Cepyme’s Executive Committee heard yesterday Two legal reports for and against the legality of the vote of the Board of Directors of February 18 on the modification of the unlimited delegated vote, which came forward with the vote in … against the committee. The president of the Employers of SMEs, Gerardo Cuerva, presented the arguments of María Emilia Casas, former president of the TC and Professor of Labor Law, who intervened in the management body to explain them, and the members of the committee resorted to Ernst & Young. Two totally different visions of a conflict that has unleashed A storm in the unprecedented business organizationwhose background is the attempt of Antonio Garamendi to evict Cuerva de Cepyme in the next elections for having lost his trust.
The controversy has unleashed the interpretation of the Article 57 of the Statutes of Cepyme, which ensures that “the Internal Regime Regulation and its successive modifications will be approved by the Board of Directors at the proposal of the Executive Committee.” That “at the proposal” has set foot to two opposite analyzes, after the committee of the 18 vote against undertaking these changes, but the Board of Directors, at the instances of Cuerva, voted in favor. For some, the statutes have been breached, but for others, the Internal Regime Regulation allows change voting rules although the committee vote against.
“The proposal of the Executive Committee is neither a decision -making act in the regulatory modification procedure, nor links the agreement of the competent body to decide the regulatory modification,” says the former president of the TC in a report to which ABC has had access. He ensures that “the statutory legality of Cepyme demands that in the process of modification of its internal regime regulations, the proposal of its Executive Committee will necessarily be chanted,” but also explains that “It does not condition the realization of the voting act and approval of the modification by the Board of Directors, nor its legal validity «. The labor expert concludes that «There is no choicest of illegality statutory in the agreement of the Board of Directors of Cepyme »and that» the personal vote in the electoral processes is the general rule in democracy ».
For the consultant, however, «the competence of the Executive Committee to propose the modification of the regulation should not be qualified as a mere procedural procedure, but as A substantive competition which must be respected by all associates and organs of Cepyme, to the extent that it also allows to articulate the formation of the will of the Board of Directors ».
«Insubsanable defects»
The work of Ernst & Young concludes that “the lack of proposal of the Executive Committee prior to the adoption of the agreement by the Board of Directors of February 18, as well as the Lack of sufficient information To the representatives of the Board of Directors prior to the conclusion of the aforementioned meeting, they constitute insubsanable defects determinants of the validity of the agreement to modify articles 13 and 26 of regulations adopted by the Board of Directors ».
The event continues to get tangled in the employer. The president of Cepyme seeks to calm the waters in the organization after moments of great tension, such as those lived when the bulk of the members of the Executive Committee communicated by letter to the president of the SMEs who would go to the courts if he did not withdraw in a “immediate” way the changes approved on the Board because he considered that he has violated the statutes, while urging him to call elections, which will occur in The Board of Directors that the Head of SMEs has called on the 11th.
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