MINDTIMESHARE Articles in English

GENERALITAT VALENCIANA                                 Ciudad Administrativa 9 d’Octubre

C/ Castán Tobeñas, 77, TORRE 4

46018-VALENCIA

REGIONAL MINISTRY OF JUSTICE, PUBLIC

ADMINISTRATION, DEMOCRATIC REFORM AND

CIVIL LIBERTIES

TERRITORIAL DIRECTORATE OF VALENCIA

Ignacio Sevilla Sánchez

C/ Menoría, 19-11 (Edif. AQUA)

46023-VALENCIA

Re.: Certificate CV-01-049775-V

Pursuant to the provisions of article 29 of Organic Law 1/2002, of 22^nd March, which regulates the right of Association, attached please find the certificate requested by you to this Territorial Directorate in relation to the Association named “MINDTIMESHARE”.

          This is for your information and action.

Valencia, 9^th September 2015

THE TERRITORIAL DIRECTOR

[Illegible signature and stamp of the Generalitat Valenciana]

Mercedes Igualada Portalés

GENERALITAT              TERRITORIAL DIRECTORATE                 Ciudad Administrativa 9 d’Octubre

VALENCIANA                                                                                               C/ Castán Tobeñas, 77, TORRE 4

                                                                                                                          46018-VALENCIA

                                                                                                                          Tel.: 012 Fax: 96 120 90 94

REGIONAL MINISTRY OF JUSTICE, PUBLIC ADMINISTRATION,

DEMOCRATIC REFORM AND CIVIL LIBERTIES

I, Mercedes Igualada Portalés, the TERRITORIAL DIRECTOR,

 DO HEREBY CERTIFY:

 That, from the search of the records kept at this Territorial Directorate, it results that the Association named “ASOCIACIÓN MINDTIMESHARE”, of Valencia, is registered at the FIRST Section of the Autonomous Region Register with number CV-01-049775-V

Pursuant to the documentation filed with this Register by the above-mentioned association, the positions in its Representation Body are as follows: Chair: MR. ALBERTO JAVIER GARCÍA TALAVERÓN, Secretary: MR. PEDRO PICAZO SENTÍ, Treasurer: MRS. NURIA ESTHER BLANCH SANZ.

In witness whereof and for the opportune effects, I issue this certificate at Valencia, this 9^th day of September 2015.

[Illegible signature and stamp of the Generalitat Valenciana]

[The following is a copy of a non-certified notarial copy of the Constitution and By-laws of “Asociación Mindtimeshare”, with all pages certified by the Generalitat Valenciana (Valencian Autonomous Government) on 11/09/15.]

 NUMBER: ONE THOUSAND SIX HUNDRED AND NINETY-SEVEN (1,697/11).        

        CONSTITUTION OF “ASOCIACIÓN MINDTIMESHARE”.————————

        FOUNDERS: MR. PEDRO PICAZO SENTÍ, MRS. NURIA-ESTHER BLANCH SANZ and MR. ALBERTO-JAVIER GARCÍA TALAVERÓN.—————————-

        At Valencia, my place of residence, this first day of December, two thousand and eleven.—————————————————————————

        Before me, JOSÉ-MANUEL FUERTES VIDAL, Notary of the Illustrious College of Valencia,—————————————————————————————-

APPEAR

1. PEDRO PICAZO SENTÍ, of legal age, married, a lawyer by profession, neighbour of ———, Valencia, with residence at calle —-, number —, and holder of Spanish National Identity Card/Taxpayer Identification Number —,——————–

And MRS. NURIA-ESTHER BLANCH SANZ, of legal age, married, a lawyer by profession, neighbour of —–, Valencia, with residence at —-, number —- and holder of Spanish National Identity Card/Taxpayer Identification Number —.——–

The appearers’ personal details have been recorded pursuant to their manifestations.————————————————————————————

