STATUTES

of the Association of Aeronautical Training Schools

TITLE I

ARTICLE 1º .- The Association is established under Law 19/1977 of April 1, under the name of GROUP OF AERONAUTICAL TRAINING SCHOOLS, (AEFA), and will be governed, in addition to said laws, by these Statutes and all other legal or regulatory provisions that are applicable.

The association is a business association and will not be for profit.

ARTICLE 2º .- The primary objective of the Group is the representation, management and defense of the interests of the Approved Training Organizations (ATOs) by the Spanish aeronautical authority, dedicated to aeronautical training that meet the requirements established in these Statutes.

The Association will carry out all actions and activities necessary to achieve the aforementioned objectives and especially the following:

a) Promote and strengthen ties of friendship, cooperation and solidarity among businesspeople in the sector, as well as maintain cooperative relations with other individuals, organizations and entities, both public and private, that pursue similar goals.

b) To represent its members in general before the relevant official bodies for consultation and decision-making. It may also assume representation at the request of a party in particular matters of a member.

c) Collaborate with official bodies of a territorial, institutional and corporate nature in agreements, conventions, negotiations and in procedural acts and procedures such as those for the preparation of general provisions in which, in accordance with the legal system, the Businessmen of the sector are interested parties or must be mandatorily heard, collective labour bargaining, the raising of collective labour disputes, social dialogue and institutional participation in public administration bodies, as well as in those in which the participation or advice of this Group is required.

d) Represent the sector at meetings, round tables, specialised fairs, exhibitions and other similar events, promoted by the Association itself or by any public or private entity, which result in the better organisation, knowledge and expansion of the sector in general and its services in particular. To this end, the Association may publish books, bulletins, brochures and publications that are necessary for the purposes of this Association.

e) Promote, in the service of national interests, the best and broadest economic, social, technological and professional development of the sector.

f) Promote the knowledge and expansion of professional aeronautical education, both nationally and internationally.

g) Provide advice of all kinds to its members and organize and promote those services that result in the best development of these and of the Group.

h) Initiate procedures and exercise actions of an administrative or jurisdictional nature for which the Group is authorized, in defense of the interests of the sector and its own members.

i) Defend and represent, when required by the Group, the interests of its members in the area of ​​collective bargaining, and may enter into collective agreements for one or more of its members.

Under no circumstances may the Group exercise control over the economic and business activities of its members.

The territorial scope of the Group will be national.

ARTICLE 3º .- The Group is established for an indefinite period of time and will have its registered office in Madrid, O’Donnell street no. 10, 4º dcha., enjoying its own legal personality, in accordance with art. 31 of Law 19/1.977 of April 1.”

TITLE II

ARTICLE 4º .- 1. The Group will be made up of partners, who must have the status of Approved Training Organizations (ATOs) by the Spanish aeronautical authority.”

2. Likewise, Aeroclubs, Associations and Groups, whether unionized or not, that meet the following requirements may also become members, even if they are not an Approved Training Organization:

a. They can be classified as “collaborating entities of the Spanish Aeronautical Administration, or entities aimed at promoting activities related to civil aviation and the “effective defense of the interests, training and advice of said aeronautical sector.

b. These associative entities have Approved Training Organisations (ATOs) or ATO/DTO training schools among their associates, and issue a responsible declaration in this regard, stating this and duly identifying them in writing addressed to the Secretary of AEFA.

 

ARTICLE 5º .- To acquire the status of member it will be necessary to meet the following requirements:

a) Meet the conditions indicated in the previous article.

b) Be provisionally admitted by the Board of Directors with the mandatory and subsequent ratification of the Assembly. If the Board does not admit the candidate, he or she may appeal to the first General Assembly held by the Association and this Assembly will make the final decision. For these purposes, the Board is obliged to notify the interested party, at least ten days in advance, of the place, day and time of the first Assembly.

c) Pay the entrance fee set by the Assembly, as well as the monthly fee established by the Assembly at any time.

Likewise, he/she must pay the proportional part of the existing company assets at that time, to equalize with the rest of the partners.

ARTICLE 6º .- Members may be represented in the bodies of the Association by their legal representative or by any person duly authorized to do so.

Where applicable, the associative entities that have Approved Training Organisations (ATOs) or ATO/DTO training schools among their members will represent them by the provisions of these statutes.

The secretary will keep a Register of members, which will be available for consultation at the registered office.

ARTICLE 7º .- Rights of the partners

Partners will have the following rights:

a) Participate in the Assembly with voice and vote, being electors and eligible for the positions of the Association in accordance with the provisions of these Statutes. The associative entities that have Approved Training Organizations (ATOs) or ATO/DTO training schools among their associates, even if they represent various ATOs, will only have the right to one vote.

b) Be informed about the operation and development of the Group’s activities, its financial situation and in general about any aspect that may be of interest to them.

c) Consult the Register of Members, the Minutes Books and the Accounting Books.

d) Enjoy the benefits derived from the Group’s activity, participating in the events and benefiting from the services that it provides for them.

