Bylaws

STATUTES OF THE TECHNOLOGICAL CLUSTER OF AERIAL AND AEROSPACE VEHICLES OF THE CANARY ISLANDS

CHAPTER I: NATURE, PERSONALITY, CAPACITY, DURATION, AND DOMICILE.

Article 1.– Under the name TECHNOLOGICAL CLUSTER OF AERIAL AND AEROSPACE VEHICLES OF THE CANARY ISLANDS, hereinafter referred to as CAAC Cluster, a non-profit Association is established, with full legal personality and patrimony. The exercise of the actions and rights derived from such status shall be carried out in accordance with the provisions of the current regulations.

Article 2.– THE CAAC CLUSTER shall have full legal capacity to acquire, dispose of, and possess all kinds of assets. It may federate, associate, or merge, for the better fulfillment of its purposes, with other entities of national or international scope, as well as participate in them.

Article 3.– In accordance with its nature and purposes, this CAAC CLUSTER shall apply for its qualification as a “Public Utility Entity” before the competent Public Bodies.

Article 4.– The CAAC CLUSTER is constituted for an indefinite period and shall begin its operations at the moment it is registered in the corresponding Public Registry.

Article 5.– The CAAC Cluster Association shall have its registered office at Calle León y Castillo 89, 4th floor, 35004 Las Palmas de Gran Canaria, and at Calle Mazo, 7, 38108 San Cristóbal de La Laguna, Santa Cruz de Tenerife, Canary Islands, and may open branches and offices at any point and scope agreed upon by the Board of Directors.

CHAPTER II: OBJECTIVES.

Article 6.– The CAAC CLUSTER aims to establish itself as an Innovative Business Grouping (AEI) and its social purpose is to engage all actors operating in the sector to promote it as an international center of excellence within the market, consolidate the image and position of the aerial and aerospace vehicle technologies industry, related technologies, and auxiliary services in the Canary Islands Community and at a national and international level, with the aim of involving companies in the sector, public and private research units, and other entities supporting business competitiveness involved in collaborative exchange processes aimed at obtaining advantages or benefits derived from the execution of joint innovative projects, and contribute to the promotion of economic, social, and technological development of the Canary Islands Community and the State in General. According to its objectives, the Association will develop its activities mainly within the Autonomous Community of the Canary Islands, carrying out in particular, the following activities:

1. Promote the launch of innovation and R&D projects defined in the field of aerial and aerospace vehicle technology, by establishing partnerships, Working Groups, or Priority Committees as necessary.
2. Carry out on its own behalf, or commission the realization of study and research projects aimed at deepening the understanding of the sector’s situation in the Canary Islands, as well as in other geographical areas of interest.
3. Promote cooperation between the public and private sectors to achieve joint solutions on mutually interesting issues affecting the world of unmanned aerial vehicles or drones, or related to it.
4. The actions of the CAAC CLUSTER shall be understood without prejudice to the competence of the participating Public Administrations, nor to the purposes and objectives of the other legal entities and individuals that join it.
5. The CAAC CLUSTER will promote and ensure compliance with current legislation, good business practices, and the monitoring of Corporate Social Responsibility principles.

Article 7.– This Association declares its full intention to submit to all provisions of the current applicable regulations on the matter, as well as those that may be issued in the future, being bound to comply with the limits imposed by such rules. Specifically, it commits to adhere to any requirements arising from its potential qualification as a Public Utility Association, if achieved.

CHAPTER III: OF THE MEMBERS AND MEANS

Article 8.– The members may be Honorary, Full, Representative, Technological, and Collaborating.

Article 9.– Honorary Members shall be individuals or legal entities who, due to their significant services or contributions to the CAAC Cluster or in its favor, or due to their outstanding merits in the field of the Association, are designated as such by the General Assembly upon proposal by the Board of Directors.

Article 10.– Full Members shall be individuals or legal entities who, actively adhering to the purposes of the CAAC Cluster, directly participate in its creation, activities, and maintenance.

Article 11.– Representative Members shall be Innovative Business Associations or professional associations with legal personality who, actively adhering to the purposes of the CAAC Cluster, wish to carry out collaboration actions as associations and join it upon prior application addressed to the Board of Directors.

Article 12.– Technological Members are individuals or legal entities, whether public or private, who, actively adhering to the purposes of the CAAC Cluster, have as their corporate purpose and main activity:

Research, Development, and Innovation in the field of unmanned aerial vehicles or drones and wish to carry out technological collaboration or joint research actions with the Association or – through it – its members.

