statutes

Statutes of the national association of energy service companies

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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 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, about end-use energy efficiency and energy services (*) and the Spanish regulations applicable at all times.

(*) A natural or legal person who provides energy services 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 provided will be based (in part or in full) on the achievement of energy efficiency improvements and compliance with other agreed performance requirements.

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

SECTION 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.

The territorial scope of the Association is national, without prejudice to what is established in the Statutes with respect to the Territorial Delegations, whose scope shall be that of each Autonomous Community.

The Territorial Delegation shall represent ANESE in the autonomous community to which it belongs and shall be responsible for executing and transmitting ANESE’s national strategy.

 ARTICLE 3. Address.

The Association’s office is set in Madrid, 53 Velázquez Street. 

ARTICLE 4. Aims and activities of the Association.

 The Association has the following main aims and activities:

  • a) The promotion, encouragement and development of energy service companies and their activities.
  • b) The representation of its associates before state, regional and local public bodies to defend their interests.
  • c) Coordination of joint actions before European organizations and other geographical bodies.
  • d) The promotion of synergies and mutual collaborations with other associations or entities pursuing similar aims, including through the federation or association with them.
  • e) Other similar purposes.

In order to achieve the aforementioned aims, it shall carry out all the activities it deems appropriate, such as carrying out studies, editing publications, organizing conferences, events and any other activities it deems appropriate.

ARTICLE 5º. Partner categories.

The following classes of partners are established:

  • a) These are the companies that have promoted and constituted the Association, subscribing to its founding act.
  • b) Of Number. Companies and freelancers that, in accordance with the aforementioned Directive 2006/32 / CE of the European Parliament and of the Council, of 5 April 2006 and the Spanish legislation in force at any given time, are considered to be Energy Service Companies.
  • c) Of honor: They Will be those institutions, companies, freelancers and individuals, who, due to their special relevance, trajectory and dedication in the field of both the energy market and its services, are distinguished with this consideration by the General Assembly at the proposal of the Board of Directors of the Association.
  • d) Protecting: They are those institutions, companies and freelancers who in any way contribute to the aims and promotion of the Association.

They shall be classified as Gold, Silver or Bronze Protecting Partners in turn, according to the criteria established for this purpose by the General Assembly on the proposal of the Board of Directors.

  • e) Insitutional: These are public or private entities whose activity is related to the promotion and development of the energy market in Spain.

ARTICLE 6. Membership requirement.

The status of member of the Association shall be acquired by self-employed persons, companies and institutions that:

  • a) Apply for membership in one of the categories set out in article 5 above.
  • b) Whose admission has been approved by the Board of Directors.
  • c) That have paid the annual membership fee established for each member category.

ARTICLE 7. Rights and duties of the partners.

 The rights of the partners are:

  • a) Take part in the sessions of the General Assembly with the right to speak.
  • b) Participate in the activities of the Association, benefit from and use the services organized by the Association.
  • c) To receive information on the activities and initiatives of the Association and the agreements adopted by the Board of Directors, through the established means, as well as to access the restricted members’ area of the Association’s website.

Number associates are the only associates with the following attributions:

  • a) To take part with voice and vote in the sessions of the General Assembly.
  • b) To elect and be eligible as members of the governing and management bodies of the Association, in accordance with the provisions of these statutes.

 The duties of the members are:

  • a) To comply with the agreements adopted by the governing and management bodies of the Association.
  • b) To pay the annual fee established by the General Assembly. Honorary members are exempt from paying the annual membership fee.
  • c) To respect and comply with the provisions of these Statutes and their implementing rules.
  • d) Do not attribute to themselves the status of representative of the Association, unless the corresponding bodies of the Association expressly so attribute it.
  • e) To keep the contact details that are considered essential updated.

ARTICLE 8. Loss of membership.

Membership shall be lost for the following reasons:

  • a) By extinction or dissolution of the associated entity.
  • b) Voluntary withdrawal, requested in writing to the Board of Directors.
  • c) Failure to comply with the financial obligations for each category of member.
  • d) By firm sanction of expulsion for the causes established in Article 9 c) of these Statutes.

