Constitutive Act of the associations and foundations Chapter II of the associations and foundations Art 14 Constitutive Act associations and foundations must be established by public deed (1350, 2643).
The foundation can also be ordered in his will (600).
Article 15 Revocation of incorporation of the foundation
The act of foundation can be revoked by the founder until it is tripped
accreditation, which the founder did not start the task of what God has prepared .
the power to revoke is not passed on to heirs.
Art 16 Constitutive Act and Regulations. Changes
The memorandum and the statute must contain the name of the institution, the indication of the purpose
, heritage and home, as well as rules on the organization and administration.
must also determine, in the case of associations, the rights and obligations associated
and conditions of their admission, and, in the case of foundations, criteria and procedures for
annuities.
The memorandum and articles of association may also contain the rules relating to the entity
extinction and devolution of property, and, for foundations, including those relating to the processing
(28).
Amendments of the Constitution and the statutes must be approved by the
government in the forms mentioned in art. 12 (fl. 4).
Article 17 Purchase of property and acceptance of gifts, inheritances and bequests
The legal person may acquire real property, nor accept any gift or inheritance, or achieve
linked without government permission (473, 782, att. 5 -7).
Without this authorization, the purchase and acceptance have no effect.
Art 18 Directors' responsibilities The directors are responsible to the institution in accordance with the rules of office (1710
et seq.) E ', however, exempt from the responsibility of the directors who participated in the act that has not
caused the damage, except in the case where, due to
knowledge that the act was about to do, he did not consist of dissent
(2392). Comments
view
Article 19 Limitations of powers of representation
The limitations of the power of representation, which is not recorded in the register indicated
art. 33, can not be enforced against third parties, unless there is evidence that they were aware it
(1353, 2298, 2384).
Article 20 Convening the associations
The associations Assembly must be convened by the directors
once a year to approve the budget. The meeting must be
also be convened when they see a need
or when they have made a reasoned request by at least one tenth of the members.
In the latter case, if the directors fail to do so, joining
can be ordered by the Presiding Judge (fl. 8). Article 21 Resolutions of
The general meeting shall be taken by majority vote and with the presence
at least half of the members. In the second call
deliberation is valid whatever the number of participants.
In resolutions approving the budget and those that relate to their responsibilities
administrators did not vote. To change
the articles of association or the statutes, if they are not otherwise provided,
need the presence of at least three fourths of the members and the affirmative vote of a majority of those present
.
to decide to dissolve the association and the devolution of assets
need the affirmative vote of at least three fourths of the members (11).
Section 22 liability claims against the directors
liability actions against administrators of associations for acts performed by them
are deliberated by the Assembly and shall be exercised by the new
directors or liquidators (2941).
Article 23 Cancellation and suspension of the proceedings The Resolutions of conflict with the law, with the Constitution or the statutes
may be canceled at the request of the organs of the body, any associated
or prosecutor.
The cancellation of the resolution does not prejudice the rights acquired by third
of good faith on the basis of acts done in pursuance of resolution
same (1445, 2377).
The President of the court or the investigating judge, after consultation with the directors of the association
, suspend, at the request of the man who brought the appeal
, execution of the decision under appeal, when there are serious reasons
.
The decree of suspension should be reasoned and notified
to administrators (fl. 10).
The implementation of the decisions are contrary to public policy or morality
may also be suspended by the government (fl. 9).
Article 24 Withdrawal and exclusion of members
The quality of member is not transferable, except that the transmission is permitted
of incorporation or the bylaws.
The member can always withdraw from the association if you have not taken
the obligation to belong to a certain time.
The declaration of withdrawal must be communicated in writing to the directors and
take effect with the expiry of the current year, provided
be done at least three months before.
The exclusion of one member can not be resolved by that
for serious reasons, the member may appeal to the court
within six months from the day it was notified of the decision.
The members who have resigned or been excluded or that
have ceased to belong to the association, can not repeat
contributions, nor have any rights to the assets of the association.
Article 25 Monitoring the administration of foundations The governmental authority exercising control and supervision on the administration of foundations;
provides for the appointment and replacement of directors or representatives, when
provisions contained in the foundation can not be implemented, which was annulled after consultation with the directors
, finally disposed of, the deliberations in breach of mandatory rules, when
foundation, public order or morality;
may dissolve the Board and appoint a special commissioner, if administrators do not act in accordance with
status and purpose of the foundation or the law.
The cancellation of the decision is without prejudice to rights acquired by third parties of good faith basis
acts done in pursuance of the same resolution (1445, 2377).
actions against directors for facts about their responsibilities should be authorized by the government and

are exercised by the Special Commissioner,
by the liquidators or the new administrators.
Article 26 Co-ordination and unification of Directors
The government authority may provide for the coordination of the activities of several foundations that
the unification of their administration, while respecting, as far as possible, the will of the founder
.
Article 27 Termination of the legal person
addition to the causes mentioned in the Constitutive Act and the Statute, the legal entity is
extinguished when the purpose has been achieved or has become impossible.
associations also ceases when all members have failed us.
Extinction is declared by the government, at the request of any interested party or office
(fl. 10).
Article 28 Conversion of foundations
If the aim is exhausted or become impossible or of little value, or assets and
become insufficient, the government authority, rather than declare extinct
foundation can provide for its transformation and away the least possible
the will of the founder.
The transformation is not admissible if the facts I would place are
considered in the foundation as a cause of extinction of the legal person
and devolution of property to third parties.
