Statutes

STATUTES OF THE SOCIEDAD HISPANO-LUSO- AMERICANA DE LEPIDOPTEROLOGÍA (SHILAP)

CHAPTER I

Objects, activities, and domicile

Article 1.- The Sociedad Hispano-Luso-Americana de Lepidopterología (SHILAP), is created under the Legal Regime of the Spanish Law of Associations of 24 December 1964 and is modified under the protection of the Organic Law 1/2002, of 22 March, regulating the Right of Association, and complementary rules, with legal personality and full capacity to carry out legally valid and effective acts.

In all matters not provided for in these Statutes, the aforementioned Organic Law 1/2002, of 22 March, and the complementary development provisions shall apply.

Article 2.- For the purpose of bringing together interested parties in a non-profit making Association for scientific purposes, the Sociedad Hispano-Luso-Americana de Lepidopterología (SHILAP) is hereby created in Madrid for an indefinite period of time.

Membership of the Sociedad Hispano-Luso-Americana de Lepidopterología (SHILAP) shall be open to all persons with legal capacity who are interested in the development of the aims of the Society and in the study of Lepidoptera.

Article 3.- The Society is independent of other national or foreign Organisms, Associations, Institutions and Entities that may have similar objectives, with which it shall maintain relations and collaborate effectively.

Article 4.- The objectives of the Society are to promote and perfect the study of the Lepidoptera of any part of the world in general and in particular those of the Iberian Peninsula, the Balearic Islands and the Macaronesian region, their biological cycle and the conservation of their habitat, bringing together Spanish and foreign entomologists who so wish and providing them and the Official Organisms with the greatest amount of information available on the speciality in order to achieve a greater exchange of experiences derived from their particular field of study based on Research, Development and Innovation.

Article 5.- In order to achieve these objectives, the following activities shall be carried out:

1. The publication of the international scientific journal SHILAP Revista de lepidopterología, which will include articles on empirical and technical research in all areas of Lepidopterology (systematics, taxonomy, phylogeny, morphology, bionomics, ecology, faunistic and zoogeography, also bibliographical works or on the history of Lepidopterology, as well as reviews of books on these subjects), from all regions of the world, with special interest in studies that in one way or another have relevance in conservation biology. Each volume will consist of four annual issues (one volume per year) in March, June, September, and December, and will be published in English, French, German, Italian, Portuguese, Spanish and German, the official languages of the journal.

2. The creation of the Committee for the Protection of Nature, which will be part of the SHILAP Scientific Project called Faúnula Lepidopterológica Ibérica, Baleárica y Macaronésica, to apply for authorizations to collect Lepidoptera for scientific purposes in Spain and to be able to develop our research and projects.

3. The creation of a Library that will be formed with the journals and books obtained by exchange, donation, or purchase.

4. Any other type of scientific-technical activity proposed by the Council and approved by the General Assembly.

Article 6.- The registered office of the Sociedad Hispano-Luso-Americana de Lepidopterología (SHILAP), shall currently be as follows:

Unidad de Protección de Cultivos

E. T. S. de Ingeniería Agronómica, Alimentaria y de Biosistemas
Universidad Politécnica de Madrid

Avenida Puerta de Hierro, 2

E-28040 Madrid

ESPAÑA / SPAIN

CHAPTER II

Members

Article 7.- The Society shall be made up of Honorary, Ordinary and Student Members.

Article 8.- Honorary Members are those persons who, due to their dedication to the study of Lepidopterology or due to special circumstances, have sufficient merit, in the opinion of the General Assembly, on proposal of the Council, to be granted this special distinction. They shall receive a Diploma of Honor, free publications of the Society and shall be exempt from payment of the Annual Membership Fee. They shall have all the privileges of other members.

Article 9.- Persons interested in becoming members of the Society shall submit a written request on paper or electronically to the Secretary General, who shall send them the Certificate of Admission, which they shall complete and sign, and return by the same means.

The Certificate, once completed, shall be sent to the Admissions Committee, which shall study it and inform the applicant of its decision.

Admitted members shall be informed by the Secretary General and shall receive a copy of the Statutes, the List of Members making up the Society and a Certificate certifying their status as such, which shall be returned to the Secretary General when this status is lost.

The new members shall become effective when their names are pronounced by the Secretary General at the General Assembly and are entered in the Members' Book.

Article 10.- The Ordinary Members shall have the following RIGHTS:

1. To receive the publications of the Society.

2. To receive the Membership Card.

3. To attend and vote at the General Assembly, either in person or by proxy.

4. To be elected to and hold office on the Council.

5. To promote new members.

6. To the services and activities to be created in the Society.

7. To publish their studies and notes in SHILAP Revista de lepidopterología, subject to acceptance by the Editorial Board.

