Ttile I
General Provisions
Article. 1 – A cultural Association named “Paolo ETTORRE – SOCIALLY CORRECT” is established.
Article. 2 – The registered office of the Association is located in Rome, in Via dei Fienaroli, n. 8. Subsidiary offices may be set up in Italy and abroad. Any change of the registered office does not imply modification of the Articles of Association.
Article. 3 – The Association is apolitical and non-profit.
The Association constitutes an occasion to bring together and to exchange information and experience between private citizens and both public and private companies, authorities, associations and organizations, to promote and disseminate cultural values in the sector of advertising and communications.
The Association’s purpose is to:
– stimulate, at all levels, the correct use of marketing and advertising as a means of cultural, economical and social development;
– promote growth of the culture of advertising and associated services, also creating relationships with national and international, public and private entities that pursue similar objectives;
– contribute to the growth of professional expertise of those working in the advertising and communications sector and those intending to be active therein, with a particular focus on the education of young people and the correct use of new technologies;
– disseminate and emphasize the value of advertising in general, through the promotion and diffusion of events and cultural meetings in general, favouring to a maximum, participation of persons working in the advertising sector in general.
To achieve this purpose the Association proposes to:
a) promote and set up, through meetings and debates, enterprises directed at encouraging and disseminating, also amongst those not involved in the sector, the importance of advertising in all its forms and in particular that addressed to publicising all initiatives with a social objective;
b) give patronage to, promote and organise teaching and research activities;
c) promote and manage vocational training activities, events and initiatives with other Italian or foreign associations, as well as public institutions to carry out common activities;
d) promote and implement teaching and research activities to favour exchange of cultural and human values amongst citizens of all continents, as well as promoting travel abroad to integrate acquired experience;
e) stipulate agreements and/or all forms of collaboration with local and/or public authorities and organizations, companies and persons for activities connected with the purpose of the Association;
f) develop and offer services to the business and artisans sector, to favour relationships and international contacts amongst businesses;
g) promote and organise conferences, meetings, exhibitions, debates, local, national and international events;
h) publish directly or through other editors, books, periodicals and collaborative work, using communications media such as exhibitions, radio and television.
The Association may carry out every other activity that may be beneficial or necessary for the achievement of social objectives.
Title II
Members
Article. 4 – Italian and foreign citizens may become members, without distinction of race, religion , age or political association. Members are divided into:
a. Founder Members;
b. Ordinary Members;
c. Supporting Members.
Founder Members are those who participate in the legal constitution of the Association and have the right to be elected on the Board of Directors.
Ordinary Members are those persons whose request for membership has been accepted.
Young people under 18 who would like to become members may do so with the permission of their guardians and will have a minor role in meetings.
Honorary Members are those persons called upon to receive such status by the Board of Directors for their benevolence in advertising and/or social and/or cultural fields.
Supporting Members are those persons, companies or organisations contributing with technical and/or organisational activities or with other contributions/donations in order to achieve social objectives.
Each member shall pay:
– the annual membership fee;
– a fee for participation in cultural events.
The amount of fees is stipulated each year by the Board of Directors.
The Founder Members are exempt from membership fees.
Qualification for membership may be lost due to voluntary resignation, non-payment or due to being expelled by the Board of Directors for serious motives that could damage the Association. A Member who decides to withdraw from the Association, must do so in writing by registered mail, three months prior to the expiry date of the period of membership.
Title III
The General Meeting of Members
Article. 5 – The General Meeting is constituted by all Members and meets once a year during the first semester, upon invitation by the Board of Directors, at least twenty days prior to the meeting, to pass resolutions with regard to the financial report, the state of the assets and all matters of a general nature, written in the agenda set down by the Board of Directors. Honorary Members and Supporting Members do not have the right of vote. Each Founder Member and Ordinary Member has the right to a single vote and can hold a single proxy.
Article. 6 – A representation of at least fifty percent of Members must be present at the General Meeting to establish the quorum and validate resolutions and decisions taken at the General Meeting.
In the event this number is not attained, the session is postponed to not more than thirty days from the first convocation, and at the second convocation the meeting is valid irrespective of the number of Members or those represented by proxy, present. The date of this session may be fixed in the same notice of the first convocation.
Article. 7 – Resolutions of the General Meeting are based on a majority vote of Members present or Members represented by written proxy to another Member, excluding Board Members.
Article. 8 – Extraordinary Meetings may be convened upon a decision of the Board of Directors, or upon the request of several Members representing not less than one tenth of those registered.
