Articles of Association

The Associazione Nazionale Fabbricanti Articoli Ottici (National Association of Optical Goods Manufacturers), abbreviated as ANFAO ANFAO, with its registered office in Milan, is a member of Confindustria and Confindustria Moda, and adopts their logo and other distinctive signs, thus assuming the role of national component of the Italian industry representation system, as defined by the Confindustria Statute.

As a result, it acquires the consequent rights and obligations for itself and its Members.  ANFAO adopts the confederal Code of Ethics and the Charter of Associative Values, which are an integral part of these Articles of Association, inspiring its own organisational methods and behaviour from them and committing its Members to its observance.  

Upon resolution of the President's Council, ANFAO may join national, community and international organisations and bodies and may establish delegations or detached offices in other locations, establishing their organisation and tasks. 

ANFAO is independent, autonomous and non-partisan.

It is non-profit-making.  Its purpose is to promote, coordinate, safeguard and represent the general interests of its member companies, favouring their connection, progress and development, qualifying their products and services, representing them, also in coordination with Confindustria Moda, in relations with institutions and organisations operating in the field of research and training, standardisation, promotion and trade fairs, assisting them in all issues that directly or indirectly concern them, while respecting the roles and competences of the other components of the confederal system. 

In relation to the purposes for which it is constituted, ANFAO may contribute, also in coordination with Confindustria Moda, to the planning, coordination, implementation of interventions promoted or implemented, directly or indirectly, by the Institutions or Bodies connected to them and by research, training, standardisation Bodies, of qualification and promotion of the sectors in which the associated enterprises operate and of complementary ones, in Italy and abroad, as well as to acquire shareholdings in Service Companies, Consortia, Organisations, Federations and Bodies, or also to join other Associations, Federations and Bodies, both national and foreign, whose purposes are similar, akin and connected to those of these Articles of Association. 

Among others, it carries out the following activities, also in coordination with Confindustria Moda: 

a) it promotes and organises studies, research, debates and conventions on economic and social topics of general interest;

b) it collects and processes information and data concerning the sector, market trends and production issues in general, providing for their transfer to the Members

c) safeguards the general interests of the member enterprises in economic, trade union and tax matters;

d) draws up collective labour agreements and intervenes in the event of disputes over their interpretation and application;

e) nominates and appoints its own representatives to Bodies, Administrations, Institutions, Commissions and Organisations in general

f) it promotes the diffusion and knowledge, in Italy and abroad, of Italian eyewear through the most modern means of information and, in particular, also by publishing publications, producing radio and television broadcasts, films and computer products, organising specialised exhibitions, missions, studies and market research in Italy and abroad

g) it coordinates and promotes, also through directly-owned Companies or Exhibition Organisations, the promotion of the sector, with particular reference to specialised exhibitions, prevention and services in general;

h) more generally, it carries out all actions and initiatives deemed necessary to promote, protect and represent the general interests of the eyewear sector in Italy and abroad. 

In order to achieve its institutional aims, ANFAO may set up or take shareholdings in Bodies, Companies, Consortia and various Bodies, as well as carry out any operation, including movable and immovable property, provided that it is instrumental to the achievement of its institutional purpose and of a residual nature, without prejudice to its nature as a non-profit Association.  

ANFAO Members are divided into:

1) Full Members;

2) Aggregate Members. 

The following can join as Full Members 

a) Companies based in Italy that manufacture spectacles, lenses, optical items and instruments of any kind, their components and accessories (processing of raw materials and semi-finished products; machinery and equipment; frames; sun, industrial and sports spectacles; spectacle parts galvanic treatments and colouring, visors, spectacle lenses, contact lenses, spectacle cases and accessories for contact lenses), as well as manufacturing companies also operating in Italy that belong to multinational groups, provided that the latter have an office in one of the countries belonging to the European Union. 

b) Consortia for the production of goods and/or services made up of the Companies referred to in subparagraph a) above.

c) Companies that carry out activities for the production of services closely related to the activities of the companies referred to in subparagraphs a) and b) above.

d) Companies that carry out at least 2 of the 3 typical activities of an industrial company: design, production and marketing, upon specific determination by the President's Council.

Other entrepreneurial realities, entities or subjects that do not have the requisites set forth in this article 3 above, but carry out similar activities and that present elements of complementarity, instrumentality and/or economic connection with the entrepreneurship institutionally represented, having purposes of promotion and protection of specific interests, homogeneous or contiguous to those of ANFAO and/or in the System of which ANFAO is the entrepreneurial representation, may also join the Association as Aggregate Members, according to specific procedures established by the President's Council. 

The number of Aggregate Members must not in any case distort the representative qualification of the Association, in compliance with the Confederation's regulations on the matter.

Companies that are eligible to be Full Members cannot be associated as Aggregate Members. 

The President's Council determines the manner in which Aggregate Members participate in the Association's activities. 

All Members, as described above, are entered in the Association's Register of Companies and in the similar register kept by Confindustria, which officially certifies, for all organisational purposes, the company's membership in the System.  

