Statute

Articles of association Strength & Conditioning Society

Art. 1.- Objective

I. The Association will have cultural purposes, non-profit and without dealing with political issues. The  Strength  & Conditioning Society (SCS) is  a scientific association dedicated to fostering education and research on a scientific approach to Strength and Fitness; promoting the highest level of athletic performance, strength and fitness worldwide. Through  sports science and its multidisciplinary team of professionals, the SCS aims to improve knowledge in the area of Strength and Physical Conditioning and its wide application to sports performance, injury prevention, rehabilitation and health improvement. For the fulfillment of its institutional purposes, the SCS has the following specific objectives:

1. Disseminate research-based knowledge and its practical application to improve sports performance;
2. Provide high-quality evidence on the prevention of injuries and noncommunicable diseases, as well as the benefits of health promotion  through strength training and physical conditioning, promoting their application through the development of prescription guidelines based on scientific evidence;
3. Contribute to  the development and dissemination of high-quality,  evidence-based sports injury rehabilitation guidelines and protocols;
4. Organize and promote courses, seminars and scientific congresses of education and certification to contribute to a standardized community of strength and conditioning with internationally certified professionals;
5. Encourage initiatives aimed at raising public awareness in terms of strength and fitness research and practice;
6. Support and promote studies and research in the area of strength and fitness;
7. Contribute to the publication of scientific documents and journals reserved for its members, as well as promote contacts and collaborations among its members.

II. SCS promotes professional development and continuing education activities for its members with annual educational programs. These are self-financing exclusively through contributions from members and/or public and private bodies, including contributions from the sports performance and medical device industries, in full respect of the criteria and limits set by the various regulations and laws of the States.

III. The SCS provides for verification systems that evaluate the type and quality of the activities it carries out and cannot carry out activities other than those indicated above, except those that are directly and logically relevant to its defined purpose.

IV. The SCS may not carry out or participate in any business activity, except those that may be required, occasionally, for ongoing training activities.

Art. 2.- Name and duration

The Association will be called “STRENGTH AND CONDITIONING SOCIETY – S.C.S.” and will have an indefinite term.

Art. 3.- Domicile

The registered office of the SCS is located at Plaza Circular, 8, Apdo. 2157, CP 30.008, Murcia, SPAIN.

The transfer of the registered office will not imply modification of the Bylaws. Only a resolution of the Board of Directors will be required.

Art. 4.- Geographical scope

The territorial scope in which the SCS will mainly carry out its activities is national and international, mainly the European Union.

Art. 5.- Governing bodies and bodies            

First.- Organs of the SCS. The organs and positions of the SCS are:     

• The General Assembly;
• The Board of Directors, elected by the General Assembly;
• The President, elected within and by the Board of Directors (or by the General Assembly in the deed of incorporation);
• The Vice President, elected by and within the Board of Directors;
• The Secretary, elected by and within the Board of Directors;
• The Treasurer, elected by and within the Board of Directors;
• The Board of Arbitrators elected by the General Assembly;
• The designated Audit Body.

All members of the Board of Directors shall be appointed for a period of three years (although they may be elected after three years from their last election).

Only for operational reasons, the Treasurer may be re-elected for more than two terms.

All corporate bodies are assumed and exercised completely free of charge, except in the case of…  In addition, only direct or indirect expenses incurred by actions carried out in the interest of the SCS and the success of its activities can be reimbursed.

Second.- Governing bodies. The governing bodies are:           

