Title I
Incorporation, legal personality, registered office, duration, objectives and purposes
Article 1.- INCORPORATION
This Economic Interest Grouping (hereinafter the Grouping) is incorporated under Law 12/1991 of 29 April, under the name RED DE EMPRESAS DE AUXILIO EN CARRETERA, A.I.E.
In addition to that law, it shall be governed by Council Regulation (EEC) No 2137/85 of 25 July and, on a supplementary basis, by the rules governing general partnerships insofar as they are compatible with its specific nature..
Article 2.- LEGAL PERSONALITY
The Grouping has legal personality and commercial status for the fulfilment of its purposes, in accordance with the Law by which it is governed.
Article 3.- REGISTERED OFFICE
The registered office of the Grouping shall be in Madrid, Postcode 28045, calle Puerto de Béjar, número 22.
Article4.- DURATION
The Grouping is incorporated for an indefinite period and shall commence its operations on the date on which the deed of incorporation is executed, without prejudice to the obligation to register with the Companies Register and to the provisions of the second paragraph of article 7 of Law 12/1991, which makes the directors jointly and severally liable with the Grouping for any acts and contracts entered into on its behalf prior to its registration. Such acts and contracts shall be recognised and validated among the members without any further communication between the partners other than the record of the Registration itself
Its dissolution shall be governed by these Statutes and the law in force.
Article 5.- SHARE CAPITAL
The Grouping is incorporated without initial share capital.
Article 6.- PURPOSE AND CORPORATE OBJECT
The Founding Members declare that they have long and solid experience in carrying out the activities inherent to their business.
And it being in the mutual interest of the parties to pool their respective business synergies and knowledge of their respective sector markets for the common business growth of the parties, they agree to create this Grouping for the purpose of establishing, developing and consolidating both the founding partners themselves and any other companies at international level that wish to carry out their economic activity and that join this grouping as partners.
The basic objective of RED DE EMPRESAS DE AUXILIO EN CARRETERA, .A.I.E. is to facilitate the development and improve the results of its partners' activity by carrying out the following actions:
a) To improve business competitiveness and contribute to the economic and social development of RED DE EMPRESAS DE AUXILIO EN CARRETERA, A.I.E., improving the results and image of its members in the business environment.
b) To generate synergies and foster collaboration between the companies of the Grouping by promoting relations and mutual knowledge between its members.
c) To provide greater market capacity in those projects requiring cohesion to achieve specific objectives.
d) To create, publicise and promote a collective brand image.
e) To establish collaborative relationships with official and private, national and foreign entities pursuing purposes similar to those of the Grouping, with the possibility of joining international organisations or entities
f) To promote and lead best practice in business management through continuous improvement, professional ethics and social commitment.
g) To respect the framework of business collaboration by promoting the priority award of contracts obtained as a result of the synergy achieved with the Grouping, so that their performance is awarded, as a priority, to its members on the terms laid down in the Internal Rules.
h) In general, to perform any functions deemed necessary or appropriate that benefit its members, at all times subordinating individual interests to common and general interests.
i) To promote actions in favour of road safety (whether or not under agreement with the DGT or other associations related to this purpose), such as training, awareness and advertising campaigns, etc.….
The Grouping may not directly or indirectly hold shares in companies that are its members, nor directly or indirectly manage or control the activities of its partners or of third parties.
Title II
Members of the economic interest grouping
Article 7.- MEMBERSHIP STATUS
Legal entities that apply for membership and carry out the business activity of roadside assistance may become full members of the Grouping, provided that the Admissions committee issues a favourable report and, on its proposal, the applicant is admitted by a simple majority of the members of the Board.
Article 8.- LIABILITY REGIME
The members of the Grouping shall be personally and jointly and severally liable with one another for its debts, including tax and social security debts. This liability is secondary to that of the Grouping. In their internal relationship, the partners shall be liable for the debts in proportion to their number of votes in the Assembly.
Article 9.- RIGHTS AND OBLIGATIONS OF MEMBERS
From the outset, the members assume the positive or negative results of the Grouping, as well as any balance resulting from the dissolution and liquidation of the association.
Membership status, provided that the member is up to date with its payments, grants members that status and confers on them the corresponding rights recognised in these Statutes, including:
- The right to form part of the General Assembly of the Grouping and to vote.
- The right to form part of the governing body and, being a legal entity, to propose a representative, a natural person, to hold the office of director, in the collegiate or individual form that the Grouping decides to establish.
-To request that the other members be consulted in order to adopt any decision.
- To obtain information from the Directors on the affairs of the grouping.
