CHAPTER I: PREAMBLE

Article 1.

Established in Madrid on December 17, 1992, the Spanish Society of Ultrasound (hereinafter SEECO) is subject to the provisions of Organic Law 1/2002, of March 22, regulating the Right of Association, and any regulatory provisions issued for its development.

It is not a profit-making company and has its own legal personality and full capacity to act, which enables it to carry out whatever acts are necessary in relation to the fulfilment of the purposes for which it was established and in full compliance with the provisions of the legal system in force at any given time.

As a result of the purposes to which it is dedicated, SEECO is established as an association of an eminently multidisciplinary nature.

Article 2.

SEECO has its registered office in Madrid, at Calle Goya, 99 – escalera A – 5º derecha.

It is established for an indefinite period. Its main area of activity is Spanish territory, although it may also carry out activities in other countries, especially in Latin America.

Article 3.

The existence of SEECO has the following purposes:

1. The study of the applications of ultrasound in the light of scientific methodology.
2. The development and dissemination of the use of ultrasound among university graduates in any of the biomedical sciences.
3. Contribute to the training and teaching capacity of those who use ultrasound in their daily work.
4. Contribute to the improvement of services and healthcare benefits provided by these professionals.
5. Collaborate in the training and accreditation of both undergraduate and postgraduate courses in the aforementioned biosanitary sciences.
6. Collaborate loyally in the dissemination, development and implementation of ultrasound together with other scientific societies, especially those that have defined specific Sections or Working Groups related to ultrasound.

Article 4.

The activities carried out by SEECO will be, at all times, those considered necessary to achieve the objectives set out in the previous Article.

Article 5.

SEECO may associate and federate, without losing its own personality and assets, with other professional associations and organizations whose purposes are analogous or can be harmoniously combined with those of the former.

CHAPTER II: PARTNERS

Article 6.

All natural or legal persons with legal capacity who meet any of the following requirements may become members of SEECO:

1. Have a university degree in one of the biosanitary sciences and practice ultrasound in any of its modalities and regardless of your specialty.
2. Collaborate in the activities of SEECO or make contributions of any kind to it, when the Board of Directors considers that such collaboration and/or contribution contribute to the proper development of SEECO's activities and the achievement of its objectives.

Article 7.

Within SEECO there are the following types of members:

1. Founding Partners, who are those who participated in the Constitution Act.
2. Full Members, who will be those who join after the constitution of SEECO and meet requirement a) of Article 6.
3. Assimilated Partners, who will be those who meet requirement a) of Article 6 and express their interest in receiving information from SEECO.
4. Emeritus Members, who will be Founding or Regular Members who, after at least ten years of membership in SEECO, reach retirement age or are affected by total disability for professional performance.
5. Collaborating Partners, who will be natural or legal persons, public or private, national or foreign, who meet requirement b) of Article 6 and are appointed as such by the Board of Directors. The appointment will remain in force as long as the conditions that motivated it persist.
6. Honorary Members, who meet any of the requirements established in Article 6 and, having contributed in a relevant way to the prestige and development of SEECO, are worthy of such distinction. The appointment of Honorary Members will be the responsibility of the Board of Directors.

Article 8.

Applications for admission as Full or Emeritus Members will be addressed to the Board of Directors and resolved by the Board, after verifying the concurrence of the corresponding requirements or after analyzing the documentation justifying the situation of the applicants for such status.

The appointment as Assimilated Members, Collaborating Members or Honorary Members will be made freely by the Board of Directors, directly or at the proposal of at least two members.

Article 9.

Members of any type will be discharged for any of the following reasons:

a. For no longer meeting the requirements to be a member.

b. By voluntary resignation, communicated in writing to the Board of Directors.

c. For failure to comply with the financial obligations that may apply in each case.

d. For incorrect conduct, for discrediting SEECO with actions or words that seriously disrupt the events organized by it and the normal coexistence between the associates. In this case, the affected party must be informed of the facts imputed to him/her and heard prior to the adoption of any decision in this regard, which, in any case, must be motivated.

e. For having been convicted by a final judgment for belonging to, acting in the service of, or collaborating with an armed gang, as long as the sentence has not been fully served, if the person has not publicly rejected the aims and means of the terrorist organization to which he belonged or with which he collaborated, supported, or exalted.

