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Statutes

TERRITORIO MUDÉJAR

TERRITORIO MUDÉJAR ASSOCIATION

CHAPTER I. NAME, REGISTERED ADDRESS AND SCOPE OF ACTION


Article 1.- Name nature, legal personality and standing.

Pursuant to Article 22 of the Constitution, and in accordance with the legal regime of Organic Law 1/2002, passed on 22 March, which regulates the Right to Association and its supplementary provisions (Derecho de Asociación) holding full legal standing and hereby empowered to act, operating as a non-profit organisation, the association named TERRITORIO MUDÉJAR Association is duly founded comprised of those municipalities linked to Mudejar Art in the Community of Aragon, throughout its entire extension: architecture, chattels and real estate, town-planning, adherent territories, population, society, culture and any other scenarios included in the listing of the intangible heritage associated to Mudejar culture.

Article 2.- Term.

This Association is founded on a permanent basis and is intended to remain operational in the long-term. Nonetheless, should at any time the aims inherent to the Association’s operation be deemed fulfilled or their fulfilment become untenable, the partners, through the ruling passed during an Extraordinary General Assembly, may agree to terminate the latter, in accordance with the provisions of its Statutes.

Article 3.- Nationality and registered address.

  1. The association created will be of Spanish nationality.
  2. The Association’s registered address will be located in the: City Council of Tobed, plaza de San Pedro, 1 Tobed, Postal Code 50.325
  3. The Association, through an agreement reached by the Board of Directors and duly approved in the Assembly, may establish whichever delegations and branches in the partner localities who so request this, and specifically in those that hold the status of UNESCO World Heritage.
  4. The Board of Directors will be able to pursue the change of its registered address, through the timely statutory modification.

Article 4.- Scope of action.

The TERRITORIO MUDÉJAR Association will undertake its activities throughout the entire territory of the Autonomous Community of Aragon, and more specifically in the province of Zaragoza, notwithstanding its participation or cooperation with other national and supranational bodies, alongside the fact that actions of all nature it embarks upon may be undertaken outside of the territory of Aragon.
In any event, its endeavours will affect mainly the specific territories and areas of influence set out by the powers conferred upon its founding partners and new associates throughout the activities undertaken by the Association.
Adherent territories acting as founding partners:
  •  City Council of Aniñón
  • City Council of Ateca
  • City Council of Belmonte de Gracián
  • City Council of Borja
  • City Council of Calatayud
  • City Council of Cervera de la Cañada
  • City Council of Cosuenda
  • City Council of Daroca
  • City Council of La Almunia de Doña Godina
  • City Council of Longares
  • City Council of Maluenda
  • City Council of Mesones de Isuela
  • City Council of Quinto
  • City Council of Ricla
  • City Council of Romanos
  • City Council of Tauste
  • City Council of Terrer
  • City Council of Tobed
  • City Council of Torralba de Ribota
  • City Council of Villar de los Navarros


CHAPTER II. PURPOSE AND ACTIVITIES


Article 5. Purpose. The Association has as its main aim the boosting and promotion of activities geared towards the studying, dissemination and promotion of Mudejar Art in Aragon throughout its entire extension: architecture, chattels and real estate, town-planning, adherent territories, population, society and culture; along with the fostering of art and heritage management initiatives that act towards these being better valued, conserved and known.