With regard to those agreements, arrangements or contracts that have been managed or have begun to be managed prior to the incorporation of new partners, they will not have the right to benefit from such agreements, arrangements or contracts until two years have passed since their incorporation, unless expressly authorized by the partners who may be affected.

e) Participate, where appropriate, in accordance with the Law, in the distribution of the assets of the Group when it is dissolved.

f) Formulate, in due time, proposals to be debated at the Assembly. In the event that they are formulated by associative entities that have Approved Training Organisations (ATOs) among their members, they must state on behalf of which ATO they are doing so.

ARTICLE 8º .- Obligations of the partners

Partners shall be required to:

a) Comply with these Statutes and the agreements validly adopted by the organs of the Association, to which even dissidents and those who did not participate in the meeting in which they were adopted will be subject, taking into account the provisions of the penultimate paragraph of Article 2.

b) Attend the shareholders’ meetings

c) Contribute to the maintenance of the Association, punctually paying the dues or contributions that correspond to them in compliance with the provisions of these Statutes or the agreements validly adopted by the governing bodies.

d) Partners that are associative entities that have associates who are Approved Training Organisations (ATOs) or ATO/DTO training schools, must inform the Secretary or the Management of AEFA, when requested by these bodies, who are the ATOs that they have among their associates, identifying them with the name of the legal entity, legal address and CIF.

ARTICLE 9 .- Members will cease to belong to the Association for any of the following reasons:

a) By voluntary withdrawal communicated by certified letter addressed to the Association with a three-month notice period.

b) By agreement of the Board of Directors ratified by the Assembly, in the event of repeated non-compliance by a member of any of the obligations arising from these Statutes, of the validly adopted agreements or, in the event that, in the opinion of the Assembly, the member’s behaviour has caused or could cause some type of harm to the Association.

c) Non-payment of more than two monthly installments, whether consecutive or not.

Failure to pay a fee will result in a warning letter addressed to the debtor member by the Manager of the Association, reminding him of the breach of the obligation. The second breach will result in definitive withdrawal with the only requirement being that said withdrawal be communicated to the member.

d) Aeroclubs or associative entities when they do not have Approved Training Organisations (ATOs) or ATO/DTO training schools among their members.

e) Members who cease to belong to the Association shall under no circumstances have the right to claim any type of funds in the event of its dissolution.

TITLE III

ARTICLE 10.- The operation of the Group and its bodies shall at all times be in accordance with democratic principles.

ARTICLE 11º .- The organs of the Association will be the Assembly of Members, the Board of Directors, the President, Secretary, Treasurer, members and the Manager, if applicable.

 
Chapter I: Of the Assembly

ARTICLE 12º .- The Members’ Assembly is the sovereign body for the formation and expression of the will of the Group and all members will be part of it, with voice and vote.

The President and Secretary of the Assembly shall be those of the Board of Directors. If they are not present, they shall be replaced by the Treasurer and the Manager, respectively, and if this replacement is not possible, by the members or by whomever the Assembly itself chooses at any given time.

ARTICLE 13.- The call for the Shareholders’ Assemblies shall be made by the President, who may delegate this power to the Secretary, either on a general basis or on a specific basis for each case, with at least two weeks’ notice, by sending the shareholders a written communication which must state the Agenda, place, date and time planned for the meeting at the first and second call, and with at least thirty minutes between the two. Up to one week before the date planned for the Assembly to be held, the shareholders may send the Secretary proposals to be included in the Agenda, and the Secretary must in such case immediately inform the shareholders of such proposals.

The Assembly shall meet in ordinary session at least once a year to examine and approve, where appropriate, the balance sheet for the previous financial year and the budget for the current year.

The Assembly shall also meet in extraordinary session as often as it is called by the Board of Directors or when requested by one third of the members. In the latter case, the members must send a letter to the Board of Directors indicating the matters that must be discussed, and the Assembly must be called within one month of receipt of the request, and include said matters on the Agenda of the meeting, along with any others that the Board itself or its President consider appropriate.

The call for the Assembly shall be made by fax, telegram or any other means accepted by law, except when all the partners are present and decide to hold an Extraordinary Universal Assembly.

ARTICLE 14.- In order for the Assembly to be considered validly constituted at the first call, it is necessary that half plus one of the partners be present or represented; at the second call, the Assembly will be considered validly constituted regardless of the number of partners present or represented, provided that at least two partners are present.

Notwithstanding the foregoing, the Assembly shall be deemed to have been convened and shall be validly constituted to deal with any matter provided that all members are present and those attending unanimously agree to the holding of the meeting.

