Mission
To establish a solid organisational structure that, through the efficient management of the School, enables the Academic Area to carry out its educational mission of educating global citizens. This structure also promotes transparency of information, strengthening relationships with teaching and non-teaching staff, as well as with the parent community that has placed its trust in us.
Governing Board
Ensuring democratic and transparent governance, St. Brendan’s School has a Governing Board and a Supervisory Committee, both made up of members of the St. Brendan’s School Civil Association. These bodies are elected every three years through elections held among the members of the Association.
Our Team
Cra. Valeria Senatore
President
Ing. Agustín Napoleone
Vice President
Lic. Cra. María José González
Secretary
Sr. Matías Preve
Lic. Cdr. Florencia Annacondia
Dr. Federico Caresani
Lic. Ximena Arroyo
Supervisory Committee
Members
Ignacio Llambías
Noela Pérez
Alejandra Barboza
Become a Member
If you are interested in joining the Association, you must complete the membership application form and submit it at the reception desk of either the Central Campus or the Punta Carretas Campus.
The Governing Board will then review the applications and approve new members. Once this process has been completed, the new member will receive an email confirming their admission to the Asociación Civil St. Brendan’s School as a Subscriber Member.
Socio Suscriptor
In accordance with the Association’s statutes, a Subscriber Member is entitled to:
- a) To participate in assemblies with voice but without vote;
- b) To make use of the various social services;
- c) To submit initiatives to the Board of Governors aimed at the improvement of the institution.
(Article 6 – Rights of Members, Section 2: Honorary and Subscriber Members).
Active Member
After one year from the date of admission, you will become an Active Member of the Asociación Civil St. Brendan’s School, with the following rights:
- a) To vote and to be eligible for election;
- b) To take part in the General Assembly with voice and vote;
- c) To request the convening of an Extraordinary General Assembly (Article 11, subsection 3);
- d) To make use of the social services;
- e) To submit initiatives to the Board of Governors aimed at improving the institution in any respect.
(Article 6 – Rights of Members, Section 1: Founding and Active Members).
Statutes
Through this document, we present the statutes of the St. Brendan’s School Civil Association, approved by the Governing board on May 23 of the current year, and subsequently approved with certain amendments at the ACSB General Assembly held on June 20, 2011.
If you would like to access the English version, please contact the Govering board at cdirectiva@stbrendan.edu.uy
Frequently Asked Questions
Answers to the most common questions about Early Years.
What type of company operates under the trade name “St. Brendan’s School”?
A non-profit civil association incorporated on February 12, 2003 under the name “Asociación Civil Saint Brendan’s School.”
What legal framework governs this type of entity?
Article 21 of the Civil Code distinguishes between legal entities under public law and legal entities under private law. As private law entities, it refers to “…corporations, institutions, and associations recognized by the public authority.”
For the purpose of clarifying the scope of the terms used in Article 21 of the Civil Code to designate private law legal entities, Uruguayan legal doctrine and case law generally draw on the classic text by Savigny (System of Modern Roman Law). According to the aforementioned author:
• “corporations” are private law legal entities with a profit-making purpose;
• “institutions” and “associations” are private law legal entities without a profit-making purpose, with the terms “institutions” and “foundations” being used interchangeably.
Within the legal framework applicable to Civil Society Organizations (CSOs), reference should be made to Decree-Law No. 15,089 of December 12, 1980 (“It is established that the Ministry of Education and Culture shall exercise administrative oversight over civil associations and foundations”).
Since its enactment, Decree-Law No. 15,089 has served as the basis for the administrative resolutions governing the process of obtaining legal personality, as well as the management and dissolution of CSOs in Uruguay.
Corporate Governance
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The Ministry of Education and Culture has established a “model by-laws” to which civil associations must conform in order to be recognized as legal entities (MEC Resolution No. 1313/973 of August 2, 1973, as amended by Resolution No. 906/993 of September 21, 1993).
How are non-profit civil associations created?
Civil associations are constituted and come into legal existence through the mere act of executing the founding deed and the approval of the by-laws by the founders.
