By Laws
TITLE 1
NAME, AIMS, HEADQUARTERS AND FIELD OF ACTIVITY
Article 1
The International Association of Fuzzy Management and Economy (SIGEF) regulates its activities in accordance with the Law 4/2008, of 24th April, third book of the civil law code of Catalonia, regarding legal persons; organic law 1/2002, of 22nd March, which rules the association rights, and their estatutes.
This Association is created in order to bring together all those people interested in techniques related to the treatment of uncertainty, applied economics and business.
Article 2
The objectives of the Association are exclusively of civic nature, aiming at joining common interests to promote new scientific knowledge, and its application in public benefit.
In order to reach such objectives, the Association will pursue these goals:
a) Encourage the development and application of techniques for the treatment of uncertainty to business and economics.
b) Promote continuous learning at postgraduate level, by organizing courses, meetings, conferences, etc., suitable for such goals.
c) Collaborate with other associations with similar objectives, especially scientific associations.
d) Ensure that the techniques derived from the Fuzzy Subset theory and its multiple variants are included in courses on Business Management and Organization, Financing, Marketing etc.
e) Encourage mutual understanding between the University and the business world.
f) Cooperate with media in order to spread the objectives of the Association.
g) Promote the innovations and achievements of its members.
h) Any other goals agreed by the General Assembly, provided it does not contradict the objectives of the Association.
It is excluded any lucrative activity.
The association will unrestrictedly undertake the following activities:
1) Organize conferences, discussions and other activities which encourage the members to discuss their ideas and work
2) Promote the organization of courses, preferably focused on postgraduates and professionals in economics and business, dealing with the use of techniques for the treatment of uncertainty.
3) Promote, by means of single or periodic publications, the works of its associates, and other people that deserve special interest.
4) Create distinctions that allow to stimulate and prize relevant works in the field of business and economics. Distinctions and prizes can be directed to people with a highlighted trajectory in the development of techniques for the treatment of uncertainty in economics and business.
5) Gather, select, and distribute publications on the aforementioned topics.
6) Any other activity agreed by the General Assembly.
Article 3
The address of the Association is in Reus, Faculty of Business and Economics, Universitat Rovira i Virgili, Av. De la Universitat 1; 43204 Reus, Spain.
The work of this association is mainly exercised in Catalonia.
TITLE 2
MEMBERS
Article 4
The Association will be made up of all those who so request and who comply with all the requisites which are stated in these statutes.
Article 5
There are three types of members
1. Honorary members
2. Numerary member
3. Non-Numerary member.
Honorary members will be those people who, because of their importance in the field related to the aims of the Association, are so considered by the General Assembly at the proposal of the Governing Body.
Numerary members of the Association must be people, that at the time of application, be a faculty member of a University or other higher education institution or a recognized scientific council.
Non-Numerary members are those people who are interested in the aims of the Association, and do not fulfill the requirements for numerary member.
Article 6
To be accepted as a numerary or non-numerary member of the Association, the applicant must fill an application form, and should get the approval by the Governing.
Article 7
All members of the Association will have the right:
a) Attend, participate in the deliberations, and vote in the General Assembly.
b) Elect or being elected in the different representation offices.
c) Exercise the representation conferred in each particular case.
d) Participate in the govern and management, the services and activities of the association, in agreement with general and statutory rules.
e) Present to the Assembly and the Government Council any situation that can contribute to the association.
f) Ask and obtain answers on the management of the Government Council.
g) Being heard previous to the adoption of disciplinary measures.
h) Receive information on the activities of the association.
i) Use the services that the association establishes.
j) Be part of work groups.
k) Have one copy of the statutes.
l) Consult the association’s books.
m) Get access to the publications edited by the association, in the conditions stablished by the Association.
n) Attend congresses, meetings and activities organized by the Association, according to their rules.
o) Participate, by means of communications, posters, etc., in such congresses, meetings, and activities, according to their rules.
p) Consult and request information about those matters that are connected to the aims of the Association.
q) Exercise whatever rights the statutes and regulations of the Association recognize.
Article 8
Numerary members are the electors of and eligible for the posts in the Governing Council of the Association.
Article 9
Numerary members will participate in General Assemblies as voting members.
Honorary and non-numerary members may attend General Assemblies, but they do not have the right to vote.
Article 10
All members will be obliged to:
a) Comply with the statutes and regulations of the Association.
b) Respect the decisions and agreements validly taken by the organs of the Association.
c) Pay the fees decided upon by the General Assembly.
d) Collaborate in those activities organized by the Association and when required to do so by the Governing Body.
Article 11
The condition of member of the Association will be lost:
a) At the request of those concerned
b) If those concerned do not comply with the statutes or the agreements of the governing bodies of the Association.
c) For failing to pay the prescribed fees.
d) For discrediting the Association with deeds or words which seriously disturb the activities organized and normal coexistence among the members.
TITLE 3
DIRECTION
Article 12
The Association will be governed by a General Assembly as the guiding organ and by a Governing Council as the executive organ.
