The Civil Association is established "ASSOCIAZIONE GIOIELLO CONTEM-PORANEO". (Contemporary Jewellery Association) The Association is apolitical, non-profit and without an expiry date.
The Association has its seat in Trieste. Other offices may be opened in Italy or abroad.
Article 3 - Intent
The general aims of the Association are to create a permanent voluntary associative centre. It does not pursue an aim to profit.
The Association generally operates in the following sectors: promotion of culture and art; promotion of the exchange of artefacts; training; education; research; preservation and appreciation of objects with historical and artistic interest: organization of work.
The Association deals mainly with the jeweller's art sector. The Association has the particular purpose of: - promoting contemporary jewellery art culture;
- divulging press to promote and publicize art jewellery;
- to promote study and research with reference to the production of art jewellery and its typification;
- to reinforce interpersonal contacts of the members and non members, bringing together the people interested in this sector;
- educate people, especially young people, to direct them to this discipline through long and short courses;
- to propose the right regulations to coordinate the laws that govern this sector in Europe;
- collect information through censuses and research of the activity connected to the sector (jewellery artists, galleries, museums, schools etc.);
- to promote also commercially the members and their production. The Association establishes its activity through:
- shows, fairs and cultural events in state and private premises, in Italy and abroad;
- symposium, conferences, conventions, round tables in Italy and abroad;
- two yearly and three yearly exhibitions of contemporary jewellery at a national and international level;
- training through short and long term courses in public and private venues;
- collaboration with Italian and foreign state and private schools;
- promotion and registration of trademarks and patents;
- contacts with public and private institutes;
- creation of jewellery embassies, by the way of permanent exhibitions in public or private agencies, both in Italy and abroad;
- cultural exchanges and twining with associations of a similar nature;
- publications (newsletters, quarterlies, catalogues, etc.) in paper, digital or using new technologies;
- set up of web sites and therefore a digital archive on Internet;
- promotion of the artefacts; - establishment of a library of jewellery;
- opening of workshops, open to members.
The Association cannot carry out activities different to those mentioned above apart from those directly connected or those incidental by nature to those of the statute, in that they are supplementary to the same.
Article 4 - Assets
The Association's assets are made up of personal property and real estate attained by the Association by whatever title, from donations or contributions from public and private bodies, corporations and natural people, and the net operating surplus.
To execute its obligations the Association has available the following income:
- from deposits made by its associates;
- from any other deposits of whatever type from the associates or other natural persons and corporations;
- from revenue realized by its assets;
- from income made carrying out its activity.
The general meeting sets down annually, on suggestion of the Board of Directors, the minimum subscription to be made on joining the Association, by those intending to join the Association, as well as the yearly membership fee for the Associates.
Subscription to the Association does not constitute financial obligations or outlays beyond that of the original subscription payment and yearly membership fee. However other contributions to the Association by the members are optional.
Deposits made to the endowment fund can be of any size, apart from the initial minimum payment and the yearly membership fee.
They are without security, not returnable, cannot be revaluated, in any event, even in the event of dissolution of the Association, in the event of death, of extinction, cancellation or of expulsion from the Association, can therefore make an additional deposit to the endowment fund.
The payment does not form other rights of participation and, especially does not form undivided shares that can be transferred to third parties, neither through succession as a particular title nor by succession as a universal title.
Article 5 - The Members
The members, in the title of natural people, corporations or bodies subscribing to the Association are characterized as:
Subscription to the Association is indefinite and cannot be made temporary. All members have the same rights whatever category they belong to.
Subscription to the Association entails for the eldest member and in any case for the corporation or company, the right to vote in the assembly to approve or modify the statute and rules and to nominate the Association's board members.
The founders are natural people, corporations and/or companies who took part in the original establishment of the Association.
The ordinary members of the Association are the natural persons, corporations and/or companies who joined since it has been set up.
The meritorious members of the Association are the natural persons, corporations and/or companies who deposited amounts thought to be particularly relevant by the Board to the endowment fund or those, who, according to the Board, stand out in their activities connected to the Association.
Those wanting to subscribe to the Association must make a written request to the Board declaring to share the aim proposed by the Association and the commitment to approve and observe the statute and regulations.
The Board must take care of, in order, the subscription requests within sixty days of receiving them; the absence of a refusal within this period, means that the request has been accepted. In the case of refusal, the Board does not have to explain the reasons for refusal.
Whoever subscribing to the Association, can in any moment notify the same of their wish to withdraw from the said Association; this withdrawal has immediate effect. In the presence of strong reasons, anyone belonging to the Association can be expelled upon decision by the Board.
The expulsion comes into effect thirty days after notification of the decision; the notification must contain the reasons why this decision was made. In the case that the excluded party does not agree with the reasons, he can resort to the arbitrator of whom to the present statute; in this case expulsion is suspended until a decision is made by the said arbitrator.
Membership can also be lost, on the decision of the Board, for non payment for two consecutive years of the annual membership fee. Every member receives from the Association at least once a year, a paper on the activities carried out by the Association.
