Article 1 - Constitution The ASSOSICUREZZA Association is hereby constituted.
Article 2 - ASSOSICUREZZA has its head office and legal domicile in Milano, Via Adolfo Wildt 14; it may choose to become domiciled at the offices of other industrial organizations, and may set up representative offices in other Italian cities and in other countries of the European Union.
Article 3 - Term ASSOSICUREZZA is constituted for an unlimited term.
Article 4 - ObjectivesASSOSICUREZZA is a non-profit organization without political ends and carries out its activities with the sole purpose of promoting and developing companies, products and services in the Italian Security sector. The stated objectives may be met by the following activities:
1.Organizing trade shows in Italy and abroad.
2. Encouraging high standards in the products and services of Member companies.
3. Promoting training and professional updating of managers and technicians.
4. Using advanced methods to explore the global demand for security systems and services so that member companies may respond competitively to user requirements in terms of design, technology and assistance.
5. Using the most effective methods available to spread a culture of Security amongst the various types of user.
6. Stimulating the exchange of experience among Member companies and between them and the user community, by way of specific meetings, seminars, conferences and conventions.
7. Providing Member companies with assistance in the technical, managerial, industrial relations and legal arenas.
8. Collaborating with private and public entities and associations in the interests of the sector.
9. Promoting professional ethics and good commercial practices amongst Member companies.
10. Defending the interests and good name of the sector at every opportunity.
11. Undertaking initiatives to increase Member companies’ international business.
12. Undertaking publishing activities, such as: producing brochures, books and periodicals (but not daily newspapers) on the subject of security issues.
13. The association, in order to follow its institutional purposes can undertake and/or sell shareholdings in other associations or companies.
Article 5 – Requirements for admissionMembership of ASSOSICUREZZA is open to companies of any legal form, having offices in Italy, whose activities cover the design, construction and distribution of security equipment and systems, as well as all related activities, except for companies carrying out installations.
Article 6 – Responsibility of the MembersMembers are required to uphold the provisions of the Statutes and to keep to any decisions legitimately adopted by the Association.
Article 7 – Admission procedure Application for membership may be submitted at the legal headquarters of ASSOSICUREZZA.
The application must be signed by a legal representative of the Company and must include the full company name, the address of its company office and the identity of its legal representatives.
The Management Committee decides upon the admission of new Members.
Article 8 – Officers of the Association The responsible Officers and bodies of ASSOSICUREZZA are as follows:
a) The General Council of Members
b) The Management Committee
c) The President
d) The Company Secretary
e) The Arbitration Committee
f) The Audit Committee
Article 9 – General Council The General Council of Members is validly constituted and adopts its decisions according to the terms and methods set out in the Regulations.
Any Member may vote on behalf of another, if in possession of a written proxy.
The General Council is called by the President at least once per year, by way of a registered letter posted at least 30 (thirty) days prior to the Meeting and accompanied by the Agenda.
The General Council
- elects the President and the Vice Presidents
- reviews the President’s annual report of the Association’s activities
- elects, every two years, the members of the Management Committee and nominates the Auditors
- approves the accounts.
An Extraordinary General Meeting must also be called upon request of 1/3 of the members of the Management Committee or at least ¼ of the paid-up Members.
Article 10 – The Management Committee The Management Committee is elected by the General Council and is composed of between 5 and 15 members. Its term of office is three years and its members may always be reelected.
Within the limits of guidelines established by the General Council, it:
a) Prepares budgets and final accounts for the Association;
b) Sets direction for, and promotes, the Association’s activities;
c) Engages professional assistance from persons having specific competence, when this should be deemed useful in pursuit of the Association’s aims;
d) Draws up and, when necessary, modifies the rules of the Association. Any changes take effect 30 days after they have been communicated to the Membership;
e) Sets the amount and apportionment of the annual membership fees;
f) Nominates the Secretary;
g) Decides on the admission of new members and, if and when necessary, nominates the members of the Review Committee.
Article 11 - The President The General Council elects the President of ASSOSICUREZZA, who then becomes the legal representative of the Association in dealing with third parties and with legal matters.
The President remains in office for the term of the Management Committee and may be reelected. He is assisted by two Vice Presidents, elected by the General Council; they stand in for him in the case of his absence and/or incapacity.
He convenes and presides over the Management Committee meetings.
He may open bank accounts and effect any necessary operations thereon; and may delegate such authority to the Secretary and the Vice Presidents.
