Statute

1.1) Italo Orientale Chamber of Commerce is constituted as an association.

1.2) The registered office is in Bari in corso Cavour 2 at the CCIAA. The headquarters can be transferred by resolution of the Board of Directors.

1.3) The Chamber may open representative and correspondence offices in Italy and in the eastern countries of Puglia upon resolution of the Board of Directors.

1.4) The Chamber of Commerce is already recognized by the Ministry of Economic Development through registration in the Register of Italian-foreign or foreign chambers of commerce in Italy provided for by art. 22 of Law 29.12.1993 n. 580 and governed by the decree of the Ministry of Foreign Trade of 15.02. 2000, 96 and subsequent amendments

2.1) The Chamber has the purpose of promoting and fostering the development of commercial, cultural, tourist and social exchanges between Italy and the Eastern countries of Puglia.

2.2) The Chamber aims to this end:

• a) to draw the attention of Governments and Bodies, in the sphere of action of the Chamber, to the provisions of an economic, cultural and social nature that can benefit the development of reciprocal relations;
• b) to make known and appreciated in the countries mentioned above, the “made in Italy” with particular attention to the reference territory;
• c) promote the dissemination of information, including economic information, useful for promoting collaboration between companies and developing business opportunities;
• d) contribute to the organization and participation in events that can favor exchanges between Italy and the above countries;
• e) to promote and organize meetings and studies in relation to all issues concerning cultural, tourist and social relations in the above countries;
• f) grant patronage to all those initiatives that can become a promotional tool for the Chamber.

2.3) It remains established that the Chamber, not for profit, cannot carry out commercial acts on its own account.

3.1) In order to carry out the above actions, the Chamber can be organized in: a) Development Section, b) Propaganda Section, c) Information Section.

3.2) Sections “a” and “b” aim to facilitate the study and knowledge of the countries indicated in Article 2 of the Statute and to promote any action that is useful for spreading knowledge of Italian production.

3.3) The Chamber may also use correspondents in cities in Italy or in the countries indicated in Article 2 of the Statute, entrusting them with specific tasks and geographical areas. This type of collaboration will be regulated by a special agreement, which will specify the modalities, approved by the Board of Directors.

3.4) Section “c” will have the task of establishing relations with similar Bodies and Institutes in the countries that affect the Chamber’s action, and with all the Bodies it deems appropriate to contact, in order to obtain and offer useful information to members.

4.4) Aggregate members are the individual natural persons who, believing in the activity and the purposes set by the Chamber of Commerce, decide to make their own contribution to it. They submit only the application form, they undertake to pay the required fees and are exempt from what is indicated in point 4.6. Exceptionally, on the proposal of the President, they can be exempted from paying the membership fee or pay a reduced fee, as established by the Board of Directors. They will not receive all chamber services.

4.5) The application for admission as a member must be addressed to the Board of Directors at the registered office.

4.6) The application must be accompanied by: – ​​a copy of a certificate of registration with the Chamber of Commerce, Industry, Agriculture and Crafts for Italian companies or equivalent certificate for companies and companies in foreign countries; – copy of the deed of incorporation and of the Articles of Association for Bodies, associations, foundations and institutes and relative resolution of adhesion of the competent body; – resolution of adhesion for public bodies; – copy of the VAT identification code for companies and businesses or equivalent attestation that confirms the exercise of business, in all other cases.

4.7) The Board of Directors decides on whether or not to accept the Chamber and notifies the interested party in writing. The decision of the Board of Directors is final and unappealable. The mere presentation of the application does not give rise to any rights towards the Chamber.

4.8) The membership fee must be paid at the time of submitting the registration application and will be returned if the Council decides not to admit it.

5.1) Members in good standing with the payment of membership fees may exercise the rights provided for in this statute by taking advantage of all the services of the body and of those deriving from its membership in the Chamber.

5.2) The shareholder undertakes to accept and comply with this statute and with the regulations and resolutions, of an economic and internal organizational nature. The application for admission binds the member for not less than one year. It will be considered tacitly renewed from year to year, except for resignations to be sent by registered letter with return receipt at least three months before the deadline starting from the date of the application. The three-month term is reduced to fifteen days for public bodies.

6.1) The quality of shareholder is lost: a. by resignation, with the exception of the founding members; b. for arrears, by resolution of the Board of Directors; c. due to bankruptcy or loss of legal and / or moral capacity.

6.2) The loss of quality as a member is deliberated by the Board of Directors and notified to the member who will not be entitled to reimbursement of the paid membership fees.

8.1) The Bodies of the Chamber are: a. The Shareholders’ Meeting; b. The Board of Directors; c. The Presidential Committee d. President; is. The Board of Auditors; f. The Treasurer; g. The Advisory Committee; h. The Arbitration Board.

