ARTICLES OF ASSOCIATION

TITLE I
FOUNDATION – NAME – REGISTERED OFFICE – DURATION – TYPE OF ASSOCIATION – OBJECTS

Article 1
Association’s Foundation and Name

The non-lucrative National Solar Photovoltaic Industry Association is hereby founded between a group of photovoltaic plant parts manufacturers under the name
“ASSOSOLARE”
Its functioning is governed by these Articles and the applicable legislation.

Article 2
Registered Office

The Association’s registered office is in Milan. The Association is also entitled to set up operational branches and representation offices throughout the national territory and in any foreign country in which it shall deem necessary or useful to perform its activity in the pursuance of its objects.

Article 3
Duration

The Association’s duration is unlimited.

Article 4
Type of Association

The Association is entitled to become a member of the Confederation of Italian Industries (Confindustria) and adopt its logo and other identifying symbols, with the ultimate purpose of becoming the representative of its industry in the representation system of Italian industries, as defined by Confindustria’s articles of association.
As a result thereof, it shall acquire all of the rights and obligations related thereto for itself and on behalf of its members.
More specifically, the Association will adopt the Confederation’s Code of Conduct and Associational Values Charter, which shall form an integral part hereof, it being understood that Assosolare’s organisation and behaviours will be inspired by these two instruments and that its Members will be required to observe the same.
By resolution of the Board of Directors, the Association may decide to join national, EU and international bodies and organisations and may institute delegations or branch offices elsewhere and define there tasks and organisation.
The Association is a non-profit-making and apolitical entity.
However it may initiate or participate in business activities, provided they are instrumental in favouring the fulfilment of the Association’s purposes.

Article 5
Objects

The Associations’ objects are:

1. To pool, assist, protect and coordinate activities for all regularly incorporated manufacturers of photovoltaic plant parts;
2. To represent and protect the Industry, within the limits hereof, in its relations with public authorities and institutions, business organisations, political parties, unions, welfare institutions, and national, EU and international organisations; to collaborate and promote together with Italian and EU institutions, business organisations, political parties, welfare organisations and cultural associations – and with similar or complementary international institutions and organisations – a spirit and forms of collaboration for the joint achievement of progress and development;
3. For the purposes stated above, to perform the following functions:
   1. 1.to organise, whether directly or indirectly, surveys and studies, debates and conferences on economic and social themes as well as on institutions of general national or international interest;
   2. 2.to protect the activities of its Members in their relations with unions and economically speaking by executing general-purpose agreements at EU and national level;
   3. 3.to provide its Members with information, assistance and counselling in the general issues related to entrepreneurship and the business community.

TITLE II
MEMBERS

Article 6
Scope of Representation

The Association consists of:

• Ordinary Members
• Associate Members

The following are eligible for Ordinary Member status:

1. Businesses applying for such status and found suitable for admission in compliance with the Articles, provided that they are not already members of other organisations whose objects are in conflict with those of the Association;
2. Businesses with their registered office and/or branches in Italy, active in the photovoltaic energy sector and whose core business is the manufacturing of photovoltaic plant parts and components.

The following are eligible for Associate Member status:

1. Businesses applying for such status and found suitable for admission in compliance with the Articles, provided that they are not already members of other organisations whose objects are in conflict with those of the Association;
2. Based on the terms to be defined by the Board of Directors, other businesses whose objects are complementary to, instrumental in, and/or economically related to the businesses represented by the Association.

Businesses meeting the requirements for the Ordinary Member status are not entitled to be admitted as Associate Members.
The Association may receive advices from organisations and/or associations active in the protection of natural resources and of the environment and can synergetically collaborate with the same for the achievement of the Association’s purposes.

Article 7
Admission and Duration

The application for membership, to be signed by the legal representative of the business shall be written on special forms to be filled in and addressed to the attention of the President of the Association.
In such application reference shall be made to the express acceptance of the provisions hereof and of all of the rights and obligations arising out hereof.
The representatives of the businesses wishing to join need to provide proof of full legal and moral reliability.
The information to be specified in the application includes:

• the details of the business’s owner or legal representative;
• its objects;
• its address;
• its staff headcount;
• and anything that the Association should request.

