Article 1 - Denomination

Under the name of FORO MADRID CARGA AEREA (MADCargo) a non-profit ASSOCIATION is constituted, under the protection of the Organic Law 01/2002 of March 22, 2002, regulating the Right of Association.

The Association responds to democratic principles in its organization and operation, guaranteeing the autonomy of its Members, without prejudice to the binding nature of the Association's agreements in decisions affecting the common interest of its members.

Article 2 - Duration

The Association is constituted for an indefinite period of time. Its dissolution shall be carried out in accordance with the laws and the precepts contained in these Bylaws.

Article 3 - Legal Personality

The Association has legal personality and the capacity to act necessary for the fulfillment of its purposes.

Article 4 - Purposes

The purposes of the Association are:

1. The promotion of air cargo in Spain and especially in the Community of Madrid.
2. The definition of global and integral strategies for the air freight logistics chain, with the aim of contributing to improving Madrid's competitive position on the international logistics map.
3. To be a center for debate, reflection and a meeting point for the search for common positions, promoting collaboration among all participants in the air cargo logistics chain.
4. To foster professionalism in the air cargo industry by providing specialized training and promoting good professional practices.
5. To promote and disseminate general knowledge of the reality of the air cargo industry through the preparation and dissemination of reports, studies, analyses and publications.
6. To promote the growth, competitiveness and innovation of air freight through the promotion, design and implementation of all types of projects related to innovation, digitalization, sustainability and the development of air cargo.
7. To be a spokesperson for the problems and aspirations of its members with reference to the Association's scope of action.
8. To establish collaborative relationships with public and private, national or foreign entities to facilitate the fulfillment of the aims and objectives of the Association.
9. To organize seminars, conferences, short courses, seminars, congresses and other events of a similar nature, in order to contribute to the better dissemination of the approaches and objectives of the Association.
10. To participate in fairs, congresses, conferences and similar events organized by third parties, both national and international, in order to promote the aims and objectives of the Association.
11. To manage as many proposals and initiatives related to air cargo as may be of lawful benefit to the Members or to the Association as such.
12. In general, to intervene, promote, defend, manage and follow all procedures, advocate and assist in all matters within its competence, in the functions listed above, or any other related to them and to the primary purposes of the Association.

Article 5 - Domicile and Scope

By agreement of the Board of Directors, the registered office of the Association is established at Calle Bahía de Pollensa, 5, 28042 Madrid.

The Board of Directors may make subsequent changes to the address of the Association, if deemed necessary.

The scope of the Association's activities includes mainly the Autonomous Community of Madrid, and it may also carry out activities at the national or international level.

Article 1 - Members .

Membership of the Association shall be open to those individuals or legal entities, public or private, who have or may have an interest in air cargo transport and air logistics in Madrid.

Article 2 - Procedure

Individuals or legal entities wishing to be admitted as members of the Association must apply in writing and provide the information necessary for their identification..

The application must be supported by a Member who presents it and states that he/she knows the candidate.

The Executive Committee shall decide on applications for admission, and its resolutions shall be ratified by the Board of Directors at its first meeting.

Honorary Members and Institutional Members are exempt from making the above request. Instead, an invitation will be sent to them by the Executive Committee, and if the person or entity accepts the offer, their admission will be ratified by the Board of Directors at the first meeting held.

All Members shall be registered and recorded in the Book that shall be kept for this purpose, subject to the confidentiality and reserve required by the legislation in force.

Article 3 - Classes of Members

1. Founding Members are those persons who signed the Association's Articles of Incorporation and shall be considered, for all purposes, as ex officio Professional Members.
2. Professional Members. Members are individuals who join the Association after its incorporation.
   • The Board of Directors may create different levels of dues for professional members, depending on their personal circumstances and/or different membership benefits depending on the level of dues.
3. Protector Members. Those legal entities that through their economic or material contributions decisively support the financing of the activities of the Association and contribute to the maintenance and development of the same, are Protector Members of Foro MADCargo.
   • The minimum contribution shall be 1,000 euros. The Board of Directors may vary this minimum fee, as well as create different categories of Protector Members according to their contributions.
4. Institutional Partners. Institutional Partners of Foro MADCargo are those institutions and legal entities that maintain collaboration agreements with the Association to carry out joint activities, support Foro MADCargo initiatives or the dissemination of the same.
   • Institutional members are exempt from paying dues, and other forms of economic collaboration may be established.
5. Honorary Members, those who, due to their prestige or relevant contribution to the purposes of the Association, are worthy of such distinction. The appointment of Honorary Members shall correspond to the Board of Directors.

