APMLS Statutes

Article 1 — Name, Registered Office and Duration

1. The Association, a not-for-profit body, adopts the name Associação Portuguesa de MLS (APMLS), has its registered office at Praça Marquês de Pombal 14, Lisboa 1250-162, parish of Coração de Jesus, municipality of Lisbon, and is constituted for an indefinite period.

2. The Association, which has legal personality, holds legal person number 518610942.

Article 2 — Purposes

The purposes of the Association are:

a) To promote collaboration between professionals of the Real Estate Sector, in particular by facilitating the sharing of real estate Listings between agents and agencies, with a view to promoting a transparent and efficient market;

b) To implement and manage the MLS (Multiple Listing Service) platform in Portugal, ensuring its access, operation and continuous technological updating;

c) To define and monitor standards of ethics and professional conduct, establishing a code of ethics and good practice for Members, with a view to raising the standards of the real estate market, creating supervision mechanisms and applying sanctions in cases of non-compliance with the established standards;

d) To provide professional training and development, promoting the continuous training of Members through courses, workshops and events dedicated to market trends, technology and best real estate practice;

e) To support the sustainability and growth of the Real Estate Sector in Portugal, in particular by carrying out studies, publishing market reports and statistics to guide Members' strategic decisions, and collaborating with public and private entities to foster policies that benefit the sector;

f) To represent the interests of Members, acting as representative of real estate agents and agencies before public institutions, regulators and other relevant bodies, and defending the rights and interests of Member professionals in the course of their activities;

g) To promote innovation and the use of technology in the sector, encouraging the use of digital technologies and innovative tools, such as the MLS, to modernise and optimise real estate practice, ensuring that the platform meets the applicable legal requirements, in particular regarding the protection of personal data;

h) To defend the interests of Members before national and European institutions, namely of an administrative, political and judicial nature;

i) To represent Members collectively and defend their interests before any judicial and administrative bodies, in national, foreign or European Union jurisdiction, in particular through the collective action mechanisms provided for by law, including the popular action under Law no. 83/95 of 31 August, to promote the defence of their legitimate interests and the redress of damage caused to them by third parties.

Article 3 — Categories of Members

The Association is made up of founding Members, full Members and honorary Members, with the following characteristics:

a) Founding Members: those who took part in the constitution of the Association, their status having been recognised unanimously at the founding General Assembly.

b) Full Members: those who join the Association after its constitution and who meet the requirements set out in these statutes.

c) Honorary Members: persons or entities who, not carrying out any real estate mediation activity, whether directly or indirectly, stand out for their merits or contribution to the Association or to the development and prestige of the real estate activity.

d) Advisory Members: persons or entities who stand out for their merits or contribution to the Association or to the development and prestige of the real estate activity, who sit on the Advisory Council and may attend all acts of the Association, including General Assemblies, but without the right to vote or veto.

Article 4 — Rights of Members

1. Founding Members:

a) Have the right to vote at all General Assemblies.

b) Have the right to be elected to positions on the board of the Association, including the position of President.

c) May exercise other rights set out in internal regulations or in a resolution of the General Assembly.

2. Full Members:

a) Have the right to vote at General Assemblies; however, in the election of the Association's Bodies only full Members who have been admitted as Members for at least twelve (12) uninterrupted months have the right to vote and are eligible, except for the first election held after the approval of these statutes.

b) May be elected to positions in any of the Association's Bodies, including the position of President of the Board.

c) May access the MLS system and its features, for which the Association shall ensure its operation at adequate levels of availability and security;

d) To the protection of personal data processed within the MLS system;

3. Honorary Members:

a) Have the right to vote at General Assemblies; however, in the election of the Association's Bodies only honorary Members who have been admitted as Members for at least twelve uninterrupted months have the right to vote and are eligible, except for the first election held after the approval of these statutes.

b) May be elected to positions in any of the Association's Bodies, including the position of President of the Board.

4. Advisory Members:

a) Have no right to vote or veto at General Assemblies.

b) May not be elected to positions in any of the Association's Bodies.