ACTING CAPACITY

Both appearers act on their own name and right and MR. PEDRO PICAZO SENTÍ, in addition, acts as representative, under an oral power of attorney, of MR. ALBERTO-JAVIER GARCÍA TALAVERÓN, of legal age, married, a tourist consultant by profession, neighbour of Valencia, with residence at calle —-, number —, and holder of Spanish National Identity Card/Taxpayer Identification Number —. Both appearers have accepted this circumstance, but, notwithstanding, I, the Notary, have warned them that the full effectiveness of this document shall be subject to the subsequent ratification of the above-mentioned person. Notwithstanding my warning, both appearers have insisted on the execution of this document.——————————————————————————————

I have identified the appearers by their respective identity documents mentioned above.———————————————————————————

Both have, in my opinion, the necessary legal capacity to execute this CONSTITUTION OF “ASOCIACIÓN MINDTIMESHARE” and, therefore, they——

STATE:

1. That MR. PEDRO PICAZO SENTÍ, MRS. NURIA-ESTHER BLANCH SANZ and MR. ALBERTO-JAVIER GARCÍA TALAVERÓN –the latter through his above-mentioned orally-designated attorney- have agreed to constitute the present Association, whose aims are those stated in the By-laws attached hereto, which are deemed to have been reproduced here in order to avoid repetitions.——————
2. That they have drafted the By-laws that shall govern the Association, issued on six sheets of common paper, a copy of which, signed in its last page by the two persons appearing herein, is given to me, to be attached to the original of this public instrument.—————————————————————————————–

III. Having regard to the above, the appearers,—————————————

STIPULATE:

That MR. PEDRO PICAZO SENTÍ, MRS. NURIA-ESTHER BLANCH SANZ and MR. ALBERTO-JAVIER GARCÍA TALAVERÓN –the latter through his above-mentioned orally-designated attorney-, under article 22 of the Spanish Constitution, wish to establish and hereby establish a non-profit Association pursuant to the provisions of Act 1/2002, of 22 March, which regulates the Right of Association, and of Act 14/2008, of 18 November, which regulates Associations in the Valencian Community, by means of this public instrument, subject to the following:————-

CLAUSES:

FIRST. SETTING UP OF THE ASSOCIATION.————————————–

1. PEDRO PICAZO SENTÍ, MRS. NURIA-ESTHER BLANCH SANZ and MR. ALBERTO-JAVIER GARCÍA TALAVERÓN –the latter through his above-mentioned orally-designated attorney- have the intention, ratified in this act, of setting up an Association by means of the execution of this document, under the name of “ASOCIACIÓN MINDTIMESHARE” and with registered office at 46022-Valencia, calle Pedro de Valencia, número 1, 1º B, which shall be a non-profit Association with unlimited duration, with the aims specified in detail in the fourth article of the By-laws, which is deemed to have been reproduced here in full, and whose scope of action shall mainly be that of the Valencian Community.———————————

SECOND. GOVERNING LAW.———————————————————-

The Association named “ASOCIACIÓN MINDTIMESHARE” shall be governed by Act 1/2002, of 22 March, which regulates the Right of Association, and of Act 14/2008, of 18 November, which regulates Associations in the Valencian Community, and by the main or additional general regulations applicable to associations, as well as by the By-laws -issued on six sheets of common paper- that the appearers, after having read and approved them in the manner stated above, have given to me in this act. The Association shall commence to operate on the date of its registration at the Register of Associations of the Valencian Community.