A company or individual that meets the requirements set out in Article 3 (three) above and intends to join ANFAO, as a full or aggregate member, must submit a written application for membership, indicating the type of product produced, the number of employees, the turnover, the name of the company's legal representative, the nature of the activity carried out, membership of groups, even if in different sectors, the location of the company, and any other information required by the Association. 

The application must contain express acceptance of the provisions of these Articles of Association, of all the rights and obligations arising therefrom, and of the Confederation's Code of Ethics and Charter of Association Values.

ANFAO has the right to request additional documentation from the company or subject, which it is obliged to provide, consisting of, but not limited to, chamber of commerce visas, historical series of balance sheets, etc.  Representatives of companies wishing to join must provide full legal and moral reliability, also with reference to the Confederation's Code of Ethics. 

The President's Council decides on the admission of applicants as Full and Aggregate Members. 

For admission, the Company is not required to have the prevalence of the productions referred to in Article 3 (three) above. 

Against resolutions of the Presidential Board of non-admission, the interested party may lodge a reasoned complaint with the Arbitrators within 10 (ten) days of the relative communication. 

The appeal has no suspensive effect. 

Within the same terms, the interested party may lodge a reasoned complaint with the General Council against the rejection of the complaint proposed to the Arbitrators and subsequently appeal to the Special Board of Arbitrators against the possible rejection of the appeal proposed to the General Council. 

Each member may challenge, within 10 (ten) days from the relevant communication, the decision to accept an application for membership by means of an appeal to the Special Board of Arbitrators, which shall make a final decision.

Membership has a duration of 2 (two) years and is understood to be tacitly renewed, from one two-year period to the next, if it is not cancelled by registered letter with advice of receipt or by PEC to the address direzione@pec.anfao.it, which must reach ANFAO at least 3 (three) months before the expiry date.

The two-year period starts from the date of completion of the membership procedure established by the present Statute. 

The President's Council is required to inform the members of the accession of new companies during the first Assembly following their admission.  

Membership of ANFAO gives effective Members the right to receive the institutional, representation, protection, information, assistance and consultancy services provided by the Association and Confindustria Moda and those deriving from membership of the confederal system.  

On the other hand, aggregate Members are excluded from all those services involving direct representation, political and/or trade union representation and assistance and consultancy on the part of ANFAO and Confindustria Moda Regular Members also have the right to participate, intervene and elect actively and passively in the bodies of ANFAO and the Groups, provided that they comply with statutory obligations and in accordance with the procedures set out in these Articles of Association.  

Aggregate Members may participate in the Assembly and in the General Council, but they do not constitute active and passive voters in the Assembly and in the governing bodies; they only constitute active voters in the bodies of the internal articulations (i.e.: trade and territorial).  

Lastly, each Member has the right to have his or her participation in ANFAO and the Confederal System attested by certificates of membership signed by the President, as well as to use the logo and distinctive signs of the Confederal System within the limits provided for in the appropriate Regulations.  

Access to social offices and association positions is reserved for Full Members. Membership of ANFAO entails the obligation to observe these Articles of Association, the regulations and provisions implementing them, as well as the Confederation's Code of Ethics and Charter of Association Values.  

The activities of the member companies must be carried out in accordance with the principles of professional and business ethics and must not be detrimental to the image of the category, which is protected by ANFAO, or of any of its participants.  

The companies themselves, moreover, are obliged to comply with the conduct due as a consequence of their membership of the confederal system.  

In particular, the Member must:

• take an active part in the life of the association;
• apply conventions, collective labour agreements and any other agreement stipulated by ANFAO or the other components of the confederal system;
• not be at the same time a member of competing associations and/or adherents of organisations other than Confindustria and set up for similar purposes, nor take top membership positions in such organisations, except in the case where distinct branches of the same associated company require membership of different associations
• to provide ANFAO, in the manner and within the time requested, with the data and documents necessary to update the "Register of Companies", or in any case useful for the achievement of the statutory purposes;
• to pay the membership fees, according to the methods and terms set by ANFAO;
• to refrain from making statements to third parties outside ANFAO that have an impact on the interests represented by the latter, without prior coordination with ANFAO itself.  

In the case of groups of companies headed by a single control body, there is an obligation for all the Italian companies in the group with employees to adhere to ANFAO.  

Members who fail to fulfil their obligations under these Articles of Association shall be subject to the following sanctions:  

•  censure by the President of ANFAO, communicated in writing and motivated, for behaviour contrary to the association principles;
• suspension from the right to participate, as active and passive voters, in the ANFAO Assembly, from all services and all social activities, for a period not exceeding 12 (twelve) months, without prejudice to the Member's obligation to fulfil its contribution obligations. The sanction is deliberated by the President's Council and imposed in cases of contributory arrears of at least 2 (two) years; - forfeiture of the representatives of the Company who hold management positions in ANFAO, deliberated by the Special Council of Arbitrators for reasons of serious incompatibility with the office held by the Member due to the fact that the requirements necessary for its permanence in ANFAO are no longer met
• expulsion, decided by the General Council by qualified majority in the event of repeated violations of the obligations of membership when it is not possible to apply any other sanction under this article of the Statute. Expulsion is the sanction for cases of repeated delinquency (three consecutive years), unless there is a serious and proven impossibility of fulfilment, or other serious breach of obligations arising from these Articles of Association or the Confederation's Code of Ethics and Associative Values;
• expulsion of the representative in the association, decided by the General Council in the event of responsibility attributable to the latter in a personal capacity. It is always applied in the event of a legal dispute being triggered in the absence of the prior trial of the internal conflict resolution tools. It is understood that the member company whose representative in the association has been struck off retains the membership relationship in ANFAO.

