Statute

Following the initiative of Confindustria Umbria a partnership between undertakings is incorporated under the acronym “Umbria Aerospace Cluster”.

Umbria Aerospace Cluster, hereinafter referred to as “the Association”, is based in Perugia, Umbria, in via Palermo, 80/a at Confindustria’s head office.

It may nevertheless establish offices elsewhere if the opportunity arises.

The Association is non profit, of unlimited duration, and aims to represent, promote and develop within and outside the Umbria Region, the peculiarities of Umbrian firms operating in the aeronautics, space and defence sectors. In pursuing this goal, the Association carries out activities aimed at:

• encouraging Member companies to put in place operational integration mechanisms in different corporate functions, as well as facilitating aggregations of purpose;
• fostering connections among enterprises of Umbria and those of other regions of Italy and foreign countries, as regards individual primary producers, as well as territorial aggregations, such as centres, districts and clusters;
• fostering access to production programmes sponsored by companies that are part of the Association or by external primary principals;
• fostering and organizing the participation of its member enterprises in Community, national or regional programmes, in the field of research and innovation within the areas of expertise of the Association;
• promoting refresher courses for the top managers, supervisors and staff of the member companies;
• participating in or promoting events, meetings, seminars and conventions of general interest;
• organising visits and study trips;
• undertaking any other initiative suitable for achieving the corporate goals.

For the purpose of performing the corporate activities, the Association may use financial resources deriving from contributions by ordinary and contributing members and by anyone who intends to support the activities of the Association.

Any company that regularly carries out research, design and production activities of components and systems for the aeronautics, space and defence sectors may become a member of the Association.

Membership entails the payment of a one-off fee, to be paid at registration, and of a yearly fee. Such sums are established by the Ordinary Members’ Meeting, acting upon a proposal of the Governing Council.

The membership and the membership fees may not be transferred by inter vivo transactions.

The membership request must be formalized to the Association by means of a specific application on which the Governing Council will resolve. The opinion expressed by the Governing Council is final.

Any Entity or Institution that intend to promote the activities of the Association with a financial contribution may join as contributing members. Contributing members are not required to pay the one-off fee.

Representatives of the contributing members may be invited to the meetings of the Governing Council, without prejudice to the procedure mentioned in art. 6 paragraph 1.

Membership to the Association ceases, in the case of ordinary members, for:

• supervening failure to satisfy the requirement referred to in the first paragraph of this article;
• withdrawal;
• motivated exclusion.

The member has the right to withdraw at any time and must give written notice to the Governing Council.

Both ordinary and contributing members may be excluded should they carry out out activities contrary to the purposes of the Association, compromise the good name of the same or fail to comply with the Statute or any regulations. The resolution of the Governing Council is notified in writing to the member against whom the measure is adopted.

The Members’ Meeting, the Governing Body, the President, the Vice-Presidents and, if appointed, the Auditor and the Arbitrators.

The Members’ Meeting may be ordinary or extraordinary, and consists of all the members of the Association, both ordinary and contributing.

It is chaired by the President or, in the absence thereof, by the most senior Vice-President. Both the ordinary and extraordinary Members’ Meeting are convened by the President.

The Members’ Meeting is called by written notice sent at least seven days before the established date, which must include the indication of the place, day, and time of the Members’ Meeting and the list of topics on the agenda.

In case of emergency the meeting may be called with at least a three-day notice.

The Arbitrators and the Auditor attend the general meeting without voting rights.

The Members’ Meeting, whether ordinary or extraordinary, shall be validly held, on first call, when the majority of the members entitled to vote are present and, on second call, regardless of the number of members present.

The ordinary or extraordinary Members’ Meeting shall resolve by majority of the votes present, not taking into account abstentions and blanks. The extraordinary Members’ Meeting shall resolve on the statutory changes and the dissolution of the Association.

The resolutions of the Members’ Meeting are recorded by way of minutes signed by the President and the Secretary of the Members’ Meeting. The minutes are transcribed and kept in a dedicated book.

Members must participate in the Members’ Meeting personally in case of a sole proprietorship company or natural person, whereas companies participate with their legal representative. A member can appoint a proxy of the same category or a person from the same company of the delegating member, but each delegate cannot hold more than two proxies.

Each Member in good standing with the statutory obligations is entitled to one vote.

Any member who did not comply with the statutory obligations cannot vote or be delegated.

The Members’ Meeting:

• shall establish the general purpose of the Association;
• shall elect the President, the Vice-Presidents and the members of the Governing Council from among ordinary members and/or persons delegated by them;
• shall decide on and appoint the Auditor (if any) and the Arbitrators;
• shall examine and approve the final balance sheet and the provisional budget by 30th  June;
• shall determine the amount of the one-off fee to be paid at the time of registration and the amount of any annual contributions;
• shall appoint any honorary members;
• shall resolve on amendments to the Statute and on the possible dissolution of the Association, appointing one or more liquidators;
• shall decide on any other matter referred to them by the Governing Council or by the President.
• shall exercise the other tasks required by the Statute.

The Governing Council consists of 5 to 9 members elected by the ordinary Members’ Meeting.

