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Order Of 2 July 1984 Which Are Ratified The Statutes Of The Association De Caución Agraria (Asica).

Original Language Title: Orden de 2 de julio de 1984 por la que se ratifican los Estatutos de la Asociación de Caución Agraria (ASICA).

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TEXT

Royal Decree 1942/1983, of 4 May, amending the rules of the current Association of Agrarian Caution (ASICA), establishes in its article 3. This Entity shall be governed by its Statutes, drawn up within the framework of the Royal Decree and approved by the General Meeting, and shall be ratified jointly by the Ministries of Economy and Finance and Agriculture, Fisheries and Food, in order to achieve full legal effectiveness.

These Statutes have been approved by the General Meeting of 26 April 1984, the ratification of which has been requested, in accordance with the provisions of Article 3. of the Royal Decree cited above.

Under the proposal of the Ministers for Economic Affairs and Finance and Agriculture, Fisheries and Food, this Presidency of the Government has:

First. -In accordance with the provisions of Article 3. Royal Decree 1942/1983 of 4 May, ratified the Statutes of the Association of Agrarian Caution (ASICA), which are listed as an annex to this Order.

Second. This Order shall enter into force on the day following its publication in the Official Journal of the State.

Madrid, 2 July 1984. -Moscoso del PRADO Y MUÑOZ.

UNICO ANNEX

STATUTES OF THE ASSOCIATION OF AGRICULTURAL CAUTION

(ASICA)

TITLE FIRST

General provisions

Article 1. Name, nature and legal status of the Association. -The Association of Agrarian Cautions, in ASICA anagram, has a character of Entity with public participation, legal personality and own assets and full capacity to act, governed by the Royal Decree 1942/1983 of 4 May, by the present Statutes and other legal provisions applicable to it.

Art. 2. The purpose of the Association. The social object of ASICA is the guarantee by guarantee to any official or private entity of credit of the operations for the financing of agricultural activities carried out by its beneficiary partners, preferably by small and medium-sized farmers and agricultural associations.

Is also entitled to grant guarantees and guarantees to the State, Autonomous Bodies, Public Enterprises and the Management Entities and Common Services of Social Security, to guarantee the responsibilities of its partners beneficiaries, with the exception of those corresponding to the fulfilment of tax obligations, within the limits set by these Statutes.

Art. 3. Registered office of ASICA in Madrid, Calle Genil, 13, which may be changed by agreement of the Board of Directors of the Association, giving it adequate publicity.

Art. 4. Territorial scope. -The Association shall develop its activities throughout the Spanish territory and, therefore, may lend its endorsement to any credit institution of an official or private nature, whichever is the domicile of the latter, provided that authorised to operate in that territory.

Art. 5. Duration. The duration of the Association shall be indefinite and may be dissolved only for the reasons specifically laid down in these Statutes and in the additional provision of Royal Decree 1942/1983 of 4 May 1983.

TITLE II

From the social capital and the funds and resources of the Association

Art. 6. From the social capital and the guarantee and reserve funds. -The Association will have a social capital constituted by the sum of foundational fund and protective fund. In any case, the share capital must be maintained in figures not less than 1 per 100 of the total amount of the operations guaranteed by the Association. This minimum figure may be amended at any time by the Ministry of Economy and Finance. ASICA shall also have a guarantee fund and a reserve fund, without prejudice to any other voluntary nature it decides to constitute.

Art. 7. Of the foundational and protective funds. -1. The foundation shall consist of the contributions of the founding members to the assets of the Association, as well as the new contributions to be incorporated therein when extensions of that fund are carried out. The foundational fund should be maintained at least 50,000,000 pesetas. It may be increased in the form and amount determined by the General Board, on a proposal from the Board of Directors, according to the needs of the Association, and shall be represented by nominative and numbered titles, which shall serve as a safeguard for the contribution and shall have the status of transferable, in accordance with the provisions of these Statutes.

2. The protective fund shall be constituted by the uninterested contributions of funds, made by public or private entities and entities to strengthen the solvency of the Association, to the concurrency of the social capital and in the absence of a fund Sufficient foundation. It may be increased in the form and amount determined by the General Board on a proposal from the Board of Directors or by legal provision.

Art. 8. The guarantee fund. The guarantee fund will be made up of the deposits of the members receiving ASICA and will consist of a percentage of the guaranteed operations.