Every member has the right to take part in all the Association's activities, to control the balance sheet and to request a copy of the minutes and decisions of the annual meeting.
Article 6 - Association organ
They are organs of the Association:
- the Members assembly;
- the President of the Board;
- the Vice President of the Board;
- the Board;
- the Secretary of the Board;
- the Treasurer;
- The Auditors, if nominated.
Article 7 - The national assembly
The assembly is made up of all the founder members, ordinary and meritorious up-to-date with payment of the annual membership fee.
The ordinary meeting takes part at least once a year within the month of April, or within the month of June every year, if particular circumstances request it, to approve the final balance and the budget. It also:
- arranges the nomination of the Board, of the President and Vice President of the Board, the Treasurer and if necessary of the Auditors;
- outlines the general activity of the Association;
- decides, on proposal by the Board, the annual membership fee;
- approves, on proposal by the Board, the rules that regulate the Association's activity;
- decides on the use of revenue or surpluses however nominated, as well as funds, reserves and capital during the Association's being, in the case that this is allowed by the law and the present statute.
The extraordinary meeting decides on:
- any changes to the present statute;
- breaking up and winding down of the Association and the allocation of its patrimony.
The meetings both ordinary and extraordinary are called by the President, also outside the offices, each time it is thought to be necessary, or if requested by at least ten members or by at least a third of the acting Board or by the Auditors, if nominated.
Notice of the meeting, both ordinary and extraordinary will be given in the form of a written communication to be posted on the notice board in the offices and sent to the homes of the members at least ten days before the date of the first convocation, giving proof of receipt. The notice must contain a list of the matters to be dealt with, the place of meeting and the date and time of the first and second convocations.
The second convocation must be at least an hour after the first. The ordinary meeting is valid whatever the matter to be dealt with: at the first convocation when there are present or represented enough members to represent the majority of the votes of all members; at the second convocation whatever the number of votes of members or delegates.
The decisions are taken with the absolute majority of votes by the members or delegates present at the meeting. The extraordinary meeting, both at the first and second convocation, is decided whatever the matter to be dealt, with a favourable vote by half plus one of the members who has the right to vote. If the decision to be made is that of winding up the Association, at both the first and second convocation, at least three quarters of the members with a right to vote must be favourable. Every member has the right to vote.
The mode of voting will be decided by the Assembly. Elections for the decisional posts will be made by relative majority, but can also be elected by acclamation. Members, not able for any reason to be present at the meeting can be represented only by other members with written notice. Each member can be delegated by a maximum of 2 (two) members.
The meeting is chaired by a person chosen by the Assembly. The secretary is nominated by the Assembly. The secretary can be a non-member.
The nomination of the Secretary does not take place when the minutes are drawn up by a Notary. Also the minutes drawn up by a Notary must be written in the meeting register and decisions of the Assembly.
It is possible to hold meetings of the Assembly, whatever the matter to be dealt with, with interventions from different locations, adjacent or distant, connected by audio/video and with the following conditions, which must be noted in the relevant minutes:
- that the collective method and the principles of good faith and equality in treatment of the members are respected; - that the President and Secretary of the meeting are in the same place to write and witness the minutes;
- that the President of the meeting is able to identify and legitimate the interventions, regulate the meeting, ascertain and proclaim the results of the vote;
- that the person writing the minutes is able to hear properly the happenings that are object of the minutes;
- that it is possible for those intervening to take part in the discussions and to vote simultaneously on the matters to be dealt with, as well as being able to see, receive and transmit documents;
- that the locations connected by audio/video by the company are indicated in the notice of convocation, from which the interventions can flow in, while considering that the meeting is held in the location where the President and Secretary are present; also attendance forms must be prepared for all the locations audio/video connected to where the meeting is held.
Article 8. The Board
The Association is managed by a Board comprised of a minimum of 5 (five) and a maximum of 15 (fifteen) members
– including the President, Vice President and Treasurer
– to be elected by the members of the Assembly, who determine the number.
These posts are held for three years and can be re-elected. The Counsellors do not receive payment apart from the reimbursement of documented costs sustained while working for the Association.
In the case that one or more Counsellors resigns or passes away the Board will provide for their substitution through co-optation.
In the case that through resignations or other causes, in the course of the same management period, the majority of the Board members are missing, the whole Board is seen as being lapsed and the Auditors must immediately call a meeting to elect a new administration.
The Board is called by the President or his substitute at least twice a year or every time he feels it is necessary or when a request is made by at least two Counsellors.
The Board nominates a Secretary chosen from those outside the same Board.
The Secretary's nomination must be made in the case that the Assembly has not nominated a Treasurer. The convocation must be written and sent at least five days before the meeting and if urgent by telegram, telefax or electronic post (e-mail) or any other equivalent way that gives proof of receipt, so that the Counsellors are informed at least a day before the meeting.
The Board is headed by the President and in his absence or impediment by the Vice President, in the case of absence or impediment of the latter by the Counsellor eldest by age.
