BYLAWS OF THE PORTUGUESE LIXO MARINHO ASSOCIATION
Chapter 1 - Name, Headquarters, Nature, Object and Duration
Denomination, Jurisdiction and Headquarters
1. APLM - Associação Portuguesa do Lixo Marinho, abbreviated as APLM, is a private non-profit association that is constituted for an indefinite period.
2. The Association has national jurisdiction and its registered office is at the Department of Environmental Sciences and Engineering of the Faculty of Sciences and Technology of the Universidade Nova de Lisboa, Campus de Caparica, 2829-516, Caparica, and may be moved to any other location by indication of the Management and without prejudice to being able to create regional and/or local delegations, or other forms of representation, anywhere in the national territory or abroad.
APLM's object is the defense, conservation, and preservation of the environment in view of the impacts of waste on marine, coastal, estuarine and inland water ecosystems; the sensitization, awareness and co-responsibility of society for the values of sustainable consumption and citizenship, solidarity and environmental preservation. It also aims to carry out training activities, as well as the preparation, editing and dissemination of studies and other relevant publications in this area.
1. APLM has the following specific objectives:
The. Promotion and organization of awareness-raising actions on Marine Litter in Portugal;
B. Participation in regional, national and international projects in the areas of environmental education related to marine litter and sustainable development;
ç. Cooperation, collaboration and exchange with academic institutions, companies, associations, non-governmental organizations and other public or private, national or international bodies to promote solutions to environmental problems related to marine litter;
d. Dissemination of relevant technical and scientific information and knowledge, with the aim of contributing to public policies related to the topic of Marine Litter;
and. Promotion of intercultural actions that value international cooperation in the defense of the environment, such as: meetings, conferences, exhibitions, competitions and other events, as well as training, environmental education and volunteering actions within the scope of Lixo Marinho;
f. Provision of support services for the implementation and management of socio-environmental projects, specifically through scientific, technical and operational support within its attributions, when requested by public and private, national and international institutions, as well as by non-profit organizations;
g. Elaboration and promotion of training programs for teachers, educators and animators as well as programs to support leisure activities, holiday camps and tourism and nature;
H. Implementation of cooperation and education activities for development, at an international level, with the possibility of their execution in Portuguese-speaking countries, stimulating the exchange of knowledge, materials, and people;
i. Institution of awards and scholarships within the scope of APLM;
j. Centralization and availability of information appropriate to the Marine Litter theme, and dissemination of the results of the actions carried out;
k Promotion and edition of publications related to the theme “Marine Garbage”;
l. Provision of support necessary to defend the interests of its members, when they fall within the scope of APLM.
1. APLM - Associação Portuguesa do Lixo Marinho may join national and international organizations with identical or similar objectives.
Chapter II - Associates
1. The title of Associate is personal and non-transferable.
2. APLM consists of the following categories of associates:
The. Effective – these being natural or legal persons, or public or private, national or foreign companies. State bodies, autonomous bodies, local authorities or international, public or private bodies with an interest in the similar objectives of APLM can also be constituted as effective members.
B. Juveniles – these being minors aged up to 17 years, provided that they are authorized by their parents and/or guardians;
ç. Students – these being individuals who present proof of their academic status and who are under 25 years of age;
d. Fees – these being natural or legal persons who, due to their scientific, pedagogical, or sociocultural distinction; or for the relevant services provided to APLM, are admitted as such at the General Meeting, by reasoned proposal of the Board of Directors or a group of at least 20 (twenty) effective associates, being exempt from the payment of quota;
and. Meritorious - these being natural or legal persons who, for the financial or patrimonial donations bequeathed to APLM, are admitted as such in the General Assembly, by reasoned proposal of the Management or of a group of at least 15 (fifteen) effective members, being exempt from payment of quota.
f. Founding members - these being the natural or legal persons who were present at the act of incorporation of the association, and who may become members of any of the categories mentioned above
3. The rights and duties of associates, as well as the conditions for their admission, suspension, departure and exclusion will be established in internal regulations to be approved by the General Assembly.
4. Approval of proposals from associates depends on the Board. Associates representing a legal person cannot be part of any management position.
1. The exclusion of an associate is deliberated in the General Assembly on the proposal of the Board;
2. The departure or exclusion of an associate implies the loss of the right to the social patrimony as well as the contributions paid, without prejudice to his responsibility for all the benefits related to the time he was a member of the Association.
3. The category of Associate and respective rights are lost after approval by the General Meeting, and the terms relating to this matter are defined in the Internal Regulations.
Chapter III - Bodies, Competence and Functioning
The bodies of the Association are constituted: the General Assembly, the Board of Directors and the Supervisory Board.
1. The term of office of the officers of the governing bodies is 3 (three) years, with the possibility of re-election, in accordance with the terms of the elections described in the Electoral Regulations.
