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BYLAWS OF THE ASSOCIATION FOR THE PROMOTION OF THE CONSUMER INFORMATION, MEDIATION AND ARBITRATION CENTER OF THE AZORES

CHAPTER I – General Definitions

Article 1
(Name and Headquarters)

1. The association is named Association for the Promotion of the Consumer Information, Mediation and Arbitration Center of the Azores, hereinafter referred to as CIMARA, and has its headquarters at Rua Dr. José Bruno Tavares Carreiro, S/N – 9500-119 Ponta Delgada, and may establish branches or any other forms of representation throughout the Autonomous Region.
2. CIMARA’s headquarters may, at any time, be changed by resolution of the General Assembly, after prior consultation with all member entities.
3. The establishment of branches or any other forms of representation of CIMARA throughout the Autonomous Region may, at any time, be changed by resolution of the Board of Directors, after prior consultation with all member entities.

 

Article 2
(Scope and Purpose)

1. CIMARA aims to promote in the Autonomous Region of the Azores, under the terms defined in its Regulation and current legislation:
   • Legal Information for consumers and providers of goods and services;
   • Instruction of consumer complaint processes and their redirection to competent entities when they are of a criminal or misdemeanor nature;
   • Promotion of consumer conflict resolution through information, mediation, conciliation, and arbitration;
   • Foster the adherence of any interested parties to the conventions to be established in the CIMARA Arbitration Tribunal.
2. The Association will operate the Consumer Information, Mediation and Arbitration Center of the Azores.

 

Article 3
(Legal Nature)

1. CIMARA is a non-profit private legal entity.
2. CIMARA shall be governed by these bylaws, internal regulations, and the law.

 

Article 4
(Institutional Framework)

1. CIMARA results from the institutionalization of a partnership, formalized in a protocol, attached to these Bylaws and forming an integral part thereof.
2. The composition of the bodies and the functioning of the associations must reflect, in particular and in an egalitarian manner, the participation and involvement of consumer organizations, business organizations, and public administration bodies with duties and powers in the matter of consumer protection.

 

Article 5
(Duration)

CIMARA is established for an indefinite period.

CHAPTER II – On Technical-Financial Monitoring

Article 6
(Technical-Financial Monitoring Committee)

1. A Technical-Financial Monitoring Committee shall be established, composed of representatives of the funding entities that do not belong to the governing bodies.
2. The Technical-Financial Monitoring Committee is responsible for issuing an opinion on the proposed activity plan and budget, the report and accounts, proposals for amendments to the regulations in force, and other matters submitted for its consideration.

CHAPTER III – On the Members

Article 7
(Members)

1. The members of CIMARA are:
   • Autonomous Region of the Azores;
   • Association of Municipalities of the Autonomous Region of the Azores;
   • Consumer Association of the Azores Region;
   • Portuguese Association for Consumer Protection;
   • Chamber of Commerce and Industry of the Azores;
   • Association of Civil Construction and Public Works Industrialists of the Azores.
2. Public or private non-profit legal entities may also become members.
3. The association of new entities under the previous number is subject to a resolution of the General Assembly, in accordance with these Bylaws.

 

Article 8
(Governing Bodies)

1. CIMARA has the following governing bodies:
   • General Assembly;
   • Board of Directors;
   • Supervisory Board.
2. All resolutions of the governing bodies shall be recorded in minutes.

 

Article 9
(General Assembly)

The General Assembly consists of all members.

 

Article 10
(Board of the Assembly)

1. The Assembly shall have a board consisting of three members: a president, a vice-president, and a secretary.
2. The vice-president shall ensure the replacement of the president in their absence.
3. The secretary shall draft the minutes of the meetings.

 

Article 11
(Meetings)

1. The General Assembly meets ordinarily twice a year, by March 31 and by November 30, to approve the execution report and year-end accounts and the budget and activity plan, respectively.
2. The General Assembly meets extraordinarily whenever requested by the Board of Directors, the Supervisory Board, or a minimum of one-third of the members.
3. General Assembly meetings shall be convened by the President of the Board, via email with acknowledgment of receipt, addressed to each of its members, sent at least thirty days before the date of the meeting.
4. The notice sent under the previous number must include the day, time, and location of the meeting, as well as the respective agenda.

 

Article 12
(Quorum and Resolutions)

1. The General Assembly functions on first call with the presence of all its members.
2. If all members are not present, the assembly meets regularly 1 hour later, regardless of the number of members present.
3. The resolutions of the General Assembly, to be recorded in minutes, are taken by a majority of the votes cast, except in cases provided for in the Bylaws or the law.

