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STATUTE OF UNIONE PRODUTTORI ITALIANI VITERIA E
BULLONERIA (U.P.I.V.E.B.)

Article 1

Establishment

A trade Association named:

U.P.I.V.E.B.
Unione Produttori Italiani Viteria e Bulloneria

representing the Italian Fastener Manufacturers was established.

The common use of the abbreviation U.P.I.V.E.B. is admitted for the sake of brevity.
The Association is based in Milan.
The fully paid-up capital totals € 25,822.84

Article 2

Structure

The Association structure provides for different Product Groups, each of them independently operating with its own Management Board.
Each Product Group carries out its activities in compliance with its own internal bylaws, which shall be approved by the Presidential Committee, and may be divided into individual Sections depending on their specific product typologies.
The acceptance of new Product Groups, and new Sections within them, is subject to the approval of the Presidential Committee and shall be subsequently ratified by the General Meeting of the Association.
In the event that a Company belonging to a specific Product Group starts another kind of production, it shall inform the U.P.I.V.E.B Board (Presidential Committee) thereof. In case this Company intends to join a different Product Group from the one it belongs to, it shall apply to the U.P.I.V.E.B. Board, which, in turn, shall take the final decision on whether accept or reject the application.

Article 3

Objects and Aims of the Association

The Association is a non-profit organization, which aims at dealing with all matters concerning the activities of the Companies that belong to the different Product Groups, and giving them assistance in all that concerns their activity in their specific industrial area.

Article 4

Membership – Conditions – Membership Termination

U.P.I.V.E.B. membership is subject to the condition that Members were regularly admitted to take part in one or more Product Groups in compliance with the regulations and terms provided for by the bylaws of each group.
These bylaws also provide for the case of membership termination and withdrawal from the different Product Groups.
Membership withdrawal from the different Product Groups shall automatically involve the termination of the Association membership.

Article 5

Membership Fees and Obligations

Each Member shall contribute to the operating costs of the Association according to a percentage that shall be preliminarily established at the beginning of each financial year by the Presidential Committee of the Association, and shall be later approved by the General Meeting of the Association.

Article 6

Association and Product Group Bodies

The Association includes the following bodies:

a) The Members' General Meeting
b) The Presidential Committee
c) The President
d) The Vice-President
e) The Secretariat
f) The Auditor
g) The Operating Committees

Each Product Group includes the following bodies:

1) The Group Members' General Meeting
2) The President
3) The Vice-Presidents appointed by the different Sections which form each Product Group.

All appointments and tasks within the Association and the Sections shall be performed free of charge.

Article 7

The Members' General Meeting

The Members' General Meeting:

a) Is called every year by the President within June 30, in order to approve the annual report and the Association fees established for each Member by the Presidential Committee.

b) An extraordinary General Meeting is called in order to deliberate on any modification brought to the Statute, the termination of the Association, and the appointment of one or more liquidators.

c) Furthermore, it may be called by the Presidential Committee in order to deliberate on matters the majority of the Committee intends to submit to the decisions of the General Meeting.

Each Member who is up to date with the payment of his membership fees has the right to one vote.
The decisions of the General Meeting are made with the favourable vote, whether on the first or the second call, of the voters' majority under Art. 21 of the Italian Civil Code.
Concerning any modification to be brought to the Statute, the presence of more than half of the Members, or their appointed Representatives, and the favourable vote of the participants' majority are required.

Article 8

The Presidential Committee of the Association

The Presidential Committee of the Association includes the Presidents and Vice-Presidents in office of the different Product Groups which form the Association, as well as the Italian Members of the EIFI (European Industrial Fasteners Institute) Board.
The Presidential Committee appoints the President and the Vice-President of the Association, who hold their office for two years and are re-eligible.
The tasks performed by the Presidential Committee are the following:
- It coordinates the activities of the different Product Groups, and is entitled to decide independently of the Product Groups about actions of common interest for the fastener industry.
- It controls the assignment and suspension of mandates and general or special appointments.
- It deliberates on an equitable distribution of the Association operating expenses among the Members, and proposes the General Meeting the amount of the annual membership fees.
- If considered appropriate, the Presidential Committee is entitled to appoint technical committees, and establish their composition, duration, tasks and powers.
- All the powers attributed by the Statute to the President and the Vice-President of the Association appertain also to the Presidential Committee. The Presidential Committee, in turn, is entitled to express itself through deliberations which are binding for the President himself.
- It draws up and presents the annual general report and the activity report to be submitted to the Members' General Meeting.
The deliberations of the Presidential Committee, validated by the favourable vote of the Members' majority, shall be put on record and signed by the President and the Secretary of the Association.
In the event of an equal number of votes, the President's vote shall prevail.

