1.1 The Association will be known as “ASSOCIAÇÃO DOS AMIGOS DO CEMITÉRIO DOS INGLESES EM ELVAS”.

1.2 The duration will be for an indeterminate period

The Registered Office of the Association will be at Monte da Contenda, Apartado 111, 7350-902 Elvas, Portugal.

The objectives of the Association is the conservation of the British Cemetery in Elvas, historical research and the dissemination of the cultural aspects of Elvas.

4.1 Any person over 18 may be a member

4.2 Each request for membership will be subject to the consideration of the Committee and may be turned down.

4.3 Membership of the Association may be terminated by:

• Resignation.
• Death or, in the case of a corporate member, liquidation.
• Expulsion by the Committee for the non-payment of the annual subscription or for a serious motive although, in this case, the member must be invited by registered letter to appear before the Committee to explain their action. The decision may be referred to the Annual General Meeting.

4.4 Corporate Membership may be given by the Committee to any organisation by means of payment of the Entrance Fee and annual subscription. The organisation will not have the right to vote on matters of the Association, but will have the right to nominate up to three individuals as members of the Association; these people, if approved by the Committee, will have all the rights and privileges of ordinary members, but will not pay an entrance fee or annual subscription.

4.5 Each member of the Association will have the right to vote on the deliberations of the Association, with the exceptions noted above and those referred to in articles 9.7, 10.6 and 15. A list of members eligible to vote will be maintained by the Secretary.

4.6 The sources of finance available to the Association are:

• The Entrance fees of new members
• Members annual subscriptions
• Fund raising
• The results of collection or other initiatives
• Subsidies from Private and Official Organisations.
• Gifts or Legacies, whose acceptance depends on the previous consideration of the Annual General Meeting.
• Any other income. 

5.1 The Administrative parts of the Association are:

• The General Meeting
• The Committee
• The Fiscal Council

5.2 When, for whatever reason, elections are not carried out at the correct time, the mandate is considered to be prorogued until elections are actually carried out.

5.3 The members of the various parts of the Association, when resigning their duties, will hand over to the new incumbent, cash balances, books and other documentation within a maximum period of ten days from the time of the hand-over.

6.1 The Committee, which will usually meet at least once a quarter, administers the Association and can delegate any of its powers to sub-committees.

6.2 The Committee will meet in emergency session when called by the Chairman, or in his absence by the Vice-Chairman.

6.3 The Committee will consist of a Chairman, a Vice-Chairman, a Secretary, a Treasurer and three other members, all elected at the Annual General Meeting.

6.4 The Committee may meet with a minimum of four members

6.5 The decisions of the Committee will be taken with a simple majority of those present. The Chairman has a deciding vote.

6.6 The duties of the Committee are:

• To direct and administer the Association in accordance with these Statutes and any internal regulations.
• To represent the Association judicially in the person of its Chairman or whomsoever he may delegate.
• Elaborate and approve internal regulations for the activities of the Association.
• To approve or reject the admission of new members.
• To produce annually by the 31st of August the budget and plan of activities for the following year.
• To place before the General Meeting for its consideration before the end of December each year, the Report and Accounts of the last trading year.
• Call an Extraordinary General Meeting, whenever it may be required.
• To be present at the Annual General Meeting and meetings of the Fiscal Council
• To allow the Fiscal Council access to the books and other documentation which they may request.
• To keep careful control of the organisation and the workings of its services.
• Decide on Entrance fees and annual subscriptions.
• Contract any collaborators needed for the activities of the Association.
• To carry out any other functions conferred by these statutes or internal regulations.
• Create special sub-committees, whether permanent or temporary, to launch or oversee specific projects.

6.7 The members of the Committee have collective responsibility for decisions taken, as the law decides.

6.8 Its responsibility ceases:

• With the approval of the Annual General Meeting of the report and accounts;
• In the year in which its mandate is completed after the transfer of powers to the newly elected Committee.

6.9 The duties of the Chairman or of the Vice-Chairman selected by him to substitute him, when he is not available are to:

• Represent the Committee
• Chair Committee Meetings
• Sign with the Treasurer all receipt and expense documents and payment orders sent to the Treasury or whatever Bank where the funds are deposited.
• To sign the minutes and initial the books of the Treasurer and the Secretary.
• To ratify the decisions, initiatives and ideas produced by the technical parts of the Association and which are relative to its objectives.

6.10 The duties of the Secretary are:

• To prepare and direct the business of the Secretariat and ensure its despatch.
• To produce the minutes of the Committee Meetings
• To keep all the books and documents of the Committee in order.

