Revision History
Significant changes to this draft are logged here so reviewers can see what moved without re-reading the whole document. This table is part of the working draft only; it will not appear in the filed version.
| Date | Articles | Change |
|---|---|---|
| 2026-08-13 | 1a (new) | Added a definitions article (Statutes, Member, Board, General Assembly, Guest, fees, Internal Regulations) |
| 2026-08-13 | 2 | Removed "non-competitive" from the aims so americanas and future tournaments are not excluded; the inclusive, all-abilities ethos stays |
| 2026-08-13 | 5 | Trimmed the explanatory sentence about minors; the 18+ membership requirement itself is unchanged |
| 2026-08-13 | 7 | Fee wording standardised (see Article 1a); mediation duty now points to the new Article 9a |
| 2026-08-13 | 9 | The three infraction levels (minor / serious / very serious) are now defined in the article itself; examples live in the Internal Regulations |
| 2026-08-13 | 9a (new) | Added the mediation procedure that Article 7 refers to |
| 2026-08-13 | 11 | The internal rules document is now named: the Internal Regulations (reglament de règim intern) |
| 2026-08-13 | 12 | Members requesting an extraordinary Assembly now have a stated mechanism (written request to the board) |
| 2026-08-13 | 14 | Quorum changed from "any number present" to a double-call system: half the members on first call, any number on second call |
| 2026-08-13 | 22 | Added that detailed role descriptions live in the Internal Regulations |
| 2026-08-13 | 24a (new) | Funds may only be collected through board-approved channels; the association's name may not be used without board authorisation |
| 2026-08-13 | 26a | Rewritten: payment authorisation in three bands (small / medium / large) with the euro values set in the Internal Regulations, not the Statutes; wording made digital-first (bank approval systems count, physical signatures not required) |
| 2026-08-13 | 15 | Vocal count changed from a hardcoded four to a range (minimum two, maximum eight, set by the Assembly at each election); the founding board has six Vocals, with James and Nadir joining as founders |
| 2026-08-13 | 23 | Founding patrimony updated from €90 (9 founders) to €110 (11 founders) |
| 2026-08-13 | 24a | Extended to channels and platforms: creating any website, social account, group, or club using the Keep Calm name or branding needs prior board authorisation; the board keeps a register of official channels |
| 2026-08-13 | 7 | Two new member duties: e) confidentiality (no sharing of board deliberations, private conversations, or personal data outside their intended audience, including screenshots) and f) personal data collected only through board-authorised channels, handled per data-protection law |
| 2026-08-13 | 5 | Trimmed the duplicate definition of Member (now in Article 1a); the disciplinary-scope clarification stays |
| 2026-08-13 | 2 | Badminton and basketball added to the example activities |
| 2026-08-13 | 14 | Vote delegation defined: in writing, per meeting, maximum two delegated votes per member ("represented" was previously undefined) |
| 2026-08-13 | 15 | Removed the founding-board Vocal count note (recorded in the founding act instead, so the statutes never go stale) |
| 2026-08-13 | 16 | Board members remain in office until successors are elected, so a late Assembly never leaves the association without a board |
| 2026-08-13 | 18 | Board meetings may be held remotely; the board may decide without a meeting when all members are consulted and a majority agree in writing, recorded in the next minutes |
| 2026-08-13 | 24 | Fee terminology unified to the Catalan "quotes" |
| 2026-08-13 | 4a | Minutes translations now prepared "when required for filing or official use" rather than for every set of minutes - removes a standing workload that would not have been kept up |
| 2026-08-13 | 26a | Debt backstop: borrowing, debt, or guarantees need General Assembly approval; recurring commitments need large-band authorisation with annual board review |
| 2026-08-13 | 24a | Public statements on the association's behalf are made only by the President or a board designate |
| 2026-08-14 | 22e | Organisers cannot make legal representations (permits, permissions, agreements) in the association's name without board authorisation - Luca's point, 13 Aug review |
| 2026-08-15 | 12 | Member threshold to force an extraordinary Assembly raised from 10% to half, per Luca/Prashant's suggestion |
| 2026-08-15 | 13 | Clarified that the board decides to call a meeting by the same majority as any other board decision (Article 18) - Luca's question, 13 Aug review |