The directors must have the legal representation of the member company, or shall be expressly delegated, provided they are permanently part of the corporate organisation, in top managerial position.

The President and the other members of the Governing Council shall remain in office for three years and may be re-elected.

The Governing Council shall meet at least once every three months and is convened by the President with a notice sent at least five days before the date of the meeting.

Each component of the Governing Council shall have the right to one vote. Decisions shall be taken by the majority of those present with voting rights. In the event of a tie, the President shall have the casting vote.

The Governing Council may invite anyone to participate in its meetings without voting rights.

The Governing Council:

• shall perform all the necessary actions to achieve the goals within the general purpose of the Association’s programme;
• shall examine and deliberate on applications, at its sole discretion;
• shall deliberate on cases of resignation or expulsion of the members of the Association;
• shall deliberate on the financial management documents and prepare the provisional budget and the final balance sheet;
• shall prepare the annual report to be submitted to the Members’ Meeting;
• shall propose to the Members’ Meeting the amount of the one-off fee to be paid at the time of registration and the amount of any annual contributions;
• shall deliberate on the participation of the Association in national and international Organizations having similar or identical purposes;
• shall ensure the economical financial management;
• shall undertake any other action regarding the ordinary and extraordinary management;
• shall entrust researchers, research bodies and university departments with industrial research work;
• shall formulate and propose for approval of the Members’ Meeting any amendment to this statute;
• shall deliberate on regulatory provisions for the application of this statute;
• shall perform the other tasks required by this Statute;
• shall deliberate on the purchase and sale of property as well as on the participation of the Association in enterprises, consortia and other institutions;
• shall award any consultancy assignment.

In case of resignation by the members of the Governing Council, such request must be presented in writing to the President.

Any elected member of the Governing Council that has resigned or has been expelled shall be replaced by the first non-elected member who shall remain in office until the expiration of the Council itself.

The minutes of the meetings of the Governing Council are transcribed and kept in a dedicated book.

The President remains in office for three years and may be re-elected.

The President:

• shall implement the directives given by the Members’ Meeting;
• shall represent the Association before third parties;
• shall call and chair the Members’ Meeting and the Governing Council.

In case of absence or impediment, the functions of the President are carried out by the most senior Vice-President.

There are two Vice-Presidents to be elected.

The members’ Meeting appoints an Auditor who remains in office for three years.

The Auditor can be re-appointed.

The Auditor supervises the economic and financial performance of the Association and shall report to the Members’ Meetingby means of the report on the financial statements. The Auditor transcribes the activity performed in a dedicated book.

The Members’ Meeting shall decide on the possible establishment of the Board of Arbitrators and shall appoint the three members, who shall remain in Office for three years, from among of strong moral standing, even non-members of the Association. It is the arbitrators’ duty to mediate for the purpose of resolving disputes of whatever nature arising between members and the Association.

The minutes of the meetings of the Arbitrators are transcribed and kept in a dedicated book.

The Operating Fund consists of the one-off registration fee

paid by ordinary members, of the contributions given by the contributing members, of contributions from any annual fees approved by the Assembly, as well as of movable and immovable property which the Association owns by virtue of purchases, bequests, donations or any other reason.

The Fund covers the costs for the operation of the Association.

The Fund is managed by the Governing Council.

The Fund remains indivisible throughout the duration of the Association and therefore the members who, for any reason, cease to be a part of it before its dissolution, are not entitled to make any claim toward allocation and distribution of quota the Fund.

In any case, during the life of the Association the members may not receive any surpluses, even indirectly.

Corporate offices, except for Auditors and Arbitrators, can be accessed only by representatives of member companies – or their delegates – who comply with the provisions of this Statute.

All the offices in the Association shall not be remunerated.

The financial year coincides with the calendar year.

Within the first four months of the year, the provisional budget and the final balance sheet as of 31st December of the previous year must be completed to be submitted to the Members’ Meeting together with the Auditor’s report. The financial statements are presented to the Auditor at least twenty days before the date set for the Members’ Meeting.

Until approval of the provisional budget by the Assembly, the temporary carrying-on of business is authorised on the basis, and within the limits, of the estimates of the last approved provisional budget.

Both the final balance sheet and the provisional budget must be available at the registered office for the members entitled to vote at least 10 days before the date established for the Members’ Meeting.

The Secretary General of the Association shall be appointed by the Governing Council, that shall assign the tasks and establish the remuneration, if any. The Secretary General reports hierarchically to the President.

The Secretary shall support the President in the implementation of the resolutions of the governing bodies and  propose the measures which are deemed useful for the achievement of the statutory purposes.

The Secretary shall take part, without the right to vote, in all meetings of the Statutory Bodies.

The dissolution of the Association shall be resolved by the extraordinary Members’ Meeting.

The Members’ Meeting shall appoint one or more liquidators and determine their powers and any remuneration.

In case of dissolution of the Association, any residual assets shall be donated to other organizations with similar objectives or pursuing objectives benefiting the public at large.

For matters not covered by this Statute, reference should be made to the provisions of the law and to the General principles of the practice and law.

(amended during the extraordinary Members’ Meeting held on 12/11/2015)