Article 1. Name.

Under the name LEATHERMEN CLUB of SPAIN, with the acronym LMCS, an ASSOCIATION is established pursuant to Organic Law 1/2002, of 22 March, regulating the Right of Association and supplementary regulations, with legal personality and full capacity to act, and of a non-profit nature.

In all matters not provided for in these Bylaws, the aforementioned Organic Law 1/2008, of 22 March, and the supplementary implementing provisions shall apply. (The name must comply with the requirements and limits set out in Article 8 of OL 1/2002 and Articles 22 and 23 of the Regulations of the National Register of Associations, approved by Royal Decree 949/2015, of 23 October.)

Article 2. Duration.

The Association is established for an indefinite period.

Article 3. Purposes.

The Association exists for the following purposes:

1. To provide a meeting and coordination space for its members for reflection and debate on issues affecting the LGBTI community, and in particular those relating to the Leather and Fetish Community.
2. To foster collaboration among its members to combine efforts and strengthen their work within the Leather and Fetish Community.
3. To cooperate with other groups working in the field of affective-sexual diversity (the LGBTI community).
4. To work to denounce lesbophobia, homophobia, transphobia and biphobia, hereinafter LGTBIphobia, in the social sphere and, in general, all forms of discrimination suffered by people on the grounds of their sexual orientation or gender identity.
5. To reflect on the role played by the Leather and Fetish Community in normalising the LGBTI community and in the fight against discrimination of the LGBTI community.
6. To promote the study, analysis and reflection on discrimination against the LGBTI community within the Leather and Fetish Community.
7. To raise awareness in society of the need to eradicate LGTBIphobia, with particular emphasis on the Leather and Fetish Community.
8. To support, raise awareness of, promote and participate in campaigns carried out by various associations or bodies for the prevention and fight against HIV.

Article 4. Activities.

To fulfil these purposes, the following activities shall be carried out:

1. To promote the Leather and Fetish Community within the LGBTI community.
2. To work to make visible the participation of heterosexuals, gay men, lesbians, transsexuals, bisexuals, intersex people and transgender people in the Leather and Fetish Community.
3. To support and promote the creation of LGBTI groups, associations and clubs within the territorial scope of LMCS.
4. To support and promote the creation of HIV groups, associations and clubs within the territorial scope of LMCS.
5. To collaborate with and support the activities and gatherings organised by other groups, associations and clubs in the Leather and Fetish, LGBTI and HIV communities.
6. To promote and collaborate in talks and activities held by clubs themselves or other organisations in relation to discrimination, with particular emphasis on discrimination based on sexual orientation and/or gender identity and the Leather and Fetish Community.

Article 5. Registered Address.

The registered address of the Association is located at Calle Zurbano, no. 41, 1st floor, Madrid, and its territorial scope in which it will mainly carry out its activities is the entire territory of the Spanish State.

The Board of Directors of the Association may, subject to agreement by the General Assembly, establish other local offices within the territorial scope of the Association and modify existing offices, notifying the relevant Register of any changes that occur, without prejudice to the activities carried out having an international character at a global level.

Article 6. Nature and composition.

The General Assembly is the supreme governing body of the Association and shall be composed of the member associates of LMCS.

Article 7. Meetings.

Meetings of the General Assembly shall be ordinary and extraordinary. The ordinary meeting shall be held once a year within four months of the close of the financial year; extraordinary meetings shall be held when circumstances warrant it, at the discretion of the President/Chair, when the Board of Directors so decides, or when one tenth of the members so propose in writing. General Assembly meetings shall rotate among different Autonomous Communities so that all members can act as hosts and travel costs are shared. At each session of the General Assembly, the place and date of the next session shall be set.

Article 8. Notices.

Notices convening General Assemblies shall be given by any valid written means specifying the place, day and time of the meeting, as well as the agenda with a specific statement of the matters to be discussed. At least fifteen days must elapse between the notice and the date set for the first-call meeting, and it may also indicate the date and time of the second-call meeting if applicable, with no less than one hour between the two calls.

Article 9. Adoption of resolutions.

General Assemblies, whether ordinary or extraordinary, shall be validly constituted on first call when one third of members with voting rights are present, and on second call regardless of the number of members with voting rights present.

Resolutions shall be adopted by simple majority of members present or represented when affirmative votes outnumber negative votes, with null votes, blank votes and abstentions not counted for these purposes.

A qualified majority of members present or represented shall be required, which shall be achieved when affirmative votes exceed half of those present, for:

1. Dissolution of the entity.
2. Amendment of the Bylaws.
3. Disposal or transfer of assets forming part of fixed assets.
4. Remuneration of members of the representative body.
5. The formation of a Federation, or joining one.
6. The application for a declaration of public utility by the competent authorities.

Article 10. Powers.