| 2026-08-15 | 12 | Extraordinary-Assembly threshold reverted from half back to 10%: art. 322-3.2 of the Civil Code of Catalonia sets 10% as a floor that statutes may lower but never raise, so the 50% version would not survive registry review. The Assembly must also be held (not merely called) within 30 days, matching the same article |
| 2026-08-15 | 7a | Guests must now also be 18 or over: strict adults-only across all participation, aligning the statutes with the community's standing 18+ policy and the organiser guide (which already said "no exceptions") |
| 2026-08-15 | 3 | Changing the registered address is now a General Assembly statutes amendment (the address is mandatory statute content under art. 321-4), no longer a board-only decision |
| 2026-08-15 | 5 | Admissions may be decided by the Article 18 written procedure, so an applicant no longer waits up to a quarter for the next board meeting |
| 2026-08-15 | 7e | Confidentiality duty gains a carve-out for disclosures required or protected by law (e.g. reports to public authorities) |
| 2026-08-15 | 9 | Disciplinary periods defined as calendar days and indicative, so a missed internal deadline cannot by itself void a sanction |
| 2026-08-15 | 13 | The President issues Assembly notices on the board's behalf, reconciling Article 13 with Article 19 |
| 2026-08-15 | 17 | Residual powers clarified: anything not reserved to the board stays with the Assembly - Articles 11g and 17 previously both claimed the leftover powers |
| 2026-08-15 | 22f (new) | Volunteers article added - mandatory statute content for volunteer-run entities (art. 321-4.1.g) - including the register of volunteers (llibre de voluntaris, art. 313-3); Chapter IVa retitled "Working Groups and Volunteers" |
| 2026-08-15 | 29 | On dissolution, assets may alternatively go to another non-profit with analogous aims (arts. 324-6 / 321-1.3), removing a known registry-rejection cause |
Chapter I. Name, Aims, Address and Duration
Article 1. Name (Denominació)
An association is constituted under the name "Associació Keep Calm Barcelona", governed by the third book of the Civil Code of Catalonia (Llei 4/2008), Organic Law 1/2002 where applicable, and these Statutes.
Article 1a. Definitions
In these Statutes:
- "Statutes" means this document, as approved and amended by the General Assembly.
- "Member" (soci) means a person formally admitted under Article 5. It is a distinct legal status from taking part in Keep Calm's activities or community generally.
- "Board" (junta directiva) means the governing board described in Chapter IV.
- "General Assembly" means the assembly of all members described in Chapter III.
- "Guest" means a non-member taking part in an activity under Article 7a.
- "Membership fees" (quotes) means the periodic fees the General Assembly may set under Articles 11 and 24 (none are currently charged). "Activity contributions" means one-off contributions tied to a specific activity or event under Article 24. "Fees", unqualified, covers both.
- "Internal Regulations" (reglament de règim intern) means the internal rules document approved by the General Assembly under Article 11. It holds the association's day-to-day operational rules and may elaborate on, but never override, these Statutes.
- "Working Group" and "Organiser" have the meanings given in Chapter IVa.
Article 2. Aims (Finalitats)
The association is non-profit, and its aims are:
- a)To build and run a welcoming community for English speakers in Barcelona, helping them stay active, make friends, and feel at home in the city.
- b)To organise and promote inclusive sport and physical activities (such as padel, tennis, volleyball, badminton, basketball, hiking, running, football, climbing, ping pong, yoga and pilates, and others) open to all abilities.
- c)To organise social, cultural, and language-exchange activities that foster integration and friendship.
- d)To promote the values of inclusivity, reliability, non-commerciality, collaboration, and community ownership.
In pursuit of these aims, the association may carry out all lawful activities consistent with them. Any economic benefit obtained must be applied entirely to the association's aims, and may never be distributed among members.
Article 3. Registered Address and Scope (Domicili i àmbit)
The registered address is [ADDRESS TO BE ADDED]. As the address forms part of these Statutes, changing it is a statutes amendment, decided by the General Assembly (Article 14) and notified to the registry. The association's main scope of action is Catalonia, and principally the city of Barcelona.
Article 4. Duration (Durada)
The association is constituted for an indefinite period.
Article 4a. Working Language
The association's working language is English, used for board and Assembly discussions, minutes, and internal communication, in keeping with its nature as a community of English speakers.