The percentage shall be fixed by the General Board, within the following limits: A maximum of 7,5 per 100 and a minimum of 2,5 per 100 of the respective loans. These limits may be amended by agreement of the General Board, on a proposal from the Board of Directors and with the approval of the Ministry of Economy and Finance.

The deposit of guarantee, without whose constitution the guarantee will not have effect, will be retained by the lender of the first installment of funds, together with the Commission of studies demanded according to the established in the present Statutes and transfer their amount to ASICA. However, ASICA will be able to make this sum effective by other means.

Art. 9. Of the forecast and reserve funds. -The funds of foresight and reserve shall be constituted by the currently existing, increased or reduced, if any, by the amount of the result of each exercise when liquidating its budget.

Art. 10. Of the resources. -In accordance with the provisions of Royal Decree 1942/1983, of 4 May, ASICA, for the fulfillment of its purposes, will have the following resources:

(a) The income and products of your estate.

(b) The returns produced by the guarantee fund.

c) The commissions that authorize the Statutes.

d) Grants, grants, donations and legacies that may be conferred upon you.

e) Any other items that may correspond to you in law.

Art. 11. -The General Board, on a proposal from the Board of Directors, shall fix the fee payable only once to cover the costs of study, report and processing of the operations. The amount of this Commission, which may not exceed 1 per 100 of the respective loans, shall be made effective at the same time as the guarantee deposit and by the same holding procedure by the creditor Entity, without prejudice to the right of ASICA to make their amount effective by other means or to require their partial advance in the prevention of operations which do not become formalised.

When the duration of the guarantee exceeds seven years, the beneficiary partners may be required, starting from the eighth year, a commission of 1 per 100 per year on the outstanding outstanding balance.

Art. 12. Of the variations of the foundational fund. -1. The founding fund may be increased, as laid down in Article 7. of these Statutes, up to the maximum amount determined by the General Board, on a proposal from the Board of Directors in view of the needs of ASICA

2. The founding and protective partners, the State Agencies, the Agricultural Chambers, the Agricultural Cooperatives, the Agricultural Societies of Transformation and the Entities of the agricultural credit.

3. Holdings in the foundational fund may only be transmitted to natural or legal persons with agricultural or agricultural credit interests, prior to knowledge and authorization of the ASICA Board of Directors.

4. Without prejudice to the shares subscribed to at the time of the approval of these Statutes, no Member may collect more than 20 per 100 of the funds from the fund as a result of subsequent enlargements and transfers. occur.

TITLE III

Of ASICA Partners

Art. 13. ASLCA member classes. -ASICA members will be of three classes: Founding partners, protectors and beneficiaries.

Art. 14. Of the founding partners. -They are founding partners who, for having made contributions to the foundational fund, acquired such a condition under the constitutive statutory rules of ASICA and those other than, in accordance with the provisions of the in these Statutes, they subscribe and contribute a part of the extensions of that foundational fund or acquire this one for the transfer of participations.

Art. 15. Protective partners. -They are protective partners of the Public or Private Entities or Entities, which have carried out or carried out selfless contributions of funds to strengthen the solvency of the Association.

Art. 16. Of the beneficiary partners. -They will have the status of beneficiary partners who acquired it under ASICA's statutory rules and those who apply for and obtain their admission in the future, provided they are natural persons or (a) legal instruments, which are the subject of a strengthening of operations approved by the Standing Committee.

TITLE IV

Partners ' rights and duties

Art. 17. Of the founding and protective partners. -Founding and protective partners acquire the following rights by subscription and disbursement of aliquot parts of ASICA's capital:

a) Forming part of the General Boards of the Association and intervening in the discussions and deliberations of these Boards.

b) Designate their representatives in the Board of Directors.

They are the duties of the founding and protective partners:

a) Fulfill these Statutes and how many provisions may be adopted or enacted in relation to ASICA.

b) Meet the agreements made by the governing bodies of the Association.

c) To provide the necessary collaboration for the achievement of the mission that ASICA is entrusted with.

d) Communicate to the Association the transfer of titles of its property to the effects provided for in these Statutes.

