By Laws

TITLE I – General Provisions

ARTICLE 1. Under what is laid down in law 19/1977 dated 1st April, the “ASOCIACIÓN ESPAÑOLA DE GRANDES YATES”is hereby incorporated, to be known hereinafter by the acronym AEGY.

ARTICLE 2. The AEGY shall be a national-scale entity and include any businesses and businesspersons directly or indirectly involved in nautical activities in general, on condition that these are connected with yachts of at least 24 metres in length, who apply for this and who are admitted as full members, with no nationality restrictions.

ARTICLE 3. The AEGY abides by democratic principles in its organisation and operations and is incorporated for an indefinite term.

ARTICLE 4. The AEGY shall have its own full legal personality and the necessary capacity to fulfil its purpose.

ARTICLE 5. The official address of the AEGY is set as Avenida Ingeniero Gabriel Roca 44, Palma de Mallorca 07015. Any later changes of address, where applicable, shall have to be fixed by the General Meeting according to what is laid down in these By-Laws.

ARTICLE 6. The purposes of AEGY are the representation, defence and promotion of the interests of its member companies in relation with industrial activities and complementary services associated with nautical sports, in particular, of large yachts of over 24 metres in length:

a) To promote, on any territorial level, knowledge and diffusion of this activity, raising its prestige and attempting to establish an action framework favouring its business development.
b) To represent and defend the common interests of its member companies before any national or international and public or private bodies, jurisdictions or institutions, making requests and bringing action or promoting the appropriate procedures, for which purpose its governing bodies may grant general powers to Court Attorneys.
c) Defending the general interests of the business sector defined in article 2 of these By-Laws and the image of the companies belonging to the AEGY.
d) Arranging, fostering and defending business action, encouraging relations with all kinds of bodies of the state, autonomous community and international authorities.
e) Contributing to the establishment in the European Community of new rules, technical, administrative, tax and customs regulations adapting to the special characteristics of the large yacht sector.
f) Studying and proposing to public powers the establishment of any measures helping to promote and develop the nautical activity represented by the AEGY.
g) Representing and managing the business interests represented by the AEGY and maintaining contacts with trade unions and social agents who may represent interests affected by those promoted by the AEGY, negotiating any matters which may be of common interest and in particular the questions proper to collective agreements.
h) Any other purpose which is directly or indirectly connected with the business interests represented by the AEGY and which this decides to get under way.

TITLE II. On members

ARTICLE 7. The members of the AEGY shall decide by majority at a General Meeting, in secret ballot, on matters proper to its own competence. All the member companies, even those disagreeing and which have participated in the meeting, are subject to the agreements of the General Meeting, which can only be opposed by judicial channels and according to currently valid legislation. The General Meeting is the supreme governing body of the AEGY and is made up of the total number of full members.

ARTICLE 8. General Meetings may be ordinary or extraordinary and will have to be called by the President of the AEGY or by the Board of Directors.

ARTICLE 9. The ordinary General Meeting, after being called for this purpose, shall meet at least one a year within the first six months of each year, to criticise the management of the AEGY and approve where applicable the Report, the accounts and the Balance Sheet of the preceding year and determine the quotas.

ARTICLE 10. The ordinary General Meeting shall be validly constituted at the first call when this is attended a simple majority of the member companies. At the second call the constitution of the Meeting shall be valid whatever the number of members attending this may be.

ARTICLE 11. The call for the ordinary General Meeting shall be made by any valid means to accredit the notification such as post, fax or electronic mail, at least fifteen days prior to the date given for holding this. The call shall state the date and place where this is to be held and all the matters that have to be dealt with at this. It may be stated in the call that the General Meeting may meet at the second call after a period of at least 30 minutes has elapsed.

ARTICLE 12. If the properly convened General Meeting were not to be held at the first call through a lack of quorum, and the date of the second had not been stated in the call, this would have to be announced with the same requisites as the first, within fifteen days from the date of the meeting not held and eight days prior to the date of the meeting.

