Article 1 – Name, term, registered office and purpose

In accordance with and for the purposes of Articles 36 et seq. of the Italian Civil Code, the “Unione Giuristi per l’Impresa” – UGI in short form – is established (hereinafter, the “Association”).

The Association is established for an indefinite period and establishes its registered office in Milan with the possibility of establishing one or more offices in other cities.

The Association is non-political and non-profit.

Art. 2 – Company Lawyer

The Association is made up of natural persons and brings together Company Lawyers of any nationality who meet the requirements for admission. The Association is also open to legal persons intending to support the purposes and activities of the same taking on the status of Supporting Member as defined below.

For the purposes of these Rules of Association and for the activities carried out by the Association, the term “Company Lawyer” is to be understood as the person carrying out professional activities of assistance and consultancy in legal matters for companies or groups of companies or bodies, both private and public, of any nationality, associations of companies, separate accounting entities (hereinafter jointly and individually defined as “companies“). The Company Lawyer participates in the decision-making and/or management processes of the company by providing legal advice.

The activity of Company Lawyer must be carried out in Italy or abroad, in the latter case in favour of Italian companies or companies controlled by Italian companies or foreign companies operating within the territory of the Italian State.

Art. 3 – Purposes

The scope and purpose of the Association is to promote the professional role of the Company Lawyer and legal affairs and/or legal offices within companies within the social context and the business world, favouring the professional development of the related activity in the interest of the Company Lawyer and the company itself, in accordance with the principles of these Rules of Association’s Code of Conduct and the rules established by national and European Union laws and/or regulations, including the Italian Code of Conduct for Lawyers, the Charter of Core Principles of the European Legal Profession and the Code of Conduct for European Lawyers.

Within the scope and in accordance with its purposes, the Association: 

a) promotes and favours activities, events and projects suitable for spreading, within Companies, a fair consideration and perception of the activity and role of the Company Lawyer;

b) promotes and favours relations between the Association and the Italian and/or European public authorities (including independent agencies, authorities and advisory bodies) as well as other associations, including those within the same field;

c) provides for the promotion and organisation of events, specialisation courses,workshops, study groups, master’s courses, conferences, conventions, forums and seminars for the in-depth study of legal and economic issues of interest to companies;

d) promotes the publication and dissemination of editorial and scientific contributions drawn up by its members, also collaborating with publishing houses and training institutions;

e) encourages the exchange of information, professional skills and ideas among its members, supporting their proactive initiatives aimed at sharing and collaborating;

f) favours and promotes relations with professional bodies, associations and bodies in general, national and foreign, international bodies and organisations;

g) takes care of and promotes the general development of its activities and favours the professional development of its Members.

The Association, through its bodies and committees, expresses opinions, studies and observations on economic and legal matters or in any case related to promoting the activities of Company Lawyers. The instructions and decisions of the Association can never be considered as having been taken by the companies its Members belong to.

Art. 4 – Categories of Members and requirements for admission to the Association

The Association is made up of the following categories of members:

• Founding Members;
• Standard Members;
• Honorary Members;
• Supporting Members

(jointly also referred to as the “Members“)

A)Founding Members

For the purposes of these Rules of Association and the Association itself, “Founding Members” are those who have been members of the Association since its inception, included in the memorandum of association. The Founding Members are also those who took part in the first Board of Trustees of the Association. The Founding Members have the same obligations and rights as Standard Members.

B)Standard Members

“Standard Member” means the person who, in possession of the requirements listed below, has submitted an application to become part of the Association as subsequently ratified by the Executive Committee of the same.

The threshold requirements for the submission of an application to become a member of the Association are as follows:

1)           possession of a master’s degree in law obtained in Italy or in a member state of the European Union;

2)           carrying out continuous legal consultancy activities for a specific company or group of companies, either as an employee of the company or as a freelance consultant in relation to the company [[(in this case the consultancy must be carried out mainly for a specific company and at its offices)]];

3)           enjoyment of civil and political rights;

4)           working knowledge of Italian or English;

5)           absence of disciplinary or criminal proceedings or decisions against them for malicious actions relating to the activity of the Company Lawyer.