- To know and examine the state of the administration and the accounts and to make any claims or observations they consider appropriate in the common interest.
- To attend and take part in all meetings or assemblies that are lawfully convened, casting their vote freely.
- To enjoy the assistance and services of the Grouping.
- To share in any resulting profits and losses, in the manner set out below (Art. 21 and 22).
- To withdraw, resign or lose membership of the grouping.
Membership status obliges members to:
-Contribute to the financing of the activities of the Grouping in the amount and manner established in articles 17 and 18 below of these Statutes.
- Comply with the liability regime established in article 8 of these Statutes.
- Contribute all the necessary means to achieving the objectives of the Grouping.
Article 10.- NON-TRANSFERABILITY OF RIGHTS
In accordance with article 143 of the Commercial Code, applicable on a supplementary basis, no partner may transfer to another person, even if that person is already a partner, the interest or share it holds in the Grouping without the express authorisation of all the partners or members of the association.
Article 11.- ADMISSION OF NEW MEMBERS
The Grouping may admit new members, provided that they meet the conditions required in article 7, and they must provide the following documentation:
In the case of a legal entity, an authenticated or certified photocopy of the company's deed with its current statutes, duly registered in the Public Registers, as well as the power of attorney of the natural person representing that entity and a certificate showing that it is up to date with its payments to the AEAT (Spanish Tax Agency) and Social Security.
Any company interested in joining the association that does so within three months of its registration in the Companies Register shall be considered a full partner, without any penalty on the fees payable. The maximum number of members of the association is set at one hundred companies (100 members).
All of this shall be reviewed by the Admissions committee, which shall issue a report on the matter.
If admission is refused, the refusal must be well-founded, reasoned and communicated.
The admission of a new member shall be subject to payment of the full annual fee approved by the General Assembly for members in the financial year of admission. For companies that do not join within the first three months following the incorporation of the AIE, a penalty fee is established; this fee shall be calculated from the date of incorporation of the AIE and shall consist of the monthly fees that would have accrued from incorporation until the date on which that company joins.
Article 12.- WITHDRAWAL OR RESIGNATION
Any member may resign and withdraw from the Grouping at any time by giving at least three months' notice by registered letter with acknowledgement of receipt addressed to the Board of Directors. Its withdrawal from the Grouping is in all cases conditional on payment of the outstanding fees up to 31 December of the current year and on having fulfilled the obligations inherent to it.
The resigning member is not entitled to reimbursement of the contributions made to the Grouping and shall retain the liability provided for in art. 8 for the debts incurred by the Grouping up to the date of resignation.
A member leaving the grouping, whether voluntarily or through expulsion, shall have one month to remove the image of the AIE and may not use it under any circumstances.
Article 13.- LOSS OF MEMBERSHIP STATUS.
Any member shall cease to belong to the Association for the following reasons:
Death or dissolution.
When, for any other reason, it ceases to carry out the economic activity to which the activity carried out by the Grouping within the framework of its object is linked.
As a result of a court order or judgment declaring its insolvency or its judicial liquidation; or ordering a total or partial cessation of the company's activity; or a personal bankruptcy measure; or disqualification from practising as a trader; or a prohibition on managing, administering or controlling a commercial enterprise, whatever its form, or a non-trading legal entity governed by private law; or an incapacity measure.
In the event of a change of more than 25% in the composition of the share capital, a structural change by merger, takeover or any other arrangement, or the dissolution of a member of the Association, the new partners or the new company succeeding it must apply for admission as new members or for the continuation of the same company as a member of the Association, submitting to the admission process established in these statutes.
As soon as a member ceases to belong to the Grouping, its Board of Directors must notify the other members of this situation and have it recorded by resolution of the General Assembly.
Article 14.- EXCLUSION OF A MEMBER
The following are deemed grounds for the exclusion of one or more members:
a) When the member seriously breaches its obligations and persists in such breach after a period of three months granted by means of a notice, by registered letter with acknowledgement of receipt, sent by the Board of Directors requiring compliance with the breached obligations.
b) When the member causes or threatens to cause serious disruption to the functioning of the Grouping.
The excluded member remains bound by the same terms and obligations as a resigning member and shall retain the liability provided for in art. 8 for the debts incurred by the Grouping up to the date of exclusion.
Exclusion must be adopted by unanimous agreement of the remaining members. If such agreement is not reached and it is considered that there are justified grounds for exclusion, at the joint request of a two-thirds majority of the other members agreed at a General Assembly and formalised by means of a legal claim before the competent Court, the Court shall issue a judicial decision upholding or dismissing the claim for exclusion.
