Art. 1 – Company Name and Duration The non-profit association has been founded with the name SOCIETà ITALIANA DI MARKETING (Italian Marketing Association), also known as SIM. The association established in Rome on April 16th, 2003, recognized and registered in the New Registry Log of Private Legal Entities at the number 32/2009 of the Prefecture of Parma, is regulated by the rules of this Statute. The Association derives from the confluence of academic as well as professional driving forces, both aimed at the development of research and training in the marketing field and in other similar and related sectors. The duration of the Association is indefinite. Art. 2 – Headquarters The Association has its headquarters in Parma at the Department of Economy of the University of Parma located in Via J.F. Kennedy 6. The Association could set up, following approval by the Presidency Board, operative sites and centers in Italy and abroad. Art. 3 – Objectives and goals. The Association intends to represent the academic and professional communities with regard to the relevant fields at the national level and in international relationships. It has as its main objective to promote the research and training in the fields of marketing and communication following the criteria of international excellence. For this purpose it aims at: - facilitating the exchange and discussions amongst scholars, professors, managers and professionals in order to assist the research activities; - promoting directly and indirectly research activities and publishing initiatives at the highest level; - participating in the organization of meetings, seminars, and other occasions of discussion between experts in the field; - establishing a point of reference for foreign organizations (academic and professionals); - assisting in the qualification of college or post-college training courses, including courses for doctoral degrees; - being the spokesperson with government entities regarding the regulation of the activities that fall within its disciplinary scope as well as establishing the set of rules regarding marketing and communication studies; - being a representative for institutions and businesses as far as the circulation of knowledge and the collection and redistribution of contributions to the scientific research are concerned. Art. 4 – Relationships with other organizations. The Association can establish relationships and agreements with Italian, foreign, and international entities and organizations in order to reach the aforementioned goals with the guarantee that levels of excellence in all activities performed will be pursued. The Association collaborates with other Scientific Societies in the business field, first and foremost the Italian Society of Management SIMA, in order to guarantee that projects, activities, and services for the entire Italian business community are implemented. Such collaboration is coordinated by the Italian Academy of Business Economics (acronym “AIDEA”), which undertakes activities of interest relating to disciplines in the area of business economics. The Association is recognized by the AIDEA as a Specialized Scientific Society. Art. 5 – Local representatives. The Association can be represented on the territory by its own on-site representatives appointed by the Presidency Board upon suggestion from the members of the site in question. The on-site representative acts as an agent of the Association within the membership site, coordinates the initiatives conducted in his site, and guarantees that the local activities and the Association’s objectives are consistent with one another. Art. 6 – Assets. The revenues provided for the activities and the life of the Association consist of: - the annual membership fees; - the income from property assets; - the endowments and contributions by individuals, public and private entities, businesses and associations, charitable organizations as well as from public fundraising efforts. The Association’s assets comprise: - real and personal properties that will become properties of the Association; - potential residual capital deriving from budget surpluses; - donations, legacies, and bequests. Art. 7 – Associates. Individuals coming from universities and from the professional world as well as public or private entities that, for different reasons, can contribute to the development and support of the research and training in the marketing field can join the Association. Joining the Association is on a voluntary basis and it occurs in accordance with the procedures and terms described in article 8 of this statute. The Associates are divided into: Ordinary: these are Tenured Professors, Associate Professors and Researchers (long term and short term), even in retirement, working in the marketing research and training fields and in related disciplines, as well as foreign teaching instructors at an equivalent level as their Italian counterparts. Corresponding: these are Research Fellowship recipients, Ph.Ds, Ph.D. candidates, Scholarship recipients, research contract holders, and foreign scholars with equivalent qualifications. Supporting: supporting associates are public and private entities as well as individuals able to support the association’s activities and the pursuing of its goals, with or without regard to specific research and training projects. Honorary: honorary associates are entities, institutions and individuals that have given a scientific and/or professional contribution at the highest level to the discipline of marketing and to other related sectors. Affiliated: these are Managers, Professionals, Entrepreneurs interested in participating in the initiatives promoted by the Association