The Club Náutico de Sant Antoni is facing questions over the authority of its board to support the Club Náutico de Ibiza’s bid for the new concession of the sports marina in Ibiza port.

The Sant Antoni club has acted as an integrator of financial solvency in the Ibiza club’s tender offer, accepting joint responsibility for the successful fulfilment of the concession. The commitment is linked to investments with a currently known minimum reference of €20 million.

The central issue is not that the directors have been found criminally liable. Rather, it is whether the club’s governing board had the authority to make such a significant financial commitment without first obtaining approval from the General Assembly of members.

Why the Sant Antoni club is involved

The Club Náutico de Ibiza is one of the two remaining bidders in the competition for the management of the sports marina in Ibiza port, alongside Puertos y Litorales Sostenibles.

The Ibiza club does not independently demonstrate the €3.3 million minimum net worth required by the tender conditions and has therefore relied on third parties to integrate its financial solvency.

The Club Náutico de Sant Antoni is one of those entities. Its participation means it could be held jointly responsible for the successful fulfilment of the concession under the terms of the tender.

The concession would run for 25 years, and the investment commitment associated with the offer has a minimum known reference of €20 million.

The question over the General Assembly

The dispute centres on the statutes of the Club Náutico de Sant Antoni.

According to the documentation cited in the reporting, Article 20.9 gives the board authority to assume financial commitments provided their total amount does not exceed 20% of the club’s most recently approved annual budget.

If a commitment exceeds that threshold, the statutes require a General Assembly to be convened specifically to consider it.

The available reporting says no such assembly was convened before the commitment was made. The club itself has not publicly provided a detailed explanation of the decision.

The €20 million figure needs context

The €20 million figure does not mean that the individual directors personally owe €20 million.

It represents the minimum investment associated with the concession and the scale of the financial responsibility assumed by the Sant Antoni club if the conditions of the concession are not fulfilled.

The directors' potential personal liability would be a separate question requiring additional facts and legal findings.

The APB still has to assess the issue

The Autoridad Portuaria de Baleares has already identified documentation issues in the tender.

The two remaining bidders were given a period to correct formal deficiencies in their submissions. In the case of the Club Náutico de Ibiza, one of the outstanding documents concerns a certificate confirming that the Club Náutico de Sant Antoni was up to date with its payments to the port authority.

However, the more fundamental question is whether the Sant Antoni club's integration of solvency was approved by the body legally or statutorily competent to make that decision.

If the APB concludes that the required authority was missing when the offer was submitted, the issue could affect the validity of the Club Náutico de Ibiza's bid rather than being something that can simply be corrected through the ordinary three-day document-submission process.

What the statutes say about directors' responsibility

The Club Náutico de Sant Antoni's statutes also contain provisions concerning the responsibility of members of its governing bodies.

Article 43 establishes responsibility towards the club, its members and third parties in cases involving serious fault or negligence.

Separately, Article 77 of the Balearic Islands' Law 2/2023 on physical activity and sport establishes liability for members of governing bodies in connection with damage and debts caused through intentional, culpable or negligent acts, as well as agreements they voted for.

These provisions do not automatically make the directors personally liable for the €20 million commitment. A specific liability would depend on the facts and the applicable legal procedure.

A possible disciplinary issue

There could also be a disciplinary dimension if it were established that the board deliberately assumed powers reserved for the General Assembly.

The Balearic sports law classifies certain conduct involving the illegitimate assumption of powers, abuse of authority or breaches of statutes by sporting directors as very serious offences.

Any such consequence would require the relevant facts to be established through the appropriate procedure.

What about criminal liability?

Criminal liability is a much higher threshold.

The reporting identifies Article 252 of Spain's Criminal Code, concerning misappropriation or disloyal administration, as one possible legal framework in an extreme scenario.

But simply making a decision that allegedly exceeded the board's authority would not by itself establish that a crime had been committed.

For criminal liability to arise under the scenario described, there would need to be evidence of the relevant breach of duties, an actual financial loss and the necessary knowledge or acceptance of the possibility that the conduct would cause that loss.

There is currently no finding in the material reviewed that the directors committed such an offence.

Important facts still need to be established

Several pieces of information remain important to determining the consequences of the decision.

These include the minutes of the board meeting at which the commitment was approved, the individual votes, the commitment and certification submitted to the APB, the club's annual budget at the time of the decision and any financial consequences already recorded or claimed.

Those documents would help establish who participated in the decision, what authority they relied upon and whether the statutory financial threshold was exceeded.

The tender remains unresolved

The Club Náutico de Ibiza and Puertos y Litorales Sostenibles remain the two bidders in the marina concession process.

The APB must assess the documentation submitted by both candidates and determine whether the respective offers meet the tender requirements.

For the Club Náutico de Ibiza, the role played by the Club Náutico de Sant Antoni has become a significant issue because the validity of that financial solvency integration may depend on whether the Sant Antoni club's board had the necessary authority to make the commitment.

For now, the most significant development is therefore not a criminal proceeding against the Sant Antoni directors, but an unresolved question over corporate authority, the club's financial exposure and the validity of the Ibiza marina bid.

Any criminal responsibility would require a separate legal assessment based on facts and evidence that have not yet been established.