C)Honorary Members

“Honorary Member” means any person who:

1. a)as a Standard Member, has contributed significantly to achieving the aims of the Association, as acknowledged by the Board of Trustees, which has consequently provided for said proclamation;
2. b)has held the office of Chairperson;

D)Supporting Members

“Supporting Member” means the legal person that has submitted an application for admission to the Association as subsequently ratified by the Association’s Executive Committee. Supporting Members do not have any voting rights and are merely allowed to attend the Members’ Meeting. They may not hold any office within the association.

Art. 5 – Procedure for the admission of Standard Members

The admission of Standard Members must be ratified by the Executive Committee.

The application to become a Standard Member must be addressed to the Chairperson on the basis of the model made available, from time to time, by the Association and must be accompanied by the following documentation:

• statement in lieu of certification as to education level and curriculum vitae;
• statement in lieu of certification as to the absence of criminal convictions for malicious actions inherent to the activity of Company Lawyer;
• statement in lieu certification as to the performance of the role of Company Lawyer, indicating the name of the company or companies for which the activity is carried out.

The Executive Committee ratifies the applications with the right to order, at its sole discretion, the assessment of the substantive requirements for admission.

If the application for admission is not ratified, recourse to the Appeal Board is allowed within 30 days of notification to the interested party. The decision of the Appeal Board is final.

Becoming a Member of the Association implies full acceptance of the Rules of Association, the Code of Conduct and the Association’s regulations.

Art. 6 – Procedure for the proclamation of Honorary Members

The transformation from Standard to Honorary Member status takes place following an evaluation process of the Board of Trustees. On the proposal of the Executive Committee, the Board of Trustees of the Association is invited to evaluate the work of the Standard Member, identified by the Executive Committee, on behalf of the Association and the establishment of the same in the role of Company Lawyer.

The Executive Committee may identify, in the course of a calendar year, a maximum of two Standard Members who have completed at least [[ten]] consecutive years of seniority within the Association to be proposed to the Board of Trustees for the evaluation of the transformation of the status to Honorary Member.

The Board of Trustees proclaims, by a majority of its members or, in the event of an equal vote, on the basis of the decisive opinion of the Chairperson (or, in their absence, of the Vice-Chairperson), the transformation of the status of the Standard Member in question into an Honorary Member.

Art. 7 – Duties of the Members

All Members are required to respect the Rules of Association, the Code of Conduct and any regulations adopted by the Association and the deliberations of the Association’s bodies, as well as to maintain impeccable civil and moral conduct, refraining from any conduct that may compromise the reputation and dignity of the Association and the Company Lawyers.

Standard Members, at the time of registration and at the beginning of each calendar year, are required to pay a membership fee, the amount of which is established from year to year by the Board of Trustees.

The Executive Committee may at any time ask the Standard Members for the documentation necessary to verify the permanence of the membership requirements in the Association.

Standard Members must inform the Association without delay as to the cessation of the activity of Company Lawyer.

Art. 8 – Cessation

Members cease to be a part of the Association due to:

a) resignation;

b) cessation of the activity of Company Lawyer or interruption of the same for a period of more than one year; this provision does not apply to Founding Members and Honorary Members;

c) if exclusion is decided on by the relevant bodies of the Association following a disciplinary investigation;

d) if exclusion is decided on following non-payment of membership fees for at least 2 years.

The measures referred to in letters b), c) and d) above must be adopted by the Board of Trustees by an absolute majority of the members or, in the event of a tie, on the basis of the decisive opinion of the Chairperson (or, in their absence, of the Vice-Chairperson). Appeals against such measures may be made to the Appeal Board within 30 days of notice being served on the party to whom the measure is addressed. The decision of the Appeal Board is final.

