Articles of Association
for the "Associazione Tessile e Salute".
1) - An Association is established pursuant to Art. 14 and subsequent of the Italian Civil Code under the name of "Associazione Tessile e Salute".
SEAT
2) - The seat of the association shall be Biella, Corso Pella n. 2.
PURPOSE
3) - The only purpose of the association, as a nonprofit organization, shall be the protection of health, environment and the scientific research in the field of materials, products and generic textiles articles. More specifically the objectives are:
- to develop knowledge about qualitative features of textile products, particularly in relation to the user health and comfort and the environment protection;
- to disseminate the results of research and innovation on materials, fabrics and treatments aimed at improving the "comfort" of textile products;
- to underline the most updated knowledge on risk factor and on pathologies, especially in dermatological field, with reference to the possible contribution of textile products.
In order to attain these goals, the Association will perform the following activities:
A) to promote periodical meetings between producers, researchers, (public and/or private) health workers and consumer associations, in order to identify the possibilities for textiles to improve comfort, to prevent or to treat pathologies, as well as to be used in medical-health field;
B) to develop studies and researches, carried out both directly and by means of meetings at Universities, research bodies or other bodies, and following advertisement of the results;
C) to promote all projects which contribute to certify the improvement of performances of textile products, among which the creation of a quality label;
D) to promote any other form of collaboration aimed at pursuing the mentioned goals;
E) to coordinate other national and international Associations, which work according to the same methods and targets.
F) to awaken public opinion, by means of congresses, cultural and communication activities and information dissemination with on-line and off-line means, on topics concerning the goals;
G) to publish (both on-line and off-line) articles on topics concerning the goals;
H) to allocate or promote contributions for those who carries out research or any other kind of activity useful to attain the goals of the Association;
I) to organize and create training activities in the own sector.
In order to attain these goals the association shall perform its own activity at national and international level, without territorial restrictions and shall not perform activities which are not directly linked or accessory to those mentioned in these articles.
DURATION
4) - The Association is entered into for an indefinite period.
FUNDS
5) - The funds of the Association consist of:
- the payment of membership fees;
- eventual reserve funds made up of budget surplus;
- possible allocations, offerings, donations and/or legacies;
- profit from activities accessory and linked to those described in these articles;
- any other income which increases the social assets.
The association funds with possible profits or budget surpluses shall only be used for the purposes of the Associations.
It can not be shared or taken away in any, for purposes other than those of the Association both during the existence of the Association, and at the moment of its dissolution.
FISCAL YEAR
6) - The fiscal year coincides with the calendar year.
Within four months from the end of the year the Board of Directors will prepare the annual report with the enclosed accounts.
MEMBERSHIP FEE
7) - All members contribute with an annual subscription fee, which shall become due and payable at the moment of subscription or, in case of renewal within the time prescribed by the Board of Directors every year.
The total due shall be determined from time to time by the Board of Directors also in reason of the different typology of the members.
The so-called honorary members, that is those people who belong pro-tempore to the Scientific Committee, don't have to pay any subscription fee. For any other different aspect these members' rights will be exactly the same as ordinary members'.
CESSATION OF MEMBERSHIP
8) - The membership is lost:
a) upon resignation by giving notice in writing to the President;
b) upon expulsion in case of:
- conduct incompatible with the objectives of the Association, serious faultiness or penal sanctions;
- non-payment of dues within the date prescribed in the notification written by the Secretary.
The expulsion will be decided by the Board of Directors.
The retirement or expulsion do not give any right to the refund of dues or sums of any kind paid, and the subject shall continue to be liable for all other moneys due by him to the Association.
MEMBERSHIP
9) - The membership of the Association shall consist of:
- The General Assembly;
- The Board of Directors;
- The Scientific Committee;
- The Auditors.
GENERAL AND EXTRAORDINARY MEETINGS
10) - Meetings can be General or Extraordinary:
- the General Meeting approves the annual accounts, elects the Board of Directors and the auditors;
- it supplies, when asked for, consultancy and deliberates on what the Board of Directors ask it to examine.
It is called by the President in relation to the Association needs, and in any case at least once a year within the month of April to approve the annual accounts and every three years to renew the Auditors;
- the Extraordinary Meeting discusses changes of the articles and memorandum of the Association, the liquidation of the Association and the eventual adoption of inside rules.
The Extraordinary Meeting shall be called any time it is considered necessary by the Board of Directors. Both meetings may be called upon request motivated by at least one third of active members.
General and Extraordinary Meetings will be called at the social seat or in another location to be established, both in Italy and abroad, by notice sent to the members by means of a letter, telegram, telefax, e-mail etc., at least 5 days in advance of the meeting. The notice shall be displayed inside the premises of the seat as well.