Article 13
The General Assembly is the supreme organ of the Association and will be constituted by all members. The General Assembly will be chaired by one of the co-presidents of the Governing Council, and the secretary of the General Assembly will be the Secretary of the Governing Council.
Article 14
The meetings of the General Assembly will be ordinary and extraordinary. The ordinary one will be held once a year; the extraordinary will be held when the Government Council agrees by majority or when it is proposed by 10% of the associates. In this last case, between the request for an extraordinary General Assembly and the assembly itself, there should be a time span of no more than 30 days.
Article 15
General Assemblies calls will be telematic, giving the place, date and time of the meeting, as well as the agenda. There should be at least 5 days between the assembly notice and the assembly itself.
Article 16
The General Assembly shall be legally constituted irrespective of the number of present or proxied members.
Decisions shall be taken on a simple majority votes of those numerary members present.
Article 17
The General Assembly can:
a) Lay down the guidelines for the activities of the Association.
b) Examine and judge the administration of the Governing Body.
c) Approve the annual accounts.
d) Reform the statutes.
e) Elect the posts of the Governing Council.
f) Create the necessary committees for the appropriate work of the Association.
g) Decide the dissolution of the Association.
h) Decide on ordinary or extraordinary fees.
i) Acquire and dispose of assets.
j) Agree on the entrance and exit in federations and confederations.
k) Deal with any other matters that the General Assembly may deem appropriate, and that shall be not attributed to the Governing Council.
TITLE IV
ON THE GOVERNING COUNCIL
Article 18
The Governing Body is the executive organ of the Association and represents it at all times. Its function is to put the decisions of the General Assembly into practice and it is authorized to decide on all matters that because of their nature or urgency cannot be brought before the General Assembly.
This organ is constituted by the President, the vice-president, the secretary, the treasurer and representative members, which shall be different persons.
The election of the offices of Governing Council, is done by the General Assembly, and its members shall be numerary members. These people enter in their respective offices, once they accept the function.
The naming and end of functions shall be communicated to the Registry of Associations by means of a certificate, signed by the exiting secretary, with the approval of the exiting president, and the approval of the new secretary and president.
The offices of the Government Council are carried out ad honorem.
Article 19
All the offices of the Government Council shall be renewed every five years, and actual members can be reelected, without limitation.
The end of an office term before the expiration of the legal term can be produced by:
a) Death or absence declaration.
b) Incapacity or inhabilitation.
c) Resignation, notifice to the Governing Council.
d) Dismissal, agreed by the General Assembly.
e) Any other cause established by the law or statutes.
Vacant offices in the Governing Council shall be covered in the following General Assembly. In the meantime, a member of the association can occupy the pro tempora such office.
Article 20
The Governing Council has the following powers:
a) Represent, direct, and manage the association in the broadest manner recognized by the Law; comply with the decisions taken by the General Assembly, in accordance with the rules, instructions and guidelines established by this Assembly.
b) Take agreements that are necessary in relation to the appearance before the public organisms and to exercise all kinds of legal actions and to interpose the pertinent resources.
c) Propose to the General Assembly the defense of the interests of the association.
d) Propose to the General Assembly the establishment of the fee that the members of the association must satisfy.
e) Convene the general assemblies and check that the agreements adopted are complied with.
f) Present the balance and the statement of accounts for each year to the General Assembly for approval, and prepare the budgets for the following year.
g) Hiring the employees that the association may have.
h) Inspect the accounting and care for the services to function normally.
i) Establish working groups to achieve the purposes of the association in the most efficient and effective way, and authorize the acts that they may carry out.
j) Appoint the members of the Governing Council that should be in charge of each working group, at the proposal of the same groups.
k) Carry out the necessary steps before public bodies, entities and other persons to achieve:
· Subsidies and other aid.
· Use of premises or buildings that can become a place of coexistence and communication and also a center for citizen recovery.
l) Open checking accounts and savings books in any credit or savings establishment and dispose of the funds in this deposit.
m) Temporarily resolve any case that the statutes have not foreseen and give an explanation at the following meeting of the General Assembly.
n) Any other faculty that is not specifically attributed to any other governing body of the association or that has been expressly delegated to it.
Article 21
The Governing Council, previously convened by the president or by the person who replaces it, shall meet in ordinary session with the periodicity that its members decide, which in no case must be less than once a year.
The Governing Council shall meet in extraordinary session when it is convened with this character by the President or if requested by one third of its members.
Article 22
The Governing Council is validly constituted if it has been convened in advance and there is a quorum of half plus one of its members.
The members of the Governing Council are obliged to attend all meetings convened, although, for justified reasons, they may be excused. The assistance of the president or secretary or of the persons who substitute them will always be necessary.
The Governing Board takes the agreements by simple majority of the votes of the attendees.
Article 23
1. The Governing Council may delegate some of its faculties to one or several committees or working groups if it counts, to do so, with the favorable vote of two thirds of its members.