and in the Association’s goals in accordance with the rules of this statute and with the regulations to be released on a later date. The Ordinary and the Corresponding associates are, by rule, Ordinary and Corresponding associates of SIMA and AIDEA. For this purpose, the Association sends their nominations together with any related documentation to SIMA. Undergraduate students and students enrolled in Master degree courses and specialization schools are affiliates and, as such, they are outside the organizational structure and they are given the title of “Junior Affiliates”. The Junior Affiliates shall be committed to assist in pursuing the Association’s goals in accordance with the rules of this statute and with the regulations to be released on a later date. Art. 8 – Admission. The ordinary, corresponding, and supporting associates can be Italian or foreign nationals, public or private entities, residing or non-residing in the Italian territory. They are completely trustworthy as far the implementation of the statutory programs is concerned and they share the basic vision inspiring the Association. The application request shall be addressed to the Presidency Board, which proceeds by verifying that the candidate’s character attributes correspond with what stated in article 7 and votes in favor or against by open ballot and with simple majority rule. The nomination to honorary associate is voted unanimously by the Presidency Board after being proposed by at least ten ordinary associates and after a debate to verify that the candidate’s character attributes correspond with what stated in article 7. The information about the associate’s membership type shall be stored in the specific registration book kept by the Presidency Board. The admission to the Association may not be for a limited time. The admission request for Affiliated associates and Junior Affiliates shall be addressed to the Presidency Board, which proceeds by verifying that the candidate’s character attributes correspond with what stated in article 7 and votes in favor or against by open ballot and with simple majority rule. Art. 9 – Membership fee. The honorary associates shall not pay any membership fee. The ordinary and the corresponding associates are obligated to pay an: - admission fee - and an annual membership fee The admission fee and the annual fee are quantified and regulated by specific guidelines approved by the Presidency Board upon agreement with SIMA and AIDEA. The missing fulfillment of this obligation or the missing payment of fees relating to previous years will result in a temporary suspension of the membership rights (including the voting rights during an Assembly), except for what stated in art. 10 regarding the forfeiture of membership by associates in default on the payment of the due fees. The supporting associates shall contribute a minimal annual fee quantified in the guidelines mentioned in paragraph 3 of this article regardless of additional contributions, if any, given to the association. The affiliated associates pay an annual fee quantified and regulated by the guidelines mentioned in paragraph 3 of this article. The Junior Affiliates pay a reduced fee according to the same methods as described for ordinary and corresponding associates. The annual and the admission fees are neither returnable nor transferable except in case of inheritance due to death and they are not subject to reevaluation. The allocation of the Ordinary and Corresponding Associates’ annual membership fees amongst the Association, SIMA and AIDEA is defined in the guidelines mentioned in paragraph 3 of this article. Art. 10 – Membership forfeiture. The associates cease to be part of the association in case of resignation, for being in default on the payment of the due fees, or for serious incompatibilities with the association’s goals. The forfeiture for incompatibility is sanctioned by the Assembly with a majority of at least two thirds of the members. The associates who, by October 31st of each year, have failed to pay for two consecutive years the fees for the current year and for the two previous years forfeit their membership for being in default. The memberships of Ordinary and Corresponding associates are declared forfeited by the Italian Marketing Association Presidency Board and, as a result, their SIMA and AIDEA memberships are forfeited as well. The associates who left the association for being in default can be readmitted upon submission of a readmission request. The Ordinary and Corresponding associates readmitted in the Italian Marketing Association are automatically readmitted in the SIMA and in the AIDEA. The readmission date is decided case by case by the Presidency Board. Art. 11 – Governing bodies. The Association’s Governing Bodies are: - Member’s Assembly - Presidency Board - President - Vice President - General Secretary - Board of Auditors - Board of Arbitrators Art. 12 – Member’s Assembly The Assembly comprises associates who are up to date with the payment of their membership fees in accordance with article 8. The associates, regardless of the category they belong to, have equal rights, including the right to vote. The Assembly meets once a year to approve the budget and whenever the Presidency Board deems it necessary or whenever the meeting is requested by at least one fifth of the members who are up to date with the payment of their membership fees in accordance with article 9. The Assembly elects by secret ballot the President, the Vice President, the General Secretary, the other members of the Presidency Board and it nominates also the members of the Board of Auditors. It rules on the associate’s exclusions for