Chapter I - General principles
- The association is called “ASSOCIAÇÃO TURISMO DE LISBOA – VISITORS AND CONVENTION BUREAU”.
- For external purposes, the association is known by the short form “TURISMO DE LISBOA”.
- Turismo de Lisboa is a private not-for-profit association.
Turismo de Lisboa’s operating area is the promotional area of “Lisbon”, as defined by the Secretary of State for Tourism. This currently corresponds to the Lisbon Metropolitan Area.
- Turismo de Lisboa’s objectives are:
- The sustained development of tourism within its operating area, hereinafter referred to as the region.
- The promotion of the region and its offer, as a tourist destination.
- The promotion of the region as a venue for conferences, fairs and other similar events and also as an incentive trip destination.
- The provision of tourist information and support.
- Monitoring of the tourism offer and activity in the region and the performance of the sector, plus impact assessment for the various plans, programmes and initiatives that are implemented.
- Preparation, analysis and/or publication of studies of interest to the sector and to tourism businesses in the region.
- Additionally, Turismo de Lisboa may participate in, create or manage tourism-related projects or equipment, of its own accord, through third-party concessions or in association with other business entities.
- Turismo de Lisboa may set up or participate in companies or other collective enterprises, provided that the business object of these involves activities designed to achieve the same purpose as Turismo de Lisboa itself.
- In working towards its objectives, Turismo de Lisboa will exercise the statutorily stipulated powers and competences and those conferred upon it in law.
- Turismo de Lisboa will also exercise the competences that are delegated to it, that it contracts, or those with which it is entrusted by central government, by the regional tourism authority or by the local administrations in its operating area, or by any other public or private organisations.
- Turismo de Lisboa is organised into two sections. The first of these is “Lisboa Visitors Bureau”, which promotes leisure tourism. The other is “Lisboa Convention Bureau”, which promotes business tourism and is run by a member of the board of management.
- The management may decide to set up other sections, committees or working groups.
- The management shall define the criteria for membership of any section, committee or working group, as well as the respective competences, resources and regulations.
- Turismo de Lisboa’s head office is Rua do Arsenal, n.º 23, in Lisboa.
- Turismo de Lisboa will remain an operational entity for an indefinite period.
- Turismo de Lisboa shall be legally bound by the joint signatures of one member of the executive committee and one member of the management team, or by one of the directors listed in no. 1 of article 33 of these articles, provided that this has been expressly authorised by the management.
- For day-to-day affairs, the signature of the director-general shall suffice. This competence may be delegated to other directors.
Chapter II - Membership
- Membership of Turismo de Lisboa is open to all individual or corporate persons who are engaged, directly or indirectly, in the tourism business in the Lisbon promotional area, or the adjoining promotional areas. In the latter case, there will be clear complementarity between these areas as regards the structuring of the tourism product or the promotion and marketing of the Lisbon brand.
- There are the following categories of membership: founding members, full members and associate members.
- The founding members of Turismo de Lisboa are:
- Lisbon City Council
- AIP Foundation
- UACS – União de Associações do Comércio e Serviços (Union of Commerce and Services Associations);
- APAVT – Associação Portuguesa das Agências de Viagens e Turismo (Portuguese Association of Travel and Tourist Agencies) ;
- AHP – Associação da Hotelaria de Portugal (Portuguese Hotel Association);
- TAP – Air Portugal.
- There are specific separate regulations governing the admission of full and associate members.
- Founding and full members have the right, amongst others, to:
- Participate and vote in general meetings and elect, and be elected to, statutory bodies.
- Participate in Turismo de Lisboa activities and make use of all services and initiatives.
- Propose initiatives to the competent Turismo de Lisboa bodies that they believe appropriate or of interest to its objectives or purposes.
- Be included, with a recommendation, in informative or promotional literature published, promoted or supported by Turismo de Lisboa.
- Benefit from preferential conditions when acquiring products or services marketed or managed by Turismo de Lisboa or when selling their own products or services, directly or indirectly through the offices of Turismo de Lisboa.
- Take promotional advantage of initiatives or actions that Turismo de Lisboa organises or participates in.
- Use logos, window stickers and signs identifying them as members of Turismo de Lisboa, in their documents and at their places of business.
- Associate members have all the rights enumerated in the previous point, with the exception of point a).
- Associate members may only exercise their rights if they have paid their dues and if they comply with all other obligations stipulated in these articles.
- Founding and full members have the duty, amongst others, to:
- Help Turismo de Lisboa meet its objectives and fulfil its purposes.
