EPITELIO as European Association for Telematic and Social Integration Statutes, Membership & Founders

How to be a member of EPITELIO - Network association?

Statutes of the “EPITELIO - NETWORK" Association

(Excluded People Integration by the use of Telematic Innovative Opportunities - Network )

Table of contents

Chapter 1 Name, aims and territorial coverage Article 1. Name Article 2. Emblem Article 3. Aims Article 4. Activities Article 5. Registered office Article 6. Territorial Coverage

Chapter 3 Members Article 20. Members Article 21. Members. Rights Article 22. Members . Duties Article 23. Members . Discipline Article 24. Members .Rights. Separation

Chapter 2 Managerial Bodies Article 7. Managerial Bodies Section 1 Managerial Corporate Bodies Article 8. Managerial Corporate Bodies Article 9. General Meeting. Components Article 10. General Meeting. Meetings Article 11. General Meeting. Powers Article 12. Board of Directors. Components Article 13. Board of Directors. Elections Article 14. Board of Directors. Powers Article 15. Board of Directors. Meetings Section 2 Individual Managing Bodies Article 16. President Article 17 Vice-president Article 18. Secretary Article 19. Treasurer

Chapter 4 Patrimony and Economic regime Article 25. Income Article 26. Patrimony Article 27. Annual budget Article 28. Administration, auditing and control Chapter 5 Article 29. Dissolution Chapter 6 Statutes Reform Article 30. Statutes Reform Final disposition

Chapter 1 Name, aims and territorial coverage

Article 1 . Name

According to Article 22 of the Spanish Constitution and to Act 191/1964, (24 December), the non-profit Association named “Asociación EPITELIO - Network” (Excluded People Integration by the use of Telematic Innovative Opportunities - Network) is constituted, (in Spanish: Red para Integración Social a través del uso de Oportunidades Innovadoras de la telemática) . It is from now on named EPITELIO - Network.

Article 2. Emblem

The Emblem of the Association is a blue square with the word “epitelio” in yellow, and within it, the word “network” also in yellow capital letters.

Article 3. Aims

The “EPITELIO - Network” Association has the aim of helping to and collaborating with political, social and cultural organisations as well as companies and the Public Administration , through its organisational support and technical advice, with programmes and projects for the development and promotion of telematic networks facilities against social exclusion at Spanish, European and International levels. It Has also got the following aims:

• To become a telematic observatory on the Fight against Social Exclusion, both at national and international level, which should collect, process and distribute to all areas, information related to this subject matter.
• To spread awareness among the local, autonomous, and state administrations, both public and private, as well as European Community and Latin American Institutions, in order to optimise the use of the available telematic resources linked to social integration, in Spain, Europe, and at international level so that they are harmoniously and integrally developed.
• To participate in European, Spanish, Latin American and transnational initiatives directly or indirectly related to social integration and to telematics as well as any other that may foster their diffusion and promotion.
• To facilitate the interchange of experiences and methodologies of intervention in the areas of Telematics and Social Integration.
• To promote and deepen into the knowledge of the social and economic consequences of technologic innovations in the process of constructing the Global Society of Information.
• To give advice to Organisations, such as Civic Networks and to potential and existing Teleworkers in Spain and Europe and internationally who might ask for different types of advice, particularly including the aspects related to training and networks creation.
• To develop and apply telematic, electronic commerce and teleworking solutions oriented to job creation and social integration.
• To promote experience interchange and the search of joint action lines with analogous organisations.
• To favour the possibilities of access to services and to the labour market among groups that have particular differences, such as the handicapped, the aged and women with heavy family duties.

Article 4. Activities

In order to comply with the aims mentioned in article 3, the Association will carry out the following activities:

• To organise, co-ordinate and develop social and cultural activities such as seminars, conferences, daily meetings, research and studies related to the problems of social cohesion and the use of information Technologies, Civic Networks and Telework in Spain, and at European and international level; and to publish any type of specialised, learning or information material in writing and audio-visual or electromagnetic support.
• To collaborate with similar institutions with the aim of generating the maximum possible synergy and avoid repeating efforts.
• To ask for and, should it be the case, to carry out, the development of any programmes or projects related with the promotion of social integration of the citizens, develop specifc efforts for promoting Civic Network and to the use of information technologies across Europe with a social cohesion orientation.
• To project, to prepare and to carry out any actions or activities necessary for achieving the adequate permanent training and updating of all groups directly or indirectly related to the promotion of social integration and the use of modern information and telecommunications technologies.
• To carry out any activities linked with, previous to or following them.
• To foster the creation of organisations, federations and work groups that gather the different entities and bodies of similar aims that may be acting within the Spanish territory or internationally.