Applications will be approved by the Board of Directors. In case of refusal of admission, the applicant may request the re-examination of its application by the General Meeting of Members, and, if the application is approved, such decision will be final.
Membership compulsorily lasts two years running from the first day of the calendar half-year in which an application for membership is submitted.
On admission, the new Member will be required to pay the following membership fees to the Association:

• an admission fee;
• an annual subscription fee and any special fees as resolved upon by the General Meeting.

The Association shall have the power to institute judicial proceedings before the Courts of Milan against any defaulting or infringing members, who will in any case be required to pay their membership fees for the current year.
Membership is deemed to be tacitly renewed for subsequent two-year periods, unless a Member gives early notice of termination by registered letter to be sent at least three months in advance of the expiry of the two-year term.
For the mere purpose of quantifying fees payable, membership will run from the month of admission.
Any change in the Member’s corporate name will not terminate its membership.

Article 8
Members’ Rights

Ordinary Members will be entitled to receive institutional, representational and service benefits provided by the Association or though the confederation system to which it belongs.
Associate Members, on the other hand, will not be entitled to receive benefits in the form of direct representation at union and/or political level by the Association.
In addition, Ordinary Members will be entitled to participate, speak, vote and stand as candidates in the Association’s governing bodies, subject to the terms of participation, rights to speak and intervene and voting rights envisaged herein, provided they have complied with the obligations hereof.

Article 9
Members’ Duties

Membership in the association implies the obligation to observe these Articles, the applicable legislation and its enforcing regulations.
By 31 January each year, Members shall pay membership fees to the Association and, by 31 March each year they shall provide the Association with information on any and all variations intervened in the previous year and to be used for calculating any outstanding balance in the payment of the yearly subscription fee.
Membership fees may be updated on an annual basis, by a Board of Directors’ resolution, in line with, among other things, the consumer price index variation measured by the Italian Statistical Institute (ISTAT) for the previous year.
The activity of Members shall be carried out in accordance with the codes of ethics and good practices applicable in the professional and business community and shall not cause harm to the image of the industry, which the Association protects, or of any of its members.

Article 10
Disciplinary Action

Any members found in breach of the obligations hereof are liable to the following disciplinary action:

• suspension of their right to participate in the Association’s General Meeting;
• reprimand from the Association’s President notified in writing and duly motivated;
• suspension of any service and any social activity for a period not exceeding six months;
• removal from office of the infringing Member’s representatives with executive or senior posts in the Association;
• suspension of their right to vote and/or stand as candidate;
• expulsion in case of repeated defaults in payments or other serious breaches of the obligations contemplated herein or in the Confederation’s Code of Conduct.

Disciplinary action is resolved upon by the General Meeting.

Article 11
Termination of the Member Status

The Member status will be lost in the following cases:

1. resignation, on the terms and conditions provided for in article 7 hereof;
2. business activity termination, effective from the time of giving notice thereof;
3. bankruptcy declared by a final court order;
4. expulsion in the cases envisaged by article 10 hereof.

The Member status is equally lost by exclusion resolved upon by the General Meeting having found a behaviour of a Member conflicting with the purposes or the spirit of the Association.
In any case, the Member is not exempted from its accepted obligations pursuant to article 7.
On the termination of membership, Members automatically loose external representation mandates and any offices entrusted to them within the Association.
The Member whose membership terminates is in any case required to pay membership fees until the following dates:

1. in case of resignation given within the minimum notice period required herein, activity termination, bankruptcy declared by a final court order, or expulsion, until the contractual expiry of membership;
2. in case of resignation given after the minimum notice period required herein, until the expiry of the tacitly renewed two-year membership;
3. in case of resignation for an objection raised to changes in the Articles, based on the term stated in article 23.

