Under the name ASOCIACIÓN ESPAÑOLA DE BANCA (AEB), which shall have its own legal personality and assets independent of those of its associates, a non-profit associative Entity is established for an indefinite period for the defense of the professional interests of its members.
The ASOCIACIÓN ESPAÑOLA DE BANCA (hereinafter referred to as “the Association”) shall be governed by the content of these Bylaws and the internal regulations approved by the General Assembly, as well as by the general provisions for professional associations in Law 19/1977, of April 1, and its implementing provisions, or any law that may replace it in the future.
Article 2
By reason of its intended purposes, the Association’s activities shall extend throughout the entire national territory.
Article 3
Its registered office shall be located in Madrid, without prejudice to the possibility of establishing Regional or Provincial Delegations, which shall be organized, following an agreement by the General Assembly, when special circumstances so advise for the better fulfillment of its purposes.
The registered office is established in Madrid, Pº de la Castellana 259D, 30th floor. By agreement of the General Council, it may be moved within the same locality.
Article 4
The ASOCIACIÓN ESPAÑOLA DE BANCA has as its object the fulfillment of the following purposes:
I.‑ Before the State Administration
To collaborate with the State Administration, at the request of its constituent bodies or on the Association’s own initiative, through the preparation of reports and studies, participation in public or private institutions or entities, the provision of projects or suggestions and, in general, through any other action that benefits the national community and is directly or indirectly related to the field of banking and financial activities, both nationally and internationally.
II.- In the international sphere
To represent the members of the Association in international organizations and forums and, in particular, in the public hearing stages of the procedures for drafting supranational regulations.
III.‑ In defense of the professional interests of the associates
To represent and defend, in all respects, the professional interests of the Associated Entities and to contribute effectively to maintaining among them the principles of solidarity, cooperation, and community contribution to the refinement and improvement of their activities and services, favoring the development and competitive evolution of companies in the sector nationally and in their international expansion, and aiming to prevent professional intrusion and any other irregular activity.
To carry out joint public disclosure and information actions, ensuring that the sector’s services to the community are correctly and widely known and appraised.
IV.‑ In the labor sphere
To intervene in the regulation of general working conditions between the Associated Entities and their staff, in accordance with the legal regulations in force at any given time, and to promote, in collaboration with other Business Associative Entities, the creation and development of bodies responsible for conducting studies and providing advice to provide economic, social, or any other data that should frame, for reasons of general interest, the limits of the negotiation of working conditions and their economic repercussions.
V.‑ In the cultural sphere
To collaborate in cultural development, especially in everything affecting the staff of the Associated Entities, being able to extend this collaboration to relations with public or private teaching and research institutions.
VI.‑ Collaboration with other Business Associations
To maintain the necessary relations with other Business Associations, as well as with their Federations and Unions, both national, of which it may form part, and foreign or international, including joining the latter, in order to achieve objectives of common interest.
T I T L E II
CHAPTER ONE.‑ OF THE ASSOCIATES
Article 5
Members of the Association shall be Banking Companies registered in the Registry of Banks and Bankers of the Bank of Spain that participate in the founding of the Association or that subsequently request admission in writing, accepting to submit to its regime and regulations, and are admitted by express agreement of the General Council.
For the purposes of determining the rights and obligations of the member banks established in these Bylaws, the figures of their individual public balance sheets shall be taken into account in all cases.
Article 6
Membership status shall be lost upon the express and formalized written request of the Entity concerned.
The loss of membership status for disciplinary reasons shall require, in addition to compliance with the requirements and procedures established by regulation, the agreement of the General Assembly by a majority of 75% of the votes of the members present and represented, calculated in accordance with the provisions of Art. 10.3 of these Bylaws.
Membership status shall also be lost, following an agreement by the General Council of the Association, when membership fees and levies corresponding to at least one year are owed and payment requests made by the General Council itself are ignored.
Withdrawal from the Association, whatever the cause, shall in no case involve the refund of fees or financial contributions.
Article 7
All members of the Association shall have the following rights:
To use the Association’s services for their own benefit and under the terms established by regulation.
To receive information on the progress and activities of the Association.
