ARTICLES OF ASSOCIATION of "IDEA, ASSOCIAZIONE EXHIBITION DESIGNERS"
General information about the Association: Name, Purposes and General Office.
Art. 1 (Name) The name of the Association is "IDEA, Associazione Exhibition Designers."
Art. 2 (Purposes) The Association, which is a non-profit making association, aims at: - promoting members’ project activity; - characterising the culture and the practice of shows, fairs, exhibitions and temporary outfitting planning; - promoting exhibit design and associates through the organisation of events, conferences, shows and other projects; - carrying out cultural and editorial activities in order to support the sector; - defining, promoting and diffusing a specific members’ professional ethics; - assisting and protecting members in their practice; - promoting members’ relations with Bodies, Exhibition Organizations and Entrepreneurial Associations; - proposing, approving and diffusing a reference rate manual; - favouring the establishment of univocal regulations concerning safety, implementation time, accesses, structural criteria and quality controls of exhibitions centres; - supporting the exchange of information and ideas among members; recording and advertising the results of researches, experiences and information; - ensuring maximum visibility with the Medias; - introducing an annual award to the best Exhibit design project; - representing an inescapable reference for professional training, Universities and schools.
Art. 3 (General Office) The General Office of the Association is in Milan, Via Mecenate n.84/10.
Art. 4 (Categories) Associates are divided into Ordinary Members, Honorary Members and Charter Members.
Art. 5 (Ordinary Members) Ordinary Members are competent and experienced professionals operating in exhibition events design, or at least in single-spaces design, aged 30 (thirty) and who regularly carry out this activity. To demonstrate expertise acquired, Ordinary Members shall be able to document 9 (nine) years of activity, which reduces to 5 (five) for all those who have a degree in architecture.
Art. 6 (Honorary Members) Those subjects with a special honour or reputation in exhibition events planning, though foreign citizens, can be appointed Honorary Members by the Council with a majority of two thirds of the members.
Art. 7 (Charter Members) The Charter Members are those Members who were present at the deed of partnership and those who, for outstanding merits, have been included in the aforesaid category by Council resolution, with a majority of two thirds of the members.
Art. 8 Application Anybody who aims at becoming member shall submit application to the Council, enclosing qualifications and certificates attesting the quality and requirements necessary for the category the member aims at. As for courses, experiences and jobs carried out by the applicant in the field of design with a position of responsibility, it is allowed to submit a self-declaration, countersigned by at least three members vouching for truthfulness of the applicant’s declarations.
Art. 9 (Members Committee) The application shall be unanimously approved beforehand by the suitable Members Committee, made up of three Charter Members selected by the Chairman. The Members Committee shall stay in office for four years, and it shall lapse together with the Council.
Art. 10 (Admittance) Further to Members Committee’s approval, admittance shall be decided by the Council with a majority of two thirds of the members, within sixty days from application submittal.
Art. 11 (Resubmission of the application) An already rejected applicant cannot submit again an admittance application, unless at least twelve months have passed from the rejection resolution of the previous application. Point III Members rights and obligations, sanctions
Art. 12 (Rights) All members are entitled to take part to the activities of the Association and to assemblies. Charter Members, Honorary Members and Ordinary Members, both Italian and foreigner, are entitled to vote.
Art. 13 (Obligations) All Members shall operate for the pursuit of Association purposes, hence they shall contribute, through the payment of the membership share and of annual contributions, to its running costs.
Art. 14 (Membership share) The membership share amounts to euro 150,00 (one hundred dot zero zero) as for Ordinary and Charter Members.
Art. 15 (Contributions) Annual contributions are fixed by the Council.
Art. 16 (Exemptions) Honorary Members are exempt from payment of shares and contributions.
Art. 17 (Recession) The recession declaration will be valid after it has been reported in writing to the Council and it binds the outgoing member to pay shares and contributions referring to the current year and to pay eventual arrears due at the resignation date.
Art. 18 (Exclusion) The exclusion of a Member, due to serious cause, harmful for the purposes and interests of the Association, is stated by the Council, with the majority of two thirds of the members, upon proposal of the Board of Arbitrators or upon complaint of at least 5 Members, after having listened, in this case, the Board of Arbitrators.
Art. 19 (Proceeding) Upon proposal or opinion under the previous article, the Council shall appoint a Councillor for proceeding direction, which, to the outcome, shall formulate an imputation, by challenging it in writing to the Member. During the hearing, fixed by the Council not earlier than twenty days before challenge notification, but not later than forty days, the member can produce defence evidence and can ask for assistance of another member who will defend him.