• General Assembly
• Board

Art. 6.- Of the General Assembly

First.- General issues

1. The General Assembly is the sovereign body of the SCS and is composed of all the members who are up to date in the payment of the social quota, including for the current year.
2. The General Assembly, when regularly convened and constituted, represents all members, and the resolutions adopted in compliance with the law and these statutes on matters within its competence, will be binding on all members, even if they are absent or in disagreement and their assignees.
3. The General Assemblymay be convened outside the municipality in which the SCS has its registered office.
4. The General Assembly may also be held in more than one place, whether contiguous or distant from each other, by video/audioconference, also via the Internet, the form of which shall be recorded in the minutes of the assembly.
5. The General Assembly shall meet at least once a year to approve the financial statements and at the request of the Board of Directors or at least one-tenth of the members.
6. The General Assembly is convened by the President or Vice-President, by written notice which shall also be sent by e-mail to the address or e-mail address registered in the Register of Members, or transmitted by fax or telegram, at least 10 days before the date of the scheduled meeting and including the agenda and place of the meeting,  an indication  of the date and time of the General Assembly and, where appropriate, the date of a second meeting, should the first meeting be unattended.
7. Members who are unwilling or unable to provide a fax number or e-mail address, or who revoke their above indication, are entitled to receive notice of convocation by priority or hand-delivered mail.
8. A copy of the call with an indication of the agenda items shall be posted at the registered office of the SCS  within the same period and published on the SCS website in the member access area.
9. One fifth of the registered members may request the Board of Directors to include in the agenda of the General Assembly the  topics it deems appropriate for discussion, at least one month in advance of the General Assembly.

Second.- Functions

The meeting shall:

1. Approve the balance sheet and budget estimate;
2. Determine the general lines of the activity of the SCS;
3. Approve any rules of procedure;
4. To elect the Board of Directors and the Board of Arbitrators every three years, by secret ballot and by majority vote;
5. Make final decisions on objections to member exclusion measures, already decided by the Board of Directors;
6. Decide on all matters within its legal or statutory competence, or submitted to its knowledge by the Board of Directors.

Third.- Constitution

1. The ordinary meeting shall be considered validly constituted whenhalf plus one of the members attend, without numerical limit.
2. No more than two powers of attorney per term per member are permitted; credentials must be issued in writing and kept in the minutes of the General Assembly.
3. Decisions of the General Assembly are taken by a majority of the members present and the members represented by proxy with voting rights.
4. All registered members have the right to participate in the  General Assembly, to vote and to be elected, provided that they are up to date with the payment of the dues.
5. General Assembly resolutions are taken through:

a. Secret ballot for the election of the members of the Board of Directors and the Board of Arbitrators; decisions shall be taken by a relative majority of votes;

b. Secret ballot to decide on any other matter, if required by a majority of the Board of Directors  or one-fifth of the members present or represented;

c. Open, show of hands, voting in all other circumstances.

Voting by correspondence on specific matters is also foreseen, subject to a decision ofthe  Board of Directors. It is also possible to have new communication and electronic voting systems in the terms provided by the current legal provisions.

It shall be understood, in any case, without prejudice to the other provisions of these statutes that require different specific majorities for certain decisions.

The discussions and decisions of the General Assembly are summarized in minutes drawn up by the Secretary or the person acting in his capacity, by a member of the General Assembly specially designated and signed by the President. Each member has the right to consult the minutes (and obtain a copy of it).

Fourth.- Convocation of Extraordinary General Assembly.

1. The Extraordinary General Assembly is convened by the President or the person who performs his functions, by agreement of the Board of Directors or by written request signed by at least one third of the Members, with the same procedures provided for the General  Assembly.
2. The Extraordinary General  Meeting decides on any modification of the Bylaws.
3. The Extraordinary General Assembly will be considered validly constituted when: at first call, two thirds of the members with voting rights are present. On second call, whatever the number of members with the right to vote, present or represented.
4. Both on first call and in any other subsequent call, the General Assembly  Extraordinaria will decide with the favorable vote of the absolute majority of the members present or represented with the right to vote.
5. Amendments to these Bylaws are proposed by theBoard of Directors or by one third of the members. These proposed modifications must be transmitted in writing to each member with the notice of convocation of the Extraordinary  General Assembly.
6. The Extraordinary General Assembly is convened to decide on the  proposal for early dissolution and on the return of the remaining assets, and is validly constituted when: on first call, two-thirds of the members with the right to vote are present, present and by proxy by mandate; on second call, with the presence of members representing,  at least one third of the beneficiaries present and/or represented.
7. The SCS may be dissolved   by the Extraordinary General Assembly by resolution taken by a majority of three quarters of the members present or represented with voting rights. If it is not possible to decide due to insufficient number of attendees, the President, with the authorization  of the Board of Directors, will convene a new Extraordinary General  Assembly on second call that may decide on the dissolution of  the SCS by majority vote of the members present,  present or by proxy, not before sixty days following the first call. Upon dissolution, the SCS is obliged to return the remaining assets to non-profit organizations of social interest or for purposes of public utility.