Article 13.– Collaborating Members or patrons are those who, sympathizing with the purposes of the Association, adhering to the purposes of the CAAC Cluster, contribute to the achievement of those purposes, and wish to contribute financially to its development through periodic payments or isolated contributions, defined as a percentage of the total budgeted for the specific actions they wish to develop. The attribution of the Collaborating Member status shall be the responsibility of the Board of Directors.

The conditions to be a Full Member, Representative Member, and Technological Member are:

a) Having legal capacity.

b) In the case of legal entities, the purposes of the Association must be related to their corporate purpose.

c) Submission of an application addressed to the Board of Directors.

d) Compliance with the conditions established by the General Assembly.

Legal entities shall act through a natural person and shall provide a copy of the validly adopted agreement within the entity by the competent body or with sufficient Power of Attorney for such action. This agreement shall express the associative will and designate the natural person representing them.

Regarding the admission procedure, anyone wishing to become a member must submit the corresponding application, indicating compliance with the conditions for membership and adherence to the purposes and Statutes of the Association. The Board of Directors shall, within a maximum period of two months, respond affirmatively or negatively to the admission through a written Resolution. Failure to respond within this period shall be deemed a negative response.

Article 14.– Honorary, Collaborating, and Technological Members shall have the right to attend General Assemblies, with a voice but without voting rights.

Article 15.– Full and Representative Members have full political rights to participate in the Governing Bodies of the CAAC Cluster, always subject to the provisions of the Statutes. Conversely, they have the obligation to participate in the Governing Bodies and activities of the CAAC Cluster, following the guidelines and rules established by the Board of Directors.

Article 16.– Rights of the members. Without prejudice to the foregoing:

1. It is the exclusive right of Full Members: To elect and be elected for positions of representation or exercise of managerial positions.
2. Every member has the right to know at any time the identity of the other members of the Association and the financial status and development of its activities.
3. All members have the right to participate in the governing bodies in accordance with the statutes and current legal regulations.
4. To use those common services of study, information, or support made available to the members.
5. To request and obtain certification attesting to the agreements adopted in the General Assemblies held.
6. To submit questions or proposals that must necessarily be addressed by the President in the following Assembly when individually requested in writing by at least five members. Proposals must be submitted in writing and sent to the Board of Directors within a period not exceeding fifteen days from the date of the General Assembly’s convocation.
7. Likewise, members have the right to be heard, prior to the adoption of disciplinary measures against them. In any case, they shall be informed of the reasons motivating such measures, which may only be based on the breach of their duties as members. The application of sanctions, which shall be carried out in accordance with the statutes of the Association, shall always be justified.
8. As a guarantee of the effectiveness of these rights and those of third parties with whom they establish relations, the CAAC Cluster shall keep a register of members, a minute book, and an accounting book, which shall be duly certified by the Registry of Associations or by the judicial authority, once their registration has been notified. The requirements to be observed by these books and the procedure for their certification shall be determined by regulations.
9. And, in general, any others recognized or resulting in their favor from these Statutes.

Article 17.– Duties of the members.

a) To actively contribute to the achievement of the purposes of the CAAC Cluster.
b) To contribute to the maintenance of its expenses by paying the fees established in accordance with its statutes. In any case:

• Honorary Members: 0% of the fee.
• Full Members: 100% of the fee. If simultaneously a member of a Business Association that is a Representative Member of the CAAC Cluster, 80% of the fee.
• Representative Members: 100% of the fee.
• Technological Members: 0% of the fee.
• Collaborating Members or Patrons: Voluntary contribution determined, which shall be at least annually 100% of the fee.

c) To obey and fulfill the agreements validly adopted by the bodies of the CAAC Cluster.

Article 18.– Loss of membership status. Regardless of its class, membership status is lost for any of the following reasons:

a) Due to death.
b) By their own will, expressed in writing addressed to the Association’s Board of Directors.
c) Due to dissolution.
d) Due to lack of collaboration in the activities and purposes of the Association, in cases determined by the Board of Directors, particularly for non-payment of at least three membership fees.
e) By separation as a result of a sanction, determined by the Board of Directors, when the following circumstance occurs:
Serious, repeated, and deliberate breach of the duties arising from these Statutes and the agreements validly adopted by the General Assembly and the Board of Directors, or through conduct that seriously damages the image of the Association, is contrary to its principles or objectives, or hinders the achievement of its purposes.

