Statute of the Italian-Arab Cooperation Chamber
TRAINING AND AIMS
ART. 1 (costitution)
A non-profit association was established by a notary deed dated 17 March 1972, governed by this Statute and by the laws in force in Italy.
ART. 2 (denomination)
The Association is called ITALO-ARAB COOPERATION CHAMBER, initials CCIA (ie ITALO-ARABIC CHAMBER OF COMMERCE) (CCIA initials), (hereinafter also referred to as “the Chamber”).
ART. 3 (aims)
The Chamber’s purpose is to consolidate and increase knowledge and friendship and to foster and develop economic relations between Italy and the Arab countries, in particular by operating in support of the activities of its members.
To achieve these objectives, the Chamber may:
- promote the internationalization and activities of its members, offering them a framework of knowledge and information and technical-operational support, as well as promoting the creation of networks, business consortia, commercial agreements and mixed companies;
- collaborate and work in harmony with Italian and foreign Chambers of Commerce, business and trade associations, trade unions and organizations or professional categories;
- collaborate with the business, chamber and banking systems of Arab countries;
- undertake, organize, sponsor and encourage any cultural, social and scientific activity, aimed at deepening mutual knowledge and establishing bonds of friendship between Italy and the Arab countries;
- organize meetings, conferences and other events; promote studies and market research; organize the participation of economic operators in fairs and exhibitions; organize missions of operators to and from Arab countries; develop any other action aimed at increasing Italian-Arab economic relations, spreading mutual knowledge of the characteristics of the industrial, agricultural, commercial, tourism and services sectors, and promoting the transfer of technologies and the exchange of goods and services;
- submit to the competent Authorities and, in particular, to the diplomatic and consular Authorities of the countries concerned, initiatives that can favor the development of economic relations between Italy and each Arab country;
- provide consultancy and technical assistance to the Italian and Arab administrations, as well as to the related Bodies and Bodies in charge of industrial, commercial, technological, tourist cooperation and development and the attraction of foreign direct investments, also by participating in specific projects; carry out similar activities on behalf of business associations, chambers of commerce, consortia and business networks;
- extend any possible assistance for the settlement of disputes between Italian and Arab subjects, both by acting as a friendly composer, and by setting up specific expert bodies, conciliation, mediation and arbitration, or by participating in them;
- create and manage a documentation center that can detect and disseminate the laws and regulations in force in Italy and the Arab countries and all data and news, in particular of an economic, financial and commercial nature, which have reference to the purpose of the Chamber ;
- promote editorial initiatives for the publication, in print and / or online, of periodicals, monographs, Chamber directories or documents relating to Italian-Arab relations;
- participate in calls for tenders and tenders, launched by national and international Bodies and Administrations, open to non-profit associations and having an object related to the aims and activities of the Chamber;
- make use of third parties and associated and controlled companies to carry out the activities described above;
- carry out any other activity and operation, including movable and real estate, including the constitution, acquisition and sale of companies and shareholdings, which the corporate bodies consider useful and appropriate or instrumental to the pursuit of the aims and development of the Association.
- carry out planning and management of services and projects in the field of professional training for public bodies and private companies, with particular regard to the support and development of training courses for professional figures aimed at implementing the possibilities of cooperation between Italy and the Arab countries .
ART. 4 (duration)
The Association has an unlimited duration from the date of its constitution.
ART. 5 (headquarters – offices – representatives)
The Chamber is based in Rome. It has the right to establish offices and appoint representatives in other cities of Italy and Arab countries.
ART. 6 (members)
Any company, institution and natural or legal person who, sharing its aims and accepting the Statute, is interested in operating with the countries of reference of the Chamber can be a member of the Chamber. The following categories of members are established:
6.1 Ordinary members
The status of ordinary member is acquired following the acceptance of the application for admission, accompanied by the payment of the membership fee, by the Board of Directors, which decides unquestionably, without prejudice to the right of non-admitted persons to resort to the first Assembly in case of refusal. next one.
The President and the Managing Director, jointly, can admit to participate in the Chamber and thus to use the activities and services of the latter, as well as to exercise all the rights of the members, who has requested them. This admission is subject to ratification by the Board to be resolved at the first subsequent meeting.
