Statute
TITLE 1st – ESTABLISHMENT – SEAT – DURATION – GOALS
ARTICLE 1
An Association named "FEDERAZIONE APICOLTORI DEL MEDITERRANEO" (Mediterranean Beekeepers Association), acronym "APIMED", has been established, in compliance with the civil code. Hereinafter it will be referred to as "Association".
The Association has its seat in Foligno (Perugia), hamlet of Sant'Eraclio, Via dell'Industria, no street number yet.
A change of address in the same Municipality where the Association has its seat will not change the deed of incorporation and the present Statute.
The Association Council can found and eliminate seats and secondary operations centres, both in Italy and abroad, and can decide to move the seats of the Association within the Municipality of Foligno.
It acts in the Countries of the Mediterranean area, in the beekeeping industry. Also producers of neighbouring areas, Regions and Countries can be admitted in the Association.
ARTICLE 2
2.1
The duration of the Association is settled until the 31st December 2070 and can be extended or liquidated beforehand, with a deliberation of the partners meeting.
2.2
The Association can join an organisation which presents similar characteristics of acting methods, goals and internationalism.
ARTICLE 3
3.1
The Association is not a profit-making business, and its aim is to contribute to realise a unitary discipline of production, manipulation, transformation and marketing in the beekeeping industry, to satisfy the necessity of raising the technical, economic and social progress of the associated beekeepers, to strengthen their contractual capacity in the market itself.
The Association promotes the economic cooperation between European, African and middle-eastern countries in the Mediterranean area; it also promotes the beekeeping of this geo-climatic area, working to guarantee supports and services to the initiatives of economic, social and cultural cooperation of public and private entities which work in beekeeping industry, respecting the provisions of the national legislations and those of the European Union, as well as the goals of general interest and promotional politics decided by the meeting.
The Association, more specifically:
Promotes and protects the Mediterranean beekeeping's technical-economic interests, in general, and the beekeepers in particular;
Fosters the improvement and the development of beekeeping and the promotion of its products, by taking part also to the agricultural planning of the various local, regional, interregional, national and international organisations for such industry;
Strives to defend the beekeepers' rightful interests on an economic and commercial field, in particular promoting every activity, study, propaganda fit for helping distinguish the territorial products of Mediterranean beekeeping;
Increases, improves, coordinates and plans the apiarian activities also by organising specific pilot projects, including the management of businesses of an experimental nature;
Protects the typicalness and quality of its partners' production on national and foreign markets;
Sponsors and supports every initiative which aims to guarantee the development of beekeeping and bring out the national and local products, in particular those of single territories, to protect bee breeds, to safeguard the environments used as a bees' nectar resource, intended as a fundamental element of the qualitative and quantitative improvement of apiarian productions, defence of the biodiversity, environmental protection and human development;
Promotes and manages congresses, conventions and education and up-to-date courses of technicians and workers of the bee industry;
Encourages the constitution, within the association, of organisations to find, supply, manage and distribute apiarian material to its partners;
Contributes to the initiatives, researches and legislative proposals about beekeeping technical-economic problems and about everything necessary and useful for prevention and fight against diseases, the adversities of bees caused by natural events or human activities, harmful for bees' colonies and the bee's life;
Pushes for the distribution of contributions for beekeepers, associations and cooperatives of beekeepers, in accordance and within the limits of the regions' and countries' laws, and by European Union's regulations which control beekeeping and agricultural activities;
Sponsors and favours cooperative initiatives both for production and services and transformation-marketing of the products;
Realises promotional initiatives of particular international importance, creating a permanent Forum of personalities involved in the industry, to permit them the most various forms of collaboration, promoting at the same time the general goals of the Association.