Art. 7.- Of the Board of Directors

1. The Board of Directors is composed of nine members.
2. The permanent members are members by right of the Board of Directors and remain in office, unless expressly waived or distrusted expressed against them and substantiated by three-fifths of the members with the right to vote.
3. The General Assembly elects the elective members of the Board of Directors in the required number in addition to   the permanent members  – members of right.
4. The Board of Directors appoints from among its members: a) The President; b) The Vice-President, the Treasurer and the Secretary.
5. The Board of Directors is validly constituted when the majority of its members are present.
6. The Board of Directors carries out all ordinary and extraordinary management acts that are not expressly attributed to the General Assembly and corresponds to it, in particular: a. Prepare the scientific program, activities and balance sheet of the SCS for the following financial year; b. Propose to the General Assembly the formation of regional or interregional Sections and thematic or responsible “Groups” (director and secretary) of organizational areas within the SCS; c. Approve the programs of the groups and/or sections and determine the amounts of funding, after the opinion of the respective coordinators of groups and/or sections; d. Administer the assets of the SCS and authorize expenditures; e. Prepare the annual report on the activity carried out by the SCS and the financial statement and estimated budget to submit to the General Assembly for approval; f. Decide on the organization or sponsorship of congresses and other local, regional, national and international scientific meetings; g. Examine and comment on the proposals to reform the Bylaws to be submitted for approval by the General Assembly; h. Appoint a representative of the SCS to federations, other companies or international organizations; i. To submit to the General Assembly the nomination of ordinary and party members for ratification, and to submit the names of the members for whom expulsion is proposed; j. Propose to the General Assembly the appointment of honorary members; k. Decide the amounts and form of payment of the membership fee; l. Propose to the General Assembly the expulsion of any member.
7. The Board of Directors remains in office for threeyears;  elected members may be re-elected  for another additional triennium  consecutively, but may not be elected to the same office until a full three-year term has elapsed.
8. If during the year one or more of its members cease to hold office (in case of resignation communicated in writing to the Board of Directors or by exclusion agreed by  the Board of Directors for serious reasons),  the Board of Directors will proceed to   replace them with members regularly registered among the first among those not elected, that is:  by election on first call.
9. The convocation of the Board of Directors is decided by the President or requested and convened automatically by two members of the same Board of Directors. Decisions shall be taken by the vote of an absolute majority of those present and, in the event of a tie, the President shall have a casting vote.
10. The meetings of the Board of Directors  are validly constituted when the majority of its members are present.
11. The meetings of the Board of Directors and its resolutions are valid, even if they have not been formally convened, when all the members in office are present.
12. The meetings of the Board of Directors may be held by telephone or by electronic means, provided that all attendees are identified and the agenda, the different speeches and the final agreement are recorded on paper.
13. The Board of Directors may delegate its powers to one or more members, determining the content, limits and modalities of exercise of the delegated powers, in matters not reserved by law to the competence of the collegiate body.
14. The SCS may engage the members of the Management Board as employees of the SCS for the performance of work constituting a work activity within the functions or object of the SCS set out in Article 1 and the exceptions set out in Article 5.

In addition, an external organization, for a limited time, may be entrusted with the management of the secretariat, the publication of conference and course proceedings, the  edition  of industry guides and  magazines and the organization of courses, symposia and congresses.

In compliance with the provisions herein and the legal provisions, the Board of Directors may establish specific rules for its operation and for the functioning of the groups, sections and / or other organizational and scientific structures that it intends to use for the achievement of the corporate purpose and / or for the determination of the verification systems that evaluate the type and quality of the activities carried out.

