ARTICLES OF ASSOCIATION OF FORO DE LA REGULACIÓN ADMINISTRATIVA

PART I. COMMON PROVISIONS

ARTICLE 1. Name and nature

Foro de la Regulación Administrativa is a non-profit, community interest Association with full capacity and powers to act in pursuance of its objects. Furthermore, the Association has full capacity to dispose of corporate assets and govern how they are to be used.

The rules governing the Association include both the present Articles and the Spanish act Ley Orgánica 1/2002, de 22 de marzo, Reguladora del derecho de asociación, as well as all prospective and applicable rules. Only the Board of Directors shall be entitled to interpret these Articles.

ARTICLE 2. Territory, registered office and duration

Foro de la Regulación Administrativa may operate in all the Spanish territory.

The registered address of the Association is 187 Príncipe de Vergara, Madrid (Spain), though this registered seat may be modified from time to time by resolution of the General Assembly.

The Association's duration shall be indefinite, notwithstanding the reasons for dissolution mentioned under these Articles or under any other regulation.

ARTICLE 3. Objects

The objects of the Association include:

a). To promote, coin, share, and disseminate technical insight of national and international regulations of economic activities, in their widest sense.

b). To exchange experiences gleaned from the different practices of the markets with other members, as well as with other national or international persons or entities pursuing the same objects, in an attempt to enhance regulatory policies with trasparency, homogeneity, methodology and predictability.

c). To examine, study and conduct research on the best Regulatory Practice available within the framework of public regulations of economic activities, in order to debate and raise awareness of them through the best communication mediums.

d). To promote and enhance the continuous professional development of members, encompassing both theoretical and practical elements of the legal profession and, thus, encouraging peer-to-peer knowledge sharing.

e). To foster mediation and arbitration to settle disputes between companies and public institutions, being the Association entitled to act as an arbitration committee represented by its own organs.

f). Accomplish the required specialised reports and statements about legislative projects of public regulations of economic activities.

ARTICLE 4. Powers

In furtherance of its object, the Association may:

a). Organise and participate -on its own or in co-operation with other persons or entities sharing the same aims- in educational conferences, meetings, lectures, debates, courses and competitions -national or international- regarding the subjects under Article 3 above.

b). Promote the publcation or edition of volumes, brochures, dissertations and other reports regarding the subjects under Article 3 above.

c). Carry out consultancy, assessment, mediation and arbitration activities.

d). Do all such other lawful things as are convenient or necessary for the attainment of the purposes stated under Article 3 above.

ARTICLE 5. Working Language

The association´s working language is Spanish. Any official communication must be written in that language.

PART II. SHAREHOLDERS

ARTICLE 6. Types of shareholders

Foro de la Regulación Administrativa has two classes of membership: ordinary members and honorary members.

Ordinary members shall be those persons who participated in the establishment of the Association or those whose application of membership is approved once the Association is set up in accordance with Article 7.

Honorary members shall be those persons whose high reputation or relevant contribution to the objects of the Association justify such a distinction.

ARTICLE 7. Acquiring membership

Any licensed lawyer may become a member of this Association as long as s/he can demonstrate technical insight and experience in the field of public regulation of economic activities. All applicants must have full capacity and express their firm will to become a member. Under no circumstance shall a candidate be the subject of an order prohibiting him/her for legal practice, any such legal disqualifications, suspensions, sanctions, sentences or restrictions.

The General Assembly shall have a discretion to grant or reject applications for membership by a majority. Any person who wishes to become a member must issue a written application to the President, who shall notify the Board of Directors so as to include the application for membership in the agenda of the first ordinary or extraordinary general meeting which is held after the receipt. All members' applications shall be presented along with the applicant's criminal record.

Should the postulant aspire to an honorary membership, the approval or resolution to accept the membership shall be presented by the President or by ten (10) or more members before the Board of Directors, which must finally decide by unanimity.

ARTICLE 8. Ceasing membership

The membership of a person ceases on any of the causes set in sections fourth, fifth, and sexth of the present article, providing the withdrawal is proposed to the Board of Directors by the President or by five (5) or more members. Any person may be expelled from membership by way of a resolution passed by absolute majority vote at a meeting of the General Assembly. The member concerned shall be entitled to be heard at the general meeting at which the resolution is proposed.

There is no right to appeal the expulsion decision before any body or the Association.

The membership or a person ceases on:

  1. Voluntary resignation by notice given to the General Secretary in written.
  2. Death.
  3. Supervening law impossibility.
  4. Failure to comply with economic duties.
  5. Failure to comply with the present Articles or with the resolutions of the General Assembly or Board of Directors, as long as the member engages in conduct prejudicial to the Association or its objects.
  6. Any other circumstance which implies the default or breach of the objective requirements to gain membership and remain in the Association.