3.2
To realise the goals aforesaid, the Association:
Allows all the beekeepers to freely join the association, as long as they are organised or partners or experts in the industry;
Gives technical, administrative and commercial assistance to the partners;
Develops every activity of information, like technical, marketing ones, etc., towards the partners, necessary to the achievement of the association's goals;
Organises and finances study trips;
Keeps on behalf of the partners the necessary relations and contacts with all the public and private organisations which are interested, as much as it can need in technical, administrative, economic and commercial headquarters;
On behalf of the partners, participates and pushes for making deals, contracts and agreements for the transfer of the products to national and international commercial operators, centres of retail and wholesale distribution, processing industries;
Directly undertakes, in the phase of assignment or transfer of the partners' product, every initiative to control and verify the respect of the taken deals mentioned at the previous point;
Coordinates collection, preservation and processing of the product on behalf of its partners, directly or through its seats or detached branches;
Makes deals, contracts, agreements, included investments, property and financial transactions, necessary to achieve the goals expected by the present statute;
Can engage every financial transaction, loan and ask for guarantees, get shares to achieve the statute object, obtain loans and have access to the benefits expected by regional, national, international and European Union's provisions;
Can do marketing researches and studies in every country, both among those which join the Mediterranean agreement and the ones which do not, and cognitive, systematic and occasional surveys relating to production, marketing and consumption of apiarian products;
Can develop any other activities coherent with its statute goals, even if they are not considered in the previous paragraphs.
The Association, in an instrumental way to the achievement of its purposes, can engage every commercial, property and financial transaction (within the limits of the non-commercial organisations).
TITLE 2nd REQUIREMENTS – PARTICIPATIONS – DUTIES – EXCLUSIONS – SANCTIONS – RECEDING
ARTICLE 4
4.1
The number of partners is unlimited. Every organisation, association and apiarian cooperative, as well as the public Authorities, of the territories mentioned in article 1 which present the following requirements can join the Association:
To have juridical constitution, and the partners have to be beekeepers or apiarian businesses, or, however, share the association's purposes;
Not to have been protagonists, in the last three years, of serious insolvencies or infractions;
The legal representatives of organisations, associations and cooperatives have to meet certain requirements of honour, among which: not to have been declared bankrupt, not to have been convicted, by a judgment which has the force of res judicata, of offences concerning its professional conduct, embezzlement, extortion, corruption and incitement to corruption, illicit collection of disbursements to the detriment of the State, recycling of proceeds of criminal activities, not to have taken part in criminal organisations, serious infringements of professional rules;
Not to join other associations on the same level in the same industry and geographic scope;
To carry out business and industrial activities contrasting the association's goals and interests.
Exceptionally, the single natural persons who meet the following requirements can join the Association:
Technical-professional experience in the apiarian industry, at least a twenty-year one, worked up also on an international level;
To meet certain requirements of honour, among which: not to have been declared bankrupt, not to have been convicted, by a judgment which has the force of res judicata, of offences concerning its professional conduct, embezzlement, extortion, corruption and incitement to corruption, illicit collection of disbursements to the detriment of the State, recycling of proceeds of criminal activities, not to have taken part in criminal organisations, serious infringements of professional rules.
The participation to the Association cannot be temporary.
The status of partner cannot be transmitted.
ARTICLE 5
5.1
The request of participation has to be presented in writing to the Association Council.
5.2
The request can be lodged:
In case of Organisations (Associations, cooperatives, etc.) by their President or a delegate, and must be accompanied with the social statute and a legally valid document of the deliberation of the competent Organisation's organ, with which the request of participation has been decided;
In case of natural persons it must be accompanied with a curriculum vitae which shows a technical-professional experience in the apiarian industry, at least a twenty-year one, worked up also on an international level.
5.3
Furthermore, to the request must be attached:
5.3.1
The commitment to deposit, before 30 (thirty) days from the acceptance of the request, the minimum social share annually decided by the Meeting.
5.3.2
The participation requests must contain an explicit commitment to respect the social statute and the internal regulations legally taken by the Association.
5.4
The Association Council has the authority to ask the aspiring partner further information and to show the documentation which proves the legitimacy of the request, as well as the possession of the qualifications and that it meets the requirements declared.
ARTICLE 6
6.1
The requests of registration, after the control made by the Association Council, are noted on a specific register of the partners kept by the Association at its legal seat.
6.2
The communication of the registration must be communicated to every partner before 10 (ten) days.
6.3
Every partner can present a motivated opposition to the acceptance of the requests before the peremptory term of 40 (forty) days from the date noted on the register.
6.4
The opposition is proposed to the Association Council through a letter, e-mail or fax signed by the opponent. In case of electronic communications, the electronic signature is valid.
6.5
The Association Council decides before 60 (sixty) days about the request of admission and about the oppositions by giving a motivated communication to the interested party; if there is not any communications before 30 (thirty) days from the deliberation, the request of admission, or the opposition, is accepted.
