Statute Assoclima


ART. 1 "CONSTITUTION AND NAME"
And 'it constituted inside and within the organizational structure of the Federation ANIMA (Federation of Italian Associations of Mechanical and Engineering Industries) pursuant to and for the purposes of the Statute of the Same, the Association Assoclima (Manufacturers of air conditioning systems) between the Companies constructors of air conditioning systems.
The Association Assoclima elects its registered office in Milan at the Federation ANIMA.

ART. 2 "PURPOSE OF THE ASSOCIATION"

The Association Assoclima not for profit.
Purposes of the Association are:
• study the problems of industrial and regulatory environment affecting the member companies;
• organize and conduct statistical surveys to various market segments of membership of member companies;
• promote, organize and facilitate the participation of member companies in specialized fairs, exhibitions, conferences;
• promote events in the interest of the category;
• set up technical committees for the active participation in the work of standardization bodies Italians and foreigners for study and formulation of rules and regulations;
• develop in cooperation with the Federation of Industrial Associations relationships with other category both domestic and foreign at the level participatory;
• promote the establishment of bodies and certification laboratories.

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

ART. 4 "MEMBERS"

The Association Members are divided into Active Members and Associates aggregates.
May join the Association as Active Members, all companies that perform industrial activity which all'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 is made up of groups formed each by shareholders engaged in a consistent and compatible activities. Belonging to a group or groups of each partner takes the free choice and is ratified by the Board and is subject to the payment of contributions as laid down by each group for its own operations as well as to the general and the federal association.
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 "FEES"
As part of the organizational structure, the Board of Directors of the Association may be the Committees with the task to deal with 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 "APPLICATIONS FOR 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 ENTRIES"
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"

Bodies are:
- The General Assembly
- The Board of Directors
- President
- The Vice-Presidents
- The Presidential Committee
- The Director Treasurer
- The Committee of Arbitrators
- The Auditors

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 case of extreme urgency the days may be reduced to five with call telegram or fax.
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 a tie, the vote of the President of the Assembly is crucial. Where required by the President or by a member voter voting they may also be by secret ballot.
The resolutions of Assembly passed in accordance with the Articles of Association are binding on all members.
The Assembly may also be held by means of a referendum called by the Board.
The referendum is valid when you have answered at least half plus one of soci.Per statutory changes must always be the participation in the meeting of at least two thirds of the membership.

ART. 13 "POWERS OF"
The Assembly:
 elects the President, the Vice Presidents and Members Electives the Executive Council, the Appeals Board and the Auditors;
 approves the final balance sheet of the previous year presented by the Chairman and by the Board of Directors;
 approves the proposed management plan;
 ratifying the resolutions of the Board;
 decides on the amount of the contribution of association proposed by the President and Board of Directors;
 resolution of financial commitments to be taken at the expense of the Association, of an exceptional nature that involve the interests of all members or the Association 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, to be submitted to the Executive Council of the Federation, already registered and protected according to the law by the Federation;
 shall act on all the proposals of the President and the Executive Council or the associates (also advanced during the Assembly) and on the Association's activities or actions that the Association is to promote the industrial area of ​​expertise.

ART. 14 "THE BOARD OF DIRECTORS"

The Board of Directors is composed of the President elected by the Assembly, the Vice Presidents, the Heads Group (members by right), the 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 three years, "no possibility of consecutive re-election."
The Executive Council shall meet for by the President or upon request of three Directors. In any case it must meet at least three times a year.
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 General Assembly resolutions;
b) propose to the Assembly or the name of the candidates for the office of President;
c) elect from among its members the Treasurer and the Presidents of the Commission;
d) examining the balance sheets, the budget plan and the economic situation given by the Treasurer for approval by the Assembly;
e) shall decide on any action concerning assets or financial that exceed the ordinary administration;
f) decides ordinary activity of the Association;
g) decides on applications for membership or resignation under the Statute and art. 4-5-6 Federal Statute;
h) decide on the constitution and the dissolution of the associative groups also heard the opinion of the Federation;
i) I decide on the accession of the Association to organizations and groups, organizations, committees, etc. in Italy and abroad;
j) the Board is convened by the President or in his absence by a Vice President: is validly constituted when there are half plus one of the Directors; He presides over the President or in his absence a Vice-President;
k) each member has one vote, proxies are not allowed;
l) for each meeting of the Executive Council shall be drawn up.

ART. 15 "THE PRESIDENT"
The President is elected by the Assembly, is appointed for three years, "without the possibility of consecutive re-election."
The President represents the Association; It provides for the implementation of the resolutions of the Assembly and the Executive Council; supervises the operation of the Association; convene the Assembly and the Board of Directors and operates within all the tasks set by the Statute for the purpose of achieving the aims of the association.
Presides over the Assembly and the Executive Council in his absence is replaced by a Vice 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 [not including participation in the Executive Council of the Federation that is "ad personam"]
In the event of early termination of office of the President in office - resignation or impediment - (one of the Vice Presidents, chosen by the Council, will the task temporarily), is set up the Commission of that appointment within thirty days; President successor to the resigned or ceased completes the current mandate and may be re-elected if he has covered less than half of that time frame; It acquires in each case the state of Past President.
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 "The VICE PRESIDENTS"
The President at the time of taking office proposes to appoint the Vice Presidents.

ART. 17 "THE ADVISER TREASURER"
Councillor Treasurer oversees the smooth administration of the Association.
 Maintains relations with the Administrative Service of the Federation.
 prepares the final account, the budget plan, and a financial statement for submission to the Board of Directors and the Auditors' Meeting.
Councillor Treasurer is appointed among the members of the Board of Directors.

ART. 18 "I ARBITERS"
The Assembly appoints three arbitrators, chosen among the representatives of the associate, who serve for three years, "without the possibility of consecutive re-election."
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. 19 "I AUDITORS '

The Auditors, three in number, are appointed by the Assembly.
They function as an administrative review last charge two years and can be renewed twice.

ART. 20 "THE COMMITTEE OF PRESIDENCY"
The Presidential Committee is a consultative body and is appointed by the President. And 'it composed of the President, the Vice Presidents, the Treasurer and the few members plus any experts in need.

ART. 21 "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. 22 "MUTUAL FUND ASSOCIATION - CONTRIBUTION - DIRECTORS '
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 Treasurer, approved by the Board of Directors shall be submitted to the General Assembly by the President together with the Statement of inspection of Auditors within four months of 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. 23 "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. 24 "MERGERS OR confluences"

The Assembly may decide about mergers or mergers with other similar associations approving the statutes of the new bodies.

ART. 25 "FUNDS GROUP"
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. 26 "RELATIONS WITH THE FEDERATION"
The President represents the Association at the Federation arranged according to the Statute of the Federation itself.

ART. 27 "SERVICES 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. 28 "GENERAL"

All matters not provided for herein shall apply - mutatis mutandis - to the provisions of the Articles of Association.

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