Art. 9 – Common Fund of the Association

The Association’s Common Fund (hereinafter referred to as the “Common Fund“) is hereby established and funded through:

a) registration fees paid by the Members;

b) any voluntary contributions by Members, companies and bodies, private and public, and third parties in general;

c) any income from activities organised also in cooperation with third parties, such as, by way of example but not limited to, events, conferences, training courses, master’s courses, conventions, publications and the like;

d) assets acquired in the course of its activity.

No profits or operating surpluses, funds or reserves may be distributed, not even indirectly, as long as the Association exists, unless allocation or distribution is required by law.

Art. 10 – Association Bodies

The bodies of the Association are:

a) the Members’ Meeting;

b) the Board of Trustees;

c) the Executive Committee;

d) the Chairperson and the Vice-Chairperson;

e) the Secretary – Treasurer

f) the Audit Committee;

g) the Appeal Board.

Article 11 – General Members’ Meeting

The duly formed General Members’ Meeting represents all the Members and its resolutions are binding for Members, regardless of the category they belong to.

All Members have the right to participate and to participate in the General Members’ Meeting with the right to vote.

Each Member may be represented by another Member by proxy, but a single Member may not represent more than 50 (fifty) Members at the Meeting. The possibility of voting by proxy is also allowed in the case of Meetings with remote voting.

On first call, the General Members’ Meeting is valid when half of the Members are present or represented.

On second call, the General Members’ Meeting is valid whatever the number of the participating Members is and can be held also on the same day of the first call, with a time interval of at least one hour.

The resolutions of the General Members’ Meeting are passed by a relative majority of the votes of the Members present or represented.

The General Members’ Meeting is called by the Executive Committee at least once a year, in the month of June, to approve the management report for the financial year closed on 31 December of the previous year. It is also called upon written request of at least one tenth of the Members specifying the items to be included in the agenda.

If the Executive Committee fails to act, the Audit Committee shall call the meeting.

The notice of call must specify the items on the Agenda and must be sent at least 14 days prior to the date of the General Members’ Meeting, by means of communication and/or dissemination selected by the Executive Committee or by the Audit Committee, as the case may be, and meeting criteria of reasonable certainty. As an exception to the above, the call of the General Members’ Meeting for the appointment of the Association’s bodies shall be carried out in the same manner as the Extraordinary Members’ Meeting.

Article 12 – Extraordinary Members’ Meeting

The Extraordinary Members’ Meeting shall be called by the Executive Committee or upon the written request of at least one tenth of the Members entitled to vote and shall specify the items to be included on the Agenda. In the latter case, if the Executive Committee fails to do so, the Audit Committee shall call the meeting.

The Extraordinary Members’ Meeting must be called by e-mail, registered letter or other means with a date stamp, complying with the same provisions applicable to the General Members’ Meeting for further manners of call and attendance.

The Extraordinary Members’ Meeting is valid on first call when at least two thirds of the Members are present or represented and on second call when at least half of the Members are present or represented. The second call may also occur on the same day as the first call, provided that it is held with a time interval of at least an hour.

The resolutions of the Extraordinary Members’ Meeting are taken by a relative majority of the votes of the Members present or represented.

Article 13 – Duties of the Members’ Meeting

The General Members’ Meeting:

a) appoints the Board of Trustees;

b) appoints the Audit Committee;

c) nominates the Appeal Board;

d) approves the management report for the previous year and the management forecast for the current year;

e) resolves on any other matter that does not expressly fall within the remit of the Extraordinary Members’ Meeting or of other association bodies.

The Extraordinary Members’ Meeting resolves on the following:

a) proposed amendments to the Rules of Association;

b) the dissolution of the Association;

c) the other matters entrusted to it by law.