6.6
Against the decision of the Governing Council, the appeal can be done to the Board of Sages, and it is admitted before 30 (thirty) days from the reception of the aforesaid communication.
Notwithstanding what said above, exceptionally and only for the requests of registration presented before 2 (two) days from the date of the establishment of the Association itself, the following procedure is in use:
The requests of registration are presented to the Association Council, which meets and deliberates about their acceptance;
The Association Council, therefore, registers its new participants on a specific register;
In occasion of the first Meeting, the Association Council presents the list of the new partners for the ratification. In case the request is not ratified, the rights linked to the acquisition of the status of partner, and in particular the right to vote in the meetings, are excepted during the period from the admission made by the Association Council and the non-ratification.
ARTICLE 7
7.1
Every partner has the same rights and duties. In particular, they have the right:
To take part to the Meetings (if they are paid-in with the joining fee) and vote directly or by delegation for the approval and the modifications of the Statute and the internal Regulations, and for the nomination of the Association's social organisations;
To know the programmes with which the organisation is meant to bring about the statute goals;
To take part to the activities promoted by the Association;
To use all the services of the Association;
To have access to the Association's documents, deliberations, balance sheets, budgets, statements and registers.
Furthermore, the partners must:
Follow the rules of the present Statute and the internal Regulations, as well as the deliberations taken by social organisations;
Give to the Association the annual membership dues and the possible refund of the costs of the optional services requested;
Develop the activities previously decided;
Maintain a behaviour, towards the other participants and out of the association, encouraged by a spirit of solidarity and carried out with correctness, good faith, honesty, probity and integrity;
Not join other associations on the same level which work in the same industry and in the same geographic scope (this duty is not applicable for natural persons);
Put on the market the beehive products, both in natural state and processed, according to rules decided by the association through regulations and deliberations;
Respect the regulations and deliberations, the production programmes binding for the single associated producers or through their cooperatives and relating consortiums;
Supply to the Association all the data concerning productions, products and producers, for statistical purposes and market surveys.
The share or the contribution can be neither transmitted nor revaluated.
ARTICLE 8
8.1
The exclusion of the Association can occur for serious non-fulfilment to the duties which come from this statute, internal regulations and laws.
8.2
The partner that does not fulfil the committed duties towards the association, or damages morally or materially the association, can be subjected to the sanctions described in the internal regulations:
Fines;
Suspension for a fixed term from the benefits coming from being a member of the association, but respecting the committed duties;
Expulsion.
8.3.
The internal regulations define the specific sanctions.
8.4.
The exclusions and the sanctions are deliberated by the Association Council.
8.5
The appeal to the Board of Sages is admitted before 30 (thirty) days.
ARTICLE 9
9.1
The partner's receding is allowed.
9.2.
The partners excluded or receded can neither ask the refund of the deposited contributions, nor have any rights on the Association's estate.
TITLE 3rd – SOCIAL BODIES
ARTICLE 10
10.1
The Association's organs are:
The general Meeting of partners and delegates;
The Association Council;
The President;
The Board of Statutory Auditors;
The Board of Sages.
ARTICLE 11
11.1
The general Meetings of the partners or delegates can be regular and special, these last ones can concern a change of the statute and the liquidation of the Association.
11.2
The Meetings, both regular and special, are called by the President, with deliberation of the Association Council, through a communication to the partners that must be sent at least 30 (thirty) days before the fixed date. In case of impossibility of all the councillors, or of their inactivity, the meeting can be called by the Board of Statutory Auditors, if nominated, or also by a certain number of members which represents at least 5% (five per cent) of the total number of partners.
The meeting can be called also in a different place than the social seat.
ARTICLE 12
The regular meeting is called at least once a year, to approve of the balance sheet and the possible renovation of the positions, before 120 (one hundred twenty) days from the closing of the fiscal year, or before 180 (one hundred eighty) days, in case of particular needs concerning the structure and the object of the Association. The Association Council has to refer about the motivation of the deferment to the Meeting.
ARTICLE 13
The general Meetings have to schedule the first and the second summoning; this last one has to be called at an interval of at least 7 (seven) days from the first one.
ARTICLE 14
14.1
Every partner that has been registered on the members book for at least 90 (ninety) days, and that is paid-in with the joining fee, take part to the Meeting; every partner has right to one vote. The delegation is permitted to a member of the territorial organisation through a written deed of delegation.