Article 6. Activities

  1. Namely to foster and develop awareness of Mudejar Art in Aragon from within municipal bodies, companies, professionals and non-profit-making groups etc, geared towards the accomplishment of the purposes and aims outlined in these Statutes.
  2. Promote actions aimed at discovering and disseminating the municipalities and their corresponding territories under the auspice of the declaration of Mudejar Art in Aragón as a World Heritage Item (UNESCO 1986 and 2001).
  3. Aid in the management of and search for financing of projects that allow for the preservation, restoration and dissemination of the cultural assets, throughout its entire extension of the territories under the auspice of the declaration of Mudejar Art in Aragón as a World Heritage Item; as well as those while not specifically included in the UNESCO Listing that form part of the registry of Mudejar Art in Aragon considered World Heritage that scientifically support the candidacy.
  4. Boost whichever cultural and economic activities are deemed necessary to study, preserve, restore, maintain and enhance the cultural heritage of the localities that form part of the Association’s list of partners, and which are listed in CHAPTER I Article 4, alongside whichever municipalities later adhere to the Association as collaborators.
  5. Foster and develop study and research projects into the Mudejar period and their creative and development processes.
  6. Disclose on a national and international level the activities undertaken in the cultural centres affiliated to the Association through the exchange of publications, research papers and experiences, even contacting with centres located in other municipalities, centres of a similar nature or existing associations in other autonomous communities or countries with similar concerns to those stated in the Statutes.
  7. Promote and collaborate with the Public Sector Administration in tasks of a social nature that facilitate the maintenance and enhancement of the partner populations forming the Association, which are listed in CHAPTER I Article 4, as well as the other figures adhering to the Association, assuming the provision of training and employment programmes.
  8. Facilitate activities with universities and cultural bodies operating locally, regionally, nationally and internationally with a view to disseminating the villages’ cultural heritage on a general level, focusing specifically on Mudejar aspects.
  9. Promote the creation and fostering of small and medium sized companies engaged in cultural, tourism and handicraft activities that encourage sustainable development in the region.
  10. Draft and update home-grown and sustainable development plans and programmes of a public or private nature.
  11. Foster collaborations with likeminded bodies or those with similar goals.
  12. Boost awareness on the part of younger generations of their villages’ heritage and their involvement in the Association’s projects, thus facilitating their collaboration in tasks geared towards cultural heritage’s protection and promotion.
  13. Plus, in short, support and encourage the start-up of actions in line with the heritage and cultural valuation policies set forth by UNESCO for the handling and harnessing of the cultural resources envisaged for and integrated progressively until achieving their impregnation into diverse socioeconomic activities in place in the partner localities and the municipalities adhering to the Association, seeking out the consolidation of the scientific, cultural and sustainable tourism offer, while creating suitable infrastructures.

Article 7. Development of purposes and aims.

The development of purposes and aims of the Association may be carried out in the following manner, which are listed by way of illustration rather than being exhaustive:
  1. Directly through the Association and following the action programme that must be approved in the Assembly based on the proposal made by the Board of Directors. In the programme, the Association’s activities for the duration of the same will be determined.
  2. Through contracts, tenders, agreements or conventions underwritten with public or private sector bodies, either to carry out these bodies’ programmes or to develop duly approved in-house Association action programmes.
  3. Participation in the creation of bodies with similar purposes.
  4. Participating in the development of activities with other bodies or legal persons who may accomplish the pursued purposes and aims.

CHAPTER III. REPRESENTATIVE BODY

Article 8. Board of Directors.

The Association will be governed and represented by a Board of Directors who will act as a body of governance, representation and administration, being thereby responsible for the compliance with and accomplishment of the Association’s aims and purposes.

Article 9. Composition and duration of term of office.

Composition:
  • The Board of Directors will be comprised of seven members and will adopt its resolutions through majority votes as established in these Statutes. The Board of Directors will be formed by the following posts: Chair, Deputy Chair, Secretary, Treasurer, Board Member 1, Board Member 2, Board Member 3.
  • Physical persons who are duly empowered to act and those who have not been disqualified for the holding of public posts can be members of the Board of Directors.
  • Legal persons that form part of the Board of Directors will appoint a physical person who represents them therein, who may be replaced at any time providing notification of such a decision to the latter.
  • The following will form part of the Board of Directors:
    • The Founding Institutions and Bodies designated in the Record of Incorporation, holding the status of founding members.
    • The legal and physical persons who are incorporated into the Association subsequent to the Record of Incorporation.
Term of Office:
  1. The Board of Directors will appoint a Chair from amongst the institutional partners that comprise it, for a term of four (4) years.
  2. The posts of the initial Board of Directors will be appointed in the Record of Incorporation.
  3. Physical persons as representatives of the institutions and bodies designated in the Record of Incorporation may hold the status of founding members of the Board of Directors. The physical persons who representing institutions and bodies that are incorporated into the Association subsequent to the Record of Incorporation may also be members of the Board of Directors.
  4. These will be appointed and removed by the Ordinary General Assembly and their term of office will have a duration of FOUR years, being thus renewed every four years.
  5. These may vacate their posts due to voluntary resignation notified of in writing to the Board of Directors, through breach of the obligations that had been entrusted to them or due to the expiration of their term of office.
  6. The members of the Board of Directors will perform their duties without receiving any remuneration of any sort for their posts.
  7. The members of the Board of Directors of the initial Board will be appointed amongst the founders and will be stated in the Record of Incorporation. Hereinafter, the appointment of the members of the Board of Directors will be made at the proposal of the Chair through resolutions taken in the Ordinary General Assembly.
Article 10. Replacement, cessation and suspension.

