Nature, Name, Headquarters and Objectives
Article 1.
Name, Headquarters and Duration
1 - The private law and not-for-profit Association adopts the name of SUSTAINABLE DEVELOPMENT WITHOUT BORDERS (Non-Governmental Organisation for Development Cooperation), hereinafter referred to only by SDWB.
2 - It has its headquarters at Avenida dos Decobrimentos 10, 3E, 2740-044 Porto Salvo, Oeiras, Portugal.
3 - SDWB can create, by resolution of the Management Board, delegations or other forms of representation, domestically or abroad, appropriate to their activities.
4 - SDWB is constituted for an indefinite period of time, according to common law, namely Law no. 66/98 of 14 October, the Law regarding Non-Governmental Organisations in Development Cooperation.
Article 2.
General Objectives
1 - The general objective of SDWB is the conception, implementation and support of programs and cooperation projects for sustainable economic development, especially through actions in under-developed, developing and emerging market countries.
2 - It is also an objective of SDWB to increase public awareness for the need of an increasingly more involved relationship with under-developed and developing countries, as well as publicising their realities.
3 - SDWB, aware that education is an essential factor for the sustainable development of economies and the existence and strengthening of peace, regards the promotion of this objective as a fundamental dimension of its activities.
4 - SDWB conducts its activities in accordance with the Universal Declaration of Human Rights.
Article 3.
Specific Objectives
To achieve its objectives, SDWB proposes to stimulate and boost projects and initiatives, directly or indirectly, by creating the necessary and appropriate conditions for their support, in respect of cooperation for sustainable economic development, which could include activities in several areas, especially:
Cooperation with under-developed, developing and emerging market countries, especially in countries with high inflation or hyperinflation:
1. Scientific and technical assistance:
Projects such as, for example: scientific and technical advice to the National Accounting Standards Authorities of these countries in order to achieve sustainable economic development through the immediate adoption of the financial capital maintenance in units of constant purchasing power accounting model originally authorised in 1989 as an option in International Accounting Standards (International Financial Reporting Standards - IFRS) in the Framework (1989), Par. 104 (a) - now the Conceptual Framework (2010), Par. 4.59 (a) - which states: "Financial capital maintenance can be measured in either nominal monetary units or units of constant purchasing power."
Financial capital maintenance in units of constant purchasing power would automatically maintain the real value (purchasing power constant) of capital constant for an indefinite period of time in all entities (companies) that at least break even in real value - ceteris paribus - at all levels of inflation and deflation, including during high inflation and hyperinflation.
The International Accounting Standards Board (IASB) voted unanimously in May 2012 to submit the future replacement of IAS 29 Financial Reporting in Hyperinflationary Economies to research based on the draft standard IFRS 'X' CAPITAL MAINTENANCE IN UNITS OF CONSTANT PURCHASING POWER that will require financial capital maintenance in units of constant purchasing power in countries with inflation equal to or greater than 10 percent per year or accumulated inflation equal to or greater than 26 percent over three years.
2. Education for sustainable economic development:
Implement projects and / or collaborate on educational programs, especially related to sustainable economic development through the adoption of the latest economic, accounting and business concepts;
Support access to education with scholarships;
Encourage economic research that will lead to sustainable economic development;
3. Vocational training
Implement projects and / or collaborate on programs that improve the knowledge, skills, attitudes or behaviours of people in the economy that will result in sustainable economic development.
In accordance with its objectives, SDWB can promote publishing activities, conferences, shows or meetings.
Article 4.
Volunteering
1 - For the achievement of its initiatives, SDWB can promote volunteering in
2 - SDWB aims to ensure technical and professional training of volunteers, who may or may not be members or, if necessary, establish specific protocols with credible experienced agencies in the selection and training of candidates.
3 - SDWB, in the certainty that long term volunteering is the most effective, also seeks to facilitate volunteering in entire families.
Article 5.
Legal business and institutional collaboration
1 - SDWB may perform legal and business activities that directly or indirectly contribute to the achievement of its objectives.
2 - SDWB can collaborate with similar national, foreign or international organisations.
3 - SDWB may conclude cooperation agreements and protocols with state or other agencies.
CHAPTER II
Property and Resources
Article 6.
