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EUROPEAN ECONOMIST ASSOCIATION
A non profit organization consituted through public act on April 15 th 1999 patronized by the Eropean Parliament at the site of the European Parliament, via IV Novembre no 149, Rome, Italy.
1. ESTABLISHMENT - LOCATION
1.1 An Association named "European Economist Association"
is established. The main office is located in Florence, Italy,
Via Pontassieve n 6.
2.1 The Association is a non profit organization. It has a transnational character and has no political denomination. It is constituted by independent professionals single or associated, qualified or authorized to exercise non-subordinate profession in the economic and judicial activities by the Regulation in force of the State of affiliation.
2. 2 The Association has these aims:
b. the standardization of the basic methods of the adherent firms through an organization of the same entrepreneurial type plus through the quality certification of specific procedures;
c. the creation and the registration of the quality trademark at European level of which the members will have to confer upon, being a guarantee of elevated professionalism to promote intra and extra community relationships among similar professional categories as well as public institutions and entrepreneurial categories;
d. the promotion of initiatives through the use of most up-to-date techniques of communication for the diffusion of promotional messages and the creation of agreements for a professional interchange with similar bodies and the associated firms of prestige;
e. the formation through the organization also in collaboration
with public and private corporate bodies both national and foreign,
of conferences, stage, training courses both kept by members
associated and external teachers, also with the use of non-traditional
communication systems in favorour of the Associates, entrepreneurials,
trade associations, other non-recognized Associations, public
and private corporate bodies both intracommunitary and extracommunitary
to spread business culture in the new markets. The Association is with no time-limit and can be ceased at any time with resolution of an extraordinary meeting in accordance to article 17.
MEMBERS
4.1 The independent professionals, single or associated, trained
or authorized to the exercise of the non-suborrdinate profession
in the economic and judicial activities, by the regulations in
force of the State of affiliation, can be "Ordinary members"
in the Association.
5. TERMINATION, EXCLUSION, RENOUNCEMENT
5.1 The termination and the associate exclusion is deliberated by the Board of Directors on motivated account of the Board itself to majority of two thirds and with a secret vote. The relative disciplinary action will be communicated to the associate through a registered letter and brought to the knowledge of all the other members.
5.2 The excluded member, within twenty days from the reception of the communication, can appeal to the Board of the Arbiters against the disciplinary action.
5.3. Each member can terminate his association to the company at any moment sending written communication.
5.4 Who recedes from the association, for any reason, does not have any right on the patrimony.
6. HONORARY MEMBER
6.1 The meeting can confer the qualification of "honorary member" to those people who have particular merits.
7. ASSOCIATION'S BODIES
7.1 The Association's bodies are: a) the meeting of the Members b) the Board of Directors c) the Chairman d) the Arbiters' Board e) the Accounting Auditors
7.2 Only the associates can be elected.
8. COMPENSATIONS
8.1 No office is remunerated. To the members called to belong to the Association's bodies competes the reimbursement of all the expenses sustained for carrying out their office.The Board of Directors can establish possible indemnities and the reimbursement of the expenses owing to the associates entrusted in developping any activities on behalf of the Association.
9. MEETINGS
9.1 The meeting, composed of all the ordinary members in order with the payment of the associative fee, is ordinary and extraordinary.
9.2 The ordinary meeting is summoned once a year within three months from the closing of the year. The communication of the meeting must be sent with simple letter or e-mail to all those concerned at least ten days before the fixed date, and it has to contain the indication of the matters on the agenda, the date, the time and place of the meeting
9.3 The extraordinary meeting is summoned whenever the Board
of Directors thinks it oppotune or when at least a third of the
associate applies for it in writing. In such case the Board of
Directors is held to summon it within forty days from the receipt
of the application sent on registered letter to the Chairman
who is held to summon a meeting of the Board of Directors. -the approval of the Chairman's and Board of Directors'annual account and the final and estimated annual report. -the ratification of the Board of Directors'deliberation that must be confirmed by the ordinary meeting. -the election of the members of the Board of Directors, of the Arbiters' Board and of the Accounting Auditors. The ordinary meeting can furthermore deliberate on every matter that is not of its exclusive competence and that has been enrolled on the agenda. The extraordinary meeting has exclusive competence on the
deliberations regarding:
10. DELIBERATIONS AND CHAIRMANSHIP OF THE MEETINGS
10.1 The meetings are valid with the presence of so many members at least fifty percent plus one of the registered members and in second convocation whatever the associates' number present may be. The second convocation can take place also the following day. The meetings called for the election of the Association's bodies are valid if the absolute majority of the members is present. However the deliberations are taken by the majority of the voters present.
l0.2 At least a majority of the members must be present at the meetings summoned for modifying the Statute loosening the association.The relating deliberations must be taken with a two thirds majority members present and the relating report must be compiled by a notary public.
10.3 Each member has the right to vote and may be represented by another member with the formalities under article 2372 of the Civil Code. Nevertheless each member can not be carrier of a number of delegations above five.
10.4 The meetings are presided over by the Chairman and in his absence by the Vice-Chairman or by the eldest member of the Board of Directors. The Chairman of the meeting names a secretary and eventually two scrutinizers choosing them among the present members. Of every meeting must be written down a report undersigned by the Chairman, the secretary and two scrutinizer if elected.
11. THE BOARD OF DIRECTORS
11.l The Board of directors is constituted in its majority by "Association's promoters" and in the first session it elects to absolute majority the Chairman, the Vice Chairman, the secretary and the treasurer.
