DRAWN UP PURSUANT TO NUMBER 2 OF ARTICLE 64
OF THE NOTARY CODE OF PORTUGAL
«“CEM - CONFRARIA ENOGASTRONÓMICA DA MADEIRA”
STATUTES
ARTICLE
1
DESIGNATION
The association is designated
C.E.M. - Confraria Enogastronómica da Madeira, which shall follow the present
statutes and further applicable legislation.
Article
2
HEADQUARTERS
AND AREA OF ACTION
1) The confraternity has its
headquarters on Rua do Mercado, Estreito Câmara Lobos, Câmara de Lobos,
and its area of action is of regional scope.
2) The confraternity can change its
headquarters to another place of the Autonomous Region of Madeira, by
deliberation of the General Assembly.
3) The confraternity may have representatives
in the several municipalities of the national territory or abroad, with the
designation of ambassador confrere.
4) The Confraternity’s tax registration
number is 511158912.
Article 3
MISSION AND GOALS
1) The confraternity is a juridical person of private right, without
profitable ends, and its mission is to defend, preserve, promote, disseminate, honor
and reinforce the reputation of the bacchic and gastronomic culture of the
Autonomous Region of Madeira, including its ways and customs, its traditions
and the techniques and technologies inherent to its production, namely:
a) Gastronomic products and all the flavors and traditions which are
associated to it;
b) Secular gastronomy with tradition in the Autonomous Region of Madeira,
including desserts and all the associated knowledge and flavors;
c) Wines produced in the Autonomous Region of Madeira;
d) Regional artisanal products (sugar cane honey, bee honey, brandy/rum,
liquors, among others);
e) Regional agriculture, cattle breeding and fishing;
f) Production units (sugar cane devices, liquor producers, mills and
similar).
2) The confraternity shall act with full independence and political and
religious impartiality.
3) The confraternity represents its confreres, in the defense of their
interests in the scope defined in the statutes before the official entities and
other similar associations, at a regional, national and international level.
4) The confraternity is constituted by the grantors of the contract of
constitution and by the further associates that shall come to be admitted in
the terms of these statutes.
Article 4
RESPONSIBILITIES
For the fulfillment of its purposes, the confraternity has the following
responsibilities:
a) To promote and work in order to make the Autonomous Region of Madeira
a gastronomic and wine reference worldwide;
b) To promote, disseminate and defend the demarcation of references
genuinely typically gastronomic and vinic in each municipality of the Autonomous Region of Madeira;
c) To promote a sane and fruitful collaboration with institutions,
organisms, public and private services, both regional, national and foreign;
d) To organize get-togethers, meetings, parties, receptions, banquets,
tastings, contests, conferences, fairs, cultural tours and other expressions of
Madeira’s oenogastronomy and the reinforcement of the bonds between confreres;
e) To support the study and dissemination of projects about the bacchic
and gastronomic culture of the Autonomous Region of Madeira;
f) To promote and support initiatives which lead to the Autonomous
Region of Madeira’s catering industry managers’ awareness of the authenticity
and characteristics of Madeira’s oenogastronomy;
g) To establish contacts with producers, farmers, fishermen, economic
agents, public and private entities linked to the Autonomous Region of
Madeira’s bacchic and gastronomic culture and its derivatives;
h) To foster the consumption of the oenogastronomic products of the
Autonomous Region of Madeira;
i) To establish and maintain relations with the national and foreign associations
with similar purposes and which it can associate with, or establish protocols
and interchanges;
j) To promote and implement the principle of good relations, solidarity,
cordiality and union as characteristic behavior among people connected by the
goals of their confraternity;
k) To develop the activities and services which meet the scope of its
object and contribute to the execution of its purposes.