Article 4 - Causes for loss of membership.

Membership shall be lost for any of the following reasons:

1. By voluntary resignation, communicating it in writing to the Board of Directors.
2. For non-compliance with its economic obligations, if it fails to pay the periodic dues established in the internal operating regulations.
3. For improper conduct, for discrediting the Association with acts or words that seriously disturb the events organized by the same and the normal coexistence among the Members.
4. Failure to respect the resolutions validly adopted by the Association or its bodies.

Article 5 - Penalties

Sanctions that may be imposed on members of the Association for failure to perform their duties are:

2. Termination of Membership.

Article 6 - Sanctioning Procedure

Without prejudice to its development in the internal operating regulations, the corresponding proceedings shall be carried out in the event of sanction and separation of the Members, informing in all cases the affected party of the facts that may give rise to such measures, being heard beforehand, and the resolution adopted in this regard shall be reasoned.

Article 7 - Rights of Members

Professional Members and Founders shall have the following rights:

1. To participate in the Assemblies with voice and vote.
2. To be electors and eligible for elective office.
3. To be part of the Commissions and Project Teams.
4. To participate in all activities organized by the Association in fulfillment of its purposes.
5. To enjoy all the advantages and benefits that the Association may obtain and the services it may make available.
6. To be informed about the composition of the governing and representative bodies of the Association, its state of accounts and the development of its activity.
7. To make suggestions to the members of the Board of Directors in order to better fulfill the purposes of the Association.
8. To challenge the resolutions of the Association's bodies that it deems contrary to the Law or these bylaws.
9. To be heard prior to the adoption of disciplinary measures against him/her.

Honorary Members shall have the same rights mentioned above except for the right to vote in the General Assembly, the right to vote and to be eligible for elective and elective offices and the right to challenge resolutions.

Protector Members shall enjoy the following rights:

1. To be listed as a Protective Partner on the website foroMADCargo.org with a direct link to its corresponding corporate website and on the Foro MADCargo account on LinkedIn.
2. Receive a badge certifying their status.
3. Possibility, if you wish, to make public mention of your status as a Protector Member using the Association's logo.
4. Appear as a Protector Member in the documentation and events organized by the Association.
5. To participate in all the activities organized by the Association by means of the attendance of up to two persons in representation of the Protecting Member and under the same conditions as the Professional Members.
6. To participate, with voice, but without vote, in the General Assembly.
7. Participate in Project Teams.
8. Obtain discounts and membership conditions in MADCargo Academy courses as well as in any other product or service that the Association may offer.
9. Have priority over non-Members in sponsorship opportunities that may be offered by Foro MADCargo.

Institutional Members shall enjoy the following rights:

1. To be listed as an Institutional Partner on the foroMADCargo.org web site.
2. Receive a badge certifying their status.
3. Possibility, if you wish, to make public mention of your status as an Institutional Member using the Association's logo.
4. To participate in the activities organized by the Association to which he/she is summoned, being able to express his/her points of view in them, although abstaining from participating in the possible votes that could be carried out.
5. Obtain discounts and membership conditions in the courses offered by MADCargo Academy, as well as in any other product or service that the Association may offer.
6. To have priority over non-Members in sponsorship opportunities offered by Foro MADCargo.

Article 8 - Duties of Members .

Members shall have the following obligations:

1. Share the aims of the Association and collaborate to achieve them.
2. Contribute to the maintenance of the Association by paying the entrance fees that may be established, the ordinary fees established by the General Assembly and the extraordinary fees determined by the Board of Directors. Honorary Members and Institutional Members are exempt from paying dues.
3. To abide by and comply with the resolutions validly adopted by the governing and representative bodies of the Association.
4. To attend the Assemblies and other events that may be organized.
5. To comply with the rest of the obligations resulting from the statutory provisions.

Article 1 - Governing and Representative Bodies of the Association

The governing and representative bodies of the Association are:

• General Assembly.
• Board of Directors.
• Executive Committee

Article 1 - Nature

The General Assembly is the supreme governing body of the Association and shall be composed of all Members.

Article 2 - Meetings

The meetings of the General Assembly shall be ordinary and extraordinary. Ordinary meetings shall be held once a year, and extraordinary meetings shall be held when circumstances so require, in the opinion of the President, upon convocation by the Board of Directors, or when requested in writing by 45 percent of the Members.

The Chairman, First Vice-Chairman and Secretary of the General Assembly shall be respectively the Chairman, Vice-Chairman and Secretary of the Board of Directors.