Art. 18. Of the beneficiary partners. -The beneficiary partners have the same rights and obligations as set out in the preceding article for the founding and protective partners, with the exception of paragraph d), and with the following particularities:

a) The representation to take part in the General Meeting shall be made in accordance with the following rules:

1. The Secretary shall, at the order of the President, communicate to all the beneficiary members the right to be elected to them, so that they may submit their application within the time limit set for that purpose.

2. At the same time or later, five beneficiary partners shall be appointed by draw to the public, each eligible representative. These compromisaries will make the choice within each province by secret ballot, for which they will be called in advance enough.

3. 100 beneficiary partners will be elected to represent them in the General Meeting, in proportion to the number of associates in each province and with a minimum of one representative for each. The compromisaries and the candidates submitted will be eligible. When the arbitration panel fails to hold such an election, the representation in the General Board shall be designated by lot.

4. The Board of Directors will establish the precise rules for the development of this electoral process and will resolve the incidents that may arise in it.

5. Only the beneficiary partners who are aware of their obligations to ASICA or with respect to the operations which are guaranteed to them may exercise the representations. The term of office shall be four years.

(b) The beneficiary partners are required to deposit in the ASICA guarantee fund only once the percentage set out in Article 8 on the total amount of the credit operation to be guaranteed, as well as to satisfy the commissions referred to in Article 11 of these Statutes. The security deposit shall be reintegrated under the conditions laid down in the following Article.

Art. 19. Terms of return of the guarantee fund. AASICA's beneficiary partners shall be reimbursed for the amount deposited in the guarantee fund once they have credited the total cancellation of the loan which resulted in the lodging of the deposit after deduction of the proportional share corresponding to the allocation of failed items in the financial years from the formalisation of the guarantee which led to the deposit until its cancellation.

In order to facilitate the determination of this amount and not delay the return to which it will take place, ASICA will be able to practice replacement liquidation by discounting the guarantee deposit on 1 per 100 year on the outstanding balance. This percentage may be amended by agreement of the General Board on a proposal from the Board.

Art. 20. Loss of the status of partners. -Founding and protective partners may cause a reduction in the Association by their own will or by agreement of the General Board.

The request for voluntary leave with expression of their causes will be addressed to the board of directors of the Association for their decision.

Protective Partners may also cause a legal disposition.

The beneficiary partners will cause automatic decline when the ASICA endorsement is canceled.

Furthermore, the ASICA Board of Directors may propose to the General Board the discharge of the founding members, protectors and beneficiaries who would have brought the Association serious damages for reasons such as:

(a) The manifest infringement of the contents of the Statutes.

b) Failure to comply with the agreements emanating from the governing bodies of ASICA.

c) The lack of collaboration necessary for the good march of the Association.

This agreement will require a qualified majority of two-thirds of the vote.

Art. 21. Economic consequences of the loss of the status of partners. Where the beneficiary partners, for non-compliance with their obligations, give rise to ASICA having to deal with them under the said consolidation, they may lose the right to the refund of the amount deposited in the fund guarantee of the Association. This loss will in any case occur if the delinquent beneficiary partner has to be sued judicially.

As for the founding members, the repayment of their participation in the fund will be subject to the General Meeting agreement, without in any case the amount of the return to be effected may exceed the nominal value of the title of participation.

Similarly, the reimbursement of the protective fund, where applicable, shall take place without exceeding the nominal amount of the respective securities.

In no case will reimbursements be allowed to decrease the minimum amount of social capital legally required of the Association.

TITLE V

From ASICA's hobbies

Art. 22. System of endorsements. -The different classes or modalities of the hobbies that ASICA provides to its beneficiary partners will be governed by the contractual agreements that are approved by the Board of Directors and by the requirements of the Code of Commerce, Civil Code and other legal provisions applicable to it.

Art 23. Maximum amount per guarantee. The maximum amount that can be guaranteed and guaranteed by ASICA in each individual operation shall be fixed by the General Board, on a proposal from the Board of Directors, taking into account not exceeding 1,5 per 100 of the total to which it ascends. the sum of its share capital and guarantee fund at the end of each financial year. This figure will be able to reach 4 per 100 in loans to agricultural associations and small and medium-sized industries in the sector.

For these purposes, whether they are individual or collective transactions, ASICA may consider as a single economic unit of risk and apply the foregoing limitations as long as it appreciates the existence of family ties. or technical or financial links between the different applicants.