To submit proposals, initiatives, and suggestions to the governing and management bodies that contribute to the fulfillment of the Association’s purposes.
To file complaints or claims with the Presidency of the Association regarding facts or circumstances that affect the professional interests of the associate and which, by their nature, fit within the purposes of the Association.
To elect and be elected to hold a position as a Member of the Association’s governing bodies, in accordance with the provisions of these Bylaws and any internal regulations that may be established.
To participate in the election of the President of the Association, by secret and individual ballot, carried out within the General Assembly, in accordance with the provisions of Art. 10 of these Bylaws.
To participate in votes of any kind held in the Association on matters within the competence of the General Assembly, in accordance with the provisions of Art. 10 of these Bylaws regarding the exercise of the proportional right to vote.
To intervene in and monitor, through the governing or management bodies, the development of the Association’s activities.
To know the financial situation of the Association.
Article 8
The obligations of the members of the Association are as follows:
To collaborate in the best development of associative activities.
To attend all assemblies and meetings to which they are convened.
To comply with and enforce the agreements adopted by the governing bodies of the Association, including reporting to the President on the terms in which the agreements have been followed. Members of the Association, in line with its purposes defined in Art. 4 of these Bylaws, shall retain their freedom of commercial initiative in relation to the activities and operations that constitute their corporate purpose without, therefore, being obliged to seek consent or provide prior information to the governing bodies of the Association regarding the operations and their modalities that they currently carry out or intend to carry out in the future. Foreign Banks referred to in Art. 13 No. 2.c) of these Bylaws shall not be bound by those agreements of the governing bodies of the Association whose compliance on their part could imply a manifest violation of mandatory legal regulations in force in their countries of origin.
To be up to date with the payment of membership fees.
To provide the Association with the information and data it requests that are related to the normal development of its activities.
All members shall be obliged to designate the natural person who represents them permanently, who, within the internal organization of the Associated Entity, must hold the position of President, Vice President, CEO, or General Manager. Exceptionally, and in the judgment of the General Council, deciding by a majority of at least 75%, representation could fall to another person of a similar level. The representation thus granted shall be non-delegable, except for specific acts in which, following written notification to the Association accepted by its President, delegation to persons of the same categories mentioned above is admitted. All this without prejudice to the fact that, when the nature of the matters to be discussed so requires, the representative may be assisted by other persons, who in no case shall have a voice or vote in the deliberations.
Any member may be represented at the General Assembly by another member following communication to the President, in writing or by electronic means.
All members of the Association shall have the following rights:
To use the Association’s services for their own benefit and under the terms established by regulation.
To receive information on the progress and activities of the Association.
To submit proposals, initiatives, and suggestions to the governing and management bodies that contribute to the fulfillment of the Association’s purposes.
To file complaints or claims with the Presidency of the Association regarding facts or circumstances that affect the professional interests of the associate and which, by their nature, fit within the purposes of the Association.
To elect and be elected to hold a position as a Member of the Association’s governing bodies, in accordance with the provisions of these Bylaws and any internal regulations that may be established.
To participate in the election of the President of the Association, by secret and individual ballot, carried out within the General Assembly, in accordance with the provisions of Art. 10 of these Bylaws.
To participate in votes of any kind held in the Association on matters within the competence of the General Assembly, in accordance with the provisions of Art. 10 of these Bylaws regarding the exercise of the proportional right to vote.
To intervene in and monitor, through the governing or management bodies, the development of the Association’s activities.
To know the financial situation of the Association.
T I T L E III
CHAPTER ONE.‑ GOVERNING BODIES
Article 9
The Association shall be governed by the following governing bodies:
The General Assembly of associates.
The General Council.
The President.
To assist the President and the other governing bodies in the exercise of their functions and duties, as well as to direct the practical execution of their agreements, the Association shall have a Secretary General.
CHAPTER TWO.‑ GENERAL ASSEMBLY
Article 10
For the purposes of voting, and for those to be carried out within the General Assembly, a system of proportionality is established according to the following rules:
The General Assembly is composed of all members of the Association, with the presidency corresponding to the President of the Association and, in their absence, to the person who should replace them in accordance with the provisions of Art. 16.4 of these Bylaws.
