Normativa Municipal

Zaragoza Cultural S.A.U. Statutes

Aprobación definitiva por Junta General de la Sociedad el 26.09.2014

 

Versión en castellano de los estatutos



TITLE I
NAME, OBJECTIVES AND ADDRESS OF ZARAGOZA CULTURAL

Article 1. Name and legal system.

  • 1.- With the name of "Sociedad Municipal Zaragoza Cultural S.A." has been created a local, individual commercial society, taking the shape of a limited company, which shall be governed under the conditions set forth by these Statutes and by the regulations of the Royal Legislative Decree 1/2010 of 2 July, passed by the Consolidated Text of the Law of Capital Companies.
  • 2.- Its legal regime, in the application of provision 85 ter. of Law 7/1985 of 2 April which regulates the Rules of the Local Government, shall be governed completely by private legislation, excepting matters where budgetary, accounting, financial control, efficiency control and contracting rules are applied.

Article 2. Objectives

  • 1.- The objective of Zaragoza Cultural is the conservation and spreading of the artistic, scientific, bibliographic and documentary heritage of the city of Zaragoza; the planning, programming, administration and spreading of any kind of cultural activity, directly or in collaboration with other entities; the announcement and awarding of grants, aids, tenders, prizes and cultural scholarships; the management, development and exploitation of cultural equipments, specially the Auditorium-Convention Centre of Zaragoza, both specialized and general equipments, assigned to it by Zaragoza City Council; collaboration with other public and private initiatives in cultural projects; participation in European projects and in international cooperation; any other activity that may lead to the promotion and development of the cultural fabric of the city of Zaragoza in regard to creation, production, training and spreading; or any activity related to the above mentioned activities assigned by the City Council.
  • 2. Its objectives shall be:
    • a) Preserve, increase and spread the artistic, scientific, bibliographic and documentary heritage of the City of Zaragoza, in order to favour universal access to culture.
    • b) Support local cultural industries, looking for a balance between increase of well-being and wealth.
    • c) Boost the activities of non-profit cultural organizations in order to consolidate a strong local cultural sector.
    • d) Favour interdisciplinary dialogue and the recognition of cultural diversity.
    • e) Develop a cultural concept socially useful for the city, from a perspective of culture as a booster for transformation and strengthening social cohesion.
    • f) Collaborate with initiatives that may favor the quality of the cultural management of the different entities of the city, improving the technical capacity of their managers and boosting networking.
    • g) Cooperate with cultural operators for creating new cultural publics and spreading habits of cultural consumption in Zaragoza.
    • h) Promote and spread Aragonese culture in Zaragoza
    • i) Promote culture as a tool for the external projection of the city and booster of its tourist appeal.
    • j) Commercial exploitation of the assets and activities of Zaragoza Cultural.
    • k) Spread culture within its scope action by means of all kind of activities, including those performed in the street.
    • l) Promote celebration and participation in the organization of the traditional festivals of the city.
  • 3.- In order to fulfil its objectives, Zaragoza Cultural shall have at its disposal the equipments transferred by the City of Zaragoza, including its infrastructures and facilities.
  • 4.- For the best fulfilment of its objectives, Zaragoza Cultural may engage in commercial activities related to its social objective, up to the extent agreed by its governing bodies, and may also set out any kind of agreements and conventions with national and international public and private entities and institutions as well as with any other event assigned to it and related to its field of activity.

Article 3. Registered office

  • 1.- The registered office is in the city of Zaragoza, Torreón Fortea, calle Torrenueva, 25. 50003, Zaragoza, Spain.
  • 2.- The Board of Directors could agree the transfer of the registered office in the same municipality.

TITLE II
SOCIAL CAPITAL AND SHARES

Article 4. Social capital.

  • 1.- The social capital shall be fixed in sixty thousand one hundred and one euro with twenty-one cents (60,101.21 €), represented by one hundred (100) registered shares, from number 1 to 100 inclusive, being entirely subscribed and paid. The Municipality of Zaragoza shall be the owner of all the shares.
  • 2.- The General Board may increase or reduce the social capital in accordance with the existing legal provisions.

Article 5. Shares.

  • 1.- The representative titles of the shares, that shall have the same class, series and rights, shall be included in counterfoil books with a continuous numbering, and shall be signed by the Chairman of the Board of Directors and by another manager appointed by the same Board. There may be multiple titles.
  • 2.- The shares shall not be transferable to any person other than its legitimate owner, the City Council of Zaragoza.

TITLE III
GOVERNING BODIES OF ZARAGOZA CULTURAL

Article 6. Governing bodies.

The administration and management of Zaragoza Cultural shall correspond to these organs:

  • a) The General Board
  • b) The Board of Directors
  • c) The Managing Director

Chapter I
General Board

Article 7. General Board.

