BYLAWS BY WHICH PEÑA MADRIDISTAS SHALL BE GOVERNED

REAL MADRID CLUB DE FÚTBOL


(“ESTATUTOS EXTRANJEROS”) – RMCF “FOREIGN STATUTES/BYLAWS”
…by which Peña Madridistas shall be governed.


 CHAPTER I – NAME, PURPOSE, ADDRESS, SCOPE

ARTICLE 1

These Bylaws shall govern the life of the Association known as LA PEÑA MADRIDISTA DEL SUR DE CALIFORNIA (hereinafter referred to as “LA PEÑA”).

ARTICLE 2

LA PEÑA shall have legal personality as set forth in the ORGANIC LAW 1/2002 of 22 March 2002 on the Right of Association and other applicable laws, and shall be governed by the provisions of these Bylaws, and such rules as may be applicable.

ARTICLE 3

The registered office of LA PEÑA is located at 2629 Foothill Boulevard #305, County of Los Angeles,  State of California.   91214   USA

ARTICLE 4

The purpose of this Association is to defend the colors of REAL MADRID CLUB DE FÚTBOL, as well as to unconditionally support the Football Club and its institutional bodies. This Association is hereby established as a non-profit-making Association.

In order to achieve its purpose, LA PEÑA will undertake the following activities:

a.)   To set up premises where members can meet and share time together.

b.)   To establish the necessary services to assure the most comfortable coexistence between partners.

c.)   To organize outside tours and tourist trips, especially in connection with REAL MADRID CLUB DE FÚTBOL football matches (either nationally or internationally).

d.)   To organize whatever cultural and information events, etc., where this can enhance added value to REAL MADRID CLUB DE FÚTBOL.

e.)   To organize courses, tournaments, etc., in order to encourage and promote this specific sport, but not dedicated to the practice.

ARTICLE 5

The operations of the ASOCIACIÓN LA PEÑA are exclusively to be conducted at a regional level.

CHAPTER II – GOVERNING AND ADMINISTRATIVE BODIES

ARTICLE 6

The General Meeting is the highest administrative body, comprised of all LA PEÑA members.

ARTICLE 7

General Meetings may be ordinary or extraordinary in nature. The General Meeting shall meet in ordinary session when circumstances advise so, at the decision of the Chairman, when the Board of Directors agrees so or when proposed in writing by at least twenty percent of the members, with specific mention of the matters to be addressed.

ARTICLE 8

Calls for both ordinary and extraordinary General Meetings, shall be made in writing informing of the venue, date and time of the meeting as well as the agenda. Between the calling and the day set to hold the first session of the Assembly, there must be at least one month, with the possibility of including and stating the date at which the Assembly shall meet at the second and third calling.

ARTICLE 9

The ordinary and extraordinary General Meetings shall be deemed validly convened upon or constituted at first call, when the majority of members with a right to vote are present.

At second call, the Meeting shall be validly constituted when voting members represented hold at least twenty five percent (25%) of their voting share.

The third call may be held regardless of the percentage or number of members with voting rights present at the meeting.

ARTICLE 10

Powers of the ordinary General Meeting are:

a).  To approve the management of the Board of Directors.

b).  Review and approve the accounts.

c).  Approve or reject proposals presented by the Board of Directors regarding Association’s activities.

d).  Establish ordinary and extraordinary membership fees.

e).  Whatever other power that is not attributed to the Extraordinary General Meeting.

ARTICLE 11

The following powers correspond to the Extraordinary General Meeting:

a).  Appointment of Board members.

b).  Amendment of Bylaws.

c). Winding up of the Association.

d). Disposition and alienation of assets.

e). Borrowing money in the form of loans or credit, or issue debt securities, where this involves more than twenty percent of the budget.

f). Expulsion of members at the suggestion of the Board of Directors.

ARTICLE 12

The agreements shall be adopted for a simple majority of votes and by a two thirds majority in the case of Extraordinary General Meeting.