THIRD. INELIGIBILITY——————————————————————–

The appearers expressly want to put on record that no person who is subject to any legal prohibition or incompatibility of those provided by Act 5/2006, of 10 April, or by any regulations in force, or who is included in the Register of Insolvency Resolutions shall be appointed to any office in this Association, or shall exercise the duties attached to any such office, as the case may be.———————————

FOURTH. GOVERNING BODY ———————————————————

Pursuant to the provisions of the By-laws, the appearers agree that the Association shall be governed by a MANAGEMENT COMMITTEE and unanimously appoint the three founder members of the Association as the members of such Management Committee, who shall hold their offices for a statutory period of five years:————————————————————————————————

1. PEDRO PICAZO SENTÍ, MRS. NURIA-ESTHER BLANCH SANZ and MR. ALBERTO-JAVIER GARCÍA TALAVERÓN————————————————-

The persons so appointed shall have all the powers vested in their offices by the By-laws.—————————————————————————————-

The persons appointed, who are present in this act, in person or by proxy, and whose personal details have already been stated at the beginning of this document, accept their respective appointments and promise to perform the duties of their office properly and faithfully, pursuant to the By-laws and the Law, and declare that they are not barred from office by any legal prohibition or incompatibility, specially those provided by Act 5/2006, of 10 April or by other regulations in force, and that they are not included in the Register of Insolvency Resolutions.————————

The appearers, in their respective acting capacities, assemble in a General Meeting and, within it, as regards the MANAGEMENT COMMITTEE, they unanimously agree the distribution of offices in said Committee, as stated below:–

CHAIRPERSON: MR. ALBERTO-JAVIER GARCÍA TALAVERÓN.————–

        SECRETARY: MR. PEDRO PICAZO SENTÍ. —————————————-

TREASURER: MRS. NURIA-ESTHER BLANCH SANZ.—————————-

All the members of the MANAGEMENT COMMITTEE of the Association accept their respective offices and declare not to be barred from office by any prohibition, incapacity or incompatibility provided by Law and not to be included in the Register of Insolvency Regulations.——————————————————

FIFTH. The appearers state that there is no other association with the same name as the one created hereby, a point that they shall prove separately where required.——————————————————————————————–

SIXTH. The appearers, in their acting capacity, state that the initials assets of this Association, amounting to ONE THOUSAND FIVE HUNDRED EUROS (€1,500.00), have been contributed in cash to the funds of the Association, at the rate of FIVE HUNDRED EUROS (€500.00) per member.——————————–

SEVENTH. The appearers, by mutual consent, do hereby grant each other a power of attorney as wide and sufficient as it may be required in law, so that any of them, acting jointly and severally, may amend, rectify, clarify or modify this Constitution and the By-laws incorporated to the original of this document, until achieving the final registration of the Association at the corresponding Register of Associations, and execute all the private or public documents that may be required for this purpose.———————————————————————————–

EIGHT. The appearers accept and approve the full contents of this public instrument and ratify all the points contained in the By-laws, which have been attached to the original of this document.—————————————————-

EXECUTION AND ATTESTATION

That is what has been stated and stipulated by the appearers, after I fulfilled all the necessary formalities and gave them the required legal warnings, especially the one about the need to register this deed at the Autonomous Register of Associations of the Valencian Community.————————————————–

Pursuant to the provisions of Article 4 of Act 10/2010, of 28 April, implemented by the Communication of the Centralized Unit for the Prevention of Money-Laundering 3/2010, of 6 July, I, the Notary, do hereby state that I have complied with the obligation to identify the beneficial owner in this transaction, which is recorded in a separate document signed by the appearers that I will keep for a period of ten (10) years.————————————————————————-

Also, pursuant to the provisions of Organic Law 15/1999, the appearers have been informed of and accept the incorporation of their personal data to the automated data files existing at this Notary’s Office, where they shall be kept confidential, without prejudice to any mandatory disclosures of information. These data are required for the preparation of the present document, its invoicing and subsequent follow-up, as well as for the duties typical of the notarial activity. The data controller is the undersigned notary and the data controller’s address is 46011-Valencia, C/Doctor J.J. Dómine, 10, piso 1, pta.2.—————————————–

I have informed the appearers of their right to read this document by themselves, which they waive, and subsequently I, the Notary, have read it aloud with the appearers giving their consent and signing it together with me.————–