Art. 14 – Remote voting at Members’ Meetings

In any case in which the circumstances or the importance of the matters on which the General or Extraordinary Members’ Meeting is called upon to resolve make it appropriate, and the Executive Committee so decides, or if the Extraordinary Members’ Meeting convened on second call cannot take place for lack of the quorum provided for in Article 12, the Board of Trustees may resolve that the voting be conducted remotely. In remote voting, the quorum for passing motions, both for the General and Extraordinary Members’ Meeting, is equal to the relative majority of those who cast a vote in writing (by themselves or by proxy).

Each Member voting remotely casts their ballot by sending a certified e-mail to the certified e-mail address of the Association by the day prior to the date of the Meeting specifying the items on the agenda and the related vote.

Voting operations and the announcement of the outcome of the vote are carried out by and under the responsibility of the Audit Committee.

Any objections to voting operations must be submitted in writing, within 15 days of the announcement of the outcome, to the Appeal Board or, in the case of the election of the latter, to the Audit Committee.

Article 15 – Association Officers – General principles

Members hold offices free of charge.

Offices cease due to the appointment expiring, with an extension for ordinary business only until the appointment of successors, and immediately in the event that the eligibility/cessation membership requirements are no longer met.

Appointment to a board/committee is incompatible with that to another board/committee, save for concurrent appointment the Board of Trustees and the Executive Committee.

Art. 16 – Board of Trustees| Membership

The Board of Trustees comprises 15 (fifteen) members, including the Chairperson and the Vice-Chairperson, and remains in office for 3 (three) years.

Founding Members, Standard Members and Honorary Members are eligible for the Board of Trustees. Appointment to the Board of Trustees is renewable.

When the Association is established, the Founding Members take part in the first Board of Trustees.

The appointment of the Board of Trustees takes place based on lists of nominees or individual nominations, as follows:

a) if at least two lists of nominees are submitted, in order to comply with the principle of minority representation, each list will be assigned a number of members of the Board of Trustees in proportion to the percentage of votes obtained, with those who have obtained the highest number of preferences being elected for each list. In calculating the percentages, remainders amounting to less than 0.5% are neglected, whereas those equal to or exceeding 0.5% are regarded as one percentage point;

b) if at least two nominees are not submitted, the voting will take place in relation to individual nominees, and those obtaining the highest number of preferences being appointed.

Nominees, either individually or per list, must be submitted to the Audit Committee established by the Election Committee at least 60 (sixty) days before the date set for the vote. The nomination of a single list is regarded as the sum of individual nominations.

Each list of nominees, on pain of inadmissibility, must contain no less than [[25 (twenty-five)] nominees, to be submitted by no less than [[20 (twenty)]] Members and signed by those submitting it (also by proxy) and, for the acceptance of the nominations, by the nominees themselves.

The members of the Board of Trustees who, for any reason, cease to hold office shall be replaced by the first of the non-appointed members of the list to which they belong or, in the case of voting for individual nominees, by the non-appointed nominee who has obtained the highest number of votes, bearing in mind the provisions of this article. In the event of a lack of non-appointed nominees, the Board of Trustees will resort to co-optation. No more than [[5 (five)]] co-optations may be resorted to for each three-year term of office.

If, for any reason, the majority of the members of the Board of Trustees appointed by the Members’ Meeting ceases from office, the entire Board of Trustees shall be deemed as having ceased from office.

In this case, the Chairperson shall immediately convene the General Members’ Meeting to appoint the new Board of Trustees.

Art. 17 – Board of Trustees| Duties

The Board of Trustees:

a) guides, directs and manages the activities of the Association through the Executive Committee;

b) decides on the admission and, in the cases expressly provided for, on the loss of membership through the Executive Committee;

c) manages, through the Executive Committee, the Common Fund and prepares the management report and the budget to be submitted for approval to the Members’ Meeting, accompanied by the Report of the Audit Committee;

d) appoints from among its members the 5 (five) members of the Executive Committee, a Chairperson and a Vice-Chairperson;

e) sets the location of the registered office and any offices established in other cities;

