PARTNERS
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DEED OF ASSOCIATION AND BYLAWS |
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Deed of Association and Bylaws - Associative Body / Name, Registered Office and Purpose
Article 1
An association is hereby constituted under the name of: Associazione Visit U.S.A. Italia
Article 2
The association has its registered office in Milan, at Via Principe Amedeo, no. 2, at the Consulate of the United States of America, and may open secondary offices, branches and representative offices.
Article 3
The association has for its purpose:
a) the promotion and development of tourism from Italy to the United States of America;
b) the improvement of knowledge, and the promotion of the image of the United States of America as a tourist destination, towards final consumers;
c) the promotion of training programs on transport to and staying in the United States of America, targeted at tourism industry operators;
d) providing members and all tourism industry operators in Italy, an opportunity to exchange ideas and analyze problems inherent to tourism and transport towards the United States of America.
The association is a non-profit entity.
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Article 4
Apart from the signatories of the deed of association, membership of the association is open to any and all individuals and legal entities, associations or bodies, whether Italian or foreign, that expressly share the goals and objectives of the association, and that apply for membership in writing, make payment of membership dues and meet all the requirements specified in the Internal Rules. The Managing Committee shall approve or reject membership applications.
Article 5
The submission of an application for membership of the association entails acceptance of the Bylaws and Internal Rules and must be accompanied by payment of membership dues.
Article 6
Membership of the association entails payment of an annual membership fee.
Article 7
Members are admitted to the association for an indefinite term.
Membership ceases in the case of the death, resignation or disqualification of a member. Members may withdraw from the association at any time. The statement of withdrawal must be notified in writing to the Managing Committee and shall have immediate effect.
Disqualification is declared by the Managing Committee in a reasoned resolution, against members that:
a) fail to take part in the life of the association or, otherwise engage in conduct that runs counter to the purposes and goals of the association;
b) fail to make payment of their membership dues, in whole or in part;
c) fail to discharge their duties as members or honor their commitments towards the association;
d) are subjected to one of the proceedings contemplated in Royal Decree no. 267 of 16 March 1942. Members that lose their membership in the association, also lose any and all rights to the association's assets.
Article 8
The organs of the association are:
a) The General Meeting of Members;
b) The Managing Committee;
c) The Chairperson;
d) The Board of Auditors.
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General Meeting of Members |
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Article 9
The General Meeting of Members shall meet at least twice a year in ordinary session. The General Meeting of Members shall be convened by the Chairperson and may be convened in extraordinary session by the Managing Committee, or at the request of a number of members representing at least one third of the total number of voting rights.
The General Meeting of Members shall be held at the registered office or at any other venue specified in the notice of calling to be sent to all members, in writing, by registered letter, or by facsimile transmission or e-mail, at least eight days prior to the scheduled date of meeting.
All members who are up-to-date with the payment of their membership due shall be entitled to attend the General Meeting of Members. Each member shall be entitled to one vote.
Each member may be represented by another member. However, no member may represent more than two other members.
The General Meeting of Members is vested with exclusive powers to pass resolutions on:
a) the approval of the budget and year-to-date financial reports;
b) the appointment of the Managing Committee;
c) the approval of the Bylaws and Internal Rules and any and all amendments thereto;
d) any and all other matters that the Managing Committee may refer to it.
The resolutions approved by the General Meeting of Members shall be transcribed in specific minutes.
In order to be validly constituted and duly empowered to pass resolutions at first calling, the General Meeting of Members must be attended, in person or by proxy, by at least fifty percent plus one of the total number of Members, and resolutions shall be deemed validly passed if approved by a majority of the attendees. The General Meeting of Members at second calling shall be empowered to pass resolutions regardless of the number of attendees, with the majorities mentioned above.
Resolutions on amendments to the bylaws require the attendance and the favorable vote of at least two thirds of the members.