  • 1.- The General Board shall consist of only one partner, the City Council of Zaragoza.
  • 2.- The Chairman and the Secretary of the General Board shall be the Mayor and the General Secretary of the Plenary of the City Council of Zaragoza, or any other person legally replacing them.
  • 3.- The Auditor General, in the exercise of its duties of controlling and auditing, shall attend, with voice but without vote, the meetings of the General Board.
  • 4.- The members of the Board of Directors who are not members of the Municipal Government and any other person to whom this right may be conceded, may attend the General Board with voice but without vote.

Article 8. Types of General Boards.

  • 1.- General Boards may be ordinary or extraordinary.
  • 2.- The General Board shall meet ordinarily within the first six months of every year, in order to ratify the corporate management; pass, when applicable, the accounts of the previous year; and resolve on the distribution of the income.
  • 3.- Any General Board not foreseen in the previous section shall be considered as Extraordinary General Board.
  • 4.- The Extraordinary General Board shall meet, when convened by the President and at the request of the Board of Directors and under petition of members of the Municipal Corporation, in the number determined by its Organic Rules on requesting extraordinary meetings.

Article 9 Duties of the General Board

Apart from the duties commented in the previous article, the General Board shall have these:

  1. Determine the number of members that shall form the Board of Directors
  2. Appoint and remove the members of the Board of Directors.
  3. Amend the Statutes of Zaragoza Cultural.
  4. Increase or reduce its social capital
  5. Issue corporate bonds or other securities that can create debt.

Other duties explicitly provided to the Board of Directors by the existing legal provisions or statutes.

Article 10. Call, constitution and agreements.

  1. The ordinary and extraordinary General Boards shall be convened by the Chairman.
  2. The General Board shall form its will as a corporate body in accordance with the administrative rules, by all the members of the Plenary of the Municipal Government
  3. Records from the meetings of the General Board will be drawn up and transcribed to the corresponding books, and signed by the Chairman and the Secretary of the General Board or by the people legally replacing them.
  4. The agreements of the General Board shall be certified as set out by article 109 of the Regulations of the Mercantile Register.

Chapter II
Board of Directors

Article 11. Board of Directors.

  • 1.- The Board of Directors shall be composed of a minimum of three and a maximum of twelve members.
  • 2.- The members of the Board of Directors shall be appointed for a period of four years.
    • The position as member shall be revocable, waivable and eligible one or more times, for periods of equal duration.
    • People legally incompatible in agreement with the existing legislation may not be members of the Board of Directors.
    • The President of the Board of Directors shall be appoint from its members.
      In any case, the Chairman of the Board of Directors shall be, being a member of the Municipal Corporation, the Mayor of Zaragoza.
    • At the proposal of the Chairman, a Vice-chairman may be appointed by the Board of Directors from its members
    • The Chairman, in case of absence, vacancy or illness, shall be replaced by the Vice-chairman, and in case of absence of both, by the most veteran member of the Municipal Corporation. In case some of them have similar seniority, by the oldest.
  • 3.- The Board of Directors shall appoint and cease the member in charge of acting as Secretary of the Board of Directors. S/he may not be a member of the Municipal Corporation and shall attend the meetings of the Board of Directors with voice but without vote, unless s/he is a member of the Municipal Corporation.
    The Secretary shall be replaced by the youngest member of the Municipal Corporation in case of absence, vacancy or illness.
  • 4.- The Auditor General, in the exercise of his/her functions as controller and auditor, shall attend with voice but without vote, the meetings of the Board of Directors.
  • 5.- The Managing Director of Zaragoza Cultural and up to six specialists appointed by the Chairman, may attend the meetings of the Board of Directors, all of them with voice but without vote.
  • 6.- The position of member of the Board of Directors does not imply a fix remuneration.