The General Assembly has the following powers:

1. To approve the management of the Board of Directors.
2. To examine and approve the annual accounts.
3. To elect the members of the Board of Directors.
4. To set ordinary or extraordinary fees.
5. To approve the dissolution of the Association.
6. To amend the Bylaws, including a change of registered address.
7. To dispose of or transfer assets.
8. To agree, where applicable, on the remuneration of members of the representative bodies.
9. Any other matter not assigned to another body of the Association.

Article 11. Composition.

The Association shall be managed and represented by a Board of Directors composed of at minimum a President/Chair and a Secretary.

The Vice-President, Treasurer and such members as may be determined may also form part of the Board of Directors.

(Only members may serve on the Board of Directors, provided they are of legal age, in full possession of their civil rights and not subject to any incompatibilities established by current legislation. Natural persons acting as representatives of members who are legal entities must meet the same requirements, except for the condition of being a member.)

All positions on the Board of Directors shall be unpaid. They shall be appointed and removed by the General Assembly and their mandate shall last 6 years.

Article 12. Meetings.

The Board of Directors shall meet as often as determined by its President/Chair and at the initiative or request of half of its members; however, given the geographical dispersion, the Board of Directors' usual mode of working shall be remote rather than in-person. Minutes of Board of Directors resolutions shall be circulated to all LMCS members. It shall be validly constituted when more than half of its members are present, and its resolutions shall be valid only when adopted by a majority of votes. In the event of a tie, the President/Chair's vote shall be the casting vote.

Article 13. Powers.

The powers of the Board of Directors shall extend, in general terms, to all acts proper to the purposes of LMCS, provided they do not require, under these Bylaws, the express authorisation of the General Assembly.

The specific powers of the Board of Directors are:

1. To direct the social activities and manage the economic and administrative affairs of LMCS, agreeing to carry out the appropriate contracts and acts.
2. To implement the resolutions of the General Assembly.
3. To draw up and submit to the General Assembly for approval the balance sheets and annual accounts.
4. To decide on the admission of new members.
5. To appoint delegates for specific LGBTI and/or HIV activities.
6. To remove any member of the Board of Directors itself for breach of any provision of these Bylaws.
7. Any other power not exclusively assigned to the General Assembly of members.

Article 14. President/Chair.

The President/Chair shall have the following powers: to legally represent LMCS before all public or private bodies; to convene, chair and close the sessions of the General Assembly and the Board of Directors, and to direct their deliberations; to authorise payments and sign documents, minutes and correspondence; to exercise the functions expressly entrusted to them by the General Assembly and the Board of Directors; to take any urgent measures that the proper functioning of LMCS or the development of its activities may require or deem convenient, without prejudice to subsequently reporting to the Board of Directors; to cooperate with and assist the host group, association or club at each LMCS gathering in its management; and to stimulate, in collaboration with the Board of Directors, the activities of LMCS.

Article 15. Vice-President.

The Vice-President shall stand in for the President in the President's absence due to illness or any other cause, and shall have the same powers.

Article 16. Secretary.

The Secretary shall be responsible for the purely administrative work of LMCS, shall issue certificates, shall maintain the legally required LMCS registers and the file of associated and/or collaborating entities, shall keep the entity's documentation, shall ensure that notifications of Board of Directors appointments and other registrable social resolutions are sent to the relevant Registers, and shall fulfil the documentary obligations required by law.

Article 17. Treasurer.

The Treasurer shall collect and safeguard the funds belonging to LMCS, shall carry out payment orders issued by the President/Chair, and shall manage all economic aspects of LMCS, including accounting. The Treasurer shall prepare an annual forecast of LMCS expenditure and income, where applicable, shall present the income and expenditure budget to the Standing Committee first, and subsequently to the General Assembly for approval by the LMCS General Assembly, and shall assist and advise all LMCS members on the management and processing of the various grants and sponsorships that may be available.

Article 18. Board Members.

Board Members shall fulfil the obligations proper to their position as members of the Board of Directors, as well as those arising from the delegations or working committees assigned to them by the Board itself.

Article 19. Resignations and substitutions.

Members may leave the Board by voluntary resignation communicated in writing to the Board of Directors, or for failure to fulfil their assigned duties.

Vacancies arising for these reasons shall be filled provisionally by the remaining members until a definitive election is held by the General Assembly convened for this purpose.

Members may also leave upon expiry of their mandate. In this case they shall continue in their positions until their successors accept the appointment.

Article 20. Requirements.

Any person who has an interest in furthering the purposes of LMCS may become a member.

Article 21. Categories.

LMCS shall have the following categories of members:

1. Full members, who are those who join after the foundation of LMCS.
2. Honorary members, those who, by virtue of their prestige or relevant contribution to the dignity and development of LMCS or of the Leather and Fetish Community at national or international level, are deemed worthy of such distinction. Honorary membership shall be conferred by the General Assembly.
3. For appointment as an Honorary Member, a holder of a national or international Mister title must have completed their year as Mister.
4. Associated Entities, deemed by the Assembly to be important members of LMCS.

