ASSOCIATION FOR THE OPERATION AND MANAGEMENT OF MULTIMODAL TRAVEL INFORMATION SERVICES
LISBON METROPOLITAN AREA.
This text is not a legal translation, the official version is the one in Portuguese
NATURE, DENOMINATION, SCOPE, OBJECT, DURATION AND SEDE
NATURE AND DENOMINATION
1. The non-profit association of private law, with legal personality, is constituted, which adopts the name "TRANSPORLIS- ASSOCIATION FOR THE EXPLOITATION AND MANAGEMENT OF THE MULTIMODAL TRAVEL INFORMATION SERVICES OF THE METOPROLITANA AREA OF LISBON", hereinafter only designated by Association.
The Association has the legal number 515 007 013.
The Association will continue, in accordance with the provisions of these Statutes, the Transporlis Project, initiated with the Collaboration Protocol concluded on May 31, 2004 and its additions, transiting to it all the assets, rights and obligations of this Project.
The association's object is:
a) Explore and manage a multimodal travel information system for the transport sector of the Lisbon Metropolitan Area, called the Transporlis Project, with a view to providing information to users, in particular on means of transport, tourism, leisure, sport and health;
b) Promote the development, implementation and dissemination of technologically advanced solutions enabling the provision of innovative multimodal travel information services with a view to improving the quality of service and efficiency of public passenger transport, while supporting sustainable mobility of people and access to geographically dispersed markets;
c) Update and develop the multimodal travel information system of the Lisbon Metropolitan Area, Transporlis;
d) Ensure the dissemination of Transporlis information, focusing on the media and promotional campaigns of its members or other entities, public or private, with which the Association has cooperation agreements;
e) Explore, develop and manage new dissemination channels for the content available in the public information system of multimodal travel Transporlis;
f) Promote, within the scope of the Activities of the Association, the integrated management of human, technical and financial resources made available by the members;
g) Anticipate the compliance of Transporlis solutions with the provisions of The European Commission's Regulation Delegation (EU) 2017/1926, of 31 May, which complements Directive 2010/40/EU of the European Parliament and the Council of 7 July on the provision of multimodal travel information services, door-to-door, at EU-scale (Directive transposed into the Portuguese legal order through Law No 32/2013 of 10 May);
h) Promote Cooperation Agreements with public or private entities, which may in some way contribute to the object of the Association, maintaining existing ones, namely the agreement concluded on March 4, 2004 with the then DGTT.
The Association is constituted indefinitely.
1. The Association is based in the premises of the Metro Lisboa, E.P.E., located in Rua Xavier Araújo, Edifício Metro das Laranjeiras 1600-226 Lisboa, parish of São Domingos de Benfica, municipality of Lisbon.
2. The office may be transferred, by resolution of the General Assembly, to any other location within the Lisbon Metropolitan Area.
1. All natural or legal persons, under private or public law, whose activity, directly or indirectly, falls within the object of the Association may be associated.
2. The founding members are all the adherent entities that, at the time of the constitution of this association, are included as signatories of the Transporlis Collaboration Protocol and its Additions.
Admission OF NEW ASSOCIATES
1. The Association may be extended to the participation of other operators or entities, national or foreign.
2. It is up to the Executive Council to decide on the acceptance or refusal of new members, a decision subject to ratification by the General Assembly.
RIGHTS OF ASSOCIATES
In addition to those resulting from the law and these Statutes are the rights of associates, in particular, the following:
a) Participate and vote in the General Meetings;
b) Elect and be elected to the governing bodies;
c) Examine the books and other documents of the Association, during the period granted for this purpose;
d) Request the convening of the General Meeting in accordance with these Statutes;
e) Enjoy all the services and benefits that the Association can provide to its members;
f) Propose to the Executive Council actions, projects, campaigns and other initiatives, with a view to achieving the objectives of the Association;
g) Monitor and be informed about the development and outcome of all actions, campaigns, projects and other initiatives, in which the Association intervenes in the defence of common interests of its members.