incompatibility, approves the budget, and deliberates over broad programs submitted by the Presidency Board. The President calls the Assembly with a registered letter, fax or email containing the agenda and the meeting’s location, day and time. This communication is sent at least fifteen day before the meeting to the address of each and every associate and to the members of the Board of Auditors who are not associates, if any. The President of the Presidency Board presides over the Assembly. A secretary, appointed by the attending associates, assists the President during the Assembly. The secretary can be a non-associate. The Assembly’s deliberations shall be included in meeting minutes signed by the President and the General Secretary. The assemblies, whenever specified in the meeting’s notification, can meet via videoconference or teleconference between the headquarters and any other site properly indicated in the meeting’s notification. In order to ensure the validity of assemblies in videoconferences or teleconferences it is required that: - the President of the assembly himself or through his Presidency office would be allowed to establish the identity and the legitimacy of the attending associates, to moderate the meeting, to certify and announce the voting results. - the secretary of the assembly would be allowed to properly discern the meeting’s events that have to be recorded in the meeting minutes. - all participants would be allowed to follow the discussion, to participate in debating the addressed topics in real time and to vote on the agenda’s matters simultaneously. If such prerequisites are met, the Assembly is considered held in the location where the President is and where also the secretary of the assembly is in order to allow the meeting minutes to be written and signed. It goes without saying that it is not possible to utilize the videoconference and teleconference instruments when the voting for the triennial election of the Presidency Board and the other governing bodies takes place. Art.13 – Proxies, validity of the meeting and deliberations of the Assembly. Associates can be represented during the Assembly if a written proxy is given to another associate. No associate can receive more than five proxies. The Assembly shall be considered valid on first call to order if half plus one associates attend the meeting (even if by proxies) and, on second call to order, regardless of how many associates are present. Deliberations are approved, either on first call or on second call to order, with an absolute majority of votes from the associates, either present or represented. Art. 14 – Presidency Board. The Board comprises the President, the Vice President, the General Secretary, and a maximum number of 9 Board Members chosen amongst the Ordinary and the Supporting associates, as well as the outgoing President in accordance with the policies hereinafter described. The President must be a college professor whereas the Vice President can be a person who is not a part of the academic world. The President may not hold his position for more than three consecutive years and he may not be reelected immediately after the end of his term. A member of the Presidency Board may not hold his position for more than two terms altogether. The outgoing President is a member of the Presidency Board during the three years after the end of his term following approval from the majority of the Board. The associates who are not in default with the payment of their membership fees elect the Board members with relative majority of the voters and by secret ballot. The voting may be done also by mail or by any other instrument that would allow to keep the voter’s anonymity. Associates that are not individuals will provide a representative. The Board members’ term is triennial and – with the exclusion of the General Secretary – who may be reelected indefinitely – it may be renewed consecutively only once. The Editor-in-chief of the Association’s Magazine and the President of the Marketing Award for the University may attend the Presidency Board with the right to vote. The colleagues designated by the site hosting the annual Convention are invited to attend the Presidency Board meetings, without the right to vote (for a year), from the date of the deliberation regarding the hosting site until the convention itself is held. The Coordinators of the Thematic Sections can be invited to the Presidency Board meetings without the right to vote. In order to coordinate at best their respective activities, the President of SIMA, or someone designated by him, has the right to attend the Presidency Board meetings without the right to vote. If, during the three years term, one or more Board members are dismissed, they will be replaced by those who, in order, have received the highest number of votes for the same position in the election of the same Board. However, if the majority of the Board members can not convene, a new Assembly shall be called in order to implement the replacement. In that case, the nominated members are dismissed together with the sitting ones. The election of the Board members shall be held at least two months before the end of the last triennial term. The new Board will take office after the Assembly’s deliberation regarding the budget approval relating to the previous term, which officially ends the three years period in office for the outgoing Board. The President calls the Board meeting with a letter or fax or email containing the agenda to be sent at least five days before the meeting. In case of urgency, change of this policy is at the discretion of the President. The Presidency Board can deliberate validly if the majority of its