statutes

Statutes of the national association of energy service companies

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TITLE I. GENERAL PROVISIONS.

ARTICLE 1. Denomination and characters.

With the denomination of “Asociación Nacional de Empresas de Servicios Energéticos“, an association is created to join self-employed (people who work on their own), companies (legal persons) or institutions that, regardless of the different activities that they actually carry out within the energy sector, its size or ownership, are configured as Energy Service Companies as defined by Directive 2006/32/EC of the European Parliament and of the Council, of April 5, 2006, on the efficiency of the final use of energy and energy services (*) and the Spanish or European regulations that are applicable at all times. Likewise, it will join the self-employed, companies or institutions that with their activities help or are interested in the growth of the energy saving and efficiency market, or help to identify and improve the competitive advantages of partners in the market, as well as those that develop their activities in the field of sustainability, fight against climate change, Agenda 2030 in any of its scopes.

(*) A natural or legal person that provides energy or energy efficiency improvement services in the facilities or premises of a user and faces a certain degree of economic risk when doing so. Payment for the services rendered will be based (in whole or in part) on the achievemente of energy efficiency improvements and compliance with other agreed performance requirements.

The Association will be non-profit, it is constituted for an indefinite period, and governed by Organic Law 1/2002 regulating the right of association and by these Statutes.

ARTICLE 2. Scope of action.

The Association acts and develops its activity throughout Spain, without prejudice to any actions that may be carried out outside its borders.

ARTICLE 3. Home.

The adress of the Association is set in Madrid, Calle Paseo de la Habana, 4.

ARTICLE 4. Purposes and activities of the Association.

The Association has the following main purposes and activities:

  1. The promotion, encouragement and development of both energy service companies and those in the field of sustainability, fight against climate change or any of the activities of the 2030 Agenda, as well as their activity.
  2. The representation of its associates before state, regional and local public bodies to defend their interests.
  3. The coordination of joint actions before European organizations and other geographical bodies.
  4. The promotion of synergies and mutual collaborations with other associations or entities that pursue similar purposes, even through the federation or association with them.
  5. Develop training actions and activities in the field of energy, related to technology, regulation, economics, marketing and management of energy companies.
  6. In general, carry out all those actions that contribute to improving the activity and business of Associates and the Sector.

For the fulfillment of the aforementioned purposes, it will promote and/or develop all the activities it deems appropriate, such as conducting studies, publishing publications, organizing conferences, events, and any others it considers appropriate.

ARTICLE 5. Requirement to join.

Any legal person that, in accordance with the provisions of Article 1 of these Statutes, is configured as an Energy Services Company, as self-employed, companies or institutions that with their activities help or are interested in the growth of the savings and energy efficiency market, that help to identify and improve the competitive advantages of partners in the market, as well as those who carry out their activities in the field of sustainability, fight against climate change, Agenda 2030 in any of its scopes , and whose admission is agreed in accordance with the provisions of these Statutes.

They will be associates the companies, self-employed and institutions that:

  1. Request their incorporation into one of the categories set forth in the following article.
  2. Their admission has been approved by the Board of Directors.
  3. They have satisfied the annual quota that each category of associate has established.
  4. Accept and comply with the code of ethics, signed by the representative.

ARTICLE 6. Associate categories.

They will be classified as members of Gold, Silver, Bronze or Number Category, in accordance with the criteria established for this purpose by the General Assembly at the proposal of the Board of Directors.

ARTICLE 7. Rights and duties of associates.

The rights of the associates are:

  1. Take part with voice and vote in the sessions of the General Assembly.
  2. Be electors and eligible as members of the governing and management bodies of the Association, in accordance with the provisions of these Statutes.
  3. Participate in the activities of the Association, benefit from and use the services organized by it.
  4. Receive information on the activities and initiatives of the Association and the agreements adopted by the Board of Directors, through the means established, as well as access the restricted area for members of the Association’s website.
  5. Use the logo of the Association in its documentation, respecting the criteria that, for this purpose, could be established by the Association itself and, in any case, preserving its good name.
  6. Be part of the working groups that are constituted in the Association.

The duties of the associates are:

  1. Comply with the agreements adopted by the governing and management bodies of the Association.
  2. Pay the annual fee established by the General Assembly.
  3. Respect and comply with the provisions of these Statutes and their implementing regulations.
  4. Do not attribute the status of representative of the Association, unless the corresponding bodies of the same expressly attribute it.
  5. Keep updated the contact details that are considered essential.

ARTICLE 8. Cause of loss of associate status.

