Statutes
DRAFT ARTICLES OF ASSOCIATION OF HOTELS SOUTH OF MOZAMBIQUE
CHAPTER I
FIRST ARTICLE
Name, Headquarters and Nature
One) The Hotel Association of Southern Mozambique, abbreviated to AHSM, hereinafter association is a legal entity of private law, nonprofit organization with legal personality and administrative, financial and patrimonial.
Two) By resolution of the Board may establish the association delegations and other forms of social representation where and when it deems it appropriate.
Three) The delegations of the association will be created according to the needs and have the purpose of ensuring the functions and activities of the association at any point in the country and / or abroad.
ARTICLE TWO
Duration
The association subsist indefinitely, counting its beginning from the date of its constitution.
ARTICLE THREE
Subject
One) The purposes and powers of the association to defend and promote the rights and interests of hotel companies, as such, it represents, namely:
a) promote and enhance the good understanding and solidarity among its members, with a view in particular to strengthen the area of economic activity in which they are involved;
b) promoting tourism;
c) to engage, by appropriate means, with the organs of sovereignty, in order to create legislation that would, so to date, the real interests of hotel companies;
d) Negotiate and conclude, under the law, collective bargaining agreements;
e) Organize and maintain the functioning administrative, technical, logistical and other suitable for their purposes;
f) To promote and support the organization of training courses, conferences, congresses and edit publications of interest to the sector.
g) To promote marketing campaigns aimed at promoting the country's image as a tourist destination and particularly the City of Maputo Province and Southern Mozambique
CHAPTER II
ARTICLE FOUR
Members
One) They may be members of the association all natural or legal persons, public or private, domestic or foreign, resident or not in the country, which adhere to these statutes and pugnem to fulfill its purposes.
Two) Individuals may be members of the association since of age.
ARTICLE FIVE
Category of Members
One) Members of the association are grouped in the following categories:
a) Founding members;
b) Full Members;
c) Members benefactors;
d) Honorary Members.
e) Allies
Two) The quality of association members is not transferable and may, however, any member in case of temporary absence or incapacity to be represented by another member at the General Meeting by written declaration, addressed to the respective presiding officer (review so they are businesses and not individuals).
Three) can be accumulated in the same person more than one category of members typified number one in this article.
ARTICLE SIX
Founding Members
Founding members are all natural or legal persons, national or foreign, that have signed the deed of incorporation of the association and that cumulatively have fulfilled the requirements of these statutes.
ARTICLE SEVEN
Full Members
One) Members are all hotel companies in exercise and activity in the provinces of Maputo, Gaza and Inhambane.
Two) For all purposes of the preceding paragraph, hotel companies are legal persons, natural or legal establishments that operate effectively with the official classification of hotel, motel, lodge, inn, motel, hotel, apartment, holiday village and tourist apartment pension, residential - from quality meet the requirements previously established for the country, authorities and that fall within the rules of the association.
ARTICLE EIGHT
Members Benefactors
Members are the benefactors natural or legal persons, national or foreign, who by his action and motivation, have contributed significantly to subsidies, material goods or services for the creation, maintenance or development of the Association.
ARTICLE NINE
Honorary Members
Are honorary members, the natural or legal persons, national or foreign, who by their actions and motivation especially on the moral plane, have contributed significantly to the creation, advancement or enhancement of the association.
ARTICLE TEN
Allied Members
Members who are allies in different industries but acting in tourism, intending to join the association.
ARTICLE ELEVEN
Admission of Full Members
One) the admission of members shall be effected by filing a motion signed by himself to the Governing Board, supported by two members in good standing of their rights, since supported by at least 2/3 of the managing bodies.
Two) At the time of submission of the proposal the applicant for membership, not the case of an individual, duly recognized must submit a copy of the charter and bylaws and hold fifty percent of jewelry, without the right to return it in case of refusal.
Three) The admission of a member can only take place after observing the requirements and terms set forth in these statutes.