ARTICLE 9. Members´rights

Any member of the Association is vested in the following rights:

  1. To attend general meetings and exercise his/her rights to speak and vote.
  2. To be appointed as a member of the management or administrative bodies, as prescribed in the present Articles.
  3. To receive a copy of the present Articles.
  4. To be informed about the composition of the corporate governance and the representation of the Association, as well as about its annual accounts, its activities an the decisions adopted by the General Assembly.
  5. To attend the cultural and specialised activities organised or carried out by the Association.
  6. To enjoy the honorary registration necessary to participate in lectures, congresses, conferences and the rest of events by the Association in Spain.
  7. To receive the Association´s publications.
  8. To propose the Board of Directors the initiatives he/she deems convenient.
  9. To be informed about the Association´s transactions, being entitled to require information about them.
  10. To participate in commissions and working groups.
  11. To be heard prior to the adoption of sanctionatory measures against him/her and be forwarded of the facts arising that measure, this without prejudice to the necessary motivation of the resolution.
  12. To appeal the decisions of the Association which he/she deems contrary to the law or the present Articles.

Honorary members shall enjoy the same rights as ordinary members, except for the rights to call general meetings, vote in them and be elected as a member of the corporate governance.

Should the specific provisions of members´rights and duties be inconsistent with the present article, the competent body may approve internal regulations.

ARTICLE 10. Members´duties

Members must agree to abide by the following duties:

  1. To act in accordance with the present Articles, as well as with the decisions validly adopted by the General Assembly and the Board of Directors.
  2. To perform honestly and in good faith seeking the success of the Association's objects.
  3. To partake in the activities of the Association and work faithfully to achieve its objectives, providing all the services stipulated in the present Articles and in the management bodies' resolutions.
  4. To carry out fairly all the inherent responsibilities of his/her position.
  5. To pay the fees determined by the competent management body which correspond to every member in accordance with the present Articles.
  6. To respect the rest of duties established in any rule of law.

Honorary members shall only have the duty to abstain from carrying out any action against the objects of the Association or the present Articles.

ARTICLE 11. Disciplinary proceedings

The Board of Directors may take disciplinary actions against members for reiteratedly breach and default either the present Articles or any other resolution adopted by the General Assembly or the Board itself. Members may be liable on conviction to sanctions which may go from a one-month exclusion of rights, up to the removal or definite expulsion of the Association.

Notwithstanding the expulsion agreements stipulated in accordance with Article 8, the managing body shall also impose the exclusion of the rights enumerated under Article 9 to those members who fail to comply with their membership fee.

PART III. MANAGING AND ADMINISTRATIVE BODIES

ARTICLE 12. Managing bodies

The managing bodies of the Association are:

  1. Shareholders' General Assembly.
  2. Board of Directors.
  3. President.
  4. Vice President.
  5. General Secretary.

The President, Vice President and General Secretary shall hold same positions within the Board of Directors.

Chapter 1. Shareholders' General Assembly

ARTICLE 13. Nature and composition

The Shareholders' General Assembly is the body with the highest authority within the Association and comprises all the members.

ARTICLE 14. Types of meetings

Shareholders' meetings may be ordinary or extraordinary.

Ordinary shareholders' meetings must be held at such place as the Governing Board appoints.

Extraordinary shareholders' meetings shall be convened by the President on its own iniciative, at the request of the Board of Directors or of those members representing at least one fifth of the total.

ARTICLE 15. Functions

Ordinary shareholders' meeting

Ordinary shareholders' meeting shall adopt resolutions in any and all matters not reserved to the exclusive competency of the extraordinary shareholders' meeting. Ordinary shareholders' meeting shall thereby examine, and if thought fit, approve:

  • Annual Financial Statements.
  • Profit and Loss Reports.
  • Distribution of funds and other transactions.
  • Internal regulation of the Assciation.
  • Acceptance of new members as referred to in Article 7 above.

Extraordinary shareholders' meeting

Extraordinary shareholders' meeting shall:

  1. Recive, and if thought fit, adopt resolutions on appointing and ceasing the President, Vice President, General Secretary or other members of the Board of Directors.
  2. Approve, admit o dismiss, as appropriate, new shareholders or honorary members, as referred to in Article 7 above.
  3. Adopt resolutions concerning the expulsion of shareholders.
  4. Change or amend the present Articles.
  5. Examine any other corporate issue -as set forth by law and not included in the Articles- submitted by the members.
  6. Decide on dissolution of the Association.