6.11 The duties of the Treasurer are:

• To deposit monies received.
• To make authorised payments.
• To sign, with the Chairman, payment orders or cheques, for withdrawing funds.
• To deposit monies received.
• Organise the monthly trial balance.
• To answer for all valuables in his care.

6.12 The Committee must propose to the Annual General Meeting in its Agenda the election of a President for the Annual General Meeting and a Secretary of the Meeting; a Chairman and a Vice-Chairman, a Secretary and a Treasurer for the Committee; and the three members of the Fiscal Council for the following year. Other elections for these posts and for the other three Committee members may be proposed from 1 st February up to two days before the notice of the Annual General Meeting is sent to members. Proposals should be made in writing by members with a right to vote. These names should be sent to members together with the notice of the meeting. If there is an insufficient number of candidates, the President may accept nominations at the meeting.

6.13 The Committee will have the power to co-opt members to fill temporary vacancies, or to carry out other specific roles. These nominations must be ratified at the following Annual General Meeting, should there be substituted members.

6.14 The mandates of the Committee Members are for one year and for co-opted members until the next Annual General Meeting. Resigning Committee Members can be re-elected.

6.15 To commit the Association, two signatures are required from members of the Committee, one of which should be the Chairman, or in his absence or incapacity, the Vice Chairman, or other Committee member to whom the Chairman has delegated these functions.

7.1 The Fiscal Council will be responsible for verifying that the Association is being administered in accordance with the law, the statutes and the regulations of the Association.    

7.2 The Fiscal Council will meet normally once every six months, or whenever convened by the President.

7.3 The Fiscal Council will consist of three members elected at the Annual General Meeting, two of whom will be members, but not members of the Committee and one a Chartered Accountant (Revisor Oficial de Contas).

7.4 The duties of the Fiscal Council are:

• To give their opinion on the report and the accounts of the Committee up to eight days before the Annual General Meeting, which will deliberate on these documents;
• To nominate, at the request of the Committee, one of their members to act as a consultant at the Committee meetings;
• To propose to the Committee Extraordinary Meetings to discuss selected subjects;
• To request the convention of an Extraordinary General Meeting;
• To exercise such other functions foreseen by these statutes, internal regulations and the law in general.

7.5 The members of the Fiscal Council are responsible for any irregularities committed by the Committee, of which they are aware, if they have not objected to them, or reported them to the Annual General Meeting.

7.6 The duties of the President are to convene and to preside at meetings of the Council.

7.7 The duties of the Vice-President are to draught the opinions of the Council and to represent the President in case of his incapacity.

7.8 The duties of the Secretary are to keep the minutes of the meetings of the Council and to represent the President in case of his incapacity.

7.9 The mandates of the members of the Fiscal Council are for one year. Retiring members can be re-elected.

8.1 The General Meeting is the sovereign body of the Association and is composed of all members meeting together when duly convened.

8.2 The mandates of members of the General Meeting are for one year.

8.3 The board of the General Meeting consists of a President and a Secretary.

8.4 The duties of the board of the Annual General Meeting are to direct and control the work of the meeting, to represent it especially:

• To decide on protests and claims relating to electoral acts, without prejudice to recourse to common law.
• Confer power to the elected bodies through the President.

8.5 The duties of the President of the Meeting are:

• Convene the Meetings at the times and under the legal conditions;
• Declare the sessions open and closed;
• Conduct the discussions and maintain overall control of the meeting;
• Confer power to members elected or nominated to a Committee or Sub-Committee;
• Authenticate all the official books of the Association.

8.6 The duties of the Secretary are to assist the President in every respect, especially:

• To take the minutes of the meetings and record the votes;
• To write up the Minute Book and keep them most carefully, including a record of attendance, noting particularly the times of the opening and closing of the meeting.       

8.7 The minutes of the General Meetings are only valid after they have been signed by the President.         

8.8 If the President does not call an Annual General Meeting at the times that he should, it is legal for the Committee to do so.

8.9 The General Meetings are either Ordinary or Extra-ordinary. 

9.1 The General Meeting will convene annually during the 3 months following the end of the Association’s financial year, which will be on 30th September of each year.   The convention of the Meeting shall be sent to all members at least 21 days beforehand and will contain the Report of the Chairman of the Committee on matters of general interest, a Report on the financial situation of the Association, the Report of the Fiscal Council, a proposal for the cost of entrance fees and subscriptions for the coming year, nominations for the Committee and Fiscal Council, details of any proposal of subjects for decision as well as the Agenda, day, time and place of the Meeting.

