Article 1 Name, Purpose and Seat
1. The Forum of the Chambers of Commerce of the Adriatic and Ionian area (the Forum hereinafter) is a non-profit voluntary and transnational association of the Chambers of Commerce and Economy, regulated by the Italian Laws. Public and private bodies and institutions, including Mixed Chambers, may also join it, provided that they share the same prerequisites and activities.
2. The Forum aims at establishing and developing economic, environmental and cultural integration among the Chamber bodies of the Adriatic and Ionian Sea area. Moreover, the Forum intends to provide a practical contribution to European integration and the expansion thereof, improve security and law and promote equal opportunities for men and women.
3. The Association also aims at studying, promoting and managing non-jurisdictional proceedings (arbitration, conciliation, etc.) to settle controversies among subjects coming from the countries of the Adriatic and Ionian area.
4. The Forum can join public and/or private associations, foundations and organisations, also international ones, which share the same objectives.
5. The Forum has its seat in the Chamber of Commerce of Ancona. Secondary seats may be established in any other States located within the reference area.
Article 2 Registration, Withdrawal, Forfeiture
1. The founding members of the Forum are the Chamber of Economy of Croatia – Regional Chamber of Split, and the Chamber of Commerce of Ancona.
2. Non founding members of the Association are divided between ordinary and supporting members. Ordinary members include the Chambers of Commerce and/o the Chambers of Economy and e other institutions of the Chamber system of the countries of the Adriatic and Ionian area. Supporting members of the Association include public bodies and/or private institutions provided that their aims are similar to the ones pursued by chambers of commerce and in any case related to the economic development of the territories, and/ or other Chambers of Commerce located in countries without access to the sea but belong to the same area. Supporting members are not allowed to be part of governing organs, but they can participate in the meetings of these organs as observers and without voting rights.
3. The Board of Governors, upon request of a legal representative, decides on the admission of non founding members, as Forum members on the basis of a formal decision, accompanied by the relevant decision of the competent body. Admission to the Association is finalized through payment of an annual membership fee as determined by the Association organs. Membership fees are not transferable.
4. Admission has no time limits, with the exception of withdrawal. Withdrawal shall be communicated via registered mail with acknowledgement of receipt to the Association by 31st October and shall be effective from 1st January of the following year.
5. Members shall pay membership fees in compliance with the terms and conditions defined in the articles of association.
6. Members shall loose their membership right should membership fee not be paid after one solar year. Forfeitur is declared by the Board of Governors following prior notice to the affected party.
7. The representatives of the body that decided on withdrawal or whose forfeiture of the membership right has been announced, will loose their rights in the Forum institutions.
8. A common discipline of the association modalities is applied between the associated members.
9. Every associated member is responsible for the obligations undertaken by the Association within the limits of the fee paid, notwithstanding the liability of the Association representatives, in accordance with the art. 36 and following articles of the Italian Civil Code.
Article 3 Tasks
1. The Forum shall perform the following tasks to achieve its institutional goals, facilitate and develop the activities of its Members:
– Support economic, social, cultural and scientific integration in the Adriatic – Ionian area;
– Create a common and global image within and without the Adriatic – Ionian area;
– Support trans-boundary co-operation in its capacity as transnational institution;
– Establish networks among institutions, bodies and associations;
2. It is entitled to undertake any activities connected with the above-mentioned tasks or favouring the accomplishment thereof. To this end the Forum may promote:
a) Working groups or teams dealing with topics of common interest;
b) At least one annual Forum involving all Chambers of Commerce belonging to it;
c) Economic development;
d) Development of the entrepreneurial spirit, small and medium enterprises, tourism, local initiatives in favour of development and employment;
e) Integration on the labour market and social integration;
f) Sharing of human resources and structures in the fields of research, technological development, education, culture and communication;
g) Environmental protection, energy efficiency and use of renewable energy sources;
h) Improvement of networks and services in the following sectors: transport, information and communication;
i) Co-operation in the legal and administrative sectors, mainly through the creation of common arbitration and conciliatory chambers;
j) Promote or carry out studies and research on the legal systems of the Adriatic countries, arbitration, conciliation and similar or related proceedings;
k) Support the training of experts on arbitration, conciliatory, expert and similar proceedings;
l) Establish relations with other arbitration institutions, universities, economic, entrepreneurial and professional organisations or any other subjects who are interested in alternative proceedings vis-à-vis state justice;
m) Organise arbitration, conciliatory and expert’s services;
n) Co-operation between citizens and institutions;
o) Management and organisation of communication activities, public relations, promotional initiatives, studies and projects;
p) Access to any type of financing, and EU funds in particular, to achieve the abovelisted goals.