f) establishes, where appropriate, territorial districts, taking into account the number of Members in the various geographical areas;

g) appoints the heads of the territorial districts, preferably from among the Members of the district concerned, and assigns any other tasks to its own members;

h) appoints the Secretary-Treasurer, even outside its members, provided that they are a Member of the Association;

i) issues regulatory provisions for the application of these Rules of Association as appropriate and gives its approval to the Code of Conduct;

j) through the Executive Committee, implements the resolutions adopted by the General Members’ Meeting and the Appeal Board;

k) submits to the Members’ Meeting proposals for resolutions concerning amendments to the Rules of Association and any other matter within the latter’s remit, on its own initiative or on the proposal of the Audit Committee, the Appeal Board or one tenth of the Members of the Association;

l) grants the status of Honorary Member;

m) carries out the other tasks expressly assigned to it by the Rules of Association.

The Board of Trustees has the power to make, as a matter of urgency, by resolution of two thirds of the members, the changes to the rules that may be necessary in light of newly enacted legal provisions or in any case regulatory provisions concerning the role of the Association or the Company Lawyer. In this case, the amendments to the Rules of Association must be submitted without delay for ratification to the Extraordinary Members’ Meeting.

Art. 18 – Board of Trustees| Procedural Rules

The Board of Trustees is called by the Chairperson who presides over the meetings. It normally meets on a quarterly basis. It also meets when so requested by at least 5 (five) of its members or 3 (three) of the members of the Executive Committee, specifying the items to be put on the agenda.

Each member may delegate their vote in writing to another member of the Board of Trustees, but the same person may not hold more than one proxy.

The call must be sent by e-mail or other appropriate means of distance communication, at least 5 (five) days before the meeting, or 2 (two) days before in urgent cases.

Meetings are duly formed when at least half of the members are present personally or by proxy. Meetings may be held by telephone, videoconference or other new technologies.

The resolutions of the Board of Trustees are adopted (unless otherwise provided by these Rules of Association) by a relative majority of the members present or represented. Minutes of the meetings are drawn up and signed by the Chairperson (or the Vice Chairperson) and the secretary of the meeting and kept in the archives of the Association.

Members of the Audit Committee and Appeal Board may attend the meetings of the Board of Trustees, upon invitation, and are required to express their opinion on the resolutions concerning their activities.

Article 18 – Executive Committee

Within the Board of Trustees, an Executive Committee is established, comprising 5 (five) members to whom all the duties provided for in letters a) – b) – c) and j) of art. 17 of these Rules of Association are delegated. The Chairperson, the Vice-Chairperson and the Secretary-Treasurer are also members of the Executive Committee. The Executive Committee has the obligation to report to the Executive Committee on its activities, as established in the delegation form.

The Executive Committee is called by the Chairperson with a notice specifying the Agenda, to be sent at least 5 (five) days before the meeting, according to the forms provided for meetings of the Board of Trustees. In urgent cases, the time limit for calling the meeting is reduced to 2 (two) days. Meetings may be held by telephone, videoconference or further new technologies. It also meets when so requested by at least 2 (two) of its members or 3 (three) of the members of the Executive Committee, specifying the items to be put on the Agenda.

Meetings are duly formed when at least half plus one of the members are present, at least one of whom is the Chairperson or Vice-Chairperson. The Executive Committee passes resolutions by a relative majority of its members (unless otherwise provided for in these Rules of Association). Voting by proxy is not allowed. Minutes of Executive Committee meetings are drawn up and signed by the Chairperson (or, in their absence, by the Vice-Chairperson) and the secretary of the meeting. The Executive Committee holds office for the same period as the Board of Trustees that appointed it.

The meetings of the Executive Committee are chaired by the Chairperson or, in the absence of the latter, by the Vice-Chairperson.

Art. 20 – The Chairperson and the Vice-Chairperson

The Chairperson and, if unable to do so, the Vice-Chairperson are responsible for the general guidance and coordination of all the Association’s activities, in accordance with the guidelines laid down by the Executive Committee.

