BY-LAWS

Approved in Salamanca on 26 September of 2005

CHAPTER I

Section 1. The "SPANISH CLAY SOCIETY" (SEA), A NOT-FOR-PROFIT, established in Madrid in accordance with the by-laws registered in 1972, reforms the same and, under the protection of the provisions of Section 22 of the Spanish Constitution of 1978, the provisions of the Organic Law 1/2002 of March 2, regulating the right to association and other legal provisions, establishes that the nature of the association shall be determined as provided for in these by-laws.

Section 2. It shall be termed the "SPANISH CLAY SOCIETY" (SEA).

Section 3. The aims of the Society are as follows: to foster, promote, disseminate, and organize research and scientific and technological developments in the field of clays, encouraging associations between research centres and industry. One of the Society's main objectives shall be to forge close ties with foreign scientific groups or associations dedicated to clay study and research.

Section 4. To these ends, the SEA shall promote, among other things, the following activities: organizing meetings, courses, and conferences; holding scientific trips and visits to technical and research centres; publishing scientific texts; and providing technical and scientific consulting on topics in its domain.

CHAPTER II

National address and scope

Section 5. The Society shall be domiciled at the Institute of the Instituto Andaluz de Ciencias de la Tierra, located at Avenida de las Palmeras, 4, 18100 Armilla, Granada.
Phone number 34958230000

Section 6. The scope planned for the activities of this Society is national, for which Delegations may be established in those Autonomous Communities where a minimum of ten members meet, via an agreement passed in the General Assembly and upon request by the interested parties of said Autonomous Community.

CHAPTER III

Governing bodies and type of administration

Section 7. The Society shall be governed:

  1. By the General Assembly, the highest body to state the will of the Society, comprising all the Members.
  2. By the Executive Board, comprising the President, the immediate past President (except by express waiver), the Vice President, the Secretary, the Treasurer, and eight members-at-large. Any member forming part of the Executive Board of the AIPEA shall be a member-at-large of the Executive Board if he or she occupies no other position.

Section 8. Corresponds to the General Assembly:

  1. Reading and acceptance of the minutes from the previous meeting.
  2. Electing and revoking the power of persons exercising the positions mentioned in the previous section and resolving claims that members may make against the activity of the Executive Board.
  3. Approve the budgets for expenses and revenue each year, balance the budget, decide on the specific application of available funds and on plans of action.
  4. Reform the Statutes and approve, when necessary, the Internal Rules of Procedure.
  5. Adopt the necessary agreements to carry out any disposal or divestment of property.
  6. Request a declaration of public interest.
  7. Pass resolutions to establish a Federation of associations of public interest or to become part of one if it already exists.
  8. Resolve to admit honorary members.
  9. Be aware of and make decisions on other matters of general interest to the Society, resolving on the necessary or appropriate measures to best serve all members.
  10. Adopting the resolution to dissolve the Society.

            In any case, the affirmative vote of two-thirds of members present or duly represented must be given in a General Assembly in order to adopt any resolution covered in this section.

Section 9. Representation at a General Assembly shall be in person or by delegate with a written proxy signed by the member.

Section 10. The General Assembly shall meet at least once a year to approve the budgets, accounts, and action plans and whenever else the Executive Board considers it appropriate or necessary or when one-quarter of the membership so requests it in writing to the President, stating the reason for the meeting and the agenda. The President shall call the meeting, stating the agenda, place, date, and time.

            The Society's general assemblies, both ordinary and extraordinary, shall be validly constituted at the first assembly when a majority of members are present or represented and in the second assembly whatever the number of members present. At least fifteen days must pass between the call for a meeting and the day proposed for holding the General Assembly. The call for a meeting must also state the time at which the General Assembly will meet in a second call if necessary. The minimum period between the two calls shall be half an hour.

            In exceptional cases, and when the urgency of the case so requires, an extraordinary General Assembly may be called with the warning possible for the call to reach the membership.

            An Assembly meeting may also be valid without being convened as long as the entire membership concurs and so decides.

            The Society's fiscal year shall end June 30 each year.

Section 11. It is the duty of the Executive Board to ensure compliance of any resolutions adopted in the General Assembly. The Executive Board shall have all necessary powers to flawlessly operate the Society and achieve its goals except for those specifically corresponding to the General Assembly.

            Each component of this Executive Board has the following responsibilities:

  1. 1. President. - Shall legally represent the Society and represent it in lawsuits and elsewhere in any issues affecting it, acting in its name and executing the resolutions taken by the General Assembly or by the Executive Board.
  2. 2. Vice President. - Shall substitute the President in his or her absence.
  3. 3. Secretary. - Shall prepare with due time beforehand the action plan for each year, shall be in charge of the Society's books and documents, and shall inform members of changes to the same.
  4. 4. Treasurer. - Shall be in charge of Society funds, issuing receipts for fees, recording the organization's finances, drawing up annual foreseeable expenditures, and proposing necessary measures to cover them.
  5. 5. Members-at-large. - Shall have the specific powers assigned to them by the Executive Board.