Art. 20 (Censure) Censure is decreed by the Board of Arbitrators towards those Members who has breached the rules of the deed of partnership, or who was not compliant with professional ethics required by the Association members.
Art. 21 (Suspension) Suspension is decreed by the Council against those Members that have not yet paid association shares, with a delay of more than 4 months. As the default persists, the suspension proceeding is turned to ejection, upon proceeding experience provided by article 19 on request of the Treasurer.
Art. 22 (General rule) The meeting is made up of Members specially sitting and convened by the Council in the General Office of the Association, or in another place, provided that in Italy. It is a deliberative organ with reference to general directives of the operation of the Association.
Art. 23 (Annual meeting) The annual meeting has the function of approving the balance sheet, appointing Chairman, Councillors, Auditors and Arbitrators, it can deliberate on other subjects of the activity and on the Association management aspects reserved to its expertise by the deed of partnership, or submitted for examination by the Council, as well as about Association organs liability. It shall be convoked at least once a year, within forty days from the Association financial year closing, at a minimum 20 (twenty) days’ notice. It shall be convoked upon request of the Chairman or of the Board of Auditors, if appointed, or when required by at least one tenth of the members.
Art. 24 (Extraordinary Meeting) The Extraordinary Meeting deliberates on deed of partnership ’s modifications. It shall be convoked when required by the Chairman or by the Board of Auditors, if appointed, or when required by at least one third of the members.
Art. 25 (Convocation) The convocation is made by registered notice, by mail or by fax, reporting the day, the time and the place of the assembly, as well as the matters to be dealt with (agenda), it shall be sent to the domicile indicated by the Members, at least 20 (twenty) days before the fixed date. To this extent, the postmark or the sending date on the fax will be proving its validity.
Art. 26 (Participation) It is possible to participate to assemblies or resolutions of the Meeting by proxy as well, with a maximum of one proxy for each member.
Art. 27 (Constitution of the Meeting and resolutions validity) In its first convocation, the annual meeting shall be validly constituted by a majority of sitting members and shall deliberate by a majority of sitting members; the extraordinary meeting is validly constituted by the presence of two thirds of the members and shall deliberate with the vote for two thirds of sitting members . Art. 28 (Second convocation) If sitting members do not represent the quorum required by the previous article, the meeting shall be convoked again. The convocation notice shall indicate day and time for the second convocation that may be held on the same day of the first convocation, at least with one-hour difference. During the second convocation, the annual meeting shall deliberate on the matters to be dealt with in the first meeting, independently on the number of sitting members and with the vote for the majority of sitting members, while the Extraordinary Meeting shall anyhow deliberate by presences and majorities established for the first convocation.
Art. 29 (Chairmanship of the Meeting) The meeting is presided by the Chairman of the Association or, failing this, by a person appointed by the sitting members. The Chairman is sided by the Secretary of the Association.
Art. 30 (Minutes of meeting’s resolutions) Meeting’s resolutions shall consist of minutes signed by the Chairman and by the Secretary.
Art. 31 (Appointment) The Meeting appoints by a majority. The elections shall be summoned together with polls for appointing other organs of the Association.
Art. 32 (Temporary law) Charter Members shall appoint the first Chairman, when the deed of partnership of the Association comes into force.
Art. 33 (Term of office) The Chairman is appointed for four years and cannot be appointed for more than twice consecutively. In the event of resignation or impediment of whatsoever nature, the Vice Chairman shall succeed him until following appointment.
Art. 34 (Representation before third parties) The Chairman represents the Association. As for juristic acts implying financial and economical obligations’ assumption at the Association or members’ charge, he shall act by joint signature with the Treasurer.
Art. 35 (Functions and powers) The Chairman shall preside assemblies and shall conduct the Council sittings, of which he is an ex officio member by decisive vote’ s faculty in case of parity. He is an ex officio member of all Committees. He shall convoke the meeting on his own decision. He supervises the implementation of the Association organs’ resolutions.
Art. 36 (Composition) The Council is made up of seven members: six Members and the Chairman of the Association.
Art. 37 (Term of office) Councillors are appointed for four years and they cannot be appointed for more than twice consecutively.
Art. 38 (Appointment) Members with the highest number of preferential votes are elected Councillors of the Meeting. Elections for the renewal of the Council are summoned every four years by December 31st.
Art. 39 (Temporary law) Charter Members appoint the first Councillor, when the deed of partnership of the Association comes into force.
Art. 40 (Appointment of Executives) The Council, within 30 (thirty) days from polls under article 37, shall sit and elect by absolute majority, for the duration of four years, the Vice Chairman of the Association and the Treasurer, and it shall appoint the Secretary and the Vice Secretary.