  1. Should a vacancy arise, within a maximum term of two months, the Board of Directors will appoint a person to occupy the foregoing.
  2. The members of the Board of Directors who had reached the end of the tenure for which they were elected, will continue to hold their posts until the approval of the persons who will replace them.

Article 11. Functioning.

The Board of Directors will meet however many times the Chair deems it necessary, though as a minimum, once per semester in ordinary session and in extraordinary session when the Chair has reason to call it, or when it is called in writing addressed to the Chair by half plus one of the partners, with the express detailing of the items to be dealt with and the signature of the conveners.
The meetings of the Board of Directors will be held following the announcement of the same issued by the Chair, through personal notification in writing with at least 48 hours’ forewarning to each one of the members. The place, date and time where the meeting will be held will be clearly stated, along with its agenda. The announcement will be made by electronic mail (e-mail), requiring confirmation of having received the latter issued to the address of the TERRITORIO MUDÉJAR Association, similarly sent by e-mail.
The resolutions that will be adopted, through simple majority of the members in attendance, once the body has been validly constituted, except when expressly provided for otherwise.

Article 12. Powers of the Board of Directors:

The powers of the Board of Directors will be extended to, in a general sense all acts inherent to the purposes of the Association, whenever these do not require, as per these Statutes, the express authorisation of the General Assembly. The specific Powers of the Board of Directors are namely to:
  1. Set the general approach of TERRITORIO MUDÉJAR’s functions in accordance with the statutory aims, controlling the economic and administrative management of the Association while approving working plans agreeing on how to perform the timely contracts and acts.
  2. Enforce the resolutions passed in the General Assembly.
  3. Draw up and submit the Balance Sheets, Income Statements and Annual Accounts for approval in the General Assembly.
  4. Rule on the admission of new associates, duly ratified by the General Assembly.
  5. Draw up and submit the appointment of the Chair for approval in the General Assembly.
  6. Appoint a Permanent Working Commission for the effective accomplishment of the Association’s purpose and aims.
  7. Create scientific committees on issues related to the Association’s purpose.
  8. Approve conventions with public or private sector collaborating bodies.
  9. Propose the admission of new members or the removal of those who contradict the Association’s aims.
  10. Delegate in the figure of the Chair all those powers that it deems timely, under the conditions that it itself establishes.
  11. Enter into loan agreements whose maturity terms is less than or equal to one year with financial institutions.
  12. Propose its dissolution or winding up to partners.
  13. Any other power that is not exclusively granted to the General Assembly of partners.

Article 13. The Chair.

Holding the representation of the Association vis-à-vis all manner of persons, authorities, entities or bodies, of a public or private nature corresponds to the Chair; who will convene the meetings of the Board of Directors, duly presiding these, leading their debates and, where applicable, enforcing resolutions, therefore being able to undertake all manner of actions, and sign whichever documents were required for the aforesaid purposes. The Chair will hold the casting vote to settle any ties that might occur in the voting processes performed within the Board of Directors.

Article 14. The Deputy Chair.

The Deputy Chair will replace the Chair in the latter’s absence, as a result of illness or on any other grounds and will hold the same powers as said Chair.

Article 15. The Secretary.

The Secretary will have amongst their duties:
  • Custodianship of all the documentation belonging to the Association, drafting minutes of the corresponding meetings held with the Board of Directors, issuing certifications and reports as necessary, and whichever tasks were delegated to them.
In the event of illness, absence or dismissal of the above, the Secretary’s duties will be performed by the Member appointed by the Board of Directors.

Article 16. The Treasurer.

The Treasurer will have amongst their duties:
  • Custodianship of the funds belonging to the Association and complying with payment orders issued by the Chair. In the event of illness, absence or dismissal of the above, the Treasurer’s duties will be performed by the Member appointed by the Board of Directors.