The membership fee is established by the Board of Directors; it is valid for 12 months, with effect from the date of admission, from which subsequent renewals for periods of equal duration will also start.
The member is required:
- compliance with the Statute and the decisions of the Bodies of the Chamber;
- not to carry out activities contrary to the purposes of the Chamber or in competition with its activity;
- to pay the membership fee regularly.
Ordinary members registered in the Chamber for at least 24 months and in good standing with the payment of the membership fee have the right to participate and vote in the Assembly.
6.2 Supporting members
Supporting members pay a membership fee at least double that of ordinary members. The same admission procedure and the same obligations and rights envisaged for ordinary members apply to them. The Board of Directors can establish particular prerogatives and advantages of the supporting members.
6.3 Participating members
Participating members register with the Chamber, knowing its statute and purpose, to take part in one or more of its activities, such as, by way of example, events, seminars, training courses, business missions, acquiring documentation.
The admission of the participating members and the determination of the period of association and the relative registration fee is the responsibility of the Managing Director or a person in charge of him.
Participating members do not have the right to participate and vote in the Assembly.
6.4 Adhering members
In order to increase the number of associates, in particular from Arab countries, the Board of Directors may establish subsidized membership fees for limited periods in favor of adhering members, who will be able to use the services of the Chamber but will not have the right to participate and vote. in the Assembly. The implementation of this board resolution, ie the admission of adherent shareholders, is the responsibility of the Managing Director.
6.5 Honorary members
The Assembly can appoint honorary members chosen from personalities and institutions who contribute or have significantly contributed to extending the economic, cultural and friendship relations between Italy and the Arab countries or who have validly collaborated for the achievement of the aims of the Chamber. Honorary members participate in the Assembly without voting rights.
ART. 7 (loss of membership)
The status of member of the Chamber is lost due to failure to pay the membership fee within 90 days from the expiry of the membership period.
The status of member of the Chamber is also lost by extinction, by resignation and by exclusion.
The Board of Directors may resolve -‑ with a reasoned provision having immediate effect despite any opposition or appeal -‑ the exclusion of the shareholder, if he does not fulfill the statutory obligations or performs acts or finds himself in situations that may even indirectly be prejudicial to the activity, to the image or good name of the Chamber or are in competition or in conflict with its activity.
The excluded person can make written and motivated opposition to the exclusion measure within thirty days from the date of notification. If the Board of Directors rejects the opposition, the excluded shareholder may have recourse to the first subsequent Shareholders’ Meeting, which decides on his case as a last resort.
ART. 8 (social bodies)
Bodies of the Association are:
- the Shareholders’ Meeting;
- the Board of Directors;
- the Executive Committee;
- the President and the Deputy Vice President;
- the Chief Executive Officer;
- the sole Auditor.
With the exception of the Assembly, all corporate bodies remain in office for four years and are renewable.
ART. 9 (assemblee)
The Assembly is ordinary or extraordinary. It is also held in Italy in a place other than the seat of the Chamber.
The ordinary Assembly is convened at least once a year.
ART. 10 (composition of the assembly)
The Assembly is made up of ordinary members and supporters with voting rights, that is, members of the Chamber for at least 24 months and in good standing with the payment of the membership fee.
ART. 11 (ordinary shareholders’ meeting)
Ordinary shareholders’ meeting:
- approves the annual report presented by the Board of Directors;
- appoints the members of the Board of Directors, determining their attendance fee;
- appoints the single Auditor, establishing his emoluments, as well as his alternate;
- may entrust the voluntary audit of the financial statements to a person registered in the Special Register of Auditing Firms;
- may entrust the voluntary audit of the financial statements to a person registered in the Special Register of Auditing Firms;
ART. 12 (extraordinary assembly)
The Extraordinary Assembly:
- decides on amendments to the Articles of Association;
- pronounces the dissolution of the Chamber;
- resolves on the appointment and powers of the liquidator or liquidators, determining their remuneration.