TITLE III
ORGANISATION OF THE ASSOCIATION

Article 12
Association Bodies

The bodies of the Association include:

1. The General Meeting of Members;
2. The Board of Directors
3. The President
4. The Board of Auditors, if appointed
5. The Scientific Committee, if appointed

Article 13
The General Meeting of Members

The General Meeting is formed by all Members and their delegates with voting rights.
The General Meeting is convened:

1. ordinarily, once a year, within 120 days of the end of each financial year, which may be extended to 180 if special circumstances require so (e.g. approval of financial accounts, renewal of posts, or presentation of the budget for the current year);
2. extraordinarily, whenever the Board of Directors deems it appropriate or when a motivated request is submitted by a number of Members corresponding in aggregate to at least one quarter of all Members’ voting rights.

One such request will have to list the agenda to be discussed and be addressed in writing to the President.
Following the presentation of a request compliant to the requirements stated above, the General Meeting will have to be convened within thirty days maximum from the date of receiving the request.
Ordinary and Extraordinary General Meetings are convened by the President or, in case of absence or impediment preventing him from doing so, by a Director appointed by the President. Ordinary and Extraordinary General Meetings are convened by sending registered letters to each Member, at their declared places of domicile, at least fifteen days prior to the date of the meeting, or by any means providing proof of receipt of the call notice (i.e. by email and/or fax) at least eight days prior to the agreed date of the Meeting.
In urgent cases, a General Meeting may be convened by fax, telegram or any other equivalent means (email, etc.) subject to a five-day prior notice and other terms and conditions specified below.
A call notice shall state the date and time of the first and second call of the Meeting, as well as its place and agenda.
In first call, a General Meeting shall be validly constituted when members holding at least half of all of the voting rights in such Meeting are present. In second call, a General Meeting shall be validly constituted when members holding at least one fifth of all of the voting rights in such Meeting are present.
Resolutions are approved by the majority of votes of all members, without counting abstentions, with the exception of resolutions for which these Articles provide for a different majority.
The voting system is decided by the Chairperson of the General Meeting; secret ballot will be customarily used for the appointment of individual persons and any resolutions related to them; in such an event, two tellers will be appointed, unless by the majority of votes the General Meeting should resolve on an open vote.
The General Meeting’s resolutions passed pursuant hereto are binding on all Members, whether or not they have attended the Meeting or dissented.
The General Meeting is formed by the representatives of all Members provided they have complied with the obligations hereof and have regularly paid the applicable membership fees, which can be paid until the day preceding the date of the General Meeting.
Members not complying with the obligations stated above are in any case allowed to attend the General Meeting, but without any right to speak or intervene in the discussion.
Each Member may be represented by another Member and can represent no more than a single Member by a written power of attorney.
Voting rights at a General Meeting to which Members are individually entitled, provided they have complied with the obligations stated above, are allotted as follows:

• Ordinary Member: 1 voting right
• Associate Member: 1 voting right merely in votes pertaining to the approval of financial accounts.

The General Meeting’s resolutions passed pursuant hereto are binding on all Members whether or not they have attended the Meeting or dissented, without prejudice to the exercise of their right of withdrawal.
A General Meeting is chaired by the President or, in case of his or her absence or impediment, by a Director appointed by the President.
The General Meeting’s resolutions are recorded in minutes – to be signed by the person in the chair and by the General Meeting’s Secretary following his or her appointment by the General Meeting.
A General Meeting may equally take place in multiple places connected by audio and/or video conference call, on the following conditions, which must be duly recorded in the minutes:

• The Chairperson of the General Meeting and the Secretary, if appointed, shall be in the same place for the compilation and signature of the minutes;
• The Chairperson of the General Meeting shall be in a position to check the identity and the legitimacy of participants, coordinate the proceedings of the meeting, acknowledge and announce the results of any required votes;
• the minuter shall be allowed to suitably perceive and follow the events of the Meeting to be put on record;
• participants shall be allowed to take part in the discussion and concurrently vote on the subjects listed on the agenda, as well as to view, receive or transmit documents;
• the call notice shall state the places which the Association caused to be connected by audio and/or video conference call and where participants will meet, and the place where the President and the Secretary (if appointed) are present will be deemed to be the place where the Meeting formally takes place.