In any case, it is possible to appeal to the Arbitrators within 10 (ten) days from the date of notification of the decision. 

The appeal has no suspensive effect.   

Membership is lost:

a) by cancellation, in the manner and within the terms provided for in Article 4 (four);

b) by cessation of the activity exercised, from the moment of formal notification;

c) by bankruptcy declared, with a final judgment. The President's Council has the power to suspend the member for the period between the pronouncement of a judgment declaring bankruptcy and its becoming final;

d) by expulsion in the cases provided for in Article 6 (six). 

The Presiding Board also has the power to suspend the Member if the latter is subject to bankruptcy proceedings and these are protracted in terms of time and complexity due to a deviant or instrumental use of the proceedings.

The transformation of the company name does not extinguish the membership relationship.

In any event, the Member is not released from the obligation to comply with the commitments undertaken pursuant to Article 4 (four). 

With the termination of the membership relationship, the Member automatically loses the external representation offices as well as the ownership of the social offices within ANFAO and the Confederal System. 

The company, whose membership relationship is terminated, is in any case obliged to pay membership contributions as set forth below: 

a) in the event of resignation within the terms, notification of cessation of activity, bankruptcy declared with a final judgment or expulsion, until the contractually established date of natural expiry of the membership relationship;

b) if the Member exercises the right of withdrawal for any other reason of incompatibility in the relationship with the association, it remains obliged to pay the membership contributions until the natural expiry date of the membership relationship;

c) the Member may withdraw for voting against changes to the articles of association, without prejudice to the obligation to pay the membership contributions until the end of the current calendar year.   

Members are required to pay ANFAO an ordinary annual contribution, divided by category: effective and aggregate, to the extent and in the manner decided by the Assembly. 

Extraordinary contributions, of an occasional nature, may be proposed by the General Council and must be deliberated by the Assembly, thus becoming compulsory for the members, except for those who at the time of the deliberation have applied for withdrawal. 

Any membership contribution is irrecoverable, non-transferable and does not constitute any right on the Association's assets in favour of the Member.  

The bodies of ANFAO are:

a) the General Assembly;

b) the General Council;

c) the President's Council;

d) the President;

e) the Vice-Presidents;

f) the Board of Auditors; g) the Arbitrators.  

The Assembly shall be constituted by the Members that are members of the Association in good standing with the payment of membership contributions, which may be made up to the day of the Assembly, who shall participate by means of their Legal Representative or other person with a written proxy provided that they are part of the associated Company or Entity.

Only one proxy per company/corporate group is admissible. 

Capitalised voting in representation at the Shareholders' Meeting is not permitted.

Companies for which the effects of disciplinary measures suspending the membership relationship are in progress may not attend the Shareholders' Meeting and may not receive a proxy. 

The Ordinary or Extraordinary Assembly shall be convened by the President of the Association at the registered office or elsewhere, or at the written request of the General Council, or of as many Members as represent at least 20% of the votes of the members of ANFAO. 

The Ordinary Assembly shall in any case be convened at least 1 (one) time per year, preferably 2 (two), for the examination and approval of the final and budget budgets. 

Extraordinary Meetings may be convened whenever the General Council deems it advisable, or when a request is made by the President's Council or by as many Members as represent a total of at least 20% of the votes of all the Members, or when a request is made by the Board of Auditors, limited to matters related to the exercise of the functions entrusted to it. 

The request must be addressed in writing to the President and must indicate the items to be placed on the agenda.

When the request also meets the requirements provided for by the Confederal regulations, the convocation shall follow within a maximum term of 20 (twenty) days from the date of receipt of the request. 

The convocation must be made by letter, e-mail or PEC to be sent at least 15 (fifteen) days before the meeting, indicating the place, day and time of the meeting, as well as the topics to be deliberated. 

In case of urgency, the Assembly may also be convened by letter, e-mail or PEC to be sent at least 5 (five) days before the meeting. 

Meetings may also be held by means of a tele/video conference system, guaranteeing appropriate modalities to maintain privacy and secrecy of the vote where applicable. 

Each Shareholder may be represented at the Assembly by another Shareholder, by means of a simple written proxy; each Shareholder may take one proxy from another Shareholder. 

In first call, for resolutions to be valid, at least 20% of the exercisable votes must be present, either in person or by proxy; in second call, which may also take place on the same day, provided that at least one hour has elapsed since the previous communication, or in a subsequent specific reconvocation, resolutions are valid regardless of the number of Members present, with the exclusion of electoral fulfilments, amendments to the Articles of Association and dissolution for which the minimum threshold of 20% is always required. 

