Statutes

Chapter 1. Name, objectives and domicile

Article 1

The present Association known as “Heritage for Peace (Syria)” is constituted according to the Law 4/2008 passed on the 24th of April, 2008 included in the 3rd volume of the Catalonian Civil Code affecting legal forms as a part of the Bill     1/2002 of the 22nd of March 2002, which regulates the rights and the statutes of an association.

Article 2

The Association is established for the following objectives:

  • To promote the safeguarding and protection of all cultural heritage in Syria irrespective of their religious or ethnic identity
  • To recognize that all forms of cultural heritage in Syria are valued as equal in importance
  • To promote understanding of the communal value of heritage across diverse communities
  • To recognize that the holdings of cultural repositories are also locations of the tangible expressions of human history
  • To document and preserve knowledge of the damage to cultural heritage in Syria during the present conflict
  • To develop, maintain and support a wide network of contacts and volunteers dedicated to the preservation of cultural heritage through effective practices
  • To create an open electronic platform with hands-on information for heritage workers operating during a violent conflict
  • To provide practical knowledge and simple technologies to protect and preserve cultural heritage
  • To provide instructional material to develop basic skills in computer use, management, bookkeeping and English
  • To assist in the preparation for the post-conflict situation
  • To liaise between heritage workers operating during a violent conflict and the international heritage community

In order to accomplish these goals, the Association will fulfill the following tasks:

  1. Set up a network of Syrians currently working in cultural heritage preservation in all Syrian regions, and to support them in the daily fulfilment of their tasks.
  2. In order to achieve this purpose, brochures in Arabic or English will be printed and distributed to all institutions involved with cultural heritage management, including but not limited to museums, archaeological sites, libraries and archives.
  3. These brochures will include technical information about:

      a) How to protect collections from possible damage

      b) How to stop or minimize losses or damage to cultural heritage already incurred.

  1. At the end of the project, a brief manual on the protection of cultural heritage and structures in areas threatened by armed conflicts will be produced.

 Making profit is not allowed.

 Article 3

  1. The domicile of the Association shall be Hotel d’Entitats,  Rutlla, 20-22, 17002 Girona, Catalonia – Spain
  2. The Association’s activities shall mostly take place in Catalonia, but may also occur in any other region or country in the world.

Chapter 2. Duties and obligations of Association Members

Article 4 *

Any physical person or corporate entity interested in the Association’s activities may become a member and take part in its activities. Membership shall be voluntary; no one shall be compelled to participate.

Physical persons:

  1. Must be in full possession of one’s faculties.
  2. Non-emancipated minors between 14 and 18 years may become full members only with the consent of their parents or legal guardians. Such membership shall entitle them to the right to vote during General Meetings, but not to be elected to the Board of Directors.
  3. All children under 14 can become a member and exercise their rights derived from this membership under guidance of their legal representatives

Corporate entities:

1. Membership applications from corporate entities must be approved by the Board.

2. The rules and regulations by which corporate entities are bound should not exclude them from becoming part of the association

Membership applications should be addressed in writing to the Board of Directors that shall approve or deny the application during the first ordinary meeting after receipt of the request, and inform the General Meeting of its decision in the shortest possible time.

* The conditions for membership should be congruent with the goal and objectives of the Association.

Article 5

Members’ rights and duties are governed by the statutes of the Association; members cannot claim any right which is not expressly provided in the statutes of the Association.

The organs of the Association are the General Assembly and the Board of Directors.

Responsibilities of members:

  • To be bound by the statutes of the Association unless those rules are inconsistent with some other legal obligation;
  • To comply with the decisions of the General Assembly and Board of Directors;
  • To be loyal to the principles and ideals of the Association and contribute to its development;
  • To cooperate with the Board in attaining the Association’s objectives;
  • That it is the responsibility of all members to ensure that all documents presented to the fellow members or meetings of members are accurate. If a person knowingly files a document that is false or misleading they commit an offence that can result in expulsion of the Association;
  • On no account to promote private interests over those of the Association;
  • To seek to foster the autonomy of their Syrian heritage colleagues who are also engaged in the preservation of their cultural heritage;
  • To seek to transfer as much technical knowledge and skills as possible in order to assist their Syrian heritage colleagues to fulfil their tasks;
  • To make maximum use of local expertise;
  • To seek to protect cultural heritage workers and their environment from any harm.

Rights of members:

  • To attend, speak and vote at the annual General Assembly;
  • To participate in all deliberations and meetings of the Association that may be called by the Board;
  • To elect the members of the Board of Directors every 4 years at the General Assembly;
  • To run as a candidate for all the positions in the Board of Directors being President, Secretary, Treasurer;
  • To inspect and copy the Association’s statutes;
  • To have proper notice of any general meeting at which it is proposed to amend or alter the Association’s statutes;
  • To be informed well in advance of any meeting aiming to promote or to expand the Association.
  • To have access to and inspect the Association’s financial and fiscal accounts upon request at the annual general meeting;
  • To avail themselves of all facilities of the Association;
  • To receive all official statements and publications of the Association.