Minutes of board and Assembly meetings are drafted in English as the authoritative version. Translations into Catalan or Spanish are prepared when required for filing or other official use. This Article does not affect the language required for documents filed with the Registre d'Associacions, which must be in Catalan or Spanish as a matter of law.
Chapter II. Members (Membres / Socis)
Article 5. Becoming a Member
There is a single class of member; the association does not distinguish types or tiers of membership under these statutes.
Any person of legal age (18 or over) with an interest in the association's aims may become a member.
To join, a person submits a written request to the board (email is sufficient). The board decides at its next meeting or by the written procedure of Article 18, and reports new admissions to the following General Assembly. If the board rejects a request, it gives its reasons in writing; the applicant may bring the decision to the next General Assembly.
Membership under this Article is a distinct legal status from taking part in Keep Calm's activities or community groups generally (Article 1a); no community role or recognition status confers it. The disciplinary regime in Article 9 applies only to members in this formal sense; general community conduct and moderation is handled entirely outside these Statutes, under Keep Calm's own community-conduct rules.
Article 6. Rights of Members
Members have the right to:
- a)Attend, speak, and vote at the General Assembly (one member, one vote).
- b)Elect and be elected to the governing board.
- c)Be informed about the association's activities, accounts, and governance.
- d)Take part in the association's activities.
- e)Possess a copy of these statutes.
- f)Consult the association's books (accounts, minutes, member register).
Article 7. Duties of Members
Members must:
- a)Respect and uphold the statutes and the decisions of the governing bodies.
- b)Pay on time any fees (Article 1a) they owe.
- c)Act in line with the association's aims and values, including its conduct and safety rules.
- d)Submit disputes arising from the association's functioning to mediation under Article 9a before pursuing them elsewhere.
- e)Keep confidential the association's non-public information: deliberations of the board and its members that are not minuted for general circulation, private conversations within the association's governing bodies, and the personal data of members and participants. Sharing any of it outside its intended audience, including as screenshots, forwards, or recordings, requires the board's authorisation or the consent of everyone concerned. Nothing in this duty prevents a disclosure that is required or protected by law, such as a report to a public authority.
- f)Collect personal data (names, contact details, and similar) from members and participants only through channels and processes the board has authorised, and handle it in line with applicable data-protection law and the association's policies, as set out in the Internal Regulations.
To the fullest extent permitted by law, members take part in the association's sporting and physical activities at their own risk. Neither the association, its board, nor its volunteers are liable for injury, illness, loss, or damage arising from a member's participation, save where caused by the association's own wilful misconduct or gross negligence, or where liability cannot lawfully be excluded. This is a matter of personal health and safety, distinct from the limitation of members' financial liability for the association's own debts and obligations set out in Article 27a.
Article 7a. Participation by Non-Members and Guests
Most people who actually take part in Keep Calm's activities are not members under these statutes: regular community participants, and guests, friends, or family that someone brings along. The limitation of liability in Article 7 applies equally to anyone taking part in an association activity, whether or not they are a member.
Whoever brings a guest is responsible for that guest's conduct during the activity. Participation is restricted to adults: guests must be of legal age (18 or over), the same requirement Article 5 sets for members, and an Organiser may ask any participant to confirm their age. Taking part as a guest confers none of the membership rights in Article 6 and does not itself make anyone a member.
Article 8. Leaving the Association (Baixa)
Membership ends by: a) the member's own request; b) failure to pay fees due (Article 1a), after due notice; or c) serious breach of duties, decided by the board with a right to be heard and a right of appeal to the General Assembly.
Article 9. Disciplinary Regime
This regime applies only to members as defined in Article 5; it does not govern general community conduct or moderation, which is handled under Keep Calm's own community-conduct rules regardless of any internal recognition status a participant may hold.
The board may sanction a member's conduct that breaches the statutes or the association's rules. Infractions are classified as:
- Minor: small rule breaches or isolated inappropriate behaviour. Sanction: up to a warning.
- Serious: repeated problems after a warning, or behaviour that seriously affects another member or the association. Sanction: formal warning or temporary suspension of membership.
- Very serious: harassment, violence, fraud, misuse of funds, discrimination, or behaviour that puts others' safety at risk. Sanction: suspension or termination of membership.
Examples of conduct at each level are given in the Internal Regulations, which may elaborate on but not broaden these categories.
