Introduction

Article 7.2.4 of Law 15/1990, of 9 July, on health planning in Catalonia, provides that the Catalan Health Service may carry out the management and administration of health centers, services and establishments. health protection and health and socio-health care that are integrated into it, as well as the institutional programs in the field of health promotion and protection, disease prevention, health and socio-health care and rehabilitation, and the management of services and the benefits of the public health system through the creation or participation in any other entity permitted by law, when this is appropriate for the management and execution of services or actions.

The Government, by means of Decree 341/1986, of 13 October (DOGC no. 780, of 19.12.1986), created the Hospital Consortium of Parc Taulí, a public legal entity of an institutional nature integrated by the Generalitat de Catalunya, l Sabadell City Council, the Autonomous University of Barcelona, ​​the Sabadell Hospital and Charity Foundation, the Sabadell Savings Bank and Sabadell Mutual, Social Security Mutual Society.

The current Statutes of the Consortium Corporació Sanitària Parc Taulí de Sabadell were approved by Agreement GOV / 56/2016, of 10 May, approving the Statutes of the Consortium Corporació Sanitària Parc Taulí de Sabadell (DOGC no. 119, of 12.5.2016).

The Consortium Corporació Sanitària Parc Taulí de Sabadell, according to the current Statutes, is made up of the Generalitat de Catalunya, Sabadell City Council and the Autonomous University of Barcelona, ​​and aims to carry out health, socio-health and social activities in the service of citizens, as well as teachers, research and health innovation.

In accordance with the conclusions of the Transversal Working Group to determine the entities of the institutional public sector in the field of health that meet the requirements to be their own means personified by the Administration of the Generalitat in accordance with Law 9 / 2017, of 8 November, on public sector contracts, and the mechanisms of relationship with which they exercise this condition, on 25 March 2019, the Taulí of Directors of the Catalan Health Service approved the proposal to modify the statutes of certain public companies and consortia, including the Consortium Corporació Sanitària Parc Taulí de Sabadell, to adapt them to the criteria of the said Group, and the Governing Council of the Consortium Corporació Sanitària Parc Taulí de Sabadell, in the session of 26 February 2020, took the Agreement to propose the modification of article 24 of its Statutes (relating to public procurement), so that this entity ceases to have the status ofown personified means of the Generalitat de Catalunya.

Having regard to the Government Agreement of 10 July 2012, approving the criteria for the creation, modification and abolition of entities in which the Generalitat has a stake, for the participation and decoupling of entities existing and for the processing of certain proposals for Government agreements relating to foundations;

In accordance with the provisions of article 9.f) of Law 15/1990, of 9 July, on health planning in Catalonia, in relation to article 7.2.4 of the same Law, and article 26.o) of Law 13/2008, of 5 November, of the Presidency of the Generalitat and the Government;

Given that article 26.o) of Law 13/2008, of 5 November, of the Presidency of the Generalitat and the Government, establishes that it is up to the Government to create, modify, divide or extinguish public or private entities and bodies that depend on the Generalitat or are linked to it, and to approve its statutes, if the aforementioned agreements do not require a law of the Parliament,

For all this, at the proposal of the Minister of Health, the Government

Agreed:

1. To approve the modification of the Statutes of the Consortium Corporació Sanitària Parc Taulí de Sabadell, consisting of the suppression of sections 3 and 4 of article 24.
2. To approve the revised text of the Statutes of the Consortium Corporació Sanitària Parc Taulí de Sabadell, which is annexed to this Agreement.

This revised text of the Articles of Association replaces the annex to Agreement GOV / 56/2016, of 10 May, approving the Articles of Association of the Consortium Corporació Sanitària Parc Taulí de Sabadell (DOGC no. 119, of 12.5.2016) .

3. Arrange for the publication of this Agreement in the Official Gazette of the Generalitat de Catalunya.

Barcelona, ​​28 June 2022

Xavier Bernadí Gil

Secretary of the Government

Chapter I: General provisions

Article 1. Name and nature

1.1 With the name Consorci Corporació Sanitària Parc Taulí de Sabadell, the consortium created by Decree 341/1986, of 13 October, and in which the Generalitat de Catalunya, the Sabadell City Council and the Universitat Autònoma de Barcelona currently participate, is being recast .

1.2 The number of members of the Consortium may be increased with the admission of public or private non-profit entities that may collaborate in the objectives of the Consortium, as well as make contributions or provide the services that constitute its objective. . The agreement for the admission of new members requires the majority provided for in article 7.1 r) of these Statutes.

Article 2. Address and centers

2.1. The Consortium's domicile is established in Sabadell, Parc del Taulí, 1 (08208).

2.2 The Consortium currently has the following centers and devices without differentiated legal personality:

Sabadell Hospital

The Mental Health Center

The Albada center

The Sabadell 4B Primary Care Center

The Dependency Care Center (SEVAD and EVO)

2.3 The Consortium is currently the sole partner of the entity with differentiated legal personality Sabadell Gent Gran Center de Serveis SA (U), which is statutorily considered its own means.

The Consortium exercises, as sole partner, the powers attributed to it by commercial legislation, in particular the Law on Capital Companies, as well as the legislation of the Parliament of Catalonia or the regulations issued by the Generalitat and applicable to it.