Article 17. Board Members.

The Board Members must cooperate toward the proper functioning of the Association. They will be able to request statements of accounts and supervise any of the premises, facilities, works and services undertaken by the body. They will be entrusted with the functions that the Board of Directors is empowered to delegate to them.

Article 18. The Permanent Commission.

  1. The Permanent Commission is a body that has as its aim coordinating the enforcement of resolutions passed in the Board of Directors with the Association’s Director or Manager, as well as exercising the executive powers conferred upon the latter by the Board of Directors.
  2. This Commission will be formed by the Chair, the Deputy Chair, the Treasurer and one Member of the Board of Directors. The Permanent Commission’s meetings will be attended by the Association’s Director or Manager, who will hold speaking rights but not be entitled to vote.
  3. Its session arrangement will be set by the Board of Directors. It will be validly founded when all of its members minus one third are in attendance, including the Chair and Secretary.
  4. The resolutions will be adopted through majority votes, without admitting abstentions or blank ballot papers. Should there be a tie, the Chair will have the casting vote.

Article 19. Management of the Association

The management and steering of the Association will be entrusted to a Director or Manager by the Board of Directors, who will be granted the powers that this body deems timely for the proper undertaking of their endeavours.

Article 20. The Director or Manager

  1. The TERRITORIO MUDÉJAR Association may appoint a Director or Manager proposed by the Permanent Commission, appointed by the Board of Directors and duly ratified in the Assembly as per the Chair’s proposal for a term of four (4) years, being able to renew their tenure for a further term or more, once the four year period has elapsed. Their appointment may solely be accepted by a person properly qualified to hold the post in the view of the Board of Directors and bearing in mind the nature of the full trust placed in them, they may be removed from the post at any time, should the latter deem it timely. The post of Director or Manager may NOT be given to a person holding the status of partner. They may receive remuneration for the exercise of their activities within the framework of a contractual agreement, including the entering into of an employment contract.
  2. The management and enforcement of the resolutions adopted by the Board of Directors, the powers to promote and follow proposals necessary with regard to the Association’s purposes and activities, along with whichever planning duties and functions are deemed timey for the proper accomplishment of the Association’s aims will be entrusted to the figure of Director or Manager.
  3. The Director or Manager will attend the meetings of the Board of Directors and will hold speaking rights but not be entitled to vote.
  4. The Director or Manager will receive the empowerments that the Board of Directors confers upon them to perform the following functions, namely to:
  5. Coordinate, promote and enforce the resolutions, schedules and programmes the Association devises through the Board of Directors.
  6. Draw up projects for annual action budgets, schedules and programmes, collaborate with the Board of Directors in this endeavour, assuming their undertaking once approved.
  7. Draft and report to the Board Directors whichever reports, studies and projects were requested of them.
  8. Draft and submit the annual report detailing the activities performed, as well as the expenses made.
  9. Order collections and payments without the regulations on implementing the Association’s budget.
  10. Perform general management and staffing tasks, issuing the precise instructions for this aim.
  11. Control, operate with and oversee expenses, payments and deposits.
  12. Attend the meetings of the Board of Directors and will hold speaking rights but not be entitled to vote
  13. Whichever other management or representative attributions that the Board of Directors grant to them for better and more streamlined operation of the Association.

Article 21. Experts’ Committee / Scientific Committee

The Board of Directors of the Association may form an Experts’ Committee / Scientific Committee, of a merely consultive nature, which will be formed, without limitation on its number, by figures of renowned prestige who accept the commission of the Board of Directors to comprehend and report on matters of their specialisation. CHAPTER IV. GENERAL ASSEMBLY

Article 22.

The General Assembly is the highest-ranking body of governance in the Association and will be formed all its associates.

Article 23.

The meetings of the General Assembly will be both ordinary and extraordinary. Ordinary meetings will be held once a year within the four months following the closure of the previous financial year. Extraordinary meetings will be held when the circumstances so advise it, in the view of the Chair, when the Board of Directors deems it timely or when it is proposed in writing by a tenth of the associates.

Article 24.

