General Meetings

Tablero holds two types of General Meetings, Annual General Meeting (AGM) and Extraordinary General Meeting (EGM).

The purpose and arrangements for each type of meeting is shown below.

Comparison Matrix: AGM vs. EGM

Feature	AGM (Annual)	EGM (Extraordinary)
Primary Goal	Accountability & Planning	Structural Change & Urgency
Agenda Flexibility	High (Includes new proposals)	Rigid (Only items in the notice)
Voting Threshold	Usually Simple Majority	Usually Qualified Majority (2/3)
Trigger	Calendar-based (Mandatory)	Needs-based (Board or 20% of members)

Annual General Meeting (AGM / Asamblea General Ordinaria)

What is the AGM? It is the yearly event where all members come together to hold the Board of Directors accountable and plan the future of the association.

Frequency: Must be held at least once a year.
Purpose: This is mandatory for approving the annual accounts (budget/financial statements) and reviewing the association’s activities from the previous year. It may also include the election of individuals to formal roles within the Association (typically, the President, Treasurer, Secretary and Vocale roles).
Who can attend? By default, only “Active Members” (those who have paid their current membership dues) may attend. However, with the permission of the Board, guest speakers may be invited. These guests may be granted the right to address the assembly with the express permission of the President, but they shall have no voting rights and may be asked to leave during sensitive deliberations or votes.

How are decisions made?

Simple Majority: More than half of the members present (including proxies) must vote “Yes.”
Who can vote? Only “Active Members” (those who have paid their current membership dues).
Can I vote if I’m not there? If you are an “Active Member”, Yes – by completing a Proxy Form and giving it to someone who is attending.
Can I change the agenda? Members may submit proposals for the agenda to the Secretary via the Board Agenda Item Submission Form up to 10 days before the meeting. The Board will review submissions for statutory compliance within 48 hours. Valid items will be included in the official ‘Call to Meeting’ sent at T-minus 15 days (or via an addendum if submitted after the first notice but within the legal window).

1. The AGM Lifecycle

T-minus 21 Days: Preparation

Board Meeting: The Board meets to finalize the Annual Accounts (financial statements) and the Activity Report (summary of the previous year).
Documentation: All reports, proposed budgets for the coming year, and the agenda are finalized.
Tournamatch Data: The Treasurer and Event Coordinator export the annual performance summary from Tournamatch to serve as the evidence base for tournament income and activity reporting.

T-minus 15 Days: Formal Call to Meeting (Convocatoria)

The Secretary sends the official notice via the association’s preferred communication channel (email is standard). This must include:

Date, time, and location (physical or digital).
The Agenda (Order of the Day).
Copies of the Annual Accounts and reports for review.
The Proxy Voting Form for those unable to attend.

In Spanish association law (Ley Orgánica 1/2002), a “Call to Meeting” is a procedural mechanism used to ensure that an Annual General Meeting (AGM) can still proceed even if there is a low turnout.

The official notice (Convocatoria) for the AGM will state that the meeting will be held at two different times.

I. The 1st Call

This is the “ideal” start time for the meeting. In order to start at this time, a Quorum of 50% + 1 of our total voting members must be present (or represented by proxy) for the meeting to be validly constituted.

If 50% + 1 of members attend: The meeting proceeds immediately. This is the “1st Call.”
If fewer than 50% + 1: The meeting cannot start. The meeting cannot start.

II. The 2nd Call

Since it is often very difficult to get more than 50% of members in a room at once, the “2nd Call” is used as our safety net. This allows the meeting to proceed even if there is a low turnout.

The Timing: The 2nd Call is scheduled for 30 minutes after the 1st Call.
The Rule: The 2nd Call allows the meeting to proceed regardless of the number of members present. Even if only three people show up, the meeting is legally valid, provided it was stated in the initial notice that the meeting would be held under the “2nd Call” if the 1st did not meet the quorum.

Important Note: Once the formal notice is issued, the agenda is considered closed. No new items may be added to the agenda during the meeting itself, except for the emergency items permitted by law.

2. The Meeting Structure (Procedural Script)

Phase 1: Call to Order & Quorum

Attendance Registry: As members arrive, they must sign the registry.
Verification: The Secretary confirms if a quorum is present:
- 1st Call: Requires 50% + 1 of total members.
- 2nd Call: (held 30 minutes later, if necessary) Any number of members present is sufficient to proceed.
Opening: The President formally opens the meeting, noting the call number (1st or 2nd) and declares the meeting valid based on the attendance registry.

Phase 2: Deliberation

Approval of Previous Minutes: Review and vote to approve the minutes of the last AGM.
President’s Report: Overview of the association’s activities, membership growth, and community impact.
Treasurer’s Financial Report:
- Detailed presentation of income/expenditure.
- Tournamatch Integration: Presentation of the aggregate annual report from Tournamatch to account for tournament-related income and prize distribution.
Voting/Approvals:
- Members vote to approve (or reject) the Annual Accounts.
- Members vote to approve the proposed Budget for the next year.

