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Statute

CHAPTER I ‐ OF THE ASSOCIATION

Art. 1 – Constitution, name and headquarters

In accordance with the Civil Code’s articles14 and following ones, an Association called “KYOTO CLUB ” is established. The Association has its registered office in Rome, Via Genova 23 and may establish operational offices also in other cities.

Art. 2 – Duration

The Association’s duration is until December 31st (thirty-first) 2040 (Two thousand forty), subject to extension or early dissolution by law and by this Statute.

Art. 3 – Aims

The Association is a non-profit organization and aims to disseminate the goals of the Convention Framework on Climate Change and the Kyoto Conference, to promote membership through the raising of awareness in the economic and institutional actors – at both national and EU level – towards reducing greenhouse gas emissions in the production and energy use, in the sectors of mobility, agriculture, land management and to protect the environment within a sustainable economic development perspective. The Association is non-party and pursues its aims preserving its independence. The Association adopts action guidelines to which Members adapt.

Art. 4 – Activities

The yearly action guidelines of the Association are prepared by the Governing Board and submitted for approval to the yearly Members’ ordinary Assembly. The annual action guidelines include the Association’s priority actions as well as the initiatives and projects deriving from them.

Art. 5 – External Relations

The Association, in the exercise of its activities, may, where this is deemed suited to its interests for the pursuit of the statutory aims, freely join other associations, enter into agreements with organizations and authorities, finance external activities or projects, receive tasks for the management of projects or other different initiatives, given that they are compatible with the Association’s aims. The President ‐ after having heard the Governing Board’s opinion ‐ consequently decides and binds the Association to the decisions made.

Art. 6 – Logo

The Association is characterized by a logo that Members, complying with the payment of membership fees, may use, after the agreement by the Governing Board, for activities in line with the Association’s aims. The Governing Board may prohibit the use of the logo when Members lose their status within the Association, use it in an improper way or fall into one of the situations foreseen by the art. 10 of the Statute.

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CHAPTER II – OF MEMBERS

Art. 7 – Membership and Termination

Membership is voluntary. Based on the acceptance by the Governing Board of the submitted membership application, Members may be business companies, consortia and their members, cooperatives and their members, associations, foundations, institutions and public administrations. Members are required to pay an annual fee whose amount is set by the Governing Board. The membership application must include the proof of payment of the membership fee as well as the acceptance of the Association’s Statute, the indication of the new Member’s representative and a of a deputy representative. The Member wishing to terminate its membership shall notify its decision through registered mail at least three months before the start of the new calendar year.

Art. 8 – Rights and Obligations of Members

The membership entitles Members to participate in the Association’s activities in the manner prescribed by this Statute and binds Members to respect the Association’s aims and to promote positive actions aimed at achieving the general objectives of the Association in accordance with the approved activity planning. The company, consortium, cooperative or public administration, foundation or association wishing to apply as Member must demonstrate that it has initiated one or more of the following processes or paths: be in possession of environmental certification; develop or have developed processes, products or activities fostering energy efficiency, renewable energies, sustainable and efficient use of materials and resources; have started the certification process with a commitment to conclude it within three years from the inclusion in the Association. In the case of multi-site enterprises, reference is made to the site where most of the production takes place. Associations and foundations or public administrations, instead, must prove to have aims or activities compatible with the Association’s aims.

Art. 9 – Contributions

Members are required to contribute to the Association an annual membership fee, whose sum and ways of payment are determined by the Governing Board. Payments will not be refundable, ratable, nor repeatable in any case, do not create the right to participation nor undivided shares, nor transmitted to third parties in any way. The membership fee shall be deemed referred to the calendar year and, in the case of membership during the year, may not be divided. The renewal of membership fees shall be paid by June 30th of the year for which the renewal takes place.

Art. 10 – Termination of the Member status

Memberships terminate:

  • by resignation;
  • by decision of the Members’ Assembly for behaviours which are contrary to the Association’s statutory aims.

The termination of the membership status does not entitle to a refund of any amount paid to any title to the Association. Resignations, in order to be acceptable and therefore exempt from the payment of membership fees, must be sent by registered mail within September 30th of the year preceding the one from which they enter into force. The termination of membership obliges the former Member to refrain from using both name and logo of the Association. The missed membership fee payment for two consecutive years is to be considered against statutory aims; Members remain obliged to pay the missed membership fees.

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CHAPTER III ‐ OF THE ASSOCIATION’S BODIES

Art. 11 – Bodies of the Association

The Association consists of:

  • the Members’ Assembly;
  • the President and Vice-Presidents;
  • the Governing Board;
  • the Board of Auditors.

All positions held are on a voluntary basis.

Art. 12 – Members’ Assembly

The Assembly is made up of representatives appointed by each Member which has paid its membership fee. Each Member is entitled to one vote. The Assembly is chaired by the Association’s President or, in case of absence or impediment, by one of the two Vice-Presidents.

