Article 1 Name, Purpose and Seat
- 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 in the Adriatic-Ionian Macroregion, recognized by the European Union in the EUSAIR Strategy, and regulated under the Italian Law. Public and private bodies and institutions, including Mixed Chambers, may also join it, provided that they share the same prerequisites and activities.
- 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.
- The Forum can join public and/or private associations, foundations and organisations, also international ones, which share the same objectives.
- The Forum has its seat in Ancona, in the Chamber of Commerce of Marche. Secondary seats may be established in any other States located within the reference area.
Article 2 Registration, Withdrawal, Forfeiture
- The founding members of the Forum are the Chamber of Economy of Croatia – Regional Chamber of Split, and the Chamber of Commerce of Ancona, currently the Chamber of Commerce of Marche, following the Italian chamber system reformation process. 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-Ionian Macroregion. 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
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.
- 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.
- 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.
- Members shall pay membership fees in compliance with the terms and conditions defined in the articles of association.
- Members shall loose their membership right should membership fee not be paid after two solar years. Forfeiture is declared by the Board of Governors following prior notice to the affected party.
- 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.
- A common discipline of the association modalities is applied between the associated members.
- 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
- 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;
- It is entitled to undertake any activities connected with the above-mentioned tasks or favouring the accomplishment thereof, in conformity with the EUSAIR Strategy, adopted by the EU for the said area.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 of the area, and sectors that characterize the Adriatic-Ionian Region;
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; co-operation in the legal, economic, social and administrative sectors
i) Promote or carry out studies and research on the legal systems of the Adriatic countries, arbitration, conciliation and similar or related proceedings;
j) Co-operation between citizens and institutions;
k) Promotion and organisation of youth oriented activities, in order to incentive employment, entrepreneurship and creation of new businesses;
l) Promotion and organisation of communication activities, public relations, promotional initiatives, studies and projects;
m) projects aiming at fund raising from all sources, especially EU funds, aimed at realization of above
Article 4 Prerequisites for the election of organs
- The members of the organs of the Chambers of Commerce (presidents, board and/or council members of founding and ordinary members) and the temporary Secretary-General of these bodies can be elected as members of the association’s organs.
- 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.
- 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
- The association is composed of the following organs:
c) Vice presidents
d) Board of Governors
e) Board of Auditors
Article 6 Assembly
- The Assembly manages the Forum and defines the political and planning guidelines. The Assembly can be ordinary and extraordinary. Founding and ordinary members are entitled to participate at the Assembly.
- The extraordinary Assembly approves the amendments to the Articles of Association with prior opinion of the founding chambers, and thereupon decides on the dissolution and liquidation of the Forum.
- The ordinary Assembly elects the President and Vice-presidents, 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.
- The extraordinary Assembly is duly formed upon first call when 2/3 of the associated members are present; the second call of the Assembly is duly formed when the majority of the associated members are present; for decisions taken during the first or second call of the Assembly 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 Assembly is needed.
- The ordinary Assembly is duly formed upon first call when the simple majority of the members is present; the second Assembly 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.
- All members of the Assembly 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.
- The Assembly is convened by the President.
- The Assembly 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.
- The Assembly can be called through a registered letter, e-mail, provided that the Secretariat ascertains that the communication has been received.
Article 7 President
- The President is elected between the founding chambers, in turn, as per Art. 2, comma 1,and shall represent the Forum and answer for the implementation of the Articles of Association and the Rules.
- The President summons and chairs the Assembly and the 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.
- The President remains in office for 2 years.
Article 8 Vice-Presidents
- The Assembly shall elect three Vice-presidents between the members of the Governing Board, with the task to represent and take care of interests of the specific areas or the targeted economic sectors, as well as to assist the President in activities of political-strategic character, aiming at realizing full democratic participation, in conformity with the activities of the Association.
- One of the three vice-presidents is elected among the founding chambers, and shall be appointed as the deputy Vice-president. He shall substitute the President either in his absence or in case of the justified inattendance, or following his explicite power-of-attorney. The deputy Vice-president may transfer his authorities to another vice-president for the entire duration of his office.
- The Vice-presidents are elected for the 2-year-mandate period, in conformity with the office of the President.
Article 9 Board of Governors
- The Board of Governors, in compliance with the political and planning guidelines provided by the Assembly, 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.
- 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) Annual fee to be paid by the members;
f) Rules for Work Committees;
g) Seats of work committees;
- The Board of Governors performs any other activity not expressly assigned to the other organs.
- 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-Presidents, as the number of members of the Forum elected by the Assembly, with the addition of two members representing the founding members. Honorary governors can be added on to this composition.
- The Board can be called through a registered letter, e-mail, provided that the Secretariat ascertains that the communication has been received.
- The meetings of the Board of Governors can also be held through video-conferencing system or any other appropriate system.
- The Board of Governors may entrust its members with special tasks and activities.
- 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 10 Board of Auditors
- 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 Assembly on the accounting of the previous year and on the budget of the current year.
- The Board is composed of three permanent members and a temporary one, appointed by the Assembly. 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.
- 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 Assembly 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 Assembly to elect substitutes within six months.
- The members of the Board shall be reimbursed travel and accommodation expenses borne and documented.
- Considering the origin of the members from various countries, the meetings can also be held through video-conferencing or other appropriate systems.
Article 11 Secretary-General
- The Secretary-General is appointed by the Board of Governors, and is to be elected between the qualified candidates with experience and knowledge on chambers-of-commerce-system, on Italian legal framework, European Union, Adriatic-Ionian Macroregion and international relations.
- The Secretary-General deals with the functional, organizational and administrative activities of the Forum. More specifically, the Secretary-General draws up and maintains the meeting minutes, documents, records and archives, and staff management.
- 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.
- The Secretary-General shall remain on office for the period of four years, and may be re-elected.
Article 12 Financial resources
- 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.
- The financial resources are managed according to the Rules; whereas the annual member fees should cover both the administrative and the management costs.
Article 13 Financial Year
- 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 Assembly within the first six months of the year and anyhow at the annual Assembly of the Forum.
- Any profits or management surplus cannot be distributed to the members, but exclusively used for the activities set by the art. 1.
Article 14 Dissolution
- The dissolution of the Association can be decided by the Assembly, specifically called through an extraordinary procedure to decide thereon, with the favourable vote of at least three quarters of the participants.
- In the case the dissolution procedure is decided, the same Extraordinary Assembly 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.
- 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 Assembly or assigned to public use purposes.
Article 16 Final and temporary rules
- The Board of Governors shall take all necessary measures to obtain the legal recognition and international legitimacy of the Forum.
- The Italian Civil Code shall apply when no specific provisions are contained in these Articles of Association.