Article 11.- The Ordinary Members shall have the following OBLIGATIONS:

1. To pay the Annual Members Fee as estimated by the General Assembly, which shall be payable before January 31st of each year.

2. To comply with the Articles of Association.

3. To comply with the obligations of the position to which he is elected within the Company.

4. To attend and vote at the General Assembly, in person or by proxy.

5. To ensure the prestige and proper functioning of the Society.

6. To assume an ethical attitude in defense of Nature, in pursuit of its conservation.

Article 12.- The Ordinary Members shall be TERMINATED:

1. By voluntary resignation, communicated in writing on paper or electronically, to the Secretary General.

2. For non-payment of the Annual Fee within the time limit set by the Council.

3. For serious reasons that are considered by the Council in an extraordinary meeting and after a report to the General Assembly.

Article 13.- The Student Members (Spain) are those persons who are pursuing official studies and who, on presentation of the appropriate documentation, can prove it. They may not remain in this condition for a period of more than 5 years, nor may they be elected to positions on the Council.

Article 14.- The Student Members shall have the following RIGHTS:

1. To receive the publications of the Society.

2. To receive the Membership Card.

3. To attend and vote at the General Assembly, either in person or by proxy.

4. To promote new members.

5. To the services and activities to be created in the Society.

6. To publish their studies and notes in SHILAP Revista de lepidopterología, subject to acceptance by the Editorial Board.

7. To a discount on the Annual Members Fee that the Council deems appropriate.

Article 15.- The Student Members shall have the following OBLIGATIONS:

1. To pay the Annual Fee as deemed appropriate by the General Assembly, which shall be paid before January 31st of each year.

2. To comply with the Articles of Association.

3. To attend and vote at the General Assembly, in person or by proxy.

4. To ensure the prestige and proper functioning of the Society.

5. To assume an ethical attitude in defense of Nature, in pursuit of its conservation.

Article 16.- The Student Members shall LOSE THEIR STATUS:

1. By voluntary resignation, communicated in writing on paper or electronically, to the Secretary General.

2. Failure to pay the Annual Fee within the time limit set by the Council.

3. For serious reasons that are considered by the Council in an extraordinary meeting and after a report to the General Assembly.

4. On having remained in this condition for a period equal to 5 years, becoming a Ordinary Member.

CHAPTER III

Governance and operation of the Society

Article 17.- The government of the Society shall reside in the General Assembly, which shall be made up of all its members and shall be exercised by the Council elected by the General Assembly every two years.

Article 18.- The General Assembly shall meet in Ordinary Session on a mandatory basis once a year, during the month of November, the date being decided by the Council.

The notice of the General Assembly shall be communicated to the members in writing, on paper or electronically, stating the place, day, and time of the meeting, as well as the agenda for the Assembly. At least 15 days must elapse between the notice and the date set for the Assembly to be held on first call, and the date and time of the General Assembly meeting on second call may also be stated if appropriate, with no less than one hour elapsing between the first and second call.

Article 19.- The General Assembly shall meet in Extraordinary Session at the request of the President or when proposed by half plus one of the Members of the Society in writing, on paper or electronically. The Council shall inform of the date of this Assembly and shall convene the members at least 15 days after receiving the request.

Article 20.- The Ordinary Session of the General Assembly shall proceed and have the following responsibilities:

1. Presentation and, if applicable, approval of the minutes of the previous Session.

2. Election, every two years of the Council.

3. Presentation and, where appropriate, approval of the Treasurer's report.

4. Setting, on the proposal of the Council, of the annual fees and income.

5. Appointment, at the proposal of the Council, of Honorary Members.

6. Presentation and admission of new members.

7. Designation of the lines to be followed.

8. Any others that are included in these Statutes.

Article 21.- The Extraordinary General Assembly shall have the following powers:

1. Dissolution of the Society.

2. Dissolution of the Council.

3. Modification of the Statutes.

4. Knowledge and, where appropriate, approval of the expulsion of members, at the proposal of the Council.

5. Any others that are included in these Statutes.

Article 22.- The General Assembly, both ordinary and extraordinary, shall be validly constituted, on first call, when one third of the members with voting rights are present, and on second call, whatever the number of members with voting rights, no special quorum being necessary.

Article 23.- Resolutions at the Ordinary Session of the General Assembly shall be passed by a simple majority of the votes of the members present or represented, when the affirmative votes outnumber the negative votes, with null votes, blank votes and abstentions not being counted for these purposes.

Article 24.- Resolutions at the Extraordinary General Assembly shall be passed by two thirds of the total number of members present or represented.

CHAPTER IV

The Council

Article 25.- The Society shall be managed and represented by a Council consisting of the President and the Secretary General.

