Articles of Association

ART. 1 "Incorporation and name"
And 'constituted within and around the organization of the Federation ANIMA (Federation of National Associations of Mechanical and Engineering) pursuant to and for the purposes of the Statute of the same, the Association CLIMGAS between manufacturers and distributors of gas equipment for air conditioning.
The Association CLIMGAS elects its registered office in Milan at the Federation ANIMA.

ART. 2 "Purposes of the Association"
CLIMGAS The Association is a non-profit organization.
Purposes of the Association are:
a) To promote the spread of air conditioning equipment made with thermally activated, in particular using the gas (natural gas, LPG, biogas, etc.) as primary energy.
b) Identify, disseminate and provide technical data and news that will facilitate the proper use of such equipment for air conditioning systems.
c) Carry out promotional campaigns, research and technical studies, regulatory and unifying, as well as research and statistics, economic and market conditions.
d) Work with all appropriate means, including legal action, third parties that may cause damage, however, the activity of the association and create confusion in the market of air conditioning affecting the interests of the members.
e) Verify (or possibly to verify) from established bodies, that the equipment manufactured, or otherwise marketed, through third parties, by the members, has the technical characteristics and yield corresponding to those
indicated by them in their catalogs and price lists.
f) Keep the technical and cultural relations with other organizations and associations, including foreign, working in the field or in related fields, however, do any activity that, although not expressly provided for, may be seen to fall in the purposes of this Statute.

ART. 3 "Autonomy of the Association"
The Association's decision-making autonomy, operational and external representation, in harmony with the Constitution of the Federation and within the limits of the same and refers to the Code of Ethics Confederation.

ART. 4 "Members"

Members of the Association are divided into Active Members and Associates aggregates. They can join the Association as Active Members, all companies that carry out the activities referred to in Art. 1.
They can join the Association as partners aggregates, all companies that carry out their activities in areas complementary to the Art. 1.

ART. 5 "Groups"

The Association may set up groups each formed by members their activities are consistent and compatible Belonging to one or more groups of each member is of his own free choice and is ratified by the Board of Directors and is subject to the payment of assessed contributions by each group for its operation as well as to the general membership and federal.
Each group expresses an internal Group Leader elected at the Meeting of the Group. The Group Leader of law is part of the Board of Directors.
The term of office of the parent company is two years.
The parent company may be reappointed.

ART. 6 "Commissions"

Within the organizational structure, the Board of Directors of the Association may establish Commissions with the
task of negotiating specific topics of general interest to the Association.
The Commissions are coordinated by a Commission President elected by the Board to which it belongs.

Art 7 "Application Registration"
The question of accession of the new Member must be made on the form provided by the Federation, shall be accompanied by all the documents required and must indicate the name of the legal representative or his attorney, appointed to represent the company at the Association and shall contain express declaration of acceptance of the Statute associative and federal.
Applications for membership are submitted to the President of the Association, which requires the mandatory opinion of the Board of Directors of the Association including by referendum.
The opinion of the Executive Council of the Association must, however, be expressed within 60 days of submission of the application form.
The resolution for approval of the new member is communicated to the President of the Federation within 15 days of its intake.
The control procedure of the Federation on new admissions is regulated by 'Art 4 Federal Statute, which is also called up to the extent not provided for in this Article.

ART. 8 "Commencement of enrollment"
The effective date and duration of the inclusion of shareholder shall be, within the time and in the manner, Art. 5 Federal Statute, which provides for and regulates also the tacit renewal.

ART. 9 "Resignation and exclusion"

The resignation and excluding members are regulated by Art. 6 federal statute, which provides and also determines the timing of the termination of the contribution obligations.

ART. 10 "Contributions"

Member companies, in addition to the quota and the federal contribution, required to pay membership dues annually approved by the Assembly.
Payments must be sent directly to the Federation that will pertaining to the accounting.

