TITLE I: NAME – REGISTERED OFFICE – PURPOSE – SCOPE – AFFILIATIONS – DURATION
Art. 1 – Company nameAn Amateur Sporting Company with limited liability under the name “CONERO GOLF CLUB S.R.L.”
The Social Colors are green and blue
Art. 2 – Head office.
1. The company is based in Sirolo (AN) to the resulting address from specific inscription made at the Company Register.
2. The administrative body may set up and abolish branch offices, branch offices, administrative offices or local units wherever they may be named, or transfer their registered office within the above mentioned City. Instead, it is up to the members to decide on the establishment of secondary offices or the transfer of the head office in the municipality other than the one indicated above Art. 3 -Purpose 1. The purpose of the company is to exercise, promote and disseminate amateur sports activities, including didactic activities, with particular reference to golf sport, both on an agonistic and amateur and recreational level, As a factor of training and of the psycho-physical, moral and social well-being of the citizen, at the service of the country and of the national sport and without discrimination related to race, sex, censorship, religion, nationality, age, Psycho-physical and moral convictions.
2. The company is not for profit; As a consequence, any form of distribution, even indirect, of profits, profits or surplus of management, as well as of funds, reserves or capital during the life of the company, is excluded, unless the destination or distribution is imposed by law. The residual assets of the company arising from the dissolution of the company, for any given cause, shall be transferred to other companies or sports associations having similar purposes or other sporting purposes, after having heard the inspection body referred to in Article 3, paragraph 190 of the L December 23, 1996 n. 662, and unless otherwise specified by law.
3. Society is apolitical, apartheid, and it is not intended for religious purposes.
Art. 4 – Subject matter and social activities
1. The main purpose of the company is the pursuit of amateur sports activities both on an agonistic and amateur level, including didactic activities and the promotion and organization of competitions, tournaments and sporting events, with particular reference but not in Exclusively – to Golf discipline, with the purpose and with the observance of the rules and directives of FIG and other Sports Federations to which they decide to join, and of their respective organs.
2. In the pursuit of the purpose and the social object, and to mere title exemplifying, the company may:
to. To form teams of agonists of athletes, also by means of distinct groups for discipline and age, in order to allow the participation of athletes and teams in the sporting events promoted by the Sports Federations and the Sports Promotion Entities affiliated to, in particular by the Italian Golf Federation;
b. Organize competitions, events and sports tournaments as well as recreational activities for the best use of leisure time by members, members and participants, promoting, where possible, the involvement and participation of people with disabilities
c. To carry out any other type of sporting, motor, recreational, educational, cultural activity, suitable to promote the practice and dissemination of amateur sport;
d. Constitutes, manages and conducts, in any way, facilities and sports facilities, and in particular golf courses, as well as sports facilities and recreational and leisure facilities to which they belong, the entry of which will be primarily reserved for members of the company and the members of the Sports federation and / or sports promotion organization to which the company will affiliate;
is. To manage, within the framework of the aforementioned facilities and sports facilities, bars, refreshments and recreational and receptive activities, to allow the aggregation and development of interpersonal relationships, as well as aesthetic and / or wellness centers and rehabilitation activities, Physiotherapy and sanitary, with the observance of the provisions provided by law and in compliance with the constraints imposed by it.
f. To carry out activities for the organization and management of initiatives, services and cultural activities, tourism and recreation linked and / or related to amateur sports activities, or aimed at promoting the values of amateur sport and knowledge of sport disciplines, including conferences, seminars, exhibitions And entertainment events;
3. To carry out the activities referred to in the preceding paragraphs, the company may or may rent or lease companies or branches thereof and, for the purpose of self-financing and for non-profit purposes, pursue commercial activities respecting the applicable administrative and fiscal regulations , Attivare rapporti and sottoscrivere agreements with entes public and private to local character, national and international comprised cooperatives and associations of category, assume mutual and fundings also fondiari;
4. The company may also engage in equity investments and interests in other companies or companies with similar or related assets that are deemed necessary and useful for the achievement of the corporate object.
5. The company may, in the interest of itself and of the companies and undertakings in which it has participated and interests, all commercial and financial transactions, both securities and real estate, deemed necessary and useful for achieving the social purpose.
6. However, the company may not, without having assumed the prescribed characteristics – if not legally permitted and serving the principal object, carry out the activities and carry out the operations falling within the particular categories of undertakings whose business is subject to Special and confidential legal and administrative regimes, which are here reproduced in relation to which such excluded exclusions and restrictions, which impose or incompatible characteristics of this company.
Art. 5 – Affiliation and recognition for sporting purposes
1. The company will require the affiliation and recognition for sports purposes from the CONI, through the Golf Italian Federation, in accordance with the law in force. The Company may also apply for affiliation with other National Sports Federations and / or Sport Promotion Organizations recognized by CONI for the pursuit of non-agonistic and / or recreational amateur sports activities, provided that such additional affiliations do not conflict with the main affiliation To the Italian Golf Federation;
2. The Company accepts unconditionally to comply with the rules and directives of the IOC, the CONI, the National and International Federations or the Sports Promotion Entities that will be affiliated and undertakes to accept any regulatory and disciplinary measures that the competent sports bodies should adopt As well as the decisions that the federal authorities should take in all the technical and disciplinary disputes relating to sport.
3. The rules contained in statutes and federal regulations are therefore an integral part of these articles of association in the organization and management of affiliated companies.Art. 6 – DurationThe company will last until December 31, 2050 and may be dissolved or renewed in advance by the Shareholders’ Meeting.
TITLE II – SOCIAL CAPITAL – FINANCIAL ASSETS – PARTICIPATIONS – WITHDRAWAL
Art. 7 – Social capital
1. The share capital is Euro 10,000.00 (ten thousand and zero cents), divided into shares pursuant to art. 2468 of the Italian Civil Code.
2. All elements of the asset which may be subject to economic valuation, including the provision of services or services in favor of the company, may be granted, at the time of the increase of the share capital, upon the release of the subscribed share capital; The decision to increase the capital must determine the terms of the transfer: in the absence of any indication the contribution must be made in cash.
