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:
Article 6
Scope of Representation
The Association consists of:
The following are eligible for Ordinary Member status:
The following are eligible for Associate Member status:
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:
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:
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:
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:
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:
Article 12
Association Bodies
The bodies of the Association include:
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:
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:
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:
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:
Article 15
The Board of Directors
The Board of Directors is formed by:
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:
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:
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:
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.
Article 22
Finances and Assets
The Association’s revenues include:
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.
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.