Voting systems are established by the person presiding over the Assembly, but for appointments and resolutions concerning persons, a secret ballot is necessarily adopted, subject to the appointment of two scrutineers indicated by the Assembly. 

Resolutions of the Assembly are passed by a simple majority, without taking abstentions and blank ballots into account, in accordance with these Articles of Association.

Resolutions are binding for all Shareholders, even if not attending or dissenting, except for the exercise of the right of withdrawal. 

The Shareholders' Meeting is chaired by the President; in the event of his absence or impediment, by the Deputy Vice-President, who shall ascertain its valid constitution. 

The Assembly is attended by the Board of Auditors and the Arbitrators are invited.

The resolutions of the Assembly are recorded in the form of minutes signed by the Chairman and the Secretary of the Assembly.

The secretary is the Director of the Association or, in the event of his absence, a person designated by the Assembly.  

Members who are not up-to-date with their membership contributions are not allowed to vote, even if they are newly admitted. 

Each Full Member is entitled to a number of votes by virtue of the amount of the membership contribution paid in the year preceding the year in which the Assembly is held, except for newly admitted Members for whom the amount paid upon registration is valid. 

The votes due shall be counted according to the following table: 

EFFECTIVE MEMBERS VOTES

The Assembly: 

a) examines general problems affecting the category and determines the association's policies;

b) adopts acts of extraordinary administration and those reserved by law for the Assembly;

c) appoints the President and approves the general guidelines and programme of activities;

d) appoints the 5 Vice-Presidents on the President's proposal;

e) appoints ten members of the General Council;  

f) appoints the members of the Board of Auditors;

g) appoints the Arbitrators;

h) examines and approves the budget estimate by 15 (fifteen) December of the previous year and the final balance sheet by 30 (thirty) April of the following year, which may be extended to 30 (thirty) July in the event of justified reasons;

i) decides on the amount of ordinary membership fees and the amount of extraordinary contributions as per art.8 (eight) of the present Statute;

j) deliberates on changes to the present Statute, in accordance with art. 26 (twenty-six);

k) deliberates, in accordance with art. 27 (twenty-seven), on the dissolution and devolution of ANFAO's assets;

l) deliberates on any other subject on the agenda.  

The General Council may set up Groups and/or Committees for specific sub-sectors.  

Each group/committee shall have the task of addressing the specific issues of the sub-sector to which it is dedicated and shall be governed by its own Executive Rules, the rules of which shall comply with the principles of these Statutes and be approved in advance by the General Council. 

The General Council is appointed for 4 (four) years, until the approval of the budget for the fourth financial year, and is composed of: 

• by the President of ANFAO;
• by a variable number of up to 8 Vice Presidents of ANFAO;
• by the previous President of ANFAO;
• by the ten Councillors elected by the Assembly.   

At the invitation of the President, Presidents of Bodies, Commissions and experts may attend individual meetings of the General Council without voting rights. 

The Board of Auditors, the Arbitrators and the Past Presidents are admitted as permanent guests to the General Council.

Representatives of member companies are also admitted as permanent guests, up to a maximum number of 20% of the full members. 

Board members hold office for 4 (four) years and expire at the Ordinary General Meeting of even-numbered years.

They may be re-elected, but for no more than three consecutive terms in the same capacity.  

The convocation of the General Council shall be made by the President of the Association, at least every four (4) months, by letter, e-mail or PEC to be sent at least 7 (seven) days before the meeting, except in case of urgency for which no less than 3 (three) days' notice shall suffice.  

The President shall convene the General Council at the registered office, or elsewhere, whenever he deems it appropriate or at the request of the Council of Presidency, or whenever at least ¼ of the members request it in writing.  

10 For its meetings to be valid, at least half of its members must be present, each of whom has the right to one (1) vote. 

Meetings may also be held by means of a tele/video conference system.

Members connected by tele/videoconference shall only take part in voting by open ballot, unless appropriate arrangements are made to maintain the secrecy of the vote. 

Resolutions are passed by a majority of those present, without taking into account abstentions and blank ballots, and in the event of a tie, in open ballots, the President's vote prevails. 

Any member who fails to attend more than five consecutive meetings of the General Council or half of the meetings convened in a calendar year shall automatically forfeit his/her office, without prejudice to the fact that he/she may not be re-elected for at least one term following the declaration of forfeiture.

The forfeiture shall be declared by the General Council and communicated to the Secretary. 

The termination of the elected Board member's membership of the associated company he/she represents or the withdrawal of the company itself from ANFAO, including termination from the moment of its formalisation, shall also constitute grounds for forfeiture of office. 

The member of the General Council that is declared forfeited shall be replaced by the first of those not elected to the office until the renewal of the collegial body.

Failing this, he/she will be designated by the Assembly at the first convocation.

Attendance at General Council meetings cannot be delegated.   