Associate status will be lost for the following reasons:

  1. By extinction or dissolution of the associated entity.
  2. Voluntary withdrawal, requested in writing to the Board of Directors.
  3. Failure to comply with the economic obligations that each category of associates has established.
  4. By firm sanction of expulsion for the causes established in Article 10 c) of these Statutes.
  5. Breach of the Code of Ethics.

The loss of associate status will lead to the loss of all the rights established in Article 7 of these Statutes. The associate who has lost said condition is still obliged to pay the amount corresponding to the overdue and unpaid quotas and will not be able to claim the reimbursement of the quotas already paid.

ARTICLE 9. Collaborators.

The following classes of collaborators are established:

  1. Institutional Collaborator: These are public or private entities whose activity is related to the promotion and development of the energy market in Spain and which, in order to carry out joint actions with the Association, have expressly signed a collaboration agreement. The rights and duties of each institutional collaborator will be those that are reflected in the aforementioned agreement.
  2. Honorary Collaborator: These will be those institutions, companies, freelancers and individuals who, due to their special relevance, track record and dedication in the field of both the energy market and its services, are distinguished with this consideration by the General Assembly to proposal of the Board of Directors of the Association. The duties and rights of each honorary collaborator will be reflected in the internal regime of the Association.
  3. Consultative Collaborator: They will be persons who, due to their special relevance, trajectory and dedication within the Association, or due to their great professional relevance in the energy market as well as in that of its services, are distinguished with this consideration and appointed at the proposal of the Board of Directors of the Association. The rights and duties of each consultative collaborator will be reflected in the internal regime of the Association.

ARTICLE 10. Disciplinary responsibility.

The acts of the associates that violate the Statutes of the Association or the regulations adopted by any of its bodies, as well as the set of procedures, code of ethics and good practices adopted by the Association to identify and classify the operational, legal, and that establish internal prevention, management, control and reaction mechanisms (Procedure and good Compliance practices), will be subject to the following sanctions:

  1. Warning. The associate who fails to comply with the associative duties will be imposed, when the infraction of these is not a reason for the imposition of a more serious sanction.
  2. Suspension. It will be imposed:
    1. To the associate who damages the public image of the Association.
    2. To the associate who has failed to pay the fees corresponding to more than one annuity, provided that he is obligated to pay them and has been required for that purpose.
  3. Expulsion. It will be applied to those associates who incur in any of the following infractions:
    1. Having seriously and repeatedly breached the agreements validly adopted by the representative bodies of the Association or having attempted against the purposes and interests of the same.
    2. Assume individually or collectively, consciously and voluntarily, the powers that, according to the Statutes, correspond to their representative bodies.
    3. Having stopped paying quotas for an amount greater than two annuities when forced to pay them, despite having made the appropriate request.

With a sanction proposal, a period of 15 calendar days will be established for the interested party to present allegations.

The imposition of sanctions will be the responsibility of the Board of Directors and against it there will be an appeal before the General Assembly meeting in Extraordinary Call, in which the interested party will have the right to hear and speak.

ARTICLE 11º. Competition Law.

The Association will not engage in any practice contrary to competition law and will ensure that its associates act in the same way. In no case will this Association infringe any provision issued by the National Commission for Markets and Competition, as well as by Royal Decree-Law 6/2000, of June 23, on Urgent Measures to Intensify Competition in Goods Markets. and Services, or regulations that replace it.

Consequently, in relation to any meeting or activity of the Association, the establishment of agreements or practices between the associates that could restrict or distort competition in the market will not be established or allowed.

Nor will exchanges of commercially sensitive information between members take place within the Association or through it, especially regarding costs or prices, volume of purchases or sales, commercial strategies, clauses or conditions of purchase or sale, information on clients etc This Association will promote inspection actions that have been agreed in each case by the competent Public Administration.

Any information that the Association needs to collect from its associates for the strict fulfillment of its purposes will be treated only by ANESE personnel with due caution in a way that does not allow, directly or indirectly, access to the type of information mentioned above, in accordance with the regulations in force at all times, regarding data protection.

The documentation published or presented by the Association in relation to its activities will not deal with or refer to future prices, premiums, or other financial terms or conditions of services offered by the associates, complying in each case with the current regulations in this regard.

All associates, as well as the companies linked to them, will act independently in their commercial relations with suppliers and consumers. The Association will not assume any type of responsibility for commercial relations, commercial agreements, collaborations or any other link between associates and/or suppliers. The Association will remain independent and will not take sides in possible conflicts between its Associates.

All meetings and activities promoted by the Association will be carried out in accordance with the previously announced agenda and their agreements will be faithfully reflected in the minutes that will be drawn up from such meetings.

ARTICLE 12. GDPR, General Data Protection Regulation.

