Board of Directors

The General Assembly shall elect from its members a Board of Directors, which shall be responsible for the management and administration of the Association and for the implementation of the resolutions adopted by the General Assembly.

Composición y Datos de los Miembros de la Junta Directiva

Position within the Board of Diectors Name and Surname

Company

 

President Carlos Sanz Mulas CIALT Asesores SRL
     
Vice President
Rafael Trebolle Larraz GED Capital Development S.A. S.G.E.C.
Treasures José Leandro Arias Aruba Consulting S.R.L.
General Secretary José Alejandro Serrano AZVI Sevilla Sucursala Bucuresti S.A.
Member Francisco Calleja Sigma Inversiones SRL
Member Daniela Dinu PriceWaterhouse Coopers Tax Advisors and Accountants S.R.L.
Member Sara Ibáñez Área 10 Eastern World SRL
Member José Arnau Nervia Consulting SRL

Election of the Board of Directors

  1. The members of the Board of Directors may only be elected during the General Assembly that has been convoked in this regards, with this subject on the Agenda.
  2. The members of the Board of Directors shall be elected by free direct and secret vote by the General Assembly and shall not be paid for the performance of their duties, their functions having an honorary character.
  3. Their electoral mandate, which is revocable as per the provisions of the Statute, shall have a duration of four years and may be re-granted further on for equal periods.
  4. All ASEMER members with full rights and up to date with the payment of the corresponding quotas are eligible voters and electors.
  5. The members with full rights shall present to the Board of Directors the lists of proposed candidates up to forty calendar days before the General Assembly for the election.
  6. The lists shall clearly specify the members of the Board of Directors and the nine personalized positions in accordance with the Statute, respectively: President, First Vice President, Second Vice President, Secretary, Treasurer and four members, which must be signed by each and every one of the candidate members.
  7. Each candidate on the list must prove by means of a criminal record issued by the competent authorities the fact of not having been convicted of any crime through a definitive Decision of a Court or Tribunal.
  8. The eligible members of ASEMER may have only one candidacy. If any member has two or more candidacies, the Board of Directors shall reject all candidacies.
  9. The Board of Directors shall carry out the due verifications in order to check that the candidates are eligible members. If one or several members of a candidacy do not meet all eligibility requirements, the application shall be rejected.
  10. The Board of Directors shall send to all elective members of ASEMER the location for the election of the new Board of Directors and the lists with the valid candidacies by minimum seven calendar days prior to the meeting of the Assembly.
  11. The election of the Board of Directors shall always be the last topic on the agenda of the respective Assembly.
  12. After discussing on all the subjects on the agenda of the Assembly in which the new Board of Directors shall be elected, an Electoral Board shall be constituted with the members of the outgoing Board of Directors who have not submitted any candidacy.
  13. If at least 3 members are not in this situation, this number shall be completed in order to consider the Electoral Board validly constituted of the ASEMER members randomly selected among those with the right to vote and attending the meeting.
  14. The President of the Electoral Board shall be elected by drawing lots from its components.
  15. Once the Electoral Board is established, the voting is opened.
  16. Each elector shall place in an urn the voting-paper containing the elected candidature. The candidature shall be denominated with the name of the proposed President.
  17. It is considered null the voting-paper not identifying undoubtedly the voted candidature.
  18. Nobody can support more than a candidature. If a voting-paper presents the names of two or more candidatures, it shall be annulled. The blank voting-papers shall be considered as not belonging to any application.
  19. The Candidature obtaining the highest number of votes shall be named as the new Board of Directors.
  20. The minutes of the Assembly in which the new Board of Directors is elected shall be signed by the Secretary, the retiring President of the Board of Directors and the new Board of Directors.

Vacancies in the Board of Directors

  1. If in an electoral mandate a position remains vacant in the Board of Directors, this shall have the role, within a Session, to appoint a replacement by majority of votes, under the condition of him complying with all the eligibility requirements, and the temporary designation shall be submitted to ratification within the first following General Assembly.
  2. The members elected to occupy vacancies or new positions shall have this function only for the remaining duration of the mandate.

Convocation of the Board of Directors

  1. The Board of Directors that shall act as governing body, shall meet in ordinary session at least once every three months and in extraordinary session whenever the President deems it necessary or at the request of a third of its members.
  2. The President of the Board of Directors shall convoke the members at least ten business days prior to the date established for the meeting; he shall transmit the agenda and the date, hour and location of the meeting.
  3. The Board of Directors is considered validly convoked when at least half plus one of its members are attending.
  4. The decisions of the Board of Directors shall be adopted through the favorable vote of half plus one of the present or represented members, the President’s vote being decisive in case of equality. The deliberations and the decisions taken in the meetings shall be noted in the Minutes, which shall be signed by the President and the Secretary and recorded in the corresponding Registry of Minutes.

Functions of the Board of Directors

The Board of Directors has the following functions and powers:

  1. Enforces the decisions of the General Assembly;
  2. Presents to the General Assembly the activity report for the previous year, the implementation of the budget of revenue and expenses, the balance sheet, the budget of income and expenses for the following year and the program of the Association;
  3. Signs any legal document on behalf and in favour or the Association;
  4. Approves the organizational structure and the personnel policy of the Association;
  5. Establishes the general strategy and the program of the Association;
  6. Implements the budget of income and expenditure;
  7. Decides and carries out the necessary formalities for the change of the registered headquarters of the Association.
  8. Performs any attributions not expressly assigned to other organs of government and without prejudice to the superior competence in all orders of the Assembly or those that are expressly delegated to the Assembly.

Cease of function and Dismissal from the Board of Directors

The quality of Board of Directors member shall cease for the following reasons:

  1. At the expiry of the legal mandate.
  2. By election or assignation of other positions, whose performance is incompatible with the one held on the Board of Directors, as per the criteria of the latter.
  3. For loss of any of the eligibility conditions established according to the regulations.
  4. As per the sanctions imposed as a result of indiscipline committed.
  5. By express waiver or material or physical disability.
  6. By resolution of the General Assembly adopted by an absolute majority of those attending the Assembly.
  7. At his/her own request.
  8. It cannot be a member of the Board, and if it was, would lose this quality, any member thereof occupying a leadership role within the framework of a public institution, if ASEMER had intended to serve in any way to the institution.
  9. The revocation of any member of the Board shall be notified to the General Assembly of Members at the following session of the same.

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