Article 4 Prerequisites for the election of organs
1. The members of the organs of the Chambers of Commerce (presidents, board and/or council members of founding and ordinary members) and the temporary SecretaryGeneral of these bodies can be elected as members of the association’s organs.
2. The above-mentioned positions are freely assigned and no remuneration and / or benefit shall be paid, with the exception of the reimbursement of travel and accommodation expenses borne and documented.
3. The members shall no longer be in office, should they loose their position within the Chamber of Commerce or any other institution they belong to.
Article 5 Organs
1. The association is composed of the following organs:
c) Board of Governors
d) Board of Auditors
e) International Court of the Adriatic and the Ionian Area
Article 6 Members’ Meeting
1. The Members’ Meeting manages the Forum and defines the political and planning guidelines. Ordinary and extraordinary meetings can be held. Founding and ordinary members are entitled to participate in meetings.
2. The extraordinary meeting approves the amendments to the Articles of Association; it decides on the dissolution and liquidation of the Forum.
3. The ordinary meeting elects the President and Vice-president, appoints the members of the Board of Governors, with the exception of the two members voted by the founding members, approves the budget and the annual financial statement, appoints the Workgroups dealing with common economic-legal issues, approves the Rules submitted by the Board of Governors, decides on any other matter submitted by the Board of Governors or at least 1/5 of the members of the association.
4. The extraordinary meeting is duly formed upon first call when 2/3 of the associated members are present; the second call of the meeting is duly formed when the majority of the associated members are present; for decisions taken during the first or second call of the meeting to be valid, the favourable vote of 2/3 of participants is needed, with the exception of dissolution and liquidation, for which the favourable vote of at least 3/4 of members attending the meeting is needed.
5. The ordinary meeting is duly formed upon first call when the simple majority of the members is present; the second meeting is duly formed when 1/3 (one third) of the associated members is present; decisions are taken with the vote of a simple majority of participants.
6. All members of the meeting are entitled to one vote and attend it with their legal representative or delegate, chosen among the members of the Forum organs. Vote by proxy is accepted.
7. The meeting is summoned by the President.
8. The meeting takes place at least once a year at the Chamber of Commerce the President belongs to, or at the Chamber of Commerce appointed from time to time as the place of the annual Forum meeting.
9. The meeting can be called through a registered letter, fax or e-mail, provided that the Secretariat ascertains that the communication has been received.
Article 7 President
1. The President represents the Forum and answers for the Articles of Association and Rules. The Vice-President helps the President and replaces him, when the President is not present or has any impediments.
2. The President summons and chairs the Meetings and Board of Governors, implements the decisions of these organs, maintains relations with European and international organisations dealing with policies and financial instruments for the development of co-operation.
3. The President and Vice-President remain in office for 2 years.
Article 8 Board of Governors
1. The Board of Governors, in compliance with the political and planning guidelines provided by the Meeting, guarantees the continuity of Forum operations, takes all decisions concerning the implementation of operative projects aimed at reaching the goals set in the Articles of Association and promotes the co-financing that projects and programs need.
2. The Board of Governors decides by majority on the following issues:
a) Admission of new associated members;
b) Establishment of secondary seats;
c) Membership in public and/or private associations, foundations and organisations, also international ones;
d) Election of the Forum Secretary-General;
e) Assignment of Treasurer tasks to one of the members;
f) Annual fee to be paid by the members;
g) Rules for activity and proceedings of the Adriatic and Ionian International Court;
h) Rules for Work Committees;
i) Seats of work committees;
3. The Board of Governors performs any other activity not expressly assigned to the other organs.
4. The Board of Governors remains in office for two years; it is composed of founding members, ordinary members and honorary governors. It is composed the same number of members, including the President and the Vice-President, as the number of members of the Forum elected by the Meeting, with the addition of two members representing the founding members. Honorary governors can be added on to this composition.
5. The Board can be called through a registered letter, fax or e-mail, provided that the Secretariat ascertains that the communication has been received.
6. The meetings of the Board of Governors can also be held through video-conferencing system or any other appropriate system.
7. The Board of Governors may entrust its members with special tasks and activities.
8. The Board of Governors can have among its honorary members important personalities with well established experience in the world of chambers of commerce, who have served as presidents of chambers of commerce and stood out for their engagement.
Article 9 Board of auditors
1. The auditors shall monitor compliance with the laws, articles of association and rules, with special reference to the correct accounting procedures. In particular, the Board of Auditors shall report to the Meeting on the accounting of the previous year and on the budget of the current year.
2. The Board is composed of three permanent members and a temporary one, appointed by the Meeting. They remain in office for three years. During the first plenary meeting of the Board of Auditors, the President will be chosen among permanent members.