Property
1 - The property of SDWB, its funds and income, consist, among others, of:
a) Contributions of its members;
b) Any grants, donations, legacies, bequests or donations from public or private entities - Portuguese, foreign or international;
c) All goods that SDWB acquires freely or for consideration, and the acceptance of gifts, inheritances or bequests with conditions or charges, depend on the deliberation of the Management Board and always with the conditions and charges being compatible with the objectives of SDWB;
d) All movable and immovable property acquired for SDWB´s operation and installation, necessary for the performance of its activities.
2 - Contributions from SDWB members may take the form of membership fees as determined by the General Assembly, which will determine the amount.
Article 7.
Financial Management
1 - In pursuing its objectives, SDWB can:
a) Acquire, dispose of or encumber movable or immovable property in any capacity;
b) Accept any gifts, bequests or inheritances, without prejudice to Article 6., paragraph 1, c);
CHAPTER III
Members
Article 8.
Members
1 - SDWB consists of an unlimited number of natural or legal persons, not being able to have associates fewer than the number of members foreseen for the relevant statutory bodies.
2 - Admission as a member of SDWB is by resolution of the Management Board, after request by interested parties.
3 - There are two types of members:
- Associate Members;
- Honorary Members;
a) Associate Members of SDWB are natural or legal persons wishing to participate actively in the actions or activities undertaken by SDWB.
b) Honorary Members of SDWB are natural or legal persons who are recognised to have rendered relevant services by which they have unequivocally and significantly contributed to increase the civic and social prestige and prominence of SDWB.
Article 9.
Rights and Duties
1 - SDWB members have equal rights and duties and so participate in equality in the activities of the Association.
2 - All members of SDWB can elect and be elected to the governing bodies of the Association and may not without strong and understandable reason, refuse election.
3 - Accession to SDWB involves the obligation of compliance with its objectives, the Articles of Association and legitimate decisions of the statutory bodies.
4 - Members can leave SDWB on their own initiative at any time.
5 - The suspension or exclusion from membership of SDWB, for serious breach of duty, requires a resolution of the General Assembly by a majority of three-quarters of the members present with the safeguard of the right of defence.
6 - The departure or exclusion of a member does not involve any right to a refund of the amounts of dues or donations to which SDWB have been a beneficiary.
7 - Membership of SDWB is not transferable, whether inter vivos or by succession.
8 - All members of SDWB have one vote in the General Assembly, having the right to delegate it to another member by means of a letter addressed to the President of the General Assembly.
9 - No member may exercise, by delegation, the vote of more than one member.
10 - Legal entities are entitled to one vote in the General Assembly, participate in the activities of SDWB through specifically designated representatives and who may be elected to the remaining statutory bodies.
11 – All Members are forbidden to take public positions on behalf of SDWB except its legal or statutory representatives.
12 - Members may not vote for themselves or as representatives of others in matters that directly affect them or in which their spouses, ascendants, descendants and equivalents are interested.
13 – A postal vote is allowed provided that its intention is expressly indicated in relation to an item or items on the agenda, for which the member’s signature suffice.
14 – It is not allowed to elect any member for more than two consecutive terms for any statutory body of SDWB; unless the General Assembly expressly acknowledges that the member’s substitution is impossible or inconvenient.
CHAPTER IV
Administration and Operation
Article 10.
Statutory Bodies
1 - The statutory bodies of SDWB are:
a) The General Assembly;
b) The Management Board;
c) The Audit Committee;
2 - Members of the General Assembly Board, the Management Board and the Audit Committee are elected and removed by the General Assembly, by secret ballot, for a term of three years and may be renewable for a similar period.
3 - If, due to force majeure, it is not possible to hold the General Assembly meeting, the office of the members of those bodies extends to the new meeting date.
4 - No person, natural or legal, can be elected and exercise simultaneously, in the same period, more than one position in SDWB´s statutory bodies.
5 - The decisions of statutory bodies are
taken by majority vote of its members, with the exception of the resolutions of
the General Assembly, which are taken by a majority of members present.
6 – Minutes of all statutory bodies´ meetings shall be taken, and after being approved, shall be signed by all members present, except by the General Assembly, which shall be signed only by the three members of the General Assembly Board.