The meetings of the General Assembly may be held by videoconference or by multiple telephone conference, provided that all the participating Members have the necessary means, the Secretary recognizes their identity, and so states in the minutes, which shall be sent to the e-mail addresses of each of the attendees. In such cases, the meeting shall be deemed to have been held at the registered office.

Article 3 - Calls

The calls of the General Assemblies, both ordinary and extraordinary, shall be made in writing, stating the place, day and hour of the meeting, as well as the agenda. At least 15 calendar days must elapse between the call and the date set for the holding of the Assembly on first call, and the date on which the Assembly shall meet on second call may also be stated if appropriate, with no less than half an hour being allowed between one and the other.

For reasons of urgency, the aforementioned deadlines may be reduced by half.

Notices may be sent either by e-mail or by electronic messaging to the e-mail addresses or telephone numbers provided by the Members to the Secretariat.

The circumstances of celebration and the use of telematic means:

• They shall be indicated in the notice of the meeting, which shall be deemed to be held at the domicile of the Association.
• It shall ensure real-time communication, and therefore the unity of the event, so that one, several or all the Members may attend the meeting telematically.

The Secretary shall recognize the identity of the attending Members and ensure that all participants have the appropriate technological means, and shall express this in the Minutes.

Article 4 - Quorum for the validity of the Constitution and quorum for the adoption of resolutions .

The General Assemblies, both ordinary and extraordinary, shall be validly constituted on first call when at least half plus one of the Members with voting rights are present or represented, and on second call, regardless of the number of Members with voting rights. Resolutions shall be adopted by a simple majority of votes of the persons present or represented when the affirmative votes exceed the negative votes, blank votes or abstentions not being computable for these purposes.

A qualified majority of the persons present or represented shall be necessary, which shall result when the affirmative votes exceed half of them, in the resolutions related to:

• Dissolution of the Association.
• Modification of Bylaws.
• Disposition or alienation of assets.

Article 5 - Powers of the Ordinary General Assembly

The Ordinary General Assembly shall have the following powers:

1. Approve, as the case may be, the management of the Board of Directors.
2. Examine and approve the Annual Accounts.
3. Approve or reject the proposals of the Board of Directors regarding the activities of the Association.
4. Ratify the ordinary or extraordinary dues established by the Board of Directors.
5. Election of the members of the Board of Directors.
6. Modification of the Bylaws.
7. Dissolution of the Association.
8. Ratification of the resolutions on expulsion of Members, adopted by the Board of Directors.
9. Ratification of the agreements of constitution or integration in Federations or Confederations.

Article 1 - Nature and Composition

The Board of Directors is the representative body that manages and represents the interests of the Association in accordance with the provisions and directives of the General Assembly.

It shall be formed by a minimum of three members, one of whom shall be the Chairman, and the rest shall be Vice-Chairmen.

They shall be appointed by the General Assembly from among the Professional Members of legal age, in full use of their civil rights, who are not affected by legally established incompatibility reasons.

His term of office shall be 4 years.

The Chairman, First Vice-Chairman and Secretary of the Board of Directors shall be respectively the Chairman, Vice-Chairman and Secretary of the General Assembly.

Article 2 - Procedures for the election and replacement of members

The election of the President and the members of the Board of Directors by the General Assembly shall be carried out by free and secret suffrage by means of the presentation of candidacies in closed lists, twenty days prior to the celebration of the corresponding session.

Said lists shall contain the candidacy for the Presidency of the Association and the candidacy of the Vice-Presidents of the Board of Directors provided for in these Bylaws. The candidacies must be endorsed by a number of signatures of electors representing more than 10 percent of the Members. These candidacies must be submitted to the Secretariat at least twenty calendar days prior to the date of the General Assembly.

The First Vice President shall be elected by the Board of Directors from among the Vice Presidents elected by the Assembly.

The office of Secretary shall be elected by the Board of Directors and may be held by a person who is not a Member, in which case he/she shall have voice but not vote in the meetings of the Board.

In the event of termination, resignation or impossibility of any member of the Board of Directors to hold office, or if it is deemed necessary for the better management of the Association to increase the number of members thereof, upon proposal of the President, the Board of Directors may elect a new member from among the Members, whose appointment shall be subsequently endorsed at the first General Assembly to be held.

Article 3 - Removal of members of the Board of Directors

The members of the Board of Directors shall cease to serve:

1. Due to the expiration of their term of office.
2. By express waiver.
3. By agreement of the General Assembly.

The members of the Board of Directors who have completed the term for which they were elected shall continue to hold office until such time as their replacements are accepted.

