Statutes

CHAPTER I (ESSENTIAL PRINCIPLES)

Article 1 (Name, Registered Office, Duration)

The name of the Association is “Property Owners Association of Vale do Lobo”, NIF 502246626, with registered
office in Vale do Lobo, parish of Almancil, council of Loulé and is created for
an unlimited period of time.

Article 2 (Scope)

The Association is an entity independent of the Vale do Lobo Group
of Companies and is a non-profit making organisation.
The Association generally represents property owners in Vale do Lobo who have joined the Association and paid their annual resort fees. The Association has the following objectives:
1. To generally assist its members in protecting their rights and interests
  in relation to their properties in Vale do Lobo.
2. To generally assist its members in relation to dealings with Vale do Lobo Group Companies and Infralobo.
3. To establish dialogue and cooperation with Vale do Lobo Group Companies and Infralobo.
4. To develop social, cultural and sports activities for its members
  and keep the community spirit of Vale do Lobo.

CHAPTER II (MEMBERS)

Article 3 (Members)

Any owner (individual or corporation) of a property located in Vale do Lobo, who agrees to the scope of the Association and duly pays the Resort Service Charges, can become a member of the Association.
The membership has to be accepted by the Executive Committee which has the right to refuse membership of property owners who do not share the spirit and interest of the Association or for other reasons deemed important by the Executive Committee.
Each member will have as many representation rights and votes as the number of properties that he owns in Vale do Lobo and paying Resort Service Charges for, being the exercise of voting rights subject to the fulfilment of the Member’s duties.
When a property is owned by more than one person or by a corporation, one person must be designated to represent the owner(s) before the Association.
The membership terminates when the member ceases to be an owner of the stipulated property in Vale do Lobo, ceases to pay the Resort Service Charges, violates any of the terms and conditions as set out in these statutes or other reasons deemed important by the Executive Committee.

Article 4 (Members’ Rights)

The members have, among others, the following rights:

To participate in the Association’s activities in accordance with the scope defined in these Statutes.
To elect and be nominated to any of the Association’s bodies as per Article 6.
To attend and vote at the General Assemblies.
To request the convening of a General Assembly under the terms foreseen in the Law and in these Statutes.

Article 5 (Members’ Duties)

The members have, among others, the following duties:

To pay the Resort Service Charges.
To inform the Association about important developments in Vale do Lobo which might be helpful to perform its duties to the benefit of its members.

CHAPTER III (GOVERNANCE)

Article 6 (Governing Bodies)

The bodies of the Association are:
1. 1. The General Assembly.
  2. The Executive Committee.
  3. The Fiscal Committee.
The governing bodies are elected for a term of 3 (three) years

Article 7 (Composition of the General Assembly)

The General Assembly consists of all eligible members of the Association.
The General Assembly has a President and a Secretary, both elected by the General Assembly. If the elected President and/or Secretary is absent from the General Assembly, the members present can elect a temporary President and/or Secretary for that meeting.

Article 8 (Convening of the General Assembly)

The General Assembly will ordinarily be convened once a year, with notice being served by the President of the General Assembly or the Chairman of the Executive Committee by letter, fax or electronic mail message with at least 30 days notice, stating the agenda, location and time.
At the request of the President, the Executive Committee, the Fiscal Committee or by at least 1/5 of the Association’s members, addressed to the President and the Executive Committee, an Extraordinary General Assembly will be convened.
Any member may be represented in General Assemblies by another member with respective powers of representation.

Article 9 (Powers of the General Assembly)

The General Assembly:
1. Elects and dismisses the governing bodies of the Association.
2. Analyses and approves the Annual Report of activities and the Accounts.
3. The President and Secretary direct the General Assembly.
The General Assembly discusses and decides on:
1. The major matters and policies of the Association.
2. All matters that are, by Law, the exclusive responsibility of the General Assembly.
3. Specific matters that the Executive Committee considers necessary to be discussed at the General Assembly.

Article 10 (Quorum of the General Assembly)

The General Assembly has a quorum on first count if the members attending correspond to or represent a minimum of 50% of the eligible votes and in case there are not enough members present it has a quorum on second count, taken ten minutes after the first, with any number of attending members.
A simple majority of attending and eligible members, who are entitled to vote, is required for decision making at the General Assembly.
The rules above do not apply when a different majority is required by law.

Article 11 (Composition of the Executive Committee)

The Executive Committee consists of up to 7 (seven) members and gets elected by the General Assembly.
The Executive Committee will appoint amongst them a Chairman, Vice Chairman, Treasurer and Secretary.
The Association is bound by the signatures of the Chairman or any two members of the Executive Committee.

Article 12 (Powers of the Executive Committee)

The Executive Committee has the following powers:
1. To carry out the Association’s policy and manage its activity.
2. To carry out everything that may be necessary to fulfil the Association’s obligations and achieve its aims.
3. To manage the Association’s assets.
4. To set the dates and places for the General Assemblies.
5. To request the convening of the General Assemblies.
6. To admit and dismiss members of the Association.
7. To appoint attorneys, advisors and other representatives of the Association for specific matters.
8. To manage the Association’s relationship with all relevant entities, public or private.
9. To co-opt members to the Fiscal Committee and Executive Committee.

Article 13 (Meetings of the Executive Committee)

The Executive Committee will meet quarterly and, extraordinarily, when convened by the Chairman or any of its members.

Article 14 (Quorum of the Executive Committee)

The decisions of the Executive Committee are taken by simple majority of its members.

Article 15 (Composition of the Fiscal Committee)

The Fiscal Committee consists of 3 (three) members, elected by the General Assembly.
The Fiscal Committee will appoint amongst them a Chairman.

Article 16 (Power of the Fiscal Committee)

The Fiscal Committee has the following powers:

To review the Association’s financial accounts and reports.
To report at the General Assembly on the financial reports and accounts prepared by the Executive Committee.
To request the convening of an Extraordinary General Assembly Meeting.

Article 17 (Income of the Association)

The Association has the following sources of income:

0,5% (point five percent) of the annual amount resulting from the payment of Resort Service Charges, subject to a limit of € 10.000.
Any other voluntary payments received from the members of the Association or other sources.
Profits from any assets of the Association.
Interest on bank deposits.

Article 18 (Nominations for governing bodies)

Nominations for candidates for the governing bodies of the Association can be proposed and seconded by eligible members. These nominations must be presented to the Executive Committee not later than 7 days prior to the AGM.

Article 19 (Language)

The Statutes are made and approved in two versions, one in Portuguese language and the other in English language. In the event of any discrepancy between the Portuguese and English version, the Portuguese version shall prevail for legal purposes.