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ART 1 - CONSTITUTION - NAME AND LOCATION
It consists of part of the Federation of National Associations of Mechanical and Engineering industry "ANIMA" within the meaning and for the purposes of the Statute of the same, the association ASSOTERMICA (hereinafter the "Association") between the industries based in Italy following sector:
APPARATUS FOR HEATING SYSTEMS HIGH ENERGY EFFICIENCY and ALL COMPONENTS ARE AIMED AT ENVIRONMENTAL CLIMATE COMFORT.
The Association\'s decision-making autonomy, operational and external representation, in keeping with the Statute ANIMA and within the limits of the same. The Association is based at the Federation ANIMA.
ART. 2 - OBJECTIVES OF THE ASSOCIATION
The Association ASSOTERMICA excludes from its activity any profit and has the institutional role to promote and protect the collective interests of the class within the European Community and other countries if necessary.
In particular, the Association aims to:
ART. 3 - MEMBERS
They can join the Association as members all undertakings carrying on the activities referred to in Art. 1.
If an undertaking has other branches of mechanical activity, it adheres to only the part pertaining to merchandise of the same.
Other its activities in the mechanical sector varies and affine fall into the appropriate Associations constituted under SOUL.
The members of the Association must be members of the Federation ANIMA. To this end, the new member must declare their
acceptance of the present Statute and the Federation.
Each Member is entitled to participate in the decision taken in the various bodies of the Association in proportion to the economic contribution paid to it.
ART. 4 - COMMODITY GROUPS
The Association is organized into groups each consisting of members their activities are consistent and compatible. The tasks of the Group are approximately as follows:
The activities of the Group and which involve the use of association funds must be budgeted earlier this year and approved by the Economic Commission.
Urgent activities defined by the Head Group emerged during the year which require membership can draw on the funds properly prepared and managed by the Economic Commission subject to the approval of the Economic Commission itself.
The activity of the Group must not in any way be contrary to the Constitution of the Federation and the Association, or by deliberate decisions by organs of the same.
Belonging to one or more groups each member is subject to the payment of grants provided by each group for the
financing of its activities as well as the payment of the associative and federative contributions.
Each Group shall elect a Group Leader. The Group Leader of law is part of the Technical Directors of the Association.
The term of office of the parent company is two years.
The parent company may be re-elected twice.
Groups are aggregated into two Sub-Funds as determined by the Board of Directors for the election of two Vice Presidents.
You may use the vote whenever a breakdown of a shared agreement or at the request of participants in the group, the vote may be decided at the meeting itself without the need for inclusion in the agenda attached to the official convocation of the Group.
Decisions made within the Group requiring a vote shall be taken by simple majority, each firm
participant in the group has the right to one vote. Participate in the voting companies present at the meeting of the Group on the day of the vote.
The various product groups are grouped into broad groups known as "Funds". The number and composition of the funds are determined by the Governing Council.
ART. 5 - QUESTIONS REGISTRATION
The question of accession of the new member must be submitted to the Federation ANIMA according to the procedures established by the same, 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 .
The President of the Association, shall seek the opinion of the Executive Council, which shall give its opinion on the accession also by means of referendum - by 60 days from the submission of the application.
The effective date of the application for membership and the rules for the resignation and exclusions of membership are determined by the Statute SOUL, which integrates the present Statute as far as the same is not determined.
ART. 6 - CONTRIBUTIONS
Member companies are obliged to pay the membership fee to the Federation ANIMA and allowances determined by the competent bodies of the association.
The right is reserved for members of the Association to pay additional contribution rates, compared to the mandatory for a minimum period of two years, such shares will be considered at the end of the voting power.
The Assembly shall determine the amount of dues mandatory and quotas that the members have the right to pay to the Association.
The Federation ANIMA is entrusted with the management of administration services.
ART. 7 - ORGANS OF THE ASSOCIATION
All positions are free. Their duration is two years, with the possibility of reelection different depending on the charges themselves. The positions can be taken only by persons who perform actual business activities in an associate.
ART. 8 - ASSEMBLY - VOTES - PROXIES
The Assembly is made up of representatives of member companies and may act in ordinary session, extraordinary or referendum. It is up to the Board of Directors to decide, case by case, in which the forms to use.