3. The transfer may also take the form of the provision of an insurance policy or a bank guarantee guaranteeing, for the entire value assigned to them, the obligations assumed by the partner for the purposes of the provision of work or services In favor of the company. In such a case, the policy or guarantor may be replaced by the partner by paying the corresponding amount of money in the company.
Art. 8 – Changes in share capital: increase
1 Capital may be increased by payment (through new contributions in cash or in kind) by resolution of the Shareholders’ Meeting to be adopted with the majorities envisaged for the amendment of the present By-Laws. It is expressly not possible to increase the share capital free of charge (through the transfer of available-for-capital reserves) as it is incompatible with the principle of the lack of profit and even indirect distribution of profit or retained earnings
2 In case of a decision to increase the share capital through new contributions, the shareholders have the right to subscribe to them in proportion to their holdings.
3 The right to subscribe for newly issued shares in the share capital increase must be exercised by the shareholders within 30 (thirty) days of receipt of the communication sent by the administrative body to each member holding the offer notice as an option to the new Equity investments, unless the shareholders’ decision to increase the share capital does not set a term of more than 30 (thirty) days for the exercise of the foregoing option right.
4 Whoever exercises the right of option may also, upon request, and if not excluded from the resolution of increase, exercise the right of pre-emption on the part of capital increase not opted by the other members. Where the capital increase has not been fully subscribed, the unused units may, if provided for in the resolution of increase, be offered to third parties by the directors, in the times and in the manner contemplated by the resolution of the increase itself.
5 he Shareholders’ Meeting has the right to expressly provide for the resolution to increase, which may also be implemented by offering new shares to third parties; In this case it is up to the members who have not allowed the decision, the right of withdrawal to be exercised in the manner provided by this Statute.
Art. 9 – Changes in Share Capital: Reduction
1. The Share Capital may be reduced in the cases and in the manner of law by deliberation of the shareholders’ meeting to be adopted with the majorities envisaged for the amendment of the Articles of Association.
2. In the event of a reduction in share capital, any distribution or redemption of funds, reserves or management surplus is expressly excluded. Redemption capital shares should be allocated to reserve funds.
3. In case of reduction of capital for losses, the deposit at the registered office of the Board of Directors, at least eight days before the meeting, of the report of the administrative body on the financial position of the company and of the comments of the Board of Statutory Auditors, if appointed , If it constitutes the unanimous consent of all members. The waiver of such deposit must be confirmed at the shareholders’ meeting and must result from the relevant report.
Art. 10 – Finanziamenti and versamenti in capital account of the partners
1. Members may, on their own initiative or at the request of the administrative body, and in accordance with the applicable fiscal provisions, payments in the account / capital or loans, which do not constitute savings between the public in accordance with the current provisions of Law in banking and credit matters.
2. Loans with the right to repayment of the sum paid may be made by the shareholders, not in proportion to the respective shareholdings in the Share Capital, and must always be regarded as non-interest-bearing, since each different determination of the Members is expressly excluded. 3. In the case of capital payments, the relevant sums may be used to cover any losses or transferred directly to the capital of any amount, subject to the consent of the shareholders.
4.For the repayment of the funding of the members, the provisions of art. 2467 cod. civ.
Art. 11 – Shareholdings
1. Shareholdings of partners are determined proportionally to the contribution.
2. Social rights belong to members proportionally to the participation of each of them. In application of the principle of democracy as per paragraph 18 of art. 90 of Law 289/02 can not be assigned specific rights to individual members.
3. In the case of co-ownership of a participation, the rights of co-owners shall be exercised by a joint representative appointed in accordance with the provisions of Articles 1105 and 1106 of the Civil Code.
Art. 12 – Limits on the transfer of participation fees
1. The shares in the share capital are intractable by law, in accordance with the special provisions in force in the law of the amateur sports companies. The transfer of the units is only allowed as mortis causa.
2. For the purposes of the prohibition referred to in the preceding paragraph, for this purpose, the term “transfer” means any shop, for a fee or free, relating to the full ownership or the naked property or the usufruct of the participation or Any such right (including, but not limited to, the transfer to a company and the transmission occurring as a result of a business transfer, transfer or merger or divestiture), by virtue of which direct or indirect Indirectly, the result of the change in ownership of such holdings or rights;
3. In the case of death of a member, heirs of the deceased shall have the right to continue in society as members, provided they are represented by a person chosen by common accord between them
Art. 13 – Withdrawal of members
1. In view of the absolute prohibition of transfer of the social security quotas referred to in Article 12 above, the shareholder, pursuant to art. 2469, 2nd paragraph, CC, can withdraw at any time from the company. However, the right of withdrawal motivated by that case can not be exercised within two years of the establishment of the company or the subscription of the shareholding.
2. The right of withdrawal shall also be borne by the members in other cases provided for by law (Article 2473 of the Italian Civil Code). Art. 2497 quater – cc
3. A member who intends to withdraw from the company must notify the administrative body by letter sent with registered letter with acknowledgment of receipt. The registered letter must be sent within fifteen days of being registered in the Register of Companies or, if not foreseen, by the transcription in the Shareholders’ Book of Shareholders, of the decision that entitles him / her to the amount of the Ownership of which is the holder of the domicile for the communications relating to the proceedings.
4. The right of withdrawal may be exercised only for full participation.
5. In the cases listed above, the withdrawal shall be effected on the day on which the communication was received at the company’s registered office.
6. Cancellation can not be exercised and, if already exercised, is ineffective if, within 90 days of the withdrawal, the company revokes the resolution that legitimizes it or if the dissolution of the company is resolved.
Art. 14 – Reimbursement of the participation of the rescinded member – exclusion
1. By way of derogation from the provisions of Art. 2473 cc and in view of the special legislation on the amateur sports companies and the particular nature of the company, without any profit, the members who withdraw from the company are not entitled to receive any refund, nor in relation to the subscribed participation fee Nor in relation to the reserves of the social capital.
