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Statutes Languages Centre, Universitat de València

Article 1. APPLICABLE LEGAL REGIME
1.- This Company is governed by these statutes, by Royal Legislative Decree 1/2010, of 2 July, approving the revised text of the Corporate Enterprises Act, and by all other applicable legal and regulatory provisions.
2. The Company will be considered as its own instrumental means and technical service of Universitat de València in the matters that constitute its corporate purpose, and is obliged to assume the management orders that the latter makes for the performance of acts of any nature in relation to its purpose and forms of action.
The relations between the Company and Universitat de València are instrumental and non-contractual in nature, and may be instrumented by means of the orders foreseen in article 32 of the Public Sector Contracts Law, and therefore, to all effects and purposes, they are of an internal, dependent and subordinate nature.
The communication made by Universitat de València commissioning an action will imply the order to initiate it.
3. The Company may not participate in public tenders issued by Universitat de València, without prejudice to the fact that, when no tenderer participates, it can be entrusted with the execution of the same.

Article 2. NAME, NATIONALITY AND ADRESS
1.- The Company is called “Universitat de València’s Languages Centre, S.L.U.”, is of Spanish nationality and has its registered office in Valencia, C/ Serpis, 25 (46022).
2.-The General Assembly is competent to agree the creation of branches, delegations, agencies, representations and other dependencies, in Spain or aboard, with the name and size it deems appropriate for the best performance of the company’s activities, and also to resolve, supress and transfer them.

Article 3. CORPORATE PURPOSE
The purpose of the Company is to serve as the University of Valencia's own medium for:
- Teaching modern language courses and other non-regulated courses.
- Organise examinations to obtain the corresponding qualifications and certificates.
- Organise the publication of materials for language teaching.
- To organise specialised and monographic courses related to the aforementioned activities, all of this through the corresponding professionals.
- To organise complementary activities related to the above.

Article 4. DURATION
The Company is constituted for an indefinite period of time. The commencement of its operations coincides with the granting of the founding deed.

Article 5. SOCIAL CAPITAL
The social capital is set at ONE MILLION FOUR HUNDRED AND FOURTY-FIVE THOUSAND TWO HUNDRED AND FIFTEEN EUROS AND EIGHTY-SIX EURO CENTS (1,435,215.86 €), divided into three hundred and ninety-eight (398) shares of three thousand six hundred and six euros and seven euro cents (3. 606.07 €) nominal value each, numbered, for identification purposes, sequentially from one (1) to three hundred and ninety-eight (398), including the two. It is fully subscribed and paid up.

Article 6. BODIES OF THE COMPANY
The Company shall be composed of the following bodies:
a) The General Assembly.
b) The Board of Directors.

Article 7. THE GENERAL ASSEMBLY
The General Assembly is constituted by the Governing Council of Universitat de València. The appointment of members and its operation is governed by the provisions of the Organic Law of Universities, the Statutes of Universitat de València, the Corporate Enterprises Act or other applicable regulations in force.

Article 8. TYPES OF GENERAL ASSEMBLIES
1.- General Assemblies may be ordinary or extraordinary.
2.- The General Assembly, previously called for this purpose, shall necessarily meet within the first six months of each financial year to approve, if appropriate, the management of the company, the accounts of the previous financial year and to decide on the distribution of profits, and may also deal with any other business indicated on the agenda.
3.- The Ordinary General Assembly shall be valid even if it has been called or is held out of time.
4.- Any General Assembly other than the provided for in paragraph 2 shall be considered an Extraordinary General Assembly.

Article 9. COMPETENCY TO CONVENE
1.- General Assemblies shall be called by the Chairman of the Board of Directors, with the prior agreement of the Board, or, if appropriate, by the liquidators of the Company, whenever they consider it necessary or advisable for the interests of the company and, in any case, on the dates or in the periods determined by law or the present statutes.
2.- Likewise, the chairman, subject to the prior agreement of the Board, shall call a General Assembly when so requested by one or more associates representing at least five per cent of the share capital, stating in their request the business to be transacted. In this case, the General Assembly must be called to be held within two months of the date on which the Chairman is requested to call it through a notary, and the agenda must necessarily include the matters requested.
3.- For those cases not expressly regulated, the provisions of current legislation shall be applied.