Art. 24. Duration of the ASLCA entrenchment. The duration of the ASICA endorsement shall normally be that of the loan granted by the relevant credit institution, without it being able to exceed at least 10 years. When the endorsement exceeds this deadline, the Board of Directors, which may require additional coverage for these operations, will be agreed upon.

Art. 25. Additional guarantees. -ASICA may also enter into agreements with the Joint Society for the second endorsement, or any other similar nature, in order to provide for a wider coverage of guarantees and extension of operations.

TITLE VI

Of governing bodies and managerial positions

Art. 26. 1. They are governing bodies of ASICA:

The General Board.

The Board of Directors.

The Presidency.

2. They are executive positions of the Association:

The President.

The Manager-Manager.

The Secretary.

CHAPTER FIRST

From the General Board

Art. 27. 1. The General Board is the supreme governing body and decision of the Association and shall consist of the following members:

(a) Representatives of the Administration in the Board of Directors.

b) All of the founding and protective partners.

c) The representatives of the beneficiary partners.

2. The representatives of paragraph (a) shall be appointed at any time by the relevant ministerial departments. In any event, the Administration is responsible for the appointment and termination of these representatives.

The representatives of subparagraph (b) shall be the natural persons who have the status of a protective or founding partner and who appoint the partners who are legal persons.

The representatives of the beneficiary partners referred to in paragraph (c) shall be elected as provided for in Article 18 (a) of these Statutes.

3. The Director-Manager shall attend with a voice and vote at the meetings of the General Board. The Secretary will also attend, without a vote.

Art. 28. The General Board shall be responsible for:

a) Agree and approve the reform of the Statutes.

(b) Approve the revenue and expenditure budgets for the year and any changes that may be authorised in the financial year and its liquidation

c) The examination and approval of the Annual Report of the activities of the Association, balance sheet and the results of the financial year.

d) Agree on changes in social capital, on a proposal from the Board of Directors.

e) To fix, on a proposal from the Board of Directors, the percentage which the guarantee fund will be allocated on the loans secured, as well as the fees payable to the beneficiary members referred to in Articles 8 and 11 of these Statutes.

(f) to resolve the proposals of the Board of Directors on the discharge of the founding members, protectors and beneficiaries, in the cases and for the reasons set out in the final paragraphs of Article 20 of the Statute.

g) Adopt the dissolution agreements of the Association, determining the way to practice the liquidation, appointment and granting of powers to the liquidators and adopt resolutions to bring to effect the liquidation and giving destination of the resulting asset in accordance with the provisions of Title VIII of these Statutes.

(h) In general, the resolution of the issues and proposals which, due to their special importance, are subject to their consideration by the Board of Directors.

Art 29. The General Board shall meet annually in ordinary session within the first four months of each year and in extraordinary meetings when requested by one half plus one of its components, as agreed by the Steering Committee or as decided by the Presidency.

Art. 30. The General Meeting shall be convened by the Presidency with at least 15 calendar days in advance of its conclusion.

The call will express the place, place, date and time the meeting will take place in the first and second convocation and the order of the day with the matters to be dealt with as agreed by the governing body.

Art. 31. The General Board shall be validly constituted on the first call where the half plus one of the components of each of the groups (a) and (c) of Article 27 of these Statutes and more than half of the capital are present or represented. and, on the second call, whatever their number and representation. Between the two calls shall be at least one hour.

The approval of the minutes of the General Meeting shall be carried out following its conclusion by the Board itself. Failing that, within the next 15 days, three members, one from each group, shall be appointed to the end of the act, together with those of the President and Secretary of the Association.

Art. 32. The Presidency of the General Meeting shall be the President of the Association, in the absence of the latter, and, in the absence of the Vice-President, to the Vocal of the Board of Directors designated by him for this purpose.

The Board of the General Board shall be composed of the Board of Directors, acting as Secretary of the Entity and, failing that, the one designated by the Council to replace him.

Art. 33. The General Board's agreements shall be adopted by vote subject to the following rules:

(a) The votes of the representatives of the Administration shall be exercised personally by the representatives, each representative having the right to one vote.

(b) The votes of the founding and protective partners may be exercised personally by their representatives or by delegation in another member of their group, and shall be proportional to their respective holdings in the share capital. For the purposes of the final calculation, the parts of the capital shall be divided, which shall vote for, against or abstain, for the sum of the foundational and protective fund, multiplying the result of each of them by 50.

