Institutional document

Association bylaws

English reading version of the document dated 18 January 2014 in Santiago de Cali. Founders’ identity numbers and home addresses have been removed for privacy. The Spanish text is the source version.

Chapter I. Formation, name, purposes and domicile

Article 1. Founders

Pedro Pablo Bonilla Ospina; Julián Andrés Aguilar; Juan Guillermo Tabares; Gerardo Antonio Tabares Giraldo; Diego Fernando Franco Arcila. Personal identity numbers and addresses are omitted.

Article 2. Name

The Association is established as Asociación Peña Barcelonista Cafetera de Cali (APBCC) and is governed by article 38 of the Colombian Constitution, applicable association law and these bylaws.

Article 3. Purposes

To foster friendship among FC Barcelona supporters; convey the historical values of barcelonismo; promote sportsmanship, solidarity, democracy and Catalan culture; support social and sporting causes; and share knowledge of Catalan customs.

Article 4. Activities

The Association may organise recreational, social, institutional, cultural and sporting events; trips connected with football; exchanges with related associations; publications and a website; and cultural exchange between Cali, Catalonia and elsewhere. It may undertake other actions needed for its purposes and has no profit motive.

Article 5. Domicile, scope and duration

The Association is domiciled in Cali, Colombia. The precise address from the source document is omitted for privacy and should be checked against the current office. Its scope may be local, national or international. The document sets a fifteen-year duration, subject to legal and statutory dissolution rules.

Chapter II. Members, rights and duties

Article 6. Classes

Members may be founders, ordinary members or honorary members. The Board or General Assembly may confer honorary status for prestige or significant contribution.

Article 7. Rights

Members may attend and vote at General Assemblies subject to the rules for minors; elect and be elected; exercise representation; take part in governance and activities; make proposals; ask for explanations of management; be heard before disciplinary measures; receive information; use common services; join working groups; and receive the bylaws.

Article 8. Duties

Members must support the Association’s purposes, contribute through duly approved fees, comply with these bylaws and follow valid decisions of governing bodies.

Article 9. Honorary members

Honorary members have the duties of founders and ordinary members with the stated exceptions, and the same rights except election, eligibility and representation. They may attend assemblies without a vote.

Article 10. Minors

Under-18s may join subject to voting restrictions and may have a youth section. Parent or guardian permission is required for admission and for travel or activities, with a responsible adult. Under-14s have neither voice nor vote; those aged 14–17 have voice but no vote. Their fixed and extraordinary fees are fifty per cent lower than adult fees.

Article 11. Termination

Membership ends by written voluntary request, non-payment of fees or breach of statutory duties.

Chapter III. General Assembly

Article 12. Status

The General Assembly is the sovereign body. Members belong to it by right, decide by majority and are bound by its resolutions, including those absent, dissenting or abstaining.

Article 13. Powers

It may amend bylaws; elect, remove and supervise the Board; approve budgets, accounts, contributions and management; dissolve the Association; join or leave unions; seek public-benefit status; approve internal rules; remove members after proceedings; note admissions and departures; and decide matters not assigned elsewhere. The list does not limit its authority.

Article 14. Meetings

An ordinary meeting is held at least annually. The governing body may call an extraordinary meeting and must do so within thirty days when requested by at least ten per cent of members.

Article 15. Notice and minutes

Notice states agenda, date and time and is sent individually fifteen days ahead. All members may unanimously meet without these formalities. The president chairs, followed by the secretary and oldest Board member. The secretary records debates, decisions, vote totals and attendees. Prior minutes and agenda documents are available five days before the meeting.

Article 16. Quorum and proxies

The Assembly is valid regardless of attendance. A proxy must be written for each meeting and given to another member. Ten per cent may request agenda items within the stated period; unannounced matters require approval by three quarters of attendees.

Article 17. Voting

Each eligible member has one vote. Decisions are by majority, except removal, Board dismissal, bylaw amendments, dissolution and federation matters, which require two thirds of attendees. The candidate list with most votes wins an election.