The withdrawal will be decided by the Board of Directors.

Article 10.

Founding and Regular Members shall have the following rights:

1. Take part in all activities and events organized by SEECO to fulfill its objectives.
2. Enjoy the powers that may correspond to them as members of SEECO.
3. Participate in the General Assemblies of Members with voice and vote.
4. Be electors and eligible for management positions.
5. Receive information on the agreements adopted by the Governing Bodies of SEECO.
6. Challenge the agreements of the SEECO Governing Bodies that are deemed contrary to the Statutes of the same or to current legislation.

Article 11.

Founding and Regular Members shall have the following obligations:

1. Comply with these Statutes and the valid agreements adopted by the General Assemblies of Members and the Board of Directors.
2. Contribute with your behavior to the good name and prestige of SEECO.
3. Pay the fees, assessments and other contributions that correspond to them.
4. Perform, where applicable, the obligations inherent to the position they occupy.

Article 12.

Without prejudice to the provisions of Article 9, failure to comply with any of the financial obligations of the partners will result in the provisional loss of voting, suffrage and eligibility rights until such failure is remedied.

Article 13.

Assimilated, Emeritus, Collaborating and Honorary Members will enjoy the rights listed in sections a) and b) of Article 10. Emeritus Members may also attend the General Assemblies of Members with voice but without vote.

They shall also have the obligations set out in sections a) and b) of Article 11.

CHAPTER III: SECTIONS

Article 14.

The creation of a Section within the SEECO structure will come from a request by a group of partners, either belonging to the same professional group of those integrated in the SEECO, or gathered around a strategic line of work.

This request must be sent to the General Secretariat of SEECO in accordance with the conditions set out in the Regulations for the Operation of the Sections of SEECO. The request will define the scope of action within the general purposes of SEECO and define the objectives to be achieved.

At its first meeting, the Scientific Committee will study the application and approve, if appropriate, the creation of the requested Section, in accordance with the criteria established in the Regulations for the Operation of the SEECO Sections.

Article 15.

Once established, the Sections will incorporate new members or revoke the membership of those previously admitted in accordance with the provisions of the Operating Regulations of the SEECO Sections.

Article 16.

The members of each Section will elect the Coordinator of the same in accordance with the provisions of the Operating Regulations of the SEECO Sections. While they remain in office, the Coordinators of the Sections will be ex officio members of the Scientific Commission.

Article 17.

Each Section will annually prepare a Report on Activities carried out and design a Project of Actions for the following year, the content of which must be approved by the Scientific Commission.

Article 18.

The activities to be carried out by the Sections will be in accordance with their scope of action, their objectives and the provisions of the Regulations for the Operation of the SEECO Sections. These will include, among others, the following:

1. Design and coordination of training activities.
2. Preparation of publications.
3. Launching research projects.
4. Organization of scientific meetings.
5. Advising the Board of Directors on:
   1. Granting of scientific endorsements requested by external entities.
   2. Submission of objections to draft legislative initiatives.
   3. Public statements regarding any matter related to the objectives of SEECO and the expression of its official opinions.
   4. Appointment of official SEECO representatives to other scientific societies, professional associations and health authorities, among others.

Article 19.

The Scientific Commission will revoke the existence of a Section when any of the circumstances provided for in the Regulations for the Operation of the SEECO Sections occur.

CHAPTER IV: GOVERNING BODIES

Article 20.

The Governing Bodies of SEECO are the Board of Directors, the Scientific Commission and the General Assembly of Members.

SECTION 1: BOARD OF DIRECTORS

Article 21.

The Board of Directors is the collegiate body of government, representation and administration of SEECO, without prejudice to the General Assembly of Members as a sovereign body.