Members shall have the right to speak and may participate in voting.
The mere fact of belonging to the Association as a member shall grant the right to one vote.
Taking into account the total amount of the sum of assets of the associated banks according to data from the individual public balance sheets as of December 31 of the previous year, each member shall be entitled to one additional vote for every 0.5% share in said total amount of assets. Fractions shall not be counted for these purposes.
For the purposes of this article, branches of foreign banks registered in the Registry of Banks and Bankers shall have the assets of their balance sheet in Spain counted.
The Secretary General of the Association shall have the right to speak but not to vote at meetings of the General Assembly.
Article 11
The General Assembly shall be convened in an ordinary meeting at least once a year within the first four months of each Financial Year, in order to approve the actions of the preceding year and to prepare the guidelines to be followed in the next. At this meeting, the accounts and balance sheets of the completed Financial Year and the budget for the next shall be submitted for consideration.
The President of the Association may convene the General Assembly at any time as an extraordinary meeting when important matters arise that, in their judgment, should be known and decided upon by all associates. They shall also convene the General Assembly as an extraordinary meeting when requested in writing by at least 20% of the number of associated banks.
Meetings of the General Assembly shall be held at the place indicated in the notice. When circumstances justify it, the President may agree to hold the General Assembly by videoconference or by multiple telephone conference, provided that all associates have the necessary means, the Secretary of the body recognizes their identity, and this is stated in the minutes.
The General Assembly, in both its ordinary and extraordinary meetings, shall be validly constituted on the first call when at least three-fifths of the associates attend. On the second call, the constitution of the General Assembly shall be valid regardless of the number of associates attending.
Associates must be convened for General Assemblies with a minimum of ten days’ notice for ordinary meetings and a minimum of five days’ notice for extraordinary meetings, in writing or by electronic means, accompanying the notice with the Agenda and, whenever possible, documents related to the matters to be discussed. The notice shall state the day, place, and time of the Assembly. In any case, the meeting on second call, due to lack of quorum, shall be held one hour after the time set in the notice for the first call.
The General Assembly, whatever the nature of the meeting, may only adopt definitive agreements on those issues previously included in the Agenda, unless all associates attend and it is decided by a simple majority of votes to adopt definitive agreements on topics not included in the Agenda.
Agreements adopted by the General Assembly to approve or modify the Bylaws and Regulations of the Association, to establish the amount of periodic contribution fees, to appoint and revoke the appointment of the President, or to agree on the withdrawal of members for disciplinary reasons, shall require for their validity a majority of 75% of the votes of the members present or represented. Agreements for the merger and dissolution of the Association shall also require for their validity a majority of 75% of the votes of the members present or represented. In all other cases, agreements may be adopted by a simple majority of votes of the members present or represented. In any case, votes shall be calculated in accordance with the provisions of Art. 10.3.
Agreements of the General Assembly shall be formalized in minutes incorporated into the official book enabled for this purpose, each signed by the President or the person replacing them and by the person who acted as Secretary of the Assembly.
Article 12
The General Assembly is the only governing body competent in the following matters:
To approve these Bylaws and their modifications, without prejudice to the power attributed to the General Council in Art. 3.2 regarding the change of address, as well as the General Regulations.
To appoint by vote the persons who are to hold the positions of President and Comptroller of the Association and to agree on their revocation and replacement during the course of their mandates, which in any case shall require the existence of justified cause and a minimum majority equivalent to 75% of the votes of the members present or represented.
To proclaim the Members of the General Council, as well as the persons who are to integrate the Committee referred to in Art. 27.
To determine the action guidelines that must be taken into account by the other governing and management bodies.
To approve the Association’s budgets, both in their establishment and in the justification of their expenditure.
To know and approve or censure the general progress of the Association.
To agree on the fee with which associates must contribute to the maintenance of the Association, as well as to authorize the General Council to set special levies that must be established to meet extraordinary needs, all in accordance with the rules established by regulation.
To authorize the General Council of the Association to formalize its incorporation into national business association federations or international Organizations or Associations.
