Approved at the Extraordinary General Meeting
held on March 25, 2018
Article 1.- Under the name of Club Hielo Huarte, a non-profit sports club is constituted, which shall be governed by the provisions contained in these statutes and by the laws and general provisions applicable to it, and in particular by the Foral Decree 80/2003 of April 14, which regulates the sports entities of Navarra and the Register of Sports Entities of Navarra.
Article 2.- The purposes of this sports club are the promotion and the practice of physical and sports activities and the human and sports education of its members and tof those who participate in the activities organized by the club.
Article 3.- For the fulfillment of its purposes, it shall organize sports activities dedicated to the ice sports, being attached to the modalities of ice sports of the Navarra Winter Sports Federation and to the Spanish Ice Sports Federation.
The sports club may develop other sports modalities and register them with the corresponding federations, subject to the agreement of the General Assembly, communicating said agreement to the Navarra Institute of Sports and Youth.
Likewise, it shall develop activities aimed at the recreation and leisure of its members, and all those that, being permitted by law, are directly or indirectly related to its purposes.
Article 4.- The registered office shall be in the town of Huarte, calle Itaroa, 5, 31620, telephone 948337651.
Article 5.- The club shall have an indefinite duration.
Article 6.- The Board of Directors shall be the competent body to interpret these statutes, subject to the regulations in force regarding the sports entities. These statutes shall be developed and complied with by means of the agreements validly adopted, within their respective competence, by the Board of Directors and the General Assembly.
The General Assembly may also adopt the internal regulations, the provisions of which may not conflicto with these by-laws.
OF THE MEMBERS
Admission of members
Article 7.- The following shall be members of the club:
- Those who, being enrolled in the Huarte Ice Palace courses, have paid the club fee. In the case of minors, it will be their legal representatives.
- Those who, regardless of their age, are admitted by the Board of Directors. If admitted, they shall pay a symbolic annual fee to be set by the Board of Directors.
Article 8.- The number of members shall be unlimited. However, the Board of Directors may, when required by the physical capacity of the social facilities or for other relevant reasons, suspend the admission of new members. The decision of the Board of Directors shall be ratified by the General Assembly at its first meeting.
Article 9.- Those not enrolled in Huarte Ice Palace courses who wish to become members must submit a written application to the Board of Directors. Once received by the Board of Directors, the application will be posted on the Club’s bulletin board for fifteen calendar days. Once this period has elapsed without objections from other members, the applicant will be admitted.
In the evento of objections to admission, the Board of Directors shall decide as it sees fit, without appeal against such decision.
Article 10.- Members may request to resign from the club at any time, but this shall not exempt them from fulfilling any outstanding obligations to the club.
The Board of Directors may expel those members who commit actos that make them unworthy of belonging to the club, for repeated non-payment of dues, and in general for any fact that is considered a very serious misconduct. The separation shall be preceded by a file with a hearing of the interested party.
Rights and Duties of Members
Article 11.- All members shall be treated equally, without any type of discrimination for reasons of sex, religión, ideology or any other personal or social condition or circumstance.
Article 12.- The members, in general, have the right to:
- Participate in social activities, with a regulated channel to freely express their opinions.
- Participate in the activities of the sports club and its governing and representative bodies, exercise the right to vote, as well as to attend the General Assembly, in accordance with the by-laws.
- Separate freely from the sports club.
- Be informed about the composition of the organs of the association.
- Know the development of activities, minute books, statutes and the statement of accounts.
- To be heard prior to the adoption of disciplinary measures, and to be informed of the facts that give rise to such measures, and to be informed of the reasons for the agreement that, if applicable, imposes the sanction. All of the above in accordance with the internal disciplinary regime.
- To challenge the resolutions of the organs of the association that they deem contrary to the law or to the bylaws.
- Possess a copy of these bylaws.
- Freely express his or her views freely within the club.
- Use the social facilities.
- Make suggestions and complaints to the Board of Directors and at General Assemblies.
- Challenge resolutions and actions that are contrary to the bylaws within forty days, in the manner provided for in the Civil Procedure Act.
- Require the club to act in accordance with the provisions of the Executive Order 80/2003, of April 14, 2003, and this constitution.
Article 13.- Members of legal age who have full capacity to act shall be considered as electors and eligible for the governing and representative bodies. Members who are minors shall in any case have the right to be heard at the meetings held by the representative, governing and administrative bodies.