8.2) Fundamental requirement to cover the institutional offices of the Body is to be a member of the Chamber, except for the members of the Board of Auditors and the Arbitration Board, and the absence, for all Italian or foreign elected representatives, of punishable offenses with imprisonment.

8.3) For administrators of foreign citizenship, the approval of the diplomatic representation of the country of origin will also be required.

8.4) An attendance fee may be awarded to the Chairman, the Deputy Chairman and the Directors for the activities carried out. Compensation may be awarded to the Board of Auditors and the Arbitration Board. The aforementioned attendance fees and fees will be quantified by the Shareholders’ Meeting. Any reimbursement of expenses will be authorized by the President.

8.5) All offices, except for the Arbitration Board, have a duration of five years. It will be possible to be re-elected.

9.1) The ordinary General Assembly of the members is convened by the President, upon a compliant resolution of the Board of Directors in office, at least once a year and in any case within the first semester.

9.2) The meeting invitation must be sent by registered letter or certified mail or by fax or other technological tool that can guarantee delivery to the recipient of the call, at least 15 days before the date set for the meeting and must include the indication the time, place, day, as well as the items on the agenda.

9.3) The Assembly is chaired by the President of the Chamber, in case of his absence by the Vice President. In case of impediment of both by a person delegated by the President from among the Directors.

9.4) Each shareholder has the right to one vote and cannot be the bearer of more than five proxies. Members who are not up to date with the membership fee do not have the right to vote.

9.5) The Assembly will be valid, on first call, when at least half of the members are present or represented.

9.6) The Assembly will be valid on second call, one hour after opening from the first call, whatever the number of attendees.

9.7) It discusses and deliberates on the following topics:

• the reports of the President;
• Approval of the final and budget financial statement;
• Election of corporate bodies;
• Determine any extraordinary contributions;
• what else on the agenda.

Changes or variations to the Statute are approved in accordance with the provisions of art. 18 and the possible dissolution of the chamber in accordance with the provisions of Article 19.

9.8) The elections of the President, Vice President, Board of Directors, Treasurer and Auditors are held by secret ballot. For other resolutions, voting will take place by show of hands or by roll call, at the discretion of the Assembly.

9.9) For the elections of the aforementioned corporate bodies, the Assembly appoints from among the members present, two scrutineers with control functions and counting of votes.

9.10) Any resolution that reaches half the votes plus one will be valid. In the event of a tie, the resolutions will be considered rejected.

9.11) Members can ask the Board of Directors to be summoned to the Extraordinary Assembly, according to the above procedures, upon request signed by at least one fifth of the members in good standing with the payment of membership fees. The Assembly will proceed to appoint the President and Secretary for the session.

10.1) The Board of Directors is composed of a minimum number of seven and a maximum of eleven members elected by the Assembly from among the members, plus the President, the Vice President and the Treasurer. Two or more people belonging to the same company or organization cannot be part of the Board.

10.2) Duties of the Board of Directors are:

• appoint commissions to implement the provisions of art. 2 of the Statute;
• discuss and deliberate on everything concerning the interests of the Chamber;
• examine and decide on all the issues presented by the President and on the proposals of the shareholders;
• approve the annual report to be presented to the Assembly and the financial statements prepared by the Treasurer;
• decide on annual membership fees;
• appointing Technical Commissions of no more than three members, also chosen outside the Council, with the task of examining individual issues. They express reasoned consultative opinions on the issues submitted to them by the Bodies of the Chamber and may be appointed by the Council or the Presidency to draw up reports on the subject. In this case, the rapporteur may, if necessary, attend the Board meetings. The eventual remuneration of the members of the Technical Commissions will be decided by the Board of Directors;
• to appoint, on the proposal of the President, the Secretary General.

10.3) The Board is convened by the President, or whoever takes his place, usually every four months, extraordinarily whenever he deems it appropriate or when requested in writing by six Directors.

10.4) The invitations for the meetings must be sent at least six days before the meeting, and in case of urgency they can be issued by hand, by postal express, by telegraph or other technological tool that can guarantee delivery to the recipient of the call or by telephone 24 hours. before the meeting or by fax or certified e-mail.

10.5) The agenda with the topics to be discussed must be set out in the invitation to convene.

10.6) The sessions are valid with the participation of half of the Directors in office plus one, and with any number after one hour from the meeting. The resolutions must collect the majority of the votes of those present. In the event of a tie, that of the President prevails. A secret ballot will take place every time a request is made by the majority of the directors present.

10.7) The minutes of the meetings will be reported in the appropriate book of minutes, signed by the President or whoever takes his place and by the Secretary of the session, and submitted for approval at the next session.

10.8) The Director absent unjustified for three consecutive sessions loses his office. He is replaced by the first of the non-elected and his appointment is ratified by the first Assembly of Members.