DUTIES OF ASSOCIATES
It is the duties of the members:
a) Observe the provisions of these Statutes, as well as respect the deliberations emanating from the governing bodies;
b) Participate in the election of the members of the various governing bodies;
c) Diligently perform the functions to be elected or appointed and collaborate in the work of the Association, participating and sending qualified representatives to its meetings;
d) Provide all information of an unreserved nature on issues common to all members, whenever requested by the organs of the Association;
e) Maintain and regularly update your content as responsible for its information;
f) Maintain confidentiality on all matters, documents, drawings, software, of a reserved nature, made available to or provided by the Association;
g) Treat confidentially all information relating to each of the members;
h) Do not pursue, outside the scope of the Association, activities which fall within the provisions of Article12 of these statutes;
i) Ensure the sharing of technical resources (equipment, software and cartography) and human resources indispensable to the operation of an integrated multimodal travel information system of the Lisbon Metropolitan Area;
j) Participate in the common costs of the Association, paying in a timely manner the monthly contributions to which they are obliged.
EXCLUSION AND LOSS OF ASSOCIATE QUALITY
1. In addition to the cases provided for by law, a member's exclusion is the serious non-compliance with the rules laid down in these Statutes and in the agreements concluded within the association.
2. He loses his capacity as a member who expresses, voluntarily and in writing, the will to leave the Association, by registered letter with acknowledged receipt addressed to the Chairman of the Executive Board, at least thirty days before the date on which it is to take effect.
3. In case of waiver of your participation in the Association, the member:
a) It undertakes to be responsible for the commitments it has made, as an associate, until the date on which your resignation takes effect;
b) Loses the right to any social property;
c) It can no longer be represented in any of the governing bodies.
4. During the period of 3 years from the date of exclusion or waiver, the excluded or renouncing member undertakes to treat with confidentiality all information, documents, drawings and software of the Association.
RIGHT OF PREFERENCE AND EXPLOITATION
1. Members enjoy the Right of Preference in contracting by the Association of services provided by them, obeying, in each case, the best market conditions.
2. Members shall enjoy the Right of Exploitation in respect of the content available in the operating environment of the Association for dissemination on their own channels, under the conditions and terms of the following issues.
3. The data made available to the Association by each of the transport operators are their property and responsibility, so they should ensure their correction and updating.
4. The contents of each transport operator, when inserted in the operating environment of the Association, become the subject of the Right of Operation.
5. The use of the Right of Exploitation referred to in paragraphs 2 and 4 is subject to the authorization of the Executive Board.
6. The operating right referred to above shall be in force for a period of 2 years after the date of the operational start-up of such content, under these Statutes, after which it may be extended, as defined by the Executive Council.
7. Members also have the right to use and disseminate their own content, regardless of the route and format to be adopted.
PROPERTY, EXPLOITATION AND DISSEMINATION OF RESULTS
1. In the course of the Transporlis Project, created by the Collaboration Protocol of 31 May 2004, the members are obliged not to proceed in isolation, temporarily or permanently, directly or indirectly, activities that use, explore or disseminate the results of this Project, without prior authorization from the Executive Council of the Association, except in the case of the dissemination of their own content, regardless of the route and format adopted, in isolation.
2. The products developed, either in the term of the Collaboration Protocol of May 31, 2004, or of the Association, are the property of the Association and, as such, with the property of its members.
1. Members shall make every effort to pursue effectively and collectively the object of the Association;
2. Without prejudice to the provisions of the preceding paragraph, members may continue to exercise the activities inherent to their social object, but must communicate in advance to the Executive Council, when they continue competing activities with the object of the Association.
OF THE SOCIAL ORGANS
1. The Structures of the Association are:
a. General Assembly;
b. Executive Board:
i. Chairman of the Executive Board;
ii. System Coordinator;
iii. Operational Group.
c. Supervisory Board.