The State does not grant legal personality; rather, it recognizes it as pre-existing, after reviewing its by-laws and verifying that its purpose is not unlawful or contrary to public morality or good customs.
Is there any State body that oversees non-profit civil associations?
Yes. In accordance with Decree-Law No. 15,089, the Ministry of Education and Culture exercises administrative oversight over civil associations and foundations and, consequently, is responsible for controlling their creation, operation, dissolution, and liquidation.
Within the Ministry’s organizational structure, the Directorate of Justice is the department in charge of receiving applications, reviewing the submitted documentation, assessing its legality, and advising on the resolution to be adopted. The Legal Advisory Office of this department carries out the relevant reviews and recommends the measures to be taken.
Corporate Governance
.
Is the “Asociación Civil Saint Brendan’s School” (ACSBS) registered with any State authority?
ACSBS is registered with:
a. MinisterMinistry of Education and Culture
• Legal Entities Registry – for informational purposes only
• Registry of Educational and Cultural Institutions – for the purpose of obtaining tax exemptions
b. Ministry of Labour and Social Security (and with the BPS) as any potential employer, for the registration of its possible employees with the Social Security system.
What is the purpose of ACSBS?
a. To promote, provide, and develop teaching, education, and culture throughout the territory of the Oriental Republic of Uruguay, as well as the study of pedagogical issues affecting education; to cooperate in the study of languages, particularly English.
b. To provide and/or lease premises, buildings, headquarters, or sports facilities, whether through leasing, free of charge, or by any other means, to institutions pursuing the same or similar purposes, entering into the necessary agreements or contracts for such purposes.
c. To construct or promote the construction of buildings, or the reconstruction or expansion of existing buildings, using, to the extent deemed necessary or appropriate, the plans or systems in force for such purposes, entering into the necessary contracts or agreements with national, public or private, mixed, or international authorities or institutions.
d. To promote the development of social and sporting activities.
What is required to become a member of ACSBS?
a. To prove status as a parent of a student, or as a former student of St. Brendan’s School.
b. To submit a written proposal to the Board of Directors, endorsed by two members.
c. A favorable resolution of the Board of Directors, adopted by a majority of its members.
What types of members exist and what rights do they have?
Types of Members, Characteristics, Rights
Founding Members. Those who attended the founding act or joined within 60 calendar days thereafter.
To be electors and eligible for office
To participate in the General Assembly with the right to speak and vote
To request the convening of an Extraordinary General Assembly (Article 11, paragraph 3)
To use the social services
To submit initiatives to the Board of Directors aimed at improving the institution in any aspect
Active Members. Those who have been registered as members for one year and have regularly complied with the obligations established in these by-laws and in the institution’s general regulations.
Same rights as Founding Members
Honorary Members. Persons who, due to their merits or the outstanding services rendered to the institution, are appointed as such by the General Assembly.
To participate in General Assemblies with the right to speak but without voting rights
To use the various social services
To submit initiatives to the Board of Directors aimed at improving the institution
Subscribers. Those who have been admitted as
members but have not yet met the
requirements to become active members.
Same rights as Honorary Members
Users. Those persons who request to use part of the infrastructure and services provided by the association.
To use the social services for which they have been authorized, in accordance with their written application.
What items constitute, or may constitute, the assets of ACSBS?
a. Ordinary contributions from members, as established in general terms by the Board of Directors.
b. Contributions of public or private origin, as well as donations and bequests made in its favor.
c. Any extraordinary contribution required from members, as determined by the General Assembly in accordance with the nature of the institution.
d. Income obtained by the association from:
Fees received for providing any type of instruction to any person.
The rental of movable or immovable property, whether tangible or intangible.
Is there any type of limitation on borrowing capacity or on the assumption of operating costs?