2. By verifying the withdrawal case of one or more shareholders, the value of the participating shares held by them shall be allocated to a specific capital stock of which the distribution is expressly excluded for the duration of the company.
3. In this case, if there is a reduction in Share Capital to the extent of the shareholding, in the absence of any available reserves, the Share Capital will be reduced to the corresponding amount; If, as a result of this reduction, the Share Capital should have fallen below the legal minimum, it will be up to the shareholders to decide on the increase of the share capital up to the legal minimum itself or the dissolution of the company.
Art. 15 – Exclusion of members
1. Without prejudice to the provisions of the Civil Code, the member’s radiation from the FIG or other National Sports Federations or Sport Promotion Bodies is a special cause for the dissolution of social relations, to which the company is affiliated to disciplinary action by the federal justice bodies.
2. It also constitutes a special cause for the dissolution of social relations, the disqualification of the partner for Doping;
3. The previous article applies for the repayment of the participation to the excluded partner.
4. The resolution of the social relationship does not exempt the member excluded from the payment of the membership fees provided for by this By-Laws for the current year at the date of termination of the social relationship.
TITLE III – ORGANS OF THE SOCIETY
Art. 16 – Corporate bodies
1. They are bodies of the company:
(A) The shareholders’ meeting;
B) The Administrative Body;
C) The Audit and Control Body (if appointed by law or by resolution of shareholders)
2. The Shareholders’ Meeting is the sovereign body of the company. The Assembly, regularly convened and constituted, represents the universality of the members and its resolutions adopted regularly bind all members, even if they have not intervened or dissent.
3. The sole Administrator or the Chairman of the Board of Directors or the co-directors are the legal representatives of the company in front of third parties and in court. Any Managing Director may be represented by the company within the limits of their respective powers.
DECISIONS OF THE MEMBERS – ASSEMBLY
Art. 17 – Rights of vote
1. The voting rights attributable to each shareholder shall be determined in proportion to the holding held.
2. In the case of a pledge of the quota, voting rights shall, however, be borne by the debtor member.
Art. 18 – Members’ decisions: competences and form of decisions
1. Members decide on matters reserved to them by law – currently art. 2479 CC – and by this Articles of Association as well as on the arguments that one or more directors or members representing at least one third of the share capital submit to their approval.
2. The decisions of the shareholders shall be adopted by resolution of shareholders in accordance with Article 2479-bis of the Italian Civil Code, or by written consultation or on the basis of express written consent.
3. In the cases provided by law – currently art. 2479, fourth paragraph, CC – the decisions of the members must be adopted by the method of assembly.
Art. 19 – Meeting method: convocation
1. The Shareholders’ Meeting is convened by the Single Administrator or by the Chairman of the Board of Directors. If the Directors are unable or unable to attend, the Shareholders’ Meeting may be convened by the Board of Statutory Auditors, if appointed, or by a shareholder.
2. The Shareholders’ Meeting is convened at the Company’s registered office or elsewhere as long as it is in the national territory as stated in the notice of convocation.
3. The Shareholders’ Meeting shall be convened by notice sent or delivered at least eight days before the date set for the meeting, by registered letter or by any other means suitable for the purpose, sent to shareholders at the domicile resulting from the acts of the company Fax or e-mail or other similar means, the notice must be sent to the facsimile number, email address or specific address that has been expressly communicated to the company by the member). The notice of the meeting must indicate the day, place, time of the meeting and the list of subjects to be handled.
4. In the notice of convocation, another date may be provided for a second call for the event that at the meeting scheduled for the first convocation the assembly was not legally constituted; The second call can not be made on the same day of the first.
5. In case of urgency the convening of the Assembly may also take place by means of a notice sent by telegram, e-mail or telefax at least three days before the meeting.
6. Even if there is no formal convocation, the Shareholders’ Meeting is regularly constituted when all of its share capital is incorporated, and all the Directors and Statutory Auditors, if appointed, are present or informed and no one opposes the discussion of the matters. If the statutory directors or statutory auditors, if nominated, do not personally attend the meeting, must issue a written statement to be kept in the company’s statements in which they declare that they are informed of all items on the agenda and not oppose the discussion Of the same.
Art. 20 – Presidency of the Assembly and verbal
1. The Shareholders ‘Meeting is chaired by the Chief Executive Officer or, in the event of the appointment of the Board of Directors, by its Chairman or, in the absence thereof, by another person elected by the Shareholders’ Meeting. The chairman will nominate a secretary, even a non-member.
2. It is up to the Chairman of the Assembly to observe the regular constitution of the Assembly, to ascertain the identity and legitimacy of the members present, to direct and regulate the conduct of the Assembly and to ascertain and proclaim the results of the vote.
Art. 21 – Intervention in Assembly and Representation
1. They have the right to attend all the shareholders at the Shareholders ‘Meeting at the Shareholders’ Meeting at the Shareholders ‘Register at the Shareholders’ Meeting. Those who are listed on the shareholders list after the date of the convocation of the meeting may participate in the meeting only if they are informed promptly and sufficiently informed of the matters to be dealt with.
2. The member may be represented by proxy by non-members. Delegation can not be released in white and must be kept by the company.
3. Representation may not be conferred on either members of the administrative or control bodies or employees of the company, its subsidiaries or members of the administrative or control bodies or their employees.
Art. 22 – Audio/Video Assemblee
It is possible to hold the meetings of the Assembly, with interventions located in multiple locations, connected audio / video, and under the conditions provided for by law, to be recorded in the relevant minutes. In all the audio / video sites where the meeting is being held, the attendance sheet must be prepared.
Art. 23 – Written consultation / written consent
1. The written consultation procedure or the acquisition of express consent in writing is not subject to any particular restrictions, provided it is ensured that each shareholder the right to participate in the decision and is ensured adequate information.
2. The decision shall be taken by written approval of a single document, or several documents containing the same text of decision, with the favorable vote of the majorities provided for in the following art. 24.