- Comply with these articles, the regulations and the decisions of Turismo de Lisboa bodies.
- Participate in general meetings and take up the positions to which they are elected, unless they have proper cause to refuse.
- Pay dues on time.
- In all their professional and business dealings, act in compliance with the rules of professional conduct and ethical principles.
- Ensure the quality and technical competence of their professional and business practices.
- Conduct their professional and business affairs in such a way as to reflect positively on Turismo de Lisboa.
- Provide, in a timely manner, any information requested by Turismo de Lisboa services, to allow these to work quickly and effectively.
- Submit any resignation request to the management with at least two months notice.
- Associate members have all the duties enumerated in the previous point, with the exception of point c).
- Members will cease to be such when:
- They resign.
- They are no longer engaged in the activity that was the reason for their membership.
- They do not pay their dues in accordance with the schedules established by the management.
- Their membership is withdrawn on the decision of the general meeting, following a recommendation from the management.
- They are declared bankrupt or insolvent or are wound up.
- If membership is lost, the former member shall continue to pay their dues through to the end of the calendar year in question.
Chapter III - Statutory bodies
Section I - General remarks
The statutory bodies of Turismo de Lisboa are the general meeting, the board of management, the executive committee and the audit board.
With the exception of the executive committee, holders of posts on statutory bodies are elected, by list, at a general meeting convened for the purposes.
Holders are elected to statutory posts for a three-year mandate.
- Corporate persons may replace their representatives on statutory bodies. To do so, the name of the new representative should be communicated to the chair of the body in writing.
- If any statutory body fails to reach a quorum, through the resignation, impediment or prolonged absence of its members, extraordinary elections should be held to fill the vacant posts.
- The mandate of those elected under the provisions of the previous point shall coincide with the existing mandate.
- Meetings of Turismo de Lisboa statutory bodies are convened by the chair or their alternate.
- With the exception of the situation stipulated in no. 1 of article 1 of these articles, decisions are taken by a simple majority of those present. The chair has a casting vote.
- Minutes will be drawn up of each meeting.
Section II - General Meeting
- The general meeting is composed of founding and full members in the full enjoyment of their rights.
- The general meeting committee presides over the general meeting.
- The general meeting committee is composed of a chair, a secretary and a member.
- The general meeting committee shall:
- Convene and supervise the work done at meetings.
- Organise, supervise and oversee elections.
- Invest holders of posts on statutory bodies.
- The general meeting shall:
- Elect, by means of lists, founding and full members to the general meeting committee, the board of management and the audit board.
- Discuss and vote on the board of management’s proposed business plan and annual budget.
- Discuss and vote on the management report, the balance sheet and the annual accounts, each year.
- Set dues.
- Decide on the exclusion of members, following a recommendation from the management, in accordance with these articles.
- Decide on any changes to these articles and the approval of regulations proposed by the management, without prejudice to the provisions of paragraph f) of these articles.
- Issue any recommendations it sees fit.
- Exercise any other competences provided for in the law or in these articles.
- The general meeting shall hold both ordinary and extraordinary sessions.
- The general meeting shall meet in ordinary session:
- Up to or on the thirty-first of December, to decide on the business plan and budget for the following year.
- Up to or on the thirtieth of April, to discuss and vote on the management report, the balance sheet and the accounts for the previous year.
- Every three years, to elect members of the statutory bodies.
- The general meeting shall meet extraordinarily, whenever so requested by the management, the audit board or by one third of founding and full members, in the full enjoyment of their rights.
- General meetings will be convened with at least ten calendar days’ prior notice. This call to meeting shall include the agenda and the day, time and place of the meeting and should be sent to members by registered letter or by any form of electronic transmission of written data, provided that proof of delivery is obtained.
- When a request to hold an extraordinary general meeting is received, this meeting must be convened within ten calendar days of receiving such a request.
- The general meeting will meet at the time set in the call to meeting, if at least half of the total possible number of votes is present. Otherwise, it will meet half an hour later with whomsoever is present.
- General meeting decisions are taken by absolute majority of the voting members present.
- Founding members and full members who are public collective persons, public companies or business or professional associations have ten votes each.
- Other full members have one vote each.
- Decisions on changes to the articles have to be approved by the votes of at least three-quarters of the number of member votes present at the meeting.
- The decision to wind up Turismo de Lisboa requires a vote in favour from at least three-quarters of all possible member votes.
Section III - Board of Management
- The board of management is comprised of seventeen elected members: chair, assistant chair, chair of the “Lisboa Convention Bureau” section, and fourteen members.
