ARTICLES OF ASSOCIATION

NAME – LOCATION – PURPOSE

1. An Association is established with the following name

– ASSOSVEZIA, THE ITALIAN-SWEDISH CHAMBER OF COMMERCE –

2. The Association is based in Milan, Via Agnello 6/1. A change of address in the municipality of Milan does not involve a change in the articles of association. The Council may also set up secondary offices in other cities and, if necessary, appoint a local representative.

3. The purpose of the Association is to promote economic cooperation and trade between Sweden and Italy, helping to develop and maintain a positive image of the two countries, their economies and their products and services in the markets. The Association also aims to foster relations between people working in Swedish companies and Italian companies which, due to their businesses, have an interest in trade between Sweden and Italy.  The purpose is also pursued in collaboration with the Embassy of Sweden in Rome, the Embassy of Italy in Stockholm, the Swedish Consulates in Italy, the Italian Consulates in Sweden, the Swedish Trade Council, the Italian Chamber of Commerce in Sweden and the Union of Foreign and Italian-Foreign Chambers of Commerce in Italy.
   
   The main activities of Assosvezia will consist in the organization of events in Italy aimed at disseminating information about values, models, organizations and solutions, which are of particular importance in the Swedish entrepreneurial culture and held by Assosvezia to be worthy of emphasis for innovation or progress.
   
   The Association is a non-profit organization. However, it may provide, also for a fee, networking, consulting and commercial assistance qualified services including through its website.  The Association may also organize systems of Alternative Dispute Resolution.

ADMISSION – RIGHTS AND OBLIGATIONS OF MEMBERS AND ASSOCIATE MEMBERS

4. Participants in the Association are identified as:

• Members
• Associate members

Companies and professional firms can be admitted as Members, with the right to vote at a General Meeting, which in the unquestionable opinion of the Council can demonstrate a sufficient connection with Sweden (by way of example and not binding, with reference to the group to which it belongs, the business carried out, the customers or management).

When these articles of association take effect, the members of Assosvezia may retain this status.

Businesses, professional firms and individuals who apply for membership may be admitted as Associate members, without the right to vote, after approval by the Council.

5. Those who wish to be part of the Association must make a written request to the Council. The Council is obliged to keep an up-to-date register of Members and Associate members.

6. Members and Associate members may withdraw at any time by written notice to the Council. Withdrawal does not give right in any case to the reimbursement of the membership fees paid nor fulfils the obligation to pay the membership fee for the current year, if due. Members and Associate members may be excluded from the Association, by resolution of the Council, in case of non-payment of the membership fee or for other serious reasons.

7. Members and Associate members are required to pay the membership fee at the time of registration and by 31 January of each subsequent year. Member status gives the right to participate in the activities of the Association and attend General Meetings with voting rights. The right to vote is suspended for Members who have not paid the membership fee.  Associate member status gives the right to participate in the activities of the Association and attend General Meetings without voting rights.

GENERAL MEETINGS OF THE MEMBERS AND ASSOCIATE MEMBERS

8. The General Meeting of the Members and Associate members is responsible for deciding on the following matters:
   a – appointment and revocation of Council members, their alternates and the Auditors;
   b – appointment, on an optional basis, of one or more Honorary Presidents, including non-members and associate members, with the right to participate in the activities of the Association, in General Meetings and meetings of the Council without voting rights;
   c – approval of the annual financial statements;
   d – amendment of the memorandum of association or the articles of association;
   e – promoting liability actions against council members;

f – winding up of the Association;

g – any other matter submitted to it by the Council.

9. The General Meeting is called by the Council at least once a year, before the end of March, for approval of the financial statements and whenever the Council deems necessary. A General Meeting must also be called without delay when at least one tenth of the Members makes a justified request in writing.
10. The decisions of the General Meeting are passed by an absolute majority of votes. In the first call of the meeting, at least half of the Members must be present, whilst in the second call of the meeting, which must be on a different day from the first call, the decisions will be valid whatever the number of those present. Members may be represented by other Members or Associate members with written proxy.  No Member or Associate member may represent more than five Members by proxy.  Council members have no voting rights in decisions approving the financial statements and those concerning their liability.
    Resolutions on amending the memorandum of association, the articles of association and winding up of the Association require at least half of the Members to vote in favour.  In the last instance, the minutes of the meeting must be drawn up by a notary.

11. The General Meeting is chaired by the President of the Council, or by another person appointed by those present, who, with the help of a secretary chosen by him or her (including non-members), draws up the minutes to be recorded in the relevant register.

12. The General Meeting shall be called by written notice sent to the Members and Associate members, also by fax or e-mail, at least ten days before the meeting. This notice shall indicate the place, day and time of the meeting and the agenda.

13. Resolutions of the General Meeting may also be passed by written consultation, with the exception of those falling within the matters referred to in letters c, e, and f of art. 8 above. The written consultation procedure is not subject to any particular constraints, provided that each Member is guaranteed the right to participate in the decision and adequate information is guaranteed to all those entitled. The resolution is adopted through the written approval of a single document, or of several documents containing the same decision text, by at least half of the Members, also by fax or e-mail. The procedure must be concluded within 10 (ten) days from its beginning or within a different deadline indicated in the text of the resolution to be adopted.

14. Any Member, Associate member, standing or alternate Council member or Auditor may request in court the annulment of resolutions of the General Meeting contrary to the law, the memorandum of association or the articles of association within ninety days of their approval.

MANAGEMENT OF THE ASSOCIATION

15. Management is entrusted to a governing Council made up of three to fifteen standing Council members representing the Members or Associate members. The Council members remain in office for two years unless otherwise decided by the General Meeting, and may be re-elected, but their term of office may not last for more than four consecutive years.
    
    Each standing Council member may propose, at any time, the nomination of an alternate Council member to replace him or her in the event of his or her absence or impediment. Each alternate Council member shall be appointed by the General Meeting and shall remain in office for as long as the standing Council member for whom he or she is an alternate remains in office, except for revocation or resignation.
    
    The Council appoints from among its council members a President and up to two Vice-Presidents, as well as a Managing Director who are separately assigned representation of the Association in dealings with third parties and in court. The Council shall also appoint a Treasurer from among the council members.
    
    The President and Managing Director are responsible for driving, coordinating and guiding the activities of the Council.
    
    The Council may set up a Committee comprising the President, the Managing director, at least one Vice-President and one or more council members, in order to give continuity to the work of the Council, with organisational, advisory and possibly operational functions.

16. The Council

• manages the Association in accordance with its aims;
• decides on the amount of membership fees and the payment methods;
• manages the funds transferred by the Members, the Associate members or by third parties, as well as the proceeds from activities carried out by the Association;
• decides on the admission of new Members or Associate members or their exclusion according the criteria of these Articles of Association;
• draws up the Association’s financial statements;
• regulates the activities of Members and Associate members within the Association.
  
  The Council may grant powers to one or more of the council members or to the Committee, if established, and grant specific mandates also to third parties to carry out activities in the interest of the Association.
  The Council may open, transfer and close secondary offices, appoint and remove representatives in the interest of the Association.

17. The Council shall meet whenever the President deems it appropriate or when a Vice-president or at least two Council members request it, upon written notice to be sent, including via e-mail, at least three days before the meeting, indicating the place, date of the meeting and the agenda. Resolutions are passed by a majority of those present. The Council may validly pass resolutions if at least half of the Council members in office are present, taking into account the alternate Council members only if they replace absent standing Council members. In the event of a tie, the casting vote will go to the person presiding.
    
    The Council may meet also via teleconference and/or videoconference, provided that it is ensured that the participants can be identified and that they can actively participate in the discussion. In this case, the Council meeting is considered as held in the place where the President and secretary of the meeting are located, in order to allow the minutes to be drawn up and signed at the end of the meeting.  Resolutions of the Council may also be passed through written consultation.  In this case the procedure is not subject to any particular constraints, provided that each Council member is guaranteed the right to participate in the decision and given adequate information. The decision shall be taken by means of written approval of a single document or several documents containing the same decision text by the majority of the Council members, including by e-mail.  Decisions adopted with the abovementioned procedure must be recorded in the register containing the Council’s resolutions.

18. Should one or more Council members leave office during their term of office, they will be replaced by the first non-elected Council members of the last General Meeting. In the absence of the latter, the Council members remaining in office may co-opt new Council members to the extent necessary. The co-opted Council members will remain in office only until the next General Meeting.

AUDITORS

19. The Association’s affairs are controlled by a board of three Auditors, chosen also outside the Association, who shall remain in office for two years and may be reappointed. At least one of the Auditors shall be entered in the register of Chartered Accountants.
    Except for legitimate reason, the auditors shall attend General Meetings of the Members and Associate members and meetings of the Council.

FINANCIAL STATEMENTS

20. The Association’s financial year corresponds to the calendar year.

21. The financial statements prepared by the Council shall be examined by the Board of auditors which accompanies them with a report to the General Meeting. The President, after consulting the Auditors, shall deposit the financial statements at the office of the Association and make them available to the Members and Associate members at least ten days before the date of the General Meeting which must discuss and approve them.

OTHER PROVISIONS

22. The Association may not distribute, even indirectly, profits or operating surpluses as well as funds, reserves or capital, except in the case that the distribution or destination in question is required by law.

23. Membership fees are non-transferable, non-refundable and may not be adjusted.

24. In the event the Association is wound up, the assets of the Association shall be transferred to another association with similar aims or for public benefit, after consultation with the body referred to in art. 3, paragraph 190 of Law no. 662 of 23.12.1996 and subsequent amendments.

25. Any dispute concerning interpretation of these Articles of Association and/or the exclusion of a Member or Associate member shall be referred to the decision of an arbitration board appointed in accordance with the Rules of the Assosvezia Arbitration Institute. The Court of Milan shall have exclusive jurisdiction over all other disputes, such as appeals against resolutions of the General Meeting and liability actions.

Approved at the General Meeting on 31 January 2013