It will be made up of a President, a Vice-President, a General Secretary, a Deputy General Secretary, a Treasurer and three Members. Its composition may not include more than two members with the same qualification and/or professional specialty.

All positions will be filled free of charge.

Article 22.

The term of office shall be four years. The President's term in office shall be limited to eight consecutive years.

The procedure for choosing the same will be developed in accordance with the provisions of the current SEECO Electoral Regulations.

Article 23.

All Founding and Regular Members who, on the day of the deadline for submitting candidacies for an electoral process, prove that they are:

1. Members of SEECO continuously for at least two years.
2. Up to date with payment of fees, assessments and other contributions that correspond to them according to the statutes.
3. In full use of their civil rights and not falling under the grounds for incompatibility established in current legislation.

Article 24.

Members of the Board of Directors shall cease their positions for:

1. Completion of the term for which they were elected.
2. Voluntary resignation submitted in writing to the President of the Board of Directors, or to the latter, in the event that the President is the one submitting the resignation.
3. Due to supervening incapacity, disqualification or incompatibility.
4. By agreement of the General Shareholders' Meeting in which it is deemed that there has been non-compliance with the obligations entrusted to them. The corresponding file must first be initiated, in which the alleged facts must be specified and the interested parties must be given a hearing so that they can formulate allegations and present as much evidence as they deem appropriate for their defense.
5. Due to the loss of partner status.

Article 25.

Meetings of the Board of Directors must meet the following requirements:

1. They will take place as many times as determined by its President and at the initiative or request of at least 25% of its members.
2. Calls will be made by any means recognized as valid with at least seven days' notice, except in exceptional situations, in which any other means of communication that guarantees receipt may be used and with a deadline reduced to two days.
3. They will be constituted at the first call when half plus one of its members attend, and at the second call with the presence of any number of them.
4. The meeting of the Board of Directors shall be validly constituted without prior notice when, with all its members present, it is so agreed unanimously. The meeting thus constituted shall be called the Universal Board of Directors.
5. For their agreements to be valid, they must be adopted by a majority vote. In the event of a tie, the President's vote will be decisive.
6. No agreement may be adopted on any matter that is not included in the agenda, unless all members of the Board of Directors are present and agree unanimously.
7. Persons with advisory functions, previously summoned or invited by the President, may attend the sessions of the Board of Directors, with voice but no vote, for better success in its deliberations.

Article 26.

The powers of the Board of Directors are:

1. To direct the social activities and the economic and administrative management of SEECO, for which it will adopt the appropriate agreements regarding contracting and organization of events.
2. Execute the agreements of the General Assembly of Partners.
3. Prepare and submit the Annual Budgets and Financial Statements for approval by the General Assembly of Members.
4. Prepare the Annual Activities Report for presentation to the General Assembly.
5. Decide on the admission of new members and the reasons for their withdrawal.
6. Establish the amount of membership dues, assessments and other contributions.
7. Appoint delegates to participate as representatives of SEECO in a specific activity.
8. Any other power that is not the exclusive competence of the General Assembly of Members or the Scientific Commission.

Article 27.

The President has the following powers:

1. To represent SEECO with dignity before all types of public and private organizations.
2. Convene, chair and adjourn the sessions held by the General Assembly of Members, the Scientific Committee and the Board of Directors.
3. Lead debates and deliberations.
4. Order payments and authorize documents, minutes and correspondence with your signature.
5. To adopt any urgent measure that the proper functioning of SEECO may advise or that may be necessary or convenient in the development of its activities, without prejudice to reporting to the Board of Directors. It may also grant powers of attorney.
6. He/she will have a casting vote in the Governing Bodies of SEECO.

Article 28.

The Vice President shall have the following functions:

1. Assume the functions of the President in the event of delegation, absence, illness, abstention or recusal.
2. Any tasks assigned to him by the President.

Article 29.

