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Chapter VIII

Article 18

Composition and operation

1. The General Assembly is the highest body of competency and decision-making of the FPOGS and consists of all components of the governing bodies of its member societies in full rights and may hold ordinary or extraordinary meetings. It is chaired and directed by a board consisting of a president and two secretaries.

2. The General Assembly elects the officers of the General Assembly board, the audit board and the board of directors.

3. The president of the board of directors, the general secretary and the treasurer are entitled to participate in the General Assembly, as are the components of the audit board, without voting rights.

4. The officers of the General Assembly board are not entitled to vote, except in case of a tie, in which case the president shall become entitled to vote.

5. In accordance with the orderings of these statutes and the applicable law, the president of the General Assembly directs the assemblies and electoral processes and swears in the new national bodies elected for new terms of office immediately after the declaration of results.

6. It is the specific duty of the General Assembly board secretaries to record the minutes of general assemblies, which shall be signed by all components of the General Assembly board, and to substitute for the president in his or her absence or incapacity, in descending order of their ages.

7. Without prejudice to the free and wide participation and debate at the assemblies by all present, each affiliated member of the FPOGS is accorded only one vote.

8. Honorary and benefactor members have no seat in the General Assembly.

9. The members of the General Assembly board fulfil a three-year term and may be re-elected for another term.

Article 19

Competencies

1. It is incumbent upon the General Assembly to make all decisions not included in the legal or statutory powers of other FPOGS bodies and in particular:

a) Elect and dismiss the General Assembly board and the members of the board of directors and the audit board.

b) Assess, vote on and approve the annual balance sheet;

e) Decide on:

Proposed amendments to the FPOGS statutes;

The merger, dissolution and liquidation of the FPOGS;

The joining or leaving of members, unions, federations, confederations or other national or international organizations and institutions;

Changing the location of the headquarters;

d) Decide on the high cost acquisition, encumbrance and alienation, in any capacity, of real estate and other capital assets;

e) Authorize the FPOGS to sue the members of the governing bodies for acts performed in the exercise of their functions;

I) To swear in the elected governing members

g) To approve the electoral and internal operating regulations.

Article 20

Convocation

1. The General Assembly is convened by the administration and publicised in writing to its constituents with the right to participate at least thirty days prior to the date of its occurrence, with express indication of the place, day and time of the meeting, the type of assembly (ordinary or extraordinary) and the order of the day.

2. The General Assembly shall meet ordinarily once every year and, extraordinarily, in accordance with Article 173 of the Civil Code.

3. The president or, in his absence or incapacity, the eldest secretary may not deny the special session of the assembly.

Article 21

Quorum

1. The General Assembly may only begin in the presence of at least half of those constituents with the right to participate in it.

2. The General Assembly may meet on second call with full decision-making capacity thirty minutes after the time it was initially convened with the presence of any number of constituents.

3. Decisions are taken by absolute majority of the votes cast, unless the law expressly requires a qualified majority.

Article 22

Composition and mandates

1. A president, a general secretary and a treasurer shall be incorporated into the board of directors, having been elected by the General Assembly to serve a three-year term and with the possibility of being re-elected for another term.

2. The president, general secretary and treasurer may not simultaneously be members of any official body of the FPOGS affiliated societies, except when setting up the first board of directors and as explained in paragraph 6, Article 24.

3. The presidents of the boards of directors of FPOGS member societies shall, by inherence of their duties, also be integrated into the board of directors as vice presidents, in conjunction with the respective mandates by which they perform their duties in their member societies.

4. Also by inherence of their duties, the secretaries of the boards of directors of affiliated societies will be integrated into the board of directors as voting members in conjunction with the respective mandates by which they perform their duties in their member societies.

 5. The board of directors will have an odd number of members.

Article 23

General jurisdiction

1. The board of directors is the executive and managerial body of the FPOGS.

2. The board of directors shall determine each year the amount of contributions payable by its affiliates and negotiate the contributions to be made by benefactor members.

3. The board of directors shall organize and carry out the activities necessary for the pursuit and achievement of the objectives, aims and obligations of the FPOGS which enable its smooth running and operation.

4. The board of directors will ask the president of the General Assembly to convene an ordinary meeting of the General Assembly once every year, in which he or she will present a comprehensive report on the activities undertaken in the previous year, including detailed information about the finances of the FPOGS as well as the action plan for the following year.

5. Whenever deemed necessary, the board of directors will ask the president of the General Assembly board to convene for an extraordinary meeting.

6. The board of directors will provide the president of the General Assembly with the necessary administrative and secretarial support for its activities.

7. The board of directors will receive the contributions and other FPOGS income and can open bank accounts.

8. The board of directors may establish or contract the professional administrative structure it deems appropriate for the proper performance of its duties, in particular from the perspective of taxation and accounting and secretarial support.

9. Whenever deemed necessary, the board of directors may appoint individuals of recognized competency in a given area to join working groups or committees on an ad hoc basis to perform specific tasks or to provide expert advice that will facilitate the best performance of their duties.

10. It is incumbent upon the board of directors to propose the criteria for admission and the admissibility of new members, as well as new honorary members and benefactors, to the General Assembly.

Article 24

Specific powers

1. The president shall call and preside over the meetings of the board of directors and is the spokesperson and representative of the FPOGS to national and international entities that are or will be bound by or affiliated to board of directors’ mandates.

2. The representation of the FPOGS in this country or abroad, in or out of court, shall be made by the president under instruction from the board of directors.

3. The vice presidents substitute the president for all purposes in his absence or incapacity in descending order of their ages.

4. The secretary general has the specific obligation to keep all FPOGS documentation and its historical archive as well as board of directors’ documentation, including the minutes of its meetings, in good order.

5. The treasurer has the specific task of keeping FPOGS finances, tax and accounting in order and is directly responsible for ensuring compliance with applicable laws. He or she is also entrusted with the payment of expenses authorised by the board of directors.

6. In agreement with the president of the board of directors, the vice presidents shall assume the duties of the secretary general or the treasurer in his or her absence or incapacity.

7. The board of directors shall propose a new list of constituents for the governing bodies to the General Assembly before the end of their mandate.

Article 25

Voting

The decisions of the board of directors are taken by simple majority of the voting members present, with the president having a casting vote.

Article 26

Composition and jurisdiction

1. The audit board consists of a president and two board members, all elected by the General Assembly, with the responsibility for monitoring and examining the FPOGS accounting and tax documentation, issuing reports on its accounts and preparing minutes of all its meetings.





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