The President of the Assembly is responsible for directing the debates, being able to limit the number and duration of the interventions of those present and declaring a given matter sufficiently debated.

The President is also responsible for deciding on the method of voting, although the election of the Association’s management positions will always be carried out by secret ballot.

Each partner will have one vote and the Assembly’s decisions will be adopted by an absolute majority of the partners present or represented, except for decisions that require a qualified majority, as detailed below.

A qualified majority of 2/3 of the members present or represented will be required for the modification of Statutes, transformation, increases in entry fees, ordinary and extraordinary fees, integration into another Organization, admission or expulsion of members and dissolution of the Association, as well as for those decisions for which the Law requires this majority.

The Secretary shall draw up minutes of the meeting, stating the place and date of the meeting, the number of members present or represented, a summary of the matters discussed, the interventions that have been requested to be recorded, the decisions adopted and the results of the votes. The minutes may be approved at the same Assembly, after it has been held, or at the next one held. These minutes shall be recorded in the corresponding book and shall be authorized with the signature of the President and the Secretary.

The Board of Directors shall provide members with prompt and complete information on the decisions taken at each Assembly by preparing and distributing an information note, which must be sent to all members.

ARTICLE 15º .- The Assembly, as the sovereign body of the Group, is competent in all matters that constitute the purposes of the latter. The following shall be the exclusive competence of the Assembly:

  1. a) Examine and approve, if applicable, the management, annual balance sheet and budgets submitted by the Board of Directors.
  2. b) Election and dismissal of members of the Board of Directors.
  3. c) Ratification of the partners admitted by the Board of Directors.
  4. d) Determination of objectives and priority tasks to be carried out by the Group.
  5. e) Resolve on any proposal made by the partners or the Board of Directors
  6. f) Approve amendments to the Statutes.
  7. g) Analyze the performance of the Board of Directors in relation to the performance of its functions and demand, if appropriate, accountability.
  8. h) Agree to the dissolution, transformation or integration into another organization in accordance with these Statutes and the applicable current legislation.
  9. i) Resolve all matters of the Association whose jurisdiction is not reserved to another body by these Statutes or current legislation.
 
CHAPTER II: OF THE BOARD OF DIRECTORS

ARTICLE 16º .- The Board of Directors is the executive body of the Assembly’s agreements, and is responsible for the representation and administration of the Group within the limits established by these Statutes and the applicable current legislation.

ARTICLE 17º .- The members of the Board of Directors will be elected by the Assembly and will be composed of at least two partners, who are the President and the Secretary, without prejudice to the appointment of Treasurer, Member or Members.

Until a Treasurer is appointed, the functions granted to him by these statutes will be assumed by the Secretary.

Each member of the Board shall appoint the natural person who is to perform the position.

All positions on the Board of Directors will be honorary, and will automatically cease if the member they represent ceases to belong to the Association.

In order to be a member of the Board of Directors, the member must have been a member of the Association for at least three years.

The members of the Board of Directors of the Association will hold office for four years.

Members may be re-elected.

In the event of any resignation or vacancy in the positions of the Board of Directors, these may be provisionally occupied by another partner, whose appointment will be made by the active members of the Board itself until new elections are held in accordance with the deadlines established for this purpose.

If the natural person representing the partner ceases to hold his or her position, the position will become vacant and new elections will be held to provide for his or her appointment.

ARTICLE 18º .- The Board of Directors will be convened at the initiative of any of its members.

The meeting shall be deemed validly constituted when at least two of its members are present.

At each meeting, in the event of the President’s absence, he or she will be replaced by the member with the longest seniority in the Association, and where appropriate by whomever is chosen by the Meeting itself.

Likewise, the Secretary may be replaced by the Treasurer or the Manager, at the discretion of the Board itself.

For the adoption of agreements, an absolute majority of the members present or represented will be necessary, with the President having the casting vote in the event of a tie.

ARTICLE 19.- The Board of Directors shall be responsible for:

  1. a) Comply with and enforce these Statutes, the legal regulations applicable to the Association and the agreements adopted by the Shareholders’ Assembly.
  2. b) Decide on the provisional admission of partners.
  3. c) Execute the agreements of the Assembly.
  4. d) Inform the Assembly annually of the status of compliance with the agreements pending resolution or when required by it.
  5. e) Appoint, hire, control and dismiss both the Manager and the personnel deemed necessary for the proper functioning of the Group.
  6. f) Prepare and submit to the Assembly for approval the annual balance sheet and the budget for the current year.
  7. g) Submit to the Assembly any proposals deemed necessary
  8. h) To reconcile, mediate or arbitrate in conflicts that may arise between partners and that are requested by the parties in litigation.
  9. i) To interpose, exercise, formulate, continue, substitute, desist, compromise and extinguish through the Presidency or, where appropriate, the Management of the Group, all kinds of actions, appeals, procedures, challenges and proceedings, whether judicial, administrative or of any other nature, and before all kinds of Courts (including Supreme and Constitutional), Authorities, Organizations and Officials of any branch, level and jurisdiction, both national and international, without limitation of any kind.
 