Article 5. Registered office

The Association sets as its initial Registered office the site of INMARK Estudios y Estrategias S.A. at Calle Rafael Calvo, nº 9 , 28010 Madrid.

The Board of Directors, with the previous agreement of the General Meeting, will have the power to change the site and/or open others in Spain and other countries, communicating such changes to the corresponding Register.

Article 6. Territorial coverage

The Association , according to its aims, will develop its main activities within the Spanish State, and secondarily, in Europe and America.

Chapter 2 Managerial Bodies

Article 7. Managerial Bodies

The Managerial bodies of the Association are both corporate and individual. The management and administration of the Association will be performed , according to democratic and administrative efficiency principles, by the Board of Directors and the General Meeting.

Section One: Managerial Corporate Bodies

Article 8. Managerial Corporate Bodies

The Association will have the following managerial bodies:

• General Meeting.
• Board of Directors.

Article 9. General Meeting. Components

The General Meeting is made up of the whole of the associates, and is the highest managerial body of the Association.

Article 10. General Meeting. Meetings.

The General Meeting will have two ordinary annual meetings (at the end of each semester), and will perform extraordinary meetings called by the Board of Directors or by one fourth of its members.

Meetings are called by in writing, with a minimum notice of one week, and with the express indication of the agenda.

The General Meeting will be constituted when half its members are present. These will assist personally or will designate a representative, who will be sufficiently accredited.

Agreements will be made by simple majority. In case of dissolution of the Association and/or statutes amendment, quorum will be of 2/3 , and agreements will be made by absolute majority.

Article 11. General Meeting. Powers

The General Meeting has the following powers:

• To ratify the management of the Board of Directors.
• To examine and pass the statement of accounts.
• To pass the annual budget of the Association.
• To pass the Association’s Work Plan and its annual updating.
• To pass, modify or reject the proposals by the Board of Directors or the associates.
• To set the ordinary or extraordinary contributions by the associates.
• To dismiss associates, on proposal by the Board of Directors.
• To designate and cease the members of the Board of Directors.
• To modify the Statutes.
• To integrate or separate from federations or other associations.
• To ask for declaration of public utility.
• To make use of, to impose taxation upon or to dispose of the Association’s assets.
• To pass, if it were fit, the collaboration and aid projects proposed by the Board if Directors or by any of its associates.
• To agree on the dissolution of the Association.

Article 12. Board of Directors. Components

The board of Directors is a permanent body and is composed by eight members:

• President
• Vice-president
• Treasurer
• Secretary
• Member
• Member
• Member
• Member

Article 13. Board of Directors. Elections

The appointment as a member of the Board of Directors is free of charge and the members are elected by simple majority at the General Meeting for a mandate of four years.

All members of the Association may be candidates. When a vacant is produced , the General Meeting will elect from within its members the person who will fill in the vacant post with his /her agreement.

The first 10 (ten) members of the Association, from where the Authorities of the First board of Directors will emanate, will also be named founder members.

Article 14. Board of Directors. Powers

The powers of the Board or Directors are the following:

• To direct the activities according to the objectives contained in the Work Plan and the aims of the Association.
• To administer and manage the Association.
• To enact the agreements of the General Meeting.
• To elaborate and submit to approval of the General Meeting the Work Plan and its annual updating.
• To settle the admission of new associates.
• To propose the dismissal of associates.
• Any other power related to dispositions of these Statutes which is not expressly reserved by the General Meeting to itself.

Article 15. Board of Directors. Meetings

The Board of Directors has meetings when determined by the President or when proposed by three of its members. In any case, the Board of Directors will have at least four yearly meetings.

The Board of Directors will hold valid meetings when at least four of its members are present. The meetings will be called with a minimum of one week , and with express indication of the agenda.

Agreements by the Board of Directors will be adopted mainly by consensus, and if this were not to be so, by majority. In case of equal number of votes, the President’s vote will be of quality.

Section 2: Individual Managing Bodies

Article 16. President

The President of the Association will have the following functions:

• To exercise the legal representation of the Association
• To solve situations of transitory indebtment of the Association to the extent that it does not exceed the amount of his/her patrimony appraised at market prices.
• To call, preside and direct the proceedings of the Board of Directors and of the General Meeting.
• To countersign the agreements and enactment of the Association and the persons who are to enact them or proceed.
• To order the payments of the Association.

Article 17 Vice-president

The Vice-president will substitute the President in his/her functions when the post is vacant , when he/she is absent or ill.

Article 18. Secretary

The Secretary of the Association will carry out the following activities

• Administrative activities of the Association
• Keeping and updating files, books and documents of the Association.
• To dispatch, with the Agreement of the President, the necessary certifications of third parties in relationship with legally adopted agreements.

In case of absence or vacant post, the post of the Secretary will be exercised by the Treasurer.

Article 19. Treasurer

The Treasurer of the Association will keep the books and will prepare for study and approval by the Board of Directors the balance sheet and annual budget.

Chapter 3: Members

Article 20. Members

Any person of full age, in his/her own capacity, and who is interested in the development of the aims of the Association, may belong to it.

Article 21. Members. Rights

The rights of the members are:

• To impulse the achievement of the Aims of the Association.
• To participate in the association’s activities.
• To give opinion and express suggestions and complaints to the Association’s bodies.
• To elect and be eligible for election for the representative bodies of the Association.
• To be informed and to know the activities of the Association.
• To be informed on the economic and patrimonial situation of the Association.

Article 22. Members . Duties.

The members have the following duties:

• To comply with the present Statutes and the valid agreements.
• To satisfy the settled economic contributions.
• To assist to the General Meetings and other organised acts.
• To collaborate in the activities and in the achievement of the Association’s aims.
• To contribute with his/her behaviour and work to the good name and prestige of the Association

Article 23. Members. Discipline

The members who might repeatedly and severely fail to comply his/her duties towards the Association will suffer the corresponding legal actions, which will be informed to him/her, and the legal aspects will be taken and decided upon by the Board of Directors.

Sanctions may comprise from the temporary suspension of rights to exclusion.

Should the Board decide on exclusion, it will send the proposal to the General meeting, who will make the decision.

Article 24. Members .Rights. Separation

Associates may voluntarily ask for separation from the Association. Nobody can be obliged to belong or to continue in the association against his/her will.

The members who do not comply with their duties will also be separated from the Association. Proceedings mentioned in Art. 23 will be previously exercised.

In any case, the separation as member of the association will not exempt him/her from economic duties and responsibilities assumed before the date of the separation.

Chapter 4: Patrimony and Economic regime

Article 25. Income

The Association will have the following economic resources for the development of its aims and activities:

• The legally adopted regular or extraordinary contributions by its members.
• The grants, legacies or inheritance they might legally receive from the members or from third parties, both private and public.
• Any other lawful resource resulting from its activities.

Article 26. Patrimony

The Association initially lacks patrimony. Its economic resources are those mentioned in article 25. However, it is understood that its patrimony will grow as the necessary administrative infrastructure for the achievement of its aims is created.

Article 27. Annual budget

The annual budget is undetermined.

Article 28. Administration, auditing and control

The Administration, auditing and control of its economic regime and patrimony will be made according to the following regulations:

The Board of Directors will study and pass the balance sheet and the annual budget presented by the Treasurer. These will be countersigned by the General Meeting.

Chapter 5

Article 29. Dissolution

The Association will be dissolved by express wish of its members according to Art. 10 of the present Statutes, by judicial decision or by the causes prescribed in article 39 of the Civil Code.

In case of Dissolution a winding-up commission formed by four members will be designated. Once the economic duties have been settled, the commission will appoint the excess patrimony or economic resources to an Association with similar aims.

Chapter 6 Statutes Reform

Article 30. Statutes Reform

Amendment of the present Statutes will be a competence of the General Meeting. The agreement will be adopted by absolute majority, with the presence of 2/3 of the members, according to Art. 10 of the present Statutes. Amendments will be communicated to the corresponding Register.

Final disposition

The present Statutes are passed on February 1, 1997 . The following persons sign on the margin of all pages that make part of them, thus bearing witness according to official regulations:

Founder members of the EPITELIO Association

• Mr Bernard Leach, in representation of Manchester Metropolitan University (Manchester - UK)
• Mrs Fiorella di Cindio, in representation of Rete Civic di Milano (Milano - Italy)
• Mrs Marivi Mateo, in representation of Plan Foral de Drogodependencias de Navarra (Navarra - Spain)
• Mr Francisco Calderón, in representation of SODEPAZ (Madrid -Spain)
• Mrs Zuriñe de la Cueva, in representation of EUSNET (Navarra - Spain)
• Mr Andrew Page, in representation of ECTF (Devon - UK)
• Mr Miguel de Andrés, in representation of IGIA Group (Barcelona - Spain)
• Mr Julio Pareja, in representation of Cuenca Civic Network (Cuenca - Spain)
• Mr Eduardo Barrera, in representation of Commercenet - Europe (Madrid - Spain)
• Mr Chris Nicholl, in representation of PANGEA (Barcelona - Spain)
• Mr Neil Shenton, in representation of Community Contact (Manchester - UK)
• Mr Artur Serra, in representation of University of Catalonia (Barcelona - Spain)
• Mrs Mª Pilar Colchero in representation of IEPALA. (Madrid - Spain)
• Mr Andrés Dochao Moreno in representation of INMARK . (Madrid - Spain)
• Mr Joaquín Seoane in representation of University of Madrid (Madrid - Spain)