ARTICLE 13. The President of the AEGY or the Directors’ Meeting may call an Extraordinary General Meeting whenever this is considered of interest for the association. It will also have to convene this when requested by a number of members representing at least twenty per cent of the members of the AEGY, stating the matters to be dealt with at the Meeting in the request. In this case the meeting will have to be convened to be held within thirty days from the date on which the President or the Board of Directors of the AEGY had been required to do so by notaries’ channels. The agenda shall necessarily include the matters which had been the subject of the request.

ARTICLE 14. For the Ordinary General Meeting to be able to validly agree to transformation of the AEGY, its dissolution, any modification of the By-Laws or expulsion of any of its members, two thirds of the companies belonging to it shall have to attend this at the first call, with a majority of its members being enough at the second call.

ARTICLE 15. To attend the General Meeting and practice their right to vote it shall be necessary to be the owners of the company or where applicable, have sufficient powers to represent the company member of the AEGY. The representation may be delegated to another member of the AEGY by means of a letter sent to its President, stating in this the date on which the Meeting referred to in the delegation is to take place.

ARTICLE 16. The General Meeting shall be presided over by the President of the AEGY and in his/her absence, by its Vice-President. The President will be assisted by a Secretary who shall be the one to hold the post of Managing Secretary of the AEGY.

ARTICLE 17. The Minutes of the Meeting may be approved by the Meeting itself after this has been held or failing this at its next meeting. However, the agreements passed by the Meeting shall be executive ten days after those absent have been notified of these.

ARTICLE 18. The General Meeting shall be held at the company address or at whatever premises may be designated for this.

ARTICLE 19. Before starting with the Agenda a list of those attending shall be drawn up, stating the representation of each of these. At the end of the list the number of members present or represented shall be determined.

ARTICLE 20. The full members may request any reports or explanations that they may deem necessary about the matters included in the Agenda either in writing, prior to the session of the Meeting, or verbally during this. The Presidency will be obliged to provide them with these, through the Managing Secretary, except in cases in which, in the President’s opinion, disclosing the data requested could harm the interests of the AEGY. This exception shall not be applicable when the request is supported by at least one quarter of the AEGY members.

ARTICLE 21. Any member company may obtain a certification of the agreements passed from the Secretariat.

ARTICLE 22. Judicial opposition of an agreement shall only be valid after notifying the President of the AEGY within ten days from when the Meeting is held for those attending and the same time from the notification of the agreements for those not attending.

ARTICLE 23. The following are non-delegable powers of the General Meeting:

1) The approval of the Report, the Accounts and the Balance Sheet of business years;
2) Determination of the quotas;
3) Approval of the budgets for income and expenses; 4) Election of the President of the AEGY and ratification of their posts; 5) Election of the Board of Directors; 6) Reform or modification of the By-Laws; 7) Dissolution of the AEGY.

TITLE III. On the Governing, Management and Administrative bodies

ARTICLE 24. The Board of Directors of AEGY shall be made up of the President of the AEGY, the Vice-President, Managing Secretary and at least six members.

ARTICLE 25. All the posts on the AEGY shall be chosen by a simple majority in a secret ballot and their mandate or representation shall last for four years, their reelection being allowed.

ARTICLE 26. The Board of Directors of AEGY is the Association’s administrative body and for continuing management of the General Meeting, replacing this in the period between sessions and issuing any decisions within its competence for normal operation of the AEGY. It shall inform the General Meeting of the decisions taken in the competences delegated to it at the first session of said meeting to be held. CLOSE THIS WINDOW TO RETURN TO WEB SITE

ARTICLE 27. If any posts were to become vacant during the period for which the members of the Board of Directors were appointed, these would be provisionally covered for the remaining part of the mandate by the members that the Board of Directors considers appropriate, who shall have to be ratified by the General Meeting at the first session that this holds.

ARTICLE 28. The representation of the AEGY in court and outside this pertains to the President of this or the person delegated by the latter.

ARTICLE 29. The Board of Directors, which shall meet at least three times a year, shall be validly incorporated when the meeting is attended by half plus one of its members. The agreements shall be adopted by a majority of the members attending the session, which shall have to be called by the President or whoever may be standing in for the latter. Any discussions or agreements of the Board of Directors shall be recorded in a Minutes Book which shall be signed by the President and the Secretary, who shall be that of the AEGY.

