An Association under the auspices of the Cyprus Chamber of Commerce and Industry is established with the name "CYPRUS-SPAIN BUSINESS ASSOCIATION" hereinafter referred to as the "Association".
a. The Association will operate in close co-operation with the Cyprus Chamber of Commerce and Industry.
b. The Offices of the Association are in Nicosia at the offices of the Cyprus Chamber of Commerce and Industry.
The aims of the Association are:
a. To promote, expand and encourage economic and trade relations between the Republic of Cyprus (hereinafter referred to as "Cyprus") and Spain.
b. To propose to the Governments of the two Countries, ways and means through which trade and economic relations can be further improved.
c. To organise meetings with officials of the two Countries with a view to safeguarding the smooth operation and flow of trade between the two Countries.
d. To create and maintain on a regular basis communication between the business communities of the two Countries.
e. To develop various ways for enhancing cooperation between Spanish and Cypriot businessmen.
f. To investigate and present to the Spanish market the dynamic aspects of the Cyprus economy, with emphasis on the opportunities for International and Spanish companies to trade not only with Cyprus but also via Cyprus to the Middle East, North Africa, Eastern Europe and the European Union Countries.
g. To organise events for the implementation of the above.
a. Members of the Association can be Individuals or Private Law Companies and/or other legal entities of Cyprus origin that have notable and distinguished contribution to the Cypriot and/or Spanish Business Community. Applications for membership need to be approved by the Board of Directors. The Board of Directors has the authority to consider applications of non Cypriots as well.
a. Each and every member of the Association can terminate the membership whenever so decides by submitting a letter of termination.
b. The Board of the Association can expel any member whose conduct is not in accordance with the aims of the Association.
a. The amount of the subscription is determined every year by the Board of Directors.
b. The Board can levy a "special fee" for particular purposes such as trade studies, trade missions, etc.
IV. ADMINISTRATION AND REPRESENTATION
a. The Association is governed by the Board of Directors which is composed by at least 9(nine) but not more than 18(eighteen) members, including the President of the Board. The Board is elected by the General Assembly for a term of two years. In addition to the elected Board Members, H.E. the Ambassador of Spain in Cyprus is an ex officio Member of the Board.
The Economic & Commercial Officer of the Spanish Embassy in Cyprus and/or the Consul General of Spain in Cyprus have the right to attend the meetings of the Board of Directors.
b. The members of the Board of Directors elect between themselves the President, the Vice-President, and the Honorary Treasurer. An officer from the Cyprus Chamber of Commerce and Industry assumes the duties of the Secretary Executive of the Association.
c. Persons resigning from the Board of Directors, are replaced per the Board's decision. If the number of the resigned Directors exceeds half the number of the Board Members, a General Assembly is called for the purpose of electing a new Board.
d. Member absent, without sufficient excuse from three (3) board meetings loses his/her seat in the Board.
The President of the Board of Directors coordinates the Association's activities, presides over the meetings of the Board and the General Assembly and executes their decisions. In the event of his absence, the President is substituted by the Vice-President. The Treasurer is responsible for keeping in good order the Accounts Payable and Receivable by the Association. The President of the Association cannot be the same person for more than two consecutive terms, but can be re-elected as President of the Association following a term of idleness.
The Board of Directors meets regularly once every two (2) months or whenever it is asked to do so by the President or at least by one third (1/3) of the members of the Board. A meeting of the Board is valid when a least 50 percent plus 1 of its elected members are present and decisions are taken on a majority basis. In case of vote equality, the President will have the casting vote. The votes of members who are present and who either abstain or cast a blank vote, will not be taken into account for the purpose of deciding whether there is a majority or not provided that the decisive votes are not less than half of the present members.
V. GENERAL ASSEMBLY
a. The General Assembly is the supreme executive and regulatory body of the Association.
b. The General Assembly comprises all the members of the Association who have settled their annual subscription and all other financial obligations to the Association.
c. The General Assembly takes place once a year or whenever is called by the Board of Directors or at least by one third of the members of the Association.
d. An annual or an Extraordinary General Assembly takes place upon an at least a fifteen (15) day notice to all the Members and if at least 25% of the Members of the Association who have settled their financial obligations to the Association are present. Otherwise the General Assembly is adjourned as ordered by the President of the General Assembly, but for no more than a week’s time at the same place, in which case regardless of the number of present members the General Assembly can take place.
e. Any member present at a General Assembly can act as proxy for maximum three absent members. The proxies, duly signed by the absent members, must be deposited at the offices of the Association at least 24 hrs prior to the commencement of the Assembly.
a. The General Assembly deals with all the issues that are included in the agenda
as well as with any other issues proposed by a member and supported by at least one fourth of the participating members. The votes of members who are present and who either abstain or cast a blank vote, will not be taken into account for the purpose of deciding whether there is majority or not provided that the decisive votes are not less than half of the present members.
b. All the decisions at a General Assembly are taken by majority of the present and voting Members. In case of vote equality, the President will have the casting vote.
VI. AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Articles of Association can only be amended by the General Assembly at which 50% + 1 of the Members of the Association participate. If such participation is not secured, a second General Assembly takes place one week later, at which 40% + 1 of the Members of the Association participate. Majority of votes also applies in this case.
VII. DISSOLUTION OF THE ASSOCIATION
The Association is dissolved if a General Assembly so decides. The same notice, quorum and provisions as required for the purposes of Article 12, will also be required for the purpose of this General Assembly.