The minutes of the meetings of the Board of Directors shall be drawn up in an appropriate book, signed by the President and the Secretary.

Art. 8.- President, Vice-President and Treasurer

1. The President shall legally represent the SCS and is its official spokesperson; presides over the Board of Directors and the General Assembly  ; convenes the General Assembly and the Board of Directors in case of ordinary and extraordinary calls.
2. The Vice-President collaborates with the President in the performance of the functions within his competence and replaces him in each attribution when he is prevented from exercising his functions. The Vice-President is also responsible for treasury management and accounting if the Treasurer has not been appointed, or if he has been, if he or she would have been prevented from performing such functions.
3. It is the responsibility of the Secretary General to draw up the minutes of the meetings of the Board of Directors and to fix them at the registered office of the SCS. The Secretary is also responsible for drawing up the inventory of the social heritage as well as preparing the programs related to the scientific activities  of the SCS, including all activities for the fulfillment of all the requirements to obtain accreditation.
4. It is up to the Treasurer to collect social contributions, provide the necessary means to carry out social activities, establish the procedures and terms for the allocation of social contributions collected and for the other activities of the SCS, as well as professional fees and reimbursements of expenses authorized and sustained by the members of the Board of Directors. Likewise, the Treasurer may act, for ordinary and extraordinary acts, by delegation granted by the President in accordance with the powers conferred on him.

Art. 9.- Board of Arbitrators

1. Every three years, the General Assembly  appoints the Board of Arbitrators composed of three members.
2. Disputes arising between members regarding the affiliation relationship or between them and the SCS and its organs shall be referred to such Arbitrators, who shall adjudicate without procedural formalities.

Art. 9.- Books of the Association      
A Book of Minutes and Meetings will be kept, in which what happened in them will be recorded.

Art. 10.- Of the members of the Association

First.- Disclaimer

The members of  the SCS  are exempt from all individual responsibility for the commitments assumed by the SCS.

Second.- No member shall have individual right to any part of any assets or property of the SCS.

Third.- Application for admission and requirements.               

The competent body to decide on applications for admission of candidates for membership is the Board of Directors. The applicant, in the application for admission, must specify their complete personal data, commit to the payment of the annual self-financing fee determined by  the Board of Directors  and fully comply with the Bylaws and regulations adopted.

Admission as an ordinary member or external collaborator is subject to the submission of a specific written request addressed to the President by the interested party. This request must contain the necessary information for its assessment, as well as the commitment to pay the annual self-financing fee determined by the Board of Directors, in full compliance with the Statutes and regulations adopted. The ordinary applicant member up to date in the payment of membership fees must endorse the application. The Board of Directors will examine this request and, in case of positive evaluation, will propose the admission of the new member to the General Assembly for ratification. All candidate members admitted by the General Assembly become full members from the date of payment of the membership fee. The candidate member is notified, by the same means provided for other communications to members, of the admission decision.

The option of proposing a new member to the General Assembly is entrusted to the unquestionable decision of the Board of Directors.

The Board of Directors establishes in advance the amount and form of payment of annual membership fees for ordinary members. Ordinary members who are up to date with the payment of social contributions and, in particular, those who have paid the quota for the current financial year have the right to vote. The board of directors,   the  founding members and the honorary members shall be exempt from the payment of the membership fee and shall retain their voting rights.

Fourth.- Categories of members:  