1. The forfeiture of the office of Director occurs exclusively in the following cases:
2. for the loss of one of the requirements or the occurrence of one of the impediments provided for by law;
3. when the director does not participate without justified reason in three consecutive sessions;
4. for resignation.

He is replaced by the first of the non-elected and his appointment is ratified by the first Assembly of Members. In the event that there are no other names among the non-elected, we will proceed on the recommendation of the President and by co-opting the Board of Directors. The Directors who take over during the course of their mandate expire with the expiry of the five-year term of the Board.

14.1) The Treasurer takes care of the accounting of the Chamber, arranges the compilation of the Financial Statements within the terms of presentation to the Assembly.

14.2) Each year he arranges for the compilation of the final and budgetary financial statement for the following year and submits it to the Board of Directors who will evaluate the obligations to be undertaken.

14.3) he Keeps all the expense invoices that must be signed by the President; issues receipts for membership fees, collects and deposits the sums at a bank, pays the mandates.

15.1) A General Secretary may be appointed by the Board of Directors, upon proposal by the President. He supervises and coordinates the work of all the offices of the Chamber and is responsible for the good performance of the services. He follows the Technical Commissions with the role of Secretary.

15.2) he has the obligation to collaborate with the Presidency in the preparation of any other initiative for the performance of the Chamber’s activity.

15.3) The Secretary General cannot be a partner and cannot engage in commercial business.

15.4) he is paid by the Chamber for the managerial functions of the Offices on the basis of the resolutions of the Board of Directors.

15.5) In the event of vacancy of the office of the Secretary General, the relative functions are assumed by the President.

16.1) The Auditors are appointed by the annual ordinary Assembly, even among non-members, three in number, one of which is President, plus two alternates. It is essential that at least one of them is registered in the Register of Auditors.

16.2) The Auditors meet once or more times a year with the task of examining the accounts for the current year and present their report to the President of the Chamber, which will be kept in a special minutes book. The year-end report must be read by the President of the Board of Statutory Auditors at the ordinary Shareholders’ Meeting.

17.1) If a dispute arises between one or more Members and a Body of the Chamber, or between the Members in relation to matters connected with activities carried out by the Chamber, the competent decision will be an Arbitration Board, composed of three members, who will be appointed one to part, and the third, in function of President, by the two Arbitrators so appointed.

17.2) In case of disagreement on the appointment of the President, a Justice of the Peace based in Bari will provide for it.

17.3) They are subject to the judgment of the Arbitration Board, which has the power to cancel them, at the request of the interested party, all the measures adopted by the Board of Directors or the Assembly resolutions, deemed illegitimate.

17.4) The deadline for initiating the arbitration procedure is thirty days, starting respectively from the date of receipt of the communication of the resolution or provision to be challenged, or from the date on which the communication was made orally, if the interested party participated in the meeting or at the Shareholders’ Meeting, or, finally, from the date on which the event that is intended to be submitted to the judgment of the Arbitration Board occurred.

17.5) The Arbitration Board must pronounce the award according to Italian law, and within the term of 60 days. from the settlement.

17.2) In case of disagreement on the appointment of the President, a Justice of the Peace based in Bari will provide for it.

17.3) They are subject to the judgment of the Arbitration Board, which has the power to cancel them, at the request of the interested party, all the measures adopted by the Board of Directors or the Assembly resolutions, deemed illegitimate.

17.4) The deadline for initiating the arbitration procedure is thirty days, starting respectively from the date of receipt of the communication of the resolution or provision to be challenged, or from the date on which the communication was made orally, if the interested party participated in the meeting or at the Shareholders’ Meeting, or, finally, from the date on which the event that is intended to be submitted to the judgment of the Arbitration Board occurred.

17.5) The Arbitration Board must pronounce the award according to Italian law, and within the term of 60 days. from the settlement.

This Statute may be modified only by an Extraordinary Shareholders’ Meeting resolution in the presence of a notary, with the following procedure:

• a) the changes must be proposed by the Board of Directors, also taking into account the suggestions presented by the members;
• b) the notice convening the Assembly must include the proposed changes and be issued with the precedence of at least one month before the date of the Assembly;
• c) for the resolutions on the matter, in the first call it is necessary the intervention and the personal vote or by proxy of at least two thirds of the regularly registered shareholders, and in the second call of not less than one third of the shareholders in good standing share.

The Chamber can be dissolved on the proposal of at least four fifths of the members and on the vote of at least three quarters of those present at the Assembly or legally represented by proxy. In the event of dissolution, if after paying the liabilities a surplus remains, it will be donated to another association with similar purposes or for the purposes of public utility or charity.

The Chamber may adopt an internal regulation whose rules comply with this Statute. The institution and any changes are approved by the Board of Directors.