Art. 13 – Summons of the Assembly

The Assembly is convened whenever the President or the Governing Board consider it appropriate or when a tenth of the Members has made a specific request by written notice, by telegram, fax or e-mail with acknowledgment of receipt, sent to each Member at least 5 days before the meeting. In the Assembly notice the day, time and agenda must be included. In case of first summons the necessary number of Members is not reached, the same notice may indicate venue, day and time for a second summons.

Art. 14 – Decisions of the Assembly

The Assembly is ordinary or extraordinary. The ordinary Assembly is valid when at least half of the Members are present and decisions are taken by the majority of them. In case of second summons the Assembly is valid irrespective of the number of Members present. The ordinary Assembly:

  • elects the President and the two Vice-Presidents as Governing Board Members and the Members of the Board of Auditors;
  • approves the yearly action guidelines proposed by the Governing Board;
  • approves the budget and closes the yearly accounts;
  • decides on the establishment of operational offices;
  • decides on extraordinary contributions, bequests and donations;
  • excludes Members and decides liability actions against the Governing Board Members.

The ordinary Assembly is convened at least once a year within May 31st for the budget approval and the closing of the accounts. The extraordinary Assembly decides on changes to the Statute and the articles of association and the early dissolution of the Association with the consequent allocation of the remaining funds. The extraordinary Assembly convened for amendments to the Statute and to the articles of the association is valid when at least three quarters of the Members are present and decisions are made by the majority of those present.
Decisions on the Association’s dissolution and on the transfer of the assets are to be taken by at least three quarters of the Members.

Art. 15 – Governing Board

The Governing Board is elected among the Members by the Members’ Assembly and is composed by the President and the two Vice-Presidents of the Association. The Governing Board is chaired by the President or, in case of absence or impediment, by one of the two Vice-Presidents. The President and the two Vice-Presidents, in the course of their mandate, may permanently involve in the Governing Board’s activities a maximum of two persons chosen among the Members.

Art. 16 – Summons of the Governing Board

The Governing Board is convened whenever the President or one of the Vice-Presidents request it by written notice, by telegram, fax or e-mail with acknowledgment of receipt, sent to each Member at least five days before the meeting. The meeting notice must indicate the date, time and meeting agenda.

Art. 17 – Decisions of the Governing Board

The Governing Board meetings are valid when at least two of its Members are present and decisions are taken by relative majority. In case of equality of votes, the vote of the President prevails.

The Governing Board:

  • accepts membership applications and decides on the termination of membership as defined by art. 10;
  • proposes to the Members’ Assembly the yearly action guidelines referred to in art. 4;
  • may appoint a Scientific Director and an Operating Director, whose tasks, powers and duties it defines;
  • carries out acts of ordinary and extraordinary administration in accordance with the yearly action guidelines voted by the Members’ Assembly;
  • prepares the proposed budget and the final accounts; decides on the requests received for the use of the Association’s logo;
  • proposes to the Members’ Assembly decisions on extraordinary contributions, bequests and donations;
  • may identify a Scientific Committee for proposals, opinions and recommendations which may be useful for its activities.

The Governing Board may delegate some of its powers to one of its Members or, through the President, for specific sectors also to third parties.

Art. 18 – President and Vice-Presidents

The President is elected for a three-year mandate among the ordinary Assembly Members. S/he is Member of the Governing Board and is the legal representative of the Association. S/he convenes and chairs the Governing Board meetings and is responsible for the implementation of its decisions and those of the Members’ Assembly. The two Vice-Presidents are elected from among the Members with the same procedures as for the President and they too are Governing Board Members. They assist the President and replaces him/her in case of absence or impediment. The President may mandate the Vice-Presidents for the performance of specific acts and may delegate some of his / her powers to third parties.

Art. 19 – Publication of decisions

The decisions with external and/or economic relevance by the Members’ Assembly, the President and the Governing Board must be made available to all Members through periodic information. Members have the right to request a copy of the minutes on topics and decisions which most interest them.

Art. 20 – Board of Auditors

The Board of Auditors consists of three Members, proposed by the Association’s Members and appointed by the Members’ Assembly. It provides feedback on the financial management, regularly checks the Association’s bookkeeping, accounting and cash flows and expresses its opinions through reports and financial statements. The Board may be invited to attend Governing Board meetings. Its term lasts three years and may be renewed.

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CHAPTER IV ‐ OF THE ASSOCIATION’S ASSETS

Art. 21 – Assets of the Association

The assets of the Association consist of:

  • the annual membership fees contributed by Members;
  • donations and bequests or from the transfer of assets in any capacity in favour of the Association;
  • public and private funding for the implementation of projects;
  • the income deriving from the annual management;
  • investments.

With its assets the Association covers the costs for its functioning and for the implementation of the activities approved by the Governing Board and which are not covered by other sources of funding.

Art. 22 – Administration and budgets

Being the Association non-profit, it must use, after the deduction of investment and functioning costs, up to ninety per cent of its resources for the direct and indirect expenses related to the activities implemented in accordance with its statutory aims. In case of inability of expenditure, surplus resources will be allocated to the activities of the following year.

Art. 23 – Allocation of assets in the event of early termination

In the event of the Association’s early termination, the remaining assets, upon decision by an extraordinary Assembly meeting, will be transferred to entities with similar aims.

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