ART. 13 (convocation of the assembly)
The Shareholders’ Meeting is called by the Board of Directors or – in case of need or urgency – by the Chairman or, in his absence or impediment, by the Deputy Chairman or by the Chief Executive Officer at least twenty days before the date set for the meeting, by written communication, sent to members entitled to vote by mail, fax or e-mail.
The notice of call indicates the date, place, time and agenda of the meeting, also for any second call.
The President is required to convene the Assembly within twenty days of receipt of a written request, containing an indication of the topics to be discussed, formulated by at least one fifth of all ordinary members and supporters having the right to vote.
If the Chairman fails to do so, the Deputy Deputy Chairman or the Chief Executive Officer and, failing that, the Sole Auditor are required to do so.
ART. 14 (representation in the assembly)
Members participate in the Assembly personally or by proxy even to non-members.
Members who are not natural persons are represented in the Assembly by the legal representative or by a person delegated in writing by the member.
Each participant in the Assembly cannot represent more than ten associates.
The verification of attendance and proxies takes place under the responsibility of the Chairman or, in his absence, of the Deputy Chairman or of the Chief Executive Officer.
ART.15 (presidency, secretariat and minutes of the meeting)
The Shareholders’ Meeting is chaired by the Chairman of the Board of Directors or, in his absence, by the Deputy Vice Chairman or by the Chief Executive Officer or, in their absence, by the Board Member or by the shareholder appointed by the Shareholders’ Meeting.
On the proposal of the President of the Assembly, it appoints the Secretary of the meeting.
The President and the Secretary sign the minutes of the meeting, which must indicate the number and name or denomination of the members present personally or by proxy.
The Extraordinary Shareholders’ Meeting takes place in the presence of a notary who draws up the related minutes.
ART. 16 (constitution of the assembly and validity of the resolutions)
The Assembly – ordinary or extraordinary – on first call is duly constituted with the presence of at least half of all ordinary members and supporters having the right to vote and resolves by majority of those present.
On second call, the Ordinary Assembly is duly constituted regardless of the number of members present and resolves by majority of those present, while for the Extraordinary Assembly the presence of at least one third of the members entitled to vote is required, except in the case of dissolution of the Association for which it is necessary that this majority represents at least half of the set of ordinary members and supporters having the right to vote.
About the resolutions of the Shareholders’ Meeting, the limitation period set out in Article 2377 of the Civil Code applies.
ART. 17 (formation and duration of the board of directors)
The Chamber is administered by a Board of Directors, formed upon appointment by members of Italian and/or Arab nationality, in total, determined by the Assembly, not exceeding twenty-four directors. The cases referred to in Art. 2382 of the Civil Code.
The members of the Council are natural persons, including non-members, proposed by the members and elected by the Assembly. They can be re-elected; they automatically fall from office if they do not participate in three consecutive meetings of the Board.
The Directors cannot carry out activities in competition with those of the Chamber, nor participate in bodies, associations, companies, consortia or subjects in any case in competition with the Chamber unless expressly authorized by the Board of Directors, under penalty of forfeiture to be resolved by the Board itself.
ART. 18 (powers of the council)
The Board of Directors is vested with the broadest powers to carry out or authorize all activities, all deeds and all transactions, including movable and real estate transactions, including the constitution, capitalization and dissolution of companies, the acquisition and sale of shareholdings corporate, all operations that fall within or are consistent with the purposes of the Chamber or are instrumental to them and are not expressly reserved to the Assembly by this Statute.
The Board of Directors appoints the Chairman, the Senior Deputy Chairman and the Chief Executive Officer from among its members, determining their functions, delegations, powers and emoluments.
The Board of Directors appoints the members of the Executive Committee in a number not exceeding a quarter of the directors elected by the Shareholders’ Meeting, decides on the possible conferral to the same Committee of part of its powers and establishes the possible assignment and amount of the presence.
The Board can appoint an Honorary President and other Vice-Presidents, can grant specific proxies and tasks to individual Directors, can set up and dissolve Commissions, permanent or temporary, and establish any fees for such tasks and activities.
The Council establishes the amount of the annual membership fees for ordinary members.
The Board is accountable to the Shareholders’ Meeting, in the terms and cases established by the Italian Civil Code.