In the event that a member incurs in these circumstances, the President may instruct the Secretary to carry out certain preliminary procedures to obtain the necessary information. Based on this information, the Presidency may order to either archive the proceedings, initiate a disciplinary procedure as determined later, or initiate a separation procedure.

In the latter case, the Secretary, after verifying the facts, shall send a written notice to the member, stating the charges against them. The member may respond to the charges in their defense within one month. After this period, the matter shall be presented to the first meeting of the Board of Directors, which shall decide on the matter with a quorum of two-thirds of its members.

The decision of separation shall be notified to the member, informing them that they may appeal against it to the first Extraordinary General Assembly held, which, if not convened within three months, shall be convened solely for this purpose. Meanwhile, the Presidency may decide to suspend the member’s rights, and if they are a member of the Board of Directors, they shall suspend them from holding office.

If the separation procedure is brought before the General Assembly, the Secretary shall prepare a summary of it, so that the Board of Directors can inform the General Assembly of the written response provided by the accused member and duly inform about the facts for the Assembly to make the corresponding decision.

The decision of separation, which shall always be justified, shall be communicated to the member, who may appeal to the Courts if they believe it is contrary to the Law or the Statutes.

When informing a member of their separation from the Association, whether voluntary or as a result of a sanction, they shall be required to fulfill any pending obligations to the Association.

Additionally, members may be sanctioned by the Board of Directors for repeatedly violating the Statutes or agreements of the General Assembly or the Board of Directors.

Sanctions may range from the suspension of rights, from fifteen days to one month, to permanent expulsion, in the terms provided in the previous paragraphs.

For this purpose, the President may order the opening of an investigation to clarify behaviors that may be subject to sanctions. The proceedings shall be conducted by the Secretary, who shall propose to the Board of Directors the adoption of appropriate measures. The imposition of sanctions shall be the prerogative of the Board of Directors and must be preceded by a hearing with the interested party.

Against this decision, which shall always be justified, an appeal may be filed before the General Assembly, without prejudice to the exercise of any legal actions.

Article 19.– For the achievement of its purposes, the CAAC Cluster will primarily rely on the activity of its Members. Therefore, it does not require an initial foundational endowment. However, without prejudice to the foregoing, the foundational endowment of the Association could be established by agreement taken by an absolute majority of its members in the first session of its General Assembly.

The material resources available to it shall be as follows:

a) Membership fees.
b) Grants and aids, of a public or private nature.
c) Donations, inheritances, or legacies.
d) All kinds of assets, movable or immovable, of which the CAAC Cluster holds ownership or enjoyment by virtue of any real or personal right.
e) The fruits, rents, or interests from its own assets.
f) Income derived from its informative activities, courses conducted, consultancy, etc.
g) Any other lawful and legally valid income collected in favor of the CAAC Cluster.

Article 20.– Regarding the fiscal years, it shall be subject to the provisions set forth in Chapter V of these Bylaws.

CHAPTER IV. –

OF THE ORGANS

Article 21.– The Governing Bodies of the CAAC Cluster are as follows:

a) The General Assembly.

b) Honorary Presidency.

c) The Board of Directors.

Both the Board of Directors and the General Assembly may be convened either in person, by videoconference, or electronically, with the chosen modality being specified in the convocation notice.

OF THE GENERAL ASSEMBLY

Article 22.– The General Assembly is the highest deliberative and decision-making body of the CAAC Cluster, and its resolutions shall govern its affairs.

Article 23.– The General Assembly consists of all Full and Representative Members who attend its convocation.

Full and Representative Members shall attend with both voice and vote. Their attendance may be either in person or by granting their representation to other members, by special letter for each meeting, addressed to the President.

In accordance with Article 38, the Presidency of the General Assembly shall be held by the President, without prejudice to its sovereign powers to appoint, in each case, by majority vote, the person who shall preside over it.

Article 24.– The General Assembly shall meet:

a) Ordinarily, once a year within the first semester of each fiscal year.

b) Extraordinarily, when deemed necessary by the Board of Directors or upon the request of a number of Full and/or Representative Members representing at least twenty percent of the total membership.

Article 25.– The General Assembly shall be convened by means of a Notice posted in a public place at the registered office of the Association, with a minimum notice period of fifteen days. Additionally, notification shall be sent to the members by mail, email, or fax, as indicated for such purpose. The convocation shall include the Agenda of the meeting and, if applicable, the indication of where the accounting documents and any other documents related to the purpose of the meeting are available for the members.