1.  Founding members: those who contribute to the formation of the SCS. They are eligible for official positions, their membership status is automatically renewed without application or payment of the membership fee.
2. Permanent members: those founding members who have devised the original project to bring together professionals and academics who are experts in Strength and Fitness. They are permanent members of the Board of Directors and have voting rights. They are eligible for official positions, their membership status is automatically renewed without application or payment of the membership fee.
3. Ordinary members: those who apply for and obtain membership of the Board of Directors. They have the right to vote and are eligible for official office. Their de facto membership is subject to registration and payment of membership fees.
4. They are graduates or graduates in the biomedical/sports sector (ordinary “tenured” members) or are persons who, by their profession, activity they carry out and/or cultural training, distinguish themselves in achieving the aims of the SCS (ordinary “exceptional” members).  They may be represented by public or private bodies of any kind. The number of ordinary members is unlimited.
5. Honorary members: those appointed by the General Assembly at the proposal of the Board of Directors selected from among persons, organizations or institutions that contribute decisively, with their work or ideal and / or economic support, to the achievement of the institutional purposes of  the SCS or distinguishing for their special personal and scientific commitment in the sector. Honorary members will be exempt from paying the annual membership fee.
6. Temporary membership status is not supported.
7. Membership is non-transferable.
8. External Sponsors are also supported. These are individuals, companies and cultural associations, organizations, industrial companies and associations that, not being endowed with the requirements provided for in this article, support the SCS through their voluntary activity or by other means and contributions. These persons may participate and speak at general meetings (as a representative in the case of societies), but they do not have voting rights and cannot be elected to official positions.

Fifth.- Rights of associates. Every associated person has the right to:

1. Challenge the agreements and actions contrary to the Law of Associations or the Statutes, within a period of forty calendar days, counted from that in which the plaintiff had known, or had the opportunity to know, the content of the contested agreement.
2. To be informed about the composition of the governing and representative bodies of the SCS, its statement of accounts and the development of its activity.
3. Know, at any time, the identity of the other members of the SCS, the statement of income and expense accounts, and the development of its activity, in the terms provided in the regulations on the protection of personal data.
4. To be summoned to the General Assemblies, attend them and exercise the right to speak and vote in the General Assemblies, being able to confer, for this purpose, their representation to other members.
5. Participate, in accordance with these Statutes, in the management bodies of the SCS, being a voter and eligible for them.
6. Appear in the file of Members provided for in current legislation, and make use  of the SCS logo, if any.
7. Possess a copy of the Statutes and the Internal Regulations, if any, and submit requests and complaints to the governing bodies.
8. Participate in collective social events, and enjoy the elements intended for common use by members (social premises, libraries, etc.).
9. Be heard in writing, prior to the adoption of disciplinary measures, and informed of the causes that motivate them, which may only be based on the breach of their duties as partners.
10. Unsubscribe at any time, without prejudice to the commitments acquired pending compliance.              

Sixth.- Duties of associates.  The duties of the partners are:

1. Share the purposes of the SCS and collaborate in its achievement.
2. Pay the fees, spills and other contributions that, according to the statutes, maycorrespond to each member.
3. Comply with the rest of the obligations arisingfrom the statutes.
4. Abide by and comply with the agreements validly adopted bythe governing bodies of the SCS.
5. Contribute to the maintenance of expenses with the payment ofthe quotas that are established.
6. Any other duty established by the General Assembly, by the Junta Directiva, by these statutes or in the applicable regulations.

Seventh.- Loss of associate status.

1st.- A member may withdraw from the SCS by  written notification or by electronic means. The withdrawal will take effect from the date of end of the fiscal year during which it was exercised.

2nd.- A member may be excluded from the SCS in case of breach of the  duties provided for in point five of article 10 of these Statutes or for other serious causes that cause moral and/or material damage to the SCS itself.

3rd.- The member declared deprived of his rights of affiliation due to late payments may request the SCS to register again no earlier than two years after the exclusion, or may request readmission before this period by paying all outstanding fees.

4th.- The exclusion of a member is decided, with the exception of the Full Members, by the Board of Directors in secret ballot and after hearing the justifications of the interested party. Appeal to the General Assembly is allowed  within 30 days. The exclusion of a Permanent Member is decided by an open vote of the other Permanent Members. Appeal to the General Assembly is allowed  within 30 days.

Art. 11.- Initial patrimony and economic resources            

1. The SCS, which has no foundational assets, will have the following resources:

1st.- Contributions and entry fees;

2nd.- Income derived from symposia, events or participation in events; seminars, courses, recertification fees, exams; etc.

3rd.- Donations and legacies in money or in kind of persons and / or entities whose purposes do not oppose the corporate purpose.