9.2 The General Meeting will convene annually during the three months following the end of the Association’s financial year, which will be on thirtieth of June of each year. The convocation of the meeting will be sent to all members with at least twenty one days notice and will contain the report of the Chairman on matters of general interest, a report on the financial situation of the Association, the report of the Fiscal Council, a proposal for the level of entrance fees and subscriptions for the coming year, nominations for the Committee and Fiscal Council, details of any deliberations to be proposed, as well as the agenda, day, time and place.

9.2 The Annual General Meeting cannot deliberate in the first instance without the presence, proxy or postal vote of half the members. If this quorum does not exist, the Annual General Meeting will convene half an hour later and those members present will constitute a quorum. This condition will be stated in the convocation.

9.3 The order of work of the Annual General Meeting will be as follows:

• Approve the minutes of the previous Annual General Meeting and any Extra-ordinary General Meetings since then;
• Approve the Chairman’s report;
• Approve or reject the nominations to the Committee and Fiscal Council;
• Approve the report of the Fiscal Council;
• Approve the accounts of the financial year ending on 30th September, including the balance sheet and a statement of creditors and debtors which have been professionally audited and circulated with the notice convening the Meeting. 
• Approve the level of entrance fees and subscriptions for the following year;
• Elect officials for the Committee and the Fiscal Council;
• Discuss other items on the Agenda, which were submitted in writing to the Direction at least two days before the date on which the convening notice was to be sent to members;
• Discuss any alteration to the statutes;
• Discuss any omissions to these statutes;
• Carry out any other duties covered by these statutes, the internal regulations or the Law in general.

9.4 Only those subjects referred to in Article 9.3 may be discussed at the Annual General Meeting.

9.5 Members may vote on any resolution proposed at any Extraordinary General Meeting by proxy provided the Secretary is notified at least three days beforehand. Each member present may represent more than one other member.

9.6 Members may vote on any item at the Annual General Meeting by post, provided these votes were received by the Secretary at least three days in advance.

9.7 All decisions at the Annual General Meeting must be approved by an absolute majority of those present, represented or voting by post, except for alterations to the statutes, which require a favourable vote of three quarters of members present. The President of the Meeting has a casting vote.

9.8 A member will lose his right to vote if his subscription has not been paid for the period to which the General Meeting refers. 

10.1 An Extra-ordinary General Meeting may be convened by the Committee, if it wishes, or on a written request, signed by at least ten percent of the members.

10.2 Notice of the meeting will be sent to all members at least twenty one days in advance with the agenda and details of the date, hour and place. The agenda will mention all the subjects to be discussed.

10.3 The General Meeting cannot deliberate in the first instance without the presence, proxy or postal vote of half the members. If this quorum does not exist, the General Meeting will convene half an hour later and those members present will constitute a quorum. In addition at least three quarters of the members who called the meeting must be present in person for the Extra-ordinary Meeting to be able to deliberate. Both the meetings will be convened in the same notice.

10.4 Members may vote on any item at the General Meeting by proxy provided the Secretary has at least three days warning. Each member present may only represent one other member,

10.5 Members may vote on any item at the General Meeting by post, provided these votes were received by the Secretary at least three days in advance.

10.6 All resolutions approved at Extraordinary General Meeting shall be approved by a simple majority of those present or represented, with exception of alterations to the Statutes, which require the favourable vote of three quarters of those members present and represented. The President of the Meeting has a casting vote.

10.7 A member will lose his right to vote if his subscription has not been paid for the period to which the General Meeting refers.

11.1 Entrance fees and subscriptions will be fixed at the Annual General Meeting.

11.2 Annual subscriptions are due by first of November each year.     

11.3 On the first of January the Secretary will notify all members who have not paid their subscriptions, that if they are not paid by thirty first January, they will lose their membership. The Committee may choose not to apply this rule at their discretion.

Members must notify the Secretary of any change of address. Any notification sent to this address will be considered as duly delivered.

The Secretary will maintain a list of the members of the Association, of the Committee and of the Fiscal Council and of any submissions and will ensure that these lists are available within the Association.

A copy of these statutes will be given to each new member and will be available within the Association.

The Association can only be dissolved by a decision voted on at a meeting of an Extra-ordinary General Meeting, convened for this purpose. All members have the right to vote on this motion, which requires a majority of three quarters of all the members of the Association to be approved.

If the decision is to dissolve and liquidate the Association, the Extra-ordinary General Meeting will nominate independent liquidators, who can dispose of the goods of the Association, passing the proceeds to one or more institutions, named after discussion by the Extra-ordinary General Meeting. This motion will require a majority of two thirds of the members present, or voting by proxy or post.