The Council annually presents to the Assembly a Report on the use of resources and on the activity carried out in the previous calendar year.
ART. 19 (constitution and convening of the council)
The Board of Directors is convened by the Chairman or, in the event of his absence or impediment, by the Senior Deputy Chairman or by the Chief Executive Officer, at least twice a year, even in a place other than the seat of the Chamber, by means of a written communication sent to the directors, for mail or fax or e-mail, at least fifteen days before the date fixed for the meeting. In urgent cases, this notice is reduced to seven days.
The convening notice indicates the date, place, time and agenda of the meeting.
The Chairman or, in the event of his absence or impediment, the Senior Deputy Chairman or the Chief Executive Officer are required to convene and hold the Board of Directors within twenty days of receipt of a written request, containing an indication of the topics to be discussed, formulated with resolution of the Executive Committee or by at least one third of the directors.
ART. 20 (functioning of the council)
The Board of Directors is constituted with the participation of the majority of its members and resolves by majority of those present.
In the event of a tie, the President’s vote prevails.
On proposal of the President, the Council appoints a Secretary of the meeting.
The minutes of the resolutions of the Board meetings are drawn up, signed by the Chairman and the Secretary of the meeting, which, transcribed in the minute book, are sent to the directors.
The Council may also be held by teleconference or videoconference or by using other telematic techniques which guarantee its regularity.
ART. 21 (co-opting)
The Board of Directors may co-opt directors in the event that one of its members ceases to hold office or on the express mandate of the Shareholders’ Meeting.
Co-optations, effective immediately, must be submitted for ratification by the Assembly at the first useful meeting.
Co-opted directors remain in office until the expiry of the Board originally appointed by the Shareholders’ Meeting.
If half or more of the directors leave office, the Chairman, or, in the event of his absence or impediment, the Deputy Chairman or the Chief Executive Officer, are required to convene the Shareholders’ Meeting within 15 days of the event Failing that, the Sole Auditor must do so within a further 15 days.
ART. 22 (executive committee)
The Executive Committee has the following functions and powers:
- examine and approve the periodic economic-financial situations and the management of the Chamber’s movable assets;
- evaluate and develop issues, programmes, projects, movable investments and economic-financial forecasts, formulating proposals to the Board of Directors;
- approving the recruitment and dismissal of personnel;
- adopt urgent resolutions, to be submitted for ratification by the Board of Directors at its first subsequent meeting.
The Executive Committee also has the powers that the Board of Directors decides to attribute to it, temporarily or permanently, without thereby divesting itself of the delegated activities, since the attributions and powers attributed by the Board to the executive body are entrusted cumulatively and not alternatively .
The Executive Committee is coordinated by the Chief Executive Officer, who calls the meeting, setting out the agenda, by sending it to the members, by fax or e-mail, at least seven days before the date fixed for the meeting. In urgent cases, this notice is reduced to three days.
The Executive Committee is established with the participation of the majority of its members and resolves by majority of those present.
The minutes of the resolutions of the meetings are drawn up, signed by the Managing Director and the Secretary of the meeting. Minutes are transcribed in the minute book of the Executive Committee, and are sent in copies to the members and to the Directors.
Participation in the meetings of the Executive Committee can also take place via tele-conference or video-conference or using other telematic techniques that guarantee regularity.
ART. 23 (The President)
The Chairman, or in his absence the Deputy Vice-Chairman, shall, in agreement with the Chief Executive Officer, ensure the management of the Chamber within the scope of the approved activity programs and implement the decisions of the Board of Directors.
The President convenes the Assembly and the Board of Directors and presides over them; in the event of his absence or impediment, the meetings are called by the Deputy Chairman or by the Chief Executive Officer. The President is the representative of the Chamber in relation to third parties.
He has the right to stand in court in defense and to promote judgments, appeals and appeals in civil, criminal and administrative matters before any level of jurisdiction and administrative body, submitting these acts to subsequent ratification by the Board of Directors.