I expressly state that the execution of this document is in agreement with the regulations in force and with the will of the grantors, whose consent has been freely given.————————————————————————————————

I, the Notary, do attest to everything contained in this public instrument, issued on five sheets of paper of the kind exclusively used for notarial documents, numbers: that of the present sheet and the four preceding numbers of the same series in sequence. WITNESS MY HAND.—————————————————

There follow the signatures.- Signed. JMFUERTES. Signed and stamped.—-

THERE FOLLOW THE ATTACHED DOCUMENTS

——————————————————————————————————–

——————————————————————————————————–

CONSTITUTION

CHAPTER I. NAME, REGISTERED OFFICE, SCOPE OF ACTION, AIMS AND ACTIVITIES

 Article 1. Name

The name of the Association shall be “ASOCIACIÓN MINDTIMESHARE” and it is set up as an association that brings together consumers affected by timeshare frauds, by virtue of the provisions of Organic Law 1/2002, of 22 March, which regulates the Right of Association, and of Act 14/2008, of 18 November, which regulates the Associations of the Valencian Community, and under the provisions of article 22 of the Spanish Constitution. ASOCIACIÓN MINDTIMESHARE is a non-profit association.

Article 2. Independent legal personality

The Association has a separate legal personality and full capacity to administer and dispose of its assets and fulfil its aims.

Article 3. Registered office and scope of action

The Association shall have its registered office at 46022 Valencia, calle Pedro de Valencia, 1, 1º B.

The Association will develop its activities at the level of the Autonomous Community, with the purpose of fulfilling its aims and objectives in the Valencian Community. Sporadically, it may also carry out the activities provided in these By-laws, if required by its members, both at national level and in all the Member Countries of the European Union.

Article 4. Aims

The aims of the Association are the following:

1. To bring together, defend and protect the lawful financial and social interests of Consumers and Users affected by actions unlawful or contrary to the Spanish regulations in the fields of timeshare, holiday packages, real estate and tourist sectors, financial, bank and lending entities, purchase and sale intermediary companies in the above mentioned sectors, and especially in the proceedings followed against DENIM ASESORES, S.L., VERON ASESORES, S.L. and in any other similar or analogous proceedings.

1. To provide advice to and defend timeshare Consumers and Users in their problems with any natural or artificial person who is a product or service provider.

1. To represent Consumers and Users with a view to obtaining remedy for damages suffered with occasion of services provided by natural or artificial persons who provide timeshare-related products and services.

1. To provide training and spread information in the matter of timeshare consumer and user protection by organising seminars, conferences and courses and publishing papers, reports and leaflets.

1. To defend and provide advice to members and to the public in general with regard to any circumstance of those provided in the Consumer and User Act and its implementing regulations, as well as to any other Spanish, EU or autonomous regulations which protect consumer and user interests.

1. To cooperate with official bodies of the State, Autonomous Communities and local authorities in the matter of consumer and user protection.

Article 5. Activities

The Association will fulfil the aims stated in the preceding article by:

1. Providing cooperation and support to all of its members by means of the creation of technical, advisory, protection, information and training services in relation to timeshare frauds.

1. Establishing relationships with business organisations, public authorities, consumer and user organisations and other entities with a direct or indirect involvement in the matter of consumer and user protection.

1. Subject to applicable regulations, exercising any relevant administrative and judicial actions and asserting the Association’s right to be a party to judicial and administrative proceedings of any kind in which the collective or individual interests of its members are at stake.

1. Disseminating and carrying out campaigns at national and international level to denounce activities contrary to the rights of consumers and users.

1. Any other activity permitted by current or future regulations which shall be deemed convenient.

The aims of the Association shall be fulfilled, in accordance with the nature of the Association, without seeking a financial gain. Notwithstanding, when for fulfilling these aims it shall be necessary to hire any services for a cost, such services may be hired by the Association pursuant to free-market criteria.