The operation of the Association will be adapted to the provisions of Organic Law 3/2018, of December 5, on the protection of personal data GDPR and its development regulations.

The Association will be considered as the person in charge of the treatment, in the sense that this category is granted by the GDPR, with respect to the personal data to which the Association has access on behalf of the associated company in the context of the provision of services. of the Association to said company, consisting of the exercise of its legitimate corporate activity according to the current Statutes.

The Association will adopt all technical and organizational measures, legally established, to guarantee the integrity and security of personal data and prevent its alteration, loss, treatment or unauthorized access, taking into account the state of technology, the nature of the data stored and the risks to which they are exposed, complying at all times with consolidated legislation.

The Association will only process the personal data provided by the associated company, in accordance with its instructions and in any case, in accordance with the applicable legislation.

The Association will not use the data transferred for purposes other than the provision of services by it to the associated company and will not communicate them to third parties, excepting those to whom the Association has entrusted the provision of a service, ANESE being authorized by the Association. associated, exonerating the association, from any damages that could be caused by the order, being the associate the only responsible, making this charge of the application of all the necessary measures to comply with the regulations regarding data protection.

Once an associate leaves the Association, the personal data of the previously associated company will be destroyed or returned, in accordance with the regulations in force at any time.

ARTICLE 13º. Equal treatment and non-discrimination.

The members of the Association will participate in it without any discrimination based on birth, age, race, sex, religion, personal or social circumstances, or opinions or ideology of any other kind and will enjoy adequate protection against any act that affects in any way form in their professional life and is derived, based or justified in their associative activity.

ARTICLE 14º. Governing bodies and representation of the Association.

The Governing and Representation bodies of the Association are the General Assembly and the Board of Directors.

A – GENERAL ASSEMBLY

ARTICLE 15º. Nature of the General Assembly.

The General Assembly is the supreme body of the Association and will be made up of all the associates.

ARTICLE 16º. Meetings.

The meetings of the General Assembly will be ordinary and extraordinary. The ordinary one will be held once a year, during the first semester and the extraordinary ones, in the cases provided for by Law, when agreed by the Board of Directors or when requested by a number of associates with voting rights of not less than 10 per 100.

The Ordinary or Extraordinary General Assembly may be held by videoconference or by multiple telephone conference provided that the Secretary of the Association, or the person delegated by him, recognizes the identity of all those attending, certifies that they have the right to attend, this being reflected in the minutes. In no case may the recordings of the Assemblies by videoconference be considered as its minutes.

ARTICLE 17º. Calling of General Assemblies.

The calls for General Assemblies, both ordinary and extraordinary, will be called by the President of the Association, on behalf of the Board of Directors, in writing and by any individual and reliable means of communication, electronic means such as email being valid, which ensures its reception by the associates, and that expresses in any case: the place, day, time of the meeting and agenda.

There must be at least 15 days between the call and the day set for the Assembly to be held on first call, and the date on which the Assembly will meet on second call may also be stated, if applicable, without the possibility of between one and the other. mediate a period of less than 1/2 hour.

For reasons of urgency, the deadlines for the call may be reduced to a minimum of 72 hours.

ARTICLE 18º. Quorum for valid constitution and quorum for the adoption of resolutions.

The General Assemblies, both ordinary and extraordinary, will be validly constituted, on first call, when at least one third of the associates with the right to vote attend them, present or represented; on second call, when at least twenty percent of the associates with the right to vote attend.

The agreements will be made by a simple majority of votes of the people present or represented, except in the cases of modification of the Statutes, dissolution of the Association, disposition or alienation of real estate, in which a majority of 2/3 votes will be necessary. of the persons present or represented, deciding in the event of a tie the casting vote of the President, or whoever acts as such.

ARTICLE 19º. Powers of the Ordinary General Assembly.

The powers of the Ordinary General Assembly are:

  1. Appointment and dismissal of the Board of Directors.
  2. Examine and approve the annual budgets and accounts.
  3. Approve or reject, where appropriate, the management of the Board of Directors.
  4. Set the ordinary and extraordinary fees to be paid by the associates.
  5. Agreement to establish a Federation of Associations or join one.
  6. Expulsion of associates at the proposal of the Board of Directors.
  7. Disposal and disposal of real estate.
  8. Approve, where appropriate, the internal regulations of the Association.
  9. Any other that is not exclusive to an Extraordinary Assembly.

ARTICLE 20. Powers of the Extraordinary General Assembly.

The Extraordinary General Assembly has the same powers as the Ordinary Assembly, and exclusively, the modification of the Statutes and the dissolution of the Association.

