Statutes

 

STATUTES 

 

 

REGISTERED OFFICE - DURATION - SCOPE OF ACTION

ARTICLE 1.

The name of the Association shall be the Santander Group. The Group shall be registered in Spain as an International Non-Profit-Making Association. Within these statutes, the "Association” means the Santander Group. The association is regulated by the Spanish Law 1/2002 of 22 March and any other existing regulations regarding associations that may be applicable.

ARTICLE 2.

The Seat and Registered Office of the Association shall be located in the Rovira i Virgili University, C. de l'Escorxador s/n, 43003 Tarragona, Spain. The Secretariat of the Association shall be located in Brussels, Belgium. The dayto-day running of the Secretariat will be the responsibility of the Executive Secretary, employed by the Association. The location of the Seat and Registered Office and/or of the Secretariat of the Association may be changed by a decision of the General Assembly.

ARTICLE 3.

The Association shall be established for an indefinite period of time, starting on the day of the adoption of the present document.

ARTICLE 4.

The scope of action of the Association is international.

 

AIMS

ARTICLE 5.

The Santander Group constitutes a European network of higher education institutions whose aim is to establish special academic, cultural and socioeconomic ties and to set up specific and advanced facilities as well as privileged channels of information and exchange.

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

In particular, the Santander Group 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 Santander Group universities network;

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

c) in the case of eligible nationals accepted as exchange students from the Santander Group, 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 degree programme in the context of bilateral agreements; such periods to be preferably of one academic year’s duration, with appropriate arrangements for credit transfers;

e) to provide assistance in foreign language preparation and administrative procedures;

f) to give assistance in arranging accommodation for those participating in exchange programmes;

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

h) to promote curriculum development and the establishment of joint programmes;

i) to promote joint social, cultural and sport activities;

j) to promote lifelong learning projects.

 

MEMBERSHIP - ADMISSION - TERMINATION - SUBSCRIPTION

ARTICLE 6.

The Association shall be composed of higher education institutions.

Two types of membership status are available:

Full members and Associate members.

 

1.      Full members: universities from across Europe which have signed the Santander Group Charter. Entry to this class of membership will be reserved to universities offering PhD or equivalent degree courses and 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, however, participate in the General Assembly.

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

Membership will be decided by the Executive Committee after consulting all members in writing. Member Institutions will send a written endorsement and the decision of the Executive Committee will be ratified by the General Assembly.

Each member of the Santander Group 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 joint programmes 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.

Members’ obligations

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.

 

Members rights:

Full members will have the right to be members of the Executive Committee and vote on all issues during meetings of the General Assembly.

 

Associate members  can participate in the General Assembly; they will not have the right to be members of the Executive Committee or vote on issues during the meetings of the General Assembly.

ARTICLE 7.

The number of members is unlimited. A well-balanced representation of participating countries shall be aimed at.

ARTICLE 8.

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 subscriptions 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.

ARTICLE 9.

Annual subscriptions 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 subscription each year and their proposal will be circulated to all members of the Santander Group at least one month before the General Assembly. Any alternative proposals (hereafter referred as amendments) must be 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.

In the event of one or more alternative proposals being received, the voting procedure at the General Assembly will be as follows:

1) A voting card will be provided for each member. Members are required to register (at the same time of notification of intention to attend the General Assembly) the member of their delegation who is entitled to vote.

 

2) Each amendment will be voted on in turn and those which do not receive majority will be eliminated.

3) Those amendments which do secure majority, in addition to the proposal of the Executive Committee, will be discussed prior to voting. The first motion (amendment or Executive Committee proposal) to achieve a two-thirds majority will be adopted.

4) If no motion receives a two-thirds majority, the motion receiving the lowest number of votes will be eliminated. This process will continue until a twothirds majority is achieved or until only two motions remain, in which case the motion which receives a simple majority will be adopted.

New members shall pay the full annual subscription for the calendar year in which they were admitted. Resigning members shall pay their full subscription for the calendar year in which they resigned.

 

MANAGEMENT

ARTICLE 10.

The governing bodies of the Association shall be:

- The General Assembly

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

 

- The President

The President is elected by the General Assembly during the annual meeting. Nominations for the Office of President shall be invited at least two calendar months as per postmark or other authentication of dispatch before the General Assembly at which an election is due. The Executive Committee may include its nomination in the notice of invitation. Nominations must be sent to the Secretariat of the Association. A nomination may be made by any representative to the General Assembly of member and should signify that it has the support of a representative of another member 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. The term of office of the President is of 2 years and can be renewed for 2 more years. 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.

 

- The Executive Committee

The Executive Committee is composed of 7 representatives. Nominations for membership of the Executive Committee shall be invited at least two calendar months as per postmark or other authentication 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 Secretariat 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. The Executive Committee or the President acting on its behalf may make additional nominations if in his/her opinion it is necessary in order to encourage rotation and balance of national composition and having regard to the need for effective liaison with the European Commission. If the number of nominations exceeds the number required, a ballot shall be carried out during the General Assembly. The term of office of the Executive Committee member is of 2 years and can be renewed for 2 more years.

 

In case of absence or 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, except the President who shall be replaced by the Vice-President.

The members of the Executive Committee shall cease:

-       After the expiration of the mandate;

-       After filing a formal resignation letter;

-       By the decisions of the General Assembly.

ARTICLE 11.

  1. The General Assembly shall hold at least one meeting every academic year, which shall rotate within the Universities of the Group.

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

  3. Member institutions shall be represented by their rectors or their nominees with full powers of decision. It is permissible for a member to designate in writing another member to act as proxy for purposes of participation of voting, save that no member may act as proxy for more than one other member.

  4. The General Assembly shall elect each time a chairman to conduct the meeting.

  5. 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 the case of equal votes, a second vote will take place after opportunity for further discussion within the meeting. If the votes remain equal after a second vote, the chairman shall be empowered to decide.

 

ARTICLE 12.

  1. 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 a second and final period of office.

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

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

  4. 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.

ARTICLE 13.

The General Assembly shall elect from its members a seven-member Executive Committee. The President shall be one of the members of the Executive Committee. The other six members of the Executive Committee shall be elected for a period of two years and may be re-elected for a further two years by the General Assembly. Rotation of membership and balance of national composition shall be encouraged.

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

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

 

ARTICLE 14.

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

 

ARTICLE 15.

The Meetings of the Association shall be:

1.     The General Assembly: one meeting every academic year. An extraordinary General Assembly may be called at the request of the Executive Committee or by two-thirds of the full members.

      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. A simple majority of the members must be present for a quorum.

 

2.The Executive Committee: at least two meetings every academic year.

 

ACCOUNTS - BUDGET

 

ARTICLE 16.

The resources of the Association shall consist of:

- members’ subscriptions;
- financial support from EU Programmes;
- financial support from sponsors;
- income from services rendered;
- donations;
- other sources.
 

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

 

AMENDMENT OF THE STATUTES

ARTICLE 17.

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. The amendment shall be carried at the General Assembly by the affirmative vote of at least two-thirds of the members present or represented.

DISSOLUTION

ARTICLE 18.

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 subscription.

 

INTERNAL REGULATIONS

ARTICLE 19.

The Executive Committee may propose Internal Regulations to the General Assembly.

 

GENERAL PROVISIONS

ARTICLE 20.

These statutes comply in all its articles with the Spanish law of Associations 1/2002 of March 22 which will be applied to any aspect not included in this document.

 

Valencia, 8 November 2014