Important Note: To be valid, all Proxy Forms must be submitted to the Secretary at least 24 hours prior to the meeting start time. Proxies must be specific to the agenda items being voted upon or grant general authority to a specific member. The Secretary will verify the validity of all proxies against the current ‘Libro de Socios’ prior to the start of the meeting.

Phase 3: Open Floor & New Business

Q&A: Members address the Board with questions regarding reports.
Proposals: Discussion of member-submitted proposals (if submitted 7 days in advance).

Important Note: No binding votes on financial expenditure or statutory changes may be taken on items raised during ‘Open Floor’ that were not included in the formal, pre-circulated agenda

3. Decision-Making & Recording

Voting Method: Simple show of hands for routine matters. If 10% of members request, a secret ballot must be held.
Proxy Counting: Proxies are presented to the Secretary at the start of the meeting and are added to the “In Favor” or “Against” tallies during the vote.
The “Minute Book” (Libro de Actas):
- The Secretary records the exact wording of all motions.
- The record must include: Total votes for, total votes against, and total abstentions.
- Required Signatures: The Minutes must be signed by the President and the Secretary.

4. Post-AGM Document Updates

If necessary, all of the following documents must be updated after the AGM.

Action Item	Responsibility	Deadline
Draft Minutes	Secretary	Within 5 working days
Distribute Summary	Secretary	Within 7 working days
Archive Records	Secretary	Immediate
Update Financials	Treasurer	Within 10 working days
Public Registry Filing	Board/Secretary	Only if Board members changed or if the attendees voted to change the Statutes
Association Statutes	Secretary	Only if the attendees voted to change the Statutes
Association Internal Regulations	Secretary	Only if the attendees voted to change the Internal Regulations

Extraordinary General Meeting (EGM / Asamblea General Extraordinaria)

What is a EGM? It is a special meeting called to address urgent, high-impact, or specific issues that cannot wait until the next Annual General Meeting. It is “extraordinary” because it deals with matters outside the normal cycle of annual reporting and budget approval.

Frequency: Held as needed. There is no set frequency.
Purpose: To decide on significant matters, including but not limited to:
- Amending the Association’s Statutes (Estatutos).
- Removing or electing members of the Board of Directors mid-term.
- Acquisition, sale, or disposal of major assets.
- Dissolution of the Association.
- Addressing urgent legal or financial crises that require the consensus of the membership.This is mandatory for approving the annual accounts (budget/financial statements) and reviewing the association’s activities from the previous year. It may also include the election of individuals to formal roles within the Association (typically, the President, Treasurer, Secretary and Vocale roles).
Who can attend? The same rules as the AGM apply.

How are decisions made?

Qualified Majority: Unlike the AGM (which primarily uses a simple majority), the nature of topics raised at an EGM (changes to Statutes, dissolution of the Association, removing or electing new Board members, or changes to major assets) require a Qualified Majority (typically two-thirds of the members present or represented).
Who can vote? Only “Active Members” (those who have paid their current membership dues).
Can I vote if I’m not there? If you are an “Active Member”, Yes – by completing a Proxy Form and giving it to someone who is attending.
Can I change the agenda? You can submit requests for new business up to 7 days before the meeting by emailing the Secretary.
Agenda Restriction: Unlike the AGM, where you may have a “New Business” section, the EGM is strictly limited to the agenda items listed in the Convocatoria. No other business may be introduced.

Can I request an EGM?

Yes. If you believe there is an urgent matter that requires the attention of all members, you can submit a petition signed by 20% of the active membership to the Board. Once validated, the Board will schedule an EGM to address the issue. Click here if you would like a template for such a petition.

The EGM Lifecycle (Differences from the AGM)

1. Triggering the Meeting (The “Petition” Phase)

Unlike the AGM, which the Board plans automatically, an EGM is often triggered by:

The Board: A formal resolution by the Board of Directors.
The Membership: A written request signed by at least 20% of the active members. The Board is then legally obligated to call the meeting within a set timeframe defined in your Statutes (usually 30 days).

2. The Notice (The Convocatoria)

The notice must clearly state: “This is an Extraordinary General Meeting.” It must list every topic to be voted on. Because of the importance of these decisions, it is recommended to attach the “Proposed Amendment” or “Proposed Motion” in its entirety to the notice so members know exactly what they are voting on.

3. Decision-Making & Recording

Qualified Majority: The minutes must explicitly state that the 2/3 majority requirement was met for any statutory change.
Public Filing (CRITICAL): While an AGM rarely requires a trip to the Registro de Asociaciones, an EGM that changes the Statutes or the Board members must be filed with the regional government.
- Procedure: After the EGM, you must produce a “Certificate of Minutes” signed by the Secretary and President (and often notarized) to update your official standing with the Spanish government.