2. It may also appoint, with the same quorum, one or a few agents to exercise the function that entrusts them with the powers that it deems appropriate to derive in each case.
3. The formulation of the accounts or the minutes that must be authorized or approved by the General Assembly are not delegable.
Article 24
The agreements of the Governing Board must be recorded in the minute book and must be signed by the secretary and the president. At the start of each meeting of the Governing Board, the previous session must be read to be approved or rectified, if applicable.
TITLE V
THE PRESIDENCY AND THE VICE-PRESIDENCY
Article 25
1. The following functions are those of the president:
a) Direct and legally represent the association, by delegation of the General Assembly and the Governing Council.
b) Chair and direct debates, both of the General Assembly and of the Governing Council.
c) Issue a deciding vote in case of a tie vote.
d) Establish the convening of the meetings of the General Assembly and the Governing Board.
e) Visa the minutes and certificates made by the secretary of the association.
f) The remaining attributions proper to the position and those for which they are delegated by the General Assembly or the Governing Board.
2. The president is replaced, in case of absence or illness, by the vice-president, if there is one, or the oldest member of the Council, in this order.
TITLE VI
THE TREASURY AND THE SECRETARY
Article 26
The treasurer's function is the custody and control of the association's resources, as well as the preparation of the budget, the balance and the settlement of accounts. Take a cash book. Sign receipts for fees and other treasury documents. Pay bills approved by the Governing Council, which must be previously approved by the president, and enter what is left over from deposits opened in credit or savings establishments.
Article 27
The secretary must safeguard the documentation of the association, draw up, write and sign the minutes of the meetings of the General Assembly and the Governing Board, write and authorize the certificates that need to be delivered, and also keep the membership book.
TITLE VII
COMMISSIONS AND WORKING GROUPS
Article 28
The creation and constitution of any commission or working group, must be proposed by the members of the association that want to constitute them, who must inform and explain the Governing Council the activities that are proposed to be carried out. The Association is constituted without any foundational equity.
The Governing Council must take care to analyze the different committees and working groups, whose managers must present a detailed report of their actions to the Governing Council once a month.
TITLE VIII
THE ECONOMIC REGIME
Article 29
The association is constituted without any foundational equity.
Article 30
The income of the Association is constituted by:
a) The ordinary and extraordinary fees of the members.
b) Grants from public or private organizations.
c) Donations that may be received.
d) The income provided by publications or other activities of the Association.
e) Income received for any other concept.
Article 31
All the members of the association have the obligation to sustain it economically, through ordinary or extraordinary fees, in the manner and in the proportion determined by the General Assembly at the proposal of the Governing Council.
Article 32
The fiscal year coincides with the calendar year and closes on December 31.
Article 33
In current accounts or savings accounts held in credit or savings establishments, the signatures of the president, treasurer and secretary shall be included.
To be able to dispose of the funds, two signatures are sufficient, one of which must be that of the treasurer or that of the president.
TITLE IX
THE DISCIPLINARY REGIME
Article 34
The Governing Council can sanction the infractions committed by the members.
These infractions can be classified as minor, serious and very serious, and the corresponding sanctions can range from a reprimand to the expulsion of the association, according to what is established the internal rules.
The sanction procedure is initiated ex officio or as a consequence of a complaint or communication. Within 10 days, the Governing Council appoints an instructor, who processes the disciplinary proceedings and proposes the resolution within 15 days, with a prior hearing of the alleged offender. The final resolution, which must be motivated and approved by two thirds of the members of the Governing Council, is adopted by this governing body also within a period of 15 days. In the cases of sanctions for very serious faults agreed by the Governing Council, the interested persons can request the ratification of the sanction by the first General Assembly that takes place.
TITLE X
ON THE AMENDMENT OF THE STATUTES AND THE DISSOLUTION OF THE ASSOCIATION
Article 35
The present statutes may be modified by agreement of the simple majority of the members present or proxied in the General Assembly, if they represent at least 50% of the members with voting rights. If this representation is not reached, a majority of two thirds of the present or proxied votes shall be required.
Article 36
In order to proceed with the dissolution of the Association, the agreement of the General Assembly will be required under the same conditions that are required for the modification of the bylaws. The General Assembly must be convened on extraordinary character and expressly for this purpose.
Article 37
Once the dissolution has been agreed upon, the Governing Council will proceed to the sale of the social assets in order to, with the proceeds, meet the obligations acquired by the Association, allocating the surplus, if any, for charitable or scientific purposes.
The Assembly is empowered to elect a liquidating commission whenever it considers it necessary.
The members of the association are exempt from personal responsibility. Their responsibility is limited to fulfilling the obligations that they themselves have contracted voluntarily.
The functions of liquidation and execution of the agreements that refer to the previous sections of this article, are competence of the Governing Council if the General Assembly does not confer this mission to a liquidating commission specially designated for this purpose.
These Bylaws have been modified and approved unanimously by the members present at the General Assembly held in Reus, Spain, on September 26, 2018.