5. All Members are further entitled to:

a) Receive initial training and technical support provided by the Association;

b) Take part in events, training and other initiatives promoted by the Association.

c) A Member whose payment of dues is in arrears is automatically barred from exercising any of the above rights, without prejudice to any disciplinary penalty applied to them.

Article 5 — Duties of Members

The duties of all Members are:

1. To comply with the statutes, the internal regulations and the resolutions of the General Assembly.

2. To pay punctually the dues that are set, under the terms resolved by the General Assembly.

3. To collaborate in the activities of the Association, promoting its purposes.

4. Not to commit acts that harm the image or the objectives of the Association.

5. Members also have the following duties:

a) To contribute to the development of the Association's activities by making their own Listings available and keeping them permanently up to date;

b) To provide true, complete and up-to-date information on the properties included in the MLS;

c) Not to use the MLS system for fraudulent or unlawful purposes;

d) To respect the intellectual property rights of other Members and/or third parties;

e) To keep total secrecy and confidentiality regarding any and all information or data relating to any matters, facts or persons, in particular concerning the organisation, production methods or provision of services and, above all, the business or clients of other Members or third parties, which have been disclosed to them in writing or orally or to which they have had access within the Association;

f) Not to share MLS access credentials with third parties outside the Association;

g) To accept and perform, in the case of real estate mediation companies through their legal representatives, free of charge, any positions to which they are elected at an Electoral Assembly, carrying out the duties entrusted to them with zeal, diligence and in accordance with the law and the statutes;

h) To act so as to preserve the efficiency, discipline and prestige of the Association, complying with the Code of Ethics and conduct standards applicable to the real estate mediation sector;

i) To respect other Members.

6. Members are liable for the acts of their staff in the use of the MLS system.

Article 6 — Acquisition and Loss of Full Member Status

1. All real estate mediation companies and agents duly licensed under the applicable Portuguese legislation may be full Members.

2. Real estate mediation technicians and real estate canvassers may also be full Members, provided they carry out their activity under the licence of the real estate company to which they report and that company is also a member.

3. The Association guarantees equal access to membership to all real estate mediation companies and agents that meet the conditions set out in paragraphs 1 and 2, excluding any form of discrimination.

4. Membership, which is personal and non-transferable, is acquired upon formal acceptance by the Board, and is lost by:

a) Resignation submitted in writing to the Board.

b) Expulsion by decision of the General Assembly, as a result of a serious breach of the duties set out in these Statutes.

c) Death or loss of legal capacity.

d) Non-payment of dues for a period of more than 12 months, where the default continues after notice to pay.

5. The expiry or cancellation of the real estate mediation licence of Members who carry out that activity is also a ground for loss of membership.

6. The other conditions for the admission and exclusion of Members, their categories, rights and obligations shall be set out in regulations to be approved by the general assembly.

Article 7 — Acquisition and Loss of Status of other Members

1. Honorary and advisory Members are appointed by resolution of the General Assembly at the request of the Board.

2. The status of honorary, advisory or founding member is personal and non-transferable, and is lost by:

a) Resignation submitted in writing to the Board.

b) Expulsion by decision of the General Assembly, as a result of a serious breach of the duties set out in these Statutes

c) Death or loss of legal capacity.

Article 8 — Membership of Sector Associations

1. Members are not prevented from belonging to other associations in the sector or from joining other MLS platforms.

2. Members who belong at the same time to other associations in the sector keep the same rights and obligations towards APMLS as Members who choose to belong exclusively to this Association.

Article 9 — Disciplinary Sanctions

1. Members who, as a result of a breach of these statutes and/or of the legal provisions in force, give rise to disciplinary action may, in addition to the expulsion referred to above, be subject to the following sanctions, under the Disciplinary Regulation to be approved in General Assembly:

a) Recorded reprimand;

b) Suspension for up to one hundred and eighty days.

2. The application of any sanction depends on the prior hearing of the Member concerned, within disciplinary proceedings which must be in writing and may last no longer than four (4) months from the date on which the Member is notified that they have been opened.