To agree on the merger and dissolution of the Association, and the liquidation and destination of its assets.
CHAPTER THREE.‑ GENERAL COUNCIL
Article 13
The General Council is composed of the President of the Association and as many Members as result from the application of the rules contained in the following sections, for periods of four years, without prejudice to their possible re-election. In the event that any member bank acquires or ceases to fulfill, according to year-end data, the conditions provided for in letter a) of section 2 below, the appointment or removal of the member(s) representing it shall take place at the next Ordinary Assembly held, in which the composition of the Council shall be adjusted to the provisions of section 2 below. The same rule shall apply when a new Bank that fulfills the aforementioned conditions joins the Association.
The General Council shall be composed of the following members:
One member from each bank that has a participation share in total assets, under the terms defined in Art. 10.3.b) of these bylaws, greater than 2%.
Without prejudice to the above, banks that have a share greater than 15% shall have the right to appoint two members. The second member may be a person who holds the positions provided for in Art. 8.2 in a Bank of the same group, provided that said bank has a participation share in total assets that would determine, if it were not part of the same group, its automatic membership in the Council.
For the purposes of calculating the above percentages, which may be modified by agreement of the General Assembly, each bank shall add to its participation share in total assets that corresponding to the banks in its group that are members of the AEB.
Five members elected by the rest of the member banks of the Association not included in letters a) and c).
Three members elected by the branches of foreign banks established in Spain, with branches not being eligible if another entity of the same banking group is already represented on the Council.
The banks represented on the General Council shall appoint an alternate Member who shall attend meetings in case the titular Member is unable to do so. The alternate Member must meet the requirements established in Art. 8.2.
Except in the case provided for in the second paragraph of letter a) above, a member of an entity belonging to a banking group that already has a presence on the General Council may not be part of it.
In any case, member banks linked to credit institutions belonging to an association or employers’ organization with global representation purposes similar to those of this Association may not be members of the General Council either, unless the Council, by agreement adopted by a two-thirds majority of its members present or represented at the corresponding meeting, so decides.
The Members of the General Council who are not ex-officio shall be elected by the members of the General Assembly following the nomination of candidates by the Banks not included in letter a) of section 2 above. The members representing the branches of foreign banks shall be proposed by the group of such branches.
At meetings of the General Council, the President and the Members of the Association shall have 1 vote each. In the event of a tie, the vote of the President, or the person acting as such, shall be the casting vote.
Notwithstanding the above, any member may request, prior to the vote on any matter, that a weighted voting system be applied, with each entity being entitled to the number of votes it has in the General Assembly, to which shall be added, where appropriate, the votes corresponding to the banks in its group that are not members of the Council.
Members of the General Council, when they cannot attend a meeting and the alternate, if any, designated does not do so either, may delegate their representation to another Member, following communication to the President.
The Secretary General of the Association, when attending meetings of the General Council, shall have the right to speak but not to vote.
Article 14
The General Council shall meet at least five times a year and as many times as necessary at the initiative of the President or at the request of at least 7 Members, being convened in both cases in accordance with regulatory norms and with a minimum of 5 days’ notice, except in cases of urgency decided at the President’s discretion.
Meetings of the General Council shall be held through the physical attendance of the Members at the place indicated in the notice.
When circumstances justify it, the President may agree to hold sessions of the General Council by videoconference or by multiple telephone conference, provided that all members of the body have the necessary means, the Secretary of the body recognizes their identity, and this is stated in the minutes.
Likewise, the President may convene sessions of the General Council to be held in writing to decide on those matters which, for reasons of urgency or other circumstances, do not allow their decision to be delayed until the next ordinary session.
The General Council itself is authorized to develop what is necessary regarding the provisions of the preceding paragraphs.
The validity of General Council meetings, whatever the form in which they are held, shall be conditional on the participation, direct or by delegation, of at least half of its members with the right to vote.
Minutes shall be taken of all General Council meetings which, once approved by those attending, shall be transcribed into the corresponding Minutes Book under the signatures of the acting Secretary and President.
The General Council may appoint from among its members an Executive Committee which shall be responsible for performing the functions and activities expressly delegated to it by the General Council.