The resolution for the referendum is excluded for the appointment of the Chairman and Directors Electives.
A Member may be represented by written proxy, by only one other member entitled to vote. It is not allowed more than one proxy for each member.
Each Shareholder is entitled to a actual number of votes in proportion to the paid membership fee and according to the scheme approved by the Assembly.
Abstentions are considered to be present only for purposes of calculation of votes for the validity of the Assembly.
Are not allowed the right to vote the shareholders who do not comply with the payment of contributions.
ART. 9 - NOTICE OF
The Assembly is convened by the Chairman or in his absence or impediment, by a Vice President.
The meeting is convened by written notice, at least 30 days before the date set for the meeting. In urgent cases, the notice may be motivated to seven days.
In the calling arguments must be listed on the agenda and indicate the place, day and time of the
The Extraordinary General Meeting may be convened upon proposal of the Board of Directors or a reasoned request to the Chairman, at least one third of the members.
ART. 10 - VALIDITY 'ASSEMBLY
The Assembly is validly constituted when there is, on first call, at least half the voting rights of all shareholders; for storage in second call is ASSOTERMICA - December 2007 9
requires the presence of at least one third of the voting rights of all shareholders.
The Extraordinary General Meeting is validly constituted when there are at least two-thirds of the votes.
Resolutions are passed by a majority of votes.
For statutory changes must always involve at least two-thirds of the number of votes.
ART. 11 - POWERS OF
a) decides on general issues of the category;
b) the election of the elected members of the Board of Directors, after having fixed the number that should not be
more than sixteen;
c) appoint auditors;
d) discuss and act on reports and on social budgets presented by the Board;
e) determine the contributions membership mandatory and optional on the proposal of the Executive Board;
f) decide on the maximum number of votes to be allocated to each member, proposed by the Governing Council;
g) approve, on the proposal of the Executive Council, the establishment of groupings of products and sectors, their rules and any amendments thereto;
h) act on the proposal to amend the bylaws;
i) Withdrawal of the associative positions;
j) Resolution adherence to other entities.
ART. 12 - ELECTION OF THE PRESIDENT
The President is elected by the Assembly on the basis of a list of candidates who may choose to submit your application to both the president charge to that of advisor, or simply one of the two charges.
At least sixty days before the expiry of the mandate of the President, the Secretariat invites members to express their candidacy.
Candidates have at least thirty days to express their candidacy. The list is distributed among the members at least thirty days before the date set for voting.
The Assembly, by open ballot, the election for the office of President, choosing from the applications received and on the list.
If no nominations are submitted to the office of President, the Executive Council by secret ballot shall appoint three members of a Board of designation, which within ninety days esperirà wide consultation among its members in order to identify a candidate for the presidency .
The application submitted by the Commission for designation shall be submitted to the vote of the Assembly.
ART. 13 - ELECTIONS TO THE BOARD OF DIRECTORS
The members of the Council are elected by the Assembly on the basis of a list of candidates.
At least sixty days before the expiry of the terms of reference of the Secretariat invites members to express their candidacy.
Candidates have at least thirty days to express their candidacy. The list is distributed among the members at least thirty days before the date set for voting.
Businesses vote for a candidate who rely on it's own share of voting rights for the votes of the Board of Directors.
The voting shares of a company can not be spread across multiple candidates.
The voting shares represented by a single candidate can not exceed a value determined by the Assembly.
The Assembly, by open ballot, the election to the House of Councilors charges choosing from the applications received and on the list.
ART. 14 - BOARD OF DIRECTORS
The Board of Directors shall elect two Vice-Chairmen.
The Executive Council is composed of the directors elected
the Assembly, the President, two Vice Presidents.
The Directors shall serve for two years and may be re-elected without limitation.
The Executive Council shall meet at least twice a year and whenever 5 so request the President or a Vice
Presidents or one third of the members of the Board.
Meetings of the Board of Directors must be submitted in writing at least 15 days before the date of the meeting.
Each member of the Board of Directors is entitled to a number of votes equal to the sum of the votes of the business that hannoeletto at the meeting.