2.4 The Consortium is linked and appoints the majority of its trustees to the Fundació Parc Taulí, which promotes the fields of training, teaching, research and innovation in health sciences for its professionals and which is considered a university institute attached to the Autonomous University of Barcelona by Decree 265/2001, of 9 November.

2.5 The Consortium is considered a university hospital of the Autonomous University of Barcelona, ​​in accordance with the Resolution of the Department of Innovation, Universities and Enterprise of 17 December 2010 and the Agreement signed between the Autonomous University of Barcelona and the Corporation Sanitària Parc Taulí, through which the Teaching Unit of the Faculty of Medicine of the Autonomous University of Barcelona is created, published by the Resolution of 1 February 2011 (DOGC no. 5887, of 26.5.2011). The Consortium can use the legend Parc Taulí Sabadell, followed by Hospital Universitari, as a graphic identification.

2.6 The Consortium may also manage other devices, with the prior agreement of the Governing Council.

Article 3. Purpose and functions

3.1 The aim of the Consortium is to carry out health, socio-health and social activities at the service of citizens, as well as teachers, research and health innovation. Therefore, the specific purposes of the Consortium are:

a) Health education, health promotion, disease prevention and public health.

b) Comprehensive health care.

c) Primary, specialized, ambulatory, home and hospital health care, including diagnostic services.

d) Socio-health and mental health care.

e) The provision of social services: prevention, rehabilitation, residential and home care, especially for the elderly, care for the dependent, and other activities of a similar nature.

f) Knowledge activities in the fields of health and health sciences and care for the elderly and dependent people: undergraduate and postgraduate teaching, research, innovation, training , bioethics, information systems, the promotion of the development of technologies and resources to improve the quality of health, socio-health and social centers.

g) All that are directly or indirectly related to the purposes mentioned above and agreed by the Governing Council.

3.2 The activities referred to in the previous section may be carried out directly by the Consortium or through any other form of management permitted by law. For the development of these activities, the Consortium may formalize collaboration agreements with other specialized institutions, or create or participate in instrumental entities in accordance with the applicable regulations.

3.3 The activities expressed must be provided mainly in the form of public coverage and public funding, but also non-public funding with respect to the care governed by compulsory insurance and also, when the legislation allows it and with the regulations that provide for it or do not prohibit it, for voluntary insurance or non-public funding.

3.4 For the development of activities related to the different areas of knowledge, collaboration agreements may be formalized as a matter of priority with the Autonomous University of Barcelona or, as the case may be, with other specialized institutions. The prior consent of the Autonomous University of Barcelona is required in the event that the Consortium wishes to establish collaboration agreements with other university institutions for undergraduate training in medicine and surgery or postgraduate studies in health sciences.

Chapter II

Article 4. Nature, legal regime, material and principles of government

4.1 The consortium regulated in these Statutes is considered a health consortium and is subject to the legal regime established by the sole additional provision of Law 15/1997, of 25 April, on the authorization of new forms of management. This Consortium is a public legal entity, of an institutional nature and of an associative basis, endowed with full legal personality and independent of that of its members, with all the legal capacity of public and private law that it requires for the realization of its purposes and assigned to the Administration of the Generalitat de Catalunya, through the Catalan Health Service.

Consequently, the Consortium, through the representative bodies, in addition to the powers that correspond to it as a public law entity, may acquire, own, claim, exchange, encumber and dispose of all kinds of assets, enter into contracts, assume obligations, file appeals and carry out the actions provided for by law.

The Consortium, as a public entity dependent on the Generalitat de Catalunya, enjoys the tax and tax allowances and exemptions recognized by the regulations in force at any given time due to this nature.

4.2 The entrusted management and the capacities granted are developed in accordance with the criteria of decentralization and management autonomy, under the principles of effectiveness, efficiency, quality and satisfaction for the citizens; planning, coordination and cooperation, and participation and recognition of the role to be played by the professionals who provide their services. The Consortium acts governed by the principles of profitability, economy and productivity and with the application of business management techniques; For this action, the Consortium must develop and implement information systems on the activity, costs and development of clinical management, act governed by strategic plans approved by the governing body and implement internal control systems that ensure compliance with the ethical principles and rules of conduct to be established in a regulation or code of good governance to be drawn up and approved by the Governing Council, and encourage the implementation of control and control systems; risk of the entity, and it must be provided with sufficient mechanisms to be able to make it effective.

4.3 The Consortium, which is voluntary and indefinite, is governed by these Statutes, by the regulations for the organization of the various activities and by the general legal provisions that apply to it.

In the exercise of the powers determined by article 162 of the Statute of Autonomy of Catalonia, the Generalitat exercises the guardianship of the organization and the services linked and / or dependent on the Consortium, in order to ensure compliance. of its purpose and to ensure the correct allocation of financial resources.

4.4 The activity and the provision of services must be carried out in the manner determined by the corresponding legal provisions and the regulations and instructions issued by the governing bodies, in accordance with the respective powers.

Chapter III: Governing, management and coordination bodies

Article 5. Governing and management bodies

Article 5

Governing and management bodies

5.1 The highest governing body of the Consortium is the Governing Council and has the necessary functions and powers to achieve the objectives of the Consortium, in accordance with these Articles of Association and the applicable legislation and regulations.

5.2 The governing and management bodies of the Consortium with the powers attributed to it by these Statutes are also:

a) The Presidency.

b) The Vice-Presidency.

c) The General Management.