2. None of the positions are remunerated.
1. The General Assembly is made up of all effective members in full enjoyment of their social rights and is the supreme body of expression of the Association's will in matters that constitute its corporate purpose.
2. Each member is entitled to 1 (one) vote.
3. Collective entities will be represented by an element that will be entitled to 1 (one) vote.
4. The associates can be represented in the General Assembly by proxy of other effective members. No effective member may represent more than 5 (five) votes.
5. Juvenile, student, honorary and benefactor members may attend the General Assemblies but do not have the right to vote.
6. The board of the General Assembly will consist of a president and two secretaries, elected from among the effective members.
7. In the event of absence or impediment, the president will be replaced by one of the secretaries. In case none are present, the Assembly will elect the elements that will direct it.
Board of the General Meeting
1. It is incumbent upon the Board of the General Meeting to:
The. Convene the Assembly and direct its work;
B. Schedule the date of elections for the governing bodies, organize the respective process;
ç. Exercise the powers delegated to it by the General Meeting.
2. The chairman of the board of the Assembly may suspend the session for a period of up to 30 (thirty) minutes to organize the work, in order to allow its vote.
1. It is incumbent upon the General Meeting to make all resolutions not included in the attributions of the other governing bodies, namely:
The. Elect, re-elect, dismiss and designate substitutes for the governing bodies and board of the APLM Assembly;
B. Assess and vote on the Management Accounts Report and the Audit Committee's Opinion;
ç. Analyze the APLM Activity Report, and approve the Activity Plan and Budget for the following year;
d. Determining the amount of the contribution, as proposed by the Management;
and. Proceed with the dismissal of associates;
f. Review and approve amendments to these APLM Statutes and approve and/or amend the Internal Regulations;
g. Approve changes to the location of the headquarters, the creation of delegations or other forms of representation of APLM;
H. Authorize, by a majority of ¾ (three quarters) of the votes present or represented at the General Meeting, the Management's proposals on the acquisition, disposal or encumbrance of real estate assets, as well as the acceptance of donations, legacies, inheritances or other relevant gifts and decide on the disposition of APLM's assets;
i. Decide by favorable votes of ¾ (three quarters) of all associates, on the dissolution of APLM, and the procedures to be adopted, appoint the liquidation committee and determine the destination of the social assets;
j. Decide on the admission of honorary and meritorious associates and proceed with the dismissal of associates, members of the Board of Directors or members of the Supervisory Board;
k Consider proposals for association, incorporation or merger with other entities of the same nature.
The General Assembly will meet:
1. Ordinarily, once a year during the first quarter, for consideration of the Accounts Report and the Activities Report, as well as the Activities Plan and respective Budget, and every 3 (three) years, to elect the governing bodies;
2. Extraordinarily, whenever convened by the Board of Directors, by the Board of the General Assembly or by a duly substantiated request of at least 20% (twenty percent) of the associates with the right to vote, in full enjoyment of their rights.
1. The General Assembly will be convened by electronic mail (e-mail), to all associates, in addition to the notices posted on the APLM website, at least 30 (thirty) days before the date set for the meeting, if ordinary; and 10 (ten) business days, if extraordinary, except in the case of dissolution or liquidation of APLM, suspension or exclusion of members and amendments to these Bylaws, which must also be called 30 (thirty) days in advance.
2. The convening notice must include the day, time and place of the meeting and the respective agenda.
1. The subjects defined in the Agenda will be discussed at the Ordinary General Meeting, and matters other than those provided for may be discussed at the discretion of the Board of the Meeting.
2. The Extraordinary General Meeting shall exclusively resolve on the matters expressed in its call notice.
3. The General Assembly will work on first call with the presence of the majority of effective members and on second call after 30 minutes, whatever the number of members present.
4. Except in special cases determined by law or these Statutes, resolutions are taken by a simple majority of votes of the members present or representatives, in full enjoyment of their social rights.
5. Voting will be nominal or symbolic, and the General Meeting may opt for a secret vote.
6. What happens during the General Meeting must be recorded in digital and printed minutes.
7. The presence of members will be verified by the signatures on the attendance list.
Management and Supervisory Board
1. The Board of Directors of APLM, the administrative body of the activity and of social representation, is elected by the General Meeting, and will be composed of 5 (five) effective members.
2. The positions of the Board of Directors will be: president, with casting vote, vice-president, secretary-general and two members, one of these being the treasurer.
3. To integrate Management positions, associates must belong to the association for a period of not less than 1 (one) year and be in full enjoyment of their rights.