Any member of the Board of Trustees may be elected Chairperson or Vice-Chairperson.

The Chairperson avails themselves of the operational support of the Vice-Chairperson, the Secretary-Treasurer and the secretarial staff, also outside the Association.

In the event of the Chairperson’s temporary absence or impediment, the relevant functions are performed by the Vice-Chairperson.

If the Chairperson resigns, or ceases from office for any other reason, the Vice-Chairperson shall step in as Chairperson of the Association.

The office of Chairperson may not be held for more than 3 (three) consecutive full terms.

Art. 21 – Representation of the Association

The signing powers and legal representation of the Association before third parties and in court is the responsibility of the Chairperson or, in case of their absence or impediment, the Vice Chairperson.

The Secretary-Treasurer has the necessary powers to carry out banking operations and administration. The Board of Trustees may provide for these powers to be exercised by joint signature with a member of the Executive Committee.

The Board of Trustees, by a majority of its members, the Chairperson and the Vice Chairperson may autonomously delegate particular duties to Members, dictating their limits. The Board of Trustees shall be informed of such delegations.

Art. 22 – Management and Financial Year

The management of the Common Fund is entrusted to the Executive Committee. This management must be in line with any instructions of the Members’ Meeting and the Trustees.

The financial year shall run from 1 January to 31 December of each year.

Art. 23 – Secretary-Treasurer

The Secretary-Treasurer is appointed from among the members of the Trustees and is also a member of the Executive Committee:

a) ensures the necessary operational support to the Chairperson, the Vice-Chairperson and the association bodies;

b) keeps and updates the Register of Members, divided into categories;

c) takes part in the meetings of the Board of Trustees and the Executive Committee;

d) takes care, with the supervision and approval of the Chairpersons of the respective meetings, of the drafting of the minutes of the Members’ Meetings, of the Board of Trustees and of the Executive Committee and provides for the storage of the association’s registers;

e) provides for the storage and management of the Association’s documentation in general;

f) is responsible for the ordinary economic management of the Association, managing the Common Fund in accordance with the instructions of the Executive Committee and the commitments undertaken by the Association; it is responsible for the regular keeping of the accounting books of the Association;

g) draws up the management report, submitting it to the Board of Trustees after the audit and approval of the Audit Committee;

h) carries out the other duties entrusted by the Trustees and the Executive Committee;

i) directs, under the supervision of the Chairperson and the Vice-Chairperson, any secretarial staff, even outside the Association;

In carrying out the duties listed above, the Secretary-Treasurer operates according to the instructions and specifications of the Board of Trustees and the Executive Committee.

Every year, in the budget, the Board of Trustees allocates a fund for the needs and expenses of the secretariat.

Art. 24 – Audit Committee

The Audit Committee is made up of three standing members and two alternates. They are appointed by the General Members’ Meeting from among the Members and remain in office for 5 (five) years.

The Chairperson of the Board of Statutory Auditors is appointed by the General Members’ Meeting from among the standing members who carry out activities as Company Lawyers.

The Board of Statutory Auditors monitors the financial activities of the Association and submits to the Members’ Meeting its report on the report and budget prepared by the Board of Trustees.

It performs the other duties expressly assigned by the Rules of Association, including those of the Electoral Committee.

The election of the Audit Committee takes place by individual nominations. Members who for any reason cease to hold office shall be replaced by alternates in the order of the votes received. The first subsequent Members’ Meeting shall replace the alternate auditor who has become standing.

Art. 25 – Appeal Board

The Appeal Board comprises 3 (three) standing members and 2 (two) alternate members. They are appointed by the General Shareholders’ Meeting and remain in office for 5 (five) years.

Members who have held a membership in the Association for at least 5 (five) years (with the exception of the first appointment at the same time as the adoption of these Rules of Association) are eligible for appointment to the Appeal Board. The Chairperson of the Appeal Board may also be chosen outside the membership, from among persons who have been working for at least ten years in the legal profession with particular qualifications and who guarantee the utmost impartiality.