5.3 The Governing Council may agree to the creation, within itself, of an executive committee, as well as appoint one or more CEOs with the delegable powers it decides, and apply the necessary publicity to it without prejudice to the powers it may confer. to anyone.

5.4 The Governing Council may set up non-decision-making working committees within the same Council to promote the governance policies it agrees to. These commissions may incorporate, on a one-off or permanent basis, persons outside the Governing Council.

Article 6. Composition and legal regime of the Governing Council

6.1 The Governing Council is composed of nine members appointed and freely replaced by the consortium entities.

6.2 The composition of the Governing Council is distributed as follows:

a) Six members representing the Administration of the Generalitat de Catalunya, appointed by the ministry of the department responsible for health, at the proposal of the management of the Catalan Health Service.

b) Two members representing Sabadell City Council, appointed by the Plenary of the municipal corporation.

c) A member representing the Autonomous University of Barcelona, ​​appointed by the body with competence according to its regulations.

6.3 The incorporation of new entities in the Consortium determines the incorporation of its representatives in the Governing Council, requires the modification of these Statutes and the updating of the composition, in accordance with what is agreed in the corresponding accession agreement, although that always reserving the absolute majority to the representatives of the Generalitat de Catalunya.

6.4 The Secretary and the Director General of the Consortium must attend the sessions of the Governing Council, with a voice but without a vote. If the secretary is one of the members of the Taulí, he / she shall attend with a voice and vote.

6.5 The term of office of the members of the Governing Council is four years, without prejudice to the fact that they may be appointed for new terms for the same period indefinitely or that the person who appointed them may terminate them before they have completed this term, including members appointed by co-optation.

6.6 The resignation and / or resignation of a member of the Governing Council that causes a vacancy gives rise to his replacement by the entity that appoints him. The term of office of the new member is that which remains until the end of the term of office of the person replaced.

6.7 The members of the Governing Council may delegate in writing the representation and the vote to another member of the Council for any item on the agenda or for all. This power also applies when the absentee is the President of the Taulí, although the functions inherent in this position are exercised by the Vice-President, in accordance with the provisions of Article 11 of these Articles of Association and independently. of the person to whom he delegates the vote.

6.8 The members of the Governing Council have the right to receive the rights of attendance at the sessions of collegiate bodies, in the cases, in the form and in the amount established in accordance with the applicable regulations. .

Article 7. Functions of the Governing Council

7.1 The Governing Council, by way of example and not limitation, has the following functions:

a) To orient in a general way the functions of the Consortium within the statutory objectives and to approve consequently a general plan and, in its case, annual plans of activities, that must be reflected in the budget.

b) To approve the annual budget of the Consortium, the liquidation, the general account, the inventory of goods, the balance sheet and the operating account at the end of the year, as well as to approve the report of the economic activity developed during the exercise, the result of care management, the economics of the previous year and the application of surpluses.

c) To approve provisions and regulations, including a code of good governance, that are necessary for the operation of the institution, and to adopt measures of organization and operation of the Consortium including those of organization and operation of its establishments, centers and services, as well how to set up commissions, councils or committees with the functions entrusted to them specifically in the field of their competences, and to determine and appoint their members.

d) To approve the list of jobs and staff, the general conditions of access to jobs and managerial positions, the system of performance of functions, the concepts of remuneration and remuneration not regulated by the collective agreement, d in accordance with current regulations.

e) To designate and separate, at the proposal of the Presidency of the Taulí, the position of the director or general director of the Consortium, with the determination, if applicable, of the functions assigned to it in addition to the statutory ones and the remuneration corresponding to them. exercise of this office.

f) To appoint and remove, on the proposal of the Chairman of the Taulí, the Secretary, as well as to establish the legal regime applicable to them.

g) To approve and modify, at the proposal of the General Management, the management structure and the organizational chart of the Consortium, ratifying, where appropriate, the designation of the managerial positions made by the Director General, within the framework of the procedure established by the Regulations. access to jobs.

h) To approve the agreements for the acquisition, disposal and encumbrance of the real estate and movable property that make up its assets, unless the Taulí itself establishes minimum amounts below which the decision falls to another body. This faculty includes the acceptance of hereditary rights for the benefit of inventory as well as donations.

i) Exercising the status of contracting body of the Consortium without prejudice to being able to delegate this function to procedures whose tender budget (excluding VAT) is equal to or less than six million euros.

j) To approve the agreements and contracts for the provision of services, and in particular the contracts with the Catalan Health Service and the body responsible for social services or other public or private entities, and also, in general, to approve the prices of the services provided by the Consortium and, in accordance with article 114 h) of Law 26/2010, of 3 August, on the legal and procedural regime of the public administrations of Catalonia, may exercise tax powers that health consortia may be allowed a rule of law.

k) To agree on credit operations, medium and long-term debt and treasury contracts, with the necessary authorization if applicable.

l) To approve the bases for the execution of the budget and, where applicable, the updates, which must include the obligation for the Taulí to be the body that approves the budgetary modifications and variations that may occur during the financial year.

m) To agree to exercise all kinds of actions, exceptions, appeals and judicial, extrajudicial and administrative claims and to issue resolutions in defense of the rights and interests of the Consortium, without prejudice to the fact that these powers may be exercised by the Presidency in case of urgency, in periods between sessions of the Governing Council and with the obligation to report on it in the next ordinary session to be held.