Article15.- CONTINUATION OF THE GROUPING
The Grouping shall continue in full among the remaining members notwithstanding the resignation, exclusion or loss of status of any member, provided that this does not constitute grounds for dissolution of the Grouping.
Title III
Financial regime
Article 16.- CONTRIBUTIONS
The Grouping shall obtain funds from contributions by all the partners, the Board of Directors of the Grouping being responsible for drawing up the annual budget.
Article 17.- RESOURCES
The financial resources of the Grouping are
The share capital, if any.
The fee set by the General Assembly on the proposal of the governing body.
Income obtained from carrying out its own activities, which shall be determined separately in each contract
d) Income obtained as a result of managing collaboration programmes with Public authorities and International Bodies.
e) Grants, donations and any type of contribution made to the Grouping by Public Administrations, entities or individuals.
f) The proceeds of the assets and rights acquired by the Grouping by any title.
g) Any extraordinary fees for specific actions
The Grouping does not and shall not at any time pursue profit for itself, its basic objective being to facilitate the development and improve the results of its members by carrying out the object for which it is incorporated.
Payment of the fee established in letter “b” must be made in the manner established by the general assembly, by each of the members of the association and always in proportion to their voting rights as established in art. 25.
Article 18.- FINANCIAL YEAR
The financial year shall coincide with the calendar year. By way of exception, the first financial year of the Grouping shall begin on the date on which the deed of incorporation is signed and shall end on thirty-first December of the same year.
Article 19: BUDGET OF THE GROUPING
The budget drawn up by the Board of Directors shall be submitted to the General Assembly for approval.
The budget must be approved by a simple majority of the members of the General Assembly and shall never provide for negative balances; income must therefore always be equal to or greater than expenditure.
Article 20.- INVENTORIES, BALANCE SHEET AND ANNUAL ACCOUNTS
All matters relating to inventories, balance sheets, accounting and annual accounts shall comply with the provisions of the commercial law in force.
Within a maximum of three months from the close of the financial year, the Board of Directors must draw up the Annual Accounts, explaining all the expenditure and income of the Grouping and any deviations from the budget.
The annual accounts must be approved by the General Assembly within six months of the close of the financial year, a simple majority of the members being sufficient.
The Board of Directors shall keep regular accounts in accordance with the Spanish General Accounting Plan, constantly kept up to date as regards the income and expenditure of the Grouping.
Article 21.- DISTRIBUTION OF PROFITS AND LOSSES
The profits and losses arising from the activities of the Grouping shall be considered profits or losses of the members and shall be distributed among them in proportion to their voting rights as established in art. 25, without prejudice to the provisions of the following article.
Article 22.- RESERVES
The General Assembly of the Grouping may resolve each year to allocate Voluntary Reserves from the results of the financial year, in the amount and proportion it deems appropriate, in order to pursue the corporate object and its activities and, where applicable, to increase the share capital. This shall be decided when the Annual Accounts are approved by the General Assembly.
Article 23.- AUDIT OF THE ACCOUNTS
The Board of Directors may appoint an independent natural or legal person to audit the accounts, which shall be carried out by an auditor independent of the Grouping.
Under no circumstances may the appointed auditors and experts perform management, control and/or advisory functions within a Grouping.
Title IV
Administration of the grouping
Article 24.- BODIES OF THE GROUPING
The Grouping shall be governed by the General Assembly of members and represented by a Board of Directors with management and administrative functions. However, to streamline management, delegated powers may be granted to one or more persons, such powers being as broad as the Board of Directors considers appropriate.
Partners of the legal entities with voting rights may be members of the governing bodies of the Grouping on the terms established in article 25 below.
Article 25.- THE GENERAL ASSEMBLY.
The General Assembly of the Grouping shall consist of all the members belonging to it, who shall hold the number of votes according to the following criteria:
Each partner or member of the Association shall hold one vote.
The members, meeting in a duly convened General Assembly, shall decide, with the appropriate attendance and voting quorums, on all matters within its competence. All members, including dissenting members and those who did not attend, shall be bound by the resolutions of the General Assembly, without prejudice to the provisions for the withdrawal of any of them.
At its first meeting, the General Assembly shall appoint a Chair, a Vice-Chair and a secretary of the Grouping, who shall also hold these offices on the Board of Directors. The functions of the Chair, and of the Vice-Chair when acting in the Chair's absence, shall be the following:
- To draw up the attendance list and, in view of the quorum present, declare, where appropriate, the General Assembly validly constituted when it meets.
- To authorise the attendance of certain persons at the meeting.
