A legal report commissioned by Cepyme management considers the statutory change rejected by CEOE to be legal

The management of Cepyme is convinced that the statutory change agreed two weeks ago, which eliminates the delegated vote in the SME employers' association , is legal. This position is reinforced by a legal report to which EL PAÍS has had access, which considers the modification to be "in accordance with the law." "It must be considered valid and in accordance with the law, having been adopted by the competent body duly convened for this purpose," says the report commissioned by the general secretary of Cepyme and prepared by the firm Moreno Catena & Venturi. This report comes to light after the letter that the majority of the Executive Committee of Ceypme has sent to the management, in which they reject the modification and threaten legal action. The clash occurs at the doors of the electoral process that will face the current leader, Gerardo Cuerva, with the defender Antonio Garamendi, president of CEOE, who is seeking a replacement in the SME employers' association. The report, while supporting Cuerva's position, clarifies that the "disagreement" surrounding the reform suggests that it should be ratified before the elections.

The signatories of the letter asked Cuerva to “immediately withdraw the reform of the Internal Regulations approved illegally”, and announced that, if this is not carried out, the directors reserve “the corresponding legal actions to protect the rights of the members of Cepyme, including the request for a precautionary measure for the immediate suspension of the aforementioned agreement”. The key to this reform is the elimination of the delegated vote, by which a voter can give up his participation to another person. The current management of Cepyme rejects this approach: they believe that the elimination of the delegated vote democratises the organisation. “We cannot accept that our organisation is not governed by democratic principles. It is inconceivable. In the 21st century in democratic Europe they want to vote as they did under Franco. And they are going to destroy the credit of the organisations”, indicate these sources.

The legal report considers that, based on the statutes of Cepyme, that “the Executive Committee has no statutory or regulatory powers to establish or modify the internal rules of the confederation” and that the power corresponds to the Board of Directors (led by Cuerva). “The associative will of Cepyme as a confederation does not reside in the Executive Committee, but in the General Assembly and, more daily, in the Board of Directors”, the report continues, going so far as to label as “incoherent with the spirit of the statutes and incompatible with the regulation of the powers of the Executive Committee” to interpret that it is up to it “to make a binding decision on whether or not to formulate a proposal to modify the Regulations”.

“Such an interpretation must be considered contrary to law, because it unduly attributes to the Executive Committee prerogatives that the Statutes do not recognise or assign to it, and advocates the infringement of the voting rights of member organisations. In this way, the process of expression of the associative will of Cepyme members would be distorted,” the report adds.

The legal analysis, commissioned by Cepyme's management, summarizes its position with the following statement: "We therefore conclude that the president's decision [...] was in accordance with the law, and, ultimately, the agreement of the Board of Directors of February 18, 2025 [...] must be considered valid and in accordance with the law, having been adopted by the competent body duly convened for this purpose."

The report acknowledges that “the legal process necessary for the amendment to be validly incorporated into the text of the Internal Regulations has not been completed.” It clarifies: “As a result of the provisional validity of the amendment, the president of Cepyme would be authorized to call the next General Electoral Assembly (scheduled as a result of the end of his mandate in March of this year) warning voters that it will not be possible to grant any delegation of vote or representation to another voter.”

However, the authors of the text consider that "the significance of the aforementioned regulatory modification and the discrepancy that has arisen within the governing bodies that has been set out in this report advise that, prudently and before the time when the next Electoral Assembly is scheduled to be held, a General Assembly of the Confederation be called, the agenda of which includes a point relating to the ratification, if applicable, of the regulatory modification agreed by the Board of Directors, thus clearing up the doubts raised about its legality."