Statutes BCV Municipal Services
You can download the Statutes of BCV Municipal Services S.L. in this PDF file:
TITLE I. NAME, AIM, ADDRESS AND DURATION
1st Article. Name
With the name BCV Municipal Services S.L a municipal commercial partnership is formed, which will adopt the form of limited partnership, which will be regulated by the present statutes and the legal dispositions that could be applicable to it at any time.
With this name, or with the abbreviated one of BCV Public Services SL; will turn all the contracting and commercial and industrial activity of the Limited Partnership; embracing this commercial name and the identifying logo it could be provided with as well, to the corresponding rights of industrial property.
2nd Article. Aim
The Partnership has the aim:
1.- The management, exploitation and administration of the public services of home supply of drinking water, sewage system and water treatment, including every phase of the integral cycle of water, as well as the maintenance, reposition, improvement and expansion of networks and construction of hydraulic infrastructures, deposits, water harvesting and reservoirs, water supply and commercialization, as well as of all those accessories, complementary and derived from these services.
2.- The management and exploitation of the business of production, sales and use of electric energy, and other energy resources as well.
3.- The management and exploitation of the service of solid urban waste collection and the street cleaning.
4.- The provision of services of general cleaning.
5.- The promotion of economic and social activities that contribute to the development of the township of Benalup-Casas Viejas, fostered by actions that generate richness and employment through new business initiatives as well as through taking part economically in operating company projects or with the non financial participation that contribute to the development of these business and social initiatives.
6.- Channeling and managing, directly or indirectly, the different kinds of grants, subsidies and normal and/or special loans, as well as the advantages
7.- The establishment of agreements of collaboration with the state and autonomous employment services in terms of training and occupation.
8.- The study, promotion, management or execution of any kind of urban activity as well as the promotion of houses within the municipal township of Benalup-Casas Viejas.
9.- The execution of urban constructions of public roads.
10.- The promotion, management and execution of lands destined to productive uses and industrial naves as well, within the municipal township of Benalup-Casas Viejas.
11.- The realization of as many labors as needed for the preservation, maintenance and reparation of public buildings.
12.- The management, exploitation and administration of facilities and complexes of municipal services, including the sports, tourist, environmental, catering and other facilities agreed by the City Council of Benalup-Casas Viejas.
13.- The creation and conservation of gardens, as well as of its related activities, preparatory, derived, complementary and accessory.
14.- The management of the parking service of vehicles in parking lots promoted and exploited by the City Council and on public roads as well.
15.- The management of the removal service of vehicles from the public road.
16.- The management of the service of urban collective transport.
17.- The provision of security and surveillance services.
18.- The practice of notifications with acknowledgement of receipt that the City Council of Benalup-Casas Viejas carries out in its municipal township as well as the delivery service of general correspondence in the locality.
19.- Any activity aimed at the boost of the interactive use of the information and communication technologies, in order to ease the participation and communication with the neighbors, for the submission of documents and for the realization of administrative paperwork, surveys, and in the case, civil consultations.
20.- The management of any other facility or municipal service agreed by the City Council of Benalup-Casas Viejas.
21.- The management of letting personal and real properties entrusted by the City Council or by the management of the enterprise itself.
22.- Management and recollection of the local taxes.
The partnership will have the condition of in house providing and technical service of the City Council of Benalup-Casas Viejas, which can do every kind of management assignments to it, related with its social subject.
The enumerated activities in the paragraphs above could be developed by this Partnership directly or indirectly, fully or partially, depending on the nature of the service or activity to develop, being able to do so by itself through participation in other partnerships with identical or analogous subject.
It can carry out, through the proper agreements, the same aims in other townships, Organisms, Corporations and public or private Entities.
The Partnership could acquire shares of stock or participate in other partnerships of identical or analogous subject, for the development of the partnership, through the subscription of shares or stock or participations in the foundation or rising capital of themselves or their acquisition of any title, making contracts of collaboration, execution and the correspondent management.
The Partnership will have its own legal personality, once it is registered in the Business Register and will be able to exercise every kind of actions, acquire and transfer goods and take duties for the better development of its social purpose.
4th Article.- Social address.
The Partnership will have its social address in Benalup-Casas Viejas, c/ Canter s/n.
5th Article.- Duration.
The duration of the society will be undefined and it will start its operations the day before its constitution.
TITLE II. SOCIAL CAPITAL
6th Article. Social capital.