3. The proceedings must be concluded within 15 days of its commencement or within the time limit set out in the text of the decision. Failure by the member to approve the deadline for the conclusion of the proceedings shall be deemed to be the contrary vote. 4. The decisions of the shareholders adopted pursuant to this Article shall be transcribed without delay in the shareholders’ book of decisions.
Art. 24 – Constituent and deliberative quorums
1. The Shareholders’ Meeting is regularly constituted, both before and after the second convocation, with the presence of many shareholders representing the majority of the share capital, and deliberately decides in a first convocation with the favorable vote of at least a majority of the share capital And, at second call, with the favorable vote of the majority of the share capital present at the Shareholders’ Meeting
2. The Shareholders’ Meeting convened to approve decisions on amendments to these Articles of Association and for decisions to carry out transactions involving a substantial change in the corporate purpose or a significant change in the rights of shareholders is regularly constituted by the presence of Many shareholders representing at least two-thirds of the share capital on first call and, on second call, the majority of the share capital, and resolves with the favorable vote of many shareholders representing at least a majority of the share capital.
Art. 25- Administration
1. Without prejudice to the competence of the members for decisions in the matters referred to in Article 18 of this Statute, the company may alternatively be administered, depending on what the members have appointed at the time of appointment:
(A) by a single Administrator;
B) a Board of Directors composed of several members, from a minimum of three to a maximum of seven, according to the exact number that will be determined by the members at the appointment;
(C) by two or more Directors with joint and / or unconnected powers.
2. It is up to the members to determine the form of administration, to appoint the directors, after determining their number and determining the duration of the assignment.
3. Directors may also be chosen from non-members.
4. Unless otherwise decided by the Shareholders’ Meeting, the directors are not bound by the prohibition contained in art. 2390 of the Civil Code. However, it is forbidden for directors to hold the same position in other companies or sports associations within the same sports federations or associated disciplines recognized by the CONI, or within the same disciplines as the sports promotion bodies to which the company Will decide to join.
5. In addition, they may not be appointed Directors of the Company or, if nominated, automatically cease from office, those who have been subject to disciplinary measures by the CONI or the Sports Federations, Associated Disciplines or Sports Promotion Entities, to which the company will deliberate To join. In the event of temporary suspension by the Sports Authorities, the Administrator affected by the measure ceases to be charged for the period corresponding to the suspension issued by the Sports Authority.
Art. 26 – Duration and Termination of the Administrative Body
1. The sole Director, the Directors or members of the Board of Directors shall remain in office until their withdrawal or resignation or at a more limited time to be determined by the members at the time of their nomination, and expire on the date of the Shareholders’ Meeting convened for The approval of the budget for the last exercise of their office.
2. The Directors may be re-elected.
3. If one or more members of the Board of Directors are absent during the year, the others shall replace them by a resolution approved by the Board of Statutory Auditors, if appointed, provided that the majority is made up of directors appointed by the members. The appointed directors remain in office until the next Shareholders’ Meeting.
4. If the majority of the directors appointed by the members is absent, those remaining in office must summon the Shareholders’ Meeting to replace the missing. Unless otherwise ordered by the members, such appointed directors expire together with those in office at the time of their appointment.
5. If the absolute majority of the incumbent Directors is absent, the entire Board of Directors shall be deemed to have fallen, and the remaining Directors shall immediately convene the Shareholders’ Meeting for the renewal of the Administrative Body. In the event of the appointment of two co-directors, decadence is due to the failure of one of the two directors.
Art. 27 – Board of Directors: Presidency and Form of Decisions
1. If the members of the Board of Directors, when deciding on the appointment of directors, have not appointed members, the Board of Directors elects among its members the Chairman. The President convenes the Council, fixes the agenda, coordinates the work and ensures that appropriate information on the items on the agenda is provided to all councilors.
2. The decisions of the Board of Directors may be adopted, in the alternative to the collegiate method, by written consultation or on the basis of express written consent, except for the matters for which the law expressly requires the collegial resolution. The written consultation procedure or the acquisition of the express written consent is not subject to particular constraints, provided that each director is assured of the right to participate in the decision and is assured to all who have adequate information right.
3. The decision shall be taken by written approval of a single document, or several documents containing the same text of decision, by an absolute majority of the members in office. Documents signed by the Councilors should clearly indicate the subject matter of the decision and its consent.
4. The proceedings must be concluded within 15 days of its commencement or within the time limit set out in the text of the decision. Failure by the councilor to approve the deadline for the conclusion of the proceedings shall be deemed to be vague. 5. Decisions taken pursuant to this Article shall be transcribed by the administrative body in the Directors’ Decisions Book. The relevant documentation is kept in the company’s records.
6. If at least one of the Directors in office is required, the decision shall be adopted by the Board of Directors in a collegiate manner.
Art. 28 – Collegial method: convocation
1. The Board of Directors is convened whenever the interests of the company are demanded by the Chairman or by a Chief Executive Officer and whenever one of the Directors, or if the Board of Statutory Auditors exists, an effective Statutory Auditor is required.
2. The Board of Directors shall be summoned by notice sent to or delivered to each Board member and Statutory Auditors if appointed at least eight days before the date set for the meeting by registered letter or by any other means suitable for the purpose; In the case of a call by fax, electronic mail or other similar means, the notice must be sent to the facsimile number, e-mail address or specific address which has been expressly communicated by the directors and the mayors.
3. In case of urgency, the Council may also be summoned by telegram or fax to be sent at least two days before the meeting.
4. The notice must contain the place, date and time of the meeting and the list of topics to be discussed.
5. The Council shall meet at the registered office or at another place provided that it is in the national territory as stated in the notice of convocation.
6. However, Board Meetings are valid, although not convened as above, provided that all members of the Board of Directors and the Statutory Auditors are present if appointed, and all those present are informed of the matters to be dealt with and no one opposes the Handling them.
Art. 29 – ACouncil meetings through audio / video conferencing
It is possible to hold the meetings of the Board of Directors, with interventions located in multiple locations, linked audio / video, and under the conditions provided for by law, which will have to be recorded in the relevant minutes. In all the audio / video sites where the meeting is being held, the attendance sheet must be prepared.
