Statute

Art. 1 – Founding Principles

THE LEONARDO COMMITTEE (ITALIAN QUALITY COMMITTEE) is a non-profit association, incorporated under the auspices of Confindustria and the Italian Trade Promotion Agency (ICE), on the initiative of certain leading Italian figures who defined its objectives and extended participation to other figures by inviting them to become members.

The Italian Trade Promotion Agency and Confindustria are founding members, and are therefore represented at the General Meeting by their respective pro tempore legal representatives and entitled to be members of the Executive Board.

Since application of Law no. 214 of 22 December 2011, ICE –the Italian Trade Promotion Agency, hereinafter the “Agency”, has been named Founding Member in replacement of the ICE.

The Association may be joined by Italian and overseas companies and figures interested in supporting promotion of the overall image of Italy and Italians abroad.

Art. 2 – Registered Office

THE LEONARDO COMMITTEE (ITALIAN QUALITY COMMITTEE) has a registered office at the Agency in Rome, and may also operate via the network of Founder Members’ offices in Italyand overseas.

The period of the LEONARD COMMITTEE (ITALIAN QUALITY COMMITTEE) is set to last until 31 December 2050, which may be extended by a special resolution from the Members.

Art. 3 – Aims

The Association is a non-profit organisation that promotes the Italian economy, culture, science and technology, as well as the overall high quality of Italian products, with a view to:

– raising awareness overseas of the Italian economy, culture, technology and science, in the interests of enhancing Italy’s prestige;

– promoting Italian presence overseas through high-quality products;

– disseminating Made in Italy products;

– through support from internationally renowned Italians, encouraging implementation of initiatives that spread Made in Italy quality and technology around the world;

– proposing and activating any initiatives that may ensure achievement of its goals.

In order to achieve these objectives, the following activities may be carried out:

– organisation, in Italy and overseas, of conferences, meetings, round tables, exhibitions, fairs, radio and television broadcasts, and any other type of event, initiative or intervention, in order to enhance and spread the excellence of Made in Italy, disseminating it as widely as possible via the press, television, cinema and exhibitions in Italy and overseas;

– organisation of training and refresher courses;

– carrying out of studies and research;

– awarding of prizes and scholarships;

– writing and dissemination of publications aimed at achievement of its goals;

-grant television, picture and audio-visual recording rights, in Italy and overseas, relating to events organised by the Agency;

– support all events deemed appropriate;

– sign agreements with national and international organisations.

Art. 4 – Financial Requirements

The Association finances its activities via support from:

  • the Agency – determined by the availability of annual promotional funds to be allocated for the implementation of specific initiatives on behalf of Made in Italy;
  • Confindustria;
  • via membership fees from Active Members, set annually by the Executive Board and subsequently approved by the General Assembly;
  • any donations from Honorary Members or public and private third parties;
  • with the various sources of funding expressly provided for by current legislation.

Art. 5 – Members

The Agency and Confindustria are Founding Members.

Active Members of the Leonardo Committee (Italian Quality Committee) are legal and physical persons who enjoy an indisputable reputation in their respective fields, in terms of the quality of their work, their international profile and their exemplary probity in dealing with third parties. Active Members undertake to pay annual membership fees.

Honorary Members are public and private institutions and other individuals – both physical and legal persons – from the worlds of science, the arts, culture and business who, on the recommendation of the Executive Board, agree to share the aims of the Leonardo Committee.

Past Presidents of the Leonardo Committee, the Agency (ICE) and Confindustria remain on the Committee as Honorary Members.

Art. 6 – Founding Members

Founding Members have the right:

  • to participate, via their pro tempore legal representatives, and with the right to vote, in meetings of the Executive Board and the General Assembly;
  • to participate in all the initiatives announced or organised by the Association.
  • to comply with the Statutes, the regulations and the resolutions of the General Assembly;
  • to collaborate in activities and support the work of the Association;
  • to support, under all circumstances, the decisions and activities of the Association, as well as promoting them among third parties;
  • to contribute towards funding the activities of the Leonardo Committee by supporting its organisational expenses.

Founding Members have the obligation:

Art. 7 – Active and Honorary Members

Active Members have the right:

  • to participate in General Assemblies convened by the Association, at which they have the right to vote;
  • to participate in all the events announced or organised by the Association;
  • to collaborate in activities and support the work of the Association.
  • to comply with the Statutes, the regulations and the resolutions of the General Assembly;
  • to pay annual membership fees, in accordance with the terms and procedures laid down by the Executive Board.
  • to participate in General Assembly meetings convened by the Association, without the right to vote;
  • to participate in all the events announced or organised by the Association;
  • to collaborate in activities and support the work of the Association;
  • to support, under all circumstances, the decisions and activities of the Association, as well as promoting them among third parties.

Active Members have the obligation:

Honorary Members have the right:

Active and Honorary Members, pursuant to the final paragraph of art. 5, are appointed to the Association by the Executive Board, with subsequent ratification by an ordinary meeting of the General Assembly.

In order to be accepted as an Active Member of the Leonardo Committee, an application should be submitted, by at least one Member, to the Executive Board, via the office of the Committee’s General Secretariat including the candidate’s curriculum vitae or a dossier of relevant information.