The social capital of the Partnership is fully paid and owned by the City Council of Benalup-Casas Viejas and it is three thousand and six Euros (3.606,00) Euros represented by one hundred nominative shares of stock with a valor of thirty Euros and six centimes each one (30,06), constitutive of an only type and numerated correlatively from 1 to 100 both included, and cannot be transferred or destined for a different purpose than the social subject.
The shares of stock will be represented through nominative titles and can be proceed to the emission of multiple titles.
The Partnership could rise or reduce the capital according to the legal dispositions in force, being determined by the Local Government Board the conditions and forms in which each expansion or reduction of the capital is verified.
TITLE III. BOBIES OF THE PARTNERSHIP. DIRECTION AND ADMINISTRATION OF THE ENTERPRISE.
7th Article. Bodies of the Partnership.
The direction and administration of the Partnership will be responsibility of the following bodies:
- The General Board.
- The Administration Council.
- The Management Direction.
First Section. – GENERAL BOARD.
8th Article.- General Board.
The General Board is the supreme body of the government of the Partnership and its agreements, taken accordingly to these Statutes about the affairs of its competence, are compulsory.
The General Board will be formed by the corporation of the plenary of the City Council of Benalup-Casas Viejas, when it is called specifically for this purpose.
9th Article. Functioning.
The functioning regime of the General Board, in terms of the process and adoption of agreements, will be determined by the Plenary by the legislation of local regime in force, as well as by that according to the specifically planned in the present Statutes.
10th Article. Types.
The General Board, convened in due form, will meet:
- a) In ordinary session, within the first semester of each calendar year in order to censor the social management, to examine and approve in the case, the sums of the exercise before, and to solve on the application of the result.
- b) In extraordinary session, always that the Presidency of the Administration Council considers it necessary or on request of two thirds of the members who legally form the Municipal Corporation, presenting in a writing the affairs that they consider the Board should manage. In these two last ones, the President will be on duty to convene and celebrate the General Board within the deadlines disposed by the Legislation of Local Regime.
11th Article. Summons.
The General Ordinary or Extraordinary Board will be convened by the President, according to the regulations determined for the Functioning Regime of the Plenary of the Local Corporations.
However, the General Board will be validly formed, when being present all the members of the Municipal Corporation, agree to celebrate it.
12th Article. Presidency.
The Presidency of the General Board corresponds to the Mayor. The Secretary of it will be who has the same position in the Municipal Corporation.
13th Article. Quorum.
The General Board will be validly formed in the cases collected in the Law of Local Regime, Organic Municipal Regulation and in the Regulation of Organization, Functioning and Legal Regime of Local Entities.
14th Article. Agenda
The Administration Council will set the order of the day, including also the ordinary affairs, the suggestions coming from the Council itself, and in the case, the affairs related to the last part of the second paragraph of the article 10.
15th Article. Adoption of resolutions
The resolutions of the General Board will be adopted by a majority of votes of the meeting attendees, deciding the ties by the vote of the President, if once the voting is repeated, there were a tie.
In spite of the recorded in the paragraph above, it will be necessary the favorable vote of the absolute legal majority of members of the Municipal Corporation, in order to validate the agreements that the sections b), c), d), and f), of the article 16 refer to.
The agreements of the General Board will be recorded in the Minutes that will be signed by the President and the Secretary and it will be attached to the sheet of attendance signed by all the attendees.
16th Article. Faculties
The General Board will have the following faculties:
- a) To appoint, renew and modify the Administration Council.
- b) To modify the Statutes.
- c) To rise or reduce the social capital.
- d) To emit duties.
- e) To approve the Inventory, Annual Balance, and Losses and Gains sums, the management dossier and the results distribution.
- f) The dissolution of the enterprise.
- g) Others that the Legal Royal Decree 1/2010 of the 2nd July by which it is approved the Rewritten Text of the Law of Partnership of Capital.
Second section. ADMINISTRATION COUNCIL.
17th Article. Administration Council.
The Administration Council has full power of direction, management and execution of the partnership, within the rules of the Statutes and the legal precepts in force for the Anonymous Partnerships and other business legislations.
18th Article. Arrangement.
The Administration Council will be arranged by a number of councilors that will not be lower than three or superior than eleven.
The determination of the concrete number of councilors that must form the Council at every time, always between the minimum and the maximum that this article refers to, corresponds to the General Board.
In order to being chosen as a member of the Administration Council will not require the trait of the stockholder.
They cannot be councilors the people included within the causes of incompatibility decided on the laws in force.
The Mayor will have the Presidency of the Administration Council.
The Administration Council, as the proposal of the President, will appoint a Vice President who will have the condition of councilor delegated among their members, who will have to be member of the Municipal Corporation and will exercise the functions the President delegates on him/her and in the case of absence or illness, will be the substitute.