(c) The votes of the representatives of the beneficiary members shall be exercised either personally or by delegation in another representative of their group. Each representative shall have one vote in his own right.

For the final calculation, the votes cast in favour, against or abstentions, shall be divided into groups a) and c) by the total number of votes to which that group is entitled, the results being multiplied by 10 in the first and by 40 in the last.

The agreements shall be adopted by a simple majority of votes present and represented in the above proportions, except in those cases where these Statutes require a qualified majority.

CHAPTER II

From The Board

Art. 34. The Board of Directors is the collegiate body of normal government, administration and management of the Association and will be composed of:

(a) The representatives of the Administration appointed by the corresponding ministerial departments, according to the legislation in force.

(b) The representatives of the founding and protective partners, appointed by them in numbers no less than six and no more than ten. in proportion to their respective shares.

(c) The representatives of the beneficiary members, elected by and from among them in the General Meeting, in number equal to the representatives of the Administration and by vote according to the rules of Article 38.

(d) The Managing Director shall attend the meetings of the Executive Board and the Secretary with a voice and vote without a vote.

Art. 35. The Board of Directors shall have the following powers:

(a) Those delegated to it by the General Board, including on a permanent basis.

b) The adoption of agreements concerning the ordinary management of ASICA and the precise ones for the execution of those emanating from the General Meeting

c) Develop motions for resolutions for approval by the General Board in matters of competence of the Board for the best defense and development of the purposes of the Association.

d) Approve provisionally the revenue and expenditure budgets, for presentation to the General Board, as well as the modification of the same and its liquidation.

e) Approve the staff and personnel policy of the Association and its modifications.

f) Approve the project of the Annual Report of the Association's activities, balance sheet and the results of the financial years for its presentation to the General Board.

g) Examine the expenses incurred, in accordance with the budgets approved by the General Board.

h) To acquire, dispose and tax all kinds of movable and immovable property to arrange leases, loans, with or without collateral, with private individuals or Entities of credit and in general, to carry out all kinds of acts of management and domain of assets of ASICA.

i) Agreed to the convening of extraordinary general meetings.

j) To present the official representation of the Association, orienting the future work of the Association and adopting the appropriate measures for the fulfilment of the objectives set.

k) Propose the reform of the Association's Statutes.

l) Propose to the General Board the discharge of the founding members, protectors and beneficiaries who have brought to the Association serious damages for the reasons mentioned in Article 20 of these Statutes.

ll) Propose to the General Board the extension of the Fundacional Fund, fixing its amount due to the needs of the Association and in accordance with what is determined by Article 12 of these Statutes, taking control of the transfers of contributions from the founding partners, in accordance with the provisions of the same Article.

(m) To propose for the general meeting the percentage of the guaranteed loans to be allocated to the Guarantee Fund, as well as the commissions payable to the beneficiary members, in accordance with the provisions of the Articles 8. and 11 of these Statutes.

n) Election of the President of the Association in accordance with ASICA's regulatory standards and fix its remuneration.

n) Choice, if any, of the Vice President of the Association.

o) Appoint and cease, on the proposal of the President, the Director-Manager and Secretary setting the remuneration to be collected.

p) Resolve and agree on what is deemed to be most beneficial for the defense of the interests of ASICA, the exercise before the Ordinary and Special Courts, Authorities, State Agencies, Autonomics, the Province or the Municipality of the actions or exceptions and ordinary or extraordinary appeals, including appeals, which the Association corresponds to; compromise and subject to the decision of arbitrators and friendly components, if they consider it appropriate, any interests or questions (a) judicial or extrajudicial proceedings which the Association is concerned with and with the power to attend and to depart in any state of proceedings or proceedings, and may appoint one or more members of the Board of Directors and even advisers who are not, in order to bring into effect compliance with the agreements referred to in this Article. paragraph.

(q) Adopt agreements of the competence of the General Board when the urgency of the decision is of such a nature that it is incompatible with the procrastination of that decision. In these cases, and having provisional validity of the agreements, the General Board shall be convened simultaneously to submit them for ratification.

r) Authorize the formalization of collaboration agreements.

s) Any other power or competence that is not expressly attributed in these Statutes to another body.

t) In general terms, the Board of ASICA will be covered by the most extensive powers to order, direct and administer the Association in all matters not expressly reserved for the competence of the Board general.