An attendance sheet will be used in all places connected by audio and/or video conference call in which the Meeting will be held.

Article 14
General Meeting’s Functions

A General Meeting shall have the following functions:

1. elect the President;
2. elect the Board of Directors;
3. elect the Board of Auditors, if deemed necessary;
4. approve the general mission and the schedule of activities as proposed by the President;
5. define the mission and rough guidelines of the Association’s activities and examine any topic falling in the Association’s scope of activities;
6. adopt the annual financial accounts and examine the budget;
7. change these Articles;
8. wind up the Association and appoint one or more liquidators;
9. resolve on any other subjects submitted to it by the Board of Directors or by the President.

Article 15
The Board of Directors

The Board of Directors is formed by:

• the President;
• six Directors appointed by the General Meeting.

The Board of Directors’ meeting will be attended by the former President in office, who will not have a voting right.
Each Member may not be represented in the Board of Directors by a number of representatives exceeding one half of the total number of representatives. The Directors of the Board elected in a General Meeting will remain in office for three financial years, or for a shorter period as fixed at the time of their appointment, and their office will terminate at the General Meeting convened for the adoption of the financial accounts of the last financial year of their term of office. At the end of their office, Directors may be reappointed for no more than two consecutive terms and their office will terminate if the representation power conferred on them by the Member they represent ceases or if the latter ceases to be a Member of the Association.
If one or more Directors are missing during three three-year term of office, such vacancies will be filled by the Board of Directors, who will appoint new Directors by cooption. The Directors thus appointed will remain in office until the next General Meeting and those appointed by the General Meeting will remain in office for the same term as the original term of office of the Directors they replace. If vacancies exceed one half of the total, the Directors in office shall immediately convene a General Meeting for the appointment of a new Board of Directors.
The Board of Directors shall ordinarily meet at least once every three months and, in any case, whenever the President deems it necessary or whenever one fourth of the Directors so require.
Call notices are served by the President or, in case of his or her absence or impediment, by another Director by registered letter, telegram, facsimile or email message to be sent at least seven days prior to the date of the Directors’ Meeting or, in urgent cases, by telegram, facsimile or email message to be sent at least three days prior to such Meeting.
If faxes or emails or other suitable means for the service of notices are used, notices will have to be sent to the fax number, email address and/or postal address expressly advised by Directors as shown in a suitable note in the Board of Directors’ Resolutions Book.
Each call notice shall mention the place, day and time of the meeting and list the subjects on the agenda.
A Board of Directors’ Meeting shall be validly constituted when at least one half of the Directors in office are present.
Resolutions shall be taken by the majority of votes of Directors attending the Meeting, without counting abstentions; in case of an equality of votes, the Chairperson will have a casting vote.
A Board of Directors’ Meeting is chaired by the President; in case of his or her absence or impediment, another Director appointed by the President will be in the chair.
The office of Director will terminate for anyone not attending the Meetings, without a valid reason, for four consecutive times and, in any case, for anyone not attending at least half of the Meetings in a calendar year. A Director removed from his or her office as stated above will be replaced by a new Director to be appointed by the General Meeting.
The Board of Directors’ resolutions will be recorded in minutes compiled by the Chairperson and the Secretary appointed by the President.
A Board of Directors’ Meeting may equally take place by audio and/or video conference call, on the following conditions, which must be duly recorded in the minutes:

1. the Chairperson of the Meeting and the Secretary, if appointed, shall be in the same place for the compilation and signature of the minutes, and the Meeting will be deemed to be held in that place;
2. the Chairperson of the Meeting shall be in a position to check the identity and the legitimacy of participants, coordinate the proceedings of the Meeting, acknowledge and announce the results of any required votes;
3. the minuter shall be allowed to suitably perceive and follow the events of the meeting to be put on record;
4. participants shall be allowed to take part in the discussion and concurrently vote on the subjects listed on the agenda, as well as to view, receive or transmit documents.

