CHAPTER ONE
NAME AND PURPOSE
Article 1
The Portuguese Council of the European Movement is hereby established for an indefinite period.
Article 2
This Association represents the Portuguese development centre of the European Movement, an international association based in Brussels, and aims to promote the study and implementation of conditions conducive to the pursuit of European integration, through the political, economic and cultural rapprochement and unity of its member states.
Article 3
The Council’s headquarters are at the Jean Monnet Centre, situated at Largo Jean’ Monnet No. 1 – 1 Oº, 1269-068 Lisbon, and may be transferred to any other location within the national territory by resolution of the Governing Board.
Article 4
Regional branches may be established as part of the normal course of the Portuguese Council’s activities.
Article 5
To achieve its aims, the Council proposes, in particular, to:
a) To cooperate in the work of the European Movement, publicising its aims, programmes, resolutions and recommendations;
b) To promote collaboration, in its activities, between political, economic, cultural and social forces, as well as all individuals with an interest in the European Movement;
c) To organise contacts and exchanges of ideas and experiences, to promote and take part in conferences, symposia, congresses and other similar activities;
d) To promote the carrying out of studies and the publication of works on topics relating to European integration.
CHAPTER TWO
MEMBERS
Article 6
The Portuguese Council of the European Movement consists of an unlimited number of members, divided into the following categories: full members and honorary members.
§ 1 – Full members are natural or legal persons admitted to participate regularly in the activities of the European Movement.
§ 2 – Honorary members shall be individuals or organisations of recognised merit and competence, notably for their commitment to European integration, who are thus deemed worthy of such designation.
Article 7
The admission of full members is the responsibility of the Executive Board, following a proposal signed by the candidate and two full members.
Article 8
Honorary members shall be appointed by the Superior Council, upon a proposal from the Executive Council.
Article 9
Members shall have the following rights:
a) To attend and participate in meetings and sessions organised by the Portuguese Council;
b) To submit suggestions and proposals to the Executive Board;
c) To use the information and documentation services under the conditions set out in the relevant regulations;
d) To receive a copy of the Portuguese Council’s regular publications.
Article 10
Full members shall also be entitled to:
a) Be elected to positions within the Association;
b) Vote at General Meetings.
Article 11
The duties of full members are:
a) To contribute to the pursuit of the Portuguese Council’s objectives and to uphold its reputation;
b) To serve in the positions to which they are elected;
c) To pay the membership fee set by the Executive Committee.
Article 12
Any delay in the payment of membership fees for a period exceeding one year shall result in the suspension of all membership rights.
Sole paragraph – Notwithstanding the provisions of this Article, the Executive Committee may, upon a duly justified request from a member, authorise the suspension of the collection of membership fees.
Article 13
A member may resign from the Portuguese Council at any time by writing to the Executive Board.
Article 14
The following shall be excluded from the Council:
a) Members who, without justifiable reason, are in arrears with their membership fees for a period exceeding three years;
b) Members who, through their conduct, intentionally bring the Portuguese Council into disrepute or cause it harm.
§ 1 – It is the responsibility of the Executive Council to initiate the expulsion of members on the grounds set out in subparagraph (a) of this article, whilst the Superior Council shall rule, upon a reasoned proposal from the Executive Council—which must hear the member or members concerned—on expulsion under the terms of subparagraph b).
§ 2 – A member who has been expelled under the terms of the final part of the preceding paragraph may appeal to the General Assembly, which shall decide on this matter by secret ballot.
CHAPTER THREE
GOVERNING BODIES OF THE COUNCIL
Section One
List
Article 15
The bodies of the Portuguese Council of the European Movement are as follows:
a) General Assembly;
b) Superior Council;
c) Executive Council;
d) Audit Committee.
Section Two
GENERAL MEETING
Article 16
The General Assembly shall consist of all members in full possession of their rights.
Article 17
The Presiding Committee of the General Assembly shall consist of a Chair, two Vice-Presidents and two Secretaries, elected for a term of three years from amongst the full members.
§ Sole paragraph – Any vacancies that arise shall be filled by members chosen at a joint meeting of the remaining members and the Governing Council, with those chosen holding office until the end of the current three-year term.
Article 18
It is the responsibility of the Chair to direct proceedings, open and close the session, as well as to suspendit, to grant and withhold the floor, and to cast the deciding vote in the event of a tie.
Article 19
It is the duty of the Vice-Presidents to assist the President and to act as his substitute in the event of his absence or incapacity.