Article
5
OF
THE CONFRERES
The confraternity shall have five
categories of confreres:
a) Confrades
Beneméritos (Distinguished Confreres): all those whose services rendered to
the confraternity may be considered of true charity or dedication;
b) Confrades
de Honra (Confreres of Honor): singular people who are not confreres and
who render relevant services to the confraternity or to the causes of their
social object;
c) Confrades
de Número (Confreres of Number): all those who manifest the desire to be
admitted into the confraternity and are proposed to the Executive Board by a confrere
in full use of their rights;
d) Confrades
Embaixador (Ambassador Confrere): the confreres who by appointment of the Executive
Board represent the confraternity with other confraternities, and
e) Confrades
Amigos (Friends Confreres): are singular people belonging to other confraternities,
who manifest the desire to be our confreres and may not be number confreres.
Article
6
OF
THE LOSS OF STATUS OF CONFRERE
1) The loss of the status of confrere only
occurs by death, resignation request or
exclusion.
2) The exclusion is due to:
a) Infringement of the present statutes
or the internal regulations;
b) Poor attendance to the initiatives of
the confraternity, for the period of one year;
c) Lack of payment of their obligations,
after being requested to do so in sixty days;
d) Disobedience;
e) Reprehensible or scandalous behavior,
and
f) Misconduct which is harmful to the confraternity
or to the dignity of the confreres.
3) The exclusion depends on the previous
hearing of the person concerned and becomes effective by deliberation of the General
Assembly.
Article
7
OF
THE DUTIES OF THE CONFRERES
The duties of the confreres are:
a) To carry out the functions they were
elected or chosen for, except if the excuse motive is concededly substantiated;
b) To strive for the defense of the confraternity
and act in order to execute its statutory goals;
c) To comply with the entry fee, membership
fees and other contributions, set by the General Assembly, even of exceptional
nature for special ends, and
d) To observe what may be applied in the
statutes, internal regulations and comply with the resolutions of the General
Assembly.
Article
8
THE
ENTHRONEMENT OF THE CONFRERES
1) The enthronement of the confreres in
the several categories shall be held every year in the Grande Capítulo (Grand
Chapter) ceremony, and it gives the right to wear the appropriate costumes and
insignias.
2) Before the enthronement the confreres
shall be informed of the values inherent to such act.
Article
9
BODIES
OF THE CONFRATERNITY
1) The bodies of the confraternity are:
a) The General Assembly;
b)
The Executive Board, and
c) The Fiscal Council.
2) The positions shall be executed
without remuneration and their mandate will be three years long.
3) The re-election of those with
positions in the bodies of the confraternity is allowed up to three consecutive
mandates.
Article
10
RESPONSIBILITY
AND FORM OF OPERATION
The responsibility and form of operation
of the General Assembly, of the Executive Board and the Fiscal Council, are the
approved in the legal provisions currently in force, namely in the articles one
hundred and seventy to one hundred and eight four of the Civil Code and in the
present statutes.
Article
11
GENERAL
ASSEMBLY
1) The General Assembly is constituted
by all the number confreres in full use of their statutory rights.
2) The General Assembly is constituted
by a president, a vice-president and a secretary.
3) In the impediment or absence of one
of its members, the choice of a replacement among the confreres present must
follow.
4) The deliberations are taken by
absolute majority of votes of the confreres present, being each confrere
entitled to one vote.
5) The General Assembly shall meet, without
fail, twice a year; until March 31 to assess and approve the annual report of
the previous year, and another until November 30 for budget assessment and plan
of activities for the following year. For the purpose of the election of the holder
of a position in a body of the confraternity the General Assembly will meet
until May 31, when needed.
6) The swearing of the confraternity
bodies shall take place after the approval of the annual report of the prior
year and after holding the following Grande Capítulo (Grand Chapter).
7) The General Assembly shall be
summoned by letter or electronic means with at least fifteen days’ notice; it
is deemed to be legally assembled with the presence of at least half of the confreres
in full enjoyment of their rights; if at the indicated time there is no quorum,
the General Assembly will be considered legally constituted thirty minutes
later with any number of confreres.