CHAPTER II. MEMBERS

 Article 6. Eligibility

Membership of the Association shall be open to any natural or artificial person who, freely and voluntarily, is interested in helping the Association to achieve its aims, subject to the following conditions:

1. Natural persons must have full acting capacity
2. Artificial persons must have the express prior consent of their competent governing body

Candidates for admission to the Association must submit an application in writing to the Association’s representation body, which shall accept or reject it at the first meeting it shall hold after receipt of the application. The representation body may not refuse to admit any candidate who meets the conditions required by these By-laws.

Membership is not transferable.

Article 7. Members’ rights

All members of the Association shall have the right to:

1. Take part in the activities of the Association and in its governing and representation bodies, exercise the right to vote and attend the General Meeting, pursuant to the By-laws. Members of the representation bodies must be of legal age, enjoy their full rights as a citizen and not be subject to any of the causes of incompatibility provided in current regulations.
2. Be informed about the composition of the governing and representation bodies of the Association, its accounts and the development of its activities. Members shall be able to access all this information through the representation bodies.
3. Be heard prior to the adoption of any disciplinary measures against them and to be informed of the facts giving rise to such measures. Any resolution imposing a penalty must be duly reasoned.
4. Challenge any resolutions of the Association bodies which they shall deem contrary to the Law or to these by-laws.
5. Know the By-laws and the regulations and operating rules passed by the bodies of the Association. They shall also be entitled to a copy of the By-laws in force and of the Internal Rules of the Association, if any.
6. Consult the books of the Association.

Article 8. Members’ obligations

All members of the Association shall have the obligation to:

1. Share the aims of the Association and co-operate for the fulfilment of these.
2. Pay membership fees, apportionments and other contributions that, pursuant to the By-laws, must be paid by each member.
3. Observe and abide by all resolutions validly adopted by the governing and representation bodies of the Association.
4. Abide by statutory provisions
5. Article 9. Termination of membership

Membership shall be terminated for the following causes:

1. A member’s resignation from membership, communicated in writing to the representation bodies. The retiring member may be refunded its initial contribution to the funds of the Association and any other contributions made, excluding membership fees, provided that the reduction of assets of the Association shall not imply any damage to third parties.
2. Not to pay the membership fees fixed by the governing body of the Association.

Article 10. Penalty system

Any member who shall commit an act which renders them unworthy of continuing to be a member shall be liable to the penalty of expulsion. It shall be presumed that such an act has taken place:

1. When a member shall deliberately prevent or hinder the fulfilment of the aims of the Association.
2. When a member shall wilfully hinder the operation of the governing and representation bodies of the Association.

In all cases, for the governing body to impose the penalty of expulsion, it shall be required that a disciplinary dossier be prepared by a body other than the body competent to decide about it, which shall guarantee the rights of the member or members who are the subject of such proceeding to be informed of the complaints against them and to defend such complaints as well as to challenge the notification of the General Meeting. A resolution imposing a penalty must be duly reasoned. Infringements and penalties shall be extinguished by prescription after the lapse of 3 years.

 CHAPTER III. GOVERNING BODY

Article 11. The General Meeting

The supreme governing body of the Association shall be the General Meeting, formed by all the members of the Association in their own inalienable right and on an equal footing, which shall adopt its resolutions by a majority principle or internal democracy principle.

All members shall be bound by the resolutions adopted at a General Meeting, including absent and dissenting members and those members who, being present at the Meeting, have abstained at the voting.

Article 12. Meetings

The Association shall hold an Ordinary General Meeting at least once a year, in the second quarter of the year.

An Extraordinary General Meeting may be held whenever it is deemed necessary, upon the requisition of a number of members who represent at least twenty-five percent of all the members for the time being of the Association.

Article 13. Calling a General Meeting

The notice of call of an Ordinary or Extraordinary General Meeting shall be published in the web page used by the Association, www.mindtimeshare.com, at least one month in advance to the date fixed for the Meeting. Members shall not be individually notified. The notice convening a meeting shall include the date, time and place set for the meeting and the agenda of business to be discussed at the meeting.