Article 12. Functioning of the Board of Directors

  • 1.- The meetings of the Board of Directors may be ordinary or extraordinary, and shall take place at first and second call.
    The Board of Directors shall meet in ordinary session, at least once every three months, at the date and time decided by the Chairman.
  • 2.- The Board of Directors shall meet in extraordinary session:
    • a) By initiative of its Chairman
    • b) The Board of Directors may be called by, at least, a third of the members of the Board of Directors, indicating its agenda in case, by request made to the Chairman and without justified cause, has not called it within a period of one month.
      • The meetings of the Board of Directors shall be called by the Chairman in written form (mail, telex, telegram, email or telefax), forty-eight hours before the foreseen date. In case of emergency, the meetings shall be assessed by the Chairman and shall include the decision of the Board of Directors on its urgency as the first point of the agenda. If this is not valued by the favourable vote of a simple majority of the attending members, the session shall be adjourned.
      • The call shall include the date, time and place of the session, as well as the agenda with the issues to be dealt with.
      • It shall not be necessary its call when all the members of the Board are present and agree unanimously to hold it.
      • For the meetings in first or second call to be valid, it shall be necessary the attendance of the majority of the legal number of members of the Board, present or represented. This quorum shall be maintained during the whole session. In any case, the attendance of the Chairman and the Secretary, or their legal replacements, shall be required.
      • In case of absence or illness, the members of the Board of Directors shall be represented by another member, in writing addressed to the Chairman.
      • In case there is no quorum, the session shall be called after two hours.
      • People whose presence may be considered to be interesting by the Chairman taking into account the issues to deal with, may attend the meetings of the Board of Directors, with voice but without vote.
      • Likewise, a representative of the workers of Zaragoza Cultural may attend the meeting of the Board of Directors, with voice but without vote.
  • 3.- The agreements shall be adopted by absolute majority of the members present at the meeting (present or represented). In case of tie in the voting, the casting vote of the Chairman shall decide.
    • - Any issue not included in the agenda, unless urgency is decided with the favourable vote of the simple majority of the attending members, shall not be delivered or agreed on the ordinary meetings.
    • - In the extraordinary meetings, only the issues included in the agenda will be dealt with, unless it is an urgent issue, all the members of the Board are present, and they agree by unanimous decision to do so.

Article 13. Responsibilities of the Board of Directors

  • 1.- The Board of Directors of Zaragoza Cultural shall have these responsibilities:
    • a) Make proposals to the General Meeting on passing the estimate of income and expenditure.
    • b) Make proposals to the General Meeting on passing the annual accounts.
    • c) Approval of the formalisation of borrowings, credits, guarantees or any financial tool at the service of the objectives of Zaragoza Cultural.
    • d) Approval of the staff and determine and modify their working conditions and their collective agreements.
    • e) Acknowledge the list of jobs and the organizational structure of Zaragoza Cultural passed by the Chairmanship.
    • f) On recruitment of staff, contracts subject to a standard regulation.
    • g) Opening of delegations, offices and local branches in the Municipality of Zaragoza.
    • h) Passing of the action policy and management of Zaragoza Cultural and its annual working programme.
    • i) Passing of the annual memory of management.
    • j) Proposal to the General Meeting on the amendment of the statutes.
    • k) Proposal to the General Meeting on the dissolution of Zaragoza Cultural.
    • l) Pursuing of administrative and judicial actions, and defence in the procedures initiated against Zaragoza Cultural in relation to the competence of the Board.
    • m) Disciplinary correction in case of very serious offences, including the dismissal of the staff involved.
    • n) Dictate the working rules of the Board in the issues not included in these Statutes and in the regulations of the local government on collegiate bodies and passing, where appropriate, of internal rules of procedure.
    • o) Modification of the registered office.
    • p) Nomination and cessation of the Secretary of the Board of Directors.
    • q) Other functions granted by these Statutes and those expressly assigned by the current legislation.
  • 2.- The Board of Directors may delegate its competences to the Chairman, the Vice-chairman and the Managing Director, excepting those competences referred to articles a, b, c, j, k, l, m, n, o, p, of the previous paragraph of this article.

Article 14. Competences of the Chairman of the Board of Directors.

  • 1.- The Chairman, as executive organ of the Board of Directors, shall have these functions:
    • a) Represent Zaragoza Cultural in any judicial and extrajudicial issue before the tribunals, corporations, authorities, and natural and legal individuals of any condition; as well as taking legal actions in the event of an emergency, without prejudice to a subsequent confirmation by the Board.
    • b) Decide the agenda, summon, preside, suspend and adjourn the sessions, and conduct the proceedings, and casting a tie-breaking vote.
    • c) Publish, implement and enforce the agreements of the General Meeting and the Board of Directors.
    • d) Command fixed expenses and ordinary cares, within the legal and statutory limits. S/he may delegate in the Managing Director.
    • e) Manage and supervise the services and activities of Zaragoza Cultural.
    • f) Propose the action headlines of Zaragoza Cultural to guarantee its management.
    • g) Propose to the Board the nomination of the Managing Director
    • h) As far as recruitment is concerned, the agreements not attributed to the Board of Directors.
  • 2.- The Chairman shall delegate all or some functions to the Vice-chairman.
    The Vice-chairman shall replace the Chairman in case of absence, illness or any other justified cause, with his/her same competences.

Article 15. Delegation of competences: Delegate Members of the City Council and the Executive Board.

  • 1.- The Board of Directors may delegate all or part of its tasks, except those indelegable by law, in one or more Delegate Members of the City Council or in an Executive Board formed by three or more Members of the City Council, all without prejudice to the duties that may be granted to any member.
  • 2.- The Secretary of the Executive Board shall be the Secretary of the Board of Directors. The sessions of the Executive Board may be attended, with voice but with no vote, by other people performing advisory functions
  • 3.- The Auditor General, in the exercise of his/her duties of control and auditing, shall attend with voice but with no vote, the meetings of the Executive Board.
  • 4.- The permanent delegation of any task of the Board of Directors to the Executive Board or to the Delegate Member of the City Council, and the nomination of the administration members that may hold those positions, shall require to be valid the favourable vote of two thirds of the members of the Board. This shall not produce any effect until its entry in the Mercantile Registry.

