COMMISSION FOR THE REFORM OF THE FC BARCELONA STATUTES

Transcription

1 10 July 2013

2 COMMISSION FOR THE REFORM OF THE FC BARCELONA STATUTES President Joan Manuel Trayter, Professor of Administrative Law. Member of the Central Election Board and Ex Vice-president of the Catalan Sports Tribunal Secretary Roman Gómez Ponti, Lawyer. Lecturer of Administrative Law at the UB and Ex-President of the Catalan Sports Tribunal Ramon Adell, Professor of Business Economics. President of the FCB Economic Commission. Àlex Bas i Vilafranca, Doctor of Law. Secretary of the Statutory Guarantees Council, Lecturer of Law at the UAB Jordi Calsamiglia, Lawyer. Member of the FCB Disciplinary Commission and the FCB Social. Commission Coordinator of the FCB legal department. Teresa Duplà, Professor of Roman Law at ESADE. Vice-dean of the Faculty of Law at ESADE. Ignacio Garmendia Merchant Registrar. Secretary of the Arbitrary Tribunal of Barcelona. Joan Carles Maresca Cabot,, Lawyer. Lecturer of Administrative Law, Ex member of the Legal Advisory Commission of the Generalitat Government. Marcos Mas Rauchwerk, State Lawyer. Member of the FCB Disciplinary Commission. Fermín Morales, Lawyer. Professor of Penal Law at the Universitat Autònoma de Barcelona.

3 BLOCK I.- GENERAL QUESTIONS Agreements by the Board of Directors to eliminate sports sections have to be ratified by the Assembly (art. 4.1). *Previous statutes: Only made reference to ratification by the Assembly of the creation of sections The procedure for the distributions of tickets for sports events in official competitions is to be regulated. Tickets shall be distributed in accordance with objectively weighted criteria and the Board of Directors may exclude from the draw up to a maximum of 15% of the seats for contractual and institutional commitments (art. 10.5). The right to access documentation on the Assembly is extended to all members, as is the case for delegate members (art. 10.7). Access shall occur under the conditions stipulated in article 28 of the Statutes. *Previous statutes: Only allowed for access to documentation by delegates. Access is allowed to the agreements of the Assembly and of the Board of Directors, provided that access does not severely damage the interests of the Club, legislation on the protection of data of a personal nature or confidentiality agreements (art. 10.8). In order to obtain a season ticket, applicants must have been members for a minimum of five (art. 10.4). In concordance with this prevision, a register of applicants for season tickets will be created, which shall be added to the already existing register of applicants for entry, and access to the same in order for applicants to be able to check what position they are in (art ). The mechanisms for the direct participation of members shall be regulated, by means of instruments such as debating forums and the holding of consultancy sessions in relation to matters of special important to the Club s life (art. 13). The operations of the supporters clubs and the Supporters Clubs Council have to be democratic. Moreover, the supporters club movement s own autonomy is recognized and the Supporters Clubs Ombudsman is created (art. 16). It shall be the Assembly that distinguishes members of merit or honor and patron members. *Previous statutes: These distinctions were made by the Board of Directors

4 BLOCK II.- ASSEMBLY The composition of the Assembly is modified. Most of the delegates are chosen in a draw from among the adults that have been members for more than five years. They also include all of the presidents of the territorial supporter club federations; and the 25 members designated by the Board of Directors are eliminated (art. 23.1). *Previous statutes: The minimum time of membership to be a delegate chosen in the draw was one year, the presidents of the territorial supporters club federations did not form part of the Assembly and there were 25 delegate members designated by the Board of Directors. In relation to the delegates chosen by draw, the possibility of renouncing the opportunity is established along with a list of substitutes (art i 5). The total number of members at the Assembly is limited to a maximum of 6,000 people (in reality, applying the proposed formulas, there will be about 4,000 members) (art. 23.3). Details of the delegates to be published (names, surname(s), membership number) via the Delegates Office (art and 7). Assembles must be held, preferably, on the day of a match in an official competition (art ). The Delegates Office is created, which will handle matters in relation to the organization of the Assembly. This will be regulated by regulations (art. 26.7). Improvements to be made to the previsions in relation to the documented information on the Assembly, which will be provided to members (art. 28). *Previous statutes: The documentation was confidential and secret. COMPOSITION FUNCTIONING The possibility of using electronic voting is allowed for (art. 29.5). *Previous statutes: Only traditional voting methods were allowed for.