The Vice-President, the Vice-Secretary, the Treasurer, the Vice-Treasurer, and the Advisory Council may also form part of the Council.

Only members may form part of the Council, provided that they are of legal age, are in full use of their civil rights and are not subject to any incompatibilities established in the legislation in force.

All positions on the Council shall be free of charge. They shall be appointed and revoked by the General Assembly and their term of office shall be two years.

Article 26.- The Council shall meet periodically, reaching agreements by majority vote, and in the event of a tie, the President shall have the casting vote. An Extraordinary Session may also be called when the President or two members of the Council so decide.

The powers of the Council, in general, shall extend to all acts pertaining to the purposes of the Society, provided that, according to these Statutes, they do not require the express authorization of the General Assembly.

The powers of the Council, in particular:

1. To direct the corporate activities and to carry out the economic and administrative management of the Society, agreeing to enter into the appropriate contracts and acts.

2. To execute the resolutions of the General Assembly.

3. To draw up and submit the annual accounts and balance sheets to the General Meeting for approval.

4. To decide on the admission of new members.

5. To appoint delegates for a specific activity of the Society.

6. Any other powers that do not fall within the exclusive competence of the General Assembly of members.

Article 27.- The President shall be the legal and official representative of the Society in all its public and private acts, shall establish, together with the Secretary General, the Agenda of the General Assembly and of the meetings of the Council, chairing them, directing the debates, and maintaining order. He shall authorize with his signature all documents of the Society.

He shall adopt any urgent measure that the good running of the Society may require or that may be necessary in the development of its activities, without prejudice to the subsequent reporting to the Council.

Article 28.- The Vice-President shall substitute the President in the event of absence, delegation, or resignation of the latter and shall have all the same powers as the President.

Article 29.- The Secretary General shall advise the President, issuing, in agreement with the latter, the Summons and preparing the agenda of the sessions of the General Assembly and of the Council, drawing up the Minutes of these and certifying, with the approval of the President, the agreements reached. He shall be in charge of scientific and administrative correspondence, as well as publications and their distribution; he shall issue certifications, keep the books of the Society, the membership file and the custody of the documentation that is generated, ensuring that communications on the appointment of Council and other registrable social agreements are sent to the corresponding Registers, as well as the fulfilment of the documentary obligations in the terms that legally correspond.

Article 30.- The Vice-Secretary shall substitute the Secretary General in the event of absence, delegation, or resignation of the latter and shall have all the same attributions.

Article 31.- The Treasurer shall be responsible for the administration of the Society's funds from the collection of fees and other income and shall make the payments ordered and authorized by the President. He shall present his report and balance sheet to the General Assembly at the annual Ordinary Session, keeping the Council informed of the economic and social state of the Society.

Article 32.- The Vice-Treasurer shall substitute the Treasurer in the event of absence, delegation, or resignation of the latter and shall have all the same attributions.

Article 33.- The Advisory Council shall be made up of a maximum of 10 members who shall be elected by the Council for a period of two years, who may be re-elected. The Advisors shall have the obligations inherent to their position as members of the Council, as well as those arising from the delegations or work commissions entrusted to them by the Council itself; they shall be Spanish or foreign personalities, whose experience will help in the development of the social objectives and especially in their scientific orientation.

Article 34.- The Council shall cease to hold office when:

1. The two years of their term of office for which they were elected and were not re-elected have passed. In this case, they shall continue to hold office until such time as their replacements are accepted.

2. By voluntary resignation communicated in writing, on paper or electronically, to the Secretary General.

3. Vacancies arising for these reasons shall be provisionally filled by the other members until the definitive election by the General Assembly.

4. When the General Assembly, in Extraordinary Session, so decides.

CHAPTER V

Financial Resources

Article 35.- In order to carry out its activities, the Society has a Foundational Patrimony of thirty thousand pesetas (30,000 pesetas = 180.30 euros).

Article 36.- The financial resources foreseen for the development of the aims and activities of the Society shall be as follows:

1. The Membership Fees, periodic or extraordinary, which may be modified by the General Assembly at the proposal of the Council.

2. Subsidies, legacies or inheritances that may be legally received from members or third parties.

3. Any other lawful resources.

Article 37.- The financial year of the Association shall be annual and shall end on 31st October of each year.

CHAPTER VI

Dissolution

Article 38.- The Society shall be dissolved voluntarily when so resolved by the Extraordinary General Assembly, convened for this purpose, in accordance with the provisions of Article 21 of these Statutes.

Article 39.- In the event of dissolution of the Society, and once the debts have been extinguished, the Social Patrimony, if any, shall pass to the E.T.S. de Ingeniería Agronómica, Alimentaria y de Biosistemas in Madrid, Spain, which shall not affect the non-profit nature of the Society.