Bylaws

BYLAWS OF THE ECOMONEDAS ASSOCIATION
(Amended Version – June 2025)

CHAPTER I: GENERAL PROVISIONS

Article 1. Name
Under the name “Ecomonedas Association,” a nonprofit association is established in accordance with Organic Law 1/2002 of March 22 on the Right of Association and related regulations. It shall have legal personality and full legal capacity.

Article 2. Duration
This Association is established for an indefinite period.

Article 3. Purposes
The purposes of the Ecomonedas Association are:

  • To promote directly or indirectly the dissemination of initiatives that support the use of technologies such as Blockchain and other digital tools, exclusively for educational, symbolic, and associative purposes, to facilitate digital transactions and value exchange among its members.
  • To promote new forms of exchange based on cooperation, including the use of symbolic internal exchange units such as Ecomonedas, to facilitate access to services among members, especially in the therapeutic, educational, and community fields.

Article 4. Activities
To achieve its purposes, the Association will carry out the following activities:

  • Organize meetings, conferences, workshops, courses, and public events.
  • Establish agreements with public or private, national or international entities.
  • Disseminate information through available media.
  • Develop an internal exchange ecosystem using Ecomonedas, organize activities based on this system, and regulate its functioning through Internal Rules approved by the General Assembly.

Article 5. Registered Office
The registered office is located at Calle El Pícaro, 11 – 1A, San Juana de la Rambla, 38429 Santa Cruz de Tenerife. It may be moved within the same municipality by agreement of the Board of Directors and outside it by agreement of the General Assembly.

CHAPTER II: GENERAL ASSEMBLY

Article 6. Nature
The General Assembly is the supreme governing body of the Association, comprised of all members by right.

Article 7. Meetings
General Assembly meetings may be ordinary or extraordinary. The ordinary meeting shall be held once a year within four months after the fiscal year ends. Extraordinary meetings shall be held when deemed necessary by the President, agreed upon by the Board, or proposed in writing by one-tenth of the members.

Article 8. Calls
Meetings shall be called in writing, stating the location, date, time, and agenda. There must be at least fifteen days between the call and the first scheduled date. The second call may be included in the same notice, but no less than one hour may elapse between both calls.

Article 9. Adoption of Agreements
Assemblies shall be validly constituted on first call with one-third of voting members present. On second call, any number of voting members shall suffice. Agreements are adopted by a simple majority unless a qualified majority is required.

Article 10. Powers
The General Assembly has the power to:

  • Appoint and remove Board members.
  • Approve annual budgets and accounts.
  • Approve Board management.
  • Set general lines of action.
  • Establish ordinary or extraordinary fees.
  • Amend the Bylaws.
  • Dissolve the Association.

CHAPTER III: BOARD OF DIRECTORS

Article 11. Composition
The Board consists of a President and a Secretary-Treasurer, elected by the General Assembly by simple majority. Terms last four years, with the possibility of reelection.

Article 12. Meetings
The Board shall meet as determined by the President or requested by any member. Meetings are valid with a majority of members present. Agreements require a majority vote. Minutes will be recorded by the Secretary and approved by the President.

Article 13. Powers of the Board
The Board is responsible for:

  • Planning and directing social activities.
  • Managing the Association’s administration and finances.
  • Implementing Assembly agreements.
  • Handling new member admissions.
  • Appointing delegates for specific tasks.
  • Exercising any other powers not exclusive to the Assembly.

Article 14. Duties of the President
The President shall:

  • Legally represent the Association.
  • Call, preside over, and close meetings of the Assembly and Board.
  • Direct discussions.
  • Authorize payments and sign documents, records, and correspondence.
  • Take urgent action for the Association’s benefit, subject to later Board approval.

Article 15. Secretary-Treasurer
This role combines administrative and financial duties:

  • Safeguard documents and member files.
  • Issue certificates and official communications.
  • Collect and manage funds and make authorized payments.

Article 16. Spokespersons
Spokespersons may be appointed by the Assembly for specific functions.

CHAPTER IV: MEMBERS

Article 17. Requirements
Anyone with an interest in the Association’s goals may become a member.

Article 18. Types of Members

  • Founding Members: those present at the Association’s formation.
  • Regular Members: those who join after formation.
  • Preferred Members: including founders, Board members, and the first members accepted by province.

Article 19. Membership Termination
Members may leave due to:

  • Voluntary resignation in writing.
  • Failure to fulfill financial obligations.
  • Conduct contrary to the Association’s goals, following a hearing and Board decision.

Article 20. Member Rights

  • Participate in activities.
  • Vote and be elected.
  • Receive information on agreements.
  • Make suggestions.

Article 21. Member Duties

  • Support the Association’s purposes.
  • Comply with the Bylaws.
  • Pay dues.
  • Attend Assemblies.

Article 22. Disciplinary System
Members may be sanctioned for duty violations, after a hearing and investigation.

CHAPTER V: FINANCIAL SYSTEM

Article 23. Initial Assets and Resources
The Association’s initial assets amount to zero euros. Resources include:

  • Membership fees.
  • Grants and donations.
  • Revenue from activities.

Article 24. Fiscal Year
The fiscal year coincides with the calendar year.

Article 25. Fund Management
Funds shall be deposited in a bank account in the Association’s name. Board members may individually manage up to €2,000 monthly. Transactions above that amount require the joint signatures of the President and Secretary-Treasurer.

CHAPTER VI: DISSOLUTION

Article 26. Dissolution
The Association may be dissolved by Assembly decision or as legally required.

Article 27. Liquidation
A liquidation committee will be appointed. Any net assets will be allocated to similar purposes.

Article 28. Internal Exchange System
The Association may implement a symbolic exchange system using “Ecomonedas,” a non-convertible unit with no monetary value outside the Association. Its use is solely for internal symbolic exchange and governed by Internal Rules approved by the General Assembly. Ecomonedas are not electronic money or financial assets.

ANNEX: Internal Rules for Use of Ecomonedas
(Approved by the General Assembly)

New Member Admission
Applications will be subject to internal voting. Once submitted, there will be a 10-working-day period for active members to raise objections. If more than 5% of active members object with justification, the application may be rejected following Board review.

Conversion of Fees into Ecomonedas
Annual fees and additional voluntary contributions entitle members to receive Ecomonedas (EC) as follows:

  • Founders, Board members, and initial members (Preferred Members): 200 EC per year.
  • All other members: 130 EC per year.

Participation Level Selection
Each new member may propose their participation level (Bronze, Silver, or Gold) based on the value of their services. These levels are symbolic and help facilitate balanced exchanges. Preferred Members may review and adjust the proposed level based on experience and professionalism to ensure coherence and transparency.

Preferred Members
Preferred Members include founders, Board members, and the first active members accepted by province during the ecosystem’s formation phase.