Title IV
Board of Directors
Article. 9 – The Board of Directors is constituted by the Founder Members and Ordinary Members elected at the General Meeting. It is the advisory body for administrative and decisional matters of the Association and has the following duties:
a) establish the rules for carrying out statutory duties, establish the mode and responsibilities for the execution of and control of the execution of such duties;
b) take decisions regarding patrimonial investments;
c) approve project budgets and financial and patrimonial statements, to present at the General Meeting;
d) confer and revoke proxies;
e) nominate Honorary Members;
f) decide on the admission of Ordinary Members;
g) nominate the President, the Vice President, the Secretary and the Treasurer amongst its members;
h) issue the rules and guidelines for carrying out activities;
i) decide on the terms of declaring Members in arrears;
l) make resolutions with regard to the financial statement and expense reports provided by the Secretary;
m) convene the General Meeting of Members;
n) establish forms of collaboration with third parties and decide on remuneration;
o) perform every other action that is useful or necessary to carry out activities;
p) administrate the social assets according to the purpose of the Association. It is absolutely forbidden to assume obligations with third parties for sums greater than the Association’s available assets.
Members of the Board of Directors, from three to five, remain in office for five years and are assumed reconfirmed, unless before expiry they are revoked due to the existence of a just cause before expiry of their term, or there are new nominations. Meetings of the Board of Directors are valid if at least one half of the Members are present and decisions are approved with a simple majority. The Board of Directors meets at least twice a year. The Board of Directors may carry out the functions of the General Meeting for matters governed by Article 20 and following articles of the Civil Code, until the number of Members equals that of the Board of Directors.
Title V
President
Article. 10 – The President is elected by the majority of the Board of Directors for a five-year term and may be re-elected. The President represents the Association with regard to third parties and carries out all external public relations in the name of the Association. He/she chairs the meeting of the Board of Directors and General Meeting of Members.
The President may delegate the execution of single actions or series of actions to another Member of the Board of Directors, by means of a simple written proxy.
In the absence of the President, the Association is represented by the Vice President.
Article. 11 – The President, annually convenes and presides as chairperson, the General Meeting of Members and may carry out the function of Treasurer, if necessary.
Title VI
Vice President
Article. 12 – The Vice President is nominated by the majority of the Board of Directors for a term of five years. He/she presides the General Meeting of Members, coordinates and directs all activities of the Association in the absence of the President and may carry out the function of Secretary if necessary.
Title VII
Secretary
Article. 13 – The Secretary is nominated by the Board of Directors. The Secretary carries out all the organisational and administrative activities of the Association.
Title VIII
Treasurer
Article. 14 – The Treasurer is nominated by the Board of Directors and is in charge of the management of the Association’s funds.
Title IX
Membership Fees
Article. 15 – Membership fees are not transferable, unless due to death of a member, and cannot be revalued.
Title X
Assets
Article. 16 – The assets of the Association may derive from:
a) Registration fees;
b) Annual Membership fees;
c) Proceeds from services carried out by Members or third parties:
d) Voluntary contributions, wills and donations;
e) Contributions from the European Union. The State, the Region, the Province, local council or public authorities or private companies.
Article. 17 – Before 31st December each year , the Board of Directors is under the obligation to prepare an economical and financial statement of assets and determine the membership fees for the following year.
Title XI
Profit
Article. 18 – It is forbidden for the Association to distribute, even indirectly, profit or surplus resulting from management, funds, reserves or Association capital, during the lifetime of the Association, unless such distribution is imposed by Law.
Title XI
Dissolution and Duration
Article. 19 – The Association may be dissolved upon decision of the Extraordinary General Meeting during which one or more liquidators are nominated.
Article. 20 – The decision to dissolve the Association and to devolve it assets, necessitates a vote in favour of at least three quarters of the Members.
Article. 21 – The Association has limited duration.
Article. 22 – In the event of dissolution for any cause, the Association is under the obligation to devolve its assets to another Association of similar purpose or to alternative ends, as governed Law.
Title XII
Changes to the Articles of Association
Article. 23 – Changes may be made to the present Articles of Association following the decision of the majority of Members at the General Meeting of Ordinary and Founder members.
Title XIII
Referral
Article. 24 – For anything not expressly envisaged in the present Articles, provisions of the Civil Code apply.
Signed Annette Stella Pickford
Signed Mario Andrea Ettorre
Signed Francesca Ettorre
Signed Lorenzo Ettorre
Signed Franco Lupo Notaio