Article 26.– It is the responsibility of the General Assembly convened in an ordinary manner:

a) To review the performance of the CAAC Cluster, the Board of Directors, its members, and the members in the functions assigned to them by these Bylaws or by the General Assembly itself.

b) To review and, if applicable, approve the management, actions, and results of the Board of Directors. To examine and approve, if necessary, the Annual Report, Balance Sheets, and Budgets of the CAAC Cluster, presented by the Board of Directors.

c) To decide on the expulsion of members, upon proposal of the Board of Directors.

d) To decide on the appointment of Honorary Members, upon proposal of the Board of Directors.

e) To appoint the Honorary President, upon proposal of the Board of Directors.

g) Any other matters related to the proper functioning of the CAAC Cluster.

Article 27.– It is the responsibility of the General Assembly convened in an extraordinary manner:

a) To agree upon and approve amendments to the Bylaws and Regulations of the CAAC Cluster.

b) To elect the members of the Board of Directors and appoint its President.

c) To dispose of, alienate, or encumber the assets of the CAAC Cluster, without prejudice to the powers that may be delegated to the Board of Directors.

d) To approve the creation or participation in Companies or Entities that collaborate in achieving the purposes.

e) To decide on the dissolution of the Association and the destination of its assets.

f) To request from the Administration the declaration of “Public Utility” of the CAAC Cluster and any other qualification that suits its structure and purposes, as well as to renounce those already granted.

g) To federate, merge, or associate with other National or International Organizations.

h) To consider any matters submitted by the Board of Directors, either on its own initiative or at the request of the Members, in accordance with Article 21.

i) To decide on the dissolution of the Association.

j) All those attributions that by their nature do not correspond to the Ordinary General Assembly.

Article 28.– For the General Assembly, whether Ordinary or Extraordinary, to be validly constituted, the personal attendance of at least half plus one of the Full and Representative Members is required. In the event that this quorum is not met, the Assembly may convene for a second time, at least half an hour later, regardless of the number of members present or represented.

Decisions of the General Assembly shall be made by a majority vote of those present or represented, with each Full and Representative Member having one vote.

Article 29.– Notwithstanding the provisions of the preceding Article, the favorable vote of two-thirds of the members present or represented shall be required, in any case, at an Extraordinary General Assembly for the disposition, alienation, or encumbrance of assets, appointment of the President of the Board of Directors, requests for declaration of Public Utility or obtaining any other qualification, for statutory amendments, and dissolution of the CAAC Cluster.

OF THE HONORARY PRESIDENCY.

Article 30.– It shall be the responsibility of the Honorary President to represent the Association in all institutional events. They shall be elected from among all Honorary Members. In case of vacancy, the Honorary Presidency shall be exercised by the President of the Board of Directors.

OF THE BOARD OF DIRECTORS.

Article 31.– The Board of Directors is the Governing and Administrative Body of the CAAC Cluster, which shall act either in plenary or through the Executive Committee.

Article 32.– Given the spirit and principles that inspire the creation and activities of the Association, the full Board of Directors shall be composed of ten counselors, five from each province, from whom the following positions shall be elected:

a) President.

b) Vice President.

c) General Secretary.

d) Treasurer.

e) Six Elective Members or Area Advisors (or sectorial)

The Manager and their Assistant may attend meetings of the Board of Directors, unless otherwise decided by it, with voice but without vote.

Members of Study Committees, Territorial Committees, Working Groups, or any other advisory bodies created, may attend meetings of the Board of Directors, unless otherwise decided by it, and upon written request from the President, with voice but without vote.

Article 33.– It is the responsibility of the Board of Directors to:

a) Establish specific goals and objectives, as well as plan, promote, and carry out the actions of the CAAC Cluster.

b) Establish delegations of the CAAC Cluster.

c) Determine the collaboration that members must provide to the CAAC Cluster.

d) Propose to the General Assembly the expulsion of members in case of serious violations of the Statutes or their obligations as associates, or for lack of collaboration with the social activities and purposes.

e) Convene the General Assembly with an extraordinary character.

f) Direct and administer the CAAC Cluster.

g) Decide on the acquisition of assets, as well as formulate proposals for their disposal, sale, or encumbrance.

h) Evaluate membership applications.

i) Promulgate rules and regulations governing the activities of the CAAC Cluster, the use of its assets or services, and its dependencies.

j) Draft the Annual Report and prepare the Balance Sheet and general income and expenditure budgets. It may order an audit of accounts when it deems it appropriate.

k) Interpret points and resolve situations not covered in the Statutes.

l) Appoint and dismiss CAAC Cluster personnel.

m) Confer powers with the faculties determined, as well as file all kinds of actions, in court and out of it, granting the necessary General Powers of Attorney for Litigation.

n) Additionally, it may establish bodies within itself aimed at promoting the Association’s purposes, such as Study Committees, Territorial Committees, Working Groups, or any other advisory bodies. These Committees and/or Working Groups must appoint a member to represent them on the Board of Directors upon written request from the President, with voice but without vote.