3. The application of the sanctions of reprimand and suspension, on a written and reasoned proposal resolved by the Disciplinary Council, falls within the competence of the Board, with appeal to the General Assembly.

4. The application of the sanction of expulsion falls within the exclusive competence of the General Assembly, on a written and reasoned proposal resolved by the Disciplinary Council.

Article 10 — Bodies of the Association

1. The Bodies of the Association are the General Assembly, the Board, the Supervisory Board, the Disciplinary Council and the Ethics Committee.

2. The holders of the Bodies of the Association are elected at an Electoral Assembly expressly convened for that purpose, at which only founding Members, full Members and honorary Members have the right to vote, in both cases when they have been admitted as Members for at least twelve uninterrupted months, except for the first election after the approval of these statutes.

3. The holders of these Bodies are elected for terms of three (3) years and may be re-elected; Members and the legal representatives of Members in full enjoyment of their membership rights are eligible.

4. No member may stand for or be elected to more than one position at the same time.

5. Whenever possible, meetings of the Bodies of the Association are held by videoconference.

Article 11 — General Assembly

1. The General Assembly consists of all Members in full enjoyment of their rights.

2. The operation of the General Assembly is governed by the Civil Code, in particular articles 170 and 172 to 179.

3. In addition to the provisions of article 172 of the Civil Code, the General Assembly is responsible for:

a) Defining the general framework of the Association's activity:

b) Approving the Disciplinary Regulation, the Code of Conduct and other Regulations relevant to the Association's activity.

c) Deciding on the existence of dues and fees, their amount, frequency and method of payment, approving the respective regulation, and also on any exemptions from payment or discounts, even if temporary.

d) Electing and removing the holders of the Association's Bodies.

e) Deciding on and approving amendments to the statutes and the winding up of the Association.

f) Deciding on the expulsion of Members;

g) Considering and voting on the annual report and accounts.

4. The board of the General Assembly consists of three (3) Members, one (1) chair and two (2) secretaries, who are responsible for conducting the meetings of the assembly and drawing up the respective minutes.

5. The General Assembly must be convened by the Board whenever it considers it necessary and, in any case, twice a year: once by 31 March to vote on the Board's report, balance sheet and accounts and the Supervisory Board's opinion for the previous year, and once by 30 November to discuss the budget and activity plan for the following year.

6. The General Assembly shall also be convened whenever this is requested, for a legitimate purpose, by a group of Members of no less than one fifth of the total, under article 173 of the Civil Code.

7. The General Assembly is convened by e-mail sent at least eight (8) days before the date of the meeting, and by publication of the notice on the MLS computer platform adopted by the Association.

8. The General Assembly may also be convened by publication of the notice in the manner provided by law for the acts of commercial companies, under article 174 of the Civil Code, in which case the postal notice referred to above is not required.

9. The General Assembly is considered constituted, on first call, when at least half of the Members are present at the appointed time and, on second call, thirty minutes after that time regardless of the number of Members present.

Article 12 — Powers of the Board of the General Assembly

1. The Chair of the board of the General Assembly is responsible for:

a) Conducting the proceedings of the meetings of the General and Electoral Assembly;

b) Initialling the minute books and signing the opening and closing statements, as well as all documents submitted to them in the exercise of their powers;

c) Convening the electoral assembly and verifying the regularity and lawfulness of the competing lists;

d) Exercising the other powers conferred by law and by these statutes.

2. The Secretaries are responsible for:

a) Replacing the chair in their absence or impediment, exercising in that capacity the functions referred to in the previous paragraph;

b) Drawing up the minutes and issuing the respective certificates;

c) Preparing the business of the board.

Article 13 — Board

1. The Board consists of eight (8) members: one (1) President, five (5) Vice-Presidents (North, Centre, South, Madeira and Azores), one (1) treasurer and one (1) member.

2. The position of President of the Board may only be held by full, founding or honorary Members who have previously completed a full term in any of the Association's Bodies.