5 The Assembly must authorize, by a two thirds majority, the acquisition, encumbrance or alienation of the Club s material assets whose value is greater than 10% of the annual budgeted income (art. 20.6). The Assembly must authorize, also by two thirds majority, the issue of transmissible debt securities or the acceptance of monies in the form of credit or loans whose value is greater than 10% of the annual budgeted income (art. 20.7). *Previous statutes: The Assembly only had to authorize the described operations when their value was greater than 20% of the annual budgeted income. The Assembly must ratify contracts that involve advertising on the first team s official kit or the name of the Stadium or Palau (art. 20.9). Ratification by the Assembly will be necessary for every advertising contract. *Previous statutes: Ratification was only required for shirt advertising. COMPETENCES The percentages required to present proposals for the Assembly are reduced, which must now have the written support of 3% of the members with the right to vote or 10% of the delegates (art ). *Previous statutes: Written support was required from 5% of members with the right to vote or 15% of delegates. BLOCK III.- BOARD OF DIRECTORS It is proposed that an Ethical Code must be approved that all members of the Board of Directors and Statutory Commissions are obliged to adhere to, which shall be subjected to the Control and Transparency Commission (art. 39). The Directors Statute is incorporated, a legal requirement of Decree 58/2010 (version of Decree 55/2012 (art. 32). *Previous statutes: Not regulated By legal requirement (art Decree 58/2010, in the given draft of Decree 55/2012), the percentage of members required to request the calling of a vote of confidence rises to 15% (it was 5% before) (art. 55.2). *Previous statutes.

6 BLOCK IV.- ELECTION PROCEDURE In the regulations for the election procedure as a whole, a distinction is made between pre-candidates and candidates / proposals for candidatures and candidatures (arts. 40 and following). The conditions for being an elector are maintained, namely a minimum of one year of membership (art. 41). To be eligible, a President must have been a member for a minimum of 10 years and other members of the Board of Directors for a minimum of five years (art. 42). *Previous statutes: A minimum of one year of membership was required in order to be the President or a member of the Board of Directors. Support for candidatures continues to be by means of traditional voting slips, but they can be replaced by a telematic support system, guaranteeing the principles of the election process (art. 48.3). *Previous statutes: The possibility of using telematic means for collecting votes was not considered. Informative, promotional and propaganda actions are limited to the election period and the days of the collection of voting slips (art. 51) Access by all candidatures to the definitive electoral role is permitted (art. 47.3). The presence of an intervener is allowed for at each of the election tables, who shall have access to the definitive electoral roll (art. 53.1). It is proposed that both for the Election Board and the Election Table, 25 substitutes should be nominated (arts i 45.2). *Previous statutes: There were 5 substitutes both for the Election Board and the Election Table.

7 BLOCK V.- COLLABORATING, GOVERNING, ADMINISTRATIVE, MANAGERIAL AND CONSULTANCY BODIES SENATE: Its operations are objectivized. It shall meet at least once a year in the second quarter (art. 56). * Previous statutes: There was no need for it to meet every year. MEMBERS OMBUDSMAN: It is established that this person is obliged to reply to all claims from members. The conditions to be the Members Ombudsman are toughened (art. 57). *Previous statutes: It was not expressly stated that the Ombudsman is obliged to reply to all claims from members, nor was there a specific system of non-compatibilities. BLOCK VI.- ECONOMIC MATTERS: ECONOMIC COMMISSION AND REGULATIONS FOR NET WORTH BALANCE Extension of the competences of the Economic Commission and strengthening of its independence and consultancy role. Among other points, it is established that it is impossible for its members to form part of the Board of Directors during the mandate for which they are proposed. Likewise, the commission has access to any economic information on the Club that it considers necessary for its consultancy role, in all areas and matters that it considers pertinent. The Board of Directors is obliged to have knowledge of all reports and recommendations of the Economic Commission, which are not of a binding nature. *Previous statutes: There was no expressly established prohibition for the members of the Economic Commission being able to form part of the Board of Directors and it had a lesser consultancy role. It is established that there shall be an annual audit of the accounts corresponding to the financial year that has just ended that must be closed and approved by the Board of Directors and later ratified at the Assembly, without exception. With respect to the composition of the Economic Commission, it is established that it is impossible for its members to form part of the Board of Directors during the mandate for which they have been proposed. Moreover, the consultancy role of the Economic Commission with respect to the Board of Directors is extended (art. 58). *Previous statutes: There was no expressly established prohibition for the members of the Economic Commission being able to form part of the Board of Directors and it had a lesser consultancy role. It is established that the Board of Directors must manage the Club s assets by guaranteeing the principle of net worth balance, which involves maintaining the Club s net assets, making an effort to approve positive accounts and, if they are negative, to compensate for this in the next two financial years. Likewise, efforts shall be made to limit the net debt in conformity with objective criteria. Non-compliance with these obligations over two completed years following the first year of noncompliance shall be cause for the early dissolution of the Board of Directors (art. 67). BLOCK VII.- MODIFICATION OF THE STATUTES The principles are proposed in relation to the modification of the Statutes (art. 81) as well as the procedure for the modification of the Statutes (art. 82), complying with the previsions of Decree 58/2010 *Previous statutes: Not regulated