Art 36. 1. The Board of Directors shall meet where necessary, without having to take more than three months between its meetings.

2. The Board of Directors shall be convened by the Chair of the Entity on its own decision, either by agreement of the Standing Committee or at the request of the third party of the Council's components.

3. The call for members shall be made at least forty-eight hours in advance, with reference to the agenda, in which the proposed cases shall be included.

Art. 37. 1. The Board of Directors shall be validly constituted at the date and time provided for in the convocation, provided that half of its members are present, and shall adopt the agreements by a simple majority of those present, with the vote of the Presidency.

2. The Presidency shall be responsible to the President of the Entity or, in his absence, to the Vice-President, and in the absence of both, to the higher-age Vocal of the present. In the absence of the Secretary, he shall act as the one designated by the Council.

3. At each meeting, the Minutes will be lifted, extending in a book to the effect. The Act shall include the wording of the agreements adopted, with the expression of the incidents deemed to be appropriate.

Art. 38. The designation of the Board of Directors shall be in accordance with the following rules:

(a) The representatives of the Administration will be appointed or removed by the Ministries of Economy and Finance and Agriculture, Fisheries and Food.

(b) The representatives of the social capital shall be appointed among the founding and protective partners on the basis of their participation in the latter, in such a way that there is a representative for each fraction resulting from the division of the capital. social capital by the number of Vocals that this group is composed of.

Partners who do not reach such a fraction may be grouped to designate their representative in the Board of Directors, either with each other or with the partners who, exceeding that figure, allow them to participate in the designation of a new Vocal, racking up his remnant to the minority partners.

c) The representatives of the beneficiaries shall be elected by and among their representatives in the general meeting, by means of a vote. To this effect, an Electoral Commission, composed of a President and two Vocals, appointed by the Board of Directors, will be constituted on a proposal of the Presidency, acting as Secretary the Director-Manager or the Secretary. The Electoral Commission shall establish the rules of the election and resolve any incidents that arise.

Art. 39. 1. Members of ASICA shall be responsible for their duties for a period of four years, unless they have been terminated earlier for other reasons and without prejudice to the fact that they may be re-elected for one time.

2. They may cease in their posts, on their own request, for finding incourses in any of the causes of incapacity provided for in the commercial law, for the loss of their status as a partner or their representation.

3. The representatives of the beneficiary partners who are not aware of the fulfilment of their obligations as such beneficiary partners shall cease as ASICA members, as set out in Article 18 of these Statutes.

Art 40. In all meetings of the General Board, both ordinary and extraordinary, the Board of Directors shall be elected when there are vacancies for any reason at the time the Board is held.

Art. 41. The Board of Directors, acting on a proposal from the founding and protective partners in the event of the cessation of any or some of its representatives, may appoint, acting as an interim, another or other Vocals to replace them until the appointment is made. definitive, in accordance with the provisions of these Statutes.

Art. 42. On a proposal from the President, the Board of Directors may constitute, on a permanent or temporary basis, committees or committees, and with the powers or functions to be determined in each case.

In any case, there will be a permanent Commission, consisting of five members of the Council appointed annually by the Council itself, the Director-Manager and the President of the Association. The latter will hold the Presidency of the Commission. The Secretary shall attend the meetings of the Standing Committee without a vote.

Art. 43. It is for the Commission to decide, in particular, on the requests for consolidation proposed by the Directorate, except those which could be expressly reserved for the Board.

Apart from this specific task, it corresponds to:

(a) The functions and powers expressly delegated to him by the Board.

b) To resolve and provisionally approve, but with full validity, on those matters which, being of the competence of the Board of Directors, must be decided by the Organ of Government of the Association, either for the existence of a period of time in order to take these decisions, or because of the injury to the Association, with the delay in its actions. In that case it shall give the Governing Council a statement, in order to ratify or revoke the agreement adopted. The Standing Committee may not act as a matter of urgency, replacing the Board of Directors, in cases where the Board of Directors is entitled to act by express delegation of the General Board.

Art. 44. 1. The standing committee shall meet as many times as is necessary for operational development.

2. In the case of agreements, the Presidency and the Acts will apply the rules laid down for meetings of the Board of Directors.