TITLE IV. On the Presidency

ARTICLE 30. Both the President and the Vice–President of the AEGY shall be elected by the Meeting from its members, according to the rules that the Meeting itself may establish or the Internal Rules which may be passed for these purposes, which shall regulate the conditions and procedures for renovation of the mandate, as well as the processes to be followed in the event of any vacancy in the Presidency.

ARTICLE 31. President’s functions The President, who shall be the President of all the governing bodies, or the person who statutorily stands in for the latter, has the following functions:

a) Representing the AEGY in any sort of acts and if holding legal personality, entering into contracts and granting powers after an agreement of the Board of Directors;
b) Presiding over the General Meeting and the Board of Directors;
c) Directing debates and ordering execution of the agreements;
d) Exercising the specific functions attributed by regulatory norms:
e) Annually rendering information on their action and that of the Board of Directors to the General Meeting.

ARTICLE 32. The Vice-President shall assist the President in all the latter’s work and stand in for the latter with all their prerogatives in cases of absence, illness, vacancies or incompatibilities in the questions dealt with.

ARTICLE 33. Resignations/dismissals of the President and Vice-President. The President and Vice-President shall stand down from their posts for the following causes:

1) At the end of the electoral mandate;
2) At their own request, brought by the interested party to the Board of Directors, on condition that the latter accepts their resignation;
3) By a legal decision imposing the penalty of deprivation of any public office, on condition that this is for a fraud offence liable to prosecution or a decision passed according to legal provisions. 4) By forfeiting the status of full partner of the company belonging to the AEGY. 5) Through death or disabling illness.

TITLE V. Managing Secretariat

ARTICLE 34. The managing Secretary of the AEGY shall be the Secretary of the General Meeting and shall be appointed by the Board of Directors, which shall where applicable establish his/her remuneration. He/she may implement any agreements of the Board under the direct dependency of the President. The Managing Secretary, who shall also be that of the Board of Directors, with a right to speak but not vote, shall in general have the functions proper to this post and specifically:

a) That of acting as Secretary at the sessions of the General Meeting and the Board of Directors;
b) Drawing up Minutes of any sessions held and certification of their agreements;
c) Ensuring that the AEGY respects legality, warning of any possible errors of form that it might incur in the acts and agreements intended to be adopted;
d) Taking the measures required for execution of the agreements of the Governing bodies;
e) Carrying out all the steps required before Official Bodies, national and international organisations affected by the problems of the AEGY, to attempt to ensure proper procedure and undertaking of the activity which it represents;
f) Making any statistical, economic or financial studies required to learn of the situation of nautical industries and services as well as proposing measures for its improvement;
g) Under the basic norms of the Board of Directors he/she shall examine the short and long term planning, proposing any measures required for the plan to be implemented;
h) Directly or through the person delegated he/she shall supervise keeping of the funds as laid down by the Board of Directors. For this purpose he/she shall receive powers to dispose with his/her sole signature of sums up to the figure that this establishes and for any amounts over this, requiring the joint signature with the President or member of the Board who may be designated for this purpose; i) Presenting every six months to the Board of Directors a statement of accounts including any sums collected and paid as well as informing about the development of Budget execution in order for any readjustments required to be carried out in due course.

TITLE VI. Work Groups and experts

ARTICLE 35. At a decision of the Board of Directors or of the President of the AEGY, even at the simple request of a group of members over ten per cent of the ones in the AEGY, Work Groups may be set up to examine and promote specific activities either temporarily or permanently which are considered of interest for nautical activity. These work groups will be simply delegated by the Governing Bodies or President.

ARTICLE 36. Experts. The Board of Directors of the AEGY may request the President to appoint an Expert Member of this board from persons who have rendered or render special services to the AEGY. The President may furthermore freely revoke such appointments. The Expert Members shall have speaking but not voting rights, but in other aspects must attend both the meetings of the General Meeting and those of the Board of Directors.

TITLE VII Types of Members and Admission

ARTICLE 37 . There are two types of members.