2. The term of office of its holders is 3 years.
1. The General Meeting is composed of all members in full enjoyment of their associative rights.
2. Any member may empower another member to represent him or her at the meetings of the General Meeting
3. The Coordinator of the Transporlis System and the members of the Operational Group are entitled to participate in the meetings, being able to intervene in them but without the right to vote.
GENERAL ASSEMBLY TABLE
1. The Board of the General Assembly is composed of:
b. Vice president:
1. The General Assembly shall be responsible for:
a) Elect the members of the respective Bureau and the Fiscal Council l;
b) Elect the Chairman of the Executive Board and the System Coordinator and ratify the members of the Operational Group appointed by each of the members;
c) Assess and vote on the Report and Accounts and its Opinion of the Supervisory Board within three months following the closing date of each annual financial year;
d) Assess and vote on the proposals of the Activity Plan and the Budget;
e) Ensure that the funds and resources necessary for the scheduled activities are made available in a timely manner;
f) To assess and vote on proposals submitted to it by the Executive Board, the Fiscal Council or any of the members;
g) Deliberate on proposals to amend the Statutes and interpret them;
h) Ratify the admission of new members;
i) Deliberate on the change in the value of the participation of the members;
j) Deliberate on the extinction and liquidation of the Association;
k) Ratify Collaboration Agreements with any public or private entity, national ly or internationally.
l) Perform all other functions assigned to it by law and by the Statutes and those that do not fall within the competence of other social bodies.
2. The Chairman of the Board of the General Assembly shall:
a) Convene the meetings, establishing the agenda, the date, place and time of their realization;
b) Sign the minutes with the Secretary of the Bureau;
c) Appoint at the beginning of the General Assembly a person suitable for secretarial work of the Assembly, when the Secretary of the Bureau is not present;
d) Dispatch and sign the office that concerns the Bureau.
CONVOCATION AND OPERATION
1. The General Assembly meets ordinarily once a year and extraordinarily whenever it is convened on the initiative of the President of the Bureau, at the request of any 3rd social body in matters of his competence or at the request of one third of his associates in full enjoyment of his statutory rights.
2. The General Meeting meets ordinarily in the first quarter of each year, until March 31, to:
a) Assess and vote on the Activity, Balance sheet and Accounts Report and the Opinion of the Fiscal Council for the previous year;
b) Approve the Budget and Activity Plan for the following year.
3. The General Assembly can only operate at the first call provided that the majority of the members are duly represented. In the second call he will meet, half an hour later, with the associates who are represented.
4. The President of the Bureau, in his absence, will be replaced by the resident Vice-P.
5. The deliberations shall be taken by a minimum of two-thirds of the members present.
1. The Executive Board shall be composed of:
b. System Coordinator;
c. Operational Group, represented by each of the members.
1. It is the responsibility of the Executive Council, as a management body, to steer the activity of the Association, with a view to better achieving its objectives.
2. The Chairman of the Executive Board should be a personality with recognised experience in the transport sector, which brings together the consensus of the majority of members, including:
a) Keep the General Assembly informed on the development of Transporlis in its most relevant aspects;
b) Promote all actions that may have a strategic and/or economic impact on the development of Transporlis;
c) Ensure the commitment and involvement of the associates, acting, whenever appropriate, as a communication channel with the competent bodies of the respective Companies;
d) Approve the planning and development of the Activities of the Association, including the acquisition of services and equipment to be made in each period, in accordance with the budget approved by the General Assembly;
e) Evaluate the proposals of the Activity Plan and the Budget presented to it by the "System Coordinator" and, once validated by you, submit them to the General Assembly;
f) Evaluate the annual Report and Accounts proposed to it by the System Coordinator, submit it to the opinion of the Fiscal Council and submit them to the General Meeting.
