Articles of association
An association among companies working in the field of coals and other solid fuels and their by-products has been established under the name of General Association of Coal Operators; the Association can use the short name of ASSOCARBONI.
The Association registered office is in Rome. Other branches and offices can be established in other cities upon resolution passed by the Board of Directors.
The Association is non-profit-making and non-political.
The following are the Association's purposes:
- to make agreements with the Associated Companies;
- to promote and develop the activities of import, transport, distribution, trade and use of coals, other solid fuels and their by-products as well as other activities connected to those mentioned above;
- to protect the technical and economic interests common to the Associated Companies by co-ordinating the initiatives and co-operating with the bodies in charge of the national energy and environmental policy;
- to represent and support the interests of the Associated Companies in their relationships with Authorities and Commercial and Industrial Bodies by protecting the Associated Companies in disputes having general nature by pleading cases both through administrative and legal channels, when it may be deemed fit according to the resolutions passed by the Board of Directors;
- to take part in national or foreign associations, partnerships and other Bodies for the protection, the organization and the interest of the Associated companies;
- to undertake and carry on the services and offices which are deemed fit in the interest of the Associated Companies including promotional activities of advice and assistance in favour of the Associated Companies; to draw up studies connected to the solutions of energy and environmental problems both on a national and Community level, to provide the documents which are requested by the national or Community authorities or are useful to inform the Associated Companies regarding that field.
In the framework of the purposes mentioned above, the Association shall promote agreements, as they may be deemed fit each time, with other companies carrying on similar activities.
The Association can be joined by any economic operator producing, importing, trading, using, transporting, managing warehouses and terminals, processing and producing machinery for the process and handling of coals, other solid fuels and their by-products and carrying on any activity connected to this field.
The number of associated companies is unlimited.
Within the framework of the activities mentioned above 7 categories of associated companies working in the field of coals, other solid fuels and their by-products have been established and in particular:
- producers which are represented directly or through their Agents;
- import companies, wholesale companies or foreign companies contractors and traders in general;
- end users companies;
- transport and land and/or sea distribution companies;
- process , quality and quantity control companies, forwarding agents;
- companies which produce or supply machinery for utilization and processing (e.g. shattering, selecting, washing, turning into gas, coke processing, agglomerating, transferring and transport etc.);
- other connected activities.
Applications for admission into the Association shall be addressed to the Board of Directors and passed by the Board itself by majority of the presents.
Joining the Association implies the payment of a quota "una tantum", the amount of which is determined by the Board of Directors within the month of February of its first financial year and it is valid for all the period the Board of Directors will be in charge.
Applications for admission submitted by companies already associated and for any reason fallen from their office shall be submitted to the Meeting and shall be passed by favourable secret vote of at least 2/3 of those present entitled to vote. The Associated Companies are bound for the remaining part of the accounting year in course when they resigned unless they have resigned within the date of call of the Meeting in charge of the approval of the year's end balance sheet.
The Associated Companies formally bind themselves to accomplish the Association's resolutions and not to carry out any activity that might diminish the Association standing or impede or obstruct the execution of the resolutions taken by the Association Bodies. Any breach of the duties mentioned in the first paragraph will imply the submission of the associated company - under the board of directors' care - to the board of arbiters which will be entitled, after hearing the party concerned, to send the reproach and the warning and, in case of relapse or major gravity, also to inflict the suspension or expulsion of the Associated Company.
Notice of the resolution passed by the Board of Arbiters shall be given to the Associated Companies by registered letter with acknowledgment of receipt.
An appeal against the resolutions passed by the Board of Arbiters can be filed within 30 days from the notice.
The Meeting shall decide definitively by secret vote of at least 2/3 of those present entitled to vote.
The resigning or expelled Associated Company loses any right towards the Association, including the admission quota mentioned in the second paragraph of art. 5 but it shall be bound to accomplish with the resolutions passed before its resignation or expulsion.
The Associated Companies, within the limits of each category mentioned in the previous art.4, are divided into Ordinary, Fautori, Promoting, Ordinary and Supporter Producer, and Supporting Members.
The Companies with annual turnover consolidated in Italy up to ITL. 100 billions, are considered Ordinary Members.
The Companies with annual turnover consolidated in Italy comprehended between ITL. 100 and 500 billions, are considered Promoting Members.