Notwithstanding what said above, exceptionally for the first meeting called by the Association after the establishment, every partner registered to the members book have right to vote, independently of the deposition of the joining fee and from the fact that at least 90 (ninety) days are passed from the registration.
The Meeting is, however, valid, even if not regularly called, if every partner takes part to it and they do not oppose to the dealing with the topics on the agenda.
14.2
The regular Meeting is valid in first summoning when the majority of the partners and delegates are present, in second summoning is valid whatever the number of partners present or represented is.
14.3
The deliberations are taken by the absolute majority of the partners or delegates present.
14.4
The special Meeting is valid in first summoning when at least 3/5 (three fifths) of the partners is present or represented, in second summoning when at least 1/5 (one fifth) of partners is present or represented.
14.5
In first summoning, the deliberations are regularly taken only if they are approved with at least 51% (fifty-one per cent) of total votes of the partners, in second summoning if they are approved with the vote in favour of the absolute majority of present and represented partners.
14.6
To deliberate the liquidation of the Association and the transfer of the estate is needed, in first summoning, the vote in favour of at least 3/4 (three quarters) of votes of the partners, while in second summoning is needed the vote in favour of at least 3/4 (three quarters) of the present and represented partners.
14.7
The Meeting decides the voting system each time.
14.8
The Meetings can take place also by audio/video conference, but they have to keep to the following conditions:
The President of the Council have to check the identity of the participants, regulate the course of the meeting, verify and declare the results of the vote;
The person who minutes the meeting have to adequately understand the events he/she have to write to minute:
The participants have to participate to the debate and to the simultaneous vote about the topics on the agenda, as well as examine, receive or transmit documents;
The President and the Secretary of the meeting, if nominated, have to be present in the same place and form and sign the minutes.
The meeting has to be considered held in the place where the President and the person who minutes the meeting are present.
ARTICLE 15
The Meetings are chaired by the President and the Deputy President of the Association Council; if they are absent or impeded, the President is chosen by the Meeting.
ARTICLE 16
16.1
Competences of the general Meeting of partners and delegates are:
To discuss, approve or change budgets, statements and the annual report, planned by the Association Council;
To elect the members of the Association Council (and inside it, to nominate the President and the Deputy President/s), of the Board of Statutory Auditors and of the Board of Sages;
To deliberate about the possible participation to other Organisations and Associations;
To deliberate about the institution of the various services and their concerning regulations;
To deal with every topic on the agenda.
ARTICLE 17
17.1
The Association Council is made up of a number from 3 (three) to 7 (seven) members elected by the Meeting of the partners or delegates in accordance with what is expected by article 16 of the present statute.
17.2
They last in charge from one to three years and can be elected again.
17.3
Technicians and experts, even if they are not members, can be invited to the Association Council, but with no right to vote.
17.4
The Association Council is called by the President or, in case of non-fulfilment, by a Deputy President, every time he/she thinks it is useful. The meetings, anyway, are valid, even if they are not regularly called, if all the members participate and do not oppose to the dealing with the topic on the agenda.
17.5
Meetings are valid when the majority of the administrators in charge participate.
17.6
Deliberations are taken by an absolute majority of the votes.
17.7
The Meetings can take place also by audio/video conference, but they have to keep to the following conditions:
The President of the Council have to check the identity of the participants, regulate the course of the meeting, verify and declare the results of the vote;
The person who minutes the meeting have to adequately understand the events he/she have to write to minute:
The participants have to participate to the debate and to the simultaneous vote about the topics on the agenda, as well as examine, receive or transmit documents;
The President and the Secretary of the meeting, if nominated, have to be present in the same place and form and sign the minutes.
The meeting has to be considered held in the place where the President and the person who minutes the meeting are present.
ARTICLE 18
18.1
If during the year one or more members of the Governing Council are missing, it replaces them through a deliberation approved by the Board of Statutory Auditors, if it has been nominated.
18.2
The members that are nominated remain in charge until the first following Meeting for the renovation of the position.
If the whole Association Council is missing, the Meeting will have to meet as soon as possible to nominate a new Council. The previous Councillors end their charges from the moment in which the Administrative Body is reconstructed.
ARTICLE 19
19.1
The Association Council is invested with the widest regular and special administration powers to manage the Association.