Art. 30 – Collegiate method: deliberations
1. For the validity of Council resolutions adopted by Collective Resolution, the majority of its members in office are required to be effectively present. The resolutions shall be taken by an absolute majority of the Directors present in respect of acts of ordinary administration and by an absolute majority of the members in office in relation to acts of extraordinary administration.
2. The Chairman shall have the same number of votes as the other members.
3. The minutes of the meetings of the Council shall be recorded in the Directors’ Decisions, signed by the Chairman and the Secretary. The President designates the Secretary who may also be a stranger to the Board itself.
Art. 31 – Powers of the administrative organs
1. The administrative body, which is the mode of administration chosen, manages the company with the diligence required by the nature of the assignment and it has all the powers of ordinary and extraordinary administration, with the power to deliberate on all acts deemed useful And / or opportuni for the raggiungimento of the social aims, excluded only those that the law or the statuto reserve to the decision of the soci.
2. Execution of transactions whose decision is reserved by law or by statute to members is the responsibility of the administrative body.
3. In the case of appointment of the Board of Directors, this may delegate all or part of its powers in accordance with and subject to the limits set forth in art. 2381 cc to an executive committee made up of some of its members or one or more of its members, even separately. The executive committee or the managing director or managing directors will be able, within the ordinary course of management, to complete all the acts arising from the delegation conferred by the board of directors, subject to the authority of the board of directors for the extraordinary administration.
4. In the case of the appointment of multiple directors, with joint and / or disconnected powers, the powers of administration, when nominated, may be attributed to them either jointly or separately, or certain administrative powers may be attributed Disjointed and others in a joint venture. In the absence of any clarification in the appointment act regarding the procedures for exercising the powers of administration, such powers shall be deemed to be attributed to directors who are disjointed to each administrator for acts of ordinary management and jointly for acts of extraordinary administration .
5. In any case, acts of extraordinary administration shall be considered as indicative and not exhaustive:
(A) the purchase, including by means of financial leasing contracts, the sale, exchange of immovable property and real estate rights;
B) the acts of buying and selling of companies of all kinds;
C) the conclusion of real estate leases;
D) the purchase, including by means of financial leasing contracts, and the sale of registered mobile goods
E) the establishment of companies, consortia and collective bodies and the taking of social and stakeholder participation of any kind;
F) the granting of sureties and guarantees to third parties by the company;
G) the granting of mortgages on the property of the company and the pledge of the assets of the company;
H) the assumption of bank affidamento, of mutual and of fundings of any gender;
(I) issuing bills of exchange and accepting bills of exchange;
J) the promotion of legal actions other than precautionary and enforcement proceedings at any venue, including arbitration and at all levels, and the appointment and revocation of lawyers and legal attorneys;
K) transactions, renunciation of litigation and compromises in arbitrary and even friendly arbitrators;
(L) any transaction involving a commitment of over € 50,000.00 (fifty thousand and zero cents).
6. When the administration of the company is entrusted to a single administrator, they assume all the broader powers of ordinary administration of the company, while for extraordinary administrative acts, the authorization of the shareholders’ meeting will be necessary;
7. The Board of Directors, or Directors with joint and / or discontinued powers or the sole Director, may authorize directors, institutes or prosecutors for the performance of certain acts or Categories of acts, determining their powers.
8. The lack of prior authorization of the members and / or the Board of Directors, whenever this is required for the performance of an act of administration, entails the responsibility of the single Administrator and / or the Managing Director pursuant to art. 2476 cc and constitutes the right cause for its revocation .
Art. 32 – Powers of Delegation 1. The Board of Directors may delegate all or part of its powers to one or more of its members, determining the content, limits and possible operating arrangements Of delegation. The Council may, however, always issue directives to the delegated bodies and open to them delegated tasks.
2. The Managing Directors shall report to the Board of Directors and to the Statutory Auditors, if any, on the overall performance of the Board of Directors and on its foreseeable evolution as well as on the most significant transactions, by the size or characteristics of the Company and its subsidiaries.
3. Administrators are required to act in an informed manner; Each administrator may ask the Managing Directors that information about the company’s management is provided to the Board.
4. The powers indicated in Article 2475, paragraph 5 of the Civil Code, may not be delegated.
5. The duties of Chairman and Chief Executive Officer are cumulative.
Art. 33 – Representation of the company
1. The sole Administrator has the legal and general representation of the company.
2. In the event of the appointment of a Board of Directors, the company’s representation shall be open to the Chairman of the Board of Directors as well as to the Managing Directors who may be appointed, within the powers conferred upon them.
3. In the case of the appointment of two or more directors with joint and / or discontinued powers, the representation of the company shall be the same directors and / or joint directors in relation to the type of acts and transactions to be performed pursuant to art. . 29, paragraph 4.
4. The administrative body shall be entitled to appoint directors, deputy directors, prosecutors, in part giving its powers and assigning its social representation.
Art. 34 – Compensation of the administrative organ
1. In addition to the reimbursement of expenses incurred for their office, the Directors shall be entitled to an annual remuneration to be determined by members with a valid decision up to modification or for the different time set in the decision. The Board of Directors, whenever deemed necessary by the opinion of the Statutory Auditors, shall determine the remuneration of the Directors engaged in special duties or special duties.
2. Members may also assign an allowance to the administrative body for termination of the relationship.
3. The remuneration paid to the directors who may be constituted, by examining the circumstances, including remuneration for the direct exercise of amateur sports activities and / or for conducting coordinated and continuous collaborative administrative-management activities in accordance with current tax rules , May not be individually superior, in the case of directors of the company, to the maximum remuneration provided by DPR 10 October 1994, no. 645 and DL 21 June 1995, no. 239, converted by Law no. 335 and subsequent amendments and additions, for the chairman of the board of statutory auditors of the joint stock companies, as referred to in art. 10, comma6, lett. C) of Legislative Decree no. 460/1997.