The composition of the Executive Committee shall follow similar criteria of proportionality in the representation of banks as those established for the General Council.
Article 15
To appoint, at the proposal of the President, the Secretary General of the Association, and to agree on their removal, at the proposal of the President or at the joint and justified proposal of 7 Members of the Council itself.
To propose to the General Assembly the modification of these Bylaws, as well as the approval and modification of the General Regulations of the Association that are considered convenient. Likewise, the authentic interpretation of the Bylaws and Regulations of the Association shall correspond to the General Council.
To verify that the Association’s actions effectively comply with the rules and guidelines approved by the General Assembly.
To know the expenses incurred and verify that they are in line with the budget approved for the financial year in question.
The knowledge and prior approval of all matters to be submitted to the General Assembly.
To adopt resolutions on the suggestions, initiatives, and complaints or claims of the associates.
To agree on the filing and exercise of all types of appeals and actions both in administrative and judicial proceedings, before any jurisdiction, including, without limitation, economic-administrative, contentious-administrative, civil, labor, criminal, and constitutional; as well as intervention as an interested party, co-plaintiff, or co-defendant in any appeal or action filed or exercised by third parties.
To authorize the acquisition and sale of real estate from the Association’s assets.
CHAPTER FOUR.‑ OF THE PRESIDENT
Article 16
The President of the Association is its highest representative and, consequently, shall also preside over the General Assembly, the General Council and, where appropriate, the Executive Committee.
The appointment of the President must fall, in a personal capacity, on a natural person representative of Banking in the judgment of the electors and regardless of their possible professional affiliation with an Associated Entity.
Presented by consensus by the five Banks with the highest volume of assets that have appointed members to the Council, their appointment shall correspond to the General Assembly in an individual and secret vote among the attending members, with votes being calculated in accordance with the provisions of Art. 10.3 of these Bylaws, and the appointment being for a mandate of 4 years, without prejudice to their possible re-election. As this position is strictly personal, if for any reason it becomes vacant, a new election shall be held.
For the purposes of determining the banks responsible for the presentation referred to in the preceding paragraph, each bank shall add to its participation share in total assets that corresponding to the banks in its group that are members of the AEB.
Should the position of President become vacant or should the President be absent for any reason, they shall be replaced for all purposes and in the exercise of all their functions by the Member designated from among themselves by the banks referred to in section 3 above or, failing that, by the oldest person among those acting on behalf of the Members of the General Council of the Association belonging to said Banks. In these cases, the Member acting as President, in matters of voting, shall combine their own vote and that corresponding to the Presidency, which shall retain its casting nature.
Article 17
In addition to those delegated by the General Council, the President of the Association is responsible for the exercise of the following functions:
To legally represent the Association in all relations it maintains with the State Administration and its Bodies, as well as with any other Entities or natural and legal persons, public and private, also holding the representation of the Association in all types of public or private acts to which it is convened.
To preside over the General Assembly of the Association and all its other governing bodies.
To ensure compliance with the general guidelines for the Association’s actions set by the General Assembly and to monitor compliance with the agreements adopted by it and by the other governing bodies.
To submit for the approval of the General Assembly the budget for the coming Financial Year and the balance sheets and vouchers of income and expenditure for the preceding Financial Year.
To propose rules and guidelines for the best development of the Association’s activities and for the most exact fulfillment of its purposes.
To convene, on their own initiative or at the request of the associates, in accordance with regulatory norms, the General Assembly and the other governing bodies.
To propose to the General Council the appointment of the person to hold the position of Secretary General and to the Assembly the person to hold the position of Comptroller.
To sign and formalize, as the legal representative of the Association, any document, public deed, or private contract affecting its interests.
To agree on the internal organization of the Association’s services, at the initiative of the Secretary General.
In use of the powers attributed to the President of the Association in this article, they shall be responsible for the legal representation of the Entity before any body or judicial authority and before any jurisdiction, whether general or special, being empowered to perform, on behalf of the Association, as many acts as are appropriate for the fulfillment of its purposes, without any limitation and with the possibility of appointing agents, proxies, solicitors, and lawyers, granting them the corresponding powers of representation so that they may act on behalf of the Association.