The procedure: the board appoints someone to look into the matter within 10 days of the issue being raised; they investigate and propose a decision within 15 days, after hearing the member concerned; the board then adopts a final, reasoned decision within a further 15 days. These periods are counted in calendar days and are indicative: exceeding one does not by itself invalidate the procedure, but the board must act without undue delay. A very serious sanction (such as expulsion) decided by the board may be appealed to the next General Assembly.
Article 9a. Internal Dispute Resolution (Mediation)
The mediation that Article 7 requires works as follows:
- a)The people involved first try to resolve the matter between themselves.
- b)If that fails, a board member not involved in the dispute acts as a neutral mediator.
- c)If a board member is a party to the dispute, a different, non-involved board member handles it.
- d)Both sides are given the opportunity to explain their position.
Further practical detail may be set in the Internal Regulations.
Chapter III. The General Assembly (Assemblea General)
Article 10. Nature
The General Assembly is the sovereign body of the association and is made up of all members.
Article 11. Powers
It is for the General Assembly to:
- a)Approve the annual accounts and the budget.
- b)Elect and remove the members of the governing board.
- c)Approve or amend the statutes.
- d)Set membership fees.
- e)Decide on the dissolution of the association.
- f)Approve the Internal Regulations (reglament de règim intern) and any changes to them, by simple majority. The Internal Regulations hold the association's day-to-day operational rules - community conduct, safety, events, spending values, detailed role descriptions, and similar practical matters - at a lower bar than a full statutes amendment. They may elaborate on, but never override, these Statutes.
- g)Decide any other matter not reserved to the board.
Article 12. Meetings (Reunions)
The Assembly meets:
- in ordinary session at least once a year, within the first six months, to approve the accounts of the previous year and the budget for the current year;
- in extraordinary session whenever the board calls it, or when at least 10% of members request it by written request to the board (email to the President or a Secretary is sufficient), stating the business to be dealt with. The board must then call the Assembly, to be held within 30 days of receiving the request.
Article 13. Calling Meetings (Convocatòria)
Meetings are called by the board, deciding by the same majority as any other board decision (Article 18); the President issues the notice on the board's behalf (Article 19), with at least 15 days' notice, stating the date, time, place, and agenda. Notice may be given by electronic means (email/messaging).
Meetings may be held by videoconference or other remote means of communication, provided attendees can be identified, communication is continuous throughout, and everyone can take part in the discussion and cast their vote. In that case, the meeting is deemed to take place wherever the person chairing it is located.
Article 14. Quorum and Decisions
The Assembly is validly constituted on first call when at least half of the members are present or represented. If that quorum is not reached, the Assembly meets on second call, at least half an hour later - the notice may schedule both calls at once - and is then validly constituted whatever the number of members present.
A member unable to attend may be represented by delegating their vote in writing (email or message to a Secretary is sufficient) to another member, for that specific meeting only. No member may carry more than two delegated votes.
Decisions are taken by a simple majority of those present, except amendments to the statutes and dissolution, which require a two-thirds majority.
Chapter IV. The Governing Board (Junta Directiva)
Article 15. Composition
The association is governed by a board made up of a President, two Secretaries (jointly holding the Secretary role), two Treasurers (jointly holding the Treasurer role), and a minimum of two and a maximum of eight Vocals (ordinary board members), the exact number of Vocals being set by the General Assembly at each election, all elected by the General Assembly from among the members. Where a role is jointly held (Secretary, Treasurer), either person may act alone with full authority for that role. The pairing exists to share workload and provide continuity if one is unavailable, not to require joint sign-off on every act.
Article 16. Term
Board members serve for one year and may be re-elected. At the end of their term, board members remain in office until their successors are elected, so the association is never without a governing board. Positions are unpaid (càrrecs no retribuïts). If a position becomes vacant through resignation or another cause, the board may fill it provisionally by co-option (cooptació) among the members, reporting to the next General Assembly held. Founding-member status is permanent and separate from board membership: someone can remain a founder indefinitely with no ongoing authority once their board term isn't renewed.
Article 17. Powers of the Board
The board manages and represents the association between Assemblies, carrying out the Assembly's decisions, running the activities, keeping the accounts and the legal books, and admitting members. This includes hiring any staff the association may come to need, should it ever move beyond an all-volunteer model, and resolving provisionally on anything these statutes don't foresee, reporting it to the next General Assembly. Any matter these Statutes do not reserve to the board remains with the General Assembly (Article 11g).