Article 14.- Voting members may attend meetings of the club´s governing and representative bodies. In addition, they shall have the right to:
- Confer in writing their representation at General Meetings to other members.
- Elect and remove the governing bodies of the club as provided in this constitution.
- Review the club’s statement of income and expenses.
- Be informed of the management of the Board of Directors and the progress of the club.
- Examine all club documentation.
Article 15.- All members, regardless of the their condition are obliged to:
- Share in the purposes of the club and cooperate in achieving them.
- Pay dues assessments and other contributions that, in accordance with the bylaws, may correspond.
- Comply with the obligations resulting from the statutory and regulatory provisions.
- Abide by and comply with the resolutions validly adopted by the governing and representative bodies of the club.
- Diligently use and enjoy the facilities and property of the club, in accordance with the established social norms, as well as to contribute to the support and dissemination of the activities developed within the club.
- Observe at all times the proper standards of behavior and due respect, both for oneself and for other members and employees of the club.
- Notify the club of any changes in their personal information.
OF THE CLUB ADMINISTRATION AND GOVERNANCE
Article 16.- The government and administration of the club shall be exercised by the President, the Board of Directors and the General Assembly within their respective competencies.
Article 17.- Minutes shall be taken of all meetings of the club’s collegiate bodies by the corresponding secretaries, indicating those in attendance, the topics discussed, the results of the votes and, if applicable, any votes against the adopted agreement, as well as any other circumstance considered to be of interest. The votes against the adopted agreement and the motivated abstentions shall exempt from the responsibilities that may arise, if any, from the collegiate bodies of this club.
The General Assembly
Article 18.- The General Assembly is the sovereign and supreme body of the club, and may adopt any resolution that does not fall within the jurisdiction of any other club body. It shall be composed of all members of the club with the right to vote, without prejudice to the provisions of the following article.
Article 19.- When the number of the members with the right to vote exceeds one thousand, the General Assembly shall be composed of a number of one hundred delegates for each unit of one thousand or fraction thereof, elected by the members with the right to vote by universal, free, direct, equal and secret suffrage.
Article 20.- In the case of the previous article, the General Assembly shall be elected for a period of 4 years, in a simultaneous election with the members of the Board of Directors. The members who are candidates for delegates must be presented fifteen days prior to the date of the election, and their acceptance must be in writing.
Article 21.- The General Assembly may meet on an ordinary or extraordinary basis. The summoning of the General Assembly shall be the responsibility of the President.
The call of the General Assembly shall be made at least fifteen days in advance and shall include, as a minimum, the place, date, time and agenda of the meeting. Notwithstanding the foregoing, the General Assembly may be convened in an extraordinary meeting on an urgent basis with a mínimum notice of seven days, stating the reasons for the urgency.
Article 22.- In order to validly constitute the General Assembly, the concurrence of one third of the members, presento or represented, shall be required at the first call. However, the Assembly shall be validly constituted, even if the requirements established for the call have not been fulfilled, if all the members are present and unanimously agree to do so.
Article 23.- The ordinary General Assembly shall compulsorily meet once a year to approve the program of activities, the Budget for the current year, as well as the report of activities and the liquidation of the executed Budget, and to approve the annual accounts of the previous year. Said meeting may also deal with any other matters other than those indicated in articles 26 and 27, which require an extraordinary meeting.
Article 24.- The resolutions of the Ordinary General Assembly shall be adopted by a simple majority of the members present or represented.
Article 25.- The General Assembly shall be called to adopt resolutions on the following matters:
- Modification of the bylaws.
- Borrowing money.
- Exchange of transferable securities representing debt or part of equity.
- Encumber and dispose of real estate
- Dissolve the club.
- Impeachment of the President through a motion of censure.
Article 26.- An Extraordinary General Assembly shall be called when deemed appropriate by the President or when requested by at least 10 percent of the members with voting rights. In the latter case, the request must be presented in writing, and the signatures of those requesting it must be accredited, accompanying the request with the matters whose debate and approval is requested. The matters proposed for debate and voting shall necessarily be included in the agenda, and Assembly shall be held within a maximum period of one month. Once this period has elapsed, the Assembly may be convened by the requesting group, subject to the requirements of percentage and mínimum number of members with the right to vote provided for in this section.