T I T L E IV
CONTROL AND MANAGEMENT BODIES
CHAPTER ONE.‑ COMPTROLLER
Article 18
The General Assembly, on an annual basis and for each Financial Year, shall appoint one or more persons to act as Comptrollers, whose election must always fall on representatives of Entities belonging to the Association.
The Comptrollers shall have, as a specific function, the supervision and control of all accounts, expenses, and income of the Association during the Financial Year for which they are appointed and until its results are definitively approved by the General Assembly. The Comptrollers, who shall be accountable for their actions to the General Assembly, shall be empowered to request any clarifications and verifications they deem pertinent in relation to the economic control of the Association.
Given the nature of these positions, if for any circumstance any of them should become vacant during the course of a Financial Year, the General Council shall proceed to appoint a new Comptroller who shall act until the submission and approval of accounts for the Financial Year in question.
CHAPTER TWO.‑ SECRETARY GENERAL
Article 19
The Secretary General of the Association shall be appointed, at the proposal of the President, by the General Council, which may agree on their removal at the proposal of the President or at the joint and justified proposal of 7 Members of the Council itself. They shall direct the activities of the management and administrative bodies or services of the Association and shall be accountable for their actions to the General Council. All staff providing professional services for the Association shall depend hierarchically on them. They shall also be in charge of a membership register book.
The Secretary General may be part of all governing bodies of the Association with the right to speak but not to vote.
The performance of the position of Secretary General shall necessarily require full professional dedication to the service of the Association.
T I T L E V
EXECUTIVE AND FUNCTIONAL ORGANIZATION OF THE ASSOCIATION
Article 20
The General Assembly, at the proposal of the General Council, shall be responsible for the approval, where appropriate, of the texts of the Association’s own Regulations.
These texts shall regulate, in the necessary detail, both the aspects relating to the functional, executive, and economic organization of the Association, and those referring to its relations with the governing bodies and with the associates, all in accordance with the content of these Bylaws and legal provisions, taking into account at all times the purposes that constitute the object of the Association.
The President of the Association may establish, in compliance with the provisions of the Regulations or what is agreed upon by the governing bodies, as many rules as they deem appropriate for the improvement and better performance of the various services of the Association.
Article 21
The Association’s Regulations may be modified whenever circumstances so advise, in accordance with the same system and competencies established in the previous article for their approval.
T I T L E VI
ECONOMIC RESOURCES
Article 22
To fulfill its purposes and meet its obligations, the Association shall have its own independent assets, which shall consist of:
The founding capital, consisting of the initial contributions of the founding members, as well as the entry fees of those who subsequently join the Association, the amounts of which shall be set by the General Council.
The periodic contribution fees that the General Assembly agrees upon for each Financial Year.
Special assessments that may be agreed upon by the General Council to address specific and concrete purposes or objectives authorized by the General Assembly.
Subsidies that the Association may receive.
Donations or legacies of which the Association may be a beneficiary, subject to acceptance by the General Council.
The amounts to be paid by each member for periodic contributions shall be distributed into two fees:
A fixed fee of an identical amount for all associates, equivalent to the result of dividing 20% of the budget by the number of members of the Association.
A proportional fee which shall be the result of distributing 80% of the budget in proportion to the percentage of each bank’s participation in the total sum of the assets of the associated banks as of December 31 of the preceding year. In the case of branches of foreign banks, the total assets of their balance sheet in Spain shall be taken into account.
Article 23
The administration of assets of any nature owned by the Association shall correspond to the Secretary General or the person designated by the President, in accordance with the guidelines received at any time from the governing bodies based on their respective competencies and, in any case, under the control of the Auditors.
The opening of accounts or deposits of any nature, as well as the investment and disposal of funds and balances, shall require the joint signature of any two of the persons holding the positions of President, Secretary General, and Treasurer, in accordance with the rules set forth in the regulations based on the amount of the investment or expenditure and the purpose to which they are dedicated.
