Statutes

STATUTES OF THE SANTANDER GROUP

 

ARTICLE 1. NAME

The name of the Association shall be Asociación Grupo Santander (Santander Group). Within these statutes, the "Association” refers to the Santander Group (SGroup).

The Association shall be registered in Spain as an International Non-Profit-Making Association and is regulated by the Spanish Law 1/2002 of 22 March and any other existing regulations regarding associations that may be applicable.

 

ARTICLE 2. SEAT

The Seat of the Association shall be located in the Rovira i Virgili University, C./ de l'Escorxador s/n, 43003, Tarragona, Spain.

The location of the Seat and/or of the Head Office of the Association may be changed by a decision of the General Assembly upon recommendation from the Executive Committee.

 

ARTICLE 3. DURATION

The Association shall be established for an indefinite period of time, starting on its founding day.

 

ARTICLE 4. SCOPE

The scope of action of the Association is international.

 

ARTICLE 5. AIMS

The Association is constituted by a European network of Universities whose aim is to establish special academic, cultural and socioeconomic ties as well as privileged channels of collaboration, information and exchange.

The Association also wishes to encourage contacts between universities and their surrounding communities or regions on matters related to educational, social and technological development.

In particular, the Association works according to its charter towards the following purposes:

a) to facilitate and encourage the mobility of students, academics and members of staff (including administrative and related staff) within the Association and beyond;

b) to promote and encourage joint educational and research projects among members of the Association, and to promote and encourage collaboration with public and private institutions;

c) in the case of European Union citizens accepted as exchange students from the Association, to waive tuition fees in the context of mutual agreements and with the aim of achieving a general balance in the number of students exchanged;

d) to recognize approved study periods spent in Santander Group universities as an integral part of a student’s programme of studies in the context of multilateral agreements, with appropriate arrangements for credit transfers;

e) to promote the exchange of curriculum information, academic and distance learning materials;

f) to share good practices and encourage collaborative projects;

g) to promote curriculum development and the establishment of collaborative programmes;

h) to promote joint activities;

i) to promote lifelong learning projects and professional development;

j) to encourage the participation of non-European countries not represented in the Association.

 

ARTICLE 6. MEMBERS

The Association shall be composed of higher education institutions.

The number of members is unlimited. A balanced representation of countries shall be encouraged.

Two types of membership status are available: Full members and Associate members.

1.      Full members are universities from across Europe. Entry to this class of membership will be reserved to universities offering PhD or equivalent degree courses and upon endorsement by the General Assembly.

2.     Associate members: universities from non-European countries. Entry to this class of membership will be by invitation of the Executive Committee and endorsement by the General Assembly. Their representatives will not have the right to be members of the Executive Committee or vote on issues during the meetings of the General Assembly. They may participate actively in the General Assembly and in all the activities of the Association but without voting rights.

 

ARTICLE 7. MEMBERS’ RIGHTS AND OBLIGATIONS

Each member of the Association will undertake to carry out the following functions (Santander Group Charter):

a) to liaise with corresponding members in other Santander Group universities;

b) to encourage staff and student mobility;

c) to assist in identifying areas of co-operation for the development of collaborative programmes, educational and research projects;

d) to care for the welfare of visiting students and scholars;

e) to ensure that records of courses taken by a student and the results of examinations are transmitted to the student’s home University.

Full members commit to:

- Observing the present Statutes and the agreements that might be reached by the General Assembly or the Executive Committee;
- Attending the General Assembly;
- Paying the required annual fee.

Associate members commit to:

-Observing the present Statutes and the agreements that might be reached by the General Assembly or the Executive Committee;

- Paying the required annual fee.

All members have the right to participate in the activities of the Association, be informed of its activities, changes in the governing and representation bodies and the accounts.

 

ARTICLE 8. ADMISSION AND TERMINATION

Membership will be decided by the Executive Committee after consulting the universities of the same country (if applicable) who are already members of the Association. The decision of the Executive Committee will be ratified by the General Assembly.

Applications for membership shall be addressed to the President of the Association.

Membership shall terminate:

1. Through voluntary resignation subject to a written prior notice of minimum six months. The member doing so shall remain obliged to complete those activities already started under the Agreement.

2. Through exclusion of a member. The exclusion of a member may be decided by the General Assembly by the affirmative votes of two-thirds of the members in attendance or represented. The member shall have the opportunity to be heard before a decision is taken.

3. In the event of membership fees being in arrears by more than two years. In this case, if three months after a final demand of the Executive Committee there is no acceptable explanation, exclusion shall be automatic.

4. Through non-attendance to the General Assembly meetings for more than two consecutive years.

 

ARTICLE 9. MEMBERSHIP FEES

Annual fees for members for the following calendar year shall be decided by the affirmative votes of the majority of the members in attendance or represented in the General Assembly following a proposal of the Executive Committee.

The Executive Committee will determine the annual fee each year and their proposal will be circulated to all members of the Association at least one month before the General Assembly meeting. Any alternative proposals (hereafter referred as amendments) must be fully motivated and communicated in writing to the President not less than two weeks before the General Assembly. Any such amendments must have the support of at least two full members.

New members shall pay the full annual membership fee for the calendar year following the General Assembly in which they were admitted.

Resigning members shall pay their full fee for the calendar year in which they resign.