No. There is no restriction preventing a civil association from carrying out any lawful activity aimed at fulfilling its corporate purpose, for example:
a. Hiring staff and setting the remuneration it deems appropriate
b. Incurring administrative costs
c. Investing in infrastructure
d. Taking out loans
e. Invertir en los mercados financieros
Nevertheless, in the case of productive activities carried out by a civil association, the Ministry of Education and Culture (MEC) has issued resolutions ordering thorough periodic inspections in order to verify that the profits from such activities are entirely allocated to the fulfilment of the institution’s objectives. There is no specific regulation governing these inspections, which the Administration orders in the exercise of its administrative policing powers, whenever it deems it appropriate.
What are the corporate governance bodies of the “Asociación Civil Saint Brendan’s School”?
a. General Assembly
b. Board of Directors
c. Fiscal Commission
d. Electoral Commission
General Assembly
It is the sovereign body of the Civil Association and is composed of all members except those defined as “Users,” and it is the body that appoints the Electoral Commission when applicable.
Call to Meeting, Timeframe for Convening, Agenda, Quorum, Decisions.
Ordinary
By the Governing Board
by statutory requirement.
Within 60 days from the closing of the fiscal year (January 31 of each year)
Approval of the Financial Statements and Annual Report
Members present
Simple majority
EXTRAORDINARY
The Governing Board is obliged to call it at any time when requested by:
• The Fiscal Commission
• The Electoral Commission
• 10% of the members who constitute it.
The Governing Board has
8 days to convene the meeting within the following 30 days.
Agenda items that do not include matters expressly stated in the Statutes.
1st call – requires half plus one of the members eligible to vote.
2nd call – one hour later, the meeting is held with those present.
Simple majority
Removal of the Governing Board
Amendment of the Statutes
Dissolution of the Association
Determination of the destination of the assets (including their use as collateral in favor of third parties)
1st call – requires half plus one of the members eligible to vote.
2nd call – 20% of eligible members (10 calendar days after the 1st call).
3rd call – with those present (5 calendar days after the 2nd call).
In all cases, notice must be given to the MEC 3 days in advance.
3/5 of eligible votes
Governing Board
• The Board of Directors is the body responsible for the management and administration of the Association.
• It is composed of 7 members.
• Members serve for three years and may be re-elected for up to two additional terms.
• They continue performing their duties until the newly elected members take office.
• The Board is presided over by the head of the most voted list.
• The elected Board appoints the positions of Vice President, Secretary, and Board Members.
POWER AND OBLIGATIONS
• The Board has the broadest powers of management, administration, and disposition, and may, consequently, carry out all legal acts and adopt all decisions necessary to achieve the Association’s objectives and implement the resolutions of the General Assembly.
• For the sale, encumbrance, or disposal of real estate, or for incurring obligations exceeding 15,000 units of account (UR) of the Banco Hipotecario del Uruguay, express authorization from the General Assembly is required, approved by at least three-fifths of its members.
• The Board meets at least once a month and is validly constituted with a minimum of five members; resolutions are adopted by a simple majority of those present. In case of a tie, the President has a double vote, but no decision can be made unless at least two members vote affirmatively.
• Any two members of the Board may convene a meeting if the President fails to do so in a specific case of necessity.
• Membership on the Board is incompatible with being an employee or dependent of the Association under any capacity.
LEGAL REPRESENTATION
• Exercised jointly by the President and Secretary, without prejudice to granting special powers to other members or third parties.
Supervisory Committee
• Composed of three full members, with double the number of preferred alternates.
• Elected at the same time as the Board of Directors. All members must be of legal age and may not simultaneously serve as full or alternate members of the Board of Directors.
• Term: 2 years
POWERS
• Request the Board of Directors to convene an Extraordinary General Assembly (Article 12) or convene it directly if the Board fails or is unable to do so.
• Audit the Association’s funds and investments at any time.
• Inspect accounting records or other aspects of the institution’s operations at any time.
• Review the annual balance sheet, approving it or raising justified objections before its consideration by the General Assembly.
• Advise the Board of Directors when requested.
• Perform any other inspection or control function deemed appropriate or assigned by the General Assembly.
Electoral Commission
• Composed of three full members and double the number of preferred alternates.
• Elected by the Ordinary General Assembly in election years, together with alternates.