ñ) Establish the amount and frequency of membership fees, as well as the percentage established for Collaborating Members.

o) Any other responsibilities entrusted to it by the General Assembly.

Article 34.– The Board of Directors shall meet at least once every three months, convened by its President, and as often as deemed appropriate by the President. It shall also be convened when requested by at least four of its members.

Meetings of the Board of Directors shall be convened by the President with a minimum notice of fifteen days, by fax, letter, or any means ensuring its receipt, stating at least the Agenda and the place, date, and time scheduled for the meeting.

In cases of urgency, a circumstance to be determined by the President, the Board of Directors may be convened with a minimum notice of three natural days.

Article 35.– For the Board of Directors to be validly constituted, the personal attendance of the majority of its members is required. Attendance may be in person or by written delegation to any other member. No member may hold more than two delegations. Decisions shall be made by a majority vote, with the President’s vote deciding in the event of a tie.

Article 36.– Duration:

The members of the Board of Directors shall hold their positions for a term of two years from their assumption of office, and they may be re-elected for periods of equal duration.

Vacancies occurring in the Board of Directors for any reason shall be filled by the General Assembly.

Article 37.– The Board of Directors may appoint from among its members an Executive Committee and delegate to it the powers it deems appropriate. The Executive Committee shall consist of the President and no fewer than three, nor more than five members.

The appointment of the Executive Committee requires the favorable vote of two-thirds of the attendees at the Board of Directors meeting where such delegation of powers is decided. Upon the appointment of the Executive Committee, the mode of operation of the committee shall be determined.

PRESIDENT

Article 38.– The President shall have the following powers:

a) Sign documents on behalf of CLUSTER CAAC and represent it legally in or out of court, granting powers for necessary legal proceedings, and may confess in court.

b) Execute the agreements of both the General Assembly and the Board of Directors.

c) Preside over and convene meetings of the General Assembly and Board of Directors.

d) Make appointments as provided in the Statutes.

e) Perform the functions expressly entrusted to him by the bodies of CLUSTER CAAC.

f) Authorize with his signature the minutes of the meetings of the General Assembly and the Board of Directors, together with the Secretary.

g) All other functions derived from the Statutes.

VICE PRESIDENT

Article 39.– The Vice President shall cooperate with the President in the matters entrusted to him and replace the President in cases of absence, impossibility, illness, or for any other reason.

In cases of replacing the President, they will have the same rights and obligations as the President. Otherwise, their vote has the same value as that of the other members.

SECRETARY

Article 40.– The functions of the Secretary shall include:

a) The safekeeping and custody of the Books of the CAAC Cluster.

b) Drafting the minutes of the meetings of the General Assembly and the Board of Directors.

c) Issuing, with the approval of the President, certifications regarding the agreements and data recorded in the Books of the CAAC Cluster.

d) Keeping the Register of Members.

e) Signing the official or routine correspondence of the CAAC Cluster.

f) Any other functions entrusted to them by the Board of Directors.

For the drafting of these documents, a Secretary of Minutes may be designated. In cases of vacancies or absence, for any reason, of the Secretary, the member of the Board of Directors designated by the President shall exercise their functions in this regard.

TREASURER

Article 41.– The functions of the Treasurer shall include:

a) Endorsing with their signature the receipts and payments of the specified amount.

b) Overseeing the accounting direction of the CAAC Cluster and managing the Accounting Books.

c) Negotiating or discounting receipts or similar documents.

This authority may be delegated to the Manager, either entirely or for certain cases.

d) Managing the economic affairs of the CAAC Cluster in all its aspects, in accordance with the guidelines set by the Board of Directors.

MANAGER

Article 42.– The Board of Directors shall appoint a Manager, having the freedom to select the suitable person from the presented candidates, determine the faculties corresponding to them, as well as their remuneration and work regimen.