members are present. The deliberations are approved with absolute majority of the participating members. In case of a tie, the deliberation is either approved or denied based on the vote of the person who is presiding the meeting. The Presidency Board may meet via videoconference or teleconference on condition that the audio/video locations connected under the responsibility of the association are specified on the meeting’s notification. These locations will be the places where the participating members will be asked to gather. In order to ensure the validity of meetings and deliberations of the Presidency Board convening via videoconferences or teleconferences it is required that: - the President would be allowed to establish the identity and the legitimacy of the participating members, to moderate the meeting, to certify and announce the voting results. - the General Secretary would be allowed to properly discern the meeting’s events that have to be recorded in the meeting minutes. - all participants would be allowed to follow the discussion, to participate in debating the addressed topics in real time and to vote on the agenda’s matters simultaneously. If such prerequisites are met, the meeting is considered held in the location where the President is and where also the General Secretary is in order to allow the meeting minutes to be written and signed. The meetings and the deliberations of the Presidency Board shall be recorded in minutes that will be drafted by the General Secretary, copied in the Board meeting’s book, and signed by the President and the General Secretary. Excerpts of these deliberations, certified and signed by the President or whoever stands in his place, will be used as legal evidence in trials or wherever else they will need to be produced. Art. 15 – Roles of the Presidency Board. The Presidency Board is in charge of: - establishing the criteria for the activities of the Association and taking care of its administration in order to best achieve its objectives. - deliberating, upon proposal by the General Secretary, on the Association’s expenses and on the payments to third parties for services provided to the Association; - introducing to the associates’ Assembly an annual report read by the President regarding the initiatives undertaken to achieve the Association’s objectives; - writing the annual final budget of the Association; - preparing the estimated budget; - deliberating on the nominations of new associates; - implementing the Association’s deliberations; - nominating individuals and/or committees made by associates responsible for the management, the coordination or the in-depth analysis of matters relating to the life of the Association; - nominating the Editor-in-Chief of the Market and Competitivity Magazine and the President of the Marketing Award; - nominating the Coordinators of the Thematic Sections. The ordinary and extraordinary administration of the Association is a responsibility of the Presidency Board. Therefore, for instance, the Presidency Board may, amongst other things, buy, sell and exchange, mortgage, manage real estate properties wherever they may be, accept or refuse bequests or donations made to the Association, open or close bank or postal checking accounts. Art.16 – The President. The President summons and presides over the Presidency Board and the Assembly of Associates. He monitors the correct execution of the deliberations of the Presidency Board and the Assembly of Associates and he is the moral representative of the Association in academic and institutional circles. The President has signing authority and he is the legal representative before third parties and the law. He has the authority to grant power of attorney and to initiate legal and administrative actions hiring lawyers and attorneys to handle lawsuits. He maintains a relationship with the Board of Arbitrators. Moreover, the President coordinates the activities of the Association and, in case of emergency, he makes all the decisions necessary to the achievement of the statutory goals but with the obligation to have those decisions ratified later. The President is an ex-officio member of the AIDEA Board of Directors as well as the Committee of Coordination created within the AIDEA Board of Directors in accordance with what established by the AIDEA Statute. In order to coordinate at best their respective activities, the President of SIMA, or someone designated by him, has the right to attend the Presidency Board meetings without the right to vote. Art. 17 – The Vice President. The Vice President presides over the Steering Committee. In case of resignation, absence or impediment of the President, the Vice President takes on his responsibilities. The Vice President’s signature represents the proof of the President’s absence or impediment before third parties. Art.18 – The General Secretary. The General Secretary supervises the Association’s organizational and managerial efforts in agreement with the President and in accordance with the criteria established by the Presidency Board. To this end, he coordinates the routine activities of the Association relating to the relationships with associates and with internal as well as external collaborators. He is responsible for executing the deliberations of the Presidency Board, he has signing authority as far as the ordinary management is concerned, and he could be empowered by the Presidency Board with additional signing authorities. Art.19 – The Steering Committee In order to facilitate a greater interaction between the academic and the extra-academic components of the Association a Steering Committee consisting of associates who are entrepreneurs, managers, and