n) To establish the criteria for the organization of payments and to assign the attributions of the director or general director and of the other directors of the Consortium in this matter.

o) To authorize, for the best fulfillment of its purposes, the extension of the activities, the remodeling or the extinction of the existing ones, the creation of new centers and services that integrate the Consortium or the suppression, as well as the constitution, the merger or liquidation of entities with legal personality directly or indirectly dependent on the Consortium, and the participation in other existing ones, always within the framework of the applicable legislation and regulations.

p) To exercise, in accordance with article 114 h) of Law 26/2010, of 3 August, on the legal and procedural regime of the public administrations of Catalonia, the sanctioning powers that the health consortia may allow a norm with rank of law.

q) To act as the universal general meeting of the sole partner of the commercial entities exclusively owned by the Consortium.

r) To approve the modification of the Statutes of the Consortium and to interpret them, in case of doubt, as well as to approve the adhesion of new entities to the Consortium, the continuity or the dissolution, the fusion or the transformation, and to approve the liquidation of the goods. rights and obligations in accordance with the established legal or regulatory procedure. In all cases, the unanimous agreement of all the representatives of the three entities currently in the consortium is required.

s) To agree on the granting of specific powers in favor of any person, with the extension of powers that it decides, except for the non-delegable ones.

t) Ensure compliance with the functions of the Consortium and actively promote the implementation of internal control systems and transparency as a good governance practice.

u) All those others that are not expressly attributed to the remaining governing bodies of the Consortium.

7.2 In no case can the Taulí delegate the functions indicated in letters a), b), c), d), e), f), k), l), m), o), q) ir).

7.3 The Governing Council arbitrates mechanisms to periodically receive information regarding the professionals of the Consortium and its entities within the framework of the consideration that professionals constitute the basis and the fundamental asset for the achievement of its objectives and are the capital. of the institution.

Article 8. Delegation of functions

8.1 The governing bodies may delegate their respective powers under these Statutes to other bodies or positions of the Consortium, including members of the Governing Council, by agreement or resolution adopted for this purpose, except for those that cannot be delegated.

8.2 Delegations, where applicable, are made in relation to other bodies or positions of the Consortium, regardless of the people who exercise them at any given time.

8.3 Acts issued by delegation shall be attributed for all purposes to the delegating body as if they emanated directly from that body.

8.4 The delegation may be revoked at any time by the body that granted it.

8.5 When the delegation of powers requires the public disclosure of the agreement or resolution, the delegating body may grant the appropriate deed before a notary public specifying the functions involved in the delegated competence, or by publishing the agreement in the DOGC. with an indication that the full text is published in the electronic office of the Consortium's website.

Article 9. Presidency and Vice-Presidency of the Governing Council

9.1 The Presidency of the Governing Council corresponds to a representative member of the Generalitat, appointed by the minister of the department responsible for health, from among persons linked to Sabadell on the proposal of the director of the Catalan Health Service and who deserve the confidence of the Governing Council.

9.2 The Vice-Presidency of the Governing Council corresponds to whoever determines Sabadell City Council from among the members it appoints on its behalf.

9.3 The persons appointed to the positions of the Presidency and the Vice-Presidency and, where applicable, the other positions of government, shall hold office for a term of four years and may be re-elected by the institution or body to be appointed. -the same, for the same period of time or, in the event of replacement, for the time remaining for the replaced representative, without prejudice to their being able to be reappointed.

Article 10. Functions of the Presidency

Functions of the Presidency

10.1 The following responsibilities correspond to the Presidency of the Governing Council:

a) To exercise the institutional representation of the Consortium acting as spokesperson and executor of the agreements of the Governing Council.

b) To exercise in case of urgency, and to report to the Governing Council at the first subsequent ordinary meeting held, any power of the Governing Council except the non-delegable ones, in defense of the rights and interests of the Consortium.

c) To convene, chair, moderate, suspend and adjourn the sessions of the Council, ensuring the principle of legality, and to decide the draws with its casting vote, as well as to set the agenda of the sessions taking into account the requests of the other members previously studied.

d) Exercising the supervision and monitoring of all the services and activities of the Consortium in the execution of the action programs approved by the Council.

e) To dictate the particular provisions that it considers appropriate for the fulfillment of the agreements of the Taulí.

f) Submit to the Governing Council any documentation and reports deemed appropriate.

g) To formulate to the Taulí the proposals for the appointment and termination of the position of Director General of the Consortium and Secretary of the Governing Council.

h) To approve the announcements of access to the jobs and to propose to the competent body the compatibilities and the declarations of the incompatibilities of the personnel that render services to the Consortium in accordance with the applicable legislation.

i) Any other matter of an analogous nature that is not expressly reserved to any of its other bodies, as well as the powers provided for in the Articles of Association, and those delegated to it by the Governing Council from among those of a delegable nature.

10.2 The person holding the Presidency may delegate his / her functions to other governing bodies of the Consortium, with the exception of those that have been delegated to him in a non-delegable manner or those of the Presidency, in accordance with Law 26/2010, of 3 August, on the legal and procedural regime of the public administrations of Catalonia, and inform the Governing Council at the first meeting held.