ARTICLE 16. Notice of general meetings

No business shall be transacted at a general meeting unless it has been expressly stated on the agenda paper. Notice of a general meeting -ordinary or extraordinary- shall be forwarded in writing specifying the place, date and time of the meeting. In addition, this invitation letter shall state, briefly but comprehensibly, the general nature of the business to be dealt with. General meetings shall be called by ten (10) working days' notice at least.

All the information and significant materials which should be presented to the General Assembly shall be prior circulated to members, notwithstanding they are entitled to claim all the information deemed necessary about the agenda.

ARTICLE 17. Quorum of convention and majority to pass resolutions of the General Assembly

The General Assembly shall be deemed to have been duly called in first vote in the case of a meeting with two thirds of members -present or represented- having a right to vote. In second vote, the meeting shall be valid no matter the number of members present and entitled to vote. At least twenty-four (24) hours' notice shall be given between both conventions.

All decisions put to a vote at the General Assembly shall be approved by a simple majority of ordinary members -present or represented-. However, the amendment to the present Articles or a formal proposal to dissolve the Association require a four fifths majority of the members -present or represented-.

Exceptionally, the withdrawal or substitution of a member of the Board of Directors appointed in the founding deed shall require unanimity of the General Assembly, even when his/her term of office had not expired, as prescribed in Article 21.

ARTICLE 18. Voting

On a poll voting is personally, not being entitled thereby any member to give his/her vote by proxy. Secret ballot is ordered in case of elections as well as in case of motions concerning dismissal of shareholders and members of the Board, as well as if the President deems it appropriate.

ARTICLE 19. Appeal against resolutions

Resolutions of the General Assembly may be appealed by those members with right to vote no later than ten (10) days after the meeting, only by those present in the assembly.

For those absent, there shall be ten (10) days after the reception of the minute, which shall be necessarily issued within the fifteen (15) days after the meeting. 

Chapter 2. Directors

ARTICLE 20. Nature and composition

The Board of Directors is a collegiate body which manages the affairs of the Association and performs on-going supervision over its transactions. The Board is monitored by the General Assembly.

The Board consists of the President, Vice President and General Secretary, as well as other three other officers, who shall be elected from amongst the ordinary members of the General Assembly and shall serve on the Board without remuneration.

ARTICLE 21. Election of Directors

A person is elegible to be elected as a member of the Board when the whole amount of his/her fee payments is up-to-date on the day of the application.

The joint term of office of the members of the Board lasts twelve (12) months within the same calendar year. A member of the Board of Directors may be indefinetly reappointed, with the exception of the President and the General Secretary, whose mandates are characterised by rotation in office.

Nonetheless, the tenure of office of those members of the Board appointed in the founding deed of the Association lasts forty-eight (48) months. This term starts immediately after the General Assembly during which the office was appointed.

Should there a casual vacancy arise during the period for which a member of the Board was appointed, the Board may nominate a temporary substitute amongst the ordinary members to fill the position, just until the General Assembly meets as soon as reasonable possible.

The General Assembly is entitled to approve, in an ordinary meeting, the ceasing and substitution of any of the members of the Board, even when term of office had not expired.

ARTICLE 22. Incompatibilities with membership

No member may hold two management positions simultaneously within the Association.

Membership of the Board of Directors is incompatible with political activities or elected and trust positions. Where a member is engaged in any of the aforementioned activities, s/he shall resign immediately, at the risk of being dismissed from his/her position by simple majority vote of the General Assembly.

Furthermore, the Board of Directors shall not be served by more than two members from the same law firm. If for any reason a member of the Board during his/her term of office joins a law firm and, consequently, breaches the present rule, s/he shall resign immediately, being his/her right to vote suspended as long as the resignment is verified. The Board of Directors shall fill the vacancy by operation of Article 21.

ARTICLE 23. Powers

The Board of Directos may:

  1. Direct corporate activities and manage the administrative and financial issues of the Association.
  2. Approve to call general meetings, deciding over its convention and written agenda.
  3. Draw up and submit to the General Assembly the Annual Report and Financial Statements.
  4. Present before the General Assembly the possible destination of the Association's profits and, if appropriate, benefits, albeit the only feasible objective shall be the fulfilment of the Association's objectives.
  5. Determine the amount of annual fees with which the members shall contribute to the maintenance of the Association.
  6. Evaluate and monitor member's compliance with the present Articles, as well as clarify doubts about their interpretation.
  7. Approve the exercise of legal actions on behalf of the Association, reporting the decision to the next General Assembly.
  8. Make decisions on internal regulation and manage operations in any and all matters not reserved to the exclusive competency of the General Assembly or any other matter which is expressly assigned to the Board by the Assembly itself.