Article 18. Board Meetings
The board meets at least once a quarter, and whenever called by the President or at the request of a third of its members, taking decisions by a majority of those present; the President has the casting vote in the event of a tie. Board meetings may be held by videoconference or other remote means, under the same conditions as Article 13.
The board may also take decisions without a meeting, provided every board member is consulted and a majority record their agreement in writing (a message or email is sufficient). Decisions taken this way are recorded in the minutes of the next board meeting.
Article 19. The President
The President represents the association legally, calls and chairs meetings of the board and the Assembly, and authorises documents and minutes with the Secretary.
Article 20. The Secretaries
The two Secretaries jointly hold the role; either may act alone. Duties: keeping the minutes book (llibre d'actes) and the register of members (llibre de socis), looking after the association's documents, and issuing certificates.
Article 21. The Treasurers
The two Treasurers jointly hold the role; either may act alone. Duties: keeping the accounts (comptabilitat), looking after the association's funds, preparing the annual accounts and budget, and overseeing income and payments.
Article 22. The Vocals
The Vocals carry out the tasks the board assigns to them and stand in for other roles as needed.
The detailed duties of the President, the Secretaries, the Treasurers, and the Vocals are further described in role documents forming part of the Internal Regulations. Those documents elaborate on Articles 19-22 and cannot override them.
Chapter IVa. Working Groups and Volunteers (Grups de Treball i Voluntariat)
Article 22a. Creation and Purpose
The board may recognise a working group for any of the association's sport or activity areas, so that activity can be run day-to-day without every decision going through the full board. Members wanting to set one up put it to the board, explaining what the group will do; the board decides at its next meeting and reports it to the following General Assembly. Padel, Volleyball, Tennis, Ping Pong, Badminton, Football, Running, Hiking, Yoga & Pilates & Meditation, and Social Events are currently recognised working groups; others (such as a future winter sports or swimming group) may be recognised or retired by the board over time, and Organisers and Vocal liaisons may change, all without needing to amend these statutes. This flexibility is deliberate: Keep Calm's activities and the people running them turn over often, and the statutes are written so that growth or change in either never requires a formal amendment.
Article 22b. Organiser
Each working group has one or more Organisers, who run its day-to-day operation: scheduling sessions, handling routine logistics, and requesting funds from the Treasurer under the association's spending-approval process. An Organiser does not need to be a board member, or a formal member (soci) of the association under Article 5; the role tracks who is actually organising the activity in practice.
Article 22c. Board Liaison
The board designates one Vocal as the point of contact and oversight for each working group. One Vocal may oversee more than one group.
Article 22d. Reporting
Organisers keep their board liaison informed of the group's activities and any issues, at whatever cadence the board sets.
Article 22e. Limits
Working groups act within the association's aims and its spending-approval process. They have no independent authority to bind the association, and cannot exercise any power this chapter reserves to the General Assembly or the board as a whole.
An Organiser may speak for their working group in its day-to-day running, but not for the association as a whole: requesting permits or permissions, entering agreements, or otherwise making legal representations in the association's name all need the board's prior authorisation, as does collecting money outside the channels Article 24a sets out.
Article 22f. Volunteers
The association carries out its activities principally through volunteers: Organisers and the other people who give their time unpaid to run and support its activities, whether or not they are members. Volunteers take part under the association's direction and within its aims and rules. The association keeps a register of volunteers (llibre de voluntaris) recording who its volunteers are and the tasks they take on, as article 313-3 of the Civil Code of Catalonia requires; the Secretaries maintain it alongside the register of members. The practical rules for volunteer roles - onboarding, expectations, expenses, and conduct - are set out in the Internal Regulations. Volunteering is unpaid, confers none of the membership rights in Article 6, and does not itself make anyone a member.
Chapter V. Economic Regime (Règim Econòmic)
Article 23. Founding Patrimony
The initial founding patrimony is €110 (€10 contributed equally by each of the 11 founders).
Article 24. Resources
The association's resources may include:
- Periodic membership fees (quotes) set by the General Assembly (not currently charged; Keep Calm's policy is pay-per-event rather than recurring fees).