The General Meeting deliberates in first call by valid vote of as many members as to represent the absolute majority of the members and in second call by valid vote of the majority of the members present.
The Extraordinary Meeting deliberates in first call by valid vote of at least 2/3 (two/third) of the members of the Association and in second call by valid vote of as many members as at least 2/3 (two third) of the members present.
Meetings will be presided by the President of the Board of Directors or, if he is not or can not be present, by the Vice-President or the oldest member (considering the member seniority).
Every member can be represented at the meetings by another member by means of written delegation. No one member shall be entitled to hold proxies for more than five other members at every meeting.
Meetings can be held by means of teleconferencing, in compliance with the rules of the meeting on the condition that:
1) - The President of the meeting can control the identity and legitimization of attendees with all necessary means, can lead the meeting, control and proclaim the results;
2) - the President and all other subjects attending the meeting, Board of Directors and eventually appointed auditors included, are enabled to hear correctly the meeting events;
3) - all attendees are enabled to follow and take part in the discussion in real time, eventually viewing, sending or receiving documents and having their own interventions minuted.
4) - failing one or more of the above mentioned assumptions the President can declare that the meeting is not regularly established;
5) - the notice of convocation, with the exception of a General meeting, indicates the audio-video locations where members can take part in the meeting.
In case the above mentioned requirements are met, the meeting shall be considered held in the place where the President is and where the minute are produced, in order to enable the regular drawing-up and subscription of board minutes.
BOARD OF DIRECTORS
11) - The Board of Directors shall comprise 3 (three) to 15 (fifteen) Directors appointed by the General Assembly, exclusively among active members, that is to say among members (or proxy) of the associated bodies, without any limit as for the presence in the Board of one or more members of every associated body.
If a Director ceases to be a member or a representative of the Association or if the body where he works ceases to be a member of the Association the office of a Director become vacant.
Each Director shall hold office for three years, that is to say the shortest period established by the association at the moment of the election and can be reelected.
In the event that in his term of office one or more Directors withdraw for any reason, the remaining ones will substitute them with a deliberation.
These new Directors will be in charge until the next General Meeting.
The Board of Directors have all powers as far as the General and Extraordinary Meeting are concerned without any exclusion or exception.
The Board of Directors decides the admission/exclusion of members and prescribes membership fees.
The Board of Directors shall be regularly elected by simple majority of the Directors present and deliberates on matters of its competency, by absolute majority of the presents.
The Board of Directors appoints its own President, Vice-President, a Secretary and a Treasurer.
The meetings of the Board of Directors can take place via teleconferencing or videoconferencing, on the condition that all attendees can be identified and are enabled to follow the discussion and to intervene in real time on matters dealt with.
In the event that these requirements are met, the Board of Directors shall be considered held where the President is and where the Secretary of the meeting must be as well, in order to enable the drawing-up and subscription of the relative minute on the corporate book.
POWER OF ATTORNEY
12) - The power of attorney of the Association before thirds and every jurisdiction is severally duty of the President and the Vice-President of the Board of Directors.
The Treasurer shall be responsible for the financial affairs of the Association, and perform such duties as may be delegated from time to time by the Board of Directors.
The Secretary shall provide that the accounts are kept in an orderly manner.
SCIENTIFIC COMMITTEE
13) - The Scientific Committee shall comprise 2 (two) to 5 (five) members appointed by the General Assembly among subjects who, due to qualification or professional experiences, are suitable to supply advice, consultancy or suggestions on technical and scientific matters in the activity sectors of the Association.
The members of the committee hold office for 3 (three)years and can be reelected.
Its function shall be to supply scientific and feasibility validation and to express technical and health priorities. Such assessments will be then reported to the Board of Directors.
All opinions, assessments or whatever consideration of the Scientific Committee, either spontaneously supplied or as a consequence of requirements from the Board of Directors, will be relevant only internally and must be assessed according to the authority of the components. They will not have any binding effectiveness towards the Board of Directors.
AUDITORS
14) - The Board of Auditors shall comprise three members appointed by the Board of Directors among the chartered Auditors. The members of the Board hold office for three years and can be reelected.
The Auditors control the financial management of the Association, supervise the observance of the law and the articles and controls the regular book- and balance-keeping with the relative annual report.
DISSOLUTION OF THE ASSOCIATION
15) - In the event of the Association being dissolved the Extraordinary Meeting will appoint one or more official liquidators, and will establish their powers. The assets of the association, after satisfaction of all his debts and liabilities, shall solely fall to public purposes, compatible with the objects of the Association, that is to say to another nonprofit body, according to the decisions of the General Assembly at the moment of dissolution.
FINAL PROVISIONS
16) - As for what is not included in the present articles refer to the Italian Civil Code as well as the regulations of the Law Decree n. 460/97.
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