Art. 35 – Board of Statutory Auditors
1. The Board of Auditors is compulsory in the cases provided for in Article 2477 of the Civil Code.
2. The Board of Auditors, if established, is composed of three members and two alternates, elected by the membership, which also designate the President.
3. The auditors remain in office for three years and expire on the date of the Meeting called to approve the financial statements for the third year in office. The Auditors may be reelected.
4. The remuneration of the Auditors shall be determined by the shareholders and, failing that, from the professional fees.
Art. 36 – Competences and duties of the Board of Statutory Auditors
1. The Board of Statutory Auditors has the duties and powers referred to in Articles 2403 and 2403 – bis of the Civil Code and also exercises control over accounting; In this respect, the Board of Statutory Auditors must be wholly constituted by auditors registered in the Register established at the Ministry of Justice.
2. The provisions of Articles 2405, 2406, 2407 and 2408, first paragraph, of the Civil Code shall also apply.
3. The minutes of the meetings of the college must be drafted, which must be written in the book of decisions of the Board of Statutory Auditors and signed by the interveners; The resolutions of the Board of Statutory Auditors must be taken by an absolute majority of those present.
4. The dissenting mayor shall have the right to record the reasons for his dissent.
5. The college of statutory auditors must meet at least every ninety days. The meeting can also be held for audio conferencing or videoconferencing.
TITLE IV – SOCIAL EXERCISE – BUDGET – USEFUL – DEBT SECURITIES
Art. 37 – Social Exercises – Balances
1. The financial year ends on December 31 of each year.
2. At the end of each financial year, the administrative body shall prepare the inventory and, in terms and with respect to the obligations laid down by law, prepare the financial statements and the resulting formalities.
3. The financial statements must be approved by the shareholders with decision to be taken within one hundred and twenty days from the end of the financial year or within one hundred and eighty days if the company is required to prepare the consolidated financial statements or when there are particular requirements relating to the company’s structure or object Require it: in the latter case, the administrative body must indicate in its report (or the supplementary note) the reasons for the extension.
Art. 38 – Prohibition of distribution of profits
Given the lack of profit of the company, and the prohibition of distribution, even indirect, of gains, gains or surpluses of management, net profits, a sum of not less than five percent (5%) to be allocated to reserve Until reaching the fifth of the share capital, they will have to be allocated to a statutory reserve not distributable between the shareholders even if the company is dissolved and can only be used to cover any operating losses.
Art. 39 – Debt securities
The company may issue debt securities, in accordance with Article 2483 of the Italian Civil Code. The issue of debt securities is resolved by the Shareholders’ Meeting with the majorities envisaged for the amendment of the Articles of Association.
TITLE V – AFFILIATES – DILETTING ATLETS AND SPORTS ORGANS
Articolo 40 – categories of affiliates
1. Affiliates are members, not members, allowed to attend the facilities and sports facilities of the Company, in order to practice and participate in the recreational and recreational sports activities of the social object.
2. Affiliates must be in possession of a suitable membership card at one of the Sports Federations or Sports Promotion Entities to which the company is affiliated. The use of the sports facilities of the company is in fact reserved for the members and the members, the latter even if registered by societies, clubs or amateur sports associations affiliated to the same national organizations as the company
3. Affiliates are distinguished in the following categories:
4. All affiliates enjoy the same rights and are subject to the same duties as are determined by the rules and regulations of sports authorities and, with regard to participation in the life of the company and the use of its sporting facilities, Shall be issued by decision of the Administrative Body.
5. The Administrative Body decides on applications for admission of affiliated applicants and carries out the affiliation of the Affiliate Book, which may be superseded, where possible, by the list of memberships issued by the Sports Organizations to which the company is affiliated.
Article 41 – frequenters
1. Sono coloro che – previo tesseramento ad uno degli Organismi Sportivi cui è affiliata la società – 1. Those who – after having been admitted to one of the sports organizations that are affiliated with the company – are allowed to use the facilities and sports facilities of the company itself, to participate in the amateur and recreational sports activities of which the social object is;
2. The attendants are required to pay to the company the ordinary annual contribution and any one-time contribution determined by the Administrative Organ .
Article 42 – Goodwill
1. Those who are particularly distinguished in the pursuit of golf activities are affiliated with affirmations in tournaments of at least national significance.
2. For the affirmation, for the purpose of the recognition of the benevolence, it is understood that it has reached the aforementioned golf tournaments, a placement equal to at least third place. The requirements for the benevolence will be further clarified by the regulation.
3. The benemerites are exempted from paying the annual contribution and the one-off contribution.
Article 43 – Supporters
1. Those who, by sharing the purposes of the Company, have contributed to the affirmation and / or consolidation of the company by making donations and payments in favor of donations.
2. Supporting affiliates are also exempt from paying annual contributions and one-off contributions.
Article 44 -juniores
1. Juniors are affiliates engaged in amateur golf activities and are between the ages of 6 and 21.
2. Juniors are allowed to pay a reduced annual contribution.
3. Juniors affiliated, if the age of majority, have the right to attend the meetings of the Sports and Discipline Committee, but without the right to vote.
Article 45 – Rules for the admission of affiliates – Membership
1. An indispensable condition for being affiliated with the company is an irreproachable moral, civil and sporting conduct. The company, its members, affiliates and amateur athletes will apply for membership at the National Sports Federation or Sports Promotion Body to which it will decide to join and which grants the sporting jurisdiction to disciplining, also committing to paying the odds of Affiliation or aggregation or federal membership quotas.
2. To receive admission, each affiliate applicant must submit a specific application to the Company. For aspiring minors, the application must be submitted by one of the parents or by their homeowners.
3. The affiliate applicant, signing the application for admission, declares that he or she has all the requisites for admission to this qualification, to know and accept this Statute and to share the purposes of the Company and to comply with the precepts, The terms and conditions set out in this Charter and any internal regulations as well as the resolutions of the corporate bodies;
4. The parent who subscribes to the application represents the minor in all respects to the Company and responds to the same for all the obligations of the minor.