 

ARTICLE 10. GOVERNING AND REPRESENTATIONAL BODIES

The governing bodies of the Association shall be:

1. The General Assembly

a. This is the supreme governing body of the Association, composed of all its members. It reaches its agreements by majority.

b. The General Assembly representatives are appointed by full member institutions and have voting rights in the annual General Assembly meetings.

c. The Association shall hold at least one General Assembly meeting every academic year, which shall rotate within the Universities of the Group. An extraordinary General Assembly may be called at the request of the Executive Committee or by two-thirds of the full members

d. The General Assembly must have at least half plus one of the full members participating or represented in order to be formally constituted.

e. Full member universities shall be represented by their Rectors, Vice-rectors or their nominees (assigned in writing) with full powers of decision. It is permissible for a member to designate in writing another member to act as proxy for the purpose of participation or voting, save that no member may act as proxy for more than one other member.

f. The General Assembly shall elect each time a chair to preside over the meeting.

g. Each member shall be entitled to one vote on any resolution. Unless otherwise specified elsewhere, resolutions shall be adopted if the votes cast in favour exceed those cast against. In case of a tied vote, the President casts the deciding vote.

h. The General Assembly meetings shall be called by notice from the President with the agenda of the meeting circulated at least one month in advance.

2. The President

a. The President shall be the legal representative of the Association.

b. The President must be the Rector, former Rector, Vice-Rector, former Vice- Rector (or of equivalent academic or professional administrative rank) of one of the full member institutions and shall be its representative to the General Assembly during the period of office.

c. The General Assembly shall elect the President of the Association for a period of office of two years by the affirmative votes of the majority of the members participating or represented in the Assembly. A President may be re-elected for two further terms of two years.

d. The President shall appoint a member of the Executive Committee to act as Vice-President to replace the President in case of absence or incapacity of acting.

Nominations for the Office of President shall be invited at least two calendar months before the General Assembly meeting at which an election is due. The Executive Committee may include its own nomination in the notice of invitation. Nominations must be sent to the Head Office of the Association within six weeks after the invitation of nominations. A nomination of a full member may be made by any representative of a full member to the General Assembly and it must have the support of a representative of a second full member university and the agreement of the nominee. If no nominations are received by the date due, the Executive Committee must make a nomination with the consent of the nominee.

 

3. The Executive Committee

a. The General Assembly shall elect from its members a seven-member Executive Committee. Rotation of membership diversity and balance of national composition shall be encouraged

b. The President shall be one of the members of the Executive Committee.

c. The other six members of the Executive Committee shall be elected for a period of two years and may be re-elected for two terms of two years by the General Assembly.

d. The immediate past President shall be invited to attend the Executive Committee meetings.

e. The Executive Committee shall hold at least three meetings every calendar year.

f. The Executive Committee shall be responsible for the preparation and execution of the programme of activities of the Association.

g. The Executive Committee shall prepare the General Assembly meetings. It shall present to the General Assembly:

  1. The Annual Report of Activities.
  2. The Financial Report for the preceding calendar year and the Budget for the following year.
  3. The Programme of future activities.
  4. Proposals about membership.

h. In case of absence of any member of the Executive Committee due to illness, he/she may be temporarily supplemented by another candidate upon nomination by a majority of its members.

i. The mandate of the Executive Committee members shall terminate:

-  After the individual member’s mandate expires;

- After he/she has filed a formal resignation letter;

-  By decision of the General Assembly.

Nominations for membership of the Executive Committee shall be invited at least two calendar months before the meeting of the General Assembly. The current Executive Committee may include its nominations in the notice of invitation. Other nominations may be made by any representative to the General Assembly and must have been received at the Head Office of the Association one calendar month before the meeting of the General Assembly. Nominations may be made by any representative of a member and must state that the assent of the nominee has been obtained. If the number of nominations is less than the number of places to be filled, the Executive Committee or the President acting on its behalf shall be empowered to make additional nominations before the meeting of the General Assembly with the assent of each nominee. If the number of nominations exceeds the number required, a ballot shall be carried out during the General Assembly meeting.

 

ARTICLE 11. ACCOUNTS - BUDGET

The resources of the Association shall consist of:

- membership fees;
- financial support from EU or other programmes;
- financial support from sponsors;
- income from services rendered;
- donations;
- other sources.

The Association’s financial year begins on the 1st January and ends on the 31st December. The financial report is annually revised and approved at the General Assembly meeting of the following year along with the budget proposed for the following financial period.

The General Assembly shall appoint or re-appoint an auditor every year. An auditor cannot be a member of the Executive Committee.

 

ARTICLE 12. AMENDMENT OF THE STATUTES

The General Assembly shall have the sole right to amend the Statutes observing the following procedure:

  1. The written notice convening the meeting and the agenda shall announce that the General Assembly shall be called upon to amend the Statutes;
  2. Any amendment shall be accepted by the General Assembly through the affirmative vote of at least two-thirds of the members present or represented.

 

ARTICLE 13. DISSOLUTION

The votes of at least four-fifths of the members shall be required for dissolution of the Association. In the event of dissolution, the assets of the Association shall be distributed as donations among non-profit organisations or institutions with similar objectives designated by the General Assembly or its liabilities shall be met by them up to a maximum of the annual membership fee.

 

ARTICLE 14. INTERNAL REGULATIONS

The Executive Committee may propose Internal Regulations to the General Assembly. Procedural rules on any subject included in them have to be endorsed by the General Assembly.

 

Kent, 7 November 2019