1)Full members, which are companies, either legal or natural persons, who legally practise business activity as defined in article 2 of these By-Laws. Such members, formed in a General Meeting, are the ones who exclusively decide according to the majority envisaged in each case on all the matters within its own competence and attributed to this. All the member companies, even those disagreeing and who have not taken part in the meeting, are subject to the agreements of the General Meeting, which may only be opposed by legal channels and according to regulations in force. Each AEGY member shall have equivalent rights.
2)Cooperating members who may be the Concerns, Companies or persons who share with AEGY the basic purposes inspiring this organisation and who wish to cooperate in the fulfilment, extension and establishment of these. Their rights and duties are limited to participating in the deliberations, with speaking but without voting rights, when they are called to meetings of the AEGY and to fulfilling any commitments undertaken with said Association, respectively.

ARTICLE 38. Requisites for admission as a full member are practising the activity defined in article two of these By-Laws in the conditions envisaged.

ARTICLE 39. Any companies who wish to be admitted as full members of the AEGY must request this in writing addressed to the Presidency, after being presented by two full members in writing. This application must enclose the documents vouching for fulfilment of all the conditions laid down in these By-Laws as well as express statement of their knowledge and acceptance of these. The Board of Directors of the AEGY shall decide by unanimous agreement on any applications for membership.

ARTICLE 40. The AEGY shall keep a proper register containing the identification data of the member companies, as well as of their representatives, so that their composition may at all times be certifiably known. New members shall be entered in chronological order, stating the following data: – Name and where applicable company name of the company. – Date of incorporation and starting of their activities – Name of the owners, of the administrators and the legal representative for purposes of this Association with a statement of their address. – Cease of the activity or dissolution of the company, which would constitute leaving the AEGY. – Modification of ownership without ceasing the activity, which would not on the other hand mean being struck off the list. – Any other essential circumstance in the economic or business activity. – Furthermore all the companies on the list shall be obliged to inform of any modifications which may arise in the addresses of the owners, administrators or legal representatives.

TITLE VIII. Loss of membership status

ARTICLE 41. The following shall be causes for forfeiting membership status:

a) Failure to comply with the agreements of the Governing Bodies of the AEGY;
b) Action taken by the company seriously infringing the professional ethics or causing loss of prestige for the AEGY;
c) Failure to comply with the economic obligations stemming from their business activity;
d) Failure to pay the quotas established to contribute to the purposes of the AEGY;
e) Any other cause which the General Meeting may previously have agreed on. The status of member shall similarly be lost:
a) By voluntary departure, informing the Board of Directors. Voluntary departure shall have to be made known by the member three months in advance.
b) By ceasing to practice the activity. The departure of a member, both voluntary or forced, shall not release them from payment of the quotas pertaining to the time that they were members of the AEGY, losing in turn all their rights from the date of departure. Furthermore, any member leaving for any reason is obliged to answer for any economic obligations previously undertaken.

TITLE IX. Rights and duties of members

ARTICLE 42. The following are rights of full members of the AEGY:

a) Electing and being elected freely and by secret ballot for management and representation posts on the AEGY.
b) Informing and being properly informed of the development and actions of the AEGY and any questions affecting this.
c) Being involved according to statutory norms in the economic and administrative management of the AEGY, as well as in any services, works or institutions that this establishes or in which it participates.
d) Using the services that the AEGY may have available.
e) Examining the accounts and minutes, as well as criticising, by means of a motion at the General Meeting, its work or that of any governing or management body of the AEGY. The tax processing of its accounts and of the income and expenditure of the AEGY must be done at its corporate address, if requested in advance, during the seven days prior to holding the General Meeting which has to approve the Budgets for Income and Expenditure and the liquidation of accounts. Any cooperating member companies shall have the same rights as full members but without voting rights. For all purposes each member company shall have a single representative and in the case of full members a single vote. This representative shall hold the post for which they were designated.