Article 27.- 1. Resolutions relating to the following matters shall be adopted by an absolute majority of the members present or represented:
- Modification of bylaws.
- Dissolutions of the sports.
- Acquisition, disposition or alienation of assets.
- Remuneration of the members of the governing bodies.
- Impeachment of the President through a motion of no confidence.
- Approve the internal regulations.
- Borrowing money.
2.- All other matters shall be approved by a simple majority of the members present or represented by proxy.
Of the Board of Directors
Article 28.- The Board of Directors is the collegiate body of economic and administrative management of the club and shall be composed of the President, Vice President, General Secretary, Treasurer and a maximum number of sixteen members.
Article 29.- 1. The offices of the Board shall be elected for a term of 4 years.
2.- The Board of Directors shall be elected by the General Assembly.
Article 30.- The Powers of the Board of Directors are those pertaining to the management and administration of the club, among which the following may be enumerated:
- Execute what was agreed upon at the General Assembly.
- Admit, sanction and remove members, in accordance with the provisions of these bylaws.
- Call General Assemblies, ordinary or extraordinary.
- Upon delegation by the General Assembly, to develop general policies to be ratified by the General Assembly at its first meeting.
- Execute and grant as many public deeds and private contracts as may be necessary to carry out the Powers granted, which such covenants, clauses and conditions as may be established, as well as to take out insurance policies.
- Appoint the persons to direct the different commissions that may be created, as well as to create and organize social activities.
- Commission projects and perform such work as they deem necessary for the creation, improvement, and preservation of the club’s facilities.
- Formulate the inventory and balance sheet of the fiscal year, as well as draw up the club’s annual report and, in general, to apply all cultural, sports, economic and administrative measures necessary for the promotion and development of the different social sections.
- Acknowledge debts and obligations.
- Apply for grants from authorized government agencies, private parties and individuals.
- Any other matters related to the club and its purposes and their adoption that is necessary for the proper functioning of the club.
Article 31.- The convening of the meetings of the Board of Directors shall be the responsibility of the President, and shall be communicated to the members of the Board at least forty-eight hours in advance, except in cases of emergency. The communication shall be verbal or written and shall include, as a mínimum, an indication of the place, date and time of the meeting, together with the agenda and all of the documentation necessary to adopt the resolutions.
Article 32.- The Board of Directors shall be validly constituted on first call when at least half plus one of its members are present, and on the second call when the President, or his or her substitute, and at least one other of its members are present. However, even if the requirements established for the call have not been met, the Meeting shall be validly constituted if all of its members are present and unanimously agree to do so.
Article 33.- Resolutions shall be adopted by a simple majority of the members present. Voting, if any, shall be by secret ballot. However, the Chairman, in view of the nature and circumstances of the matter in question, may decide to vote by a show of hands or viva voce.
Article 34.- 1. The Board of Directors or one or more of its members may be revoked by a motion of censure passed at an extraordinary General Assembly. The motion of censure must be supported by 10 percent of the members. For its approval, the favorable vote of the absolute majority of the members present or represented at the Assembly shall be required, provided that the favorable votes represent at least the absolute majority of the number of members of the Assembly.
2.- The motion of censure shall include the proposal for the election of one or more new directors to replace those censured. The term of office of the new Board of Directors or of its new members may only be extended until the end of the term of office that would have corresponded to the members or to the removed Board of Directors.
3.- If the motion is rejected, its signatories may not present another motion until eighteen months have elapsed from the date of the vote on the previous one.
Article 35.- Independently of the provisions of the preceding article, in the event of individual dismissal of one or more members of the Board of Directors for reasons other than the motion of censure, they shall be replaced by those who appear next in the corresponding candidacy. If it is not possible to carry out the substitution in this way, the Board of Directors may continue in the exercise of its functions as long as it retains at least half of its members, unless the Assembly decides otherwise.
Of the President
Article 36.- The President is the executive body, represents the sports club, convenes and presides over the General Assembly and executes its decisions.
Article 37.- The President shall be elected every four years by universal, free, direct and secret suffrage of the members with the right to vote.
Article 38.- The office of the President shall be incompatible with holding the same office in other sports clubs or federations of any of the sports modalities developed by the club. Likewise, the causes of incompatibility provided for in the sports legislation shall be applicable.
Article 39.- The following Powers correspond to the President:
- To convene the Board of Directors, to preside over the General Assembly, directing the debates of both and adjourning its sessions, and to decide with a casting vote in the evento of a tie.