Article 22. Termination of membership.

Members shall cease to be members for any of the following reasons:

1. By extinction or dissolution of LMCS.
2. By voluntary resignation, communicated in writing to the Board of Directors.
3. For failure to fulfil financial obligations, if 1 fee or levy is left unpaid.
4. Disrespect shown to any member, and in particular to the President, Vice-President, Secretary, Treasurer, Board Members, or any other member of LMCS or of the Leather and Fetish Community, at both national and international level.
5. Expulsion agreed by the General Assembly, following a report from the President. The expulsion decision must be reasoned, based on the loss of any of the legal or statutory requirements set out for this purpose.
6. In the event of expulsion, the decision shall be communicated in writing, and the person concerned may appeal to the General Assembly within fifteen days. If ratified by the General Assembly, the expulsion decision shall be final.

During the period between notification to the person concerned and the ordinary General Assembly, the member shall be suspended from all rights and obligations with respect to LMCS.

Article 23. Rights.

LMCS members shall have the following rights:

1. Attendance with voice and vote at General Assemblies.
2. To elect and be elected as a member of the Board of Directors.
3. To use the insignia identifying them as members.
4. To raise with the Board of Directors any complaints, suggestions or requests for information about LMCS considered necessary for its proper functioning.
5. To participate in all activities organised by LMCS in fulfilment of its purposes.
6. To enjoy all the advantages and benefits that LMCS may obtain.
7. To receive information on the resolutions adopted by the bodies of LMCS.
8. To make suggestions to the members of the Board of Directors towards better fulfilment of LMCS's purposes.

Article 24. Duties.

Full members shall have the following obligations:

1. To comply with these Bylaws and the valid resolutions of Assemblies and the Board of Directors.
2. To contribute to the maintenance of LMCS by paying the corresponding fees set by the General Assembly.
3. To cooperate personally and actively in the development of LMCS activities, and to attend the study sessions and social activities carried out by LMCS.
4. To contribute through their conduct to the good name and prestige of LMCS.
5. To attend Assemblies and other organised events.
6. To fulfil, where applicable, the obligations inherent in the position they hold.

Article 25. Exemption from liability.

LMCS members are exempt from any individual liability for commitments entered into by LMCS.

No member shall have an individual right to any share of any assets or property of LMCS. Membership shall imply acceptance of and mandatory compliance with these Bylaws and all resolutions adopted by the governing bodies in matters of governance, administration and activities.

Article 26. Membership application and requirements.

Any person of legal age and with legal capacity who has an interest in furthering the purposes of the Club may become a member of LMCS. The principle of equality of all members is established, with no discrimination on grounds of age, race, sex, religion, ideology or any other personal or social condition or circumstance. The membership application, in the case of ordinary members, shall be addressed to the Board of Directors in a written document stating the personal details, acceptance of the Bylaws, and the presentation, support or endorsement of the application by two ordinary members, with their signatures.

Article 27. Processing.

All applicants who meet the requirements set out in the preceding article, pay the applicable joining fee established by the Assembly, and pay the annual or monthly fees determined by that body shall be admitted and shall become members of LMCS.

Article 28. Rights and duties of honorary members.

1. Honorary members shall have the same obligations as full members, except those set out in Article 24(b). They shall likewise have the same rights, except those set out in Article 23(a) and (b), and may attend assemblies without voting rights.
2. Honorary members shall be those who, by virtue of their prestige or relevant contribution to the dignity and development of LMCS or of the Leather and Fetish Community at national or international level, are deemed worthy of such distinction. Honorary membership shall be conferred by the General Assembly.
3. For appointment as an Honorary Member, a holder of a national or international Mister title must have completed their year as Mister.
4. Associated Entities, deemed by the Assembly to be important members of LMCS.

Article 29. Financial resources.

The financial resources envisaged for the development of the purposes and activities of LMCS shall be as follows:

• Member fees, including joining, periodic or extraordinary fees.
• Grants, legacies or inheritances that may be legally received from members, third parties, public or private entities.
• Any other lawful resource.

Article 30. Assets.

At the time of its establishment, LMCS has no initial assets.

Article 31. Financial year.

The associative and financial year shall be annual and shall close on 31 December of each year.

Article 32. Dissolution.

The Association shall be voluntarily dissolved when so agreed by an Extraordinary General Assembly convened for this purpose, in accordance with the provisions of Article 20 of these Bylaws.

Article 33. Liquidation and allocation of remaining assets.

In the event of dissolution, a liquidation committee shall be appointed which, once debts are settled, shall allocate any remaining liquid surplus to purposes consistent with its non-profit nature (specifically to the fight against LGBTI homophobia and HIV).