They cannot be Councilors those people reached by the incompatibilities and prohibitions decided on the regulatory rules of the Local Regime and other dispositions in force of application.
The Councilors will carry out their positions with the diligence characteristic of an organized entrepreneur and a loyal representative and will be responsible for the Partnership in front of the City Council of Benalup-Casas Viejas and in front of the creditors for the damages that might cause the actions contraries to the law or to the Social Statutes, and even, for those damaged made with the must minimum diligence, as well as for malice, power abuse or serious negligence.
They will be specifically extent of responsibility the Councilors that may have recorded, expressly, their opposition to the application of the agreements that cause the required damage.
19th Article. Duration of the position
The Councilors will be appointed in a period of four years. They can be reelected by the Board one or more times and for period of the same maximum duration. The Board could agree at any time its division. When, because of a vacancy beforehand created the General Board appoints a new Councilor the appointment will be valid for the period pending to fulfill by the person that takes the position.
20th Article. Secretary
The Secretary of the Administration Council cannot take the condition of Councilor and will be the person who occupies the position of General Secretary of the Corporation. However, the Administration Council can appoint a Vice Secretary who will substitute the Secretary at the request of this person.
For being appointed Vice Secretary is is essential to have a Law Degree.
The Secretary will attend the meetings with voice but without vote and will record the minutes of the deliberations and resolutions of the Council, being these literally transcribed in the correspondent special book.
21st Article. Consultants.
They will attend the meetings of the Administration Council, with voice but without vote and previous call of the President, if so considered:
- The lawyer-consultant of the partnership, if someone.
- The Comptroller of the City Council of Benalup-Casas Viejas.
- The Treasurer of the City Council of Benalup-Casas Viejas.
- The specialized consultants that, in terms of the affairs to address, are deemed appropriate.
22nd Article. Summons
The Council will gather whenever the interest of the Partnership requires it and with necessary character within the first three months of each exercise to formulate the sums of the previous exercise and the management dossier, and always that it must convene General Board of Stockholder or when it is demanded by at least the third part of the Councilors, which cannot be the meeting in this case, later than fifteen days since it was requested.
It will be called by the President or by whoever is acting as President.
The summons for the sessions will be celebrated in the social establishment, will be called forty hours minimum before the meeting and it will be attached with the Order of the Day extensive to the affairs that must be addressed.
23rd Article. Adoption of resolutions
The resolutions of the Council will be adopted by the majority of votes of the Councilors attending the session, deciding the President in case of a tie. The Council will be considered validly formed when they do attend to the meeting, presents or represented the half plus one of its members. Any Councilor may confer in writing his/her representation to another Councilor expressly for the addressed meeting, communicating in writing to the Presidency.
The resolutions recorded in the minutes will be signed by the President and the Secretary.
24th Article. Vacancies
If during the period by which the Councilors were appointed may there some vacancies, the Council may appoint, as a proposal of the Presidency of the Administration Council, the people who have to hold them until the meeting of the next General Board.
25th Article. Faculties
The Administration Council will have full power of direction, management and execution of the Partnership, within the statutory rules of the precepts of the Business Legislation, without damage of those reserved to the Corporation as General Board and to the Manager Director.
Including but not limited to action and without implying a restriction of its faculties, the Council will have the following functions:
- To execute the resolutions of the General Board
- To approve or change the regulations of the exploitation service and of the interior order for a good running and working of the partnership.
- To arrange the execution of expansion and improvement works of the facilities of the Partnership.
- To arrange the collocation and inversion of the funds of the Partnership.
- To borrow the amounts of money this person considers necessary.
- To suggest the General Board the emission of duties and other titles.
- To name and separate the Manager Director and the rest of employees from the Enterprise.
- To confer these with the attributions he/she may consider convenient and set remuneration.
- To write the annual Memory and formulate the annual sums, balances, the management dossier and application of the result that must be presented to the General Board.
- To set the dates of the General Boards and determine the affairs to be addressed.
- To give every kind of contracts, purchases, sales, transactions, loans, mortgages and cancellations with the Administration and the particulars, below the conditions that considers the most appropriate, without setting aside from the subject and social purposes, except from the alienation of real properties, which must be approved by the General Council.