The General Council: 

a) proposes to the Assembly the President and the Vice-Presidents and the programme of activities;

b) deliberates, following the directives indicated by the Assembly, on what is necessary for the best implementation of the social purposes, for all that which is not reserved, by law and statute, to the Assembly 

c) decides on the constitution and/or modification of internal components such as Groups or Committees, and approves the relative Internal Rules;

d) promotes and implements whatever is deemed useful for the achievement of the statutory purposes;

e) determines the procedures for the membership of Members;

f) ratifies the resolutions of the President's Council on the admission of new Members 

g) it decides on the termination of Membership;

h) it determines the modalities by which Aggregate Members participate in the Association's activities;

i) it prepares the budget and final accounts and submits them to the Assembly for approval, depositing them at the disposal of the Association Bodies and individual Members at least 30 (thirty) days before the date of the Assembly convened to examine them; 

j) proposes the amount of the ordinary annual contributions distinguished by category of Members, establishing the methods of payment, as well as proposing the amount of the extraordinary contributions pursuant to art.8 (eight) of these Articles of Association, to be submitted for deliberation to the first useful Assembly;

k) deliberates acts of extraordinary administration;

l) approves any regulations implementing the Articles of Association of the Association.  

The President's Council is appointed for 4 (four) years, until the approval of the budget for the fourth financial year and is composed of:

• the President of the Association;
• a variable number of up to 8 Vice-Presidents of the Association. 

The previous President of ANFAO is invited to the Presidential Council as a permanent guest. 

The term of office of the President's Council must necessarily be staggered by one year with respect to the term of office of the General Council. 

The President may also invite to individual meetings of the President's Council those Councillors to whom the General Assembly or the General Council has conferred special tasks and on individual topics Chairs of Commissions, experts, etc. 

The Board of Auditors and the Arbitrators may attend, without the right to vote.

The President's Council is attended, without voting rights, by the Director General. 

Meetings may also be held by means of a tele/video conference system.

Members connected by tele/videoconference only take part in voting by open ballot, unless suitable methods are guaranteed to maintain the secrecy of the vote. 

The Presidential Council is convened by the President, at least every two months, by letter, e-mail or PEC, sent at least 7 (seven) days before the date of the meeting, indicating the place, day and time of the meeting and the matter to be discussed.

In case of urgency, the convocation deadline is reduced to 3 (three) days.

The Presidency Council may also be convened when ¼ of its members request it. 

Meetings of the Presidency Council are valid when at least half plus one of its members are present. 

Resolutions are passed by a majority of the votes due to the participants, taking into account abstentions and blank ballot papers; in the event of a tied vote, the resolution obtaining the President's consent prevails.  Each member of the Presidency Council is entitled to one (1) vote.  

Attendance at meetings of the Presidency Council cannot be delegated. 

Any member who fails to attend more than five consecutive meetings of the Presidential Board or half of the meetings convened in a calendar year shall automatically forfeit his or her office, without prejudice to non-re-eligibility for at least one term of office following the declaration of forfeiture.

The forfeiture is declared by the Presidency Council and communicated to the Secretary.   

The President's Council: 

a) defines and implements the strategic lines of the Association's activity;

b) approves the proposal of the final balance sheet and of the contribution resolution;

c) examines and deliberates on important problems pertaining to the implementation of the Association's aims and, within the framework of the resolutions taken by the General Assembly and the General Council, takes all the extraordinary administration acts delegated by the General Assembly and the General Council 

d) assists the President in the implementation of the resolutions of the General Council and the Assembly;

e) approves, the guidelines for the structure and staffing, necessary for the functioning of the Association;

f) appoints and revokes the General Manager 

g) it takes initiatives in order to strengthen solidarity between the Companies of the category and intensify their collaboration;

h) it deliberates on the admission of new Members;

i) it appoints ANFAO's representatives at Bodies, Administrations, Institutes, Commissions and Organisations in general 

j) in case of urgency, it may take resolutions that fall within the competence of the General Council, except for the appointment of Presidents and Vice-Presidents, unless necessary ratification by the latter body at the first subsequent meeting;

k) in case of urgency, it may take resolutions that fall within the competence of the Assembly, unless necessary ratification by the latter at the first subsequent meeting.  

The President is elected by the General Assembly of the Members upon proposal of the General Council; he remains in office for four (4) years, expiring in odd years, with no possibility of extension or further re-election.

The candidates for the Presidency to be put to the vote of the General Council are identified by the Appointment Commission, as per Art. 18 bis below, after consulting the Members. 

If the Commission of Appointment verifies and ascertains the absence of candidates, for particularly exceptional reasons, it may propose to the General Council - subject to the favourable opinion of the Special Board of Arbitrators - the confirmation of the outgoing President for a period equal to only two years.

This proposal must be approved by the General Council, by secret ballot, with a quorum of at least three quarters of the eligible members and 80% of the voting members, and by the Assembly with the favourable vote of 75% of the voting members.

The President has, to all intents and purposes, the legal representation of ANFAO, both vis-à-vis third parties and the member companies and in legal proceedings, with the power to act and resist in legal proceedings, appointing lawyers and attorneys in litigation.

He performs all other functions provided for in these Articles of Association. 