- Lisbon City Council will always be either chair, assistant chair or chair of the “Lisboa Convention Bureau” section.
- One of the posts mentioned in the previous point will be held by a representative from the private or associative sector.
- In their absence, the chair will be replaced by the assistant chair or, in this person’s absence, the chair of the “Lisboa Convention Bureau” section or, in this person’s absence, by one of the other members of the board, according to their position on the election list.
- Those individuals who have held the post of chair of the Turismo de Lisboa board of management shall have the same status as the other members of the board of management and shall enjoy all the same benefits and rights.
- The individuals referred to in the previous point may participate in board of management meetings or general meetings, without voting rights, or carry out missions and tasks that are invested in them.
- Former chairs of the board of management may also be appointed to represent Turismo de Lisboa in posts that the organisation itself has been appointed to.
- The board of management is responsible for:
- Requesting the convening of extraordinary general meetings or audit board meetings.
- Overseeing Turismo de Lisboa’s activities.
- Approving the organisation of services and staffing plan proposed by the executive committee.
- Approving the business plans and budgets proposed by the executive committee and also the management reports, balance sheets and annual accounts to be submitted to the general meeting.
- Approving justifiable changes to the budget and business plan for the year, as proposed by the executive committee and providing the accounts are balanced.
- Creating and running sections, committee and working groups, and deciding on their competences, resource allocation and governing regulations.
- Deciding on the creation of, participation in, or winding up of commercial companies or other collective persons, as proposed by the executive committee.
- Admitting new members.
- Assessing conduct that breaks the regulations governing the activities of Turismo de Lisboa members and applying the sanctions stipulated therein, insofar as these are within its competences.
- In general, deciding on all issues that do not fall within the specific purview of other bodies.
- The competence detailed in paragraph b) of the previous point is deemed delegated to the executive committee.
The board of management shall meet whenever necessary and at least once every three months.
Section IV - Executive Committee
- The executive committee is comprised of the chair of the board of management, the assistant chair of the board of management and the director-general.
- The executive committee is responsible for:
- Representing Turismo de Lisboa in court and out of it.
- Approving the organisation of services and staffing plan, for submission to the board of management.
- Approving the business plans and budgets and the management reports, balance sheets and annual accounts, for submission to the board of management.
- Approving justifiable changes to the budget and business plan for the year, providing the accounts are balanced, for submission to the board of management.
- Submitting proposals to the board of management for the creation of, participation in, or winding up of commercial companies or other collective persons.
- Exercising the competences of the board of management that have been delegated to the committee, in accordance with these articles, and also those that have been expressly delegated by the board.
- The competences stipulated in paragraphs b) to d) of the previous point are exercised following a proposal made by the director-general.
Section V - Audit Board
The audit board is comprised of a chair, a secretary and one member.
- The audit board is responsible for:
- Inspecting the bookkeeping, books and documents, as it deems necessary
- Issuing an opinion on the management reports, balance sheets and annual accounts.
- In carrying out its duties, the audit board may request any information it needs from any of the bodies constituting Turismo de Lisboa.
- Turismo de Lisboa bodies are obliged to furnish the audit board with any information it requests, where this lies within their purview.
- The audit board shall meet whenever necessary and at least once a year. Meetings are convened by the chair, on their own initiative or at the behest of the chair of the board of management, the chair of the general meeting, or an absolute majority of founding and full members.
- The audit board has five calendar days to issue any opinion that has been sought from it.
Chapter IV - Services
Turismo de Lisboa will set up whatever services it deems necessary to allow it to carry out its business activities. These services will be organised according to the competences set out in these articles.
- Turismo de Lisboa services are headed by a director-general who may be assisted by directors drawn from Turismo de Lisboa staff.
- The director-general is appointed and removed from office by the board of management and answers to the chair and assistant chair of this body.
- The director-general and other directors may attend meetings of the board of management, but without the right to vote.
- The director-general is responsible for:
- Studying, preparing and proposing business plans, budgets and changes to these, as well as business activity reports, the accounts and other planning or financial instruments.
- Implementing the actions and measures stipulated in the existing business plans and budgets.
- Implementing the decisions issued by the competent bodies at Turismo de Lisboa.
- Studying and proposing the actions and measures they believe necessary to the proper running and development of Turismo de Lisboa.
- Overseeing the management, operation and administration of Turismo de Lisboa.
- Studying and proposing the organisation by services and staffing plan.
- Contracting the staff required by the existing staffing plan and budget and exercising disciplinary powers.