Art. 8 – Loss of Membership

Loss of Active or Honorary Membership occurs for the following reasons:

  • Termination notified by a Member, via a registered letter with acknowledgement of receipt, addressed to the Chairman of the Leonardo Committee. Termination is valid for the following year if notification is received before 30 September, and if later than this date for the second following year.

Art. 9 – Governing Bodies

The governing bodies of the LEONARDO COMMITTEE (ITALIAN QUALITY COMMITTEE) are:

  • the General Assembly;
  • the Chairman;
  • the Two Vice-Chairmen;
  • the Executive Board;
  • the Secretary General;
  • the Treasurer;
  • the Board of Auditors;
  • the Board of Arbitrators.

Art. 10 – The General Assembly

The General Assembly consists of Active, Founding and Honorary Members.

Founding and Active Members are allowed to participate at the General Assembly by proxy via other participating Founding or Active Members. Each Founding or Active Member may represent no more than five Founding and Active Members by proxy at the General Assembly.

The General Assembly is convened and presided over by the Chairman, ordinarily at least once a year, to approve the budget and the final statement of accounts, via certified electronic mail with return receipt, or by fax or registered letter with acknowledgement of receipt, sent at least ten days before the meeting.

The notice of the meeting should also include the agenda.

A special meeting of the General Assembly may also be convened at the request of at least one third of the members of the Executive Board or of the Members with the right to vote, or by one of the Founding Members.

The duties of an ordinary meeting of the General Assembly include:

– approving the activities programme, providing operating guidelines to the Executive Board and approving the relative funding;

– electing the Chairman, the Executive Board and the Treasurer for three-year renewable terms of office;

– ratifying or rejecting appointments of new Members submitted to the Executive Board via a majority vote;

– ratifying expulsions of Members approved by the Executive Board, and taking note of any terminations;

– approving the budget and the annual financial statements;

– deciding upon the amount of membership fees;

– electing the Board of Auditors for a three-year renewable term of office;

– electing the Board of Arbitrators for a three-year renewable term of office.

The duties of a special meeting of the General Assembly include:

– approving amendments to the Statutes;

– approving the winding up of the Association and the transfer of residual funds.

Art. 11 – Resolutions of the General Assembly

Each Founding or Active Member is entitled to one vote.

Each Founding or Active Member may be represented at the General Assembly by another Founding or Active Member.

Each Founding or Active Member may have no more than five proxies.

An ordinary meeting of the General Assembly is validly constituted on first call if at least half of the members are present, including by proxy, and acts by a majority of those present.

On second call the meeting acts by a majority of those present, notwithstanding the number of attendees.

A special meeting of the General Assembly on first call acts by the favourable vote of the majority of Members. On second call, the meeting acts by a majority of those present, notwithstanding the number of attendees.

Amendment of the Statutes requires the convening of a special meeting of the General Assembly with the presence, including by proxy, of at least one third of Members with the right to vote, and the favourable vote of the majority of those present.

The Chairman of the General Assembly is the Chairman of the Association.

The Chairman of the General Assembly appoints a Secretary for the Assembly, who does not necessarily have to be a Member.

Minutes of General Assembly meetings are drawn up, and signed by the Chairman and the Secretary.

Art. 12 – The Chairman and the two Vice-Chairmen

The Chairman is elected for three years and, precisely, until approval of the financial statements of the third year following his or her appointment, and may be re-elected by the General Assembly, which freely chooses him or her from among the Active Members.

The pro tempore President of the Agency and the pro tempore President of Confindustria are entitled to be the two Vice-Chairmen. The de jure vice-presidency of the two Founding Members lasts for three years and, precisely, until approval of the financial statements of the third year following their appointment, and is duly reconfirmed with the appointment of the new Executive Board and the new Chairman.

The Chairman represents the Association in external relations with third parties regarding its institutional activities, convenes and chairs meetings of the Executive Board and the General Assembly, draws up agendas, and in case of need or emergency, adopts Executive Board measures, subject to the latter’s ratification.

The Chairman is responsible for representing the Association at court proceedings, and with regard to economic and financial matters.

In the event of absence or impediment of the Chairman, one of the two Vice-Chairmen, by proxy from the Chairman, represents:

· the Association in external relations with third parties regarding its institutional activities, convenes and chairs meetings of the Executive Board and the General Assembly, draws up agendas, and in case of need or emergency, adopts Executive Board measures, subject to the latter’s ratification;

· the Association at court proceedings, and with regard to economic and financial matters.

Art. 13 – The Secretary General

The Secretary General is appointed by the Executive Board on the recommendation of the Chairman.

The Secretary General reports to the Chairman and performs the duties assigned to him or her by the Executive Board and the Chairman. Following the resolutions passed by the Executive Board, the Secretary General is responsible for organisation of the offices and all executive activities, as well as for personnel management. The Secretary General takes part in the meetings of the Governing Bodies, but does not have the right to vote.

The Secretary General’s term of office is for three years and, precisely, until approval of the financial statements of the third year following his or her appointment; he or she may be re-elected.