He presides over the Members' Assembly and sees to the execution of the resolutions of the President's Council, the ordinary administration of the Association, and the supervision of the performance of the offices and services.

In performing his duties, the President is in constant contact with the Vice-Presidents in order to collectively draw up directives for their activities. 

The President may delegate some of his powers to the Vice-Presidents, collectively or individually, with particular reference to economic, trade union and external relations.

The President exercises, on an urgent basis, the powers of the President's Council, with ratification of measures adopted at the first useful meeting. 

In the event of the President's absence or impediment, all his powers are exercised by the Vice-President designated by the President himself by proxy or, in the absence of a proxy, by the oldest Vice-President. 

Should the President cease to hold office, the Shareholders' Meeting for the new election must be held within 6 (six) months and the President-elect shall hold office until the Ordinary Shareholders' Meeting at which his predecessor would have ceased to hold office.

  The title of Past President is only awarded in the event of normal completion of the term of office, except in the event of early termination for health reasons.  

The Appointment Commission (the 'Commission') presides over the proper and effective conduct of the organisational process for the election of the President, ensuring the widest possible consultation of the Associates.

 The Appointment Committee is entrusted with proactive functions of qualitative selection of candidates and analysis and possible synthesis of the indications of preference, programmatic evaluations and expectations of representation expressed during the consultations.  

The Commission is composed of the last three Past Presidents provided that they are representatives of regularly associated companies and do not hold elective or non-elective political offices.  

The Commission must take office at least 3 (three) months and no more than 5 (five) months before the expiry of the President's term of office; in case of early termination, due to resignation or impediment, within the following 30 days.

The Commission's activities shall last no longer than 6 (six) weeks after taking office.

 The Commission may accept self-nominations within the first week after taking office, which must be supported by at least 10% of the Members entitled to participate in the Assembly and in good standing.    

By means of a specific communication to the Associates, the Commission shall solicit self-candidates with the relevant programmes and verify, in agreement with the Special Board of Arbitrators, the personal and professional profile of the candidates for the purposes of eligibility.  

The Commission must activate a specific e-mail address for communications concerning the nomination.

The Commission must also prepare a calendar that includes at least 5 (five) meetings for nomination activities and must communicate it to the members with sufficient notice.  

The Commission may carry out its activities even if there are only two members; in the event of a definitive impediment, the number of members of the Commission must be supplemented with the last Past President, proceeding backwards.  

At the end of the consultations, the Commission informs the Members of all the candidates and draws up the final report summarising the evaluations gathered on the candidates, concerning the respective programmes and the indications that emerged from the consultations.

The report is accompanied by a binding and mandatory opinion of the Special Board of Arbitrators concerning the candidates' professional profile.  

The report is submitted to the General Council through reading by the oldest member of the Commission.

The General Council identifies the President candidate from a maximum of three candidates and submits the vote to the General Assembly, which decides on the appointment of the President by secret ballot, even in the case of a single candidate, with the majority of those present, without taking into account abstentions and blank ballots, but counting void ballots.  

The ballot paper must bear the alternative vote of approval / non-approval of the proposal of the President designated by the General Council.  

To obtain the office of President, the affirmative vote of the majority of the votes present is required, regardless of abstentions and blank ballots, but counting void ballots.

In the event of a failure, the procedure laid down by Confindustria regulations shall be followed.  

The Commission shall in any case submit to the vote of the General Council those candidates who certify, in writing, that they have obtained the consensus of at least 20% of the assembly votes cast by registered companies in good standing. 

In the implementation of the programme of activities, in the management and representation of the Association, the President is supported by a variable number of up to 8 (eight) Vice-Presidents.  

To this end, following the formalisation of the nomination and prior to the General Assembly called to elect him, the President-designate shall present the General Council with the guidelines for his term of office, the programme of activities for the four-year period and propose the names of the Vice-Presidents. 

The General Council dismisses the programme and the proposal regarding the Vice-Presidents for subsequent deliberation by the Assembly. 

The Assembly votes on the programme and, by packet and secret ballot, on the proposal concerning a variable number of up to 8 (eight) Vice-Presidents and their mandates, assessing that they constitute a suitable team to ensure the representation of the different internal articulations. 

In the event of a negative vote by the Assembly, the candidates for Vice-Presidents may be re-proposed by a new designated President.

Vice-Presidents hold office for four (4) years and expire at the same time as the President.

Vice Presidents may be re-elected for a subsequent term of office (maximum term of office 8 years). 

Further re-elections are permitted after an interval of at least four years. 

Should they cease to hold office during their term of office, they are replaced, on the proposal of the President, by the Assembly and remain in office until the expiry of the President's term of office.  

The Ordinary Assembly of even-numbered years shall appoint by secret ballot 3 (three) Full Auditors and 2 (two) Alternate Auditors.

They shall supervise the economic and financial management of ANFAO and report to the Assembly on the financial statements. 

To this end, in time for the vote at the Assembly, the President shall solicit nominations by direct communication to all member companies. 

At least 2 (two) of the regular Auditors must be entered in the Register of Auditors.