Article 4 - Meetings and quorum for constitution and adoption of resolutions

The Board of Directors shall meet upon prior notice, and at least 15 days must elapse between the meeting and its holding, either at the initiative of the President or at the request of 50 percent of its members, who must express their request in writing, indicating the topics to be dealt with in their opinion.

It shall be constituted when half plus one of its members are present or represented, and for its resolutions to be valid they must be adopted by majority vote. In the event of a tie, the Chairman or the person acting in his stead shall have the casting vote.

Notices may be sent either by e-mail or by electronic messaging to the e-mail addresses or telephone numbers provided by the Members to the Secretariat.

The circumstances of celebration and the use of telematic means:

• They shall be indicated in the notice of the meeting, which shall be deemed to be held at the domicile of the Association.
• It shall ensure real-time communication, and therefore the unity of the event, so that one, several or all the Members may attend the meeting telematically.

The Secretary shall recognize the identity of the attending Members and ensure that all participants have the appropriate technological means, and shall express this in the Minutes.

The resolutions of the Board of Directors may be adopted without a meeting, by means of a written vote by electronic mail or courier, provided that the Chairman so decides. In such cases, the meeting shall be deemed to have been held at the registered office.

Article 5 - Powers of the Board of Directors

The Board of Directors shall have the following powers:

1. Directing social activities.
2. Execute the resolutions of the General Assembly.
3. To formulate and submit to the approval of the General Assembly the Budgets and Annual Accounts.
4. To adopt the agreements of constitution or integration in Confederations, Federations and Associations of regional or state scope, with other Civil Associations of analogous nature, purposes, Members and territorial and functional scope, that freely decide to do so.
5. To adopt agreements or collaboration agreements with all kinds of organizations, entities and public and private companies, national or foreign, to facilitate the fulfillment of the aims and objectives of the Association.
6. To decide on the change of the Association's corporate name.
7. To elaborate, as the case may be, the Internal Regulations.
8. To supervise the performance of the organs of the Board of Directors.
9. To decide on the admission of new Members, as well as on the sanction or expulsion of its members.
10. Appoint delegates for a specific activity of the Association.

Any other powers that do not fall within the exclusive competence of the General Assembly.

Article 1 - Chairman

The President has the power to bind and commit the Association before third parties, Public Administrations or Institutions within the framework of the functions and activities of the Association according to the Statutes.

The President shall also have the following powers:

1. To legally represent the Association before all kinds of companies, entities and public or private organizations.
2. Convene, preside and adjourn the meetings held by the General Assembly, the Board of Directors and the Executive Committee.
3. Conduct the deliberations of such sessions.
4. Order payments and collections and authorize with his signature documents, minutes and correspondence.
5. To adopt any urgent measure that the good running of the Association may require, or that may be necessary or convenient for the development of its activities, without prejudice to subsequently reporting to the Board of Directors.

The General Assembly may appoint one or more Honorary Presidents, who shall be considered Honorary Members as stipulated in article 8, section e).

In the event that the Honorary President is at the same time a Founding Member or a Professional Member in good standing of the obligations contemplated in art. 13 of the Bylaws, he/she may participate in the meetings of the Board of Directors with voice and vote, as well as perform the functions or activities that may be entrusted or delegated to him/her by the President, as the case may be.

Article 2 - First Vice President .

The First Vice-Chairman shall substitute for the Chairman in his absence, whether due to illness or any other circumstance, and shall have the same powers as the Chairman.

Article 3 - The Secretary

The Secretary shall be responsible for the technical and administrative management of the Association, shall issue certifications, keep the files and custody of the documentation of the entity, or shall entrust this responsibility to third parties.

The Secretary shall take care of the professional keeping, by the Association's own means, or by agreements or arrangements with third parties, of the Association's accounts, so that they reflect at all times its economic situation, the accuracy of receipts and payments, and the statements of accounts and balance sheets to be submitted to the General Assembly.

Article 4 - The Vice Presidents

The Vice Presidents shall have the obligations inherent to their position as members of the Board of Directors, as well as those arising from the delegations entrusted to them by the Board itself or by the President.

Article 5 - Commissions and Project Teams

The Board of Directors may create different Commissions and Project Teams, delegating to them specific areas of action, initiatives, projects or the treatment of specific matters.

The Commissions will have a delegation of projects and activities corresponding to a specific area (such as, for example, training), establishing individual Project Teams for the rest of the cases.

Commissions and Project Teams shall arise at the initiative of the Executive Committee, members of the Board of Directors or Members.