The Board is legally made up when the majority of the components are present. The Board decides when there is a favourable vote by the majority of the present. In the case of an equal number of votes the chair prevails.
The decisions of the Board are transcribed on special registers for minutes and are witnessed by the President and Secretary of the meeting.
The Board meeting can be held with interventions from different locations, adjacent or distant, connected by audio/video according to the conditions foreseen for the members meetings.
The Board is invested with power for the management of the Association and in particular, the Board must: a) organize the activities of the association in general; b) determine the minimum membership fee and other fees, according to that foreseen by the rules, and to propose this for approval by the members' assembly; c) approve new members, nominate meritorious members and examine new activities proposed by members; d) prepare the internal regulations and eventual changes to the same to propose to the ordinary members meeting for approval; e) prepare the final balance and budget to subject for approval by the Assembly; f) decide on the admission and exclusion of members.
Article 9 - President
The President of the Association represents the Association to third parties and legally. On decision by the Board, the President can attribute the representation of the Association also to those outside the Board.
The President of the Association is, on the basis of the directives from the assembly and the Board, to whom the President reports on the activities carried out, responsible for the ordinary running of the Association.
The president calls the assembly, the Board, follows the implementation of decisions, oversees the running of the administration of the Association, verifies the observation of the statute and regulations and makes reforms whenever necessary.
The President oversees the preparation of the final balance and budget to be put to the Board for approval and then to the assembly, taking care of the relationships.
Article 10 - Vice President
The Vice President substitutes the President in every way every time the latter is absent or impaired from carrying out his duties. Intervention by the Vice President proves to third parties the absence or impediment of the President.
Article 11 - Secretary
The duty of the Secretary is that of writing the minutes of the Board meetings and to assist the President and Board in the performance of the executive activities that are necessary or opportune for the running of the administration of the Association.
The Secretary looks after the minutes of the Assembly, Board and also the book containing a list of the members of the Association.
Article 12. Company books
As well as keeping the books requested by law, the Association keeps the minutes of the meetings and decisions of the members, Board and Auditors as well as the members list.
Article 13 - Treasurer
The Treasurer – or the Secretary in the case that the assembly has not yet nominated a Treasurer – looks after the management of the Association's cash on hand and does the book keeping, makes the relevant checks, controls the books, prepares, from a financial point of view, the final balance and the budget, with the relative financial reports.
Article 14 - The Auditors Committee
The Auditors Committee, if nominated, consists of three effective members and two substitutes (the latter enter in every eventuality of the termination of an effective member), who can always be re-elected.
The role of Auditor is not compatible with the role of Counsellor. For the term of the posts, the re-electability and payment the same apply as those for the Board members included in this statute.
The Auditors keep in order the books of the Auditors meetings, have the right to take part in the meetings of the members and Board, have the right to intervene verbally but not to vote, verify the accounting of the Association and relative books and advise on the financial balances.
Article 15 - Roles
The only roles that may be held by the same person are exclusively those of Secretary and Treasurer.
Article 16 - Balances
The Association's financial year finishes on the 31 December every year. Within the month of February of each year the Board is called to prepare the final balance of the previous financial year and the budget to put forward for approval by the assembly.
The balances must be deposited at the seat of the Association in the 15 (fifteen) days preceding the meeting called for their approval, and be available to all those who are interested in reading them.
Article 17 - Operating revenue
The Association is forbidden to distribute, even in an indirect way, operating revenue or surplus however named, and also funds, reserves and capital during the existence of the Association unless it is obliged by law or it is made to other non profit organizations of social benefit (Onlus) that by law, statute or regulation are part of the same and unitary structure.
The Association is obliged to use its revenue and operating surplus to carry out institutional activities and those directly linked.
Article 18 - Winding up of the Association
In the case of winding up for any cause, the Association has the obligation to donate its patrimony to other organizations with similar aims or for social benefit, according to the controlling body of the law, article 3, comma 190, of the law 23 December 1996 n. 662, unless otherwise destined by law.
Article 19 - Court of jurisdiction
For any controversy arising under the execution or interpretation of this statute and what can become object to compromise, it will be decided by an out of court arbitrator who will judge fairly and informally, allowing for an amicable composition.
The arbitrator will be chosen by both parts; in the case of non agreement, the arbitrator will be chosen by the President of Trieste Law Courts.
Article 20 - Other dispositions
To regulate that not foreseen by this statute, the Association must have an internal regulation, proposed by the Board, and that will be approved by the members' assembly.
Where it is not specifically regulated, referral must be made to the Company regulations contained in book I of the Civil Code and, subordinately, to the regulations contained in book V of the Civil Code and applicable laws.
F.to PATRIZIA BONATI
F.to ROSELLA CIGOGNETTI
F.to RITA MARCANGELO in LOMBARDO
F.to ANDREA LOMBARDO
F.to ALESSIA SEMERARO
F.to MAURIZIO STAGNI
(LS) F.to dott. FURIO GELLETTI - Notaio