Art. 14 – The treasurer

The Treasurer is appointed by the General Assembly for three-year term of office, precisely until approval of the financial statements of the third year following his or her appointment; he or she may be re-elected.

The Treasurer manages current assets, monitors expenses and coordinates the accounting activities of the Leonardo Committee relating to funds deriving from membership fees and private or other sources.

Art. 15 – The Executive Board

The Executive Board is proposed and appointed by the General Assembly and consists of a minimum of eleven members: the Chairman, the legal representatives of the two Founding Members, the former Chairman who last held the office, and at least seven Active Members.

The legal representatives of the Founding Members may be represented on the Executive Board by other persons appointed by them as proxies.

The Executive Board has a three-year term of office, precisely until approval of the financial statements of the third year following its appointment, and its members may be reconfirmed.

In the event that, due to resignation or for other reasons, one or more members are lacking, the Executive Board will implement a co-optation procedure. Such co-optation is subject to ratification by the subsequent meeting of the General Assembly.

Ordinary meetings of the Executive Board are convened by the Chairman – by fax, telegram or normal email – with five days’ written notice, at least twice a year. The notice should include the agenda of the meeting.

A special meeting of the Executive Board is convened on the initiative of the Chairman, or at the request of the majority of its members.

The Executive Board acts by a majority of those present. In the event of a tie, the Chairman has the casting vote.

The Executive Board oversees the organisational management of the Association’s activities and implementation of the actions approved by the General Assembly.

The Executive Board is responsible for day-to-day operations and carries out the following activities:

  1. oversees implementation of the resolutions of the General Assembly;
  2. defines annual financial requirements, which must be approved by the General Assembly;
  3. sets the membership fees to be charged to Members, which must be submitted to the General Assembly for approval;
  4. prepares the budget, which must be approved by the General Assembly;
  5. oversees implementation of General Assembly resolutions and executes the operating guidelines determined by approval of the budget;
  6. draws up agreements with other bodies and/or companies;
  7. appoints experts;
  8. sets the dates of ordinary and special meetings of the General Assembly;
  9. prepares financial statements;
  10. may establish internal rules and amend them;
  11. designates new Members to be submitted for ratification by the General Assembly;
  12. on the recommendation of the Chairman, appoints the Secretary General and determines the related remuneration.
  13. Participants at Executive Board meetings may intervene by means of audio and video conferencing systems.

In this case, it should be ensured that:

  1. all the participants at each point of connection are identified;
  2. all participants are able to intervene, orally express their opinion, and view, receive and transmit all the documentation, including the records of the discussion and the resolutions;
  3. an Executive Board meeting is deemed to held in the place where the Chairman and the Secretary taking minutes are present.

Art.16 – Budget – Financial Statements – Financial Year

The Committee’s financial year corresponds to the calendar year, and therefore begins on 1 January and ends on 31 December of each year.

The Executive Board prepares the budget and the financial statements for subsequent approval by the General Assembly.

In the preparation of the financial statements – comprising the balance sheet, the income statement and the notes – which should be approved by the General Assembly by the end of July, the standards provided for by articles 2423 bis et seq. of the Italian Civil Code should be complied with.

It is prohibited to distribute – including indirectly – profits or surpluses, as well as funds, reserves or capital, during the lifetime of the Committee.

Art. 17 – Honorary Chairmen

All former Chairmen of the Leonardo Committee are entitled to be Honorary Chairmen. The former Chairman who last held the office is entitled to be a member of the Executive Board.

Art. 18 – The Board of Auditors

Auditing of the accounts and management of the Association’s funds deriving from membership fees and from private or other sources is entrusted to the Board of Auditors, consisting of three statutory auditors, including the Chairman and two alternate auditors. The Board of Auditors has a three-year term of office, precisely until approval of the financial statements of the third year following its appointment, and it may be re-elected.

The Board of Auditors, which is proposed and appointed by the General Assembly, examines financial management, ensures that the accounts have been properly kept, and expresses its opinion in the auditors’ report on the financial statements.

On invitation from the Chairman, the members of the Board of Auditors may attend meetings of the Executive Board and the General Assembly.

At least one of the members of the Board of Auditors should hold professional qualifications pursuant to articles 2397 et seq. of the Italian Civil Code.

Art. 19 – The Board of Arbitrators

Any disputes between Members, or between them and the Association and its bodies, will in all cases not prohibited by law, and with exclusion of any other jurisdiction, be submitted to the Board of three Arbitrators, to be appointed by the General Assembly, which will arbitrate ex bono et aequo via informal procedures. The Board’s rulings are final.

Art. 20 – Winding Up of the Association

Any disputes between Members, or between them and the Association and its bodies, will in all cases not prohibited by law, and with exclusion of any other jurisdiction, be submitted to the Board of three Arbitrators, to be appointed by the General Assembly, which will arbitrate ex bono et aequo via informal procedures. The Board’s rulings are final.

Art. 21 – Final provisions

Regarding any matter not specifically provided for by these Statutes, reference should be made to the general principles and norms of the Italian Civil Code and other relevant applicable legislation.