4th.- Any other income admitted under the Law.

2. The SCS is obliged to use operating profits or surpluses for the performance of institutional and related activities.

3. The social patrimony is indivisible and consists of:

1st.- The movable and immovable property that becomes the property of the SCS;

2nd. Provisions, bequests and donations expressly intended to increase wealth;

3rd.- The reserve funds constituted by budgetary surpluses;

4. The SCS is  prohibited from distributing, even indirectly, profits or surpluses, as well as funds, reserves or capital during the existence  of the SCS, unless the destination or distribution is imposed by law or made in favor of other organizations that by law, Bylaws or regulations are part of the same shared structure.

5. The Board of Directors may reject any donation intended to influence the work of the SCS in any way.

Art. 12.- Dissolution of the Association       

1. The SCS will  be dissolved for the reasons provided  for in the Statutes and, failing that, by the will of the associates expressed in the Extraordinary General  Assembly convened for that purpose, as well as for the causes determined in article 39 of the Civil Code and by final judicial sentence.
2. In all cases of dissolution, the patrimony must be given the destination provided for in the Statutes.
3. In case of dissolution The SCS is obliged to transfer the assets of the organization, in case of dissolution of the latter for any reason, to other non-profit institutions or organizations of public utility.

Art. 13.- Closing date of the associative year             

The associative exercise of the SCS is annual and enters into force on the first day of January of each year, coinciding with the end of the year with December 31. The annual accounts contain all revenue and expenditure incurred during the last financial year.

The financial statements are drawn up by the Board of Directors and approved  by the ordinary GeneralAssembly with the majorities provided for in these Regulations, presented at the registered office of  the SCS at least 20 days before the meeting and may be consulted by all members.

The annual accounts must be approved by April 30 of the year following the end of the financial year.

Art. 14.- Coordinationand Sections

1. For the achievement of its purposes, the SCS may associate with similar or ideologically related institutions, affiliate with international and national organizations and scientific societies, on the basis of its Articles of Incorporation and Bylaws with the prior resolution of the Board of Directors.
2. Federations, confederations or unions may be formed.
3. The formation of thematic “Groups” within the SCS is allowed.
4. Thematic groups bring together members with shared and specific research interests.
5. The Board decides on the institution of the Thematic Groups, independently or at the request of at least twenty members in good standing on the payment of membership fees.
6. A Director and a Secretary are provided  for each Section or Group elected by the respective members whose term of office shall be three years, beginning on 1 January following the election and shall be renewable only once consecutively.
7. In the absence of election, within 30 days of expiration, the Board of Directors shall appoint the regional contact point pro tempore in office until the end of the election and, in any event, not after the loss of the Board of Directors providing for the appointment.
8. The Director of the Regional  or Foreign Section may optionally designate the Secretary of Section to remain in office for the duration of the term of office of the Regional Director envisaged for the appointment  . The position of  Section or Group Director is incompatible with other elective positions within the SCS.
9. At the request of the President, the Directors  are obliged to submit to the Board of Directors for approval the program of the initiatives to be implemented, within their respective competences, with the respective request for financing.
10. Every three years, the activity of the Sections and Groups is subject to verification by the Board of Directors, which will decide on their renewal.

Art. 15.- Prohibitions and obligations

The SCS is obliged to comply with the following prohibitions and obligations:

1. Prohibition of distributing, even indirectly, profits or surpluses, as well as funds, reserves or capital during the existence of the SCS, unless the destination or distribution is imposed by law or made in favor of other non-profit organizations that by law, statutes or regulations are part of the same shared structure.
2. Exclusive pursuit of social solidarity purposes;
3. Prohibition of activities other than the institutionsreferred to in Article 1 of  thesestatutes, with the exception of any directly related activity;
4. Obligation to use operating profits or surpluses for the performance of institutional and related activities;
5. Obligation to draw up the annual declaration;
6. Use in relation to the name and in any distinctive sign or communication addressed to the public, of the phrase”Non-Profit Association”.