Chapter IV. Board

Article 18. Composition

The Board directs, administers and represents the Association. It includes at least a president, secretary, treasurer and two board members, held by different people. The Assembly elects them and appointments and removals are certified and reported to the relevant register.

Article 19. Term and vacancies

Terms are five years and renewable. Office may end by resignation, incapacity, loss of membership or declared breach. Vacancies are filled at the next Assembly and may be covered temporarily. If the president and half the Board leave together, the whole Board ends and the five longest-serving eligible members form an interim committee to call elections.

Article 20. Powers

The Board represents and administers the Association; carries out Assembly decisions; acts before authorities and courts; proposes fees; calls assemblies; submits accounts and budgets; employs staff; supervises accounts and services; creates working groups; appoints responsible members; seeks support and premises; operates accounts under these bylaws; and provisionally decides unforeseen matters subject to the next Assembly.

Article 21. Meetings

The Board meets as needed and before each annual ordinary Assembly. The president, substitute or three members may call it.

Article 22. Decisions and conduct

A majority may meet after notice, or all members may agree to meet. Attendance is required unless excused and the secretary must be present. Decisions are by majority. Members act diligently, loyally, confidentially and without pay, with reimbursement of justified expenses and compensation for resulting harm.

Article 23. Delegation

With a two-thirds vote, the Board may delegate powers to committees or working groups and appoint agents with defined authority.

Article 24. Minutes

Decisions are entered in the minute book and signed by the secretary with presidential approval. Each meeting begins by approving or correcting the previous minutes.

Chapter V. President

Article 25. Functions

The president directs and legally represents the Association, chairs debates, has a casting vote, calls meetings, approves minutes and certificates and exercises inherent or delegated powers. The secretary, then the oldest Board member, acts as substitute.

Article 26. Eligibility

Relevant conditions are founder status; at least ten years’ membership for later entrants; and FC Barcelona membership or commitment card status. At least two conditions must be met.

Chapter VI. Treasurer and Secretary

Article 27. Treasurer

The treasurer safeguards and controls resources, prepares budgets and accounts, keeps the cash book, signs receipts, pays approved invoices and deposits balances with financial institutions.

Article 28. Secretary

The secretary keeps documents, prepares and signs Assembly and Board minutes, authorises certificates and maintains the membership register.

Chapter VII. Committees and working groups

Article 29. Creation and oversight

Members proposing a group inform the Board and explain its work. The Board reviews groups and receives monthly reports. Each group has a regional or Assembly-appointed representative and submits a schedule for approval.

Chapter VIII. Finances

Article 30. Initial assets

The Association has no founding assets.

Article 31. Resources

Resources come from Assembly-approved fees, public or private grants, gifts and bequests, returns on assets and other lawful income.

Article 32. Contributions

Members support the Association through fees or levies determined by the Assembly on the Board’s proposal. Admission, periodic and extraordinary fees may be established.

Article 33. Financial year

The financial year is the calendar year and closes on 31 December.

Article 34. Accounts

The legal representative may open accounts in the Association’s name, inform the Board and treasurer, and delegate administration to the treasurer, who records the amount and use of funds.

Chapter IX. Discipline

Article 35. Breaches and sanctions

The governing body may classify breaches as minor, serious or very serious and sanction them from warning to expulsion under internal rules. Proceedings begin officially or by complaint; an investigator is appointed, a hearing is given and a reasoned decision issued. The member may ask the Assembly to review it.

Chapter X. Dissolution

Article 36. Resolution

The Association may be dissolved by an extraordinary General Assembly called expressly for that purpose.

Article 37. Liquidation

The Assembly decides on assets, rights and outstanding matters and may appoint liquidators. Members have no personal liability beyond voluntary obligations. The remainder goes to the FC Barcelona Foundation or a similar non-profit chosen by the Assembly. The Board carries out liquidation unless a special committee is appointed.

Santiago de Cali, 18 January 2014