3. The position of President of the Board may only be held by Members who are not partners, managers, representatives, employees or staff of real estate mediation companies duly licensed under the applicable Portuguese legislation.

4. The President represents the Association, in and out of court, and may delegate that representation to any of the other members of the Board.

5. The President is responsible for convening the meetings of the Board.

6. The Board may only deliberate with the presence of a majority of its members, including the President, and its resolutions are taken by majority vote, the President having a casting vote in the event of a tie.

7. The Board shall decide on the allocation of portfolios among its members.

8. The Board is responsible for the corporate, administrative and financial management of the Association, and also for:

a) Complying with and enforcing the law, the statutes, the regulations and the resolutions of the General Assembly;

b) Acquiring, encumbering and disposing of any assets and rights, except immovable property, whenever it considers this appropriate for the Association;

c) Proposing to the General Assembly the acquisition, encumbrance and disposal of any immovable property, whenever it considers this appropriate for the Association;

d) Organising the bookkeeping of the Association's income and expenditure:

e) Preparing the annual report and accounts:

f) Applying the sanction of suspension to Members, following a resolution of the Disciplinary Council;

g) Deciding on the admission of new Members;

h) Proposing the creation of fees to cover particular events, services or projects that involve extra costs for the Association.

i) Deciding on the opening and closing of branches or other forms of local representation.

9. The acquisition, encumbrance and disposal of any assets and rights, except immovable property, up to the limit of five thousand euros, as well as the conclusion of any contracts binding the Association for a period not exceeding the current term of the Association's Bodies, are subject only to prior resolution of the Board with the favourable vote of its President.

10. The acquisition, encumbrance and disposal of any assets and rights, including immovable property, representing a value of more than five thousand euros, as well as the conclusion of any contracts binding the Association for a period exceeding the current term of the Association's Bodies, are subject to prior resolution of the General Assembly on a proposal from the Board.

Article 14 — Meetings of the Board

1. The Board shall meet monthly and whenever convened by the President, and may only deliberate if at least five (5) members are present; resolutions are taken by majority of the votes of the members present, the President having, in addition to their own vote, a casting vote.

2. Members of the Board may not abstain in any resolution put to the vote.

3. In the absence of the President, the Board may only deliberate with the presence of at least five (5) members and the favourable vote of at least three (3) vice-presidents.

4. Where the President is absent from more than three (3) consecutive Board meetings, the position is considered vacant, and the Chair of the Board of the General Assembly has standing to convene an extraordinary Electoral Assembly intended exclusively for the election of new members of the Board.

5. The other members of the Board may be represented at meetings of this body by any other member of the Board to whom they delegate powers, by written notice addressed to the President.

Article 15 — Binding the Association

1. The Association is bound by the joint signature of the President and any other two (2) members of the Board.

2. The Board may delegate or sub-delegate, in whole or in part, to any of its members or to third parties designated by it, the powers necessary to carry out acts of day-to-day management of the Association, as well as to authorise and incur current expenditure, provided that the amount does not exceed, per act or transaction, €1,000.00 (one thousand euros), without prejudice to the joint and several liability of the Board for acts performed under that delegation.

Article 16 — Supervisory Board

1. The supervision of the Association is the responsibility of a Supervisory Board composed of three (3) Members, one of whom shall be the chair.

2. The Supervisory Board is responsible for supervising the administrative and financial acts of the Board, examining its accounts and reports, and giving an opinion on acts that involve an increase in expenditure or a reduction in income.

3. The Supervisory Board operates as set out in article 171 of the Civil Code.

Article 17 — Meetings of the Supervisory Board

1. The Supervisory Board shall meet in ordinary session at least twice a year and in extraordinary session whenever convened by the Chair, and may only deliberate with the presence of a majority of its members.

2. Resolutions are taken by majority of the votes of the members present, the chair having, in addition to their own vote, a casting vote.