7 - The powers of the statutory bodies and their implementation are as stipulated in the law, the present Articles of Association and the Internal Operating Rules procedure.
8 - The exercise of an executive position in the statutory bodies of SDWB is not entitled to any compensation, unless otherwise determined by the General Assembly, which shall determine the respective compensation, but can justify paying expenses arising therefrom or in the case of members of the Management Board, a sum to cover the costs of representation.
9 - When the volume of movement or complexity of the financial administration of SDWB require the prolonged presence of one or more members of the statutory bodies, in particular the members of the Management Board, they may be remunerated in accordance with the preceding paragraph.
Article 11.
General Assembly
1 - The General Assembly is made up of all SDWB members in full exercise of their rights.
2 - The General Assembly is endowed with the fullness of skills necessary to achieve the objectives of SDWB which are not included in the legal, statutory or regulatory attributes of the other bodies.
3 - Exclusive General Assembly duties:
a) The election and dismissal of the members of the General Assembly Board, the Management Board and the Audit Committee;
b) Approval of the general strategic direction of SDWB´s activities, as well as its key areas of activity;
c) The modification of the Articles of Association;
d) The approval of the Internal Operating Rules;
e) The suspension and exclusion of members;
f) Approval of the Annual Report and Accounts;
g) The approval of the Budget and the Annual Operations Plan;
h) The authorisation to take legal action against SDWB board members, if necessary, for illegal acts committed in office;
i) the voluntary termination, merger or demerger of SDWB;
j) approving the joining of unions, federations or confederations.
4 - The General Assembly shall ordinarily meet when convened by its Chairman, on a mandatory basis twice a year, once before March 31 for approval of the Annual Report and Management Accounts, and again until November 15 for the consideration and approval of the Budget and the Annual Operations Plan.
5 - The General Assembly may be convened extraordinarily by the initiative of its Chairman, or when requested by the Management Board, or by a minimum of ten percent of its members.
6 - Notice shall be given in person, through postal notification, email or other written form, issued to each member of SDWB, or by notice published in the two newspapers with the largest circulation in the area where the Association's headquarters is located, with at least fifteen days notice, stating the time and place of the meeting and the respective agenda.
7 - In the first call, the General Assembly is constituted and validly deliberates if at least half of its members are present.
8 - In the second call, the General Assembly is constituted an hour later and validly deliberates with any number of participants.
9 - The General Assembly by a majority of members present.
10 - For the modification of the Articles of Association, the exclusion and suspension of members, the votes of three-quarters of the members present in the Assembly are needed, both in the first and second call.
11 - For the liquidation, merger or demerger of SDWB, the votes of three-quarters of the members are needed, both in the first and second call.
Article 12.
General Assembly Board
1 - The General Assembly Board shall consist of a Chairman, a Vice Chairman and a Secretary of the General Assembly Board.
Article 13.
Management Board
1 - The Management Board is composed of an odd number of members, not less than three and not more than seven, elected by the General Assembly.
2 - The Board consists of an Executive Director, a Vice Executive Director and one or more Directors.
3 - The Management Board has the broadest powers of management and administration, safeguarded by the duties and powers of the other statutory bodies.
4 - The Management Board shall:
a) Comply with and enforce the Articles of Association and the decisions of the other statutory bodies;
b) Represent SDWB in court and before public and private entities;
c) Enter into and execute any contract on behalf of SDWB, including employment contracts, purchasing, selling, renting and leasing of movable and immovable property;
d) Request the convening of the General Assembly and the Audit Committee in statutory terms;
e) Prepare the Annual Report and Accounts and submit them to the Audit Committee for verification and consideration before the meeting of the General Assembly;
f) Prepare the Budget and Annual Operations Plan;
g) Admit new members and propose their exclusion to the General Assembly;
h) Accept gifts, inheritances or legacies, subject to the provisions of Article 6., number 1, c).
5 - The Management Board shall act by majority vote of its members, with the Executive Director having the casting vote.
6 - The Management Board meets whenever required in the pursuit of SDWB´s objectives, convened by its Executive Director, or his / her legal substitute in his / her absence or disability.
7 - The Management Board may create departments to facilitate the better performance of its duties, in accordance with the requirements of SDWB´s activities.
Article 14.
