for any activities which require the agreement of the General Assembly.
c) To be informed by the Chairman of the activities he carries out regularly in representation of the Association.
d) To receive information from the Chairman concerning the execution of the Budget.
e) Any other competencies corresponding to it in accordance with these Statutes.
Article 25º.- Concerning the Chairman.
1. The Chairman represents the Association and promotes its work.
2. The Chairman is elected by the Executive Board from among its members who represent the delta areas by an absolute majority. Once two ballots have been taken and such a majority has not been reached, the Chairman may be elected by a simple majority.
3. The Chairman will hold the post for three years and can be re-elected.
4. The Chairman orders payment and can spend an amount which does not exceed 20% of the annual budget. In other cases competence corresponds to the Executive Board.
5. Due to reasons of urgency the Chairman can carry out any action in defence of the interests of the Association including appearing in court, file actions and reply to all kinds of notifications. In any event, he must inform the Executive Board as soon as possible and the Board must ratify his actions for them to be deemed to be valid.
Article 26º.- Concerning the Secretary.
1. The Secretary assists the Chairman in the exercise of his functions. He keeps minutes of the meetings of the Assembly and the Executive Board and looks after and keeps the Minutes Books of these bodies.
2. The convening of the meetings of the Board and the Assembly will be done by the Secretary on the order of the Chairman.
3. The Secretariat of the Association has been established and is located at the Instituto Agroambiental de las Terras del Ebre, whose address is Passeig del Canal 43-49, Amposta.
4. The work of the Registry will be carried out by the member appointed by the Chairman in accordance with the Instituto Agroambiental de las Terras del Ebre. The Institute will provide the Secretary with the assistance required so that he may carry out his functions.
Article 27º.- The Minutes.
1. Minutes will be kept of the meetings of the Executive Board and will be signed by the Secretary with the approval of the Chairman. They will contain a brief explanation of the agreements reached with the opinions against when those who have expressed these opinions wish them to be recorded.
2. Certificates of the agreements which are recorded in the minutes may be issued by the Secretary with the approval of the Chairman.e.
Article 28º.- Concerning the Treasurer.
1. The Treasurer controls the income and expenditure of the Association and the relationships of a financial nature established with public and private institutions.
2. He is responsible for effective payment within the framework of the competencies attributed to other bodies by these Statutes on condition that the Chairman or the Secretary have signed.
3. He is also responsible for submitting the Budget Plan and its liquidation to the Assembly in representation of the Executive Board.
4. For reasons of efficiency and during the first years of the existence of the Association, the Executive Board can agree to the work of the Treasurer being carried out by the Secretary.
Article 29º.- Concerning the Members.
The members of the Executive Board may, by agreement of the Board, distribute their functions among several areas for work and action.
ASSETS AND FINANCIAL SYSTEM OF THE ASSOCIATION
Artículo 30º.- Assets.
1. The Association will have its own independent assets. It has no initial assets.
2- It will function with a system based on an annual budget and this sum will be allocated to the functioning and the activities of the Association.
Artículo 31º.- Financial Resources.
1. The General Assembly will establish and modify the annual quotas for belonging to the Association as stated in these Statutes.
2. The income for the Association may also come from grants made by public institutions, donations, legacies and bequests which may be accepted and, in the event, income from the sale of publications or the quotas for attending the activities it might promote.
3. The Executive Board will draw up a budget plan each year and will submit this to the Assembly for approval. In addition, it will submit the liquidation of the accounts of the previous year for the approval of the Assembly.
CONCERNING THE DISSOLUTION OF THE ASSOCIATION AND THE LIQUIDATION OF ITS ASSETS
Artículo 32º.- Dissolution
The Association will be dissolved for the following reasons:
a) By agreement of two thirds of the ordinary members at a General Assembly convened for this purpose.
b) Due to the reasons laid down in article 39 of the Civil Code.
c) Due to a firm judicial ruling.
Artículo 33º.- Liquidation.
Once dissolution has been agreed or decreed, the Executive Board will carry out the liquidation, transferring the property, paying the accounts owing, charging the accounts receivable and establishing the resulting credit balance should there be one.
Artículo 34º.- Assigning the Resulting Credit Balance.
Once the liquidation has been carried out, the resulting credit balance will be donated to the University or scientific body which has objectives similar to those of the Association as determined by the Executive Board..
One.- Management Commission.
1. The Management Commission elected at the act constituting the Association will carry out its functions until the first General Assembly is held, at which time the procedure for appointing the Executive Board and the Chairman of the Association will commence.
2. The Management Commission must submit a report on its activities to the first General Assembly which is held.