ARTICLE 43. The following are duties of full members:

a) To participate in the election of representatives for the different governing bodies of the AEGY.
b) To adapt their action to the laws and rules of these By-Laws.
c) To perform the posts for which they were elected.
d) To comply with agreements legal and statutorily adopted.
e) To respect free expression of ideas and not hinder the activities of the AEGY.
f) To provide information on any questions which are not reserved matters, when they are required to do so and when this is of use for the purposes of the AEGY.
g) To pay any quotas established for contributing to sustaining the AEGY, as agreed by the General Meeting.
h) To provide the AEGY with any documents of relevance stemming from the membership relationship. Compliance of full members’ duties shall be correlated with practising their rights, meaning that those who are not up to date with their obligations shall have exercising their rights suspended.

TITLE X. Economic resources

Article 44. The resources of AEGY are made up of:

a) The ordinary and extraordinary quotas of members.
b) The ordinary and extraordinary quotas shall be approved by the Meeting, at the proposal of the Board of Directors. Paying in the quotas to the AEGY shall be done as established by the Board of Directors.
c) The fruit, income and products stemming from the goods owned by the AEGY, as well as any that may have arisen as a result of any lawful activity of the AEGY.
d) Any donations, subsidies and legacies that it may collect.
e) Any other not envisaged in the above points, allowed by law. Control and administration of the association funds shall pertain to the Board of Directors and custody of these to the Managing Secretary according to what is established in Title V.

ARTICLE 45. For each business year the AEGY shall draw up the relevant budget for income and expenditure that the Board of Directors shall submit to the General Meeting for its approval.

ARTICLE 46. In the event of dissolution of the AEGY, the General Meeting shall agree on the assignation of its funds.

ARTICLE 47. The property of the AEGY shall be made up of:

a) Any goods and rights that it possesses and any that it may successively acquire.
b) Anything acquired by donation, legacy, aid or any other lucrative concept.
c) Any shares or titles representing the capital of public or private companies and debentures or similar titles as well as intangible ownership rights which the AEGY may possess.

TITLE XI. On Inspection and Penalties

ARTICLE 48. The Board of Directors shall take proper measures in order to inspect its members’ fulfilment of the content of these By-Laws and of the agreements adopted by these or by the General Meeting.

ARTICLE 49. Any failure to abide by the By-Laws and the agreements, by act or omission, shall be penalised. The quantity and qualification of the penalties shall be determined by the Board of Directors, who shall propose the settlement to the General Meeting. If the Board of Directors, using its powers delegated from the General Meeting, were to impose any penalty, the member penalised may appeal to the General Meeting against the penalty.

TITLE XII. Dissolution of the AEGY

ARTICLE 50. The General Meeting is the sole body empowered to agree on dissolution of the AEGY. The proposal for dissolution must be made by the Board of Directors or half of the members of the Meeting, which may agree to this by a majority of three quarters of the valid votes issued at a session held for this purpose. In the event of voluntary, statutory dissolution of the AEGY or in virtue of a court order, the Board of Directors shall be constituted as a Liquidating Commission to proceed to compliance of all the obligations pending and shall assign any possible liquidation balance to purposes in agreement with the objectives of the AEGY.

TITLE XIII. Interior Rules and Regulations

ARTICLE 51. All the points for which nothing is specifically envisaged in these ByLaws may be regulated by the Board in its Internal Rules and Regulations. Such Regulations may not contain any stipulation which contradicts these By-Laws and they may also be modified by the Board.

TITLE XIV. General Provisions

Article 52. The members of the AEGY shall participate in this practising the rights recognised in these By-Laws with no discrimination whatsoever through race, sex, religion or ideology of any other sort and shall enjoy proper protection against any act which affects their professional life in some way and which stems from, is based on or justified in their membership activity.

ARTICLE 53. The AEGY may promote or may join a Business Federation of national scope to defend similar interests to the ones that it represents.

ARTICLE 54. In anything not envisaged by these By-Laws current Law 19/1977 dated 1st April shall apply.

Done in Palma de Mallorca this fourth April 2006.
Pablo Cornesaña Vázquez, Astilleros M.Cies S.L.
I.D. card nº 36112055 P
José García Aubert, Marina Barcelona 92 S.A.
I.D. card nº 46212525 M
Diego Colón de Carvajal Gorosabel, Astilleros de Mallorca, S.A.
I.D. card nº 1380095 G