Chapter III
Managing Director

Article 16. Nomination and termination.

The Managing Director shall be appointed by the Board of Directors upon a proposal of the President and shall be subjected to Zaragoza Cultural by a special working contract of senior management. His/her dismissal and separation may be done freely by the Board of Directors

Article 17. Duties.

  • 1.- The Managing Director shall carry out the general coordination of the activities of Zaragoza Cultural, ensure an efficient management according to the objectives defined, draw up the proposal of annual budget and assume the role of manager. Therefore, s/he shall be responsible of any question on the organization of Zaragoza Cultural, the control of the budget and the monitoring of a day-to-day management of Zaragoza Cultural.
  • 2.- The Managing Director shall have the powers conferred by the Board of Directors, in any case, including these:
    • a) Develop the policies and headlines of the activities of Zaragoza Cultural, following the criteria established by other Bodies, in agreement with its competences.
    • b) Manage and plan the annual objectives fixed, especially those related to the management and exploitation of the contents of Zaragoza Cultural.
    • c) Prepare and present any report or proposal estimated by the Board concerning the activities of Zaragoza Cultural or that may result in a better achievement or performance of the interests of Zaragoza Cultural.
    • d) Sign the mailing, receipts, invoices, drafts, and in general, any document required for carrying out its duties, notwithstanding the delegation or empowerment of other people.
    • e) An effective exercise of the ordinary representation, administration and management of Zaragoza Cultural, in accordance with the provisions of these Statutes
    • f) Attend, with vote but without voice, every meeting of the Board of Directors.
    • g) Management and control of all the staff of Zaragoza Cultural.
    • h) Implement and enforce the agreements of the Board of Directors, following the instructions of the Chairman.
    • i) Present draft resolutions to the decision-making bodies of the City Council.
    • j) Correct and impose sanctions for minor faults
    • k) Develop the organizational structure of the staff.
    • l) Inform diligently to the Board of Directors and Chairman about the actions and issues affecting the management of Zaragoza Cultural.
  • 3.- Director-level staff shall be subject to the regime of incompatibilities applied to Public Administration workers.

TITLE IV
FINANCIAL REGIME

Article 18. Financial period.

The financial period shall be the calendar year, excepting the first period, that shall start at the creation of Zaragoza Cultural and shall terminate the thirty-one of December of the same year.

Article 19. Annual statements.

  • 1.- Within a maximum period of three months after closing the financial year, the Board of Directors shall draw up the annual accounts, the management report and the draft for applying the results, as well as in its case, the management report consolidated.
  • 2.- The annual accounts shall include the balance sheet, the profit and loss account, an statement reflecting the changes on the net asset of the year, an statement, where appropriate, of the cash flows, and the memoir.
  • 3.- All the documents of the Chairmanship shall be reviewed and passed by the Board of Directors, called in ordinary session.

Article 20. Regulations on patrimony, agreements, budgets, accounting and control

  • 1.- Zaragoza Cultural shall be in agreement with the governing regulations of the Local Tax Authorities and what is established in the Organic Rules of the City of Zaragoza, specifically with regard to revenue and expense forecasting, annual action programs; investment and funding, accountancy and control and audit; notwithstanding commercial regulations.
  • 2.- In accordance with the provisions of the Organic Rules of the City of Zaragoza, the Municipal General Audit Office shall perform the duties of control and audit of Zaragoza Cultural, in accordance with the regulations established by the applicable legislation.
  • 3.- With reference to its property, Zaragoza Cultural shall create and keep up to date an inventory of all its goods and rights, as well as the goods that may be assigned to them for performing its duties.
  • 4.- The inventory shall be amended, where appropriate, every year on December 31st and subjected to the Board of Directors.
  • 5.- With regard to recruitment, public procurement rules shall be enforceable. Likewise, Zaragoza Cultural has the condition, as an independent body serving the City of Zaragoza, for assignments on issues related to its social goal.

TITLE V
DISSOLUTION

Article 21. Causes.

Zaragoza Cultural shall be dissolved by agreement of the General Board, when some of the causes established in the commercial legislation are met and by the deletion of the service agreed by the Municipality as holder.

TITLE VI
JURISDICTION

Article 22. Jurisdiction.

  • 1.- Zaragoza Cultural shall be submitted to the common rules on competence and jurisdiction applicable to private legal entities, notwithstanding of the responsibilities applicable in accordance with the nature of the goods and rights forming its patrimony.
  • 2.- Disagreements shall be submitted to the competence of the courts of Zaragoza.