19.2
It can make, therefore, any management activities which are included in the social object.
ARTICLE 20
20.1
The President represents the Association in every seat and has its legal signature. He/she can collect and issue receipts even towards public administrations; he/she is party to legal proceedings and nominates procurators, signs contracts, deals, agreements, compromises and credit transactions.
20.2
In case of absence or hindrance, he/she is replaced by (one of) the Deputy President/s.
20.3
Upon authorisation of the Association Council he/she can delegate his/her powers wholly or partially to the Deputy President/s or to a member of the Association Council.
ARTICLE 21
21.1
The Association can establish, on deliberation of the general Meeting, its own territorial or national committees.
21.2
The territorial committees are chaired by a delegate of the territorial or national association, with the task of coordinating the relationships with the Association Council. The committee has no deliberation tasks; it coordinates the activity of the association in the interested territory and proposes to the Association Council initiatives and programmes.
ARTICLE 22
22.1
The Board of Statutory Auditors is nominated only on specific deliberation of the meeting. It is made up by three effective members, one of whom have powers of President, and by two substitutes chosen also among partners and non-partners of the Association.
22.2
The members last in charge about three years and can be elected again. The Meeting defines their remuneration at the moment of the nomination and for the whole period of their office.
ARTICLE 23
The Board of Sages is made up by 3 (three) members chosen among the non-partners. Its members' position lasts about three years and they can always be elected again. The Board nominates the President among its members.
ARTICLE 24
24.1
The Sages have to solve all the controversies arisen between the partners and the Association, as far as it deals with topics which concern the social relationships or businesses between them and which can become object of compromise.
24.2
The Sages decide as friendly arbitrators composers exempted from any formalities.
ARTICLE 25
The membership dues are decided by the Meeting in a measure to permit the achievement of the institutional goals of the association.
For the optional services, in case they are instituted in favour of the partners, the membership dues are decided by the meeting in a measure corresponding to costs and therefore with no-profit purposes.
TITLE 4th – BALANCE SHEET – ESTATE – ASSIGNMENT OF THE ESTATE
ARTICLE 26
The financial year closes on the 31st (thirty-first) December of each year.
ARTICLE 27
27.1
The balance sheet includes the statement of the financial year and the financial situation of the Association.
27.2
It has to be prepared by the Association Council and submitted to the approval of the Meeting before 120 (one hundred twenty) days from the closing of the fiscal year, or before 180 (one hundred eighty) days, in case of particular needs concerning the structure and the object of the Association. The Association Council has to refer about the motivation of the deferment to the Meeting.
ARTICLE 28
28.1
The Association finances its statute activities with the following revenues:
Partners' joining contributions;
Membership dues;
Public financial contests and contributions;
Other proceeds for activities or services developed also on conventions or for an entrusting of tasks by public and private Organisations;
Contributions and donations by private individuals, also natural persons, voluntary associations, non-profit organisations of social utility, whoever wants to contribute to support the Association.
The Association can, finally, receive profitable or idle financing by its partners, which will be then given back following the procedures deliberated each time by the Association Council. If nothing is deliberated the financings are meant to be idle. Such financings are not to be considered as a saving collection from the general public, as they are made in pursuance of the Legislative Decree n. 385/93.
ARTICLE 29
29.1
The Association's estate is made by:
Goods and values coming from acquisitions, legacies, donations or else;
The sums which, when the annual statement is done, the meeting destines to special allocations and to increase the estate.
29.2
The inventory of the Association's estate must be drawn up and kept following the rules established by laws.
ARTICLE 30
30.1
The distribution, even in an indirect way, of profits or surpluses of management, as well as funds, provisions or the capital, during the life of the Association, is forbidden, except that the destination or the distribution are imposed by law.
30.2
At the moment of the liquidation of the Association, the Meeting will nominate a liquidator who, if the credits are corrects and the possible debts satisfied, will assign the left organisation's estate to an association with similar purposes or for public interest aims, according to the control body whereof at article 3, paragraph 190 of the law of 23 December 1996, n. 662 and except a different destination imposed by law.
TITLE 5th – FINAL PROVISIONS
ARTICLE 31
For everything not expected by the present statute, the references are the Community regulations, the national and regional laws and other laws in force on the subject on the national territory where the Association has been established.