General Assembly

General Assembly

The General Assembly is the supreme governing body of the Association and comprises all of its members. Its legally adopted resolutions are binding for all its members, notwithstanding their possibility to appeal.

The plenary meeting of the General Assembly shall comprise all ASEMER members with full rights. The General Assembly of Members may be convoked with ordinary or extraordinary character.

It is compulsory for the Ordinary General Assembly to take place once a year, within the first semester of each financial year, in order to advise on the management of the Association, to approve the budget, the revenue and expenses of the previous financial year, as well as to define the path to be followed by ASEMER during the respective financial year.

The Extraordinary Assembly shall meet whenever deemed necessary or convenient by the Board of Directors, or when requested by the members with right to vote representing at least twenty-five percent (25%) of the total registered members with this right. The respective request shall be addressed to the Board, specifying the agenda and aspects to be discussed.

The Board of Directors shall convoke the requested Extraordinary Assembly, which shall be held within maximum thirty (30) working days since the receipt of the convocation request by the Board of Directors.

The General Assembly of Members, both ordinary or extraordinary, shall be convoked by the President of the Association by means of notice transmitted to all members with at least 15 working days in advance, indicating the date, time and location of the meeting, both on first and second convocation, as well as the agenda under discussion.

The agenda shall be established by the Board of Directors. In the case of extraordinary meetings, requested in a binding manner, the points proposed by the conveners must be included mandatorily in the agenda.

All members may take part in the General Assembly, but the right to vote shall only be exercised by the members granted with this right as per the conditions provided for under the Statute.

The General Assembly of Members cannot debate additional subjects apart from the ones mentioned in the agenda of the convoked meeting. If a member considers necessary to bring into discussion in the General Assembly a subject which was not mentioned as per the respective agenda, he/she must request in writing to the Board of Directors to include the respective subject, for the latter to decide on its approval or, on the contrary, its deferment for the next session of the assembly.

In order for the General Assembly of Members to be held validly on the first convocation, half plus one of the permanent members of the Association must be present.

The second convocation of the General Assembly of Members, which shall occur thirty minutes after the announcement of the first convocation, shall be validly held in the same place and date, regardless of the number of attending members.

The participants must be identified with a national identity document or passport.

The President of the General Assembly of Members shall have the same position in the Board of Directors, and in its absence the position shall be taken by the Prime Vice-President.

If both are absent, the Board of Directors shall appoint the President. The President shall give the floor to anyone requesting it, shall lead discussions and ensure the proper conduct of the meeting.

The Secretary of the General Assembly of Members shall be the same person holding this position in the Board of Directors, and in his/her absence, another member of the Board shall be appointed, who shall draft the minutes of the session, to be approved in the same meeting or in the following. The decisions comprised in the minutes shall be binding starting with their adoption by the Assembly. The minutes of the General Assembly sessions shall be recorded in a minute book. The minutes shall be signed by the President, the Secretary and two members of the Board of Directors.

The decisions of the General Assembly of Members shall be adopted by vote, by simple majority; in the event of a tie vote, the President’s vote shall be decisive.

The valid vote of a non-attending member may be delegated to another member who also has the right to vote in the Assembly, in accordance to the Statute.

The General Assembly of the Members has the following exclusive powers:

  • To establish the strategy and general objectives of the Association;
  • To approve the budget of revenue and expenses, the balance sheet and settlement of accounts;
  • To approve the setting up of subsidiaries;
  • To adopt decisions regarding the representation, management and protection of the interests of its members;
  • To appoint and revoke members of the Board of Directors, the auditor or the Board of Statutory Auditors;
  • To advise regarding the management of the actions undertaken by the Board of Directors and to approve the annual activity report;
  • To approve extraordinary amounts;
  • To approve and amend the Statute, the Certificate of Incorporation and the Regulations in accordance with the legislation in force;
  • To decide on the dissolution and liquidation of the Association;
  • To decide on any other duties imposed by law or by the Statute.

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