Article 10. FORM AND CONTENT OF THE CALL
1. The notice of call shall be published on the Company's website (www.centreidiomes.es).
2. The call shall state the name of the Company, the date and time of meeting, the agenda. It shall state the issues to be tackled, the position of the person or persons calling the meeting and, if appropriate, the place where the meeting is to be held.
3. The General Assembly shall be held in the municipality where the Company has its registered office. If the notice of meetings does not state the venue, it shall be understood that the meeting has been called to be held at the registered office.
4. There shall be a period of at least fifteen days between the notice and the date set for the meeting. This period shall be calculated from the date of publication of the notice of call.
Notwithstanding the foregoing, the General Assembly shall be validly constituted as a general meeting to deal with any business, without the need for prior notice, provided that all the social capital is present or represented and the attendees unanimously agree to the holding of the meeting and the agenda.
5. In the event of structural modifications of the Company, the provisions of Law 3/2009, of 3 April, on structural modifications of mercantile companies shall apply.

Article 11. ATTENDANCE AND REPRESENTATION
1. All associates are entitled to attend General Assemblies.
2. Associates may be represented at General Assemblies by persons other than those expressly listed in the Article 183 of the Companies Act, and in accordance with the provisions of section 3 of this article and the Article 86 of the Regulations on Commercial Registry.
3. The meetings of the General Assembly shall be attended by the Director of the Company, as well as by any other person the Chairman deems appropriate.

Article 12. GENERAL ASSEMPLY’S PERFORMANCE
1. Shall act as a Chairman and Secretary of the General Assembly the persons holding this position on the Governing Council of Universitat de València, and in their absence, those designated by the members present at the beginning of the meeting.
2. The Chairman shall be responsible for directing the debates in the sessions of the General Assembly, giving the floor, determining the time for interventions and proclaiming the result of the voting.
3. The resolutions adopted shall be recorded in the minutes, which shall contain the list of attendees and the other circumstances required by law and statutorily, and shall be approved by the General Assembly itself at the end of the meeting, or failing this, within the period of fifteen days, by its Chairman and two associates with voting rights. One representing the majority and the other the minority.
4. Company resolutions may be executed from the date of approval of the minutes in which they are recorded.

Article 13. VOTING RIGHTS AND THE MAJORITY PRINCIPLE
1. Each social participant entitles its holder to cast one vote.
2. The associate may not exercise the voting rights corresponding to his share when he is in any of the cases of conflict of interest established in the Article 190 of the Capital Corporations Act. In such cases, the associate’s share shall be deducted from the social capital for the purpose of calculating the majority of votes required in each case.

Article 14. COMPETENCY
1. The General Assembly shall have the power to deliberate and resolve on the following matters:
a. Approval of the annual accounts, implementation of the results and discharge.
b. Approval of the annual activity report for the financial year.
c. Appointment and separation of the administrators, liquidators and, if appropriate, the auditors, as well as the exercise of corporate action for liability against any of them.
d. Amendment of this statute.
e. Increase and reduction of share capital.
f. Suppression or limitation of pre-emptive subscription rights.
g. Transformation, demerger or the global transfer of assets and liabilities and transfer of the registered office abroad.
h. The dissolution of the Company.
i. Approval of the final liquidation balance sheet.
j. Any other matter determined by Law or these Statutes.
2. The General Assembly may also issue instructions to the Board of Directors or submit for authorisation the adoption, by this Board, for decisions or resolutions on certain management matters, without prejudice to the provisions of Article 234 of the Capital Corporates Act.
3. All associates, including dissenting associates and those who have not participated in the meeting, are subject to the resolutions adopted by the General Assembly, without prejudice to the rights or powers to challenge them in the event of a disagreement with the resolutions adopted.

Article 15. THE MANAGEMENT BOARD
1. The Administration of the Company is attributed to a Board of Directors, which shall represent the Company in a collegiate manner, and which is made up of eleven members, who shall exercise all the powers that the Law and these statutes recognise, except those that are the competence of the General Assembly. Nine councillors are freely appointed by the general Assembly and two are appointed by the General Assembly at the proposal of the Board of Trustees of Universitat de València.
2. The freely appointed councillors may only be elected from among the members of Universitat de València, by reason of their position, and must meet one of the following conditions:
Belong to a single-person governing body with its own functions in relation to the matters contained in the corporate purpose.
To be responsible for the management of the University’s financial administrative services.
3. The post of Administrator shall be free of charge.

Article 16. APPOINTMENTS
1. The competence for the appointment of the Board of Directors corresponds exclusively to the General Assembly, taking effect from the moment of its acceptance.
2. The Chairman and the Secretary of the Board of Directors shall be appointed by the General Assembly.
3. The Board of Directors may appoint, from among its members, one or more managing directors with an indication of the powers entrusted to them.
4. The post of Chairman, Secretary and Chief Executive Officer shall be free of charge.