Persons who do not have direct responsibility for the company may also be elected as auditors.

Persons from outside the association are also eligible. 

The Auditors appoint the President from among their number and attend the meetings of the Assembly and the meetings of the General Council and the Presidency Council.

They cannot be members of other ANFAO bodies, they hold office for 4 (four) years and can be re-elected for three consecutive terms.

Further re-elections are permitted after an interval of at least four years. 

On the occasion of the financial statements, they shall submit their report on the regularity of the bookkeeping to the Shareholders' Meeting, a report to be deposited at the registered office of the Shareholders at least 15 (fifteen) days prior to the date set for the Shareholders' Meeting. 

If, for any reason, a Statutory Auditor ceases to be present, the Alternate Auditor shall take the place of the Statutory Auditors in order of the number of votes obtained; in the event of a tie, the eldest shall take his place.  

The Ordinary Assembly elects 6 (six) Arbitrators, by secret ballot, in a year other than the year in which the President is elected, preferably in the previous year.

The arbitrators hold office for four (4) years and may be re-elected for a further consecutive term.

After a vacancy period, they may be re-elected. 

Each Member may express up to a maximum of 4 (four) preferences within a list consisting of more candidates than the number of seats to be filled. 

To this end, when convening the Assembly called for the election, the President shall invite the Members to submit their candidatures in writing in time for them to be put to the vote. 

Persons who do not have direct corporate responsibility may also be candidates for the office of Probearer. 

The office of Probearer is incompatible with the office of President, Vice-President and Probearer of another Confederated Organisation and Confindustria, as well as with any other office within the Association to which it belongs.

At the beginning of each year, the Arbitrators designate the 3 (three) members who shall make up the Special Board of Arbitrators for advisory functions, guidance on electoral, interpretative and disciplinary matters, and general supervision of the conduct of Association life.

The members are elected by the Assembly on a rotating basis from among the members designated by the Arbitrators, without resorting to a secret ballot unless they cannot be objectively shared. 

It is up to the Arbitrators, even at the request of only one of the parties, to settle disputes of any nature that have arisen between members and the association's components and that could not be settled amicably. 

The Arbitration Board is activated with the submission of an appeal within 60 days of the facts deemed prejudicial.

Each party concerned appoints a Probiter of its choice, chosen from among the Arbitrators elected by the Assembly who are not members of the Special Board. 

The appeal shall be notified by the secretariat to the other party, which shall be requested to appoint the trusted Probate and its substitute within the following 10 (ten) days.

Refusal or unjustified delay shall constitute a breach of the obligations of the Association and shall automatically result in loss of the arbitration proceedings.

The activation of the Arbitration Board requires the claimant to pay a security deposit by bank transfer to the Association's current account dedicated to special projects.

The amount of the security deposit is set by the Special College between 20% and 50% of the minimum membership fee.

The copy of the bank transfer shall be filed together with the appeal. 

The President of the Special Board shall be chosen from among the remaining Arbitrators who are not members of the Special Board with the agreement of the 2 (two) Arbitrators appointed by the parties.

In the event of disagreement, the appointment shall be requested by the 2 (two) Arbitrators already appointed to the President of the Court of Milan, who shall make the choice, again from among the Arbitrators elected by the Shareholders' Meeting that are not members of the Special Board. 

The Chairman of the Arbitration Board and the individual Arbitrators are required to declare in writing that none of the cases of incompatibility envisaged by Articles 51 and 52 of the Code of Civil Procedure, the Code of Ethics and the Charter of Association Values apply. 

Within 10 (ten) days following the identification of the President, the arbitration board must be formally constituted and the preliminary investigation phase must be opened. 

The board of arbitrators shall establish, from time to time, the rules of procedure and the means of investigation to be adopted to resolve the dispute under judgement, also bearing in mind the procedural criteria set forth in the confederal Rules of Procedure. 

The board of arbitrators shall judge according to equity and its decisions shall be in the nature of informal arbitration.  

The award must be decided by a majority of votes within 60 (sixty) days from the date on which the board was constituted and began examining the dispute; this term may be extended by a maximum of a further 30 (thirty) days. 

The award shall be communicated to the parties concerned and to the President of the Association within 10 (ten) days from the date of the deliberation.

The award is final, subject to appeal to the Confindustria Arbitrators within 20 days from the date of communication. 

In any case, the board of arbitration set up shall inform the Confederation Arbitrators of the dispute referred to it; in this regard, the Board of Arbitrators of the Confederation, on its own initiative or at the request of the board of arbitrators, may provide guidance in resolving disputes. 

The Special Arbitration Board acts at the instigation of the governing bodies.

It acts ex officio in the event of serious reasons or inaction. 

It may request the intervention of the Special Board of Confindustria to highlight the need for receivership.  

The Special Board issues compulsory opinions on the personal and professional profile of candidates for office; for the President the opinion is binding; it interprets internal regulations; it declares the forfeiture of association offices for reasons that make it impossible to continue in office; it oversees the general supervision of association life; it examines appeals on membership applications.  