The Chairperson of the Appeal Board is appointed by the General Members’ Meeting.

The Appeal Board:

a) monitors compliance with the Rules of Association by all Members;

b) may submit to the Board of Trustees proposals for amendments to the Rules of Association to be submitted to the Members’ Meeting;

c) adopts disciplinary measures;

d) performs conciliatory duties in relation to any disputes among Members;

e) performs the additional duties expressly assigned by the Rules of Association.

The appointment of the Appeal Board will occur through individual nominations. Members who for any reason cease to hold office shall be replaced by alternates in the order of the votes received. The first subsequent Members’ Meeting shall confirm or replace the alternate Arbitrator.

Article 26 – Disciplinary investigations

Breach of duties on a Member’s part, ascertained in accordance with the provisions of this article, entails the application of the following disciplinary sanctions:

a) warning, consisting in pointing out to the Member in question the breach committed and warning them against repeating it;

b) reprimand, in the case of minor breaches;

c) suspension from membership, up to a maximum of 3 (three) years, in case of serious breach;

d) removal, in the event of a very serious breach or conduct seriously damaging to reputation or professional integrity.

The measures referred to in letters c) and d) above are made known to all persons belonging to the Association and those referred to in letter d) may also be communicated to the company where the Member to whom the disciplinary sanction is applied operates. The communication takes place in any case after the expiry of the deadline for appeal to the Court of Honour or, in case of appeal, after the issuance of the decision by the Court of Honour that has confirmed or reworded the sanction.

The disciplinary investigation is as follows

a) when the Appeal Board receives information of facts which may lead to the application of a disciplinary sanction, it opens the investigation and appoints a rapporteur from among its members;

b) the Appeal Board, having examined the report of the rapporteur and heard the person concerned, passes resolutions by a majority of its members;

c) the decisions of the Appeal Board must contain a summary of the facts and must be adequately justified. The latter shall be communicated to the interested party by registered letter, sent by the Chairperson of the Appeal Board within 10 (ten) days from the date of the resolution. A copy of this letter shall be sent to the Board of Trustees within the same time limit.

Except in exceptional cases, where in the opinion of the Appeal Board it is appropriate to delay disciplinary action in the interest of the person subject to disciplinary investigation, the decision of the Appeal Board must be taken no later than four months from the time when the facts for which the investigation is being conducted are known.

The decision of the Appeal Board may be appealed to a Court of Honour by the interested party, to be presented to the Appeal Board within fifteen days of receipt of the communication of the sanction.

The Court of Honour is composed of 3 (three) members, 2 (two) of whom are chosen respectively by the person concerned and by the Appeal Board, within 15 (fifteen) days of receipt of the appeal. The third member of the Court of Honour shall be appointed by common agreement of the two members thus appointed, within 15 (fifteen) days from the date of their appointment. In the absence of an agreement within the aforesaid term, the appointment of the third member shall be made by the President of the Court where the Association has its registered office, at the request of the most expedient party.

The Court of Honour will proceed, without any formalities being required, to examining the appeal, without prejudice to the principle of the adversarial process, and will issue its decision as deemed fair and equitable within 30 (thirty) days from its formation.

The decision of the Court of Honour is final and irrevocable and is sent to the Board of Trustees for enforcement.

Article 27 – Winding Up

In case of dissolution of the Association, the Board of Trustees provides for the winding-up operations, availing itself, if necessary, of the work of a professional as liquidator.

The final winding-up balance sheet is approved by the General Members’ Meeting, which decides on the allocation of any net assets, in compliance with the provisions of the law.

Article 28 – Transitional provisions

The provisions of these Rules of Association concerning the membership of the association bodies, their term of office and powers and the subjective requirements of the members, shall apply from the end of the current mandates on the date of approval of the Rules themselves.