The provisions of the first paragraph of this article and article. 26 shall not apply to foundations
intended to benefit only certain of one or more families (fl. 10).
Article 29 Prohibition of new business
Administrators can not make new, they were just
announced the decision declaring the termination of the legal person or
the measure by which the authority, pursuant to law, ordered the dissolution of
, or has just been adopted by
the resolution of dissolution of the same. If
transgress this prohibition, assume joint and several liability
(1292). Article 30 Settlement
Declared the extinction of the legal person or ordered the dissolution of the association
, proceed to the liquidation of assets according
the implementing rules of the Code (fl. 11-21).
Article 31 Disposal of assets
The assets of the entity, which remain empty after the settlement,
shall be vested in accordance with the articles of incorporation or by-laws.
If they do not have in the case of Trustees shall
governing authority, giving the property to other entities that have
similar purposes in the case of association, we observe the deliberations of the Assembly which established
dissolution and, even when these are lacking
, provides the government authority in the same way.
creditors during the liquidation did not rely on their credit
may demand payment of those to whom the goods are
were donated by the year of completion of the liquidation,
in proportion and limits of what who received (2964 et seq.)
Art 32 Disposal of assets with specified
In the case of transformation or dissolution of an entity to which they were donated or left
assets assigned to other purpose
own institution, the governmental authority that allocates goods,
with the same burden, to other entities that have similar purposes.
Article 33 Registration of legal persons
In each province and created a public register of legal persons
(fl. 22 et seq.) The log must include the date of incorporation,
that the decree of recognition, the name, purpose,
property, duration, where it has been determined, the seat of the legal person
and last name and the names of directors
with the mention of those that are assigned to represent.
Registration can also be ordered ex officio.
The directors of an association or foundation is not recorded, although
recognized and severally liable, together with
legal person, the obligations taken (1292).
Article 34 Registration of acts
The register must also register the amendments to the articles of incorporation and articles of association
, after they are approved by the government,
the transfer of the headquarters and the establishment of branches,
the replacement of directors with an indication of those who are responsible
representation, the deliberations of dissolution, the measures
order declaring the dissolution or termination, the full name of the liquidators
.
If the enrollment has not occurred, the facts which can not be
against third parties, unless there is evidence that they knew about it. Article 35 Disposition
criminal
administrators and receivers that do not require the information prescribed by Articles
. 33 and 34, within the time and manner established
rules of implementation of the Code (fl. 25 and following) shall be punished by a fine
L. 20,000 to L. 1,000,000.
CHAPTER III Of the non-recognized associations and committees
Article 36 of the regulation and administration of non-recognized associations
The internal organization and administration of the associations are not recognized as legal persons
are governed by the members.
Those associations may sue and be sued in the person of persons who, according to these agreements
, and awarded the presidency or the leadership (Code Civ Proc. 75, 78). Article 37
Common Fund contributions of members and assets purchased with these contributions constitute the common fund
association. As long as this lasts, the individual members can not ask for
division of the mutual fund, or claim the amount in case of withdrawal. Article Bonds 38
For bonds assumed by the person representing the association to
third parties may assert their rights in the mutual fund. Of the bonds also respond personally and jointly
people who acted in the name and on behalf of
(Code Civ Proc. 19). Article 39 Committees
committees aid or charity committees and promoters of public works, monuments,
shows, exhibitions, celebrations and the like are governed by the following, except as
and established in special laws.
Article 40 Responsibilities of the organizers
organizers and those who assume the management of the funds raised are personally and jointly responsible
conservation of funds and their intended purpose
announced.
Article 41 Liability of members. Legal representation
Where the Committee has not obtained legal personality (12), its components
and severally liable to the obligations assumed. Subscribers are required
only paying the fines promises.
The Committee may be in court in the person of the President (Code Civ Proc. 75).
Article 42 different uses of the funds
If the funds collected are insufficient for the purpose, or this is no longer feasible, or,
reached the goal, you have a residue of funds, the governmental authority shall determine the allocation of
goods, if this was not dealt with at the time of the constitution.
TITLE III OF ADDRESS AND RESIDENCE
Article 43 The domicile and residence
a person's home is the place where it has established the headquarters of his business interests and
(Code Civ Proc. 139).
The residence is the place where the person has his habitual residence.
Article 44 Transfer of residence and domicile
The transfer of residence can not be relied on as against third parties of good faith, unless it has been reported
in the manner prescribed by law (fl. 31).
When a person has at the same place of residence and place of residence and transfers this
elsewhere, before third parties in good faith shall be considered transferred to the home as well, if you have not done
states otherwise act in which it was reported the transfer of residence.
Article 45 of the domicile of the spouses and minor Interdict
Each of the spouses is domiciled in the place where he established the headquarters of
own business interests. The child
is domiciled in the place of residence of the family or guardian. If parents are separated or
their marriage has been annulled or dissolved or are terminated or civil effects
still do not have the same residence, the child has the domicile of the parent with whom
lives.
The interdict is resident of guardian (343).
See Article 46 of legal persons
When the law makes certain effects depend upon residence or domicile for legal persons
you about the place where and established their headquarters (Code Civ Proc. 141, 145).
Where the premises established pursuant to art. 16 or head resulting from the register is different from the actual
, the third can be considered as the seat of the legal person even this last
(33). Article 47
Domicile
You can give an address for special activities or special business.
This election must be explicitly written (1350).