Article 46 – common rules for affiliates
1. Without prejudice to the issuing of a regulation, which will contain more detailed and detailed rules, affiliates are entitled to:
• to have the social card and to attend the premises, equipment and social facilities expressly assigned to them by the Company;
• to practice social sports in compliance with the rules laid down in the regulations of the individual sections;
• to take part in the social colors, subject to the agreement of the Sports and Sports Committee, competitions and sports events promoted by the Company or by other Bodies;
• to dress up the social uniform and to take on the category badges they belong to and the charge they hold;
• to request, on its own responsibility, temporary / daily frequency invitations for non-members of the Company, in the rooms and on the premises made available by the Company, within the limits set by the rules of the regulation;
• to submit candidates to affiliates, within the limits set by the regulation;
• to present in writing to the Sports Committee and proposals for regulations and complaints;
• to attend the Commission’s meetings;
• to be elected as members of the Sports and Discipline Commission (in short, the Commission) and the Board of Trustees (in short, the College), in accordance with the provisions of this Statute and the Regulations.
2. All affiliates have the duty:
• to maintain in every place and occasion such behavior as not to affect the dignity of gentlemen and sportsmen in them;
• to observe the rules of the statute, the regulations and in general any measures or deliberations taken by the competent organs of the company;
• not to oppose social activity and to behave correctly with respect to individual members;
• to refrain from taking part, in colors other than those of the Company, in sports activities and agonies practiced by the same, without the prior written authorization of the Commission;
• to pay, except for subscribed members and supporters, the ordinary and extraordinary contributions set by deliberations of the corporate bodies;
• to compensate for the damage caused to the Company, directly or through the invited persons, to the extent determined by the corporate bodies;
• to honor in due time all the obligations assumed in the context of the various social activities;
• not to carry out political activity on the premises of society;
• to notify the company of changes in domicile within the next thirty days.
Article 47 – Athletics Amateur Agonists
1. Sportiva, after a contribution determined by the administrative body from year to year, will be able to admit amateur athletes agonists (henceforth: athletes) who are not members or affiliates to attend, in whole or in part, the sports facilities of the Company , Or in the availability of the same, requiring the FIG to be admitted to them, in compliance with the requirements of the FIG Statute;
2. The admission of athletes shall be for a period of not more than one calendar year (for the first request for a period not exceeding the remainder of the calendar year in which such request is accepted) or for the different period provided for in Regulations Federal, and may be renewed annually;
3. Both the company and the athlete may withdraw each year.
4. By 30 May of each year, the athlete will have the right to apply for admission for the following year, with the commitment to pay the relevant annual contribution. On this request will be decided by the administrative body of the Company by June 30th.
5. An indispensable condition for admission as an athlete is an irreproachable moral, civil and sporting conduct.
6. All athletes shall enjoy the rights and are subject to the obligations of the Sports Regulations, the present By-Laws and the Rules of Procedure equally, subject to the general and uniform limitations provided for by this Statute.
7. With regard to minor athletes, parents or legal persons, they are the least affected by society and respond to the same for all the obligations of the same.
8. The Rules may include the subdivision of athletes into subcategories and shall in any case uniformly define the conditions and requirements for athletes belonging to categories and subcategories. It may also regulate the admission of non-athletes to attend sports facilities and the premises of the Society, subject to the provisions of the Statute and the Regulations of FIG;
9. Radiation from FIG or admission to attendance of the Company’s premises and premises for disciplinary action by federal or social justice bodies is a special cause of immediate withdrawal of the athlete’s admission to the attendance of the facilities and premises of the Company.
Article 48 – Associative contributions
1. All affiliates, excluding affiliated affiliates and affiliates, shall be required to pay an annual contribution to the extent that the administrative body must determine by 30 April of each year for the following year.
2. Contributions shall be paid in advance by the date fixed by the administrative body.
3. Annual contributions are not transferable, not even due to death or revaluation.
4. An affiliate who is not in compliance with payment may not exercise the rights as such; Will also be considered as resign if the deadline is longer than 31 December of the year to which the contributions relate.
Article 49 – one-off contributions
1. At the request of the Administrative Body, for reasons motivated by the company’s requirements, one-off payments may be required to the affiliates. The amount of the one-off contribution is determined by the Administrative Body.
2. From the one-off payment, the benemerites and the supporters are exonerated.
Article 50 – Sports Organizations of the Company
They are sports organs of society:
(A) The Sports and Discipline Committee (if appointed as deemed useful or appropriate);
B) The College of Probivir (if appointed, as it is deemed useful or appropriate)
Article 51 – Sport and Discipline Committee
1. The Sports and Discipline Commission (in short, the Commission) consists of an odd number of components, with a minimum limit of three and a maximum of seven. The members of the Commission are appointed by the Shareholders’ Meeting and elected by the members and all categories of members and affiliates, provided they are of the age of majority.
2. The Commission’s deliberations shall be valid when the majority of the members present at the meetings are present at the meetings and are taken by a favorable vote of the majority of those present.
3. A special minutes will be drawn up at each meeting of the Commission. A copy of the minutes must be made available to all members with the formalities considered most appropriate by the Commission to ensure its full dissemination.
4. The members of the Commission shall appoint the President and Vice-President of the Commission in their field. In the event of death, decay or resignation of members before the end of the mandate, they will be replaced by those who, at the last Assembly, and in the rank of vows, followed the elected. The elected members remain in office until the next Assembly. If, for any reason, the majority of the components fail, the entire Commission is considered to have fallen and needs to be renewed. 5. By verifying the case referred to in the preceding paragraph, the Assembly shall be convened immediately and without delay for the appointment of the new Commission. Up until its new constitution, and only on ordinary and / or urgent matters, the functions will be carried out by the Commission in decline.
6. The Commission normally meets twice a year at the convening of the President. It may also meet whenever the President thinks it appropriate or when a third of the Councilors is requested, even without special formalities. Counselors who are absent for unannounced reasons for three consecutive meetings are deemed to have fallen out of office and will be replaced by the previous article.