The Chairman, jointly with the Chief Executive Officer, can make deposits, withdrawals and payments, open and close current accounts with banks, the postal administration and other institutions, request both bank and insurance guarantees and carry out any other operation useful for ensuring the correct use of the Chamber’s resources within the scope of the social purpose.
The Chairman and the Chief Executive Officer can each grant a temporary or permanent power of attorney to a Director to act on their behalf on the bank current accounts held in the name of the Chamber.
ART. 24 (the managing director)
The Chief Executive Officer is institutionally responsible for overseeing the implementation of the programs and resolutions of the Board of Directors and the Executive Committee, ensuring the operational and administrative management of the Chamber and directing its offices, personnel and collaborators.
He coordinates the activity of the Executive Committee and has the full power to sign contracts with third parties with individual signature within the framework of the programs and the forecast budget approved by the Board of Directors and the Executive Committee.
The Board of Directors, by way of derogation and in addition to the provisions of art. 23 and in the two preceding paragraphs, may attribute to the Chief Executive Officer, within the scope of the ordinary activity of the Chamber, single signature powers on the current accounts of the Chamber, defining the limits thereof.
ART. 25 (the sole auditor)
The Sole Auditor controls the administration of the Chamber, supervises compliance with the law and the Statute and ascertains the regular keeping of accounts, the correspondence of the budget with the results of the accounting books and records, and the observance of the rules established by article 2426 of the Civil Code for the valuation of the company’s assets; he must also ascertain the cash consistency and the existence of values and corporate property titles every quarter.
The Sole Auditor attends the meetings of the Board of Directors and of the Executive Committee.
The Sole Auditor attends the meetings of the Board of Directors and of the Executive Committee. The checks carried out must be documented in the appropriate minute book.
ART. 26 (assets and resources of the Chamber)
The assets of the Chamber consist of all movable and immovable property that came into its possession.
The funding sources of the Chamber are represented in particular by:
- membership fees and contributions for services, paid by members;
- public and private contributions, reimbursements deriving from agreements with the Public Administrations, subsidies from national and international subjects for the realization of activities and projects;
- donations, inheritances and bequests;
- any other property or financial means legitimately conferred on the Chamber or acquired by it in relation to its activity.
ART. 27 (implementing regulation)
The Board of Directors can issue regulations implementing this Statute.
ART. 28 (Chamber’s dissolution)
The liquidator or liquidators, appointed by the extraordinary meeting which has pronounced the dissolution of the Chamber, submit the final report to the ordinary meeting.
The Assembly decides on the allocation of any residues that must be donated to non-profit associations, foundations, bodies or institutions having similar or coherent purposes with those of the Chamber.
ART 29 (official languages)
This Statute is drawn up in Italian and in Arabic. The text in Italian is authentic to all intents and purposes.
ART. 30 (competent forum)
The resolution of any dispute deriving from the interpretation and/or execution of this Statute or in any case arising between one or more associates and/or members of the corporate bodies and the Chamber is left to the exclusive jurisdiction of the Court of Rome.
ART 31 (transitional rules)
This Statute enters into force immediately following its approval.
At the end of the Shareholders’ Meeting which has appointed a new Board of Directors, it is automatically convened and reunited, provided that the majority of the elected Directors are present, to proceed with the appointment of the corporate offices referred to in Art. 18 above and take the decisions that those present deem necessary for the immediate functioning of the Chamber.
When the majority is required, the Chairman of the Shareholders’ Meeting have to immediately convene the Board of Directors, which must be held within 15 days of the date of the Shareholders’ Meeting which elected him. Failing that, the Sole Auditor is required to do so.
In express derogation from the provisions of Articles 6 (paragraph 6.1 – last paragraph), 10, 13 and 16 of this Statute, all those who have submitted a regular application for membership to the Chamber by 15/11/2014, paying the membership fee.
The denomination referred to in art. 2 is kept in the ITALIAN-ARABIC CHAMBER OF COMMERCE (acronym CCIA) and reused if the ministerial provision is removed, possibly also through a judicial provision. The Board of Directors is delegated to acknowledge the occurrence of the event which conditions the denomination, and to acknowledge the text of the art. 2 which will derive from it (by removing one or the other denomination) with a specific deed.