3. Of the agreements adopted by the Standing Committee, the Board of Directors shall be appointed.

CHAPTER III

From the Presidency

Art. 45. The Presidency of ASICA is the personal organ to which the representation and senior management of the Entity is responsible in all acts and before all the authorities. It shall be exercised by the President, elected by the Executive Board from among its members, by raising the agreement to the Ministries of Economic and Finance and Agriculture, Fisheries and Food for ratification which shall be understood as Fifteen days, these departments have not raised objections. The appointment shall be for four-year periods, unless the termination of the appointment is made in advance of other reasons.

Art. 46. They are the faculties of the President of the Association:

a) Represent the Association and carry out in its name all kinds of performances, showing the social signature of the Entity without more Iimitations than those established in these Statutes.

b) Take over the functions of senior management of the Entity, monitoring the administration and development of social activities, and the faithful execution of operations.

(c) Call the meetings of the Board of Directors and Permanent Commission, chair them and direct their deliberations, resolving the discussions and addressing differences with a vote of quality in case of a tie.

(d) Appoint representatives of Letters or Attorneys who carry the defense and representation of the society to the Courts and the ordinary or special courts, and in front of all authorized offices and corporations, the necessary powers, and to grant to Notary powers to the effect, being able to delegate this faculty of signature.

e) Run the agreements of the Board of Directors.

f) Meet and enforce these Statutes.

g) To temporarily delegate his or her duties to the Vice-President or to his/her defect in members of the Board of Directors or the Managing Director.

h) Authorize with his signature the minutes of the meetings held by the collegiate bodies he presides and give the go-ahead to the certifications extended by the Secretary.

i) Velar because the agreements of the General Boards, the Board of Directors and the Permanent Commission are fulfilled.

j) Exercise all functions that the Board of Directors has delegated to it.

k) Propose to the Board of Directors the appointment and termination of the Director-Manager and his remuneration.

(l) To appoint and separate, on a proposal from the Director-manager, the employees or staff employed by the Association, within the rules approved by the Board of Directors.

m) Authorize with the Director-manager the provision of existing funds in bank accounts, with the power to delegate the signature.

n) To exercise the high inspection of all the services of the Association of Agrarian Caution.

n) Any other that attribute these Statutes to you.

Art. 47. The Board of Directors may elect from among its members, the Vice President of the Association, who shall assist the President in the exercise of his powers and powers and shall assume those delegated to him in accordance with these Statutes. In the event of vacancy or absence of the President, the Vice President shall replace him with the same powers.

CHAPTER IV

From Manager-Manager

Art. 48. It is for the Director-Manager to implement the agreements of the Board of Directors and of the Standing Committee, having the powers conferred on it by the Council and the limitations it gives to it.

It will be specific functions of this charge:

a) Exercise the administrative and technical direction of the Association.

b) Organize and direct all kinds of services as Head of all dependencies, making the regulations and legal provisions complied with.

c) Practice as many as appropriate to the Association, acting on behalf of the Association.

d) Order payments and authorize with the President the provision of existing funds in the bank accounts opened in the name of the Association. It may simply be signed with the firm up to the amount determined by the Council in each case.

e) Give the available funds the placement or employment agreed by the Council.

(f) To formalize the contracts approved by the Executive Board or the Permanent Commission and to sign on behalf of the Association the corresponding hobbies to the approved operations, being able to delegate this faculty.

g) Account to the Board of directors of the operations performed, contracts and endorsements formalized, keeping the current of all that relations with the same.

h) To claim the amounts that for any concept you have to perceive the Association, to make the collections and to sign the appropriate receipts and letters of payment, being able to delegate this faculty.

i) Propose the appointment and termination of employees, agents and collaborators, as well as their salaries.

j) Take the social signature for all that refers to its attributions.

k) Exercise all those functions which the Board of Directors, the President or the Permanent Commission have delegated to him.

CHAPTER V

From The Secretary

Art. 49. Under the immediate dependence of the President, a Secretary will be appointed who will be a lawyer of the Entity and will act as such in the meetings of the General Board of Directors and Permanent Commission, lifting Acts of the same as shall authorise his signature, the President's and the partners ' signature in the case provided for in Article 31 of these Statutes. These acts shall include the agreements, the most important incidents, the modality of the decisions-majority or unanimity-and special votes against them.

The Minutes will be incorporated into duly completed books.

Art. 50. The Secretary shall, on the order of the President, take up the call for general meetings, meetings of the Executive Board and the Standing Committee, drawing up the agenda, which shall begin with the reading of the previous minutes and will dedicate an end point to pleas and questions.

For cases of absence or vacancies of the Secretary, the Council shall appoint a replacement.

TITLE VII

From the economic and accounting regime

Art. 51. In accordance with the provisions of Article 7. Royal Decree 1942/1983, of May 4, the administration and disposition of the resources of the Association will be developed in regime of budget for each calendar year.

Art. 52. The revenue and expenditure budgets of the Association shall be drawn up by the Director-Manager and elevated to study and provisional approval by the Board of Directors. Its final approval will be the responsibility of the General Board, as well as the approval of the amendments necessary to be made later.

Art. 53. The financial years shall be carried out by calendar years, closing the accounting operations on 31 December and drawing up balance and the results of each financial year, which shall be shown at the social headquarters of the Association of Cautions. 15 days before the General Meeting, so that they can be examined by the members of the Board.

Art. 54. The approval of the balance sheet and the results of each financial year shall be the responsibility of the General Board, which shall meet for this purpose within the first four months of the following year. The same meeting shall examine and approve, where appropriate, the revenue and expenditure budgets of the financial year provisionally authorised by the Executive Board as laid down in Articles 35 (d) and 56.

Art. 55. The recording of economic transactions shall be carried out in accordance with the generally accepted accounting principles governing the matter, and the operations shall be recorded in the documents and books established for that purpose.

Art. 56. Expenditure not included in the budget may not be incurred, except in exceptional cases where the Executive Board, in the light of the urgency and need for expenditure, may provisionally authorise it, incorporating it into the relevant budget. proposal for amending the budget, putting it to the attention of the General Board.

Art. 57. As stated in Article 9 of these Statutes, the liquid surpluses for each financial year, when the revenue is higher than the general expenses of the Association, shall be incorporated into the Reserve and Forecast Funds.

TITLE VIII

The dissolution and settlement of ASICA

Art. 58. The Association will be dissolved for the following reasons:

a) For the impossibility of carrying out the fulfillment of the social end.

(b) When the balance sheet result reflects a loss of more than half of the share capital and the Guarantee and Reserve Funds are exhausted.

c) By agreement of the General Board, provided that it is adopted by the two-thirds of its components.

(d) By the Government, on a joint proposal from the Ministries of Economy and Finance and Agriculture, Fisheries and Food.

Art. 59. Except in the case provided for in paragraph (d) above, it shall be for the General Board to adopt the arrangements for the dissolution of the Entity, bringing such agreements to be ratified by the Ministries of Economic Affairs and Finance and Agriculture, Fisheries and Power. The General Board, acting on a proposal from the Board of Directors, shall determine, at the same time, the manner in which the winding-up may be carried out, designating liquidators in odd numbers, at least three, to be carried out.

The liquidators, in addition to the powers granted to them by the General Board, will be invested with all the necessary powers for their mission, without exception or reservation.

Art. 60. For the duration of the liquidation of the Association, the General Board shall retain its powers in accordance with the provisions of these Statutes; but it shall be stated at any time that the Association operates .

On the other hand, the appointment of the liquidators will end the performance of the Board of Directors and senior staff of the Association, who will have to pay the appropriate accounts of their management, making delivery to the liquidators of the books, vouchers, accounts and other social documents.

Art. 61. The asset that results after the settlement of all the social obligations shall be intended for the purposes agreed upon by the General Meeting, the agreement of which will require the ratification of the Administration, to which such agreements shall be made.

The General Board, last meeting to declare the present Statutes to be fulfilled in respect of the liquidation of the Entity, will take agreements that will be valid, whatever the number of partners congran.

A copy of the Minutes of the last General Meeting will be sent to the Ministries of Economy and Finance and Agriculture, Fisheries and Food.

FINAL DISPOSITION

The present Statutes, once approved by the General Meeting, will be submitted to the ratification of the Ministries of Economy and Finance and Agriculture, Fisheries and Food, whose formal approval is necessary for these to be reached. full legal effectiveness, in accordance with the provisions of Article 3 of Royal Decree 1942/1983 of 4 May 1983.