- To represent the Partnership in every affair of interest of itself and also in front of every kind of authority, offices and courts, whose goal is the Administration Council fully skilled to give the proper power, general or special ones, with substitution clause or without it, in favor of any person, being this person outside the Enterprise, so this person can represent the enterprise in any affair, like legal or extrajudicial, administrative, governmental, litigious-administrative, civil, criminal, or any belonging to the Authority, Jurisdiction or Tribunal in front of which it is revealed the same of the ordinary jurisdiction than in the same special jurisdictions, and also in front of the Public Administration or the State. For this purpose, will be enough that the President or any of the spokespeople of the Administration Council have been expressly authorized by this one in order to give the power, to recognize full capacity as representative of the Partnership for its consent before Public Notary or as private document.
- To interpret the present Statutes and solve the unforeseen cases in these, being valid and compulsory the resolutions that the particular adopts.
- To adopt as many determinations as considered necessaries by the direction and exploitation of the service.
26th Article. Delegation of faculties
The Council may delegate the whole or some part of its responsibilities on the President, on one or several members or on the Manager Director.
If that Delegation is permanent, it is required for its validity the favorable vote of four consultants and this will not be in force until its register in the Business Register.
Giving accounts and the presentation of balances to the General Board cannot be subjects of delegation in any case, nor were the faculties that this one concedes to the Council, just in the case it expressly authorized.
27th Article. Duties
The members of the Administration Council, councilors and other members to whom make reference the article 21 do not contract because of the positions or reasons of their participation, any personal duty or solidary related to the agreements of the partnership and they just have the responsibility for carrying out their commitments according to the Statutes and Laws in force.
Third Session.- THE MANAGER DIRECTION
28th Article. The Manager Director.
The Administration Council of the Partnership, as proposed by the President of the Council, will appoint a General Director among the people specially prepared.
The General Director will be in charge of the active direction and administration of the Enterprise.
Their relation with the partnership, as well as with the conditions in which they have to develop their functions, will be written on the labor or business contract, endorsed to it for the same purpose.
The General Director will attend, with voice but without vote, to the meetings of the Administration Council and to the sessions of the Ordinary or Extraordinary General Boards.
29th Article. Faculties
Besides those that, in each case or generally are entrusted to the Administration Council, the Manager Direction, according to the Statutes, will have the following faculties:
- To execute and enforce the resolutions of the Administration Board.
- To carry out the representation of the Partnership in all the administrative events, as well as the correspondence and the sign: with full authorization to receive receipts and payments, remove funds deposited in any bank entity, and even in the Spanish Bank, to form and raise deposits and as many events as needed for the economic working of the Partnership, in terms of the abilities conferred by the Administration Council.
- To watch the well order of accounts and other dependencies of the Partnership and to seal the approval in all the payment orders.
- To suggest the Administration Council as many measures they consider necessaries for the good course of the Partnership.
- To direct the constructions and look after the care and preservation of the facilities of the enterprise.
- To name and separate the staff of the Enterprise of the job positions that result from the diagram approved by the Administration Council and to suggest the Council the appointment and separation of the rest of staff.
- As the chief of the entire workforce, to look after the well performance of the tasks of each employee of the Enterprise.
- To represent the Partnership, in the court and confer powers with previous authorization of the Administration Council.
- To exercise all the faculties and functions that as the delegate confers to them the Administration Council.
30th Article. Delegation of faculties.
The Manager Director, previous authorization of the President of the Administration Council, may delegate some of the functions pointed in the article 29 on employees of the Enterprise.
TITLE IV. ECONOMIC REGIME AND ANNUAL ACCOUNTS
31st Article. Social Exercise.
The social exercise will start the 1st January and will finish the 31st December of each year, proceeding to the closing of the accounting department.
The accounting regime, the approval, presentation, censorship, deposit and advertising of the accounts will be subjected to the disposed in the Rewritten Text of the Law of Partnership of Capital, legislation of local tax offices and other dispositions of application.
32nd Article. Result of the Exercise.
Once covered the general expenses, interests, taxes, contributions, amortizations and restructuring, the resulting income of the exercise, if any, will be destined to the fund of legal reserves compulsory in the percentage that imperatively proceeds and to those applications that, within the legal limits, the Board agrees. All in compliance with the legislation in force regulatory of the partnerships of Limited Responsibility.
33rd Article-General Auditor.
The General Auditor of the City Council of Benalup-Casas Viejas will perform in the enterprise with the faculties that the legislation of local tax offices recognizes to it.
TITLE V. DISSOLUTION OF THE ENTERPRISE
The dissolution of the Enterprise will proceed in the assumed and form included in the legislation of local regime.
In the case of dissolution of the enterprise, all the goods, rights and duties will be taken over the City Council of Benalup-Casas Viejas.