The announcement of the General Assemblies will be made in writing expressing the place, date and time of the meeting, along with the agenda and specific list of items to be discussed. Between the announcement and the date set aside for the holding of the meeting, there must be a period of fifteen days, being able to set the meeting to be held upon the second announcements, without there being a period of less than one hour between meetings.

Article 25.

The General Assemblies, both ordinary as well as extraordinary, will be deemed validly constituted upon first announcement when a third of the associates holding voting rights are in attendance, and upon second announcement regardless of the number of associates holding voting rights in attendance. The resolutions will be adopted by simple majority of the persons present or represented whenever positive votes exceed negative ones, not being countable for these purposes blank ballot papers or abstentions. The partners may delegate their representation to another partner. Resolutions involving the following matters will be adopted by qualified majority of those present or represented whenever positive votes exceed negative ones:
  1. Dissolution of the Association.
  2. Modification of the statutes.
  3. Drawing on or disposal of assets forming the Association’s real estate.
None of the members of the Assembly will receive any remuneration derived from their status as partner.

Article 26. The following are the powers of the Ordinary General Assembly:

  1. Approving the Board of Directors’ management.
  2. Examining and approving the Annual Accounts and Income Statements.
  3. Choosing members of the Board of Directors.
  4. Setting ordinary or extraordinary fees.
  5. Drawing on or disposing of the Association’s assets.
  6. Any other that is not a power attributed to any other associative body.

Article 27. The following require an agreement in the Extraordinary General Meeting duly convened for this purpose:

  1. Modification of the statutes.
  2. Dissolution of the Association.
  3. Integration into a federation.


CHAPTER IV. PARTNERS


Article 28. Partners.

Those municipalities which, through their representatives empowered to act, hold interest in the undertaking of the Association’s aims may become partners.

Article 29. Within the Association, the following classes of partners will exist:

  1.  a) Founding partners, who will be those taking part in the founding of the association.
With a view as not to limit to a reduced number of city councils chosen for the founding, it has been deemed timely that all of them may have the possibility of participating in the Association as Founding Partners with the right to representation, for which a series of fees have been established, listed below, bearing in that should they not wish to hold the status of Founding Member, they can always adhere to the figure named Mudejar Friends as established in the Statutes. The contribution or annual fee for Founding Partners of the TERRITORIO MUDÉJAR Association will stand at the amounts detailed below, depending on the population size of the participant municipalities.
  • Municipalities up to 1000 inhabitants: 500 euros
  • Municipalities of between 1001 and 5000 inhabitants: 1000 euros
  • Municipalities of more than 5001 inhabitants: 2000 euros
  1. b) Numbered Partners, who will be admitted following the Association’s founding, with their rights and obligations being the same as those held by Founding Partners from their affiliation as partners onwards.
 
  1. • c) Honorary Partners, these are given this distinction due to their renown or having contributed in a relevant manner to raising the prestige and development of the Association. The appointment of honorary partners may be proposed by any of the partners and shall require an agreement to be passed during the assembly.
 
  1. • e) Mudejar Friends, who will be understood as Collaborators and will be able to acquire this status the physical and / or legal persons who contribute assets, donations or any other personal or material means to the Association. These will be treated as collaborators with the Association.
The TERRITORIO MUDÉJAR Association considers it essential to drive citizens’ initiatives within its actions undertaken and wishes aim to create bonds with all sectors in society holding an interest in working on the most standout aspects affecting Mudejar art as an identifying element and brand of the territory of Aragon. To accomplish the above, the proposal is made to create the figure of the collaborator named Mudejar Friends which will be an instrument geared towards collaboration founded with the intention of grouping together all those who wish to contribute with initiatives involving architecture, the arts, society and Mudejar territories. Donation types: Public institutional collaborator (City Councils and any local public body): 100 € per annum. Private institutional collaborator: 100 € per annum. Major public or private sector collaborator: From 150 € upwards specifying the annual amount Private collaborator: 35 € per annum.
Article 30. Partners will be deregistered for any of the following reasons:

  1. a) Voluntary resignation, notified of in writing to the Board of Directors.
  2. b) Breach of their economic obligations, should they default on the payment of their periodic fees.