The Chairperson and the Secretary of the Meeting shall be the Chairperson and the Secretary of the Association, respectively.

The Secretary shall prepare the Minutes of each meeting, which shall reflect a summary of the discussions, the text of the resolutions adopted and the number of votes recorded in favour of or against such resolutions. At the beginning of each General Meeting, the Minutes of the preceding General Meeting shall be read for their approval, in an appropriate case.

Article 14. Powers and validity of the resolutions adopted

A General Meeting shall be validly assembled at first call whenever at least one third of the members of the Association are present, in person or by proxy, and, at second call, whenever there is any number of members present, in person or by proxy, which number shall constitute a quorum. A General Meeting at second call shall be held half an hour after the time fixed for holding the meeting at first call and at the same place.

Every member of the Association shall have one vote at General Meetings.

The General Meeting shall have the following powers:

1. To control the activity of the representation body and approve its management.
2. To examine and approve or reject the annual budget of income and expenditure, as well as the Annual Report of activities.
3. To lay down the guidelines that shall allow the Association to fulfil its aims.
4. To adopt all the measures aimed at guaranteeing a democratic operation of the Association.
5. To fix the ordinary or extraordinary membership fees.
6. To elect and remove the members of the representation body.
7. To adopt all resolutions relating to:
   1. Confirmation of admissions of members approved by the representation body and final decisions on termination of membership.
   2. Agreements for the union of associations, the integration into federations or confederations and the withdrawal from these, as well as for the creation and participation in coordinating committees or other specific organisations.
   3. The application for the Association to be declared to be a public service or of public interest by the Valencian Community.
   4. The dissolution of the Association.
   5. Amendments to the By-laws.
   6. Disposal and alienation of assets.
   7. Remuneration, in an appropriate case, of the members of the representation body.
   8. The approval of the Internal Rules of the Association.
   9. Any other matter, except such matters as are reserved to be dealt with by another body of the Association.

Votings at General Meetings shall be governed by a weighted method, pursuant to which the Chairperson and the Secretary of the representation body shall each accumulate 25% of the votes of the General Meeting. The remaining 50% shall be divided among the members, at the rate of 1 vote per member. Resolutions shall be adopted by a simple majority of the members present, in person or by proxy, when the number of votes in favour of the resolution shall exceed the number of votes against it. Notwithstanding, resolutions for the dissolution of the Association, amendments to the By-laws, disposal or alienation of assets and remuneration of the members of the representation body shall require a qualified majority of the members present, in person or by proxy, which shall be reached when the votes in favour of the resolution exceed one half, provided that the General Meeting in question shall have been called specifically for this purpose.

CHAPTER IV. REPRESENTATION BODY

Article 15. Composition of the representation body

The Association shall be governed, administered and represented by a representation body named the Management Committee, formed by a Chairperson, a Secretary and a Treasurer.

The members of the representation body shall be elected by a free and secret ballot of the members of the General Meeting. Candidatures shall be open, i.e., any member may be a candidate, provided that they meet the following essential requirements: Be of legal age, enjoy their full rights as a citizen, not be subject to any of the causes of incompatibility provided in current regulations and have a seniority of at least five years as a member of the Association (except for the first Management Committee). Those candidates who obtain the highest number of votes for the position they are running for shall be elected for the offices of Chairperson, Secretary, Treasurer and members of the Management Committee.

The offices of Chairperson, Secretary and Treasurer must be held by different persons.

The offices in the representation body shall not be remunerated.

Article 16. Term of office

The members of the representation body shall hold their offices for a period of 4 years and may be re-elected indefinitely.

A member of the representation body may cease to hold office before the lapse of their term of office by:

1. Voluntary resignation by means of the submission of a reasoned resignation letter.
2. An incapacitating illness that prevents the member from serving as such.
3. Termination of membership.
4. A penalty imposed on the member for an offence committed in the exercise of the powers and functions of their office.