Article 11. Functions of the Vice-Presidency

The person in charge of the Vice-Presidency replaces the president and assumes his / her attributions in the cases of vacancy, absence or illness. He also exercises the functions delegated to him by the President in writing and reports to the Governing Council.

Article 12. Secretary of the Governing Council

12.1 The Governing Council shall be assisted by a secretary who shall attend its meetings with a voice but without a vote, if it is not a member. If she is a director, she attends with a vote and a voice.

12.2 The appointment and separation shall correspond to the Governing Council, on the proposal of the President, and by a three-quarters majority of the full members of the Council.

12.3 The position must fall to a person who has a degree or degree in law, and preferably from among members of the Legal Department of the Catalan Health Service if the proposal is made by the Department of Health.

12.4 The Governing Council may appoint a Deputy Secretary who must necessarily be a person who has a degree or law degree and is a professional of the same Consortium, and requires the same majority as the Secretariat.

The same regime applies to the Deputy Secretary as to the Secretary, and has the specific powers assigned to him / her.

12.5 The term of office of the Secretary and that of the Deputy Secretary shall be four years, re-eligible indefinitely for equal periods of time.

However, the Governing Council may terminate the person designated as Deputy Secretary at any time by the quorum established by the appointment.

Article 13. Functions of the Secretariat

13.1 The secretary has the following functions:

a) To act as secretary of the sessions of the Governing Council with a voice but without a vote, except if he is a member, and to issue the corresponding acts.

b) To prepare and send the announcements of the sessions, by order of the president or president.

c) Prepare the minutes of the sessions and read the minutes, so that it can be submitted to the approval of the members at the end of the session or at the beginning of the next.

d) To keep the archive and the register of the acts.

e) To receive the acts of communication of the members with the governing body, as well as the notifications, requests of data, rectifications or any other type of writing of which it must have knowledge by reason of the condition of secretary or secretary.

f) To prepare the dispatch of the subjects, to write up and to authorize the acts and to guarantee that the members of the Council have of the mentioned acts in electronic format.

g) To certify the acts and resolutions of the Presidency and the agreements of the Governing Council, as well as the background, books and documents of the Consortium, with the approval of the President for both ordinary management and when requested by any person with right to do so.

h) Ensuring the concurrence of the appropriate authorizations of the members of the Governing Council to adopt resolutions when so determined by a legal or regulatory norm.

i) Any other function inherent to the condition of secretary, as well as those delegated or entrusted to it by the president.

13.2 In the absence of the person who has the status of secretary, the preceding functions, with the same formalities and requirements, may be exercised by the deputy secretary.

13.3 The secretary receives, where applicable, the remuneration or attendance fees for attending the sessions of the Governing Council that legally correspond to him, in the form and amount agreed in accordance with the applicable regulations.

Article 14. Regime of the sessions of the Governing Council

14.1 The Governing Council meets, on an ordinary basis, once a month, except in August, when no session is held. It may also meet in an extraordinary manner, at the initiative of the President, or at the request of the President and in writing by any of the consortium entities, or fail to hold a session due to lack of quorum or circumstances.

14.2 The meetings are held in the first and only call.

Article 15. Convening of the sessions of the Governing Council

15.1 The convening of meetings shall be in writing, preferably by electronic means, and shall be accompanied by the necessary documentation for the deliberation and adoption of agreements, as well as the minutes of the previous session, addressed to the e-mail address provided by each member, or at their home address, five calendar days in advance of the date of the meeting, and contains the agenda, outside of which no valid agreements can be made, unless they are at the meeting present all members and expressly consent.

15.2 In the event of an emergency, the call is made at least twenty-four hours in advance, either by electronic systems or by bureaufax.

In the latter case, and having considered the agenda, the Taulí must unanimously assess the existence of urgency. If the existence of urgency is not considered, the meeting of the Taulí shall be convened in accordance with the first paragraph of this article.

15.3 Without the need for a prior notice, the Governing Council is considered validly constituted in an extraordinary session when all the members of the Taulí are present and so decide.

Article 16. Quorum of constitution of the sessions

16.1 For the valid constitution of the sessions, the presence of the president, or of the vice-president or vice-president is required; of a number of members who, together with the President, make up the majority of the members of the Governing Council, and of the Secretary or of the person who replaces them.

16.2 At the sessions of the Governing Council, at the initiative of the President or at the request of any of the members, any person may be convened, provided that the President authorizes it, as an expert in any of the issues or matters that form part of the agenda, without the right to vote.

Article 17. Adoption of agreements

17.1 Agreements are reached with the vote of the majority of the directors attending the meeting. A majority is understood to be that of a number of members of the Governing Council of more than half, in whole or in part, of those attending the session, except for agreements that require qualified majorities in accordance with these Statutes. In the event of a tie, the chairman of the session decides on the casting vote.

17.2 The unanimous vote of all the members of the Governing Council representing the entities currently in the consortium is required for the validity of the agreements reached on the modification of the Articles of Association, the integration of new entities in the Consortium and the other matters provided for in Article 7.1, section r) of these Statutes.

17.3 Agreements for the admission of new members to the Consortium and for the dissolution or liquidation of the Consortium, as well as others that involve a financial contribution, require, in addition to the qualified majority provided for in the previous paragraph, the ratification of the respective institutions. which make up the Consortium.

