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Art 1 CONSTITUTION AND SEAT
It consists of the association ITALCOGEN (hereinafter the "Association") between manufacturers and distributors of equipment, machines and systems of distributed cogeneration of energy. Association has headquarters in Milan, on the premises of the Federation of National Associations of Mechanical and Engineering "ANIMA".
Art 2 PURPOSE
The Association excludes from its activity any act having for profit, it acts as part of the Federation ANIMA organizational and system Confindustriale.
The association has the function of defending and protecting the interests of the class that represents institutionally, to support the collective interests of member companies through every suitable initiative; represents the policies of the industrial sector and is responsible for compliance with the principles of this statute against its members and the bylaws ANIMA against the Federation.
For the pursuit of these goals, the Association:
a) conduct research in the interests of the members, all the problems of a technical, economic, fiscal and legislative and collaborates with standardization bodies and certification in the drafting of legislation relating to technical and quality systems related to the field represented;
b) enhance understanding and facilitate the increased use of the products by promoting trade fairs, exhibitions, conferences, etc.., both in Italy and abroad;
c) promotes and develops, with the most appropriate means (publications, congresses, meetings, travel, etc.), the technical cooperation, scientific and economic between the associated for the purpose of improvement of the equipment;
d) set up relations with other Italian and foreign associations;
e) take any initiative in order to encourage collaboration among the member companies;
The association has decision-making autonomy, operational and representation towards third parties in the person of its President.
Art 3 MEMBERS
Members of the Association are divided into Ordinary Members, and Associates Aggregates. and Honorary Members.
They may ask to join the Association as Ordinary Members businesses of companies identified in art. 1.
They can join the Association as Associate Members all companies that carry out their activities in complementary sectors of activity in all'Art.1.
Ordinary members of the Association must be part of the ANIMA Federation.
It is possible that a firm is associated, even if your business includes areas other than those referred to in Article 1. In this case the membership fee (hereinafter will be referred to as "membership fee" the sum of the contributions due to the association and the Federation ANIMA), will be calculated by considering only the number of employees engaged in any of the activities identified in Article 1.
Can join the Association as an Honorary legal persons held by the Assembly and by the junta ANIMA worthy to join the association, in order to increase the representation and participate in cultural activities.
Honorary members may grant its patronage to the cultural association.
Members of the Association are divided into Ordinary Members and Associates Aggregates. They can join the Association as Ordinary Members, all companies that carry out the activities referred to in Art. 1.
Can join the Association, as the Members Aggregates, all companies that carry out their activities in areas complementary to the Art. 1.
Art 4 QUESTIONS REGISTRATION
Applications for membership to the Association and the Federation ANIMA are prepared by the latter.
The application must be completed and signed by the legal representative of the company, must be accompanied by all required documents.
By signing the application for membership implies the acceptance of the present Statute, the Federation of ANIMA and the Code of Ethics of Confindustria.
The applications received by the Federation were subject to examination and approval by the President of the Executive Council, which must act on the possibility of acceptance within 60 days.
The Council's decision is communicated to the Federation ANIMA, which provides for the obligations consequent.
The registration involves the payment of the membership fee is challenging for two years and shall be renewed every two years if they are not submitted his resignation, by registered letter at least three months before the expiry of two years.
The membership fee payable to the Federation is the sum of the following contributions:
a) annual Federal;
b) share commensurate with the number of employees of any business;
c) where part determined by Italcogen.
The amount of allowances referred to in subparagraphs a) and b) is determined by the General Assembly of Ordinary Members. The amount of the fee referred to in point c) is determined by the extent and within the time limits set annually by the shareholders of Italcogen, which can define different levels for ordinary members and associated partners.
Honorary members are not members of the Federation ANIMA, are exempted from paying any membership fee and do not exercise any right under this statute and from the ANIMA.
Each Member is obligated to pay the membership fee to the Federation.
The resignation shall not interrupt the course of two years of enrollment.
The entries run from 1 January or July 1 year in which the application is approved, according to the deliberation of the Federal acceptance is voted in the first or second half of the year.
The membership fee is not transferable to third parties, nor is it re-valued.
The Federation shall establish in favor of the administrative management of the service: each payment should be directed to the Federation itself.
Art 5 RESIGNATION AND EXCLUSIONS
The status of member of the Association is lost:
a) by resignation;
b) to cease trading;
c) change of employment if the new activity does not fall within the competence of the Association;
d) serious breach of their obligations associative especially with reference to the Code of Ethics Confederation.
The resignation is not exempt from social obligations pursuant to art. 4. In the case referred to in point c) of this article, social obligations continue until 31 December of the year in when the change of activity. In the case of the letters b) and d) of this Article, the cessation of social obligations is immediate.
Art. 6 SECTORS OF THE ASSOCIATION
The Association may organize themselves into more sectors, set up to represent the best way to third parties associated enterprises and to comply with the different types of products and markets that it brings together.
Each sector can organize itself internally as it deems best suited to achieve their goals, and decide on actions concerning the products and markets under its jurisdiction, the only concern being to verify the interests of other sectors under the same initiative, to order to optimize the use of resources associations, as well as those made available by the Federation.
This will be done by the Secretariat of the Association.
In order to achieve common goals in all areas can be established Commissions suited to deal with specific initiatives.