T I T L E VII
DISCIPLINARY RULES
Article 24
The agreements adopted by the different governing bodies of the Association within the scope of their respective competencies shall be binding on all associates who, when appropriate, must adopt the necessary measures within their own internal organization to abide by and comply with those agreements.
Article 25
Disciplinary measures, adopted within the Association itself, may be applied to those actions and conducts of associates that involve a breach of duties toward the Association, contempt for the governing bodies, breach of secrecy, discredit, material or moral damage or prejudice to the Association itself, or irregularity in the exercise of professional activity that is directly or indirectly harmful to the rest of the associates.
The aforementioned generically listed conducts shall be included and classified in a regulatory text.
Article 26
The sanctions that may be imposed as a result of having engaged in any of the conducts generically listed in the previous article, and which will subsequently be included and classified in the Regulations, are as follows:
Verbal warning.
Written warning.
Private reprimand.
Public and written reprimand, which shall be notified to the remaining associates on a confidential basis.
Temporary suspension from the Association.
Temporary suspension from the Association.
Article 27
The adoption of disciplinary measures shall always require the processing of a written procedure in which there will necessarily be a stage for evidence and a hearing for the accused party.
For such function, a Committee shall be appointed consisting of individuals expressly chosen in accordance with the provisions of Art. 12.c), and whose composition shall follow similar criteria of proportionality in the representation of members as those established for the General Council.
T I T L E VIII
MERGER AND DISSOLUTION OF THE ASSOCIATION
Article 28
The Association may merge with other similar associations in the financial sector that carry out equivalent activities. The merger must be agreed upon by the General Assembly at the proposal of at least fifty percent of the members, when these represent at least seventy-five percent of the votes calculated according to the provisions of Art. 10 of these Bylaws.
Article 29
The Association may be dissolved:
By legal provision.
By agreement of the General Assembly at the proposal of at least fifty percent of the members, when these represent at least seventy-five percent of the votes calculated according to the provisions of Art. 10 of these Bylaws.
Article 30
Once the dissolution of the Association has been agreed upon, the General Assembly shall entrust the General Council, with the assistance of the necessary technical professionals, with the liquidation of the Association’s assets, which shall be allocated as the General Assembly itself decides, by simple majority of votes, calculated in accordance with the provisions of Art. 10 of these Bylaws, from among three specific proposals formulated in writing by the President, which in no case may undermine the non-profit nature of the Association.
TRANSITIONAL PROVISIONS
First
The fee system established in Art. 22 of these Bylaws shall apply in the financial year in which the Assembly approves the modifications, based on the total asset figures as of December 31 prior to said financial year.
Second
The appointment of the Members of the General Council referred to in Art. 13.2 of these Bylaws shall take place at the first General Assembly held after their approval, or at the Assembly itself in which said approval takes place if expressly provided for in its notice of meeting.
The term of office for the positions of Members of the General Council of the Association being four years, said period shall be counted from the moment of their appointment by the General Assembly; however, in order to avoid the periodic renewal of all persons appointed to the positions of Members of the General Council referred to in letters b) and c) of section 2 of Art. 13 in the future, the first term of 50% of said Members (determined by lot) shall have a duration of 2 years, all without prejudice to their possible reelection for a new full term.
Third
Without prejudice to the provisions of Art. 22.2.b) of these Bylaws, and in order to avoid substantial alterations in the current system of associate fees, the proportional fee provided for therein shall be determined on a transitional basis in proportion to the individual percentage of participation of each bank in the total sum of the own and third-party resources of the associated banks as of December 31 of the preceding year.
For these purposes, third-party resources shall consist of the various Liability items corresponding to Customer deposits, Debts represented by marketable securities, and Subordinated liabilities; and own resources by item 1 Equity of the Net Worth, all from the public balance sheet model in force as of December 31, 2012. In the case of branches of foreign banks, the same items of their balance sheet in Spain shall be taken into account. The General Council of the AEB is expressly authorized, in the event of modification of the public balance sheet models, to determine the equivalence of those items with any new ones that may be established.
The General Assembly of the Association, at the proposal of the General Council, may at any time agree to the end of this transitional period and, as a consequence, the entry into force and full validity of Art. 22.2.b) of the Bylaws.
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