 

Article 13
(Powers of the General Assembly)

The General Assembly is responsible for:

• Electing and dismissing the Governing Bodies;
• Appraising and voting annually on the budget, activity plan, year-end accounts, and execution report presented by the Board of Directors;
• Deciding on the admission and exclusion of members;
• Approving CIMARA’s internal regulation;
• Amending these Bylaws and CIMARA’s Internal Regulation;
• Deciding on the change of CIMARA’s headquarters;
• Expressing an opinion on any matter proposed to it and exercising other powers resulting from the law.

 

Article 14
(Board of Directors)

1. The Board of Directors consists of three members, one being the president and two being voting members.
2. The Board of Directors, convened by the President, meets ordinarily at least once a month, and meets extraordinarily whenever any of its members deems it necessary.
3. This body can only validly deliberate when the majority of its members are present.
4. Resolutions are taken by simple majority, with the President having a tie-breaking vote.

 

Article 15
(Powers of the Board of Directors)

1. The Board of Directors is responsible for representing CIMARA and exercising the powers necessary to carry out the activities included in CIMARA’s purpose, namely:
   • Concluding personnel contracts and setting the respective working conditions;
   • Concluding contracts with a view to providing CIMARA with the necessary means to pursue its activities;
   • Submitting the budget proposal and year-end accounts to the Supervisory Board for the necessary opinion;
   • Preparing the activity plan, budget, report, and year-end accounts to be submitted for appraisal and voting by the General Assembly;
   • Collecting revenue, if any, and authorizing expenses;
   • Proposing to the General Assembly the amendment of the Bylaws and CIMARA’s Internal Regulation;
   • Executing and ensuring the execution of the resolutions and recommendations of the General Assembly;
   • Defining the establishment of branches or any other forms of representation of CIMARA throughout the Autonomous Region;
   • Appointing the Director of CIMARA.
2. The joint signature of at least two members of the Board of Directors is required to bind the Association.

 

Article 16
(Supervisory Board)

1. The Supervisory Board is composed of a president and two voting members.
2. The Supervisory Board meets whenever necessary and at least twice a year to prepare and issue the necessary opinion on the year-end accounts and budget proposal presented by the Board of Directors.
3. The convening of Supervisory Board meetings shall be the responsibility of its president.
4. In the exercise of its powers, the Supervisory Board may request information from any governing body.

 

Article 17
(Powers of the Supervisory Board)

1. The Supervisory Board is responsible for:
   • Issuing an opinion on the year-end accounts and budget proposal presented by the Board of Directors;
   • Issuing an opinion regarding all matters submitted to it by the General Assembly and the Board of Directors.
2. The Supervisory Board may participate in meetings of the Board of Directors at the latter’s request.

 

Article 18
(Elections and terms of the Governing Bodies)

1. The term of office for the governing bodies is three years.
2. Upon completion of the term mentioned above, the outgoing president of the General Assembly board has 30 days to convene all members for the election.
3. The election referred to in the previous number shall be defined in its own regulation, to be approved by the general assembly.

CHAPTER IV – On CIMARA Coordination

Article 19
(Director)

CIMARA is coordinated by a director appointed by the Board of Directors, responsible for ensuring the technical, administrative, and financial management of CIMARA, as well as exercising the powers delegated by the Board of Directors.

CHAPTER V – On Assets

Article 20
(Assets)

1. CIMARA’s assets consist of all property and rights transferred to it by members or third parties and also those resulting from acquisition for consideration or free of charge.
2. Movable property acquired and assigned to CIMARA, duly inventoried, shall become part of the assets.

 

Article 21
(Funding)

• The association’s funding results from cooperation protocols granted or other subsidies that may be assigned to it and any own revenue.
• Commitments assumed or to be assumed by public law entities or departments or equivalents, regarding funding for the association and the reciprocal obligations it incurs, are contained in a separate instrument.

 

Article 22
(Revenue)

CIMARA’s revenue consists of:

• Financial contributions defined in paragraph 1 of the previous article;
• Donations from any individuals or legal entities under public or private law, non-profit;
• Income from own assets and the proceeds of their sale, as well as those resulting from activities developed by it;
• Membership fees;
• Any others resulting from CIMARA’s activity, publications, or reports prepared by CIMARA.

 

Article 23
(Dissolution and Liquidation)

1. CIMARA is dissolved by resolution of the General Assembly taken by a majority of at least three-quarters of the number of its members.
2. In the event of dissolution, CIMARA’s assets shall have the destination determined by the General Assembly, respecting the commitments assumed with a view to the creation of CIMARA.

CHAPTER VI – Final Provisions

Article 24
(Amendment of Bylaws)

These Bylaws may only be amended in a General Assembly expressly convened for that purpose and with the favorable votes of three-quarters of the members present.

 

Article 25
(Subsidiary Application)

In everything not expressly provided for in these Bylaws, CIMARA shall be governed by internal regulations and, in their absence, by general law.