ARTICLE 13

LA PEÑA shall be managed and administered by a Board of Directors composed of:

A CHAIRMAN

A VICECHAIRMAN

A SECRETARY

A DEPUTY SECRETARY

A TREASURER

AN ACCOUNTANT

4 VOCAL MEMBERS

All offices on the Board of Directors shall be non-remunerated and shall be designated by the General Meeting. Its term of office will last two years and shall be eligible for further terms.

ARTICLE 14

The Board of Directors shall meet as often as requested by the Chairman or on the initiative or request of six members. It shall be deemed as constituted when fifty percent of the number of the members plus one are in attendance, and for agreements to be deemed valid, the majority of the votes will decide.

In the case of a tied number of votes, the Chairman shall have the casting vote.

Notwithstanding the anterior, the Board of Directors will meet at least once a month.

ARTICLE 15

Powers of the Board of Directors are:

a).  Lead the social activities and run the financial and administrative management of LA PEÑA, agreeing to carry out the appropriate contracts and acts.

b).  Execute the agreements of the General Meeting.

c).  Formulate and submit to the approval of the Board of Directors the Annual Budgets and Accounts.

d).  Decide upon the admission of new Association members.

e).  Name delegates for any specific activity of the Association.

f).  Whatever other power that does not exclusively belong to the General Meeting.

ARTICLE 16

To be a member of the Board of Directors, it is necessary be a member/partner of LA PEÑA and to have been an active member for at least six months.

ARTICLE 17

The Chairman will have the following responsibilities:

a).  To legally represent LA PEÑA before all public and private entities/authorities.

b).  Call, preside and adjourn the meetings held by the General Meeting and the Board of Directors.

c).  Lead the deliberations of one and the other.

d).  To organize payments and to authorize with their signature the documents, meeting minutes and correspondence.

e).  To adopt whatever urgent measure that the smooth running of LA PEÑA may require or in the development of its activities, be necessary or appropriate, without failing to be accountable to the Board of Directors afterwards.

ARTICLE 18

The Vice Chairman will substitute the Chairman in his/her absence, this being through illness or any other cause, and will have the same responsibilities as the Chairman.

ARTICLE 19

The Secretary shall be responsible for the purely administrative tasks of LA PEÑA, will issue certifications, will maintain the log of members in legal order as well as the files, and will safeguard the documentation of LA PEÑA, ensuring that correspondence regarding the holding of Assemblies and approval of budgets and financial statements are sent.

ARTICLE 20

The Deputy Secretary will substitute the Secretary in his/her absence, and will have the same responsibilities as the Secretary.

ARTICLE 21

The Treasurer will collect and take care of the funds pertaining to LA PEÑA and will fulfill payments as issued by the Chairman.

ARTICLE 22

The Officers will have the responsibilities belonging to their posts as members of the Board of Directors, as well as those that arise from delegations or working committees that the Board of Directors itself may designate to them.

ARTICLE 23

Vacancies that may occur during the term of office of any of the members of the Board of Directors shall be provisionally covered by the remaining members until the vacancies are duly assigned at the General Meeting. Once assigned, the vacancy shall be covered within thirty (30) days of the effective date.

CHAPTER III – MEMBERS

ARTICLE 24

Membership of LA PEÑA will be open to those persons who are of legal age with full capacity to perform legal actions, and all those interested in the development of the aims of LA PEÑA and meeting the following requirements:

1.   At least five Members of the Board of Directors shall apply for or be a Real Madrid C. de F. club card holder.

2.   Be recommended by a member of LA PEÑA.

3.   Fill the application for membership in the appropriate form made available by LA PEÑA.

4.   To timely pay the membership due fees or those to be determined.

ARTICLE 25

LA PEÑA shall consist of the following members:

FOUNDING MEMBERS

FULL MEMBERS

SPONSORING MEMBERS

HONORARY MEMBERS

 

FOUNDING MEMBERS : shall refer to those who participate or are involved in the act of incorporation of LA PEÑA, and who have not lost their membership.