The modification of the Statutes is not effective until the proposal approved by the Governing Council is ratified by all the institutions that make up the Consortium and is incorporated into an agreement of the Government of the Generalitat de Catalunya and published in the DOGC.

17.4 The Governing Council must approve the internal regulations necessary for the incorporation of new technologies in the holding of its sessions, always within the framework of the current legislation applicable to the adoption of agreements by the collegiate bodies and , in particular, Law 26/2010, of 3 August, on the legal and procedural regime of the public administrations of Catalonia. It may directly incorporate, in accordance with the aforementioned Law, the holding of remote or mixed sessions or the adoption of non-contact agreements and through the use of any support, image, documentary or any other that allows at all times communication and information technologies.

17.5 The Governing Council may meet exceptionally by teleconference by videoconference, multiconference or any other system that does not involve the physical presence of all or part of its members, and the call shall be made with the ordinary requirements and the minutes shall state the circumstance of non-face-to-face or mixed session. In these cases, it is necessary to guarantee the identification of those attending the meeting, the continuity of communication, the possibility of intervening in the deliberations and the issuance of the vote. The meeting shall be deemed to be held at the place where the chair is located. In the virtual meetings, attending members must be considered those who have participated in the multiconference and / or videoconference. The convening of the meetings is the responsibility of the chairman and must contain the agenda of all those matters to be discussed at the meeting and the necessary documentation.

Article 18. Formalization of agreements. The acts

18.1 The secretary shall extend the minutes of the meetings, in which he shall state the list of members who have attended; members who have excused attendance; the agenda, place, date and time at which the session begins and ends; the issues addressed; the main points of the deliberation; the agreements adopted, and the expression of the votes cast. When so requested, the minutes of the interventions made, including the individual votes, shall be recorded in the minutes.

18.2 The minutes shall be signed by the Secretary, with the approval of the President, and shall be filed with the appropriate security guarantees, to form part of the minutes book of the Governing Council, and to guarantee access to a electronic copy to the members of the Governing Council.

Article 19. The General Management

19.1 The Governing Council, on a proposal from the Presidency, shall appoint a Director General, who shall be the highest executive body of the Consortium. His appointment requires the favorable vote of two-thirds of the full members of the Governing Council.

Without prejudice to the renewal, the initial period of appointment may not exceed four years.

The General Management attends the meetings of the Governing Council and is a member of the governing and administrative bodies of the instrumental bodies of the Consortium and of the Executive Committee, if constituted.

19.2 The Consortium must formalize a contract with the General Management, in which the conditions of appointment, remuneration, competencies and working conditions are established, in accordance with these Statutes and with the regulations governing the employment relationship of senior management in force at any given time, as well as the regime applicable to senior positions in the service of the Generalitat. The contract that is signed must include an automatic submission clause and direct application of the regulations that are issued at any given time and that affect it, be it of any rank and of basic state or regional scope.

Article 20. Functions of the General Management

20.1 The following are the functions of the General Management:

a) To represent administratively the Consortium and to relate like director or general director with the public administrations, the institutions, the organizations and the individuals.

b) Execute and enforce the agreements of the Council, and the provisions of the Presidency.

c) To formulate the annual accounts and the proposal of liquidation of the budget that must be submitted to approval of the Governing Council once audited.

d) To formulate, through the Presidency, the proposals of regulations of organization and operation and the organizational chart of the centers, establishments and services of the Consortium, as well as of any other question that is of interest for the good operation of the institution .

e) Elaborate and propose, through the Presidency, the health policy and strategy of the Consortium, as well as the priority of the actions to be initiated.

f) To preside over the collegiate bodies of the Consortium that have executive functions, in which it exercises the quality vote, if applicable.

g) To set up, on a temporary basis, commissions, committees with specific functions in the field of their competences, and to assign to them the people who have to integrate them.

h) To act as chief of staff of the Consortium, in accordance with the guidelines established by the Governing Council.

i) To administer the patrimony and the goods of the Consortium according to the attributions that the Governing Council assigns to him.

j) To approve the projects of works, facilities and services up to the amount set by the Taulí, and to act as an administrative contracting body in those tenders delegated to it by the Taulí, in accordance with article 7.1, section i), of these Statutes.

k) Order the payments in accordance with the powers assigned by the Governing Council.

l) Direct and inspect the centers, establishments, services and units managed by the Consortium or its instrumental bodies, and exercise their senior management and that of all staff, in accordance with the Council's guidelines.

m) To attend the meetings of the Taulí with a voice but without a vote.

n) To form part of the governing and administrative bodies of the instrumental entities of the Consortium.

o) Prepare the documentation that, through the Presidency, must be submitted to the Governing Council for consideration and report on everything necessary for the proper exercise of its powers, particularly with regard to the preparation and compliance with the annual budget.

p) To form part of the Executive Committee, if constituted.

q) Promote and ensure compliance with adequate internal control in the operations and activities of the Consortium, promoting transparency tools and encouraging the use of technologies that allow effective access of citizens to the services provided.

r) The others that the Governing Council and / or the Presidency delegate to it.

20.2 The person in charge of the General Management may delegate his / her statutory functions to other directors of the Consortium, and inform the Governing Council at the first meeting it holds, which must take note of them and approve them, except in the case of of urgency, in which the approval of the Presidency is sufficient, even if it is reported at the next session of the Governing Council to be held.