CHAPTER III: THE PRESIDENT, THE SECRETARY, THE TREASURER AND THE MEMBERS

ARTICLE 20º .- The functions of the President shall be:

  1. a) Represent the Group in all acts and contracts that it enters into, as well as before all types of authorities, public or private bodies and entities of any scope (including Courts and Tribunals of Justice and Public Administration Bodies).
  2. b) Chair the Assembly of Partners and the Board of Directors, directing the deliberations.
  3. c) Order payments in accordance with the income and expenditure budget, authorizing with his/her signature the payment orders and the disposition of the Group’s funds.
  4. d) Ensure the execution and compliance of the agreements of the Assembly and the Board of Directors, and of these Statutes.
  5. e) Authorize with his signature the Minutes, certifications and other documents issued by the Secretary

ARTICLE 21º .- The functions of the Secretary shall be:

  1. a) Act as such in the meetings of the Assembly and the Board of Directors, drafting the Minutes, which must be authorized with the signature of the President, as well as keeping the corresponding books of the same.
  2. b) Issue, with the approval of the President, the certificates that are appropriate
  3. c) Keep the Association’s books, documents and seals and keep the membership register up to date, reflecting any additions and deletions that occur.
  4. d) Authorize with his/her signature, in accordance with the income and expenditure budget, the payment orders and the disposition of the Group’s funds.
  5. e) Other powers arising from these Statutes, which are attributed to it by the Assembly or the Board of Directors or delegated to it by the President.

ARTICLE 22º .- The Treasurer’s duties shall be:

  1. a) Prepare the profit and loss accounts and annual budgets to be presented to the Ordinary Assembly.
  2. b) Act as such in the meetings of the Assembly, reporting on all accounting and budgetary matters.
  3. c) Keep the Association’s accounting books
  4. d) Authorize with his signature, in accordance with the income and expenditure budget, the payment orders and the disposition of the Group’s funds.
  5. e) Other powers arising from these Statutes, which are attributed to it by the Assembly or the Board of Directors or delegated to it by the President.

ARTICLE 23º .- The functions of the members shall be:

  1. a) Attend the Board of Directors meetings.
  2. b) Any powers assigned to it by the Assembly or the Board of Directors or delegated by the President.

ARTICLE 24º .- The Management will not have its own powers, but only those attributed to it by the Assembly, the Board of Directors or the President for the achievement of the Group’s objectives.

The Management will be responsible for its management before the body that has granted it the authority and will be supervised, in any case, by the Assembly.

TITLE IV

ARTICLE 25º .- The resources of the Group for the development of its purposes will come from the dues of its members, from the income that its assets may produce and from any type of income that may be obtained.

The Treasurer will promptly inform members of the financial situation of the Association.

ARTICLE 26º .- The amount of the single entry fee and the ordinary and extraordinary fees will be set, at any time, by the Assembly, and will be equal for all members.

Notwithstanding the above, new partners must contribute an amount proportionally equivalent to the treasury fund existing at the time of their incorporation.

TITLE V

ARTICLE 27º .- The Association may only be dissolved voluntarily by agreement of the Assembly, expressly convened for this purpose, and will require the qualified majority established in these Statutes.

The Group will also have to be dissolved when its continuation is impossible for legal reasons or when this is determined by a final court ruling or decision.

ARTICLE 28.- In the event of the dissolution of the Association, the last Board of Directors in office and the members appointed by the Assembly shall act as liquidators. The latter shall proceed with the sale of the company’s assets and, with the proceeds, shall extinguish the Association’s liabilities. If, after the above operations have been carried out, there is a surplus, this shall be distributed, in proportion to the contributions they have made, among the members who have such status on the date of adoption of the dissolution agreement, up to the limit of their contributions.

If there is a surplus, it will be used as provided for in current legislation.

The fate of the assets in the event of dissolution will not distort the non-profit nature of the association.

ARTICLE 29.- In the event of litigation between the Group and its members, the Courts and Tribunals of Madrid Capital will have territorial jurisdiction to hear the dispute.

By the mere fact of being a member of the Association, the aforementioned competence is understood to be expressly accepted.

DILIGENCE.- To certify that the previous Statutes have been drafted in accordance with the modifications agreed upon at the General Assembly held on February 13, 2017, and are currently in force.

Madrid, February 13, 2017

Approved
by The President

Thomas Marques Fernandez 

Secretary
Bernal David Fernandez Bermudez