Audit Committee
1 - The Audit Committee consists of a Chairman, a Relator and a Secretary of the Audit Committee, elected by the General Assembly.
2 - The Audit Committee shall:
a) Supervise the activities of the Management Board, particularly in relation to compliance with the legal and statutory requirements;
b) Examine the economic and financial management of SDWB;
c) Review and verify the Annual Report and Accounts.
3 - The Audit Committee shall be convened by its Chairman, ordinarily at least once a year, and extraordinarily on their own initiative or when requested by the Management Board.
CHAPTER V
General Provisions
Article 15.
Legal Binding
SDWB is legally bound by the joint signatures of two Management Board members, one of which should compulsorily be that of the Executive Director or his / her legal substitute, except for acts of mere expediency when the signature of one of those members is sufficient.
Article 16.
Executive Year
For the purposes of these Articles of Association and the Internal Operating Rules, the executive year coincides with the calendar year.
Article 17.
Liquidation, Merger or Demerger
1 - The liquidation, merger or demerger of SDWB may only be resolved in a General Assembly meeting convened expressly for that purpose, with the approval of three-quarters of its members in the full exercise of their rights, maintaining its legal existence, as from then, exclusively for such purposes.
2 - In the event of liquidation, the allocation of SDWB´s assets will be decided by the General Assembly, and, except for legal provisions to the contrary, is deemed more appropriate for achieving the objectives for which it was constituted and shall, in particular, and whenever possible, revert to official institutions or services with identical objectives.
Article 18.
Subsidiary Rules
Omissions in the present Articles of Association are governed by the Internal Operating Rules and relevant legal provisions for associations and non-governmental organisations for co-operation and development.
Authorised and Approved
1 Carlos Baptista
Founding Member
2 António Mendes
Founding Member
3 Ana Ferreira
Founding Member
4 Nicolaas Smith
Founding Member
5 José Gomes
Founding Member
6 Rui Feiteira
Founding Member
7 Harriet Smith
Founding Member
8 Ana Paula Mendes6 – Minutes of all statutory bodies´ meetings shall be taken, and after being approved, shall be signed by all members present, except by the General Assembly, which shall be signed only by the three members of the General Assembly Board.
7 - The powers of the statutory bodies and their implementation are as stipulated in the law, the present Articles of Association and the Internal Operating Rules procedure.
8 - The exercise of an executive position in the statutory bodies of SDWB is not entitled to any compensation, unless otherwise determined by the General Assembly, which shall determine the respective compensation, but can justify paying expenses arising therefrom or in the case of members of the Management Board, a sum to cover the costs of representation.
9 - When the volume of movement or complexity of the financial administration of SDWB require the prolonged presence of one or more members of the statutory bodies, in particular the members of the Management Board, they may be remunerated in accordance with the preceding paragraph.
Article 11.
General Assembly
1 - The General Assembly is made up of all SDWB members in full exercise of their rights.
2 - The General Assembly is endowed with the fullness of skills necessary to achieve the objectives of SDWB which are not included in the legal, statutory or regulatory attributes of the other bodies.
3 - Exclusive General Assembly duties:
a) The election and dismissal of the members of the General Assembly Board, the Management Board and the Audit Committee;
b) Approval of the general strategic direction of SDWB´s activities, as well as its key areas of activity;
c) The modification of the Articles of Association;
d) The approval of the Internal Operating Rules;
e) The suspension and exclusion of members;
f) Approval of the Annual Report and Accounts;
g) The approval of the Budget and the Annual Operations Plan;
h) The authorisation to take legal action against SDWB board members, if necessary, for illegal acts committed in office;
i) the voluntary termination, merger or demerger of SDWB;
j) approving the joining of unions, federations or confederations.
4 - The General Assembly shall ordinarily meet when convened by its Chairman, on a mandatory basis twice a year, once before March 31 for approval of the Annual Report and Management Accounts, and again until November 15 for the consideration and approval of the Budget and the Annual Operations Plan.
5 - The General Assembly may be convened extraordinarily by the initiative of its Chairman, or when requested by the Management Board, or by a minimum of ten percent of its members.
6 - Notice shall be given in person, through postal notification, email or other written form, issued to each member of SDWB, or by notice published in the two newspapers with the largest circulation in the area where the Association's headquarters is located, with at least fifteen days notice, stating the time and place of the meeting and the respective agenda.