ART. 11 "Organs of the Association"
Bodies are:
- The General Assembly
- The Board of Directors
- President
- The Vice-Presidents
- The Committee of Arbitrators

ART. 12 "Ordinary and Extraordinary"

The Assembly is made up of representatives of the member companies of the Association.
A shareholder may be represented by written proxy to another shareholder entitled to vote, and no participant may have more than one proxy.
Abstentions are considered to be present only for the purposes of numerical calculation for the validity of the 'Assembly.
Are not allowed the right to vote the shareholders who do not comply with the payment of contributions.
The aggregate members are entitled to participate in meetings without the right to vote and can not access the corporate offices The Ordinary General Meeting shall be convened by the Board of Directors at least once a year by the President.
In extraordinary session may be convened by decision of the President, the Board of Directors, or upon written request by at least one-fifth of the Members.
The Meeting will be convened in writing at least twenty days before the date set and contain the agenda.
In the case of extreme urgency may be reduced to five days with call via fax or e-mail.
For the validity of the ordinary is required on first call, direct or by proxy the presence of half plus one of the active members: the Assembly at the second call is valid whatever the number of members present.
The second call, unless otherwise indicated means fixed to one hour after the first call.
The Extraordinary Shareholders' Meeting is valid when there are at least two thirds of the Active Members.
Resolutions are passed by a majority of the votes cast without counting abstentions. Associated with each entitled to one vote.
In case of equality of votes, the vote of the President of the Assembly is determining the extent required by the President or by a member voting Voting can also be done by secret ballot.
The resolutions of Assembly passed in accordance with the Articles of Association are binding on all members.
The resolutions of the Assembly may also be passed through a referendum called by the Board.
The referendum to be considered valid when they have answered at least half plus one of the members.
For statutory changes should always participate in the Meeting of at least two-thirds of the membership.

ART. 13 "Powers of the"

The Assembly:
- Elects the Chairman, the Deputy Chairmen and Members of the Executive Council Electives and Arbitrators;
- Approve the final budget of the previous year presented by the President and Board of Directors;
- Approve the budget plan of management;
- Ratification of the resolutions of the Board of Directors;
- Decide on the membership contribution rates proposed by the President and Board of Directors;
- Acting on financial commitments to be taken at the expense of the Association of an exceptional nature involving the interests of all members of the Association or as a whole;
- Approves the Statute and decides on its modification;
- Approve any amendments to the rules for the use of the mark and the initials of the Association, for approval by the Executive Council of the Federation, already registered and protected according to the law by the Federation.
- Decides on all the proposals of the President and the Board of Directors or of the members (also advanced during the Assembly) and concerning the activities of the Association or the Association shall promote interventions in the field of expertise.

ART. 14 "The Board"

The Board of Directors is composed of the President elected by the Assembly, the Vice Presidents, heads Group (members of law), former presidents of the Association, elected by the members and the Presidents of the Commission.
The maximum number of councilors elected in 5 serve for two years and may be re-elected twice.
The Executive Council shall meet for by the President or at the request of three Directors.
Elected members of the Council, without good reason, do not take part in meetings more than three consecutive times, may be declared forfeited by a resolution of the Board of Directors
The Executive Council:
a) implement the resolutions of the General Assembly;
b) propose to the Assembly or the name of the candidates for the office of President;
c) elect from among its members, the Presidents of the Commission;
d) examining the balance sheets, the plan and estimate the economic situation given by the President for approval by the Assembly;
e) shall decide on any action concerning assets or financial nature that exceed the ordinary administration;
f) decide on ordinary activity of the Association;
g) decide on applications for membership or resignation in accordance with the Statute and art. -4 5 6-Federal Statute;
h) decide on the constitution and the dissolution of the associative groups having received the opinion of the Federation;
i) decide on the accession of the Association and Groups to Institutions, Organizations, Committees, etc.. in Italy and abroad;
l) The Board of Directors is convened by the Chairman or in his absence by a Vice-President: is validly constituted when there are half plus one of the Directors, the President presides over or in his absence a Vice-President;
m) each member entitled to vote, proxies are not allowed;
n) for each meeting of the Board of Directors a statement is made.