The Companies with annual turnover consolidated in Italy comprehended between ITL. 500 and 1000 billions, are considered Fautori Members.
The Companies with annual turnover consolidated in Italy higher than ITL. 1000 billions, are considered Supporting Members.
In order to meet the services offered by the Association and any other current expense for its ordinary management the Associated Companies bind themselves to pay an annual contribution according to the following modalities:
- Ordinary Members - annual contribution from ITL. 1.000.000 to 3.000.000 equal to Euro 516,456 and 1549,37.
- Promoting Members - annual contribution from ITL. 3.000.000 to 5.000.000 equal to Euro 1549,37 and 2582,28
- Fautori Members - annual contribution from ITL. 5.000.000 to 15.000.000 equal to Euro 2582,28 and 7746,85
- Supporting Members - annual contribution from ITL 25.000.000 to 50.000.000 equal to Euro 12911,4 and 25822,8
- Ordinary Producer member - annual contribution from USD 1000 to 5000
- Supporter Producer member - annual contribution from USD 5000 to 10.0000.
The amount of the annual contribution within the 5 members categories will be establish by the board of Directors during the budget forecast.
The Board of Directors can decide the drawing up of plans and project to be entrusted also to a third party about topics of interest for the Association, asking the Supporting Members to share the expenses according to conditions decide by the Board of Directors itself. In such case the plan or the project will belong only to the Supporting Members who financed it together with the Association itself.
Ordinary, Fautori, Promoting, Supporting and Ordinary and Supporter Producer Members interested to the plans or projects realized according to the previous comma, will be entitled to buy them making formal request to the Board of Directors that in case of acceptance will establish the price and the other details of sale.
The funds exceeding the needs of management shall be carried forward.
The Association is administered by a Board of Directors elected by the Meeting and is composed of 6 to 18 Directors according to the provisions of the Meeting.
At least one representative appointed by each of the categories of Associated Companies as referred to by the preceding art. 4 is entitled to be part of the Board of Directors.
The Meeting is entitled to elect as Directors also persons which do not belong to the associated companies, but hold offices of particular interest for the Association.
At the Meeting votes are due as follows:
- each Ordinary Member is entitled to 1 vote;
- each Promoting Member is entitled to 3 votes;
- each Futore Member is entitled to 5 votes;
- each Ordinary Producer Member is entitled to 1 vote;
- each Supporter Producer Member is entitled to 5 votes;
- each Supporting Member is entitled to 15 votes;
The appointment of Directors shall be assigned according to the following terms and conditions:
- each associated category shall submit a list composed of at least 3 candidates;
- the candidate of each list obtaining the greatest number of votes shall be elected automatically;
- the other Directors shall be elected among the remaining candidates of any list according to the votes respectively obtained.
The Directors can be re-eligible.
The Board of Directors shall hold its office for three operating years and shall elect within its members a Chairman, up to three Deputy-Chairmen and the Treasurer.
The Chairman is entitled with power-of-attorney of the Association in every respect; he/she takes care about the execution of the Board of Directors and assembly's resolution; he/she takes care about the carrying out of the policy and strategies of the Association and he/she is responsible of its operating.
The Deputy Chairman substitute the chairman in case of his/her absence or impediment.
The Board of Directors can give them, upon Chairman's proposal, specific tasks about matters or topics interesting the Association.
The Treasurer is responsible for the administration, the book-keeping and fiscal accomplishments, he/she draws up balance-sheets, cooperates with the chartered accountants.
All Association offices are not paid offices.
The Meeting is entitled, however, to pay an annual emolument to the Chairman, to the Treasures and to those Members entrusted with offices of particular relevance.
The Members of the Board of Directors shall be reimbursed for the traveling expenses incurred in the performance of duties on behalf of the Board of Directors itself.
The elected Director who does not attend the Meetings of the Board of Directors for more than three consecutive times without any justified reason - pointed out by the Chairman - falls from his/her office automatically.
In case of resignation, loss, death or permanent impediment of an elected Director, the Board of Directors shall replace him/her by co-option until the first Meeting: the co-option shall be in compliance with the provisions set by art. 8, clause 2.
The Board of Directors shall meet, also out of the registered office, at least once every six month period and any time it is requested by the Chairman or by at least five Directors.