Are the responsibility of each sector:
a) the development of technical standards, the study of markets, channels
commercial, legal problems in the sector;
b) collaboration with relevant bodies to adopt rules of
interest in the activities of the sector;
c) the promotion of the work of the association to companies not yet
associated and promotion of the product to customers;
d) the development of initiatives with the aim of promoting knowledge of
potential of the products and techniques of use of the same.
e) The realization and participation in promotional events (fairs,
seminars, conferences, publications) in collaboration with the authorities.
Each sector can be defined as an estimate of the expenses that he intends to support its activities, communicates the budget to the President, who shall be taken into account in preparing the budget account of the Association and to propose its shareholders.
Art 7 ORGANS OF THE ASSOCIATION
The organs of the Association:
• the Assembly;
• the Board of Directors;
• the President;
• The Vice-Presidents
All the offices of the Association are free and can be taken by representatives of member companies that are invested in a real responsibility as part of the Company itself and ordinary members.
They may be reappointed for no more than two two-year periods as well as that of the first election. More reelections are allowed after the lapse of a time interval at least equal to a two-year period.
Art 8 ASSEMBLY
The Assembly is made up of all Ordinary Members; may decide at an ordinary meeting or by referendum.
The President shall decide which method of voting should be taken, having assessed the willingness of businesses to participate in a regular session.
At each ordinary member has one vote.
The Assembly must be convened at least once a year by the President or when a request is made by at least one fifth of the associated.
The summons shall be in writing and, except in emergencies, should be submitted fifteen days before the date fixed for the meeting, containing the agenda, place, date and time thereof.
When summoned, Aggregates and Honorary members may attend the meeting.
For the validity of the assembly is required on first call, the presence of a majority of the votes at the second call, the Assembly shall be valid whatever the number of votes present.
The resolutions shall be adopted by an absolute majority of voters. In case of a tie, the vote of the President.
Any member may delegate to another shareholder the right to vote, no member may present to more than one proxy.
For amendments to the Articles of Association requires the presence of at least 2 / 3 of Ordinary Members.
The Assembly resolutions, passed in accordance with this Statute, are binding on all Ordinary Members & Aggregate.
Are not allowed to voting rights Ordinary Members who have not paid their dues.
Aggregates and Honorary Members are not entitled to vote and be elected.
Art. 9 ASSETS OF THE ASSEMBLY
The Assembly has the task:
a) to deal with problems of a general nature relevant activities of the Association.
b) to decide on relationships and on social budgets presented by the Board of Directors;
c) to approve contributions for the support of initiatives that benefit all sectors of the Association;
d) to deliberate on any matter submitted to it by the Board of Directors;
e) to approve the membership in other associations.
f) Appointment of Directors.
Art 10 COUNCIL
They are members of the Executive Council, the President of the Association, the Presidents of the sectors, the directors elected by the presidents of the association and the last of which ended its mandate (past president).
The President shall convene the Council at least once a year, by written notice sent at least fifteen days before the date of the meeting, in urgent cases can also be done by telegram to be sent two days before the date of the meeting.
The Board of Directors is quorate when there are at least half of its components. Each member of the Board of Directors has the right to one vote. Decisions are taken by a majority of the votes present.
In the event of a tie, the vote of the President.
Components that fall from office without just cause do not respond to summonses for three consecutive times.
Art 11 DUTIES OF THE BOARD OF DIRECTORS
The Executive Council:
a) carry out the decisions of the Assembly;
b) proposes to the allowances to pay for membership in each of the sectors;
c) review the reports and budgets for approval by the Assembly;
d) decide on any act of a financial nature within the limits of the budget appropriations;
e) appoint from among its members a Chairman and Vice-Presidents of the Association.
Art. 12 THE PRESIDENT
a) represents the Association in respect of third parties and in legal proceedings;
b) authorizes the Federation to have the bottom of the association;
c) ensures the implementation of the resolutions of the Assembly and the Council
d) in case of urgent necessity and urgency may decide on issues
that are the responsibility of the Council or the Assembly;
e) represents the Association and sectors towards
f) is entitled ANIMA Director, presides over the Assembly and the Council
g) He may delegate the Vice-Presidents to take his place
Art 13 SECRETARIAT
The Secretary is an official of the ANIMA Federation and works with the Chairman for the execution of the resolutions.
The Secretary calls and reports to the competent organs of the renewal associative positions, according to the deadlines and procedures required by the Regulations.
Coordinates the initiatives of the areas identified art. 6.
Provides the minutes of the meetings of the governing bodies, and their transcripts in specific registers.
He collaborates with other services of the Federation for optimal use of available resources, in the interest of the Association.
Art 17 FISCAL YEAR
The financial year begins on January and ends at 1 31 December.
At the end of each year, the Administrative Service of the Federation will present the final budget to the President of the Association, as well as an account budget for the following financial year. The accounts sheet and budget must be approved by the Assembly.
Can not be distributed to members, even indirectly, any profits or surpluses, funds, reserves or capital.
Art 18 DISSOLUTION
The dissolution of the Association can be done by resolution of the Assembly by a majority of three-quarters of the votes of all members of the same and after consultation with the Federation.
In the event of dissolution for any reason the assets of the Association will be donated to another organization with similar purposes, or for purposes of public utility, having heard a supervisory body provided for by law 662 / 96.
To regulate matters not provided for by these Statutes or in case of disputes will be applied to the Statute ANIMA.
Milan, November 30 2011