Article 16
Board of Directors’ Functions

The Board of Directors shall have the widest powers for the ordinary and extraordinary management of the Association, more specifically:

1. with reference to the General Meeting’s resolutions and guidelines, ensure that the purposes of these Articles are achieved and take account of all general-purpose issues;
2. resolve on general guidelines in relation to any technical and economic agreements;
3. identify the issues to be submitted to the General Meeting for its examination;
4. prepare the annual financial accounts and budget and the yearly report to be submitted to the General Meeting for its approval;
5. resolve on any other subjects submitted to it by the President for its examination;
6. resolve on the acceptance of applications for admission from new Members, admission fees and subscription fees, as well as on the application of any penalties in case of delayed payment;
7. adopt disciplinary action;
8. resolve on the exclusion of Members;
9. work out changes to these Articles and propose them to the General Meeting for its approval;
10. perform any other functions provided for herein;
11. promote and implement any further useful action for the achievement of the purposes hereof and for improving participation in the life of the Association;
12. provide powers of attorney and delegations in favour of Directors of the Board or appoint special attorneys-in-fact or general attorneys-in-fact for special acts or groups of acts;
13. institute a Scientific Committee formed by experts in the Association’s scope of activities, with the task of providing support to the Association.
14. institute workgroups, if need be.

Article 17
The President

The President is elected by an Ordinary General Meeting.
The President runs the Association with powers and functions entrusted to him or her by the Board of Directors and has the power to represent the Association in all respects vis-à-vis third parties and at law, as well as to take legal action or to defend the Association in court and to appoint lawyers and attorneys-at-law for all actions and operations related to the functioning of the Association in accordance with the purposes hereof; further, it has general responsibility for the ordinary course and success of the Association’s overall activity.
The President has signatory powers for instruments that bind the Association to its Members and third parties.
The President supervises, coordinates and controls the activity of the Directors of the Board, to whom he may delegate, either jointly or severally, some of his or her powers, by giving them a permanent or temporary power of attorney for individual acts as part of the ordinary operational activity.
If the President is absent or in case of his or her impediment, he or she will be replaced by a Director of the Board appointed by the President.
In case of vacancy of the President’s post, a General Meeting shall urgently be convened for the election of a new President. The newly elected President will last in office until the date of the Ordinary General Meeting on which the term of his predecessor would have expired.

Article 18
Internal Auditors

The Association’s Board of Auditors is appointed by the General Meeting if the Members participating in such Meeting deem it necessary; its functions include auditing the financial performance and position and the asset management of the Association, checking that bookkeeping is regularly made, examining the draft texts of budgets and financial accounts, and submitting a report to the General Meeting in such respect. In addition, it shall perform cash controls and compile suitable reports thereof.
The Board of Auditors shall consist of three regular Auditors, either Members or Non-Members of whom one shall act as Chairperson, as well as two acting Auditors. It will remain in office three financial years, may be re-elected and Auditors may be chosen among Non-Members while bearing in mind their skills.

Article 19
Scientific Committee

The Scientific Committee is made up of five experts chosen by the Board of Directors among eminent names in the Association’s scope of activities listed under Article 5 hereof. The Scientific Committee experts will remain in office for a three-year term, which can be renewed many times. The experts forming the Scientific Committee shall be replaced in case of resignation, permanent impediment or death for the remaining part of the three-year term.
The number of experts can be increased to seven by appointment of the Board of Directors, which in such respect will resolve subject to the attendance and favourable votes of at least two thirds of Directors.