- One-off contributions tied to a specific activity or event (e.g. tournament entry, court costs). This may include a small margin above the activity's actual cost, kept as a buffer for that activity to cover costs when a member is unable to attend after a booking is made (e.g. a Padel court already paid for).
- Donations, which may be earmarked by the donor to a specific activity (e.g. a €10 donation toward a new Volleyball net), tracked per activity in the association's accounts.
- Legacies, grants, and subsidies.
- Income from the association's own activities, and any other lawful source consistent with its aims.
Periodic membership fees, one-off activity contributions (including any buffer margin), and earmarked donations are all treated as member contributions toward the association's own activities, not as payment for a commercial service.
Article 24a. Collection of Funds and Use of the Name
Money may be collected on the association's behalf only through channels the board has approved, as set out in the Internal Regulations. No one may collect funds in the association's name outside those channels, and no one may act, raise funds, or make commitments in the name of the association without the board's authorisation.
The same applies to channels and platforms: creating or operating any website, social media account or profile, messaging group or community, club on a sports platform, or similar channel that uses the association's name, the Keep Calm name, or its branding requires the board's prior authorisation. The board keeps a register of the authorised official channels, and the requirements official channels must meet are set out in the Internal Regulations.
Public statements on behalf of the association - to the press, other organisations, or public authorities - are made only by the President or a board member the board designates.
Article 25. Financial Year
The financial year runs from 1 January to 31 December. The first financial year begins on the date of constitution.
Article 26. Accounting
The association keeps proper accounts that give a true picture of its finances, plus an up-to-date inventory of its assets. The accounts are approved annually by the General Assembly.
Article 26a. Payment Authorisation
The association's accounts are controlled by the President, the Treasurers, and the Secretaries. Payments out of the association's funds are authorised in three bands:
- Small: authorised by one Treasurer.
- Medium: authorised jointly by one Treasurer and one Secretary.
- Large: authorised jointly by the President, one Treasurer, and one Secretary.
The euro value of each band is set in the Internal Regulations, so the Assembly can adjust the values as the association gains experience without amending these Statutes; the approving authorities above, however, can only be changed by statutes amendment.
Authorisation may be given and recorded by any reliable means, including a bank's own digital approval systems or a written or electronic record kept by the Treasurers. A physical signature is not required where the bank's systems or the recorded approval provide equivalent control. Every authorisation is recorded in the association's accounts.
The association may not borrow money, take on debt, or give guarantees without the approval of the General Assembly. Recurring financial commitments (such as subscriptions, insurance, or standing bookings) require large-band authorisation and are reviewed by the board at least annually.
Article 27. Application of Funds
All income and any surplus must be applied solely to the association's aims and may never be distributed among the members.
Article 27a. Members' Financial Liability
To the extent permitted by law, the association, as its own legal entity, bears responsibility for its own debts and obligations, not its members. This applies equally to ordinary members and to founding members; founding the association creates no special personal liability beyond what applies to any other member. A member's financial exposure is limited to fulfilling whatever they themselves have voluntarily agreed to (such as their own membership fees or a specific contribution), rather than the association's debts generally. This is a matter of the association's financial exposure, distinct from the personal assumption of risk for sporting activities set out in Article 7.
This does not affect the separate, narrower liability regime that applies to board members personally for damage caused by their own unlawful or negligent management of the association; that liability exists under the Civil Code of Catalonia regardless of what these statutes say. It has nothing to do with ordinary membership, financial or otherwise.
Chapter VI. Dissolution (Dissolució)
Article 28. Grounds
The association is dissolved by a resolution of the General Assembly, passed by the same two-thirds majority that Article 14 requires for amending the statutes, or for any other reason provided by law.
Article 29. Liquidation
On dissolution, the board acts as liquidator. Once debts are paid, any remaining assets must be given to the Ajuntament de Barcelona or, if the dissolving Assembly so decides, to another non-profit entity with aims analogous to the association's, in line with the non-profit nature of the association. Assets may never be distributed among members.
Final Provision
Anything not covered by these statutes is governed by the third book of the Civil Code of Catalonia (Llei 4/2008) and other applicable law.
These statutes were approved at the founding meeting on [date] and are signed, as a minimum, by the President and the Secretary.
President: [Full name]
Secretary: [Full name]