1. It is incumbent upon the Board to:
The. Represent the Association;
B. Comply with and enforce the provisions of these Statutes and the Regulations approved by the General Assembly;
ç. Draft the Internal Regulations and the Electoral Regulations as well as propose their amendment;
d. Prepare the Accounts Report for the year ended, prepare the Annual Activity Report and the Activities and Budget Plan for the following year and propose their approval to the General Assembly;
and. Organize and coordinate all APLM activities, in order to pursue the object referred to in the Statutes and fulfill the other purposes of the Association;
f. Administer APLM's finances and accounting as well as assets and funds entrusted to them;
g. Propose to the General Assembly the creation of delegations, centers or other regional or international forms of representation of APLM and appoint those responsible;
H. Propose to the General Meeting the annual value of the subscription, as well as changes to that amount;
i. Forward to the General Meeting financing proposals aimed at increasing equity or balance of unavoidable charges, as well as the communication of APLM's insolvency, its dissolution or liquidation;
j. Create and extinguish APLM's technical committees and working groups;
k Admit effective members, propose honorary and meritorious members, as well as proceed with their dismissal;
l. Opinion in advance about contracts and partnerships in the process of being concluded;
m. Propose changes to APLM's administrative structure.
2. In the event that there is any minority in the number of members of the Board, an Extraordinary General Assembly will be convened by the Board to integrate other associated members in full enjoyment of their rights, with functions until the end of the mandate;
3. The termination of the mandate of executive positions will occur by annulment of the mandate, impediment or by express or tacit resignation, in the latter case being considered the unjustified absence from 2 (two) successive ordinary meetings.
1. The Board meets at least 1 (one) time every four months, whenever it is convened by its president, or by written request of 1/3 (one third) of its members and can only deliberate with the presence of an absolute majority of yours
2. The Board meetings will be convened by electronic mail (email), and the notices will be posted on the APLM website at least 15 (fifteen) days in advance;
3. Board meetings may be in person or via teleconference, with their content being recorded in digital and printed minutes, approved and signed, within 30 (thirty) days;
4. Decisions are taken by an absolute majority of the votes of the holders present.
5. By reasoned proposal of its members, members of other bodies and/or invited experts or external consultants, without the right to vote, may be invited to participate in Board meetings.
Representation and form of obligation
1. APLM is represented in and out of court by the chairman of the Board, or in his absence or impediment by any other member of the Board.
2. The Board may appoint representatives.
3. To oblige the APLM, the signatures of two of the members of the Board are required, one of which must be that of the president.
4. In the case of mere business, the signature of any member of the Board is sufficient.
1. The Audit Committee will be composed of 3 (three) members, a president, a secretary and a rapporteur, elected from among the effective members in full enjoyment of their rights.
2. The Audit Committee's meetings ordinarily take place once a semester, and extraordinarily, whenever necessary, and resolutions are carried out with the presence of at least 2 (two) of its members.
3. The Supervisory Board will be responsible for supervising APLM, and for issuing opinions on economic management at the General Assembly, as well as rendering accounts and presenting APLM's Budget proposals.
4. The Supervisory Board will have free access to all accounting and social books and documents necessary for its action to verify the applicability of APLM's resources.
Chapter IV - Social Heritage
Constitution of Social Heritage
1. The social heritage will be formed by:
The. Annual membership fees and contributions from effective members;
B. Subsidies, donations, wills, legacies and donations and any liberalities attributed to them;
ç. Movable and/or immovable property;
d. Income from own services and goods;
and. Rights and intellectual property of products and/or services;
f. All other forms of income permitted by law and internal regulations.
APLM may allocate resources to the creation of a Reserve Fund, subject to the express approval of the General Meeting, to be used in exceptional situations or in order to meet budgetary unforeseen circumstances. This will be kept in a specific account, and may consist of banking products without risk of capital loss, with priority being given to their solidity and safety.
Reserve Fund Resources
The Reserve Fund will consist of the following revenues:
The. Obtained without specific binding;
B. Obtained with a determined link, as long as their destination is foreseen in projects;
ç. Obtained especially for this purpose;
d. Resulting from the fund itself.
Chapter V- General and transitional provisions
Extinction, dissolution and Bylaws
1. APLM can only be extinguished or dissolved in the cases provided for by law or in an express resolution by ¾ (three quarters) of its associates in full exercise of their rights, in an Extraordinary General Meeting, convened for the due purpose, after verifying the impossibility to continue their duties.
2. In the event of dissolution or extinction of the entity, the General Assembly will appoint a liquidator from among the members of the Board of Directors who will proceed with the liquidation of the social assets.
3. The Association's net assets will be allocated to one or more associations that pursue similar objectives.
4. Proposals for alteration or reformulation of the Statutes must be presented to the associates with the necessary advance for analysis and elaboration of proposals before the vote of the Extraordinary General Assembly.
5. All Bylaws changes will be communicated to all associates.
6. The present Statutes will come into force on the date of registration at the notary office.
The Association's Internal Regulations will be approved by the General Assembly.