Chapter IV: The economic regime and the acts of administrative nature

Article 21. Heritage

21.1 The patrimony of the Consortium is made up of all kinds of movable and immovable property, and rights of any nature, susceptible of economic valuation, without other limitations than those established by law.

21.2 The assets of the Consortium are reflected in the corresponding inventory, which must be periodically reviewed and approved by the Governing Council. The patrimonial variations appear in the report of the annual accounts of the Consortium.

21.3 The legal regime of the patrimony of the Consortium is subject to the limitations or specificities that at the time the initially consortium entities incorporated to the public instruments of cession.

21.4 The legal regime of the patrimony of the Consortium coming from donations of individuals between living or due to death and, in particular, the real estates that are not assigned to the benefit of the own activities of the Consortium, must be subject, with respect to acts of disposition (alienation, rent or other), to private law, with respect to the principles of publicity and concurrence and allocating its fruits to that purpose determined by the donor or by the donor or deceased or deceased, without more limitation than the which are established by law.

Article 22. Available resources

22.1 To achieve its objectives, the Consortium has the following resources:

a) The returns of the services that he provides, in any form admitted in law, including, where applicable, the positive results of his mercantile entities.

b) The contributions that come from the consortium entities.

c) The products of its assets, including the financial performance of its funds.

d) The credits you obtain.

e) Subsidies, donations, inheritances, legacies or grants of any kind received and accepted by the Consortium.

f) Any other that may correspond to it.

22.2 The funds of the Consortium must be kept in bank accounts opened directly in its name.

22.3 Assignments or donations made by private individuals or legal entities must be acts of mere liberality and may not entail preferential healthcare rights or be subject to conditions incompatible with the purposes of the Consortium.

Article 23. Accounting and budgetary system

23.1 The accounting and budgetary system, in accordance with the provisions of the sole additional provision of Law 15/1997, of 25 April, on the authorization of new forms of management of the National Health System, is established by the Administration to which it is attached, without prejudice to the subjection to the provisions of Organic Law 2/2012, of 27 April, on budgetary stability and financial sustainability.

In any case, provided that the requirements established by article 68 of Law 7/2011, of 27 July, on fiscal and financial measures are met, the Consortium enjoys management autonomy for the preparation, the approval and management of budgets, as well as for the application of the General Accounting Plan established by Royal Decree 1514/2007, of 16 November, approving the General Accounting Plan, or its replacement, without prejudice to following the partial plans issued by reason of the implementation of the said Royal Decree, and in order to incorporate mechanisms for monitoring and controlling the execution of its annual budget, the annual investment plan and the financial statements, by approving budget execution bases and other budget management instruments.

23.2 The annual accounts are prepared by the General Management within the first calendar quarter following the end of the year and include the aspects required at any given time by the legislation on capital companies (currently, balance sheet, profit and loss account). and earnings, statement of changes in equity, statement of cash flows, report, and management report).

In addition, it incorporates the budget settlement for the year, which must also be subject to verification by the body responsible for the audit.

The Governing Council must approve the annual accounts during the first half of the same financial year in which they are prepared.

23.3 The Governing Council shall approve the budget for the following financial year before 31 December of each year, and shall include all annual revenue and expenditure.

23.4 The Governing Council shall decide on the destination of the balances for the year, without prejudice to external authorizations if these are necessary, in accordance with the regulations in force at any given time.

23.5 The general system of economic and financial control of the Consortium is implemented through the audit of the annual accounts, for which the body in control in this matter of the Catalan Health Service must be responsible.

In any case, provided that the requirements established in article 68 of Law 7/2011, of 27 July, on fiscal and financial measures, supervision and control over the economic, financial and management activity of the company are met. Consortium must be carried out when this activity has been carried out by the external audit system, on an annual basis and in accordance with current regulations.

Article 24. Public procurement

24.1 The legal regime applicable to the contracting of works, facilities, goods and services of the Consortium is that which establishes at any given time the subjective scope of the regulations of public sector contracts, as well as the rest of state and regional regulations. deploying it, and currently the Consortium is considered a contracting authority Public administration.

24.2 The condition of contracting body in the terms that are incorporated in these Statutes corresponds to the Governing Council, without prejudice to the delegation that, according to the terms provided for in these Statutes, to other bodies or positions of the Consortium, the delegations that are made to the General Management, and the possibility, in each case, of delegating to other bodies or positions of the Consortium.

Article 25. Administrative acts

25.1 In accordance with the provisions of these Statutes, the Consortium is subject to public law and its acts may be challenged administratively before the Governing Council, and in accordance with the rules of current administrative procedure legislation.

25.2 Against the agreements of the Governing Council, against the resolutions of the Presidency, and against the agreements and resolutions of the other bodies of the Consortium issued by virtue of delegation of the Governing Council, which exhaust the administrative route, regardless of the immediate enforceability , in accordance with article 8 of Law 29/1998, of 13 July, regulating administrative contentious jurisdiction, an administrative contentious appeal may be lodged with the courts and / or courts corresponding to the Consortium's domicile. However, against these resolutions, the interested parties may choose to lodge an appeal for reversal in accordance with the provisions of the applicable administrative procedure regulations.

25.3 An appeal may be lodged against the resolutions issued by other bodies of the Consortium before the Governing Council of the Consortium, in accordance with the provisions of the applicable administrative procedure regulations.