- Propose to the Board of Directors the plan of activities of the club, promoting and directing its tasks.
- Authorize and make payments from the club funds on his or her own authority.
- Any others conferred by sports legislation and these bylaws.
Article 40.- In the event of vacancy, absence, illness or termination for reasons other than the motion of censure, the President shall be substituted, in the first place, by the Vice President or, as the case may be, by the member of the Board of Directors designated for such purpose, and in the absence of both, by the oldest member of the Board.
Article 41.- The President shall cease to hold office for the following causes:
- Fulfillment of his/her mandate
- Obvious physical or mental incapacity.
- The exercise of activities incompatible with his or her position.
- Conviction in a final criminal sentence for crimes committed in the exercise of his or her office.
- Motion of Censure.
Of the other members of the Board of Directors
Article 42.- The Vice President shall substitute for the President in cases of absence and illness. When the presidency is vacant, he/she shall be the acting president of the club. The President may, with the prior approval of the Board of Directors, delegate to him/her certain functions that are proper to him/her.
Article 43.- The Secretary General shall be responsible for receiving and processing membership applications, keeping the file and registry books of members, taking the minutes of the Club´s bodies with the approval of the President, drawing up and safeguard the Club’s minute books, issuing certifications and being in charge of the management of the work required for the governance and administration of the Club. Likewise, he/she shall ensure compliance with the provisions in force regarding sports entities, safeguarding the club’s official documentation, and ensuring that the Navarra Institute of Sports and Youth is notified of the appointment of the Board of Directors, changes of address, opening of other social premises, creation of sports sections, affiliation with other sports federations, formalization of financial statements and approval of annual budgets.
In the event of absence, vacancy or illness, the Secretary General shall be replaced by another member of the Board of Directors designated by the President or, failing this, by the youngest member of the Board of Directors.
Article 44.- The Treasurer shall collect and safeguard the funds of the Club, keep the Accounts, record and account for the Club’s income, and intervene in all financial transactions. He/she may make payments from club funds on behalf of the club, jointly and separately from the President. He/She shall also formalize the annual budget of income and expenses, and the statement of accounts for the previous year, which shall be submitted to the Board of Directors for approval by the General Assembly.
Article 45.- In the event of the removal of the President, the existing Board of Directors shall be constituted as a management committee or shall appoint a management committee composed of at least three members. The managing commission shall proceed to call elections within a maximum period of fifteen working days for the appointment of a new President and, if applicable, a new Board of Directors.
Article 46.- The elections for the offices of President and, if applicable, of the members of the Board of Directors shall be called within the terms established in Articles 37 and 29, respectively.
Article 47.- The General Assembly shall designate a single-person body, called the electoral officer, or a collegiate body, called the electoral board, responsible for overseeing the correct development of the electoral process, drawing up the electoral regulations and the electoral roll, controlling the process of casting the votes and the counting of the same. Notwithstanding the foregoing, the General Assembly may choose not to designate these positions, in which case these functions shall correspond to the Management Committee.
Article 48.- The electoral process consists of the following acts:
– Elaboration of the electoral regulations, including the electoral calendar.
– Preparation and publication of the electoral roll.
– Acceptance and publication of the corresponding nominations.
– Voting by members entitled to vote.
– Proclamation of the elected candidates.
– Resolution of claims and petitions made, without prejudice to their submission to the ordinary jurisdiction.
Article 49.- The term for the presentation of candidacies shall be ten calendar days.
Article 50.- Once the deadline for the presentation of candidacies has expired, these shall be communicated to all members with the right to vote.
Article 51.- There shall be an electoral board, a unipersonal or collegiate body, which shall oversee the correct development of the voting, verify the condition of member with the right to vote of those who intend to cast their vote, and shall count the votes, all under the supervision of the auditors of the candidacies presented and the electoral officer, electoral board or management commission mentioned in Article 47.
Article 52.- All the members of the list with the highest number of votes shall be proclaimed elected, and the person at the top of the list shall be appointed President.
Article 53.- In the event that there is only one candidacy, it shall be proclaimed without the need for any voting.
Article 54.- In the event that no candidacy is presented, the President and the other members of the Board of Directors shall be elected by lot among the members with the right to vote. The performance of the assigned positions shall be obligatory.