3. Should one of the members of the Board of Auditors resign or loose his rights, the members in office shall replace him by appointing one of the candidates previously voted by the Meeting but not elected, according to the classification list. These elected members shall remain in office till the end of the mandate of the auditors that were originally elected. Should voted but not elected candidates not be available, the Board of Governors shall summon the Meeting to elect substitutes within six months.
4. The members of the Board shall be reimbursed travel and accommodation expenses borne and documented.
5. Considering the origin of the members from various countries, the meetings can also be held through video-conferencing or other appropriate systems.
Article 10 International Court of the Adriatic and the Ionian Area
1. The international Court of the Adriatic and the Ionian Area manages arbitration and conciliatory proceedings, experts’ and arbitration activities, in compliance with the rules issued by the Board of Governors.
2. The Court is composed of a President, a Vice-President and three to seven members, as decided by the Meeting of the Forum, and a Secretary-General.
3. The President of the Court is autonomously voted by at least half of the participants, plus one, in the Meeting.
4. The President is chosen for his/her moral authoritativeness and legal competence, regardless of his/her nationality.
5. The Vice-President and the other members of the Court and the Secretary-General are appointed by the Board of Governors of the Association and selected among people not belonging to these two organs; they shall have undisputed moral qualities and proved experience in the legal and arbitration field. The Secretary-General can also be the SecretaryGeneral of the Forum.
6. In assigning these positions, the Board of Governors shall make sure that all countries belonging to the association are represented within the Court.
7. The status of Court member is not compatible with the position of governor of the Association or President of any other associated body.
8. The President and members of the Court cannot be appointed as board arbitrators by any party.
9. The members of the Court remain in office for four years and cannot be immediately re-elected. The continuation of the term of office of the members of the Court is not affected by the withdrawal of the Board of Governors that appointed them.
10. The members of the Court are entitled the reimbursement of travel and accommodation expenses borne and documented.
Article 11 Territorial Delegations of the Court
1. The Board of Governors of the Association, after consulting the Court, may authorise the establishment of territorial Delegations, providing the necessary logistic and organisation support to the activities of the Court in certain areas. Each Delegation shall have a seat and a secretariat, acting as proxy for the Secretary-General of the Court and according to his/her recommendations.
2. The Delegation offices can be used, for all practical purposes, as seats of the arbitration; arbitrators’ meetings and conciliatory, experts’ and arbitration activities can also take place there.
3. The deeds of the proceedings can be deposited at the Delegation offices.
Article 12 Secretary-General
1. The Secretary-General deals with the functional and administrative activities of the Forum. More specifically, the Secretary-General draws up and maintains the meeting minutes, records and archive. A Treasurer, in charge of drawing up the budget and annual financial statement and maintaining the accounting documents and books can be elected.
2. The Secretary-General is supported by a secretariat office, which organises the scheduled meetings of the Forum in co-operation with the Chamber of Commerce that will be the venue of the meeting, and also performs the necessary administrative and co-ordination activities, thus guaranteeing the continuity and consistency of all activities.
Article 13 Financial resources
1. The resources of the Forum include: a. Annual fee paid by members and defined by the Board of Governors; b. Contributions from bodies and any other system institutions; c. Public funds; d. Funds allocated by international organisations; e. Contributions from public and private institutions; f. Contributions from sponsors; g. Proceeds of services.
2. The financial resources shall be managed according to the set rules; the annual fee should cover administrative and management costs.
Article 14 Financial Year
1. The financial year is closed as of 31 December every year. As a normal procedure, the Board of Governors shall submit the accounting of the previous year and the budget regarding the current year to the Meeting within the first six months of the year and anyhow at the annual meeting of the Forum.
2. Any profits or management surplus cannot be distributed to the members, but exclusively used for the activities set by the art. 1.
Article 15 Dissolution
1. The dissolution of the Association can be decided by the Meeting, specifically called through an extraordinary procedure to decide thereon, with the favourable vote of at least three quarters of the participants.
2. In the case the dissolution procedure is decided, the same Extraordinary Meeting shall appoint a Settler to be preferably selected among the associated members, and establishing the Settler’s powers as well as the destination of the residual social fund.
3. Any surplus arising upon dissolution cannot be distributed to the members, but such funds shall be transferred to similar no-profit associations selected by the Extraordinary Meeting or assigned to public use purposes.
Article 16 Final and temporary rules
1. The first Board of Governors shall be composed of the representatives of the Chamber of Commerce of Ancona and the Chamber of Economy of Split and decide on membership in the period of time between the establishment of the association and the first Meeting.
2. The Board of Governors shall take all necessary measures to obtain the legal recognition and international legitimacy of the Forum.
3. The Italian Civil Code shall apply when no specific provisions are contained in these Articles of Association.