Article 17. ADMINISTRATOR’S TERM OF OFFICE
The post of Administrator shall be held for a term of four years, without prejudice to the possibility of being re-elected for successive equal periods

Article 18. CONVOCATION OF THE BOARD OF DIRECTORS
1. The meetings of the Board of Directors shall be called by the Chairman.
2. The counsellors constituting at least one third of the members of the Board of Directors may call a meeting of the Board, indicating the agenda, to be held in the place where the registered office is located if, upon request to the Chairman, the latter without just case, has not called the meeting within a period of one month.
3. The Board of Directors shall be convened by means of personal and written notification to each director, by e-mail to the address previously indicated to this body, at least seventy-two hours in advance.
4. The meetings of the Board of Directors may be attended by any person the Chairman deems appropriate, with the right to speak but not to vote, when convened.

Article 19. CONSTITUTION
1. The Board of Directors shall be deemed to be validly constituted when a majority of its members attend the meeting, either present or represented.
2. Any counsellor may be represented by another counsellor. Representation shall be conferred in writing and on a special basis for each meeting, by means of a letter addressed by the Chairperson.
3. The Chairperson shall open the meeting and give the floor to whoever requests it, shall direct the deliberations, determining the duration of each of the interventions, and shall declare the debate on each item on the agenda closed when he/she deems it appropriate in order to proceed to the voting.

Article 20. ADOPTION OF AGREEMENTS
1. Each counsellor shall have one vote.
2. Resolutions shall be adopted by an absolute majority of the administrators present or represented, unless the Law imperatively establishes other majorities with the casting vote of the Chairman deciding in the event of a tie.
3. The resolutions of the Board of Directors shall be transcribed in the corresponding Minute Book, which shall be signed by the chairman and the Secretary or by the persons legally substituting them.

Article 21. COMPETENCE
The Board of Directors shall be responsible for the administration of the Company and, in particular:
a. To assign powers to be delegated in order to facilitate the day-to-day management of the Company.
b. Approve the fees for the services provided by the Company, as a result of its corporate purpose.
c. To draw up the budgets and annual accounts, as well as the economic reports required or necessary for decision-making on the viability and economic and financial sustainability of the Company.
d. Forward information to the General Assembly.
e. Execute the management commissions requested by Universitat de València through the competent bodies related to the matter entrusted.
f. To supervise the management carried out by the Chairman.
g. Any other function related to the development of the activity of the Society.

Article 22. THE CHAIRMAN
1. The Board of Directors, at the proposal of its Chairman, may appoint a Director with the powers conferred upon him/her by this body.
2. At least quarterly, the Chairman shall report to the Board of Directors on the management of the Company and shall report on the progress of the Company and possible developments. He/she shall also be obliged to appear before the Board of Directors to give an account of his/her management as often as the Board may request.

Article 23. STAFF        
1. The teaching staff teaching the courses offered by the Society shall be selected on the basis of merit and ability, having heard, where appropriate, the department or institute with the closest scientific affinity to the teaching to be given.
2. It shall be the responsibility of the Governing Board to establish the selection criteria.

Article 24. RESOURCES
The resources of the Company are constituted by the subsidy that appears annually in the General Budgets of Universitat de València, as well as those that come from the contributions to the share capital and the income obtained from its ordinary and complementary activities.

Article 25. FISCAL YEAR
The fiscal year of the Company shall end on 31 December of each year.

Article 26. ANNUAL ACCOUNT
1. Within a maximum period of three months following the end of the financial year, the Board of Directors shall draw up the annual accounts, the management report and the proposal for the allocation of profits, as provided for in the applicable regulations.
2. All the aforementioned documentation shall be submitted to the General Assembly for examination and approval. To this end, and in accordance with the provisions of article 84 of Organic Law 6/2001, of 21 December, on Universities, the annual accounts of the Company shall be incorporated into the annual accounts of Universitat de València.

Article 27. APPLICATION OF RESULTS
The General Assembly shall decide on the application of the result of the financial year in accordance with the approved balance sheet, taking into account the limits established in current legislation.

Article 28. DISSOLUTION AND LIQUIDATION
1. The Company shall be dissolved for the legally established causes and in accordance with the provisions of the Organic Law on Universities and the Statutes of Universitat de València.
2. Once the dissolution has been decided and the liquidation period has begun, the administrators in force at the time of dissolution shall cease to hold their posts and shall become liquidators, unless the General Assembly appoints a number of liquidators of no more than eight.
3. The Company shall retain its legal personality while the liquidation is being carried out, the expression "in liquidation" having been added to its name.

FINAL DISPOSITION
The reference in these Statutes to legal provisions shall be understood to be made to any successive provisions which interpret, extend, condition, modify, amend, replace or repeal those in force.