B – BOARD OF DIRECTORS

ARTICLE 21. Nature and composition of the Board of Directors.

The Board of Directors is the representative body that manages and represents the interests of the Association, in accordance with the guidelines issued by the General Assembly. It will be made up of a number of members not less than five nor more than nine and among its positions it will have a President, the Vice President, the Secretary, the Treasurer, and the Vocals in the corresponding number to complete the number of members of the Board that, within the aforementioned limits, the General Assembly has been established at any time. In the event of dismissals in the figures of President, Vice President, Secretary or Treasurer of the Board of Directors, they will be replaced by other members of the Board of Directors at its proposal.

In order to promote equality in the Association’s participation, representation and governance bodies, diversity will be favored by the people designated by the member entities as their representatives therein. In any case, the provisions of the current regulatory framework on equality will be complied with.

The members of the Board of Directors will exercise their functions for a period of three years, and, in any case, may not be re-elected for more than two complete consecutive periods of three years. In the event that any of the two previous periods does not reach the minimum duration of 3 years, the Board of Directors may be re-elected as many times as necessary, up to a maximum of six years.

To be a member of the Board of Directors, it will be necessary to have the status of partner and expressly accept the Association’s Code of Ethics.

The President, the Vice-President and the Secretary of the Board of Directors will also be of the General Assembly and of the Association. The members of the Board of Directors will exercise their position free of charge without in any case being able to receive remuneration for the performance of their function. However, the members of the Board of Directors will have the right to be compensated for the duly justified expenses that in the exercise of said position they may cause.

In the event that, for any reason, the number of members that make up the Board becomes less than the statutory provision, and after a period of three months in which the Board of Directors is not able to restore the minimum number of components, it must the agreement to convene the electoral process provided for in these Statutes for the election of a new Board of Directors shall be adopted.

ARTICLE 22. Election and replacement of members.

For the election of members of the Board of Directors, the outgoing Board of Directors will publish a call for nominations with the dates and other conditions of the call for nominations.

A minimum period of 15 days will be set for the admission of candidatures and the admission of candidatures shall be closed at least 15 days before the voting, in order to give sufficient publicity to the partners.

The candidatures will consist of closed lists that shall include the positions of President, Vice-President, Secretary, Treasurer and Members.

Members who are present at the General Assembly convened for this purpose and who are up to date with the payment of dues shall receive voting rights. Voting through representatives and by certified mail will be valid.

The Board of Directors shall be constituted by the closed list with the highest number of votes.

The members of the Board of Directors shall be removed from their position by:

  1. Express resignation.
  2. To cease to be a partner of the Association.
  3. Agreement of the General Assembly.
  4. Appointment of a new Board of Directors.
  5. Serious non-fulfilment in the exercise of their functions, including those specific functions assigned to them by decisions and agreements issued by the Board of Directors.
  6. Failure to attend, without just cause, three consecutive or five alternate sessions out of a total of ten ordinary sessions of the Board of Directors.
  7. For notorious causes of misconduct or non-compliance with the Code of Ethics

The dismissal of the members of the Board of Directors shall be agreed by the General Assembly once the circumstance causing the same has been verified. In the cases foreseen in paragraphs e), f) and g), this verification shall take place following the procedure to be determined, which shall be carried out by the Board of Directors with the hearing of the person concerned and the agreement of the majority of the rest of the members of the Board of Directors, including the President.

Before taking the decision to initiate the corresponding dismissal procedure, the Board of Directors will submit once to the management of the associated legal entity, if any, the consideration of replacing its representative.

While the General Assembly is not held, the Board of Directors may decide the temporary separation of the members whose cessation procedure has been established.

When members of the Board of Directors cease to hold office or are removed for any reason, the Board of Directors may adopt the agreement to appoint the members necessary to fill the vacant positions from among the remaining members of the current Board of Directors, provided that the established minimum is met, or from among the partners. Said appointments must be ratified at the next General Assembly to be held.

ARTICLE 23. Meetings and quorum for constitution and adoption of resolutions.

The Board of Directors will meet after convocation as many times as determined by its President or at the request of 1/3 of its members. It will be constituted when half plus one of its members attend and for its agreements to be valid they must be adopted by majority vote. In the event of a tie, the vote of the President or of whoever takes his place will be the casting vote.

The meetings of the Board of Directors may be face-to-face, telematic or mixed, at the headquarters of the Association or at another place indicated in the notice of meeting.

Resolutions shall be taken by a show of hands by roll call or by secret vote, at the discretion of the President, taking into account the circumstances and the nature of the issues to be discussed.

ARTICLE 24. Powers of the Board of Directors.