Any vacancies arising in the representation body shall be filled at the first General Meeting immediately following the occurrence of such vacancy. Notwithstanding, the representation body may appoint a member of the Association to fill a vacancy provisionally until the next General Meeting is held.

Article 17. Powers and duties of the representation body

The representation body shall have the following powers and duties:

1. To hold and exercise the representation of the Association, to manage and administer the Association with the widest authority vested in it by law and to implement the resolutions adopted by the General Meeting, always in accordance with the rules, instructions and guidelines laid down by the General Meeting.
2. To adopt any resolutions required for appearance before public authorities, for the exercise of legal actions and for filing any relevant appeals.
3. To decide about the admission of new members and keep a current roster of membership.
4. To propose to the General Meeting the setting of the membership fees to be paid by members.
5. To call General Meetings and monitor compliance with the resolutions adopted at these.
6. To notify the Register of Associations of any amendments to the By-laws of the Association within the period of one month.
7. To submit the annual financial statements for their approval by the General Meeting and prepare the budget for the following year.
8. To keep the accounting books of the Association pursuant to such specific rules as will allow having a true and correct view of its assets, financial position and income or loss.
9. To make the inventory of the assets of the Association.
10. To prepare the annual report of activities and submit it to the approval of the General Meeting.
11. To make a provisional decision in any case not provided for in these By-laws and to report such decision in the first General Meeting to be held thereafter.
12. Any other powers except such powers as are specifically reserved to the General Meeting by these By-laws.

Article 18. Meetings of the representation body

The meetings of the representation body shall be called by the Chairperson or by the acting Chairperson. Ordinary meetings shall be held as often as the members of the representation body shall decide, but at least once every two months. An extraordinary meeting shall be called if so required by one third of the members of the representation body.

A meeting of the representation body shall be validly assembled when, after a prior notice calling the meeting, there is a quorum of one-half plus one of its members.

The members of the representation body are obliged to attend all the meetings, although they may excuse their attendance for justified causes. In all cases, the Chairperson and the Secretary or the persons deputizing for them must be present at the meeting.

Resolutions at a meeting of the representation body shall be adopted by a simple majority of the votes of the members present. In case of an equality of votes, the Chairperson shall have a casting vote.

All resolutions adopted by the representation body shall be recorded in a Minute Book. At the beginning of each meeting, the minutes of the preceding one shall be read for its approval or amendment, as the case may be.

Article 19. The Chairperson

The Chairperson of the Association shall also be the Chairperson of the representation body.

The duties of the Chairperson are the following:

1. The management and legal representation of the Association, by delegation of the General Meeting and of the representation body.
2. To preside and direct the discussions of the governing and representation bodies.
3. To sign the notices calling the General Meeting and the meetings of the representation body.
4. To endorse the minutes and certificates prepared by the Secretary of the Association.
5. The remaining duties typical of the office and those delegated to the Chairperson by the General Meeting or the representation body.

In case of absence or illness of the Chairperson, the Deputy Chairperson or a member of the representation body shall act as such.

Article 20. The Treasurer

The Treasurer shall be in charge of the custody and control of the resources of the Association and prepare the budget, the balance sheet and the clearance of accounts, in order to submit them to the representation body, pursuant to the provisions of article 17 of these By-laws. The Treasurer shall sign all vouchers, membership fee receipts and other accounting documents and pay the invoices approved by the representation body, which shall have to be endorsed first by the Chairperson.

Article 21. The Secretary

The Secretary shall custody the documents of the Association, prepare and sign the minutes of the meetings of the governing and representation bodies, prepare and authorise all the certificates that must be issued by the Secretary and keep a current roster of membership.

CHAPTER V. FINANCIAL SYSTEM

Article 22. Initial assets and financial resources

The initial assets of this Association amount to one thousand five hundred euros, contributed by the three founder members, at a rate of five hundred euros each.