Article 26. Staff regime

26.1 The staff of the Consortium is contracted and is governed by the rules of labor law, as well as by other public employment regulations that apply to it.

Notwithstanding the foregoing, the consortium public administrations may assign civil servants, labor or statutory staff, in commission of services or in the situation that legally corresponds. These staff are governed by the regulations that apply to them at all times, depending on the origin and nature of the employment relationship.

26.2 The selection of permanent staff must be carried out through a public call, in accordance with the principles of equality, publicity, merit and capacity, as well as the other principles established by the basic regulations.

26.3 The Consortium must have the necessary staff to carry out its functions. The number, categories and functions are reflected in the staff approved annually by the Governing Council.

Chapter V: Of the adhesion, the separation and the dissolution

Article 27. Accession of new entities

27.1 Other public or private administrations or non-profit entities or entities that have an interest in collaborating in the achievement of its objectives may join the Consortium, as well as make contributions or provide the services that constitute its objective.

27.2 The agreement for the accession of new members must follow the procedures, quorums and requirements provided for in these Statutes to amend them.

Article 28. Separation of the Consortium

28.1 In the event that any of the institutions that make up the Consortium decides to separate from it, it may remain in force, if so agreed by the remaining institutions.

28.2 The Consortium automatically enters into dissolution in the event that the Generalitat de Catalunya decides to separate from it, or that it is made up of less than two members.

28.3 In all cases, for the conformity of the will of the body to determine the continuity or dissolution of the Consortium, it must proceed in accordance with current legislation and in the manner established by these Statutes with respect to quorums and requirements.

28.4 The requirements for the separation of the Consortium are:

a) The formal notification of the decision, before the Governing Council, with one year's notice.

b) The institution that wants to separate must be aware of the commitments assumed prior to the proposal.

c) The institution that wants to separate must guarantee the liquidation of the obligations approved until the moment of the separation.

28.5 In the event that the separation of the Consortium is agreed, the rights, obligations and assets of the Consortium must be partially settled, as the case may be, as well as the existing works or facilities in favor of the Consortium. consortium institutions, in accordance with the rules set out in the following article.

Despite this, the entities currently in the consortium have consolidated all their initial contributions in favor of the Consortium and, therefore, if there is a separation of some of the entities, except for the Generalitat de Catalunya, no partial settlement.

28.6 The legal impossibility for any entity to be a consortium entity will produce ex lege effects, without the need to comply with the required prerequisites, and without prejudice to claiming from the separate entity compliance, if any, with the outstanding obligations.

Article 29. Dissolution of the Consortium

29.1 The Consortium is dissolved in the event that it becomes one of the causes of automatic dissolution provided for in the Articles of Association or the regulations in force at the time or if it is materially impossible to meet its objectives. It can also be dissolved at the unanimous proposal of the Governing Council, ratified by all the member entities of the Consortium.

29.2 In the event of automatic dissolution or the adoption of a dissolution agreement, the assets, rights and obligations of the Consortium must be liquidated and the existing works or facilities reverted, in accordance with the following guidelines:

a) The Governing Council must appoint a liquidation commission, made up of three experts of recognized professional solvency, not linked to the Consortium in the five years prior to the appointment, who must determine the liquidation fee corresponding to each member of the Taulí. Consortia.

b) In no case may the process of dissolution and liquidation of the Consortium entail the suspension, suspension or non-provision of the healthcare, health, socio-health, social and teaching services carried out by the Consortium. The Administration of the Generalitat de Catalunya must adopt the necessary measures to guarantee the continuity of the service and functions, and also guarantee the continuity of the jobs of the staff of the Consortium, without prejudice to maintaining the autonomous character of the Consortium until formal liquidation or dissolution is carried out.

c) The constitution of the liquidation commission does not imply alteration in the operation of the organs of the Consortium, except for the attributions that the Governing Council foresees as non-delegable in articles 7 and 8 of these Statutes, that require the control and the subsequent approval by the Catalan Health Service.

Article 30. Merger of the Consortium with other consortia

30.1 The Consortium may only merge with another consortium provided that within the governing body of the resulting new consortium the Generalitat de Catalunya retains a majority of at least half plus one of the members.

30.2 The merger requires the following procedure:

a) The Governing Council must approve the agreement to initiate the merger procedure with a two-thirds majority of the full members of the Council.

b) The merger file must contain the background of the consortia to be merged, the justification report, the complete report on the merger project (care, professional integration, assets ...), the legal report and the economic report with the concretion of the contributions of the members of the resulting Consortium and the proposal of the consolidation of the assets and liabilities of the consortiums of origin and the subrogation of the new entity in the rights and obligations of the entities of origin.

c) The Governing Council must unanimously approve the draft Articles of Association of the Consortium resulting from the merger, which must subsequently be approved by each of the entities that are members of the merged consortium. Any of the entities except the Generalitat may request the separation of the Consortium of origin if it does not agree with the draft merger and the draft statutes, in accordance with the procedure established in article 28 of these Statutes, without the need for the notice established in article 28.4 a).

d) Once the draft statutes have been approved by all the consortium entities resulting from the merger, these statutes do not become applicable until they are incorporated into a decree approved by the Government of the Generalitat de Catalunya and published in the DOGC.