The powers of the Board of Directors are:

  1. Execute the agreements of the General Assembly.
  2. To direct the social activities and to carry out the economic and administrative management of the Association, in this sense it shall be empowered to enter into all kinds of legal business of administration and disposal.
  3. Prepare the annual Budgets and Accounts and submit them to the approval of the General Assembly.
  4. Approve the Internal Regulations and Code of Ethics.
  5. Approve the Compliance Policy, appoint the Compliance Committee and be the recipient of the whistle-blowing channel of the Association and its employees.
  6. Resolve on the admission of new associates.
  7. Appoint delegates for any specific activity of the Association.
  8. Call elections for the Board of Directors and establish the rules and terms and conditions of the call, in accordance with the provisions of these Statutes.
  9. To appoint and dismiss a General Manager, for the tasks of management and direction, delegating the powers and responsibilities established in each case.
  10. To impose the sanctions of warning, suspension and expulsion of members.
  11. Instruct the procedures for the dismissal of its members.
  12. To interpret the provisions of the Articles of Association.
  13. To ensure that the resolutions of the General Assemblies are complied with.
  14. Any other powers that do not fall within the exclusive competence of the General Assembly.

ARTICLE 25. President, Vice President, Secretary, Treasurer and Members.

I – THE PRESIDENT.

Will have the following powers:

  1. Legally represent the Association before all kinds of public or private organizations.
  2. Call, preside over and adjourn the sessions held by the General Assembly and the Board of Directors.
  3. Direct the deliberations of both.
  4. Order payments and authorize with his/her signature the documents, minutes and correspondence.
  5. Adopt any urgent measure that the smooth running of the Association advises, is necessary or convenient for the development of its activities, without prejudice to subsequently reporting to the Board of Directors or Assembly, as the case may be.

II – THE VICE PRESIDENT.

Will replace the President in his absence, due to illness or any other cause, and will have the same powers as him.

III – THE SECRETARY.

Will act as such of the Board of Directors and General Assembly, drawing up minutes of the meetings, will issue the corresponding certifications, will keep and guard the books and files of the Association and will maintain correspondence and communication with the Administration, keeping the corresponding record. Shall also ensure that the Assembly and the Board operate in accordance with the law.

IV – THE TREASURER.

He will be responsible for the funds and accounts belonging to the Association and will comply with the payment orders issued by the President.

V – THE MEMBERS.

They will have the obligations of their position as a member of the Board of Directors and as well as those that arise from the delegations or work commissions that the Board itself entrusts to them.

ARTICLE 26. Managing Director

The Board of Directors may appoint a General Manager, to whom it will delegate the functions and powers it deems appropriate for the daily operation of the Association, as defined in the internal regulations. The appointment will be revocable at any time by the Board of Directors, following the guidelines for the adoption of agreements set out in Article 23 of these Statutes.

ARTICLE 27. Documentary and accounting obligations.

The Association will have an updated list of Associates. It will keep an accounting, in accordance with the applicable legal regulations, in which the assets, the results, the financial situation and the expenses and investments made are clearly reflected.

The Minute Books will be kept, under the direct responsibility of the Secretary, in which the meetings of their bodies and the agreements reached by the Board of Directors and General Assembly are reflected.

ARTICLE 28. The Assets.

The Assets of the Association will be composed of all kinds of goods and rights, that are affected to the fulfillment of the aims and objectives of the Association.

ARTICLE 29. Financial means.

The normal development of the Association shall be financed by the following financial means:

  1. Contributions and fees, ordinary and extraordinary, established by the General Assembly to be paid by the associates.
  2. Voluntary donations and contributions made by its own members.
  3. Subsidies, donations, inheritances and legacies of any kind that the Association may receive from its associates, third parties, entities and administrations. As well as the income obtained from patronage and cooperation actions.
  4. Income from its own assets.
  5. Income that could be derived from its activities.

ARTICLE 30.    Financial year.

The financial year of the association will coincide with the calendar year.

ARTICLE 31. Modification of the Statutes

These Statutes may be amended by a qualified majority of 2/3 of the members present or represented, meeting in an Extraordinary General Assembly.

ARTICLE 32. Dissolution of the Association.

The Association will be terminated, in the event that it cannot fulfill the statutory purposes foreseen in Article 4, with the prior agreement of the General Assembly, meeting in Extraordinary Session, with the favourable agreement of two thirds of the votes and the consent of two thirds of the members present or represented.

In the event of dissolution, the Board of Directors will constitute as a Liquidation Committee, which will proceed to pay any existing debts with the Association’s assets. The resulting assets must be delivered to one or more foundations or non-profit entities that pursue general interest purposes and that will be designated by the Board of Directors.