ARTICLE TWELVE
Admission of Members Benefactors, Allies and Fees
The admission fee for members and benefactors will be proposed by the Board or by a minimum of five founding members of the full enjoyment of their rights and voted by the General Assembly.
ARTICLE THIRTEEN
Rights and Duties of States
Members addition to the rights and duties established by applicable law, have also:
One) The Right to:
a) Participate in general meetings;
b) To elect and be elected to the governing bodies of the Association;
c) use the facilities and services of the association in accordance with the relevant regulations;
d) Benefit preferably of job opportunities to be required for the achievement of the objects of the association;
e) Participate in meetings, discussions, seminars, conferences and other activities that are undertaken in order to further the objects of the association;
f) submit to the Board plans, proposals and suggestions for the development and activities of the association.
g) To enjoy the benefits and privileges that the association must or can provide them.
Two) The Duty of:
a) Pay the jewelry and, occasionally, quotas;
b) Accept perform the duties for which they are elected, unless otherwise justified;
c) take part in General Meetings;
d) Participate in achieving the objects of the association, by cooperating according to their knowledge and professional experience performing with zeal tasks as assigned;
e) Perform the work with dedication entrusted to them, unless strong reasons to prevent;
f) refuse to accept or provide any work and likewise refrain from any action whenever the same may result in injury to the accomplishment of the object or social interests of the association.
Three) Only members and founding staff have voting rights.
Four) Without prejudice to the previous Nr are exclusive prerogatives of the members and founders.; Rights referred to in subparagraphs a), b), c) No. 1 of this article.
ARTICLE FOURTEEN
Dismissal of Members
One) The member wishing to exonerate themselves should communicate it in writing to the Board and may only do so at the end of a fiscal year, with notice of thirty days and since liquidate any debt incurred during the period of his stay in the pool.
Two) Without limiting the right of withdrawal, the General Assembly may establish terms and conditions for its exercise.
ARTICLE FIFTEEN
Loss of Quality of Members
One) They lose their membership, those who:
a) have ceased its activity in the sector and can not remain registered under Article 8 of the Statute;
b) they are legally convicted of a crime felony with a penalty of more than two years in prison;
c) With gross negligence violate the duties prescribed by law, statutes, regulations and other decisions made public the governing bodies of the association, if the misconduct by its nature, severity and circumstances committed any order and discipline, merit and prestige the interests of the association, show that the defaulter is unworthy to continue to be a member;
d) Practice libelous or defamatory acts against the association when the consequences resulting therefrom referred to in the previous paragraph;
e) Being responsible for damages if they refuse your prompt reparation.
f) meet for more than 6 months in arrears in the payment of their quotas and not regularize within them is communicated by management, by registered letter with acknowledgment of receipt, without prejudice to their readmission, by decision of the same court once the payment.
Two) The expulsion under point c), d) and e) can only take place upon the proposal of the Board or a minimum of five members subject to the terms set forth in the rules of procedure and shall be decided by the General Assembly by a majority of three quarters of the members. The expulsion of a founding member cumulatively requires the affirmative vote of all other founding members.
ARTICLE SIXTEEN
Disciplinary Regime
One) The offenses under the statutes and regulations and failure to comply with determinations of the organs of the association are legitimately taken misconduct, to prove in their case, regardless of the application of the following sanctions:
a) simple censorship;
b) recorded warning;
c) a fine of up to the value of 5-year quota, whose fate will be determined by the general meeting;
d) Expulsion.
CHAPTER III
Heritage
ARTICLE SEVENTEEN
Funds
One) The own funds of the association shall be composed based on:
a) any grants, donations, legacies, bequests or donations from public or private entities or Mozambican Foreign and all goods and advirem gratuitously or for consideration and provision of services to third parties;
b) Jewelry and dues paid by its members;
c) All movable and immovable property acquired for its operation and installation or income from the investment of its own assets in order to materialize the objectives of the association.
Two) The use of funds and the economic and financial relations between the association and delegation shall be established by rules.