Article 55.- The electoral board, the electoral officer or the management commission shall resolve the questions referred to in Article 48, without prejudice to the filing of any litigation a posteriori, which shall be the competence of civil jurisdiction.
OF THE DISCIPLINARY REGIME
Article 56.- Acts contrary to the by-laws, the internal regulations, if applicable, and other social regulations that are adequately typified may be punished with a sanction appropriate to the seriousness of the act committed. No one shall be punished twice, regardless of the sanctioning entity, for the commission of the same act.
Article 57.- Infringements and liabilities outside the sports disciplinary authority shall be governed by common law.
Article 58.- Violations of the rules of play or competition committed by members, affiliates, athletes and coaches of the club may be sanctioned in accordance with the general regulations of the club and the rest of the sporting system. For the purposes of this article, infringements of the rules of play or competition are considered to be those actions or missions previously typified in a rule that prevent or disrupt the normal course of competitive activity during the course of the game or competition. Also considered as infringements of the rules of the game or competition shall be those actions or omissions previously typified that harm or undermine the development of sporting regulations.
Article 59.- In matters of sports discipline, the provisions of the regulations of the Comunidad Foral and, additionally, those of the State shall apply.
Article 60.- Violations shall be classified as minor, serious or very serious, according to their importance, transcendence or repercussion.
Article 61.- Minor offenses shall be punishable by verbal reprimand, suspensión of membership rights for 30 to 90 days, or prohibition of use and enjoyment of club facilities for the same period of time.
Article 62.- Serious misconduct shall be punishable by written reprimand, suspension of membership rights for 90 days to one year, or prohibition of use of the facilities for the same period of time.
Article 63.- Very serious misconduct may be sanctioned with the suspensión of social rights from 1 to 3 years, or with the loss of membership, which may be agreed upon without the possibility of reinstatement.
Article 64.- Violators shall be sanctioned taking into consideration the seriousness of the infraction, the degree of culpability, intentionality, the repercussion of the act committed, the repetition or recidivism of the violator and the concurrence of other aggravating or extenuating circumstances in the infraction.
Article 65.- Regardless of his/her degree of guilt and the seriousness of the infringement, the infringer shall repair all damages caused.
Article 66.- The liability derived from the infringements shall be extinguished:
- For the compliance of the sanction.
- Due to the statute of limitations for misdemeanors.
- By prescription of penalties.
- By the death of the accused.
- By the lifting of the sanction.
Article 67.- Minor offenses shall expire after 6 months, serious offenses after 2 years and very serious offenses after 3 years of their commission. The statute of .
Article 68.- The statute of limitations for sanctions shall begin to run from the day following the day on which the resolution imposing the sanction becomes final. The penalties imposed shall expire after one year, in the case of minor offenses; after two years in the case of serious offenses; and after three years in the case of very serious offenses.
Article 69.- As soon as the Board of Directors becomes aware of the commission of an act that may be considered a minor offense, the Board of Directors shall immediately take a decision, after hearing the interested party.
Article 70.- When the act committed may be considered a serious or very serious misconduct, the Board of Directors shall adopt the agreement to initiate a file in order to clarify the facts and determine responsibilities, the instruction of which shall be entrusted to a member of legal age. Once the investigation has been completed, the Board of Directors shall adopt the pertinent resolution, after hearing the person concerned, in accordance with what emerges from the file. Said resolution shall be notified in writing to the person concerned.
Article 71.- Sanctions imposed by the Board of Directors may be appealed before the General Assembly, which shall decide on the same at the first meeting held, whether ordinary or extraordinary.
OF THE DOCUMENTARY REGIME
Article 72.- The following books shall be part of the documentary and Accounting system of the club:
- Book of members: it shall contain the name and two surnames in the case of private persons and the name in the case of legal entities, the date of incorporation and termination as a member, and the positions held, if any, with a record of the date of access and termination. It shall also contain an updated list of the identity of the current members of the governing and representative bodies of the sports club.
- Minutes book: it shall contain the minutes of the meetings of the governing and representative bodies, duly signed by the President and the person or position empowered to certify the acts of the association, including, as a minimum, the date, time and place of the meeting, the attendees, the decisions adopted, the results of the votes, and the individual votes that may exist with respect to the resolutions adopted.