7 - In the first call, the General Assembly is constituted and validly deliberates if at least half of its members are present.
8 - In the second call, the General Assembly is constituted an hour later and validly deliberates with any number of participants.
9 - The General Assembly by a majority of members present.
10 - For the modification of the Articles of Association, the exclusion and suspension of members, the votes of three-quarters of the members present in the Assembly are needed, both in the first and second call.
11 - For the liquidation, merger or demerger of SDWB, the votes of three-quarters of the members are needed, both in the first and second call.
Article 12.
General Assembly Board
1 - The General Assembly Board shall consist of a Chairman, a Vice Chairman and a Secretary of the General Assembly Board.
Article 13.
Management Board
1 - The Management Board is composed of an odd number of members, not less than three and not more than seven, elected by the General Assembly.
2 - The Board consists of an Executive Director, a Vice Executive Director and one or more Directors.
3 - The Management Board has the broadest powers of management and administration, safeguarded by the duties and powers of the other statutory bodies.
4 - The Management Board shall:
a) Comply with and enforce the Articles of Association and the decisions of the other statutory bodies;
b) Represent SDWB in court and before public and private entities;
c) Enter into and execute any contract on behalf of SDWB, including employment contracts, purchasing, selling, renting and leasing of movable and immovable property;
d) Request the convening of the General Assembly and the Audit Committee in statutory terms;
e) Prepare the Annual Report and Accounts and submit them to the Audit Committee for verification and consideration before the meeting of the General Assembly;
f) Prepare the Budget and Annual Operations Plan;
g) Admit new members and propose their exclusion to the General Assembly;
h) Accept gifts, inheritances or legacies, subject to the provisions of Article 6., number 1, c).
5 - The Management Board shall act by majority vote of its members, with the Executive Director having the casting vote.
6 - The Management Board meets whenever required in the pursuit of SDWB´s objectives, convened by its Executive Director, or his / her legal substitute in his / her absence or disability.
7 - The Management Board may create departments to facilitate the better performance of its duties, in accordance with the requirements of SDWB´s activities.
Article 14.
Audit Committee
1 - The Audit Committee consists of a Chairman, a Relator and a Secretary of the Audit Committee, elected by the General Assembly.
2 - The Audit Committee shall:
a) Supervise the activities of the Management Board, particularly in relation to compliance with the legal and statutory requirements;
b) Examine the economic and financial management of SDWB;
c) Review and verify the Annual Report and Accounts.
3 - The Audit Committee shall be convened by its Chairman, ordinarily at least once a year, and extraordinarily on their own initiative or when requested by the Management Board.
CHAPTER V
General Provisions
Article 15.
Legal Binding
SDWB is legally bound by the joint signatures of two Management Board members, one of which should compulsorily be that of the Executive Director or his / her legal substitute, except for acts of mere expediency when the signature of one of those members is sufficient.
Article 16.
Executive Year
For the purposes of these Articles of Association and the Internal Operating Rules, the executive year coincides with the calendar year.
Article 17.
Liquidation, Merger or Demerger
1 - The liquidation, merger or demerger of SDWB may only be resolved in a General Assembly meeting convened expressly for that purpose, with the approval of three-quarters of its members in the full exercise of their rights, maintaining its legal existence, as from then, exclusively for such purposes.
2 - In the event of liquidation, the allocation of SDWB´s assets will be decided by the General Assembly, and, except for legal provisions to the contrary, is deemed more appropriate for achieving the objectives for which it was constituted and shall, in particular, and whenever possible, revert to official institutions or services with identical objectives.
Article 18.
Subsidiary Rules
Omissions in the present Articles of Association are governed by the Internal Operating Rules and relevant legal provisions for associations and non-governmental organisations for co-operation and development.
Authorised and Approved
1 Carlos Baptista
Founding Member
2 António Mendes
Founding Member
3 Ana Ferreira
Founding Member
4 Nicolaas Smith
Founding Member
5 José Gomes
Founding Member
6 Rui Feiteira
Founding Member
7 Harriet Smith
Founding Member
Founding Member
9Helena
Founding Member
9
Founding Member
30 November 2012
AERLIS, Oeiras, Portugal
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