CHAPTER IV
Corporate Boards
ARTICLE EIGHTEEN
Organs
The bodies of the association are:
a) The General Assembly
b) The Governing Board
c) The Audit Committee
ARTICLE NINETEEN
General Assembly
One) The General Assembly is the supreme organ of the association and is comprised of all its members and founders in the full enjoyment of their rights.
Two) The resolutions of the General Assembly taken in accordance with the law and with the present Statute, shall be binding on all members.
Three) Each founding member and owner is entitled to one (1) vote.
ARTICLE TWENTY
Competence of the General Assembly
The General Meeting:
a) To elect and remove members of the board of the General Meeting, the Board and the Supervisory Board members;
b) Approve the program of activities of the association.
c) Decide on the sale of real estate and loans;
d) To consider and vote on the report, annual accounts and balance sheet of the association and discuss the application of the net income of the financial year ended in pursuit of purpose and objectives of the association.
e) approve the annual program and budget of the association;
f) Set the value of jewelry annually and shares payable by members;
g) To decide on appeals against the decision taken by the Governing Board;
h) decide on the remuneration paid to the members of the governing bodies;
i) amend the bylaws and approve the internal rules of the association and other regulations it deems fit, whose resolution must be approved by two-thirds majority of members voting;
j) To decide on the dissolution of the association and the authority to sue administrators for this act committed in the exercise of office;
k) decide on any matters submitted to it and is not the responsibility of other bodies.
ARTICLE TWENTY ONE
General Meeting
One) The board of the General Assembly shall consist of a chairman, a vice-president who replaces him in his absence or inability to act and a secretary and a deputy.
Two) The members of the Board of the General Meeting shall be elected on a proposal to present at least two founding members of the association for a period of three years and may be reelected for more than three consecutive years.
Three) The Chairman of the Board of the General Assembly:
a) To convene the General Assembly at its own initiative or at the request of the Board or at least five founding members or staff;
b) induction for members of governing bodies, within 30 days;
c) sign the minutes of the sessions of the General Assembly;
d) chair the meetings organized by the association.
Four) The Secretary:
a) Write and sign the minutes of the sessions of the General Assembly
b) Perform all acts of administration necessary for the proper functioning and efficiency of the General Assembly.
Five) The President may or may not be member or founder
ARTICLE TWENTY TWO
Functioning of the General Assembly
One) The General Assembly meets ordinarily once a year and the work will be directed by their table.
Two) The General Assembly shall meet extraordinarily whenever convened pursuant to these statutes.
Three) The General Assembly shall meet on the first call at least more than half of the founding members and the members present.
Four) The General Assembly is convened by registered letter with acknowledgment of receipt within a minimum of 40 days. In case of a special meeting the deadline mentioned above may be reduced to seven days.
ARTICLE TWENTY THREE
Voting
One) The deliberations of the Assembly are taken by majority of votes present, unless the deliberations respecting the amendment of the statutes or the dismissal of officers, a situation that will be required in a majority of three quarters of those present or three quarters of the votes of all members founders and staff if the resolution respecting the dissolution of the association.
Two) The vote in the meetings of the General Assembly is made personally, or by delegation in any of the founding partners or staff present, through written means addressed to the chairman.
Three) The vote of the members present or represented will be done by sitting and standing or by acclamation.
Four) Proceed will, however, roll call or by secret ballot at the request of any of the founding members or staff present, accepted by the majority.
Five) Voting to respect the personal issues of any member shall be by secret ballot, not enjoying the targeted voting rights.
ARTICLE TWENTY FOUR
Board
One) The Board shall consist of a President, a Vice President, a Secretary, a Treasurer and a Member of all elected by the General Assembly.
Two) The decisions of the Board shall be taken by simple majority of the votes present entitling each member one vote.
Three) Exercise of successive terms in the same role is limited to four.