11.2 The Board of directors is gathered whenever the Chairman thinks it opportune and at least once every three months, also through teleconference. The meetings are valid with the presence of fifty percent plus one of the members. The deliberations are adopted to simple majority exception
made for the nominations of which to above The Board of directors can establish the association's rule and can modifie it; the Board of directors fixes the associative and annual fee. The Board of directors has the faculty to promote the Constitution of special committees for the realization of specific initiatives determining the competences, the composition and the formalities of said operation. It is presided upon by the Chairman and in defect from one of the Vice Chairmen; having one and the other missing, the Board of directors is adjourned for a new convocation in accordance with the statute. Missing one or more advisers during the company's accounting period, the Board of directors can replace them naming, for cooptation, one or more members to belong to the Board itsself whose nomination must be ratified from the following ordinary meeting. The deliberations are taking to majority of the intervened whatever the number may be and in case of equal votes prevails the vote of whom presides. At the moment of their nomination the Councillors will have to replace themselves in all the obligations assumed towards others on behalf of the retiring Councillors' association until the extinction of all obligations. Of every council session a report will be compiled that, undersigned by the Chairman and the secretary, will be kept in the registry of the Board of directors' meeting.
12. DURATION OF THE BOARD OF DIRECTORS
12.1 The members of the Board of directors are in office for a period of thre years and are re-eligible.
13. THE MEMBERS OF THE BOARD OF DIRECTORS
13.1 The Chairman has the power of the association is attorney. He presides and summons the meeting and the Board of directors signing the relative reports and he has the responsibility to make the deliberations adopted by the aforesaid bodies perform, assuring the organic and unitary carrying out of the association's activity. The Vice Chairman replaces the Chairman in case of impediment. In case of impediment or absence or expiration of term of the Chairman and of the Vice Chairman they are replaced by the eldest member among the Board of directors.
13.2 The secretary takes care of the compilation of the preventive report following the indications of the Board of directors and of the Chairman. He hndles the compilation of the annual report that the Board of directors had to examine and approve. He handles the registration of new members in a special book. He adjourns the file. He compiles the report of the Board meetings' sessions, he transcribes those related to the general meetings of the members being careful that these last ones be signed by the Chairman and the secretary of the meeting. He signs, encharged by the Chairman, all correspondece and orders of payment.
13.3 The treasurer is entirely responsible for the management of the sums of the association that he has received or is entrusted with; he is bound to show the accounts by request of both the Chairman and the accounting auditors. He handles the bookkeeping and other inherent bookkeeping documents pertaining to all cash flow.
14. ARBITERS - AUDITORS
14.1 The arbiters must be authoritative people for prestige
and moral quality. Their assignment is to intervene in case of
inside controverisies of the association or on the occasion of
episodes that can upset the life of the association. With special
written reports they recall the body or the single members to
their duties. They judge as a judge of second appeal. The arbiters and the auditors are respectively made up of three members who are in office for three years and are re-eligible.
15. FINANCING OF THE ASSOCIATION
15.1 The required expenses for the operation of the association
are covered by the following entrances: the incomes resulting from possible legacies and donations; the consequent disbursements to the appropriations deliberated by the State, by the Region, by local bodies and by other national public and private bodies.
All the entrances will constitute the association's patrimony. Tthe payments' fees give right to the participation in the association but do not create undivided fees of shares entitled to others for any reason. The estimated and final accounts must be deposited in the main office of the association at least ten days before the convocation of the meeting.
15.4 The fiscal year coincides with the calendar year.
16. CONSTITUTION'S FUND
16.1 The fund is constituted by contributions and made valid as an associative fee that the member give to the constitution of the association. The ordinary member contribute to the fund with the registration and associative fees.
17. TERMINATION
17.1 In case of cessation of the activity, for causes foreseen by the Civil Code, the term is deliberated by an extraordinary meeting which will see the nomination of one or more official receiver, determining the powers and the possible compensation.
17.2 In case of cessation of the association the whole patrimony of the activity will be devolved to other non profit organization chosen by the assembly that deliberates the termination.
17.3 For everything not foreseen by the present statute we will refer back to the laws and rules of the State.
l8. TRANSITORY RULES
18.1 To assure the association's regular process of formation and waiting for a sufficient number of members, the funders will name a provisional Committee of five members that will take all the opportune provisions to assure, in the briefest possible time, the regular operation of the association according to the statutory norms. The provisional Committee that adds in itself the powers of the Board of Directors, under article 11, will resign its office on the occasion of the first meeting of the members.
19 CONTROVERSIES
The members promise not to contrast the ordinary Judge for possible divergencies with the association or for those between them for reasons depending on social life.Such possible divergencies and controversies will be submitted, for their resolution, to the competence of three arbiters, each named by every one of the contenders and the third one fron these two.
In lack of agreement the nomination of the third arbiter will be devolved to the Chairman of the Court in Florence.
The arbiters will judge "pro bono et a equo" without formalities of judicial proceedings within thirty days from their instructions.
Roma, li 15 aprile 1999
F.to: Massimo Maria Panvini Rosati (Notaio)
Baluardi Enrico Maria, Bertolli Gianluigi, Bombardelli Alberto, Bonamici Vasco, Bortolotti Mario, Cencetti Alessandro, Croci Andrea, Di Maio Federico, D'Isanto Vincenzo, Figlioli Antonino, Magini Rossella, Manes Rossi Rosario, Marmugi Sandro, Martucci Franco, Masoni Massimo, Minocchi Giustino, Montini Franco, Pace Pasquale, Panvini Mario, Penco Patrizia, Politi Massimo, Russo Aniello, Simoncini Aldo, Solazzo Mario, Suisola Giuliano, Tosti Guerra Barbara, Valenti Gino, Ventrella Antonio (Fondatori)
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