Article 31. The founding and numbered partners will hold the following rights, namely to:

  1. a) Take part in whichever activities the Association organises to accomplish its aims.
  2. b) Enjoy all the advantages and benefits that the Association may offer.
  3. c) Participate in Assemblies with speaking and voting rights.
  4. d) Act as electorate and be eligible for management posts.
  5. e) Receive information on resolutions adopted by the associative bodies.
  6. f) Make suggestions to members of the Board of Directors with a view to improving fulfilment of the Association’s aims.
Article 32. The founding and numbered partners will have the following obligations, namely to:

  1. a) Adhere to these Statutes and the resolutions passed in the Assemblies and by the Board of Directors.
  2. b) Pay the fees set.
  3. c) Attend the Assemblies and other events that are organised.
  4. d) Perform, as applicable, the obligations inherent to the post they hold.

Article 33. The honorary partners will be entitled to receive the Annual Report and all publications or brochures that are edited. They will be, furthermore, invited to all the events organised by the Association and convened to special meetings of an informative or consultive nature to provide their opinion and offer advice on matters that affect the Association’s proper functioning.

Article 34. The honorary partners will hold the same obligations as the founding and numbered partners, with the exception of those provided for in sections b) and d), of Article 32.

Likewise, they will have the same rights with the exception of those listed in sections c) and d) of Article 31, being able to attend assemblies though without voting rights. Article 35. The status of Collaborator will grant different rights:

Mudejar Friend’s City Council will endow the right to:
  • Appear in all promotional and dissemination activities performed in a general sense from within the Association involving “Mudejar in Aragon”.
  • Be kept up to date on management, dissemination and promotional projects and activities that are arranged and shall have the possibility of being an active participant in these open to them should they so wish .
  • Receive the Annual Report and all publications or brochures that are edited.
  • They will be, furthermore, invited to all the events organised by the Association and convened to special meetings of an informative or consultive nature to provide their opinion and offer advice on matters that affect the Association’s proper functioning.
Private institutional collaborator will endow the right to:
  • Appear in all promotional and dissemination activities performed in a general sense from within the Association involving “Mudejar in Aragon”.
  • Be kept up to date on management, dissemination and promotional projects and activities that are arranged and shall have the possibility of being an active participant in these open to them should they so wish .
  • Receive the Annual Report and all publications or brochures that are edited.
  • They will be, furthermore, invited to all the events organised by the Association and convened to special meetings of an informative or consultive nature to provide their opinion and offer advice on matters that affect the Association’s proper functioning.
Great Mudejar Friend will endow the right to:
  • Appear in all promotional and dissemination activities performed in a general sense from within the Association involving “Mudejar in Aragon”.
  • Be kept up to date on management, dissemination and promotional projects and activities that are arranged and shall have the possibility of being an active participant in these open to them should they so wish .
  • Receive the Annual Report and all publications or brochures that are edited.
  • They will be, furthermore, invited to all the events organised by the Association and convened to special meetings of an informative or consultive nature to provide their opinion and offer advice on matters that affect the Association’s proper functioning.
Mudejar Friend will endow the right to:
  • Obtain preferential information pertaining to public actions embarked upon by the Association.
  • Agreed discounts in activities and actions forming part of the annual public outreach plan of the Association

Article 36. The economic resources set aside for the undertaking of the Association’s purposes and activities shall be as listed below:
  1. a) The fees paid by partners, either periodic or extraordinary.
  2. b) Subsidies, bequests and inheritances that might be legally received by associates or third parties.
  3. c) Any other lawful resource.

Article 37. The initial equity of the Association stands at €17,000.00 resulting from the incorporation fee that coincides with the annual fee.

Article 38. The associative and economic financial year will be annual, with its closure taking place on the 31st of December each year.

CHAPTER V. DISSOLUTION


Article 39. The Association will be dissolved voluntary when it is thus decreed in the Extraordinary General Assembly, duly convened for this purpose, as per the terms of Article 25 of these Statutes.

Article 40. In the event of dissolution, an official receiver commission will be appointed which, once the debts have been settled, the remaining assets will be used for purposes that do not detract from its non-profit-making nature.

ADDITIONAL PROVISION In whatever is not provided for in these Statutes, the terms of Organic Law 1/2002, passed on 22 March, which regulates the Right to Association and its supplementary provisions will be applicable. In Zaragoza, on 13 September 2018