The notice convening the Meeting shall be given to the Directors by registered letter at least ten days before the date of call and shall indicate the agenda of the Meeting itself.
However, in an emergency, the Board of Directors can be convened also by telegraph within the deadline which is deemed fit by the Chairman.
The presence of the majority of Directors is necessary in order to pass resolutions effectively.
Proxies shall not be admitted, but each Director can appoint a substitute who, in case of his/her absence, will attend the meetings and have the right to speak, but not to vote.
In case of absence of the Chairman, the chair of the Meeting shall be taken by the senior Deputy-Chairman or, if the three Deputy Chairmen are absent too, by the senior Director in office; age prevails in case of equal seniority.
Resolutions shall be passed by majority vote of present members. At parity of votes the Chairman?s vote, or the vote of who has the chair of the meeting, shall prevail.
The Board of Directors, within the limits of the Articles of Association, is entitled with full powers to manage the Association and to carry out any activity which is deemed necessary or is requested to achieve the Association purposes.
Only for administrative purposes, the board of Directors can grant the Association's signature, jointly, two by two, to the Deputy Chairmen and to the Treasure between their, or with the Chairman.
The Board of Directors shall also establish within itself a Chairmanship Committee defining its composition, tasks and operating directions and electing its members.
The Board of Directors shall convene annually, within the month of April, the Ordinary Meeting of Associated Companies, in order to submit the report as referred to by the preceding article and to pass the budget and balance sheet as well as to elect, when necessary, the members who are to hold offices: in case of particular needs the Meeting can be convened within the month of June.
A Meeting, either Ordinary or Extraordinary, shall be convened any time it is deemed fit by the Board of Directors or when a written and justified request is submitted by at least one fifth of the Associated Companies or by the Chairman.
Notices of the calls shall be given to each Associated Company with at least fifteen days notice by registered letter indicating the agenda, the place, the date and time of the first and second call.
The Meeting can be held also out of the registered office. In an emergency the Board of Directors can take the measures which cannot be put off, subject to the contemporary call of the Meeting within the shortest time allowed by the Articles of Association and the indication of the specific agenda for the confirmation thereof.
The Meeting appoints every time its Chairman, three scrutineers and one secretary, who may be chosen also out of the Meeting; in case of Extraordinary Meeting the office of secretary shall be taken by a notary, if the Articles of Association have to be amended or the Association has to be wound-up.
The resolutions of the Meeting in first call shall be passed by majority vote and in the presence of at least as many Associated Companies as 2/3 of the overall votes. In second call resolutions shall be effective apart from the number of attending members.
In case of revision or amendment of the Articles of Association it is requested also in second call the presence and the majority set for the Meeting in first call.
Each Associated Company is entitled to be represented at the Meeting by written proxy at the foot of the notice convening the Meeting. Nobody can represent more than two Associated Companies. At a parity of votes the resolution obtaining the favourable vote of the Chairman of the Meeting shall prevail unless it concerns the revision or amendment of the Articles of Association. The Associated Companies placed in default regarding the payments due to the Association shall not be entitled to attend the meeting. It is concern of the Chairman of the meeting to control the Associated Companies right to attend.
The Meeting shall pass resolutions about the annual report of the Board of Directors, the budget and the balance sheet and the amendments of the Articles of Association; it shall elect the Chartered Accountants, being three of them permanent and two of them temporary, it shall elect, by unanimous vote, the Board of Arbiters composed of three arbiters also not belonging to the Associated Companies and in general it shall pass resolutions about all the subjects referred to it by the agenda.
The election of the Board of Arbiters shall occur with the majority provided by art. 14-first paragraph.
The resolutions of the Meeting passed according to the terms, conditions and majorities specified are binding for all the Associated Companies.
Minutes of the Meetings shall be signed by the Chairman and the Secretary.
The Association assets are composed of all the movable and immovable assets which shall be allotted annually by the Meeting. In case of winding-up the assets shall be given by the Meeting to charitable organizations.
The Association winding-up can be passed by the Meeting convened for such purpose in the presence of at least as many members as four fifths of the votes and the approval of at least four fifths of the votes of those present.
The Association operating year shall end on December 31 every year.
Passed in Genoa by the Members' Extraordinary Meeting on January 23, 1997.