Article 6

How to become a member:

Applications for membership shall be submitted to the Board of Directors, which will evaluate the eligibility of the candidate for membership of the Association and

take a decision in accordance with the outcome of the evaluation. At the General Assembly the reasons for denial and/or acceptance of membership will be submitted.

Article 7

Grounds for deregistration as a member:

1. The person himself decides to deregister and informs the Board of Directors of his decision in writing

2. The member fails to comply with the statutory obligations

Chapter III. General Assembly

Article 8

General Assembly:

  1. The General Assembly consists of all of the Association’s active members, who each have one vote.
  2. The General Assembly takes place at least once a year. The Board of Directors invites the members by mail or email and provides a preliminary agenda. The meeting will take place no less than six weeks after invitations are sent, counting from the day of the postmark or date of the email, which are binding. The invitation letter is considered to have been delivered if it was addressed to the last address the member provided in writing. Members may submit additional agenda items to the board either in writing or electronically until two weeks before the assembly. The date when the letter or email was received is binding. The Board will publish the final agenda on the internet; the web link will be specified in the written invitation. General Meeting invitations not containing an address will be considered as incomplete and invalid.
  3. If it is in the Association’s interest, an extraordinary General Assembly may be called. If this request is submitted to the Board of Directors in written form by at least 20% of the members, the Board of Directors is compelled to call for an extraordinary General Assembly within six weeks. The members request must include the desired agenda items.
  4. Regardless of the number of members present, the General Assembly’s actions are valid only if invitations to the members were properly addressed. The Director shall be elected from the members present at the General Assembly. Unless otherwise decided by the General Assembly, all votes will be taken openly by show of hands and with a simple majority. If votes are tied, proposals are considered to have failed.
  5. Notwithstanding (4) above, proposed amendments to the Statutes of Association or proposals to dissolve the Association must receive a three-quarters majority in the General Assembly and a minimum of half of the votes of all active members.
  6. An active member who cannot personally participate in the General Assembly may ask another member, who will be personally present, to represent him during the General Assembly. The representative will exercise both members’ voting rights. The representative must present an original written authorization from the absent member to the Board of Directors at the beginning of the General Assembly. A representative may represent a maximum of two additional members.

Duties of the General Assembly:

  1. The General Assembly is the highest decision making body of the Association. It is in charge of all responsibilities not specifically delegated to another organ or person of the Association by the Statutes of Association.
  2. The General Assembly elects the Board of Directors from among the active members of the association. The people obtaining the largest numbers of votes will be elected. Ballot papers will be provided to cast the votes.
  3. The General Assembly may remove a member of the Board of Directors by majority vote of all active members.
  4. The General Assembly will consider objections from members to proposed removals of Board of Directors members.
  5. The General Assembly will receive the Board of Directors’ Annual Report as well as the External Audit and discharges the Board of Directors of its responsibilities.
  6. The right to amend the Statutes of Association or to dissolve the Association is reserved to the General Assembly.
  7. The Board of Directors shall present the Financial Statement and the External Audit to the General Assembly for their approval in written format. Both of these reports will be prepared and presented to the General Assembly by two external auditors. Auditors may not be members of the association, nor have been appointed by any member of the Board of Directors to any external company or institution. The auditors shall be granted access to all accounting documents of the Association.
  8. The General Assembly retains the exclusive right to consider any question or request that the members may address to it.

Article 9

The Board of Directors:

  1. The Board of Directors governs, administers, and represents the Association. It is made up of the President, Vice-President, Secretary and Treasurer An individual may not hold more than one of these positions simultaneously.
  2. The Board of Directors shall elect one of them as a chairman and two of them as a proxy. One of the proxies shall be the treasurer who can be re-elected as such.
  3. The duties of the Board of Directors are stipulated elsewhere in the statutes including calling general assemblies and other meetings, developing internal procedures, and determining election procedures. Issues not considered in the statutes are governed by Catalan law.
  4. The Board of Directors may make decisions about all issues pertaining to the association that do not require the specific approval of the General Assembly. The Board of Directors shall approve and implement the decisions taken by the General Assembly.
  5. Every member of the association has the right and the authority to represent the Association to outside parties.
  6. Should a board member resign while in office, the Board of Directors shall appoint a provisional member on the basis of an internet vote in which all active members shall have the right to participate. The provisional board member shall remain in office until the next General Assembly, which will fill vacancies on the Board of Directors.
  7. Amendments to the Articles of Association required by law or financial authorities may be undertaken by the Board of Directors. The General Assembly shall be informed of such amendments in its next meeting.
  8. Board of Directors members will serve for five years and may be re-elected.
  9. Board of Directors members may be removed before completing their term for the following reasons:
  10. Statement of death or absence (natural persons) or dissolution (corporate entities);
  11. Incapacity or impeachment;
  12. Written resignation addressed to the Board of Directors;
  13. Other causes under the law or the statutes of the Association.