8) The General Assembly shall meet exceptionally
on its president’s initiative, at request of the executive board or at the
request of at least twenty percent of the confreres in full enjoyment of their
rights.
Article
12
EXECUTIVE
BOARD
1) The Executive Board is composed of
five members that shall use the following designations:
a) President, who will preside;
b) Vice-president, who shall replace the
president;
c) Secretary;
d) Treasurer, and
e) Member of the Board.
2) It is the president’s function to
foster the action of the confraternity, representing it in and out of court and
in all official acts.
2.1) In their impediments and absences
shall be replaced by the vice-president, with equal powers and duties.
3) It is the responsibility of the Executive
Board to guide, direct and execute the works and action inherent to the conduct
of the confraternity within the scope of its powers, namely:
a) To direct, manage, represent and protect
the interests of the confraternity;
b) To comply and ensure the compliance
to the statutes and resolutions of the General Assembly;
c) To elaborate internal regulations and
propose their adoption to the General Assembly;
d) To admit the Confrades de Número e Amigos
(Number and Friends Confreres), to appoint and exonerate the Confrades Embaixadores
(Ambassador Confreres) and propose to the General Assembly the appointment of
the Confrades Beneméritos (Distinguished Confreres) and de Honra (Confreres of
Honor);
e) To apply sanctions to the confreres
and propose their exclusion;
f) To represent the confraternity in any
deeds, contracts or acts;
g) To elaborate the annual report, the
plan of activities and budget, to be submitted to the General Assembly, after assessment
of the Fiscal Council.
h) To decide, under assessment of the
Fiscal Council and General Assembly, about the filiation of the Confraternity
in National or International Organisms.
4) To commit the confraternity, three
signatures of the elements of the Executive Board are required; for acts of simple
expedient two signatures are sufficient.
ARTICLE
13
FISCAL
COUNCIL
1) The Fiscal Council is constituted by
three confreres, referred to as president, vice-president and rapporteur.
2) It is the Fiscal Council’s function:
a) To check the revenue and expenditure
documents, the legality of the payments made and to carry out the verification
of the revenue and expenditure balances;
b) To examine the accounting of the confraternity;
c) To verify the existence of stocks and
control the patrimony of the confraternity;
d) To give its views on consultations
that may be presented by the Executive Board and take part in them, on matters within
its competence, and
e) To give its views on the annual
report to be presented to the General Assembly.
ARTICLE
14
SIMBOLOGY
1) The confraternity uses its own symbols.
2) The symbols of the confraternity are:
a) The badge;
b) The banner;
c) The costume, the cape, the hat, the
tambuladeira (a piece with which the new members are toasted) and the scapular,
and
d) The hymn.
ARTICLE
15
REVENUES
OF THE CONFRATERNITY
1) The revenues of the confraternity
are:
a)
The voluntary subscriptions, donations, legacies and subsidies;
b) The entry fee and membership fees of
the confreres;
c) The money from events, parties, get-togethers
and of other activities of the confraternity;
d) The ones from the alienation or encumbrance
of its patrimony;
e) Any others which have the approval of
the General Assembly.
2) The sums of the entry fee, membership
fees and other contributions of one-off or periodical nature shall be set by
the General Assembly.
ARTICLE
16
ENTRY
INTO FORCE
1) The present statutes come into force
after the signing of the alteration deed.
2) To the doubts and omissions that its writing
may raise, the internal regulations are applied, whose approval and change are
of the responsibility of the General Assembly, as well as the applicable
existing legislation.
ARTICLE
17
DISSOLUTION
1) In case of dissolution, which can
only be approved with the favorable vote of three quarters of the number of all
associates in full use of their statutory rights, a winding-up commission shall
be constituted by five members authorized for the purpose.
2) The destination of the social
patrimony shall be set in the same General Assembly meeting which shall decide
upon the dissolution.