Art. 41 (Functions and powers of the Council) The Council is the permanent organ that shall deliberate on the activity and Association management subjects which were not reserved by the deed of partnership to the expertise of other organs. It shall have statutory authority on competent matters. It shall control all acts of the Association. It shall convoke the meeting and implement its resolutions. It shall appoint the Committees and elect Honorary Members. It shall deliberate on member's admittance and exclusion. It shall provide for regulations to be submitted for the Meeting’s approval.
Art. 42 (Convocations) The Council is summoned, by means of the Secretary, on the Chairman‘s initiative, that is to say on one of the Councillors’ demand.
Art. 43 (Resolutions) Council resolutions will not be valid if the majority of its members is not present and if they are not adopted by a majority of sitting members, except for those hypothesis requiring absolute majority or the other qualified majority.
Art. 44 (Minutes of the Council resolutions) Council resolutions shall consist of minutes signed by the Chairman and by the Secretary. It will be read during the following sitting.
Art. 45 (The Vice Chairman) The Vice Chairman shall replace the Chairman, who might be impelled for any reason. As he is conferred with the same authority, ha shall fulfil all the functions of the Chairman.
Art. 46 (The Secretary) The Secretary shall implement the Council resolutions. He shall implement all the Chairman’s directives. He shall provide for convocations of the Meeting and of the Council, required by anyone, thus drawing up the minutes of relative assemblies. He shall be in charge of the custody of the Association Seal, by affixing it with his signature, on resolutions and on each Association act or document, as well as on certificates issued to members. He shall preserve the acts of the Association.
Art. 47 (Il Vice-Secretary) The Vice-Secretary shall replace the impelled Secretary and shall help him in its functions execution.
Art. 48 (The Treasurer) The Treasurer shall submit the balance sheet to the Council for obtaining the Meeting’s approval. He shall receive association shares and contributions and all the amounts paid to the Association for any reason, by issuing receipt. He shall make payments upon Council's authorization. He shall affix his signature on all acts binding the association from an economic point of view.
Board of Statutory Auditors
Art. 49 (The Board of Statutory Auditors) The Board of Statutory Auditors, if appointed, is made up of three Members elected by the Meeting, according to the number of preferential votes, it shall have a term of four years, together with polls for electing other organs of the Association. The oldest Auditor shall take over the Chairmanship.
Art. 50 (Obligations) The Board of Statutory Auditors shall supervise the Association administration, it shall preside over the observance of Law and of the deed of partnership, and it shall check regular bookkeeping and balance sheet correspondence. Auditors shall assist to assemblies and to the Council sittings, if required.
Art. 51 (Powers) In any moment, the Auditors shall implement, control and inspect actions and shall summon the meeting in case of Council default or Members complaint.
Art. 52 (Members’ Denunciation) Each member can report reprehensible facts to the Board of Statutory Auditors, which, if the complaint turns out to be well founded, shall draw up the report for the Meeting and shall immediately summon it, by presenting proposals and conclusions.
Board of Arbitrators
Art. 53 (The Board of Arbitrators) The Board of Arbitrators is composed by three members, appointed by the Meeting during the elections of other association organs, according to the number of preferential votes, with a four-years term of office. It shall be presided by the oldest member. It shall be competent in all disciplinary matters signalled by the Council and it shall reach its decisions by simply majority.
Dissolution and liquidation of the
Art. 54 (Causes of dissolution) The Association shall break up due to supervening impossibility of achieving the association purpose, to functioning impossibility or prolonged inactivity of the Meeting and by resolution of the Meeting.
Art. 55 (Effects of dissolution) If a fact involving the Association dissolution occurred, the executives should not carry out new activities or operations. In case of non-observance of the prohibition, they shall take unlimited and personal liability for affairs taken up.
Art. 56 (Appointment and revocation of liquidators) Liquidators shall be appointed by the Meeting, which shall deliberate by the majorities prescribed for the Extraordinary Meeting. If the majority is not achieved, appointment of liquidators will be entrusted to the Board of Statutory Auditors. The meeting by the majorities prescribed for the Extraordinary Meeting shall revoke liquidators. In this case, the meeting shall be liable for replacement.
Art. 57 (Association organs during liquidation) Meetings and Board of Statutory Auditor’s provisions shall be applied during liquidation as well, as compatible.
Art. 58 (Liquidation) After dissolution has been established, liquidators shall perform the liquidation of the capital, according to the destination agreed by the meeting.
Milan, March 30th, 2006.