The Secretary General shall be responsible for:

1. The management of the purely administrative work of SEECO.
2. Issue certifications of the agreements of the Board of Directors and the General Assembly of Partners.
3. Safeguard and maintain updated data files and documentation of the entity.
4. Send communications from the Board of Directors and calls for General Shareholders' Assemblies to the Authority.
5. Draft the minutes of the General Assemblies of Members, the meetings of the Scientific Committee and the meetings of the Board of Directors.
6. The execution of the agreements of the Board of Directors.

Article 30.

The Deputy Secretary General shall have the following functions:

1. To replace the Secretary General in the event of absence, illness or delegation.
2. Collaborate with him/her in the functions that are his/her own.
3. Coordinate the training activities organized by SEECO

Article 31.

The Treasurer shall be responsible for:

1. Collect and safeguard funds belonging to SEECO.
2. Comply with payment orders issued by the President.
3. Provide the necessary provisions for the accounting of SEECO, which will be under its responsibility.
4. Draft the Annual Budget Project.

Article 32.

The Members will perform the functions that are conferred upon them in each case by explicit agreement of the Board of Directors.

Article 33.

The Board of Directors will appoint any of the Founding or Regular Members to provisionally fill any vacancies that may occur during the term of any of their positions until the final election of the same is made by the next General Assembly of Members.

Likewise, general or special representatives may be appointed.

Article 34.

The members of the Board of Directors have, among others, the following obligations:

1. To comply with and enforce the objectives of SEECO.
2. Attend meetings to which they are summoned.
3. Perform their respective duties with the due diligence that corresponds to a loyal representative.
4. Respect the provisions of the legal provisions and the current SEECO Statutes during their actions.

Article 35.

The members of the Board of Directors will be liable for any damages and losses caused as a result of the adoption of agreements that entail the commission of acts contrary to the laws or the Statutes of SEECO.

Those who have expressly opposed such agreements or have not participated in their adoption shall be exempt from liability.

SECTION 2: SCIENTIFIC COMMISSION

Article 36.

The SEECO Scientific Commission will be made up of members of the Board of Directors and the Section Coordinators.

Article 37.

The functions of the SEECO Scientific Commission will be the following:

1. Define and design the scientific strategic lines of SEECO.
2. Approve the creation of Sections and endorse their continuity.
3. To be aware of and, where appropriate, approve the Activity Reports and Action Projects of each Section.
4. Approve the initial draft and subsequent amendments to the Operating Regulations of the SEECO Sections, which must be endorsed by the General Assembly of Members.

Article 38.

The meetings of the Scientific Commission must meet the following requirements:

1. They will take place twice a year on an ordinary basis; on an extraordinary basis, at the request of the 20% of its members and when the President deems it appropriate in relation to situations of special importance or gravity.
2. Calls will be made by any means recognized as valid at least fifteen days in advance, except in exceptional situations, in which any other means of communication that guarantees receipt may be used and with a deadline reduced to seventy-two hours.
3. They will be constituted at the first call when half plus one of its members attend, and at the second call with the presence of any number of them.
4. For their agreements to be valid, they must be adopted by a majority vote. In the event of a tie, the President's vote will be decisive.

SECTION 3: GENERAL MEETING OF MEMBERS

Article 39.

The General Assembly of Members is the supreme governing body of SEECO and will be composed of all members.

Article 40.

The meetings of the General Assembly of Members may be:

1. Ordinary, which will be held at least once a year.
2. Extraordinary, which will take place:
   1. In cases where current legislation so provides.
   2. In the cases provided for in these Statutes.
   3. When circumstances so advise in the judgment of the President.
   4. When the Board of Directors agrees.
   5. When proposed in writing by at least 25% of the members, with a specific statement of the matters to be discussed.

Article 41.

The General Shareholders' Meeting shall be convened by any means recognized as valid, stating the place, day and time of the meeting, as well as the Agenda. At least fifteen days must elapse between the call and the holding of the General Shareholders' Meeting.

The Extraordinary Assembly may be convened with seventy-two hours' notice when the matter to be discussed so requires. In the cases provided for in points 4 and 5 of section b) of the previous Article, a maximum of one month must elapse between the request and the actual holding of the same.

Article 42.

The Assemblies will be convened by the President of the Board of Directors.