• Responsible for all matters related to elections, including vote counting, determining results, and announcing winning candidates.
• Has the authority to convene an Extraordinary General Assembly in case of serious election irregularities. Ceases functions once the new members of the Board of Directors and Fiscal Commission have assumed office.
Election Process
• Elections are held every three years, within thirty calendar days following the corresponding General Assembly.
• Voting is secret and cast via lists, which must be registered with the Electoral Commission at least eight days prior to the election date.
• Separate lists must be prepared for the Board of Directors and Fiscal Commission, indicating the candidate for the presidency of each body.
• Lists must include signatures of the candidates and 10 members.
• Positions are allocated according to the proportional representation system.
• Winning candidates are proclaimed by a General Commission composed of the Electoral Commission and the Board of Directors, which then gives them possession of their offices.
• Groups of members presenting electoral lists may appoint a delegate for each list to oversee the election and counting process.
Can a member of the statutory bodies simultaneously hold a position as an employee or dependent of the Civil Association?
No. Membership in any of the elective bodies of the Corporate Governance is incompatible with holding a position as an employee or dependent of the institution under any capacity.
Is there any limit on the remuneration that members of the statutory bodies may receive?
All elective positions (Board of Directors and Fiscal Commission) must be HONORARY, by specific determination of the law and the by-laws of ACSBS.
What liability do the members of ACSBS assume?
None. Any potential liability rests with the Civil Association or with the members of its institutional bodies for their actions, but never with its members.
What liability do the members of the Board of Directors or the Fiscal Commission assume?
General principles regarding legal entities apply; in this case, the principle of specialty, according to which legal entities may only validly carry out the activities and legal acts authorized in their founding document (by-laws or charter). There is no further limitation other than the prohibition to act in violation of legal, regulatory, or statutory norms (Article 2, Decree-Law 15,089).
Corporate Governance
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To the extent that they act in accordance with the provisions of the previous paragraph, “as a prudent businessperson,” the responsible party will always be the legal entity (i.e., the Civil Association) and never the members of its Corporate Governance bodies. However, if they act fraudulently, in violation of the by-laws, or in disregard of resolutions of the General Assembly, they will be liable for any damages they may cause, in addition to any other type of liability (criminal, etc.).
In the case of unlawful acts, the law does not specify who is entitled to file a complaint, which suggests that it could be filed by the authorities of the Civil Association, any of the members, or even third parties harmed by the act.
What is the tax status of the non-profit civil association?
There is no specific tax statute for CSOs in our legal system, but numerous regulations, interpreting provisions of the Constitution of the Republic, grant exemptions from taxes to CSOs and/or their assets, creating a complex and case-specific framework that is often difficult to interpret.
Article 69 of the Constitution establishes that “private educational institutions and cultural institutions of the same nature shall be exempt from national and municipal taxes, as a subsidy for their services.” National legislation has interpreted the term “cultural institutions” broadly, so that it practically encompasses any private non-profit institution carrying out activities of public interest.
This has been established in various legal texts, beginning with the basic law 12,802 of November 30, 1960, whose Article 134 states: “Recognized as cultural institutes included in Article 69 of the Constitution, for the purposes of tax exemption…,” referring, in paragraph 1, to “…cultural and/or educational institutions.”
This broad interpretative position was clarified further by Article 448, paragraph 1, of Law 16,226 of October 29, 1991, which declares that “private institutions whose sole or predominant purpose is private education or the promotion of culture” are included in the exemptions established by Article 69 of the Constitution of the Republic.
If ACSBS is dissolved, who is the beneficiary of its net assets?
Currently, the by-laws of the Civil Association establish that the beneficiary of the net assets (i.e., the assets remaining after all debts of the Association have been settled) is the Ministry of Education and Culture.
Bibliography
• By-laws of the Civil Association St. Brendan’s School
• Center for Labor and Social Studies and Advisory (CEALS), “Training Notebook – Compilation and Analysis of the Legal Framework Applicable to Relations Between the State and Civil Society in Uruguay”
Contact Us
If you wish to send a message to the Board of Directors , please email: