ARTICLES OF ASSOCIATION
Article 1 – Foundation – Domicile of Association
1.1. A nonpolitical and non-profitmaking Association has been formed named “WORLD EXPO COMMISSIONERS CLUB ASSOCIATION”. Hereafter and for short simply referred to as “Association”.
1.2. The Association is domiciled in 21, Piazza del Duomo, Milan – Italy.
The Association may open in other locations in Italy or abroad.
Article 2 – Goals of the Association
2.1. The Association is a non-profit organization and its goal is to help and support the countries participating in EXPO with their work; promoting meetings and exchanging know-how among EXPO Commissioners, their teams and those involved directly or indirectly with the EXPO organization.
2.2. Such goals are pursued through information exchange, in both Italy and abroad, as well as by planning assemblies, conferences, workshops and working groups.
Article 3 – Duration of the Association
3.1. The duration of the Association is set until 31st December 2050 and may be extended.
Article 4 – Members
4.1. Members are divided as follows:
i) Founding members;
ii) Honorary members;
iii) Full members;
iv) Associate members.
4.2. Founding members are corporate persons that have participated in the foundation of the Association. Their duty is to steer the activity of the Association, to monitor the activity of the Association as well as guaranteeing compliance with these Articles of Association. They have the right to vote in the Assembly and are eligible for board membership. Each member is entitled to nominate a maximum of 3 members to the steering committee.
4.3. Honorary members are individuals or corporate persons, as well as organizations who have shown outstanding support, also in economic terms, for the activities of the Association or who have made significant contributions in the realization of EXPO. They have the right to vote in the assembly and may be members of the board of directors. Appointment to this category of members is decided by the Board. The board may appoint a “Father of Expo” among the honorary members and up to twenty honorary councilors.
4.4. Full members are individuals who hold or have held the office of commissioners, vice-commissioners, hall director in the EXPO organization, or those belonging to the diplomatic corps of a State or BIE delegates. They have the right to vote in the assembly and may be members of the board or any other specific committees set up by the board. Appointment to this category of members is decided by the board.
4.5. Associate Members are individuals or corporate persons acting for organizations, companies or parties involved in EXPO. They do not have the right to vote in the assembly and may be members of the board as well as any other thematic committees set up and governed by the board. Appointment to this category of members is decided by the board.
4.6. Details are defined in internal regulations.
Article 5 – Access to the Association – Members’ Register
5.1. The Association is comprised of an unlimited number of members.
5.2. Members belong to the Association for an undefined period of time with no fixed terms.
5.3. The deeds and activities of all members are given freely without payment. Internal regulation will define the reimbursement of expenses for specific activities.
5.4. The Association grants equal rights and opportunities to all its members.
5.5. Access to the Association is defined by internal regulations and is decided by the board. Once approved, a member will be registered in the members register.
5.6. All members are registered in the members register and enjoy the same rights.
Article 6 – Rights and Duties of Members
6.1. Members are entitled to avail of initiatives promoted by the Association.
6.2. Members must comply with these Articles of Association and all internal regulations.
Article 7 – Termination of a Member’s office
7.1. The Member’s office will be terminated in the case of:
a) death; of an individual, or a corporate member because of the dissolution of a company
d) dissolution of the Association
Article 8 – Withdrawal
8.1. A member that does not want to continue working on the activities of the Association, may withdraw from it by giving written notice to the board. Withdrawal takes effect immediately irrespective of how it has been communicated.
Article 9 – Exclusion
9.1. The board may declare a member’s exclusion if this member has morally or materially damaged the Association, caused disorders or quarrels among its members, acted against the best interests of the Association or displayed inappropriate behavior.
Article 10 – Fund
10.1. The collective fund is variable and is comprised of donations, legacies and bequests; reimbursement for conventions, profits from secondary and occasional business and commercial activities, proceeds from event organization, fund-raising and general association activities; any endowment and contribution; business profits and corporate surplus, that will be used to carry out institutional activities and those directly related to it; movable and immovable goods, that will then belong to the Association, irrespective of how they have been acquired; any other reserve or legal reserve.
10.2. Reserved and business surplus cannot be distributed, in any form, either among members or during corporate life or at dissolution.
Article 11 – Organs of the Association
11.1. Organs of Association are the following:
a) Association assemblies
c) Board of directors
d) Other organizations set up by special internal regulations.
11.2. The activity of the Association and its regular function shall be guaranteed by the voluntary and free performances of its members.
Article 12 – Assembly of Association
12.1. Association assemblies represents all members and its deliberations, in compliance with the legal framework and these Articles of Association, are binding for all members even if absent or in disagreement.
12.2. Each founding, honorary and full member participating at an assembly has the right to vote. No proxy voting is admitted.
12.3. An assembly will be called for by the board of directors if considered appropriate or requested by 10% (ten per cent) of the total members with the right to vote.
12.4. An assembly is called for with a communication containing a short agenda sent by e-mail or any other suitable means at least eight days before the proposed date.
12.5. Entries in the members register shall be used for the summoning.
12.6. Assemblies takes place in the premises of the Association or in another location decided by the board of directors.
12.7. Assemblies are chaired by the president of the Association and, in case of his absence or unforeseen difficulties, by a senior member of the board of directors.
12.8. For each assembly the minutes shall be written up and then signed by the president. The assembly participants shall appoint a secretary to draw the minutes.
12.9. Assemblies shall be held at least once every year before the 30th of June in order to approve the statement of accounts.
12.10. The board of directors shall define regulations for the submission of proposals by its members, that they wish to propose for the agenda of the annual assembly.
Article 13 – Constituent and decisional quorum in the Assembly
13.1. Ordinary and extraordinary assemblies deliberate, in the first summoning, with an absolute majority of voting participants, irrespective of the number of members present.
Article 14 – Powers of the Assembly
14.1. Ordinary assemblies
a) Approve the annual statement of accounts and the financial statement of accounts forecast drawn up by the board of directors
b) Appoint the president and the members of the board of directors
c) Deliberate the removal of one or more members of the board of directors where a just cause has been established.
d) Have further powers defined by these Articles of Association and Italian law.
14.2. Extraordinary assemblies deliberate on proposals for the amendment of the Articles of Association and on dissolution, liquidation and devolution of the Associations assets.
Article 15 – Board of Directors
15.1. The board of directors is comprised of a minimum of seven and a maximum of twenty one directors appointed by the founding members of the Association and by a maximum of nineteen directors elected at the assembly. The appointment is for three years and directors may be re-elected.
15.2. The board of directors elects and defines the number and duration of vice-presidents. The board of directors may select vice-presidents from the Association members who have responsibility on specific committees defined by special regulations.
15.3. The board of directors is summoned by the president with a notice and a brief agenda sent by telegram, fax, registered post (with receipt of delivery) or e-mail at least five days before the assembly.
15.4. The assembly is deemed valid with the presence of (also through audio/videoconference) half its members and deliberates with the majority of the participants present.
15.5. The exclusion of a member of the board of directors means the automatic loss of office as member of the board of directors.
15.6. In the case of death, resignation or revocation of one of its members, the board of directors shall nominate a replacement to fulfill the role until the next assembly.
15.7. Apart from responsibilities established at assemblies, the board of directors holds all power of ordinary and extraordinary administration without exception. The board of directors is responsible for setting up all appropriate internal regulations.
15.8. The board of directors may appoint proxies and assign to them the necessary powers for specific deeds or categories of deeds. They may also delegate specific powers to one or more members without compromising the exclusive powers of the assembly.
15.9. For each assembly the minutes shall be written up and then signed by the president. The board of directors shall appoint a secretary to draw the minutes of the assembly.
Article 16 – President
16.1. The president of the Association is appointed in the memorandum of the Association and elected at an assembly of the board of directors. The term of office is for three years and the president is eligible for re-election.
16.2. The president shall represent the Association before third parties and before the court of law. The president may act in any legal proceedings and may appoint lawyers.
Article 17 – Financial year
17.1. The financial year ends on 31st December of each year.
17.2. The treasurer draws up the final statement of accounts within sixty days of the end of the financial year. Based on that the treasurer shall draw up the statement of accounts forecast for the following financial year that will be submitted for approval by the assembly.
17.3. It is forbidden to distribute, directly and indirectly, profits or surplus funds, reserves or capital during the lifetime of the organization. These shall be allocated in the legal reserve. Hence such profits and surplus shall be used to carry out institutional activities and other activities directly related to them.
Article 18 – Dissolution
18.1. In case of dissolution of the Association, for whatever reasons, its assets shall be transferred to other organizations with similar goals or for the purposes of public utility, after consulting the governing body and in accordance with the law, unless otherwise required by the law.
Article 19 – Legal reference
19.1. For any item not specified or otherwise required in these Articles of Association, the provisions in force will be applied.