ART. 15 "The President"
The President is elected by the Assembly, lasts for two years and may be re-elected twice.
The President represents the Association, provides for the implementation of the resolutions of the Assembly and of the Executive Council, oversees the operation of the Association shall convene the Assembly and the Board of Directors and operates under all the tasks set by the Statute to achieving the aims of the association.
The President oversees the smooth administration of the Association.
- Maintain relations with the Administrative Service of the Federation.
- Prepares the final account, the budget plan, and a financial statement to be submitted to the Executive Council and the Assembly.
Presides over the Assembly and the Board of Directors: in his absence is replaced by unVice President.
Represents the Association within the Executive Council of the Federation to which it belongs right in the period of the Bureau and maintains contacts with the Secretariat General and the executive bodies on all matters of general interest of the Association.
In case of urgent necessity may take decisions of urgency even if the competence of the Assembly and the Council of the Association, subject to ratification of the two bodies that the President must convene within 20 days from the date of the resolution passed.
In case of absence, the President may be replaced by a Vice President in all its functions [including participation in the Executive Council of the Federation who is "ad personam"].
If for any reason the President in office were to leave before the expiry of his term of office, the new President will have to integrate the two-year period and may essererieletto twice.
Upon the expiration of the President, the Board of Directors shall collect applications from various positions between the Associate by the individual groups.
The Executive Council shall act by a majority of those present.

ART. 16 "Vice Presidents"
The President at the time of taking office proposes to appoint the Vice Presidents.

ART. 17 "The Arbiters"
The Assembly may appoint three arbitrators, chosen from among the representatives of the associated.
The Arbitrators have the function of adjudicating disputes between the Association, the groups and the associated praises and emit no appeal, even in the field of elections, appointments and incompatibility.
The use of the arbitrators may be made by written justification by the governing bodies of the Association, by the Heads of the Group or Associate.

ART. 18 "The Secretary"
The Secretary is an officer of the Federation, works directly with the President in organizing the activities of the Association and shall prepare minutes of meetings of the Council, the Assembly and Groups.
The Secretary must work in a coordinated manner with the policies of the governing bodies ANIMA.

ART. 19 "Common Fund Association - contributions - administration"
The common fund consists of the payment of the annual membership fees and any residue from the management, the payments may be arranged by the Federation or by other organizations or institutions.
The financial year runs from January to 1 31 December each year.
The prevention plan must be approved by the Board of Directors within the month of November of the previous year to which it relates and submitted to Parliament.
The final balance sheet, produced by the President, approved by the Board of Directors shall be submitted to the General Assembly within four months from the end of the year.
The company has resigned for any reason cease to be a shareholder, does not have any rights to the common fund.

ART. 20 "Dissolution of the Association"

The Association may be dissolved by resolution of the General Assembly with the consent of the Federation.
The majority required is that of two-thirds of the members.
Inventories membership shall be allocated as determined by the resolution.

ART. 21 "Mergers or confluences"
The Assembly may decide about mergers or mergers with other similar associations approving the statutes of the new bodies.

ART. 22 "Group of Funds"

Each Group may provide for the establishment of fund on their own according to the activity planned.
The contributions will be approved by the shareholders on sectoral.

ART. 23 "Relations with the Federation"
The President represents the Association at the Federation arranged according to the Statute of the Federation itself.

ART. 24 "The services of the Association"

The Association is of the services provided by the Federation.
They are:
- Secretary membership and its staff;
- Use of premises and equipment for the purpose of association;
- Aid of Technical Services, Economic and Administrative;
- General advice.

ART. 25 "General"
For all matters not provided for by this Statute - by analogy - the
provisions of the Statute of the Federation.

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