Unless otherwise specified in their appointment, the Manager shall have the following basic lines of action:

a) Execute the agreements and directives adopted by the Board of Directors.

b) Oversee the existing services in the CAAC Cluster, carrying out any necessary organizational functions for the better achievement of its objectives.

c) Contract projects, studies, and services, in accordance with the objectives of the CAAC Cluster and under the conditions stipulated in the corresponding regulations.

d) Prepare, propose, and direct, after approval, the action programs that the CAAC Cluster can carry out in each fiscal year.

e) Submit, for approval by the Board of Directors, within their respective competencies, all projects regarding new facilities, services, or activities of the CAAC Cluster, as well as the expansion or reform of existing ones.

f) Draft and propose to the Board of Directors, within their respective competencies, the execution of collaboration, assistance, and acquisition contracts that it deems appropriate to conclude.

g) Organize the General and Auxiliary Accounting of all activities or services, as well as the mechanics of collections and payments. They may negotiate or discount receipts or other similar documents, within the expressly specified limits.

h) Propose the appointments and remunerations of all persons related to the CAAC Cluster, the type of contract to be concluded with them, as well as their separation and organization of their activities and work regimen.

i) Authorize payments and manage the accounts of the CAAC Cluster in Banks or Savings Banks or other Credit Entities, within the limits expressly imposed and with the approval of the Treasurer, in the cases or limits established.

j) Prepare and present to the Board of Directors the Budgets of the CAAC Cluster, whether the general ones or the specific ones for any service or activity.

k) Represent the CAAC Cluster, by delegation of the President, in and out of court, as well as in all its relationships with public authorities, entities, corporations, and legal or natural persons, of any kind.

The functions of the Manager are incompatible with the position of a member of the Board of Directors. Their appointment shall be indefinite, without prejudice to the Board of Directors being able to decide their removal from said position by agreement adopted in accordance with the provisions of these Statutes.

ASSISTANT TO THE MANAGER

Article 43.– The Board of Directors shall appoint an Assistant to the Manager, having the freedom to select the suitable person from the presented candidates, determine the faculties corresponding to them, as well as their remuneration and work regimen.

Unless otherwise specified in their appointment, the Assistant to the Manager shall have the basic line of action of collaborating, cooperating, and assisting the Manager in their basic lines of action, developing the matters entrusted to them by the Manager, and substituting for the Manager in cases of absence, impossibility, illness, or for any other reason, and should have their regular place of work in the other province where the Manager has theirs.

CHAPTER V

ANNUAL FINANCIAL YEAR AND ACCOUNTS

Article 44.– The financial year shall be annual and shall coincide with the calendar year. By way of exception, the first financial year shall run from the date on which the CLUSTER CAAC is registered in the corresponding Public Registry until the thirty-first of December of the current year.

Article 45.– The CLUSTER CAAC shall draw up an ordinary budget for each financial year, which shall include current income and expenditure. Within the first four months of each financial year, the CLUSTER CAAC shall draw up the liquidation of the ordinary budget and the Balance Sheet corresponding to the previous financial year, as well as a Report on the activities carried out during the said financial year and on economic management.

CHAPTER VI

DISSOLUTION AND LIQUIDATION

Article 46.- The causes for liquidation shall be as follows:

a) The impossibility to fulfill the purposes for which the CLUSTER CAAC was created.

b) By merger or integration into another Entity, when it implies the loss of its legal personality.

c) By resolution of the General Assembly, adopted with the majority provided for in Article 29.

d) By final court judgment.

Article 47.- Once the dissolution has been agreed upon, the liquidation process will commence. For this purpose, the Board of Directors shall act as the Liquidation Commission, without prejudice to the powers of the General Assembly to appoint an odd number of individuals to carry out such liquidation.

Article 48.- Upon dissolution, the CLUSTER CAAC shall cease its ordinary activities and commence liquidation operations. The liquidators shall prepare the final liquidation account, showing the resulting Net Assets, once all debts have been paid.

Article 49.- Once the social assets have been liquidated, the Board of Directors shall determine the destination of the assets of the CLUSTER CAAC, which shall be applied to objectives that are similar to or related to the reasons that led to its creation.

CHAPTER VII.

AMENDMENT OF THE BYLAWS.

Article 50.- Amendments to the bylaws shall be agreed upon in a General Assembly of members, expressly convened for this purpose, and shall only take effect to the detriment of third parties once they have been registered in the Registry, in accordance with the provisions of the Law.

CHAPTER VIII.

JURISDICTION AND COMPETENCE.

Article 51.- Jurisdiction. For all kinds of judicial actions between the Association and its members, arising from their status as such, the Courts and Tribunals of the Association’s domicile shall be deemed competent, to the exclusion of any others, without prejudice to those cases in which the Law establishes special jurisdiction.