ARTICLE 24. Announcement and operations

The meetings of the Board shall be convened as many times as the President deems appropriate. At least one meeting every three (3) months must be held.

Each member of the Board shall receive a written notice no later than seven (7) working days before the meeting, excluding urgent matters. The President may convene the meeting either on his/her own request or by iniciative of any three (3) members of the Board of Directors.

For the meeting to be valid, the quorum required shall be the presence of at least an absolute majority of the Board members.

The Board shall be chaired by the President or, in his/her absence, by the Vice President and, in the absence of both and following this order, by the General Secretary or the most senior Board member.

Resolutions of the Board shall be adopted by an absolute majority of votes cast.

Written minutes shall be recorded of each Board meeting by the General Secretary reflecting all significant decisions. Munites shall be conveyed afterwards to the Minute Book of the Association.

ARTICLE 25. The President

The President holds the representation of the Association and is responsible for its direction and management, notwithstanding the functions conferred by the General Assembly, as well as the resolutions adopted by the Board of Directors.

The President's functions are:

  1. To represent, preside and manage the Association.
  2. To support and seek the success of the aims and purposes of the Association.
  3. To conduct the voting process in all the meetings of the General Assembly and Board of Directors.
  4. To administer the assets of the Association, being empowered to open an close deposit or saving accounts in the name of the Association with a registered Bank or any other institution. The President may delegate to other members -still under his own responsibility- the capacity of operating in these accounts.
  5. In general, to exercise all the functions which the General Assembly may delegate to him/her. 

ARTICLE 26. The Vice President

The President shall be assisted by a Vice President, who must accomplish the duties of the President during his/her vacancy, absence or illness.

The Vice President's functions are:

  1. To support the operations of the President.
  2. To replace the President in all the meetings of the General Assembly an Board of Directors.
  3. Any other function delegated to him/her by the President.

ARTICLE 27. The General Secretary

The General Secretary shall follow the instructions of the President and will direct and control the records of the Association.

The General Secretary may:

  1. Serve as the Secretary in all the meetings of the General Assembly and Board of Directors, recording the minutes of every meeting.
  2. Conduct the day-to-day business of the Association, in accordance with the instructions uttered by the President or the Vice President.
  3. Maintain the records of the Association which are located in the headquarters and pertain to the President or the Association.
  4. Actively carry out all the rest of functions which may be assigned by the General Assembly or the President.

The General Secretary may be destituted under the President's decision. This resolution must be ratified by the absolute majority of the Board of Directors.

PART IV. FINANCIAL MATTERS

ARTICLE 28. Sources of funds

The Association has no resources at the date of its establishment. Nonetheless, the entity shall have proper and independent assets and shall operate based on an annual budget.

Not being a contravention of the non-profit object, the Association shall obtain resources for the fulfilment of its objectives.

For the fulfilment of its purposes, the funds of the Association may be derived from:

  1. Ordinary fees of the members, stated by the Board of Directors an approved by the General Assembly.
  2. Rents derived from its own property.
  3. Profits arising from publications, assignments, reports, investigations, arbitrations and judgements carried out by the Association on request of any members or third parties.
  4. Public subsidies or donations from institutions, entities or enterprises with interest in activities and objectives of the Association.
  5. Any other donation, legacy or bequest accepted by the Board of Directors.
  6. Profits from operations, particularly educational courses, conferences, congresses, lectures and any other cultural o specialised event.
  7. Any other sources or allowances approved.

Every year the Board of Directors must prepare a budget project which shall be approved by the General Assembly. Furthermore, the Board must present for its approval the Financial Statement of the previous year.

ARTICLE 29. Financial year

The financial year of the Association shall begin on 1st January and end 31st Decmber of the same calendar year.

ARTICLE 30. Transparency

The Board of Directors must adopt the most transparent practices available during its term of office. Moreover, the Board shall provide all the information requiered by the members.

PART V. AMENDMENT, DISSOLUTION AND WINDING UP OF THE ASSOCIATION

ARTICLE 31.

Decissions to amend these Articles, as well as to dissolve the Association, may be proposed by the Board of Directors or by at least a simple majority of the ordinary members of the Association.

The Board of Directors must notify these proposals by thirty (30) days' notice to all the members of the Association.

At least two thirds of the members of the Board of Directors must accept the proposal. Once accepted, the proposal shall be passed to the General Assembly, being mandatory the vote of at least two thirds of its members for it to be approved.

A commission of liquidators shall be nominated at the same meeting, ceasing instantly of office all the members of the Board of Directors.

Additionally, should the Association be dissolved, it must be decided the non-profit organisation with charitable or educational purposes to which the remaining liquid assets of the Association shall be transferred and delivered.

 

Madrid, 4th December 2012