- To chair the debates.
- To approve the minutes.
- To close the meeting.
The offices of Chair and Secretary of the General Assembly shall be held by the Chair and Secretary of the Board of Directors.
The General Assembly is the highest decision-making body and is empowered to adopt any decision relating to the pursuit of the object of the Grouping and, in particular, to approve the accounts, the budget, the annual report and the annual programme of action. It may also establish the rules of operation and internal procedure.
The members may deliberate on the affairs of the Grouping at an In-Person General Assembly or by means of the Written Consultation system.
a) In-Person General Assembly:
The General Assembly must be convened by the Board of Directors of the Grouping, on its own initiative or at the request of a number of members representing at least 10% of the voting rights or of the Share Capital of the Grouping. In the latter case, the meeting must be convened within thirty days of verifiable receipt of the request.
Notice of the meeting shall be given via the grouping's website or by e-mail with an electronic signature, sent by the Chair of the Grouping to the members at least fifteen days before the date set for the meeting, stating the date, place and time of the meeting and all the matters to be discussed. The General Assembly shall be validly constituted when the members present or represented hold a simple majority of the voting rights.
Nevertheless, the General Assembly shall be deemed convened and validly constituted to deal with any matter within its competence provided that all the members are present or duly represented and those attending unanimously agree to hold the General Assembly as a universal meeting.
The members must deliberate at least once a year in an Ordinary Session, within six months of the close of the financial year, to approve or reject the accounts for that year. In addition, the members may adopt other collective decisions at any time of the year in Extraordinary Sessions, subject to the rules on notice set out above.
The General Assembly shall be held in the town where the Grouping has its registered office. Notwithstanding the above, in the case of Universal Assemblies, the resolutions adopted shall be valid wherever the General Assembly has been held.
b) Written Consultation System:
The General Assembly may also be called to a written consultation organised by the Board of Directors, either at the Board's own request or at the request of members representing 10% of the voting rights.
For this purpose, the Board of Directors shall make available to the members via the website, and shall send by e-mail with
a digital signature to each member, the text of the proposed resolutions and the documents necessary for their information.
The members of the Grouping have fifteen working days, including the date on which the documents are sent, to cast their vote in writing.
Their reply must be given through the members' private area of the website or by registered letter with acknowledgement of receipt addressed to the Grouping.
Notwithstanding the above, the Board of Directors may establish an alternative system of consultation and voting, provided that it has the unanimous approval of the General Assembly and that the guarantees of identification and validation of the sender, the transmission channel and the recipient are safeguarded.
Article 26.- RESOLUTIONS
All decisions exceeding the powers of the Board of Directors shall be taken by a majority of the members of the General Assembly, without prejudice to the provisions of this article and to the cases regulated in articles 14 and 27 of these Statutes.
Resolutions amending the incorporation agreement that relate to the following matters must be approved by two thirds of the voting rights of the members of the Grouping present:
a) Object of the Grouping.
b) The signing of or commitment to any commercial relationship involving the assumption of or commitment to debts or the acquisition of assets by the Grouping.
c) Amending any other obligation of a member unless otherwise provided in these Statutes.
Likewise, amendments to the following matters must be approved unanimously by all the members of the Grouping:
Object of the Grouping.
Planned duration of the Grouping.
The system for setting the contribution fee of each or any of the members towards the financing of the Grouping.
Likewise, a resolution by two thirds of the members' voting rights shall be required to transfer the registered office, dissolve or transform the Grouping, as well as for the other cases required by Regulation 2137/85 EEC that have not been reflected in these Statutes and for the cases specifically regulated in these Statutes that are not reflected in this article.
Minutes shall be taken of the sessions of the General Assembly and transcribed in the Minute Book. The minutes of the sessions shall be signed by the Chair and the Secretary.
Article 27.- THE BOARD OF DIRECTORS
A Board of Directors is hereby created as the collegiate body responsible for managing or administering the Grouping, consisting of a minimum of 3 and a maximum of 15 members. A Secretary and a chair shall be appointed from among the members of the Board of. Directors.
An Admissions Committee shall also be appointed, consisting of three directors, which shall examine applications for membership and exclusion, submitting its proposals to the Board of Directors, which shall refer them to the General Assembly for decision.
The Board of Directors and its members must perform their duties with the diligence of an orderly businessperson and a loyal representative, and shall keep the confidential information of the Grouping secret, even after leaving office.
The members of the Board of Directors shall be jointly and severally liable for any damage caused to the Grouping, unless they prove that they acted with the diligence required in the previous paragraph.