Article 18 — Disciplinary Council

1. The Disciplinary Council exercises the powers in disciplinary and deontological matters.

2. The Disciplinary Council consists of a President and eight (8) members elected from among the Members by the General Assembly.

3. In the exercise of its powers, the Disciplinary Council may be assisted by a lawyer appointed by it.

Article 19 — Meetings of the Disciplinary Council

1. The Disciplinary Council shall meet whenever convened by the President and may only deliberate with a majority of its members.

2. Resolutions are taken by majority of the votes of the members present, the president having, in addition to their own vote, a casting vote.

Article 20 — Ethics Committee

1. The mission of the Ethics Committee is to monitor, impartially and independently of the other Bodies of the Association, the dissemination of and compliance with the Code of Ethics and conduct standards approved by the General Assembly, to which Members are subject.

2. The Ethics Committee consists of three (3) to five (5) members appointed by the General Assembly, who shall designate the Chair from among themselves.

3. The term of the Ethics Committee shall coincide with that of the other Bodies of the Association.

4. The Ethics Committee is responsible for:

a) Establishing channels of communication with those to whom the Code of Ethics and conduct standards apply, and collecting the information addressed to it for this purpose;

b) Considering the matters relating to compliance with the Code of Ethics submitted to it by the Board and the Disciplinary Council;

c) Proposing to the Board the adoption of measures it considers appropriate in this area, including the revision of internal procedures, as well as proposals to amend the Code of Ethics and conduct standards;

d) Preparing an annual report on its activities for submission to the Board:

e) Ensuring the receipt and follow-up of reports of irregularities and of breaches of the Code of Ethics and conduct standards, of the legal regime of real estate mediation or of any other laws to which Members are subject.

f) Carrying out periodic audits to verify compliance and ensure observance of the rules and principles set out in the Code of Ethics and other Internal Regulations or applicable legislation.

g) Requesting Members to submit compliance reports setting out the details of their activity and of the Listings shared.

h) Presenting annually to the General Assembly a report on compliance with the Code of Ethics and conduct standards of the MLS system, the measures proposed to the Board to improve ethical standards and the monitoring of their application.

i) Sitting on the Electoral Committee and supervising the elections of the Association's Bodies.

Article 21 — Minutes

Minutes shall always be drawn up of the meetings of the Association's Bodies, recording the resolutions taken and any statements of vote, and signed by the members present. The minutes of the General Assembly shall be signed by the Chair of the Board and by the Secretary, who shall draw up an attendance list.

Article 22 — Convening the Electoral Assembly and Submission of Lists

1. The holders of the Bodies of the Association are elected at an Electoral Assembly expressly convened for that purpose, to be held in the second quarter of the last year of each term.

2. The Electoral Assembly is convened by e-mail sent to all Members at least sixty (60) days before the date on which it is held, and by publication of the notice on the MLS computer platform adopted by the Association.

3. Candidates stand on a single list of candidates for all the Association's Bodies, which, in addition to proposing Members for all positions, must also present alternate Members for at least half of the composition of each Body.

4. All Members who meet the requirements set out in the statutes and whose dues are paid up to thirty (30) days before the Electoral Assembly are eligible as holders of the Bodies of the Association.

5. Competing Lists for the Bodies of the Association are submitted to the chair of the board of the General Assembly up to thirty (30) days before the Electoral Assembly, by delivering the detailed list of candidate Members, alternates and respective positions, together with an individual declaration of acceptance of the position for which each is standing.

6. After the Competing Lists are submitted, the board of the General Assembly has eight (8) days to validate them or, alternatively, to set out the non-conformities found, and the Competing List then has a further ten (10) days to correct them or to replace the Members on it.

7. The board of the General Assembly shall confirm the holding of the Electoral Assembly up to ten (10) days before the date for which it was convened, making public the approved Competing Lists and identifying each by a letter of the alphabet. This confirmation shall be given by e-mail sent to all Members and by publication of the information on the MLS computer platform adopted by the Association.

8. If no Competing List is validated, the board of the General Assembly shall postpone the Electoral Assembly by up to sixty (60) days, and a new process for submitting Competing Lists shall begin.