Loss of membership will entail the loss of all the rights established in Article 7 of these Statutes. The member who has lost this condition is still obliged to pay the amount corresponding to due and unpaid membership fees and may not claim reimbursement of fees already paid.

ARTICLE 9. Disciplinary responsibility.

The acts of the associates that violate the Statutes of the Association or the agreements adopted by regulation by any of its bodies will be subject to the following penalties:

  • A) Warning. It will be imposed on the members who breaches the duties of membership, when the infringement of these duties is not a reason for the imposition of a more serious sanction.
  • B) Suspension. It shall be imposed: 1) The member who damages the public image of the Association. 2) The member who has failed to pay dues for more tan one year, provided that he is obliged to pay them and has been requested to do so.
  • C) Expulsion. It shall apply to members who commit any of the following offences:
    • 1) Having seriously and repeatedly breached the agreements validly adopted by the representative bodies of the Association or having undermined the aims and interests of the Association.
    • 2) Individually or collectively, knowingly and voluntarily arrogating to themselves the Powers that, in accordance with the Statutes, correspond to their representative bodies.
    • 3) Having failed top ay membership fees for more than two years when obliged to do so, despite having been made the appropriate request.

The imposition of sanctions will be the responsibility of the Board of Directors and may be appealed to the General Assembly.

ARTICLE 10. Governing and representation bodies of the Association.

The governing and representative bodies of the Association are the General Assembly and the Board of Directors.

A – GENERAL ASSEMBLY.

ARTICLE 11. Nature.

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

ARTICLE 12. Meetings.

The General Assembly shall hold ordinary and extraordinary meetings. Ordinary meetings shall be held once a year, during the second half of the year, and extraordinary meetings shall be held in the cases provided for by Law, when agreed by the Board of Directors or when requested by a number of members with voting rights of not less than 10%.

ARTICLE 13. Calling of General Assemblies.

Both ordinary and extraordinary General Assemblies shal be called by the President, on behalf of the Board of Directors, in writing, stating the place, date and time of the meeting, as well as the agenda.

There must be at least 15 days between the notice and the date set for the Assembly in first call, and the date on which the Assembly is to meet on second call may also be stated if appropriate, with no less than half an hour between one and the other.

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

ARTICLE 14. Quorum for valid constitution and quorum for the adoption of resolutions.

The General Assemblies, both ordinary and extraordinary, will be validly constituted, in first call, when at least one third of the members with voting rights are present; on second call, when at least twenty percent of the members with voting rights are present.

Resolutions shall be passed by a simple majority of votes of those present, except in the cases of modification of the Statutes, dissolution of the Association, disposal or alienation of real estate, in which a majority of 2/3 of votes of those present shall be necessary. In the event of a tie, the casting vote of the President, or whoever acts as President, shall decide.

ARTICLE 15. Powers of the Ordinary General Assembly

The powers of the Ordinary General Assembly are:

  • a) Appointment and removal of the Board of Directors.
  • b) To examine and approve the annual budgets and accounts.
  • c) Approve, where appropriate, the management of the Board of Directors.
  • d) Set the ordinary and extraordinary fees to be paid by the members.
  • e) Agreement to constitute a Federation of Associations or join one.
  • f) Expulsion of members at the proposal of the Board of Directors.
  • g) Disposition and disposal of real estate,
  • h) Approval of new projects requiring investments exceeding 20% of the annual budget.
  • i) Any other that is not exclusive to an Extraordinary Assembly.

ARTICLE 16. Powers of the Extraordinary General Assembly.

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

B – BOARD OF DIRECTORS.

ARTICLE 17. Nature and composition.

The Board of Directors is the representative body that manages and represents the interests of the Association, in accordance with the directives issued by the General Assembly. It shall be made up of a number of members not less than five nor more than nine and shall include a President, Vice-President, Secretary, Treasurer, and the corresponding number of Members to complete the number of members of the Board that, within the aforementioned limits, is established by the General Assembly at any given time.