A tie vote the vote of the President.
The Board of Directors is validly constituted when the majority of the votes represented.
Fall from office Directors who do not take part in meetings for three consecutive times, in which case the place remains vacant until new elections.
Member companies who have elected a councilor, which is subsequently fallen from office, shall be entitled to appoint another within 60 days from the day on which the President has communicated to the associated removal from office of the director himself. In the event that the agreement is not reached, shall not be re-appointment to the natural decay of the Council.
ART. 15 - POWERS OF THE BOARD OF DIRECTORS
The Board of Directors has all the powers not conferred to the Assembly for the management of the Association and for the achievement of its institutional aims, within the programmatic lines indicated by the Assembly.
The duties of the Board of Directors are, for example:
a) to examine the financial statement and the budget to be submitted to the Assembly for approval;
b) propose to the method of calculation and the amount of membership fees;
c) to appoint, through the Federation ANIMA, its own representatives to entities in which it treats issues of specific interest to the association;
d) set up study commissions, advisory boards and internal control, working groups and committees, with, where necessary, outside experts and co-ordinated by a member of the Board;
e) propose to the creation of product groups within the Association;
f) appoint consultants;
g) to appoint the treasurer advisor;
h) To elect the Vice-Presidents from among the candidates proposed by the Technical Steering;
i) the resolution of claims brought by Vice Presidents
j) propose to the technical mechanisms acts to the proper functioning of the association in accordance with the criteria contained
in this Statute.
k) to decide on the division of the groups into two compartments, each of which has the right to express a Vice President.
l) Determine the maximum number of votes that can be assigned to an associate, which must be approved by shareholders;
m) define the calendar of activities of the Executive Council met in Committee on Economic Affairs;
n) determine the number and composition of the compartments.
ART. 16 - PRESIDENT
The President is responsible for coordinating all activities of the Association within the limits of the present Statute and the Statute
The President is right, and President of the Executive Council, holds office for two years and may be re-elected to that office twice.
The President is officio member of the Executive Council of the Federation.
The office of President of the Association is personal.
If the Chairman is appointed among those who are not candidates for the position of Director, during voting in the Board of Directors shall be entitled to vote only in the event that the vote among the members they are in equal and their grade would be equal to a sole portion.
The Chairman holds office for the time necessary to elect a new President, even in the event of a termination of relationship with the company that has nominated him. In this case the President's vote no longer corresponds to the sum of the votes of the companies that have nominated him but is equivalent to one nominal equal to a voting quota that can only be used in the event of a tie; the secretariat provides for the procedure for the appointment of a new President.
The company that had nominated the President may appoint a new representative on the Board of Directors with voting rights equal to that of the company itself. The new Director must be ratified by the Assembly and may be appointed in excess of the maximum number of Directors.
Member companies who have nominated the President, who has left the relationship with the firm which represented at the time of his appointment, shall be entitled to appoint another director by 60 days from the day on which the President has communicated to the associated ceased relationship. If companies do not exercise this power are decayed from the exercise thereof.
In case of absence or impediment, the President is replaced by the Vice President anagraphically older.
ART. 17 - DUTIES OF THE PRESIDENT
The President is the legal representative of the Association. He is responsible for:
a. make operational the programmatic indications dictated by the Assembly;
b. coordinate and supervise the actions of the Vice Chairmen, evaluating the actions to be taken in the event of a conflict between
c. assume the delegations defined by the Board of Directors;
d. pursue lines of its program submitted to and approved by the Assembly in the election;
and. inform the Vice-Presidents on their own initiatives.
ART. 18 - VICE PRESIDENTS
Each of the two Vice Presidents is a separate Fund of the Association.
Candidates for the office of Vice-President are chosen by the Board from among the candidates proposed by the Technical Groups sectors.
The Vice Presidents shall serve for two years and may be re-elected twice.
ART. 19 - DUTIES OF THE VICE PRESIDENTS
The Vice Presidents:
a. coordinate the groups of your Fund;
b. Groups represent the individual's own Sub-Fund Board of Directors;
c. coordinate the relationship between the Technical Directors and Board of Directors;
d. participating in the Technical Directors;
and. participate in the Board of Directors;
f. participate in group activities, if required;
g. you update each other on activities.