Article 23 — Holding the Electoral Assembly

1. The Electoral Assembly shall take place on the date for which it was convened, over a full period of twenty-four (24) hours, the holders of the Bodies of the Association being elected by secret ballot, held electronically, through the means and under the terms set out in the notice.

2. The election shall be held per Body, with results counted independently for each, there being no link between the results obtained by each List in the different Bodies; a List may therefore be elected to one Body and not to another.

3. The board of the General Assembly shall be responsible for holding the Electoral Assembly, ensuring that the process is transparent and verifiable and guaranteeing to all Members the right to vote freely and confidentially.

Article 24 — Electoral Committee

1. For each Electoral Assembly an Electoral Committee shall be created, necessarily composed of all the members of the board of the General Assembly, of the Ethics Committee and three (3) members appointed by each approved Competing List.

2. The Electoral Committee is responsible for supervising the whole electoral process and deciding, in accordance with these statutes, on protests lodged during the election.

3. Resolutions of the Electoral Committee are taken by majority of the votes of the members present, the Chair of the Ethics Committee having, in addition to their own vote, a casting vote.

4. Minutes shall always be drawn up of all meetings of the Electoral Committee, recording the resolutions taken and any statements of vote, and signed by the members present.

5. The composition of the Electoral Committee shall be made public up to ten (10) days before the date for which the assembly was convened, by e-mail sent to all Members and by publication of the information on the MLS computer platform adopted by the Association.

Article 25 — Election Results and Appeal

1. The results of the Electoral Assembly shall be made public on the day after it is held, by e-mail sent to all Members and by publication of the information on the MLS computer platform adopted by the Association.

2. After the results are published, the Competing Lists have three (3) days to lodge appeals against the election.

3. The appeal, duly reasoned, is submitted in writing to the chair of the board of the general assembly.

4. Once the appeal is received, the electoral committee shall meet within the following five (5) days and decide on it.

5. The appeal is rejected if it does not prove the facts or if the evidence presented is manifestly insufficient or does not call into question the electoral process and the election resulting from it, and there is no appeal from this decision.

6. If the appeal is accepted, an extraordinary general assembly must be convened, which decides as the last instance.

7. If the General Assembly upholds the appeal, the election is repeated within a maximum of thirty (30) days from the assembly's decision, with the same Lists standing, with the changes required by the decision on the appeal.

8. The appeal suspends the results of the election.

Article 26 — Election Results and Taking Office

1. Once the Electoral Assembly is validated, the new holders of the Association's Bodies shall take office during the third quarter of the current year, and in no case after 30 September.

2. The taking of office shall be scheduled and organised by the outgoing board of the General Assembly, and the presence of all elected Members is mandatory.

3. Any elected member, except the Chair of the Board of the General Assembly and the President of the Board, may be represented at the taking of office by any other member of the same Body to whom they delegate powers, by written notice addressed to the Chair of the Board of the General Assembly.

4. After taking office, the replacement of any holder of any of these Bodies who definitively leaves it is made by co-option of the respective alternates for each Body, in the order of priority set when the List was submitted, which shall be submitted to the next General Assembly for ratification.

5. If there are no more alternates, the replacement of any holder of any of these Bodies who definitively leaves it is made by co-option from among the other Members, which shall be submitted to the next General Assembly for ratification.

6. Given the special importance of the position of President of the Board, if a member elected to this position is prevented from taking office, in particular for failing to meet the requirements set out in these statutes, the election is deemed to have no effect, and the outgoing board of the General Assembly must begin a new electoral process.

Article 27 — Segmentation of Members

1. For the purposes of voting at the General and Electoral Assembly, the method of segmenting Members shall apply, namely according to the size of the company holding the real estate mediation licence to which they are linked on the date of the General or Electoral Assembly. The following segments are therefore defined:

a) Small Segment: Companies holding a real estate mediation licence with 1 to 10 linked Members.

b) Medium Segment: Companies holding a real estate mediation licence with 11 to 50 linked Members.

c) Large Segment: Companies holding a real estate mediation licence with 51 or more linked Members.