The decisions of the Special Appeals Board may be appealed, no later than 20 days from the date of their communication to the party(ies), before the remaining Arbitrators, assembled in a Review Board, which decides by majority vote within 30 days from the date of receipt of the appeal.

The deadline for appealing before the Board of Review of sanctions imposed by the Special Board is 10 days from their communication. 

The office and function of Probovrator are performed free of charge.  

The General Manager assists the President and Vice-Presidents in the execution of the Association's activities and acts in accordance with the decisions of the collegiate bodies. 

He is responsible for the functioning of the Association structure and supervises all activities.

He participates, without voting rights, in the meetings of ANFAO's collegial bodies. 

Representatives of the companies that are members of ANFAO are understood to be the Owner, the Legal Representative as resulting from the Register of Companies of Confindustria, his formally designated delegate chosen from among the general or ad negotia attorneys who are members of the Board of Directors or General Managers.

Directors, Institutions and Managers of the Company are also considered representatives of the Company, upon formally expressed proxy. 

The office of President cannot be cumulated with any other office of the Association.

The office of Probearer and Auditor is incompatible with any other office of the Association. 

The offices are reserved for the Members' representatives, except for those referred to in Articles 20 (twenty) and 21 (twenty-one) of these Articles of Association. 

All offices are held free of charge.  

In compliance with the rules established by the confederation concerning the management offices of the System, the access to the management offices of the Presidency, of the President's Council of ANFAO and of the General Council is conditioned to the regularity and completeness of the represented Company's classification and to the respect of what specifically established by the confederal deliberations concerning the incompatibility between political offices and Association offices.

Offices held for more than half of the term of office are considered to be held for the entire term of office.  

ANFAO provides for its operating expenses:

a) with membership contributions;

b) with the income from its own assets;

c) with donations, disbursements and any other form of contribution from public and private bodies;

d) with the proceeds of all support activities. 

ANFAO's assets are made up of:

a) the reserve funds established and increased during the various financial years;

b) the Association's property. 

During the Association's life, it is forbidden to distribute, even indirectly, profits or surpluses, as well as funds, reserves or capital, unless the destination or distribution is imposed by law. 

In the event of the Association's dissolution, the Association's assets shall be devolved in accordance with the provisions of Article 27 (twenty-seven) of these Articles of Association.  

For each calendar year, a detailed budget is prepared and submitted to the Assembly by 15 (fifteen) December of the previous year, in order to transparently represent the sources of funding and uses by areas of activity and expenditure chapters.

For each calendar year, a balance sheet is prepared consisting of the balance sheet, profit and loss account and statement of sources and uses of funds.  

The balance sheet of ANFAO is accompanied by a certification report. Attached to it are the financial statements, with the report of the directors and auditors, of ANFAO's subsidiaries.

The proposed balance sheet shall be submitted to the Assembly for approval, together with the report of the General Council and the report of the Board of Auditors, no later than 30 (thirty) April of the following year, which may be extended, in the case of justified reasons, by the following 30 (thirty) July. 

The General Council shall approve proposed changes to the Articles of Association by an absolute majority of those present, representing 25% of the total membership.

Any amendment to these Articles of Association must be approved by the Extraordinary General Assembly of Members convened in the manner provided for in Article 10 (ten), attaching to the convocation the text of the amendments proposed for approval for the appropriate prior information of all the Members.

For this Assembly to be valid, both in the first and second convocation, 20% (twenty percent) of the votes due to the Associates must be present. 

A qualified majority of not less than 55% (fifty-five per cent) of the votes present at the Assembly, representing at least 15% of the total votes, is required for the approval of statutory changes. 

In particular cases, the General Council may submit amendments to the Statute to be approved by an absolute majority of the votes of all the Members by means of a referendum among the Members. 

Assobiomedica Members that have disagreed with the adopted amendments during the vote or referendum are allowed the right of withdrawal, to be notified by registered letter A.R., within 30 (thirty) days from the communication of the amendments themselves. 

With regard to the payment of ordinary contributions, the withdrawal shall take effect from 1 (one) January of the following year.  

When the dissolution of the Association is requested by a number of Members representing not less than one third (1/3) of the total number of votes, a special Assembly must be convened to deliberate on the matter.

 The General Council approves the dissolution proposal by an absolute majority of those present representing 25% of the total membership.  

This Assembly, to be convened by registered letter A.R., shall deliberate validly with 65% (sixty-five) of the votes present representing at least 30% of the total number of exercisable votes.  

The Assembly shall appoint the liquidator and determine his powers.  

The destination of the Association's assets shall be determined with the resolution of the Assembly that decided the dissolution in accordance with the procedures and the legal obligation to devolve the remaining assets to another Association with similar purposes or for purposes of public utility.  

Title VII Referral rules and entry into force of the Statute 

For all that is not expressly provided for in these Articles of Association, reference is made to the general principles, the Code of Ethics, the Charter of Association Values, the Articles of Association and the Regulations of Confindustria, as well as the relevant legal provisions in force.

These Articles of Association enter into force upon approval by the General Assembly.