Article 20
Scientific Committee’s Functions

The Scientific Committee shall meet at least once every six months and will be convened whenever the President of the Association deems it appropriate on request from at least two of its experts.
The Scientific Committee shall fulfil the following functions:

1. make proposals on the activities of the Association and bring to attention any persons considered suitable, in its judgment, to collaborate in the implementation of such activities;
2. give its advice on the schedules of activities submitted to it; and
3. give its advice on the results achieved in relation to the individual initiatives embarked upon by the Association.

Article 21
General Provisions on Offices

By representatives of the Association’s Members are meant their owners, legal representatives or delegates of the same (to be formally appointed and chosen among general attorneys-in-fact).
All offices of the Association shall be performed free of charge.

TITLE IV
FINANCES AND ASSETS – DURATION OF THE PAYMENT PERIOD – FINANCIAL ACCOUNTS

Article 22
Finances and Assets

The Association’s revenues include:

1. the admission fee to be fixed by the Board of Directors and paid on Members’ admission to the Association;
2. the yearly subscription fee to be fixed on an annual basis by the Board of Directors;
3. any extraordinary fees for the development of any special initiatives requiring monies in excess of those of the ordinary budget;
4. yearly budget surpluses and/or annual-statement surpluses;
5. financial aid and assistance from public authorities, local bodies, credit institutions and other entities;
6. subsidies, donations or legacies from third parties or Members;
7. revenues from the institutional activity performed in favour of Members;
8. payments received and any commercial activities carried out for the achievement of the Association’s purposes.

Members may not hold any estate or interest in the Association’s asset.
Direct or indirect distribution of profits or proceeds for the year, funds, reserves or capital is strictly forbidden for the full lifetime of the Association, unless their appropriation or distribution are required by law.
Yearly subscription fees shall be settled in a single payment no later than on 31 January each year.

Article 23
Duration of the Payment Period

Yearly subscription fees are ordinarily due for the entire current calendar year, irrespective of the date on which new members are admitted, unless the Board of Director decides otherwise for special reasons to be duly motivated.
A resigning Member or a Member ceasing to belong to the Association is required to pay the subscription fee for the entire current year.

Article 24
Financial Year and Annual Accounts

The financial year runs from 1 January to 31 December each year.
Within the first quarter of the year, the Board of Directors shall compile a budget and financial accounts as at 31 December, to be submitted to the General Meeting for its approval.

TITLE V
CHANGES TO THE ARTICLES – WINDUP OF THE ASSOCIATION – FINAL PROVISIONS

Article 25
Changes to the Articles

Any changes to these Articles shall be resolved on by the General Meeting with the favourable vote of at least 51% (fifty-one percent) of all Members with voting rights.
Exceptionally, the Board of Directors may submit the proposed changes to the approval of Members by referendum based on the majority stated above.
Any Members objecting to the adopted changes at the General Meeting or at the referendum have the option to exercise a right of withdrawal; in such case, a notice of withdrawal shall be sent by registered letter with return receipt requested, within thirty days of receiving the notice of such changes.
In relation to the payment of any membership fees, the withdrawal shall take effect from the first of January of the following year.

Article 26
Windup

When the windup of the Association is requested by a number of Members representing no less than one third of the total votes, a special General Meeting shall be convened for a resolution to be passed in such respect.
One such General Meeting shall be convened by registered letter, telegram, facsimile or email message, and will validly resolve in first call with the favourable vote of at least two thirds of Members with voting rights, in second call the favourable vote of one third of Members with voting rights will suffice.
The General Meeting shall appoint one or more liquidators, define their powers and fees and further resolve on the appropriation of any residual assets.

Article 27
Transitional Provision

In the first application of these Articles, the first Chairperson of the Board of Directors is appointed by the founding Members, which shall equally appoint the other Directors of the Board.

Article 28
Rules of Procedure

Special provisions governing the functioning and performance of these Articles will be compiled in the form of Rules of Procedures by the Board of Directors and approved by the General Meeting of Members.

Article 29
Final Provisions

For anything not expressly governed by these Articles, reference shall be made to the provisions of the applicable Italian laws and regulations.

 

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