Article 20
It is the duty of the Secretaries to assist the Chair and to draw up the minutes of the meeting.
Article 21
The General Assembly shall hold an ordinary meeting once a year and extraordinary meetings whenever the Bureau, the Superior Council, the Executive Board or the Audit Committee deem it necessary, or when at least one quarter of the full members request it, in writing, from the Chair of the relevant Bureau, explaining the reasons for and the purpose of the proposed meeting.
Sole paragraph – The General Assembly, when not convened on the initiative of its Chair or at the request of the Superior Council, the Executive Board or the Audit Committee, may only sit in extraordinary session if two-thirds of the members making the request are present.
Article 22
Notices convening General Assembly meetings shall be issued by the Executive Board by post, setting out the agenda.
§ Sole paragraph – Notices shall be sent at least eight days in advance.
Article 23
Except in the cases provided for in these Articles of Association, the General Assembly shall be quorate provided that at least half of the ‘full’ members are present at the headquarters of the
Portuguese Council on the specified date and time; these members may be represented by onlymembers of the same category, by means of a letter addressed to the Chair of the Bureau, which may be delivered on the day of the meeting itself.
Sole paragraph – If the General Assembly is unable to convene due to a lack of quorum, it shall validly convene one hour later, with any number of full members.
Article 24
Resolutions of the General Meeting shall be adopted by an absolute majority, except in the cases provided for in the Articles of Association.
Sole paragraph – Full members shall have the right to vote at General Meetings; members of other categories may attend the proceedings and take part in discussions.
Article 25
The General Assembly shall:
a) To elect, by secret ballot, the members of its presiding committee, of the Superior Council, the Executive Council, the Audit Committee and any special committees it may decide to establish,
b) To consider and vote annually on the Executive Council’s report on the Council’s situation and activities, the accounts for the previous financial year and the opinion of the Audit Committee;
c) Toiscuss and vote, by secret ballot, on proposals to expel members, in accordance with paragraph 2 of Article 14;
d) To deliberate on all matters affecting the Council’s activities and reputation;
e) To deliberate on amendments to the Articles of Association;
f) To deliberate on the dissolution of the Council.
Article 26
Minutes shall be drawn up of the General Assembly’s meetingsshall be drawn up, which shall be signed by the Chair and the Secretaries and approved at the following meeting.
Section Three
SUPREME COUNCIL
Article 27
The Governing Council shall consist of a President, five Vice-Presidents and members elected for a term of three years by the General Assembly from amongst the full members, numbering no fewer than twenty.
§1 – The Superior Council shall also comprise the Chairpersons of the General Assembly and the Audit Committee, as well as the members of the Executive Board
§2 – The composition of the Superior Council shall take into account the inclusion of members of political parties represented in parliament who are advocates of the principles of the European Movement
§ 3 – The Chair of the Superior Council shall be replaced, in the event of absence or incapacity, by one of the Vice-Chairs in accordance with the Council’s rules of procedure.
Article 28
The Superior Council shall:
a) To guide the work of the Portuguese Council, within the broad guidelines set by the General Assembly;
b) To decide on the establishment of regional branches;
c) To fill, by the next meeting of the General Assembly, any vacancies that arise on the Executive Board or the Audit Committee;
d) To decide on the admission of honorary members, in accordance with Article 8;
e) To expel members for serious and well-founded, in accordance with Article 14;
f) To give its opinion on any matters on which the Executive Board deems it necessary to consult it.
g) To ensure, through its Chair, external representation jointly with the Chair of the Executive Board.
Article 29
The Governing Council shall meet in ordinary session twice a year and in extraordinary session whenever convened by its Chair, either on their own initiative or at the request of at least one third of its members, or at the request of the Executive Board.
§1 – Decisions of the Governing Council shall be taken by a majority of the votes of those present, with the Chair, or their deputy, having the casting vote in the event of a tie.
Section Four
EXECUTIVE BOARD
Article 30
The Executive Committee shall consist of a President, four Vice-Presidents and four members, elected for a term of three years by the General Assembly from amongst the full members.
Article 31
The Executive Board is responsible for the day-to-day management of the Portuguese Council and for carrying out all acts necessary for this purpose.