Project Teams can also be a vehicle to collect, channel and attempt to respond to concerns, demands or aspirations of the Members, the Madrid air cargo community or the air cargo industry in general. They may be created through the initiative of the Members by means of a request to the Board of Directors by those Members who wish to form them, stating the activities they propose to carry out.

Under the supervision of the Board of Directors and the management support of the Executive Committee, the Commissions and Project Teams will develop their action plan and calendar of activities under the direction of a Coordinator appointed by the Board of Directors.

The Coordinators of Commissions and Project Teams that are not members of the Board of Directors may be summoned and participate in the same with voice, but without vote.

Article 6 - Gratuity of the Officers of the Board of Directors

The performance of the duties corresponding to the functions of the elected officers of the Board of Directors of the Association shall be free of charge.

Article 1 - Functions of the Executive Committee

The Executive Committee is the delegated body of the Board of Directors that is in charge of the development of the plans approved by the Board of Directors itself, being in charge of the management of the activities, commissions and projects of the association.

The Executive Committee is responsible to the Board of Directors for ensuring that the paid team composed of the Director, employees, collaborators and service providers to the association, functions efficiently and provides the necessary support to the activities, commissions and projects.

It shall be chaired by the President of the association and supervised by the Board of Directors.

The members of the Board of Directors, to the extent of their availability, shall provide support and participate in those meetings or activities of the Executive Committee to which they are summoned by the President.

Article 2 - Composition of the Executive Committee

 The Executive Committee shall be composed of those holding the offices of President, First Vice-President, Secretary and Director of the Association. The team may be completed by other members who, at the proposal of the President, may be appointed by the Board of Directors.

Article 1 - Documentary and accounting obligations

The Association shall keep and update the Register of Members provided for in the Bylaws.

It shall also keep accounts showing a true and fair view of its assets, results, financial situation and activities. It shall also keep an updated inventory of its assets. The management of these functions may be entrusted by the Association to third parties, institutions, professionals or organizations that assume the professional responsibility of its management.

A Minute Book shall contain the minutes of the meetings held by its governing and representative bodies.

Article 2 - Means to know the economic situation

Members wishing to know the status of the financial situation of the Association, should contact the Secretary of the Association by submitting their request in writing, addressed to the Secretary of the Association.

Article 3 - Financial Resources

The economic resources foreseen for the development of the purposes and activities of the Association shall be as follows:

1. Ordinary or extraordinary dues that may be established.
2. Income obtained in the exercise of its activities.
3. Sponsorships, aid and economic collaborations for the realization of the Association's activities.
4. Public or private subsidies that the Association may receive.
5. Those resulting from agreements or collaboration agreements with companies and public or private entities, organizations and institutions.
6. The proceeds and income from your assets, interest from your bank accounts and other financial products.
7. The legacies or inheritances that may be legally received by the Members or third parties.
8. Any other lawful remedy.

Article 4 - Beginning equity and year-end closing

The initial assets of the Association at the time of incorporation were non-existent. The annual budget will be established in due course each year once the Association is in operation.

The close of the fiscal year shall coincide with the last day of the calendar year.

Article 1 - Amendment of Bylaws

The modification of the Bylaws may be proposed by the Board of Directors to the General Assembly, or by a number of Members never less than 45 percent.

The General Assembly, meeting specifically for this purpose, in accordance with the bylaws, may agree to approve the proposed amendment of the Bylaws by a qualified majority of the persons present or represented, which shall result when the affirmative votes exceed half.

Article 2 - Dissolution agreement

The Association shall be dissolved:

1. By the will of the Members expressed by means of a resolution of the General Assembly.
2. Due to impossibility of fulfilling the purposes set forth in the Bylaws, as determined by resolution of the General Assembly.
3. By court sentence.

The dissolution resolution shall be adopted by the General Assembly, convened for this purpose, by a 2/3 majority of the Members present or represented.

Article 3 - Liquidation Committee

In the event of dissolution, a liquidation committee shall be appointed, which, once the debts have been extinguished, and if there is any liquid surplus, shall use it for non-profit purposes.

It corresponds to the liquidators:

1. To ensure the integrity of the Association's assets.
2. Conclude pending operations and carry out new ones, which are necessary for the liquidation.
3. Collect the Association's receivables.
4. Liquidate assets and pay creditors.
5. To apply the surplus assets of the Association to the purposes set forth in this article.
6. Request the cancellation of the entries in the Register.

In the event of insolvency of the Association, the appropriate bankruptcy proceedings shall be filed with the competent judge.