ARTICLE TWENTY FIVE
Jurisdiction of the Board
One) The Board of Directors generally administer and manage the association between sessions of the General Assembly and decide on all matters that these statutes or the law does not attach to other organs in particular:
a) Represent it actively and passively in and out of court;
b) Comply with and enforce the laws, bylaws and resolutions of the General Assembly;
c) To appoint and dismiss the Chief Executive and other executive directors needed to ensure daily management of the association;
d) Prepare and submit annually to the General Assembly the report, the balance of economic and financial accounts for the year as well as the program of activities and budget for the following year;
e) Decide on the programs and projects in which the organization should participate;
f) Acquire, lease, or dispose of by prior assent of the Supervisory Board, moveable as are necessary for the implementation of social purpose, subject to compliance with the relevant legal provisions;
g) Perform all acts necessary for the proper functioning of the association;
h) decide on cases of admission of members submitted by the Executive Director
i) negotiate and grant collective bargaining agreements;
j) Prepare the draft rules of procedure to be examined and approved by the General Assembly;
k) Perform all acts of management appropriate to the purposes of the association and are not within the competence of other organs
ARTICLE TWENTY SIX
Functioning of the Board
One) The Board ordinarily meets at least once a month and whenever called by the President or his deputy and extraordinarily whenever convened by its Chairman or at the request of at least three of its members, by letter, telex or any other means suitable for this purpose at least five days in advance, this period may be reduced to two days in case of extreme necessity.
Two) The rules set other rules for its smooth functioning.
ARTICLE TWENTY SEVEN
Supervisory Board
One) The Audit Committee consists of three members elected by the General Assembly upon the proposal of the General Assembly itself or at least two founding members and three staff, and its three-year term.
Two) The Supervisory Board consists of a chairman, a secretary and a vowel being taken by their decisions, a simple majority of its members must each, one vote.
Three) By resolution of the General Assembly the powers of the Supervisory Board may be affected to an independent audit, recognized credibility.
ARTICLE TWENTY EIGHT
Powers of Audit Committee
The Supervisory Board:
a) to examine books and documents of the association whenever it sees fit;
b) issue an opinion on the annual financial statement, Accounts and budget for the following year or on any other subjects that are affected by law and these statutes.
ARTICLE TWENTY NINE
Operation of the Supervisory Board
The Supervisory Board ordinarily meets four times a year and extraordinarily whenever necessary and convened by the Chairman or at the request of the other members or the Board.
ARTICLE THIRTY
Permanent Executive
One) The Executive Director will drive a permanent executive hired by the Board and its members can not be members of the association.
Two) responsible to the Executive Director:
a) Create and organize services of association proposed by the Board;
b) Exercise disciplinary action on employees;
c) Practicing acts of current management that the law and these statutes do not reserve to other corporate bodies;
d) To propose to the Board the hiring of personnel to assume leadership positions as well as the permanent technical personnel;
e) Prepare and submit to the Governing Board activity reports and annual accounts;
f) do such other acts as may be entrusted by corporate boards.
CHAPTER V
Final Provisions
ARTICLE THIRTY ONE
Representation
One) The association is bound by two signatures under subparagraphs a), b) and c) of this Article, one being necessarily that of President or Vice-President if unable to attend the first.
a) The signature of the President of the Board or the vice president in case of absence or disability of that;
b) the signature of a member of the Board who has been delegated powers to practice their act by the Governing Board;
c) The signature of an attorney and specially constituted under its mandate.
Two) The acts of mere expediency may be signed by the Executive Director or any other officer authorized for this purpose.
ARTICLE THIRTY TWO
Dissolution and Liquidation
In case of dissolution of the General Assembly will meet to decide the fate of the assets and appoint a liquidation committee to carry out liquidation of the same in accordance with the law.
ARTICLE THIRTY THREE
Symbols
The association will have a badge as symbols approved by the General Assembly that will be used in accordance with the recommended rules.
ARTICLE THIRTY FOUR
Transitional and Final Disposition
In all that is not the case will apply the law applicable prevailing in the Republic of Mozambique.