The members of the Board of Directors shall exercise their functions for a period of three years, and, in any case, they may not be re-elected for more than two consecutive periods.

In order to be a member of the Board of Directors, it is necessary to have the status of associate number and expressly accept the Association’s ethical code.

The President, Vice-President and Secretary of the Board of Directors will also be the President, Vice-President and Secretary of the General Assembly and of the Association. The members of the Board of Directors will exercise their position free of charge in all circumstances and shall not receive any remuneration for the performance of their duties. However, the members of the Board of Directors will have the right to be compensated for the duly justified expenses that they may incur in the exercise of their office.

In the event that, for any circumstance, the number of members that make up the Board becomes less than the statutory provision, the agreement to call the electoral process provided for in these statutes for the election of a new Board of Directors must be adopted by the Board.

ARTICLE 18. Procedures for the 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 one week will be set for the admission of candidatures and the admission of candidatures shall be closed six days before the voting, in order to give sufficient publicity of such candidatures to the members.

The candidatures will consist of closed lists that shall include the positions of President, Vice-President, Secretary, Treasurer and Members. Likewise, the lists will include the name of two substitutes, who will occupy the positions that remain vacant for reasons other than the normal expiration of the positions, with the exception of the case of becoming vacant the position of President which will be replaced by the Vice President, the Treasurer or the oldest Member, in this correlative order.

The vote will be valid through representatives and by certified mail.

The members of the Board of Directors will resign for:

  • a) Express waiver.
  • b) Cause withdrawal as a member of the Association.
  • c) Agreement of the General Assembly.
  • d) Appointment of a new Board of Directors.
  • e) Failure to comply with the specific functions assigned to it by decisions and agreements issued by the Board of Directors.
  • f) Failure to attend, without just cause, three consecutive sessions or five alternated out of a total of ten ordinary sessions of the Board of Directors.
  • g) For notorious causes of misconduct or breach of the Code of Ethics

The cessation of the members of the Board of Directors will be agreed by the General Assembly once the circumstance causing the same has been verified.

In the cases provided for in sections e), f) and g), this verification will take place following the procedure to be determined, which will be instructed by the Board of Directors with a hearing of the interested person and agreement of the majority of the rest of the members of the Board of Directors including the President.

Notwithstanding the foregoing, before adopting the decision to establish the corresponding dismissal procedure, the Board of Directors will submit once to the Management of the associated legal entity the consideration of replacing its legal 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.

After the cessation or separation of the members of the Board of Directors is produced, for any circumstance, it may adopt the agreement to appoint among the associates of number the members necessary to fill the vacant positions. Said appointments must be ratified at the next General Assembly to be held.

ARTICLE 19. Meetings and quorum for the 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.

ARTICLE 20. Powers of the Board of Directors.

The powers of the Board of Directors are:

  • a) Execute the agreements of the General Assembly.
  • b) Direct the social activities and take the economic and administrative management of the Association.
  • c) Prepare the annual Budgets and Accounts and submit them to the approval of the General Assembly.
  • d) Approve the Internal Regulations and Code of Ethics.
  • e) Resolve on the admission of new associates.
  • f) Appoint delegates for any specific activity of the Association.
  • g) Call elections for the Board of Directors and establish the rules and terms and conditions of the call, in accordance with the provisions of this statute.
  • h) Appoint a Manager, for management and direction tasks, delegating the powers and responsibilities established in each step.
  • i) Impose the sanctions of warning, suspension and expulsion of associates.
  • j) Instruct the procedures for the dismissal of its members.
  • k) Initiate and resolve procedures for the creation of Territorial Delegations.
  • l) Any other power that is not the exclusive competence of the General Assembly.

ARTICLE 21. President, Vice President, Secretary, Treasurer and Members.

I – THE PRESIDENT.

Will have the following powers:

  • a) Legally represent the Association before all kinds of public or private organizations.
  • b) Call, preside over and adjourn the sessions held by the General Assembly and the Board of Directors.
  • c) Direct the deliberations of both.
  • d) Order payments and authorize with his/her signature the documents, minutes and correspondence.
  • e) 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.