ART. 20 - POWERS OF THE VICE PRESIDENTS
The Vice Presidents:
to. politically they represent the Association on its mandate of the Fund and with the approval of the President;
b. call upon the Executive Council in special session;
c. have the power of veto over the actions of Vice President and devolved the decision to the Board of Directors;
d. have voting power in the Board of Directors elected by the Assembly only if sonomembri
and. are informed in advance of all the initiatives of the President;
f. availing themselves of the advice of the Head of the Group;
g. with the collaboration of the Secretariat
ART. 21 - ECONOMIC COMMISSION
The Economic Commission is the Executive Council met in special session, with the task of allocating resources and control of waste management.
The Economic Commission meets at least twice a year.
In the first meeting, on the basis of projects submitted by Product groups determines the distribution of funds by the criteria of balance and fairness, and determines the portion of the funds to keep as a reserve for urgent work.
The Economic Commission verifies the economic management of the funds distributed and may order the revocation, the freezing or redistribution.
The Economic Commission may decide the formation of working groups on topics predetermined able to work independently and with members delegated by the companies.
Decisions are made with the same voting procedures for the Board of Directors.
ART. 22 - TECHNICAL DIRECTORS
The Board consists of the Technical Group Leaders. Represents the phase of information sharing and coordination between the different commodity groups.
In addition to the group leaders are part of the Technical Executive the two Vice Presidents.
The President has the right to attend meetings of the Technical Directors.
The Technical Directors meets at least twice a year and whenever there are matters to be dealt interest associations and defines which product areas are concerned and are entitled to vote.
Depending on issues to be addressed and then a specific agreement between the parties on the Executive Technician may decide to continue the work by narrowing the number of commodity groups represented. In this case the function of the Vice-Presidents is to guarantee supervision of works to ensure that decisions are taken at the expense of non-participating groups.
The Vice Presidents have the right to put veto on the decisions taken by the Board of Technical restricted and request the convening of the Executive Technician to complete the Board of Directors or to use mediation of the President.
The Technical Director takes its decisions by voting.
Each parent company has a market share of votes equal to the sum of the voting shares of the companies of that group, which is defined for the two years of office of the Board of Directors.
The Technical Directors is headed by the most senior Vice President in the event of the plenary meeting, the Vice President of the Fund more representative in the case of restricted meeting.
The Technical Steering identify and propose to the Board of Directors the necessary people to represent the Association at the entities and associations of strategic importance.
The Technical Directors proposes to the Board of Directors nominations of Vice Presidents.
The Vice Presidents are entitled to vote only if they are also heads the Group.
ART. 23 - TREASURER
The Treasurer is appointed by the Board of Directors from among its members.
The Treasurer shall remain in office for two years and may be reappointed twice.
The Treasurer oversees the administration of the Association and particularly the following address administrative and financial.
It prepares the final account, the budget and the Economic Report to be submitted to the Executive Board and the Shareholders' Meeting.
ART. 24 - AUDITORS
The Auditors, three in number, are appointed by the Assembly.
They function as an administrative hold office for two years and may be reappointed twice.
ART. 25 - ARBITERS
The dispute between members, in the case has found no solution within the association, it is the responsibility of the
Arbitration of the Federation ANIMA. The use of the arbitrators may be made by written statement by the President.
ART. 26 - SECRETARIAT
The Secretariat assists the President and Vice Presidents.
Among the tasks of the Secretariat include the following:
The Secretary is employed by the Federation ANIMA.
ART. 27 - DISSOLUTION OF THE ASSOCIATION
The dissolution of the Association may be decided, in consultation with the Federation, when a request is made by a number of shareholders representing at least one-third of the total votes.
For the decision to dissolve must be called - by registered letter - the General Assembly which will decide by the affirmative vote of shareholders representing at least two-thirds of the total votes.
In case of dissolution of the association, 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.
ART. 28 - GENERAL RULES
For matters not provided for herein, subject to the Constitution of the Federation.
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