However, once the deadline established in the second paragraph of the previous Article has passed, the promoters of such initiative will be entitled to call the General Assembly of Members.

Article 43.

The General Assemblies of Members, both ordinary and extraordinary, will be validly constituted in the first call when one third of the members with the right to vote attend, and in the second call with any number of them.

For their agreements to be valid, they must be adopted by a simple majority of votes, except in the cases provided for in Article 45. In the event of a tie, the President's vote will be decisive.

Article 44.

The powers of the Ordinary General Assembly of Members are:

1. Approve, where appropriate, the management of the Board of Directors.
2. To review and approve the annual Financial Statements and Economic Budgets and to ratify the amount of the members' dues.
3. Elect members of the Board of Directors and agree to their dismissal for failure to fulfill the duties entrusted to them.
4. Approve the minutes of the previous General Shareholders' Meeting.
5. Modify or reform the SEECO Electoral Regulations.
6. To endorse the initial draft and subsequent amendments to the Operating Regulations of the SEECO Sections.
7. Request the Declaration of Public Utility.

Article 45.

An Extraordinary General Meeting, specifically convened for this purpose, shall be required when the following is raised:

1. Modify or reform the SEECO Statutes.
2. To form a confederation, federation or union of associations, or to join an existing one.
3. Proceed to dissolve SEECO, in accordance with the provisions of Chapter V.
4. Dispose of or transfer real estate assets of SEECO.

Any agreement regarding the provisions of this Article must be adopted by a qualified majority, that is, the votes in favour must be at least half plus one of those cast; the exception is the case with regard to section c), which shall be subject to the provisions of section a) of Article 50.

Such agreements will only take effect within the time periods and under the conditions provided for in Article 16.1 of Organic Law 1/2002, of March 22, regulating the Right of Association, and in any regulatory provisions issued for its development.

CHAPTER V: ECONOMIC RESOURCES

Article 46.

The economic resources planned for the development of the objectives and activities of SEECO will be the following:

1. Member fees, assessments and other contributions.
2. Grants, donations, legacies or inheritances that may be legally received from members or third parties.
3. The benefits obtained from its editions and publications and from the training and conference activities it organizes.
4. The returns on your own assets, if applicable.
5. Any other lawful resource.

In any case, the destination of such economic resources must comply with the provisions of Article 13.2 of Organic Law 1/2002, of March 22, regulating the Right of Association, and in any regulatory provisions issued for its development.

Article 47.

The financial management of SEECO will be the responsibility of the Board of Directors, who will submit annual accounts to the General Assembly of Members.

For the purposes of the SEECO Financial Year, the closing date will coincide with December 31 of each year.

Article 48.

The disposition of funds deposited in any of the bank accounts opened by SEECO will require the signature of at least two members of the Board of Directors.

To this end, the Board of Directors will appoint at least three of its members as recognized signatures before the different banking entities in which the aforementioned accounts are located.

The Secretary General will draw up a specific Certification listing the appointed members and the date of the agreement on such appointment. Such agreement will be deemed tacitly repealed at the end of the term of the Board of Directors that adopted it.

CHAPTER VI: DISSOLUTION

Article 49.

SEECO may not be dissolved as long as there are fifty members who wish to maintain their activities.

Article 50.

The dissolution of SEECO will take place:

1. When so agreed by the Extraordinary General Shareholders' Meeting called for this purpose, with at least two-thirds of the votes in favour.
2. When so ordered by a final court ruling.
3. When the circumstances provided for in Article 39 of the Civil Code occur.

Article 51.

In the event of dissolution, the General Assembly of Members shall appoint a Liquidation Committee, which, once the debts, if any, have been extinguished, shall allocate the entire liquid surplus to charitable purposes.

DILIGENCE

Whereby it is noted that the wording of these Statutes coincides with that approved by the Extraordinary General Assembly of Members, called for this sole purpose and held in Madrid on March 15, 2013.

Eugenio Cerezo Lopez, President

Concepcion Millana de Ynes, General Secretary