            The Executive Board may designate one or more members to represent the Society at the meetings or conferences of other societies dedicated to related topics.

            The Executive Board shall also nominate SEA representatives at international organizations, societies, committees, or publishers associated with scientific journals that SEA participates with. These nominations must be ratified by a simple majority of members, whether in a General Assembly or by a home-based voting procedure guaranteeing secret voting. Unless otherwise established in the organization in which representation is exercised, the appointment period is usually four years. The appointments may be renewed for more than one period.

            In addition, each member of the Executive Board shall enjoy the other powers conferred by the General Assembly.

Section 12. Positions on the Executive Board shall be unpaid and voluntary, lasting for a period of four years. Renewal of the Executive Board shall be verified every two years counting from the regulating General Assembly. The renewal term shall be verified in two parts. The first shall renew the positions of the vice president and half of the members-at-large. The second shall renew the rest of the positions. Vacancies in the Executive Board occurring before the end of the statutory period shall be covered by board members until the statutory renewal.

Section 13. The Executive Board must meet twice a year. It may also be convened by the President as many times as he or she considers it necessary and must be convened upon request of a third of the board with prior written notice to the President presenting the reasons for the call for a meeting. Members of the Executive Board shall be convened by written notice at least 15 days beforehand save for extraordinary circumstances, in which case the call for a meeting shall be made with all notice possible.

Section 14. The resolutions of the General Assembly and of the Executive Board shall be recorded in the Minutes Book in the care of the Secretary.

CHAPTER IV

On members, admission procedure and loss of membership status, and on rights and responsibilities of members.

Section 15. Membership is open to any person or legal entity, whether individual or collective, desiring entrance and proposed by two members. Said admission will be announced at the General Assembly.

            Membership can be of the following types:

  1. Full members: Persons interested and associated with the Society's aims through their activities, qualifications, or personal occupation shall be full members.
  1. Collectives: Workplaces, public or private (institutes, industries, commercial entities, etc.), in any way linked to or interested in the Society's activities and goals.
  1. Honorary: Any persons may be honorary members due to relevant scientific prestige in the field of clays or because they are deserving of the distinction due to their demonstrated support to the Society. They shall be proposed by the Executive Board or by ten members. Admission shall be granted by a two-thirds majority vote of the General Assembly.

            In addition to the aforementioned full members, associate membership is open to students in graduate or post-graduate studies in fields related to clays who show interest in the scientific problems of this specialty and request admittance to the SEA.

Section 16. Members may withdraw for the following reasons:

  1. On one's own initiative, via a written notice to the Society President.
  2. By not having paid three consecutive fees.
  3. By not complying with the obligations entailed
  4. By proposal of a three-quarters majority of all members of the Executive Board due to having acted or signed documents incompatible with the standards of conduct the Society demands of its members.

            Notice of loss of member status shall be provided to the party in question in writing except when withdrawal is voluntarily requested. The member may appeal to the General Assembly in writing within a period of one month after receiving the notification.

Section 17. Whatever their membership type, members have the right to participate in acts organized by the Society, receive its publications, and use the Society's means to circulate information on its activities.

            Members shall be entitled to speak and vote at all Society meetings. Collective members, to be represented by a single person, shall exercise that right through the person representing them at each Assembly.

            Associate members have no right to vote in any organizational or administrative matters of the Society nor may they be part of the Executive Board. Apart from these restrictions, they shall enjoy the same privileges as other members.

            Members are responsible for contributing the corresponding fees as set by the General Assembly. In any case, the annual fee for associate members shall be lower than for full members. Collective members shall also provide their technical, scientific, and financial collaboration to the Society. Moreover, within their capabilities, they shall facilitate Society activities as regards loaning sites for meetings, hosting visits, and scientific trips.

CHAPTER V

Founding assets and expected financial resources

Section 18. The Society's founding assets comprise one hundred and twenty euros and twenty euro cents (120.20 €)

Section 19. The Society's expected financial resources comprise the fees from collective, full, and associate members, as well as voluntary donations from people, official or private work centres, societies, and public or private entities or bodies. Profits that may accrue from its activities will be destined to activities of the same nature since it is a NOT-FOR-PROFIT association.

CHAPTER VI

Dissolution of the Society

Section 20. The Society shall be dissolved by a majority vote of 75% of members present or represented, resolved in a special General Assembly called for this purpose.

            In case of dissolution, its social assets shall be entirely directed to teaching or research, and the body in charge of the accounting shall be the association's Executive Board.