Article 10

Meeting minutes:

All decisions taken by the Board of Directors and the General Assembly shall be documented in writing and be made available for consultation by members. A member shall be assigned the task of taking minutes and shall be assisted by another member in timekeeping.

Article 11

Financing of the Association:

  1. The funds required for the Association shall be raised through:
      1. contributions from the State, municipalities, and other public bodies,
      2. donations,
      3. other financial contributions made by third parties,

     


Chapter IV. Presidency and Vice-presidency

 Article 12

1. The responsibilities of the President are as follows:

a) To direct and legally represent the association according to the powers delegated to the Board.

b) Preside over debates of the General Assembly and the Board of Directors.

c) Cast tie-breaking votes in elections.

d) Call meetings of the General Assembly or the Board of Directors.

e) Approve the minutes and other documents supplied by the secretary of the association.

f) Execute other responsibilities inhering to the position of the President and those responsibilities delegated to him or her by the General Assembly or by the Board of Directors.

2. In case of absence or sickness, duties of the President will be exercised by the Vice-President or the eldest member in the association already belonging to the Board, in this order of succession.

Chapter V. Duties of the Treasurer and Secretary

 Article 13

The Treasurer is in charge of the association’s funds, including deposits, accounting, preparation of the budget, balancing bank accounts, and opening or closing bank accounts. The Treasurer shall keep book  to account for income, spending, and other financial tasks. He or she shall pay bills, approved in first instance by the President and in second instance approved by the Board of Directors  and deposits money into the Association’s bank account

Article 14

The Secretary shall keep the association’s documents. He or she shall also sign the minutes of the General Assembly and the minutes of the Board of Directors meetings. The Secretary shall also note and authorize all registered mail to be delivered. Finally, the Secretary must also keep a register of all members.

Chapter VI. Commissions and working groups

 Article 15

The creation of commissions or special working groups shall be proposed by the members wishing to participate. They shall inform the Board of Directors of their proposal and explain explicitly the kind of activities they plan to undertake.

The Board of Directors has then to assess the different commissions or special working groups. The chairperson of each commission or working group shall submit a detailed activity report to the Board of Directors monthly.

Chapter VII. Financial matters

 Article 16

The financial year of the Association is the calendar year (January 1 –.December 31).

Article  17

The President, Treasurer, and Chairman shall have power to sign for all accounts in any financial institution. To authorize the disbursement of funds the signatures of the Treasurer and President shall suffice.

Chapter VIII. Disciplinary measures

Article 18

The Board of Directors and General Assembly may sanction members for infractions.

Infractions may be classified as light, medium or high. The corresponding sanctions may vary from a verbal warning to a formal expulsion from the Association, according to the internal regulations.

Sanctions may be imposed after a formal denouncement by another member or an informal message to the governing bodies that details the alleged offense. Within 10 days, the Board of Directors shall appoint a special commissioner to evaluate the allegations. The special commissioner will propose a resolution to the issue within 15 days of such time as the accused member shall have the opportunity to defend him or herself. Proposed sanctions shall be approved by at least two thirds of the members of the Board of Directors, and will be assumed by this very same organ also in a period of 15 days.

In case of very serious infractions and severe sanctions inflicted by the Board of Directors the party concerned is entitled to be heard by and request ratification at the next General Assembly that takes place.

Chapter IX. Dissolution

 Article  19

The association may be dissolved by a special session of the General Assembly, convened for this purpose.

In case of dissolution, the beginning and the end of the financial year may be altered from that stated in Article 16.

Article 20

1. Once dissolution of the Association has been decided on and been accorded by  , the General Assembly the General Assembly shall take the appropriate measures to liquidate the Association’s properties. It shall also decide how to wind down any activities or programs still in progress.

2. If it deems necessary, the General Assembly shall empanel a special commission to handle matters related to the dissolution of the Association.

3. The members of the association are exempted of personal responsibility. Their responsibility remains limited to comply with the organization’s statutes, which they freely chose.

4. Any cash remaining after the dissolution of the Association may only be given to a public or private not-profit entity, which holds similar goals as the ones from the Association or that clearly seeks one or more charitable aims.

5. If the General Assembly does not empanel a special liquidation commission, the Board of Directors shall administer the processes described in this chapter.

Girona, the 1st  of  March  2013

UA-70425199-1