3. It is up to the System Coordinator, in particular:
a) Coordinate and manage the different activities necessary for the correct exploration and development of Transporlis within the authorized budget;
b) Ensure coordination between the different entities involved, in order to facilitate and ensure the correct operation and updating of Transporlis;
c) Submit to the Chairman of the Executive Board proposals aimed at the dissemination of Transporlis and proposals for action aimed at their development and improvement, through technical solutions, financing and use of synergies with projects of associates or other entities;
d) Coordinate and promote the actions necessary for the correct continuation of the operational management of Transporlis, informing the Chairman of the Executive Board of all actions that may in any way condition its development, proposing, in addition, the appropriate corrective actions;
e) Monitor the implementation of Transporlis, in particular in financial aspects, by submitting to the Chairman of the Executive Board the corrective measures that are deemed necessary for its good implementation;
f) Prepare annually, in close coordination with the Operational Group, the Report and Accounts of the financial year, as well as the program of activities and budget for the following year and presents them to the President of the Executive Committee;
g) ensure a correct framework of the Association's activities with the legislation applicable to multimodal travel information services at EU level;
h) Study the association's opportunities for collaboration with other public or private entities, nationally or internationally;
i) Evaluate the admission of new members.
4. The Operational Group is responsible for:
a) Promote all the actions necessary for the development, exploitation and maintenance of the multimodal travel information system of Área Metropolitana de Lisboa;
b) Ensure quality control of content and promote the necessary actions to ensure adequate and timely updating of operator information;
c) Monitor the health of the system, ensuring the identification of errors and their correction;
d) Develop, boost and support campaigns for the dissemination and promotion of Transporlis within and outside members, through different media, further promoting its dissemination in specialized "forums";
e) Promote the updating of the contents of the Internet site and the Apps.
1. The Executive Board meets, ordinarily, once a year and extraordinarily, whenever convened by initiative of its Chairman, at the request of any member of the Operational Group or the System Coordinator.
2. The meetings of the Executive Council shall be convened by post notice issued to each member, or electronically, if the member so requests in writing, at least 15 days in advance of the date of its realization.
3. Deliberations shall be taken by a minimum of two-thirds of the members present.
4. Each member of the Executive Board shall have one vote, with the Chairman of the board of directors.
5. At meetings of the Executive Council, other persons who are not entitled to vote may participate, without the right to vote, who are not technically supporting those meetings.
6. The Association is represented in court or outside it by the Chairman of the Executive Board or by whom it delegates.
7. The Association undertakes to jointly sign the Chairman of the Executive Board and a representative of the members appointed by them.
The Supervisory Board is composed by:
b) Vice-President and
c) Secretary, all of whom will be associates.
The Supervisory Board is responsible for supervising the Association, namely:
a) Ensure compliance with legal and statutory provisions;
b) Oversee the association's administrative and financial acts, monitor its accounts and reports and give an opinion on acts involving increased expenses or decreased revenues;
c) Exercise all other duties that are assigned to him by law or by the Statutes.
1 - The Supervisory Board shall meet whenever it is convened by its Chairman and, mandatorily, to issue the opinions referred to in point (b) of the previous article.
2 - The resolutions of the Fiscal Council shall be taken with the present 3 members in office and by a majority of the votes cast.
OF THE FINANCIAL SYSTEM
1. The Association's revenues are:
a) The monthly contributions of the members, which aim to meet the costs of developing, operating and maintaining the multimodal travel information system of the Metropolitan Area of Lisbon;
Any benefits, donations and other proceeds of any kind, authorized by law.
The Association's expenses include:
a) The payment of services, equipment, personnel and other costs necessary for the development, operation and maintenance of the multimodal travel information system of the Lisbon Metropolitan Area;
b) All others, which prove indispensable to the continuation of the object of the Association and which are not budgeted, shall be mandatorily reflected in an additional budget.
FINAL AND TRANSITIONAL PROVISIONS
EXTINCTION, DESTINATION OF GOODS
After the Association, the fate of the assets that are part of the social patrimony, which are not affected in the determined purpose and that have not been given to them or left with any burden, will be the subject of deliberation of the associates.