Name of the Association: When the Strong Reveal Themselves – Sea of Love
Registration Number: 580818359
Standard Association Bylaws with Standard Modifications
Section A: Membership
1. Admission of Members
(a) The founders of the Association shall be members from the date of its registration in the Register of Associations.
(b) Any individual wishing to become a member shall submit to the Board an application in the following wording:
“I, (name, address, and identification number), request to become a member of the Association (name of the Association). I am familiar with the purposes and bylaws of the Association. If accepted as a member, I undertake to comply with the bylaws and the decisions of the general assembly of the Association.”
(c) The decision to accept or reject an applicant lies with the Board. If the Board refuses the application, the applicant may appeal the refusal before the next general assembly.
2. Rights and Obligations of a Member
(a) A member is entitled to participate and vote in any general assembly and shall have one vote in each vote. The member is eligible to be elected to the Board or to the Audit Committee.
(b) A member is entitled to participate in the activities of the Association and to benefit from its services.
(c) The Board, with approval from the general assembly, may set membership dues, which all members must pay.
(d) Termination of membership does not exempt a member from paying any outstanding dues owed to the Association for the period up until membership termination.
3. Termination of Membership
(a) Membership in the Association shall terminate in the following cases:
- Upon the death of the member, or in the case of a corporation- upon its dissolution.
- Upon resignation from the Association; a written notice of resignation shall be submitted to the Board 30 days in advance.
- Upon expulsion from the Association.
(b) The general assembly may, upon recommendation of the Board, decide to expel a member for any of the following reasons:
- Failure to pay dues owed to the Association.
- Breach of the bylaws or of a decision of the general assembly.
- Acting contrary to the objectives of the Association.
- Conviction of an offense which, by its nature, severity, or circumstances, renders the member unfit to serve as a member of the Association.
(c) The Board shall not recommend expulsion to the general assembly unless the member has been given a fair opportunity to present their arguments, and no recommendation may be made based on subsections (b)(1), (2), or (3) unless the member has previously been warned and given reasonable time to correct the violation.
4. Notices to Members
Any notice, demand, warning, or other communication from the Association to a member shall be delivered in writing, either by hand, by email to the address provided by the member, or by regular mail to the address listed in the members registry. The member may request in writing that the Association update their mailing or email address.
Section B: The General Assembly
5. Time and Place
The date, hour, and location of the general assembly shall be determined by the Board.
6. Convening the Assembly
The general assembly shall be convened by a notice delivered to each member at least ten days in advance, specifying the date, time, place, and agenda.
7. Ordinary General Assembly
An ordinary general assembly shall:
- Hear reports on the activities of the Board and the Audit Committee.
- Discuss these reports and the financial statement submitted by the Board.
- Decide on their approval.
- Elect the Board and the Audit Committee.
8. Quorum
(a) A general assembly shall not open unless at least one quarter of the Association’s members are present. If this quorum exists at the opening of the meeting, it may continue even if the number of attendees decreases.
(b) If the required quorum is not present within one hour of the scheduled time, the assembly shall be considered adjourned to the same day in the following week, at the same time and place, without need for a new notice. At the adjourned assembly, the attendees may discuss and decide regardless of their number.
9. Chairperson and Secretary
The general assembly shall elect from among its members a chairperson and a secretary for the meeting.
10. Decisions
Decisions of the general assembly shall be adopted by a majority of the votes cast, unless the law or these bylaws require a different majority. In the event of a tie, the chairperson may cast the deciding vote.
11. Minutes
The secretary of the general assembly shall keep minutes of the meeting.
Section C: The Board
12. Number of Board Members
The number of Board members shall be determined by the general assembly and shall not be fewer than two.
13. Term of Office
(a) The Board shall serve from its election until a new Board is elected by the general assembly. Outgoing Board members may be re-elected.
(b) A Board member may resign at any time by submitting written notice to the Board. A Board member shall cease serving if declared legally incompetent or bankrupt.
14. Filling Vacancies
(a) If a Board member’s position becomes vacant, the remaining Board members may appoint another Association member to serve until the next general assembly. Until such appointment, the remaining members may continue to function as the Board.
(b) If a Board member is unable to perform his/her duties, the remaining Board members may appoint another Association member to serve temporarily until the member resumes their duties.
15. Board Meetings
The Board may determine the schedule of its meetings, how they are convened, the required quorum, and how meetings are conducted.
16. Board Decisions
Board decisions shall be made by majority vote. In case of a tie, the proposal is rejected. A unanimous written decision of all Board members shall be valid even without holding a meeting.
17. Minutes
The Board shall keep minutes of its meetings and decisions.
18. Authority to Sign
The Board shall authorize two or more members or employees of the Association to sign on behalf of the Association on documents binding it, and to perform actions within the Board’s authority. The joint signatures of two authorized signatories shall bind the Association.
Section D: Audit Committee
19. Applicability
The provisions of clauses 12-17 shall apply, mutatis mutandis, to the Audit Committee.
Section E: Branches
20. Establishment of Branches
The Association may, by decision of the general assembly, establish branches and determine their structure and the administration of their affairs.
Section F: Assets Upon Dissolution
21. Distribution of Remaining Assets
If the Association dissolves and assets remain after all debts have been paid, they shall be transferred to another public institution with similar purposes, as defined in Section 9(2) of the Income Tax Ordinance. They shall not be distributed among the members.
22. Use of Assets
The assets and income of the Association shall be used solely for its purposes. Distribution of profits or any form of benefit to its members is strictly prohibited.