Article 9

The President

The President is elected among the Members of the Association by the Presidential Committee, and automatically becomes part of it in the event he was not yet a member of the Committee.
- He is the legal representative of the Association.
- He has the power of signature for any ordinary or routine act, and is empowered to appoint the Secretary of the Association to represent him in all his powers or in a part of them.
- He represents the Association both in its internal and external relations.
- He follows the relations with Italian and foreign organizations which pursue the same or similar interests as those pursued by the Association.
- He controls the employment and the resignation/dismissal of junior employees.
- He supervises the activities of the Secretariat.
- He calls the Presidential Committee.
- He calls the Members' General Meeting for the approval of the annual report.
The Presidential Committee is entitled to delegate all its powers or a part of them to the President.

Article 10

The Vice-President

The Vice-President has the President's vicarious functions.
He is elected among the Members of the Association by the Presidential Committee, and automatically becomes part of it in the event he was not yet a member of the Committee.
The Vice-President takes over the President's office in case of the President's absence or impediment, and takes up all his functions with the same powers granted to the President.

Article 11

The Secretariat of the Association

The Presidential Committee of the Association appoints the Secretary of the Association. The Secretary is directly under the authority of the President of the Association, and follows and takes care of the organization and the management of the office and premises of the Association
He takes care of the implementation and fulfilment of the decisions made by the Presidential Committee and by the Boards of the Product Groups, and in his capacity as Administrative Manager, he draws up the budget and the final balance of the Association.
He is in charge of the staff of the premises of the Association and is entitled to propose employment and dismissal of personnel to the President.

Article 12

The Auditor

The Presidential Committee appoints an Auditor. The Auditor is an external professional who shall perform his role with an open-ended contract, which may be cancelled by both parties upon one year's notice.
The Auditor shall be chosen among the members of the List of Certified Accountants.
The Auditor's role consists in auditing the account management of the Association and the annual report through inspections and cash flow checks, account book audits, by carrying out appropriate supervision and control activities aimed at ensuring the regular management of the assets and accounts of the Association.

Article 13

The Operating Committees

On the President's proposal, the Presidential Committee is entitled to establish a certain number of Operating Committees, which shall perform the tasks and the activities that from time to time the Association considers necessary. The Operating Committees are managed by a manager appointed by the President of the Association.

Article 14

Financial Year and Annual Report

At the closing of each financial year, the Secretariat of the Association shall prepare and draw up the annual report.
Every year, the annual report shall be first submitted to the Auditor's examination, and then to the Presidential Committee for examination and approval within April 30th.
At the same time, the Presidential Committee shall call through the President the Members' General Meeting within June 30th of the same year. The general annual report shall be then submitted to the General Meeting for approval, as well as the activity report referring to the aforementioned annual report, the planning report, and the budget for the following financial year, which shall include also the approved yearly membership fees.

Article 15

Termination of the Association

In the event of termination of the Association for whatsoever reason, the winding-up shall be carried out by one or more liquidators appointed by the Members' General Meeting with the help of the Auditor.
The common fund of the Association, consisting of the proceeds from membership fees and contributions, as well as grants of any kind transferred to the Association for whatever reason, shall be distributed – after having settled and taken out all existing liabilities – among the Members in proportion to the membership fees and contributions paid by each Member in the last two years.

Article 16

Arbitration Clause

Any dispute arising between the Members and the Association, and between the Members themselves, concerning the interpretation and enforcement of the rules provided for by this Statute and by the bylaws of the Product Groups, as well as the implementation and termination, anyway and for whatever reason determined by these rules, between Members and Association and between Members themselves, shall be submitted to the sole competence of a Board of three Arbitrators.
Each Party shall appoint its Arbitrator.
The third Arbitrator, who performs the functions of Chairman, shall be appointed by the first two Arbitrators, or in case of disagreement, by the President of the Court of Milan.
The arbitration claim shall be accompanied by the designation of the Arbitrator chosen by the claimant, and shall be communicated by registered letter.
Should the opposing Party not proceed to the nomination of its Arbitrator by registered letter within 30 days from the communication of the arbitration claim, the missing Arbitrator shall be appointed, on request of the first party to take action, by the President of the Court of Milan, who shall designate at the same time also the third Arbitrator.
The Board of Arbitrators shall come to a decision trying to reach an amicable settlement, without procedural formalities and with the broadest authority of investigation, and shall also make a decision on the arbitration expenses.

The decisions of the Board of Arbitrators are unappealable.

The venue of the Board of Arbitrators is Milan.

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