- Directors shall carry out the duties delegated to them by the director-general.
Chapter V - Assets and revenue
- Turismo de Lisboa’s assets consist of all the goods, rights and valuables that are given to it or that it acquires through any means.
- Turismo de Lisboa revenue consists of:
- The sum of all dues and other amounts paid in by members.
- Any revenue that is legally assigned to it.
- The income earned from assets and from its own activities. This includes rents and other payments, the sale of goods and services, the management of projects and equipment, the appropriation of profits from companies it owns or has holdings in, and sponsorships or other forms of support.
- Funds assigned by central government, regional tourism bodies, local administrations and other entities, in accordance with the protocols or contracts that have been established with these.
- Subsidies, allocations, co-payments, financing or fund transfers, originating from any public or private entity and of which it is the beneficiary.
- Donations, legacies or inheritances of which it is beneficiary, plus any income from these
- The income from deposit instruments and other capital applications.
- Any other revenue compatible with its nature as an entity.
- Turismo de Lisboa may set up a reserve fund, the allocation for which will be decided annually by the general meeting.
- The use of the reserve fund requires authorisation from the general meeting.
Chapter VI - Elections
The chair of the general meeting is responsible for setting the date for elections and convening the general meeting, giving prior notice of at least thirty calendar days. The call to meeting should include the agenda, the date and the place of the election and the opening and closing times of the polling station. This information should be sent to members by registered letter or by any form of electronic transmission of written data, provided that proof of delivery is obtained.
- Candidate lists should be submitted to the chair of the general meeting at least fifteen days before the election date.
- The list should be complete, indicating a single person as head of list. For each and every one of the electable posts on Turismo de Lisboa statutory bodies, the company name of the collective entity that is putting itself forward, the full name of the singular person that represents this collective entity and the post they hold at the same should all be given.
- No member may be on more than one list of candidates or run for more than one post on Turismo de Lisboa statutory bodies.
- Lisbon City Council shall be on the lists for the board of management, irrespective of its express acceptance or nomination of a representative.
- As soon as the chair of the general meeting receives a list, they will assign it a letter from the Latin alphabet, according to the order in which lists are received and beginning with the letter “A”.
- If any shortcomings are detected in lists, the chair of the general meeting has twentyfour hours to instruct the head of the list to rectify these.
- In the case of the situation described in the previous point, the head of the list shall have twenty-four hours to rectify any shortcomings.
- Twelve days before the date set for elections, the chair of the board of directors will publish the lists of candidates at the Turismo de Lisboa head office.
- There will be a single polling station, presided over by the chair of the general meeting. There will be two ballot boxes, one for members with the right to ten votes and the other for members with the right to a single vote.
- Voting will begin at the time set for the general electoral meeting and will end three hours later.
- Any member exercising his/her right to vote or any competing head of list may lodge a complaint, protest or immediate counter-protest, in writing and duly reasoned, in regard of any situation that arose during the election.
- Once the complaint, protest or counter-protest has been received, the chair of the general electoral meeting shall immediately decide whether or not there are grounds for the same. This decision may be postponed until after the election, but before the counting of votes, if the chair deems this best for the smooth running of the election itself.
- Once voting has ended, the decision referred to at the end of the previous point will be taken, where applicable, and the votes will be counted. The chair of the general meeting will then announce as the winner the list that attracted the most number of valid votes.
- Any head of a competing list has 24 (twenty-four) hours to lodge a complaint, protest or counter-protest, in writing and duly reasoned, in regard to any fact or situation that occurred during the counting of the votes. The chair of the general meeting will issue a ruling on any such filing within twenty-fours.
- Any members who are completely unable to attend the general electoral meeting on the established date may vote beforehand, by post.
- Any such vote should be sent by registered mail, with proof of delivery, to the Turismo de Lisboa head office. It should be sent in an opaque closed envelope, which should be placed inside a second opaque closed envelope bearing the identification of the sender and the express indication that the correspondence pertains to the election in question.
- Only votes received at the Turismo de Lisboa head office no later than the day before the election will be counted.
- When voting begins, the general meeting committee will open the outer envelopes and deposit the closed envelopes containing the members’ votes in one of the two ballot boxes, as appropriate.
Chapter VII - Final and closing remarks
- The general meeting that decides to wind up Turismo de Lisboa will also decide on the distribution of its assets and the appointment of the liquidation committee.
- The liquidation committee will only have powers pertaining to the registry office acts required for any such winding up.
In all matters not covered by these articles, the legal provisions in the civil code that pertain to associations shall apply.