2. For the purposes of the previous point, linked Members are all Members who, fully meeting the requirements set out in these statutes, with their dues paid up and in full enjoyment of their rights as Members, are directly or indirectly linked to the same company holding a real estate mediation licence.

3. Founding and Honorary Members who are not linked, directly or indirectly, to any company holding a real estate mediation licence shall, for voting purposes, be placed in the Small Segment.

Article 28 — Voting

1. For the purposes of voting at the General and Electoral Assembly, each member shall have one vote, which counts only towards the result of their segment.

2. Voting shall always be secret and held electronically, through the means and under the terms set out in the notice.

3. Without prejudice to the previous paragraph, at General Assemblies each member is free to make a statement of vote, which shall be recorded by the board of the General Assembly and included in the minutes.

4. The Segment Vote corresponds to the option obtaining a simple majority of the valid votes cast in that segment, unless a qualified majority is required by these statutes.

5. The final result of any vote is determined by the majority-of-segments method:

a) Each segment produces a Segment Vote;

b) The resolution is approved if it obtains the convergence of at least two (2) segments.

6. No segment approves a resolution on its own without the convergence of at least one other segment.

Article 29 — Tie-break Criteria in Electoral Assemblies

1. If there are three (3) or more Competing Lists in an election and none of the Lists obtains a simple majority in at least two (2) segments, a second round of voting shall be held, only between the two options that obtained the highest value in the sum of the three relative intra-segment percentages.

2. For the purposes of the previous paragraph, the relative intra-segment percentage is the total number of votes obtained by that Competing List in a segment divided by the total number of valid votes in that same segment.

3. If a second round occurs in the election of the holders of the Association's Bodies, it shall take place exactly 15 days after the date of the first round in which the tie occurred.

Article 30 — Vacancy and Interim Elections

1. In the event of resignation, collective cessation of functions or any circumstance preventing the regular functioning of a Body of the Association, that Body is considered vacant.

2. Where the situation in the previous paragraph occurs, the Board of the General Assembly shall convene an extraordinary electoral assembly intended exclusively for the election of the holders of the Body concerned, the other Bodies remaining in operation.

3. Members elected under the previous paragraph shall serve only for the remaining period of the current term of the other Bodies of the Association.

4. The interim election referred to in the previous paragraphs shall be convened as soon as possible, under the applicable statutory and legal terms.

5. In the interim election referred to in the previous paragraphs, Lists stand only for the vacant Bodies and must, in addition to proposing Members for all positions, also present alternate Members for at least half of the composition of each Body.

Article 31 — Amendments to the Statutes

The statutes may only be amended by resolution of the General Assembly that cumulatively meets the following:

a) Approval in all 3 segments;

b) Qualified intra-segment majority defined as ≥ 60%

c) Participation of at least 20% of Members in each segment.

Article 32 — Dissolution

The Association may be dissolved by resolution of the General Assembly that cumulatively meets the following:

a) Approval in all 3 segments;

b) Qualified intra-segment majority defined as ≥ 75%

c) Participation of at least 50% of Members in each segment.

Article 33 — Income

1. The income of the Association includes, in particular:

a) The joining fee paid by Members;

b) The proceeds of the dues set by the general assembly;

c) Income from the Association's own assets and any income from association activities;

d) Gifts accepted by the Association.

e) The sale of any goods and services to its Members or to third parties, provided they relate to the real estate activity and to the purposes of the Association.

2. The assets of the Association are intended exclusively for the fulfilment of its purposes.

Article 34 — Financial Year

The financial year corresponds to the calendar year, and the Board shall prepare an annual report and balance sheet and determine the results as at 31 December of each year.

Article 35 — Winding Up

Without prejudice to article 166 of the Civil Code, once the Association is wound up, the destination of the assets forming its property that are not allocated to a specific purpose and that were not donated or bequeathed to it subject to a condition shall be decided by the Members.