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MANAGING COMMITTEE - Chairperson |
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Article 10
The Chairperson and the members of the Managing Committee, who need not necessarily be members, shall be elected by secret ballot. The Chairperson and the Managing Committee are appointed for a term of two years and shall be eligible for re-election only once.
The candidate who, during the first round of voting, obtains at least fifty percent plus one of the votes cast shall be deemed elected Chairperson. Should none of the candidates obtain the said "quorum", a second round of voting shall be immediately held, between the two candidates who obtained the highest number of votes during the first round.
Article 11
The Chairperson:
a) chairs the General Meeting of Members and Managing Committee meetings;
b) implements related resolutions;
c) represents the association before third parties and the courts;
d) appoints a Deputy Chairperson and a Treasurer from amongst Managing Committee members.
Article 12
The Managing Committee, made up of no less than five and no more than seven members, including the Chairperson who is a member thereof by right, shall be elected by the same General Meeting of Members that elected the Chairperson.
Members obtaining the highest number of votes shall be elected to the Managing Committee.
Article 13
The Managing Committee shall meet at the Chairperson's request, even at a venue other than the registered office and including by video conference call, whenever the Chairperson deems fit, or at the written request of at least two Managing Committee members. Managing Committee meetings shall be convened by the Chairperson by notice of calling to be sent to each Managing Committee member individually, by registered letter, facsimile transmission or e-mail, at least three full days prior to the scheduled date of the meeting.
Managing Committee meetings may be held by video conference call, provided that all participants may be clearly identified and are able to actively participate in the proceedings in real time. In any event, meetings shall be deemed held at the venue where the Chairperson and the Secretary in charge of drawing up the minutes, are physically present. Managing Committee resolutions shall be deemed validly passed, if approved by a relative majority of the attendees at a Managing Committee meeting attended by a majority of the Managing Committee members in office.
Article 14
The Managing Committee:
a) passes resolutions on the admission, expulsion and disqualification of members;
b) implements General Meeting resolutions.
The Managing Committee is invested with full powers of routine and extraordinary administration, to the sole exclusion of those powers that, pursuant to law or the Bylaws, are reserved to the exclusive competence of the General Meeting of Members.
The Managing Committee is in charge of the activities of the association and decides on the use to which operating profits and surpluses are to be put, in light of the association's institutional goals and objectives. However, the Managing Committee may in no event proceed with the distribution of operating profits and surpluses to members, whether directly or indirectly, or the assignment thereof to funds, reserves or capital accounts during the life of the association.
The Managing Committee may entrust tasks to members or third parties, specifying their duties and related refund of expenses and/or remuneration.
Article 15
Pursuant to a General Meeting resolution, the association may be subjected to audit by a board of auditors made up of three members appointed for a two-year term and eligible for reappointment.
Article 16
The association's assets shall be made up of: the annual membership fees and other voluntary contributions made by members;
contributions by other individuals and legal entities;
donations, gifts, subsidies, bequests;
revenues from services rendered by the association.
The association's financial year shall commence on 1 January and end on 31 December of each calendar year. The Managing Committee shall submit to the General Meeting of Members for approval, no later than 30 April of each year, the year-to-date financial reports for the previous financial year and the budget for the year underway, accompanied by the Managing Committee's report. The financial report and budget may not, in any event, reflect an operating deficit.
Article 17
The association shall be dissolved in accordance with the procedures set forth in section 27 of the Italian Civil Code:
when the association's assets are insufficient for the pursuit of its purpose and goals;
for the other reasons and causes contemplated in section 27 of the Italian Civil Code.
In the case of the dissolution, the General Meeting of Members shall pass resolutions on the transfer of the remaining assets to another association with similar goals or, in any event, involved in the pursuit of the public welfare, after having heard the control organ mentioned in article 3, paragraph 190 of Law no. 662 of 23 December 1996, without prejudice to any other use to be made thereof pursuant to applicable statutory provisions.
Article 18
In respect of any and all matters not directly addressed in these bylaws, reference must be made to the relevant sections of the Italian Civil Code and other applicable statutory provisions.
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