He 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.

He 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.

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 22. Manager.

The Board of Directors may appoint a Manager, to whom it will delegate the functions and powers it deems pertinent for the daily operation of the Association. The appointment will be revocable at any time by the Board of Directors.

ARTICLE 23. Definition and constitution.

The Territorial Delegations are the instrument of decentralized operation of the Association, with a degree of autonomy limited to the geographical area in which each one develops its activity. Its action will be autonomous, but subject to the aims and norms of the Association.

The constitution of the Territorial Delegations will require that it be of interest to ANESE national, that the same objective cannot be covered in another way and a request in writing addressed to the President of the Association of a group of partners not less than 10. Said letter will be accompanied by:

  1. The reasons on which the request is based and the territorial scope in which the new Delegation intends to carry out its activity.
  2. Estimated number of partners whose domicile is located in the territory in whose area the new Delegation would carry out its activity.
  3. Document of adhesion to the Statutes of the Association
  4. Estimated income and expenses budget for the first fiscal year in which the Delegation would carry out its activity.
  5. Plan of actions foreseen for the first 3 years.

Once the petition is presented, the President will submit it to the Board of Directors for debate and voting; which will decide for ¾ of its members to attend the meeting. In the event that the Board of Directors decides to admit the request, it should be approved in a constituent Assembly of the Delegation, convened for this purpose.

There may not be a territory in which two or more Delegations carry out their activity simultaneously. Conflicts that may exist in this matter will be resolved by the Board of Directors, through a vote of its members and by a majority of them, the agreement taken being binding for all Delegations.

ARTICLE 24. Territorial Committee

All the constituted Territorial Delegations should be articulated in an associative body (Territorial Committee) which is the representation of the delegations before the Association.

The Territorial Committee will have the president and vice president of each territorial delegation together with two representatives of the Board of Directors (one of the four elected positions and one member).

ARTICLE 25. Powers and obligations of the Territorial Delegation.

The powers and obligations of the Territorial Delegation are:

  • a) Execute the agreements of the General Assembly and the National Board of Directors of ANESE.
  • b) Direct the social activities and carry out the economic and administrative management of the Delegation.
  • c) Prepare and submit to the approval of the Board of Directors the annual Budgets and Accounts.
  • d) Resolve on the admission of new associates in the geographical area in which they carry out their activity.
  • e) Call elections for the representation of the Territorial Delegation and establish the rules and terms and conditions of the call, in accordance with the provisions of this statute.
  • f) Appoint a Manager, for management and direction tasks, delegating the powers and responsibilities established in each step.

ARTICLE 26. 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 27. The Heritage.

The patrimony of the Association will be constituted by all kinds of goods and rights, that are affected to the fulfillment of the aims and objectives of the former.

ARTICLE 28. The financial means.

The normal development of the Association will be financed with the following financial means:

  • a) Contributions and fees, ordinary and extraordinary, established by the General Assembly in charge of the associates.
  • b) Donations and contributions of a voluntary nature, made by its own members.
  • c) Subsidies, donations, inheritances and legacies of any kind that the Association may receive from its associates, from third parties, entities and administrations. As well as the income obtained from patronage and cooperation actions.
  • d) The income from its own assets.
  • e) The income that could be derived from its activities.

ARTICLE 29. Financial year.

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

ARTICLE 30. Modification of the Statutes.

These statutes may be modified by the absolute majority of the associates present or represented, meeting in an Extraordinary General Assembly.

ARTICLE 31. Dissolution of the Association.

The Association will be terminated, in the event that it cannot fulfill the statutory purposes provided for in Article 4, with the prior agreement of the General Assembly, meeting in an Extraordinary session, with the favorable agreement of two thirds of the votes and the consent of two thirds. of the associates present or represented.

In case of dissolution, the Board of Directors will constitute a Liquidation Commission, which will proceed to pay any existing debts. 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.