Article 12 – The Secretary The Management Committee may nominate a Secretary to assist the President in the day-to-day administration of the Association.
Article 13 – The Arbitration CommitteeThe Arbitration Committee is composed of three members, elected by the General Meeting, who choose a President from their number.
The term of office is three years and members may be reelected.
This committee reaches equitable decisions about any controversies arising among the Members or between Members and the Association.
It is the disciplinary body in any case where the Statutes have been contravened or behaviour takes place which is incompatible with the Association’s stated aims. In such cases, after having investigated the facts and personally heard the testimony of the accused, it may, if justified, adopt the following disciplinary measures:
a) An official reprimand, consisting of a registered letter formally calling upon the member to abide by the Association’s rules;
b) Temporary exclusion from the Association’s activities for a maximum term of six months, with the continuing obligation to pay membership dues, any supplementary contributions and whatever else may be specified in the Statutes;
c) Expulsion: for serious cases of behaviour inimical to the interests of the Association and its statutory objectives.
An appeal against such disciplinary measures and the committee’s resolutions may be made to a special arbitration commission as set out in Article 22.
Article 14 – The Audit CommitteeThis is composed of three Members nominated by the General Council; they choose a President from their number. Membership of this committee is incompatible with any other official role in the Association; the term is for three years and members may be reelected.
This committee exercises control over the administrative and financial management of the Association.
It may review accounting transactions at any time.
It reports to the President and to the Vice Presidents by way of reports which must be attached to the annual accounts and may be presented at any time it is deemed necessary for the correct management of the Association.
Article 15 – The Review CommitteeUpon the Management Committee’s request, this committee expresses an opinion as to the suitability of companies which apply for membership of the Association.
The Review Committee will be made up, from time to time as requested by the Management Committee, of at least two delegates.
Article 16 – Administrative Secretary The Management Committee nominates the Administrative Secretary, preferably choosing a Member.
The Secretary may be delegated by the President to open bank accounts and to effect transactions thereon. The Secretary prepares budgets and final accounts to submit for review by the Audit Committee and for approval by the Management Committee and by the General Council.
The Secretary ensures that the accounting, administrative and financial management of the Association is carried on in a timely fashion.
The term is for three years and the Secretary may be reelected.
This position is incompatible with participation in other official roles within the Association.
Article 17 – Duties Unremunerated The activities of the President and the other Officers of the head office and regional offices are unpaid, except for the reimbursement of expenses incurred in carrying out specific tasks mandated from time to time by the central offices.
Article 18 – Loss of Membership Membership is lost:
a) By resignation, after notice is given by registered letter; this does not excuse the Member from fulfilling his obligations up to the date of the resignation: the resignation takes effect from the beginning of the year following the communication, so long as this has been received three months before the end of the year;
b) By expulsion, following disciplinary measures which have been adopted in accordance with the statutory provisions;
c) By business closure or loss of one of the requirements specified in Article 5. In such cases, the membership fee for the whole of the current year must be paid.
Article 19 - Assets The Association’s assets are composed of Members’ contributions, according to the annual dues set by the Management Committee, any sums brought forward from previous years, legacies, donations, extraordinary contributions etc.
Article 20 – Changes to the StatutesThese Statutes may be changed by resolution of a General Council Meeting convened according to Article 9, acting validly with the quorum and the voting majorities established by Article 21 of the Civil Code.
Article 21 - DissolutionThe disbanding of the Association must be resolved by a General Meeting with the vote of at least three quarters of the Membership.
At such time, the Meeting will appoint one or more liquidators.
During the life of the Association, it is forbidden to distribute even indirectly any profits, sums carried forward, funds, reserves or capital (except where the law should dictate such distribution), but in the case of dissolution, in whatever manner this may have come about, the assets of the Association are to be allocated to another Association with similar aims or for the public good, after consultation with the controlling body specified in Article 3 Paragraph 190 Law no. 662 of 23 December 1996.
Article 22 – Arbitration ClauseAny controversy between Members and the Association which is not resolved by the Arbitration Committee, will be referred for extraordinary mediation by a college of three arbitrators, one of whom will be chosen by each of the parties and the third by common accord between the first two. If no agreement can be reached on this, the third arbitrator will be nominated by the President of the Tribunale di Milano.
Article 23 – Fiscal years The fiscal year ends on 31 December each year.
Article 24 – Civil CodeFor anything not specified in these Statutes, we defer to the clauses of the Civil Code dealing with private Associations (Article 36 and following).