7. The Commission shall remain in office for three years; With it also expired members joined during that period.
8. All charges are honors.
Article 52 – Functions of the Sports and Discipline Committee
The Commission shall be given the following powers:
• the adoption of disciplinary measures in the first instance;
• the nomination, if deemed useful or appropriate, of the Sports Director, which may also be selected outside the Commission. In that case, he attends the meetings of the Commission with an advisory vote.
• the approval of the athlete’s technical training program and the sports training program of the Company.
Article 53 – Functions of the Commission as a body of first instance
1. Save the competence of federal justice bodies, all cases of indiscretion, non-compliance with federal and federal regulations, as well as misconduct of moral, civil and sporting amateur athletes as such will be judged by the disciplinary body of the first instance.
2. The Disciplinary Body decides after hearing the parties concerned and any witnesses and completing all the other investigations they deem appropriate.
3. The decision must be made in writing, briefly motivated and filed in the secretary of the company, a copy of which must be communicated to the interested parties to the parties concerned and to the Administrative Body by registered letter with acknowledgment of receipt.
4. Against the measure adopted, both direct parties concerned, counterparties and the company may appeal to the second instance Disciplinary Board within 15 (fifteen) days of notification of the decision. In the absence of such an appeal, the decision becomes final.
Article 54 – College of Probivires – composition and functions
1. The Board of Probiviri consists of three (3) actual members and two (2) alternates elected by members of the membership, affiliates and amateur sports. They shall appoint the President, who shall assist the meetings of the Sports Committee and of a disciplinary board with an advisory vote.
2. Custodians shall observe the observance of this Statute and of the rules and regulations of the members, members, affiliates and participants of the Commission and persons invested in social affairs and shall act in accordance with the matters referred to them under their jurisdiction Of the present By-laws by members and by the Commission.
3. In particular, the College of Probiviris is a second instance body in respect of disciplinary measures. 4. The rules governing the operation of that body shall be determined by the organic regulation.
5. The Board of Trustees is competent to judge the appeals proposed by directors concerned by counterparties or by the company against the disciplinary measures issued by the disciplinary body of first instance. The appeal to the Second Instance Disciplinary Board has the effect of suspending the execution of the contested measure.
6. Final decisions of the disciplinary bodies imposing one of the penalties must be filed at the headquarters of the company for a period of 15 days, unless the Commissions have a broader term.
7. The Commission shall remain in office for three years; With it also expired members joined during that period.
8. All charges are honors.
TITLE VI – SCIOGLIMENTO – COMPROMISSORY CLAUSE – GENERAL PROVISIONS
Art. 55 – Dissolution
1. The dissolution of the company will take place in cases and according to the law.
2. The Assembly, with special resolution to be adopted with the majorities envisaged for the amendment of this Statute, shall establish: the number of liquidators and the rules of operation of the college in the case of plurality of liquidators, the appointment of liquidators with indication of those It is up to the representation, the criteria on which the liquidation, the liquidators’ remit and the remuneration they have to make.
Art. 56 – Devolution of the heritage for sporting purposes
Adding to the dissolution of the company, from any given cause, the entire remaining assets after the payment of the debts and the obligations assumed by the company shall be devolved to other Societies or Sports Associations having similar purposes or other sports purposes, after hearing the body Of control of cui to the article 3, comma 190 of the L. of 23 December 1996 n. 662, and unless otherwise specified by law.
Art. 57 – Compromise clause
1. Any dispute arising between the members or between the members and the company which has rights relating to social relations may be referred to the judgment of an arbitrator appointed on the request of the most diligent party by the President of the Court of First Instance, Via ritual right.
2. This Article is binding on the Company and all its members, including those whose shareholder status is the subject of the dispute.
3. Arbitrary judgments shall also be settled in accordance with the foregoing procedures, including disputes filed by directors, liquidators and statutory auditors, or in their capacity as such, and in such case the judgment shall, upon acceptance of the assignment, be binding on them.
4. Sports disputes that can not be defined by the Sports Committee and the Board of Trustees pursuant to the foregoing articles shall be submitted to the Conciliation Commission provided for by the Regulations of Sport Federations and Sports Promotion Entities in accordance with their respective internal regulations.
Art. 58 – Domicile of the partners
1. The domicile of the members, in relation to all relations with the company, is in all respects the one resulting from the list of members in the Register of Companies.
2. Members are obliged to notify the Administrative Body of the company, for the purposes of the communications provided for by this Statute, its fax number and e-mail address.
3. It is the responsibility of the member to notify the change of his home address, his fax number and his e-mail address. If there is no indication of domicile in the Register of Companies, reference is made to the residence.
Art. 59 – Communications
1. All communications to be made pursuant to this By-Laws shall be made, if not otherwise provided or permitted, by registered letter with acknowledgment of receipt sent or delivered to the address of the addressee, which coincides with his or her registered office or place of residence A special domicile has been elected.
2. Communications made by e-mail or fax must be made to the e-mail address or telephone number officially filed at the company’s registered office and from social books.
3. All communications for which there is no evidence of their receipt by the respective consignee shall be deemed valid only if the consignee acknowledges that they have actually received them.
4. Whenever this Statute refers to the transmission of such a communication, it shall be effective from the moment it becomes known to the person to whom it is intended, provided that it is known as it reaches the addressee’s domicile. In the case of a communication by registered letter with acknowledgment of receipt, the term to refer to is the shipment of the registered letter.
Art. 60 – Computation of terms
All the terms of this statute are to be computed with reference to the concept of “free days”, meaning that the “initial” or “final” day is not considered to be valid for the purpose of the validity of the prescribed period.
Art. 61 – Single Member
The provisions of the present case also apply if the company has a single shareholder if and in so far as it does not necessarily presume a plurality of shareholders and if and in so far as it is compatible with the applicable law of a single person. F.TO PIERANTONI GUERRINO
F.TO MARCO ROCCHEGGIANI
F.TO FLAVIO GUIDES
F. ALESSANDRO ANNOUNCES
F.TO BABINI GIANCARLO
F.TO MALATINI ROBERTO
F.TO VITTORIO BORTOLUZZI follows the seal.