The annual budget must be approved each year at the Ordinary General Meeting.

The financial resources of the Association shall come from:

1. Membership fees laid down by the General Meeting
2. Official or private grants
3. Gifts, legacies and bequests
4. Returns on the Association own assets or any other income that may be obtained by the Association

Article 23. Profits obtained from activities

Any profits obtained from the carrying on of economic activities, including the provision of services, shall be used exclusively for the fulfilment of the aims of the Association and in no case may be distributed among the members or their spouses or partners or relatives, nor be assigned for no consideration to any natural or artificial person who has profit-making objects.

Article 24. Membership fees

All members of the Association have the obligation to support the Association financially through the payment of membership dues or apportionments, in such manner and proportion as the General Meeting shall determine upon the proposal of the representation body.

The General Meeting may set entrance fees, monthly membership fees and extraordinary membership fees.

The financial year-end of the Association shall be 31^st December each year.

Article 25. Disposal of funds

The persons authorised to operate any current accounts or savings accounts with credit institutions shall be the Chairperson, the Treasurer and the Secretary.

The withdrawal of funds shall require two joint signatures, one of which shall necessarily be that of the Treasurer or that of the Chairperson.

CHAPTER VI. DISSOLUTION OF THE ASSOCIATION

Article 26. Causes of dissolution and distribution of remaining assets

The Association may be wound up:

1. If agreed by a General Meeting expressly called for this purpose, with the votes in favour of more than one-half of the members present, in person or by proxy.
2. By the reasons provided in article 39 of the Spanish Civil Code.
3. By a final court decision.
4. By the resignation of members, when the number of remaining members is reduced to less than three.

Article 27. Liquidation

The dissolution of the Association will give way to the liquidation period, until the end of which the Association shall retain its legal personality.

The members of the representation body at the time of the dissolution shall become liquidators, except when a resolution of the General Meeting or a court decision, in an appropriate case, shall appoint other liquidators.

The liquidators shall:

1. Look after the whole assets of the Association and keep its accounts.
2. Conclude all pending transactions and carry out any new ones that may be necessary for the liquidation.
3. Collect the credits of the Association.
4. Liquidate assets and pay creditors.
5. Apply the remaining assets of the Association to the aims provided in the By-laws, with the exception of any conditional contributions.
6. Apply for deletion of registration at the corresponding Register.

In case of insolvency of the Association, the representation body or, in an appropriate case, the liquidators shall have to bring immediately the opportune bankruptcy proceedings before the competent court.

The net remainder after liquidation shall be disposed of directly to other associations having similar aims to those of the Association which carry out their activities in the Valencian Community.

The members shall not be personally liable for the debts of the Association.

The members or incumbents of the governing and representation bodies and any other person who acts for an on behalf of the Association shall answer to the Association, to the members and to third-parties for damages caused and debts incurred as a result of wilful design, act of fault or negligence.

CHAPTER VII. OUT-OF-COURT SOLUTION OF DISPUTES

Article 28. Out-of-court solution of disputes

Any disputes that may arise from the actions carried out or the resolutions adopted by the Association shall be solved by arbitration in equity, through a procedure in conformity with the provisions of the Arbitration Act 60/2003, of 23 December, and subject, in all cases, to the fundamental principles of the right to be heard, the adversarial principle and the principle of equality between the parties. The arbitrator shall be member number 865 of the Lawyers’ Professional Association of Alzira (Valencia, Spain) and the parties undertake to abide by the award rendered in the arbitration procedure.

[There follows a partially illegible stamp of registration of “ASOCIACIÓN MINDTIMESHARE” at the Register of Associations of Valencia with number CV-01-049775-V, dated 14/05/12]

For more information regarding this article or assistance in any other timeshare related issues please contact the TCA on 01908 881058 or email: info@TimeshareConsumerAssociation.org.uk