professionals has been created. The main task of such Committee is to assist the Presidency Board in planning scientific initiatives (research programs, seminars, publishing programs, training efforts) aimed at increasing the active participation in the Association of managers and entrepreneurs interested in and receptive to marketing and communication ideas. The President of the Steering Committee is the Association’s Vice President, who calls for its meetings where also the members of the Presidency Board can attend after requesting permission to the President of the Steering Committee. The Association’s President and General Secretary attend these meetings ex-officio. Art. 20 – Committees. The Presidency Board has the authority to nominate Committees in order to pursue its objectives without delays or interruptions. Any Associate can be a member of these Committees. The Committees are appointed by the Presidency Board and their members remain in office for the duration of the Presidency Board’s term at the most. Members of a Committee can be reappointed. Each Committee is coordinated by an ordinary associate appointed by the Presidency Board. The coordinators can be called to attend the Presidency Board’s meetings individually or together in order to give updates on the activities of the committees. The Board can employ a Junior Affiliates Consultation Group, formed by at least 5 members chosen amongst the Junior Affiliates, with the task of bringing to the Board’s attention petitions, proposals, and issues relevant to young teaching assistants, researchers, and professionals in the marketing field. Art. 21 – Board of Auditors. The Board of Auditors consists of three full time members and two substitutes appointed by the majority of participants in the general Assembly. The Assembly elects one of the full time members as President of the Board of Auditors. Non-associates can also be Auditors. The term of the Board of Auditors’ members is triennial and it can be renewed for two consecutive terms at the most. The Auditors have the responsibility to monitor how the Association is managed, they can conduct, individually or collectively, inspections of properties and administrative documentation, and they must prepare a report to attach to the financial statements. The Auditors may attend the Presidency Board’s meetings without the right to vote. Art.22 – Budget and profits. The fiscal year ends on the 31st day of December of each year. At the end of each fiscal year the Presidency Board has the responsibility to draft the final budget to be approved by the associates Assembly within four months from the end of each fiscal year. In case unexpected circumstances arise, the Assembly can be called within six months from the end of the fiscal year. The governing bodies are prohibited from distributing, even indirectly, profits and operating surpluses, funds and capital shares or reserves during the life of the Association unless required by law or legally allowed in favor of other associations or entities belonging or linked to the Association and exclusively for institutional activities established by the Statute. Art.23 – Board of Arbitrators. In case of disputes, unresolvable by the Governing Bodies, between members of the Association regarding the implementation of the articles of the Statute, the Assembly will appoint a board of three arbitrators (chosen amongst the ordinary associates). The Arbitrators will then decide on the merit of said disputes with free and non-procedural arbitration. The Assembly will have the responsibility to ratify their decision. Art. 24 – Statutory amendments. Amendments of the Statute can be proposed by the Presidency Board or, upon request, by at least one third of the associates who are not in default with the payment of their membership fees in accordance with art.9. Amendment proposals are submitted to the Assembly during a special meeting and it is considered approved if voted in favor by the absolute majority of the ordinary and supporting associates who are not in default with the payment of their membership fees in accordance with art. 9. If during the Assembly the absolute majority of the ordinary and supporting associates is not present, the proposal is considered approved if at least two thirds of the participating ordinary and supporting associates vote in favor. In order to approve the dissolution of the Association a vote in favor by at least three-quarters of the ordinary and supporting associates is required. Art. 25 – Dissolution and extinction. As far as the dissolution of the Association is concerned, the legal provisions regarding accredited associations are applicable in this case. Following the dissolution of the Association, its assets shall be given to another Association with similar objectives or for charitable use after approval by the regulatory agency in accordance with art. 3, provision 190 of the law number 662 of December 23rd 1996 and unless a different end use is ordered by law. Art. 26 – Applicable laws. In order to regulate the matters not included in this Statute, one must refer to the laws regarding the subject of Entities included in Book I of the Civil Code and, alternatively, to the laws included in Book V of the Civil Code and in the Law Decree December 4th 1997, number 460. Art. 27 – Transient clauses. The statutory amendments do not affect the triennial term’s duration of the Presidency Board, whose membership remains unchanged up to the end date of said term. The former President will be considered President of the Presidency Board starting from the approval date of this Statute and in accordance with what established in the previous art. 14.