FULL MEMBERS : shall refer to members who join LA PEÑA after the incorporation thereof.

SPONSORING MEMBERS : shall refer to members who contribute with donations to LA PEÑA and which, in the judgment of the Board of Directors, are deemed worthy of special consideration.

HONORARY MEMBERS : shall refer to members who by virtue of their prestige or having repeatedly contributed by aiding, showing affection and enthusiasm, and who have morally and materially contributed to supporting LA PEÑA. This distinction may be approved by the General Meeting, upon a reasoned and justified proposal of the Board of Directors.

ARTICLE 26

All members must be fully accredited or provide proof of capacity, issued by the Board of Directors of LA PEÑA.

ARTICLE 27

Full Members and Honorary Members shall have the following rights:

a). Take part in activities organized by LA PEÑA in fulfilling of its purposes in the manner prescribed by regulation.

b). Enjoy all the advantages and benefits LA PEÑA may have.

c). Participate in the Assemblies both with voice and vote.

d). Be entitled to elect or stand for director posts.

e). Receive information regarding the agreements adopted by LA PEÑA bodies.

f). Make suggestions to the Members of the Board for the purpose of assuring the best compliance with the aims and objectives of LA PEÑA.

g). Call for the General Meeting upon the terms established in Article 7 above.

ARTICLE 28

Full Members and Honorary Members shall have the following obligations:

a).  Fulfill the present Bylaws and the valid agreements of the Assemblies and the Board of Directors.

b).  Pay dues / fees.

c).  Attend the General Meetings.

d).  Perform the duties inherent to their specific tasks.

e).  Contribute and ensure a proper behavior and compliance of LA PEÑA’s aims.

f).  Show his/her membership accreditation whenever delegated staff or bodies of LA PEÑA may require it.

ARTICLE 29

Sponsoring Members and Honorary Members shall have the rights set out in paragraphs a) and b) of Article 28 above.

Obligations are defined in the paragraphs a) and e) of Article 29 above.

ARTICLE 30

Loss of membership. Members will lose their membership from LA PEÑA and will therefore cease to be part of LA PEÑA, for any of the following reasons:

a).  Voluntarily notifying their resignation in writing to the Board of Directors.

b).  Death.

c).  Failure to perform its financial obligations and to pay the periodic membership subscription dues and or fees.

d).  When there’s evidence of an improper conduct, discrediting of LA PEÑA with facts and statements which may severely disrupt events organized by LA PEÑA or the normal coexistence between the members.

e).  Repeated breaches of the provisions established in these bylaws and when in violation of the agreements established in General Meetings and by the Board of Directors.

f).  Facts and statements that threaten and/or disturb the good name and prestige of the REAL MADRID CLUB DE FÚTBOL, its players and staff.

Each of the above cases will be reviewed and examined, to ensure the implementation of paragraphs d), e) and f) above and as provided in the rules of the Internal Regulations in the manner agreed upon by the General Meeting.

ARTICLE 31

ECONOMIC RESOURCES

To meet its economic purpose and for the implementation of the aims specified in these Bylaws, LA PEÑA shall rely on the following financial resources:

1. Membership dues, as well as any ordinary and extraordinary membership fees.

2. The grants, subsidies, legacies and donations it may receive legally.

3. Whatever other licit resource.

CHAPTER IV – DISSOLUTION

ARTICLE 32

LA PEÑA cannot dissolve while there are members who wish to continue. It shall be voluntarily dissolved whenever so passed at a specially convened Extraordinary General Meeting by a majority of 2/3 of the members.

ARTICLE 33

In the event of dissolution, a settlement commission shall be appointed and once all debts have been paid off, the remaining funds will be distributed for charitable sporting purposes, in line with its non-profit nature.

 ARTICLE 34

Whatever not herein provided, will be ruled by the Organic Law 1/2002 on the Right of Association of 22 March 2002 and supplementary provisions.