Sole paragraph – The Executive Council is specifically responsible for the following:
a) Deciding on the admission of full members;
b) To propose to the Superior Council the admission of honorary members;
c) To decide on the suspension of membership rights and the expulsion of members in accordance with Articles 12 and 14;
d) To present to the General Assembly the annual report on the situation and activities of the Board and the accounts for the financial year;
e) Approve the regulations governing the Council’s services;
f) To establish and maintain a secretariat, as well as the services
g) To appoint and dismiss the Secretary-General and other staff, after consulting the Chair of the Governing Board.
Article 32
The Executive Board shall meet whenever necessary, being convened by the Chairperson on their own initiative or at the request of at least two of its members.
§ 1 – The Executive Board may not deliberate unless at least a majority of its members are present.
§ 2 – The President may invite the Secretary-General or other staff members of the Portuguese Council to attend meetings of the Executive Council.
Article 33
Decisions of the Executive Board shall be taken by an absolute majority of the votes of the members present, with the President having the casting vote in the event of a tie.
Article 34
The President shall, in particular, be responsible for:
a) To represent the Portuguese Council in its dealings with official bodies and in other external matters, in accordance with these Articles of Association;
b) To oversee all the Council’s activities and its financial management;
c) To convene meetings of the Executive Board;
d) To sign, together with the person responsible for the secretariat of the Executive Board meetings, the respective minutes, once they have been approved.
Article 35
It is the responsibility of the Governing Board to allocate tasks amongst its members.
Article 36
The signatures of two members of the Executive Board are required:
a) For the granting of powers of representation of the Portuguese Council before any courts, notaries or public authorities;
b) For the signing of documents binding the Portuguese Council.
Sole paragraph – For routine administrative matters, the Executive Board may delegate the relevant powers to the Secretary-General.
Section Six
AUDIT COMMITTEE
Article 37
The Audit Committee shall consist of three standing members and two alternate members, elected for a term of three years by the General Meeting.
§ 1 – The members of the Audit Committee shall elect from amongst themselves a Chair, a Rapporteur and a Secretary.
§ 2 – The Audit Committee shall meet in ordinary session once a year and in extraordinary session whenever the Chair deems it appropriate.
Article 38
The Audit Committee shall be responsible for:
a) To examine, whenever it deems it appropriate, the Board’s accounts;
b) To request the convening of a General Meeting when a majority of its members deem it necessary;
c) To take note, through the relevant minutes, of the resolutions of the Executive Board and to attend its meetings when invited to do so;
d) To give an opinion on the Executive Board’s annual accounts and report;
e) To cooperate with the Executive Board in all matters relating to compliance with the Articles of Association and .
CHAPTER FOUR
FINANCES
Article 39
The expenses of the Portuguese Council shall be met by the following sources of income:
a) Membership fees and contributions;
b) Grants awarded to it;
c) Income from its own services and assets;
d) Any other revenue, donations or bequests accepted by the Portuguese Council.
CHAPTER FIVE
AMENDMENT OF THE STATUTES
Article 40
These Articles of Association may only be amended by a proposal from the Executive Board, approved by a two-thirds majority of its members, and by a resolution of the General Meeting specially convened for that purpose.
Article 41
In order to amend the Articles of Association, the General Meeting may only proceed on first call if at least half of the full members in good standing, or their representatives, are present, in accordance with the Articles of Association. On second call, the General Meeting may deliberate with any number of members present.
Article 42
Amendments to the Articles of Association require the favourable vote of at least three-quarters of the full members, whether present or represented at the General Meeting.
CHAPTER SIX
WINDING UP
Article 43
The Council may be dissolved upon a proposal by the Executive Board, approved by a two-thirds majority of its members, and by a resolution of the General Assembly specially convened for that purpose.
Article 44
The General Meeting, convened in accordance with the preceding article, may only proceed, on first call, with the presence of at least half plus one of the number of full members. At the second meeting, which must be convened with a minimum interval of fifteen days, the General Meeting may deliberate with any number of members present.
Article 45
The dissolution of the Council requires a favourable vote from at least three-quarters of all full members.
Article 46
In the event of dissolution, the General Assembly shall immediately appoint the liquidators and determine the allocation of the net assets, which shall be assigned to associations, organisations or services with similar aims and, in the absence of such, to any university institution.
CHAPTER SEVEN
FINAL PROVISIONS
Article 47
The Governing Council shall be responsible for drawing up and approving the internal regulations necessary for the implementation of these Statutes and for the functioning of the Council.
Article 48
In respect of any matters not provided for in these Articles of Association, Portuguese law on associations shall apply.