- Accounting book: it shall reflect and allow to obtain a true and fair view of the assets, results and financial situation of the sports club, as well as of the activities carried out, and to keep an inventory of its assets.
OF THE ECONOMIC REGIME
Article 73.- The club shall be constituted without charter assets.
Article 74.- The financial resources of the club shall be as follows:
- The entrance fees for new members as determined by the General Assembly.
- The periodic dues agreed upon by the same.
- Other contributions from members as agreed upon by the General Assembly.
- The products of the assets and rights that make up its patrimony, as well as the subsidies, legacies and donations that it may legally receive.
- The income obtained through lawful activities agreed upon by the Board of Directors within the statutory purposes.
Article 75.- The assets of the club shall consist of all property, rights and shares owned by the club. All such assets shall be reflected in each fiscal year in the inventory.
Article 76.- The budget shall be drawn up annually, and its formulation shall correspond to the Board of Directors, and its approval, rejection or amendment shall correspond to the General Assembly.
Article 77.- The Board of Directors shall present to the General Assembly the liquidation and balance sheet corresponding to the previous fiscal year.
Article 78.- Once the approval of the General Assembly has been obtained, the annual budget and the corresponding liquidation of the previous year shall be made known to the Navarra Institute of Sports and Youth.
Article 79.- The profits obtained by the sports club derived from the exercise of economic activities shall be destined exclusively to the fulfillment of its purposes, and in no case may they be distributed among the members, or among their spouses or personas living with them in an analogous relationship of affectivity, or among their relatives, or transferred free of charge to individuals or legal entities with a lucrative interest.
OF THE ISSUANCE OF DEBT SECURITIES OR EQUITY PARTICIPATION CERTIFICATES
Article 80.- The club may issue debt or equity securities. The securities shall be registered.
Article 81.- The securities shall be recorded in a book maintained by the club, in which successive transfers shall be recorded. All debt securities shall contain only the face value, the date of issue and, if applicable, the interest and the amortization period.
Article 82.- Debt securities may only be subscribed by the members, and their possession shall not confer any special right whatsoever, except for the collection of the interest established in accordance with the legislation in force.
Article 83.- The debt securities or equity interest shall be transferable in accordance with the requirements and conditions established in each case by the General Assembly.
OF THE ENCUMBRANCE AND ALIENATION OF REAL ESTATE AND THE BORROWING OF MONEY
Article 84.- The club may encumber or dispose of its real estate property and borrow money provided that the following conditions are met:
- That such operations be agreed upon by absolute majority at an extraordinary General Meeting.
- That they do not irreversibly compromiso the assets of the entity or the sporting activity that constitutes its corporate purpose.
Article 85.- In order to justify compliance with the requirement set forth in paragraph b) of the preceding article, the appropriate actuarial economic opinion or external Audit may be required, provided that it is requested by at least five percent of the members of the Assembly.
Article 86.- The Club shall be dissolved by the will of the members, by the causes determined in article 39 of the Civil Code and by a final judicial decision. In the first of the three cases, an agreement adopted in an extraordinary General Assembly shall be necessary, with the favorable vote of the absolute majority of the members present or represented at the Assembly, provided that the favorable votes represent at least the absolute majority of the legal number of members of the General Assembly.
Article 87.- In the evento of dissolution agreed upon by the General Assembly, the General Assembly shall appoint a liquidation committee composed of five members, which shall take charge of the funds that exist, so that once the outstanding obligations of the club have been satisfied, the remainder, if any shall be used for the promotion of sporting activities.
Article 88.- 1.- Sports clubs shall be liable for their obligations with all their present and future assets.
2.- The members shall not be personally liable for the debts of the sports clubs.
3.- The members or holders of the governing and representative bodies, and other persons acting in the name and on behalf of the sports clubs shall be liable to the latter, to the associate members and to third parties for damages caused and debts incurred by fraudulent, culpable or negligent acts.
4.- The persons referred to in the preceding paragraph shall be civilly and administratively liable for the acts and omissions made in the exercise of their functions. Likewise, they shall be liable to third parties, the club and members for the resolutions they have voted on.
5.- When liability cannot be imputed to any member or holder of the governing and representative bodies, all shall be jointly and separately liable for the acts and omissions referred to in paragraphs 3 and 4 of this article, unless they can prove that they did not participate in their approval and execution or that they expressly opposed them.
6.- Criminal liability shall be governed by the provisions of the criminal laws.