Members of the Board of Directors shall receive no remuneration for holding office.
The travel expenses of those members of the Board of Directors who do not reside in the Capital shall be paid by the AIE when they are required or called to attend its meetings; these shall be arranged and booked by the management company.
The members of the Board of Directors are appointed by a two-thirds majority of the votes of the members of the Association with voting rights present at the General Assembly of the Grouping, for a term of five years, and may be re-elected one or more times for periods of the same maximum duration; they may also be removed by resolution of the Assembly. Likewise, they may resign from office by giving the Board of Directors three months' notice of this decision.
1.- Powers and competences of the Board of Directors.
The Board of Directors shall perform the acts of administration and ownership relating to the business and corporate assets of the Grouping and all acts of management and governance necessary for its operation and development, with the sole exception of those expressly reserved by the Statutes to the General Assembly. It shall therefore be vested with the broadest powers, without any limitation or reservation, to act on behalf of the Grouping and represent it, both contractually and non-contractually, in judicial and extrajudicial matters and before all kinds of public and private persons and entities, Authorities, Bodies, Officials and Courts of all kinds, as well as to execute any public and private documents that may be required and, in general, to do whatever is useful and appropriate for the Grouping.
In performing its functions it must always ensure compliance with the operating rules established in these Statutes and aim to achieve the objectives of the Grouping.
The Board of Directors binds the Grouping vis-à-vis third parties when acting on its behalf, even when its acts are not related to the corporate object of the Grouping, unless the Grouping proves that the third party knew that the act exceeded the limits of the corporate object of the Grouping, or could not have been unaware of it in view of the circumstances, it being understood that mere publication of that object is not sufficient to constitute such proof.
2.- Chair of the Board of Directors.
The Chair of the General Assembly of the Grouping shall hold the office of Chair of the Board of Directors, assuming the following functions and competences:
- Convening the Board of Directors.
- Running the meetings of the Board of Directors.
- Acting in the name and on behalf of the Board of Directors and holding the authority to sign on behalf of the company in order to execute the resolutions of the Board of Directors.
- Approving the certificates of resolutions to be issued.
- Facilitating the exercise of the members' right to information.
- Coordinating the activity of the members of the Board of Directors.
3.- Resolutions and meetings of the Board of Directors.
Resolutions of the Board of Directors of the Grouping must be adopted by an absolute majority of the members attending its meetings, the presence or due representation of half plus one of the Members of the Board of Directors being required for it to be validly constituted. For these purposes, each Member of the Board of Directors shall have one vote in adopting resolutions.
The Board of Directors must be convened by its Chair, on the Chair's own initiative or at the request of any member of the Board of Directors or of a number of members of the Grouping representing at least 10% of the voting rights of the Grouping. In the latter case, the meeting must be convened within a maximum of fifteen days.
Notice of the meeting shall be given via the grouping's website or by e-mail with an electronic signature, sent by the Chair of the Board of Directors to the members at least seven days before the date set for the meeting, stating the date, place and time of the meeting and all the matters to be discussed.
Nevertheless, the Board of Directors shall be deemed convened and validly constituted to deal with any matter within its competence provided that all its members are present or duly represented and those attending unanimously agree to hold the Board meeting.
The Board of Directors shall hold Ordinary meetings every four months and such Extraordinary sessions as it deems appropriate, in accordance with the notice requirements set out above. Minutes shall be drawn up of all resolutions adopted, signed by the Chair and Secretary of the Board of Directors, and entered in the minute book.
Title V
Dissolution-liquidation
Article 28.- DISSOLUTION
The Grouping shall be dissolved on the grounds established in art. 18 of Law 12/1991 of 29 April on Economic Interest Groupings.
Article 29.- LIQUIDATION
The Grouping is in liquidation from the moment its dissolution has been declared or recorded, whatever the cause.
All acts and documents intended for third parties must state legibly, together with all mandatory particulars, that the Grouping is in liquidation, under the conditions laid down in the regulation.
The legal personality of the Grouping continues throughout the liquidation process.
Liquidation shall be carried out by the Board of Directors, unless the General Assembly, which retains all its powers, prefers to entrust this task to one or more liquidators. During the liquidation, the Grouping may appoint or remove a new auditor. It sets the remuneration of those concerned as well as the duration of their functions.
If the assets are insufficient to cover all the liabilities, the deficit shall be paid by the members in the same proportion as their voting rights.
Title VI
Internal rules
Article 30.‑
Where considered necessary, these statutes may be implemented by Internal Rules approved by a qualified majority of two thirds of the voting rights of the members of the Grouping.