HEADING I – NAME, OFFICES, DURATION AND AIMS
Art. 1 – Name.
A Consortium (subsequently referred to as the Consorzio) has been established under the terms of art. 2602 and following articles of the Civil Code, named
“Consorzio Liutai Antonio Stradivari Cremona”
founded by the following craft associations:
– CNA – Confederazione Nazionale dell’Artigianato of 105, via Lucchini, Cremona
– Associazione Artigiani della Provincia di Cremona (Confartigianato), 155 via Dante,
– Libera Associazione Artigiani, 56/a via De Gasperi, Crema.
Art. 2 – Offices
The Consorzio has its registered and administrative offices at 17, Corso Matteotti, Cremona, and the residence of a member, for the purposes of his/her relationship with the Consorzio, is that shown on the enrolment deed or in subsequent written communications sent by him/her.
Art. 3 – Duration.
The official duration of the Consorzio is until 2025
With the consent of all members and in other situations expressly provided for by law, the Consorzio can be wound up before its expiry.
The duration of the Consorzio can be extended, binding only those who agreed to the extension.
Art. 4 – Aims and purposes
The Consorzio is not for profit and any surplus that arises cannot be distributed in any form to its member firms.
The aim of the Consorzio is to promote contemporary stringed-instrument making while maintaining the most authentic craftsmanship traditions of the sector, protecting the image of members, supporting the production of artistic hand-made stringed instruments and the quality of the products, and emphasizing the work of the craftsman-artist and his individual efforts. It also aims to foster the provision of appropriate services for member firms.
In order to pursue its aims, the Consorzio provides for the registration, renewal, promotion, use, leasing, or other arrangements for trademarks and other distinctive marks chosen by the Consorzio, and especially the “Cremona Liuteria” trademark.
In particular, it may:
a) protect members in the exercise of their business, conferring prestige and respectability to hand-made stringed-instrument craftsmanship;
b) support artistic hand-made production of stringed instruments and the quality of the products;
c) emphasize the work of the craftsman-artist and his individual work;
d) point out the professionalism of its members;
e) promote, also in cooperation with other bodies or associations, scientific research and development in the stringed-instrument sector and in the conservation and restoration of instruments, in order to rationalise and improve the quality of the production of individual member firms.
f) attend to the apprenticeship and professional and managerial training of young stringed-instrument makers, also in cooperation with schools recognised by the Consorzio, through training and updating courses in order to achieve production of a high qualitative level, also with the aim of fostering the creation of new firms, promoting the publication and distribution of books, CDs, videocassettes, etc, organising conferences, meetings and debates on the art of stringed-instrument making, on construction techniques, on restoration, on varnishes, on the acoustics of instruments, etc.
g) organise participation in trade fairs, carry out advertising campaigns, prepare catalogues and price lists, and anything else that may prove useful for spreading the image of the Consorzio and its member firms in Italy or abroad;
h) promote, encourage, organise, sponsor and participate in initiatives of any kind that foster the commercial prospects of stringed-instrument making and increase its prestige in the national and international context, with complete independence or in cooperation with other associations andor bodies and Italian and foreign conservatories.
i) consolidate professional relationships between member firms, encouraging dialogue and reciprocal interchange, while scrupulously respecting individual personal opinions;
l) facilitate the spreading and exchange of information of a technical nature between member firms, as well as the promotion of stringed-instrument-making culture in the world of music and in particular among musicians;
m) develop and organise activities to inform and educate customers in general;
n) raise the awareness of the competent authorities on the problem of illicit trading in the sector, and encourage law bills to protect the category;
o) organise forms of collective purchasing of consumables, equipment and work tools, encouraging the safeguarding and development of sources of raw materials;
p) promote collective selling systems, arrange for collective presentation of products, for undertaking works, for issuing guarantees in credit operations to member firms; carry out, when requested by members, the sale of their products;
q) handle negotiations and the acquisition of orders to be distributed – according to the regulations – among the member firms, also though participation in competitions, bids, auctions and similar;
r) promote the carrying out of studies and research into markets that offer potential for member firms’ products and arrange collective advertising; protect and represent member firms and their professional image, guarantee the quality of their products by instituting suitable trademarks or registers, in compliance with the current regulations in Italy and abroad;
s) register, renew, promote, use, lease, or make arrangements for trademarks and other distinctive marks chosen by the Consorzio, and especially the “Cremona Liuteria” trademark;
t) arrange for coordination and/or collective management of individual services offered by member firms;
u) manage collective services of technical assistance and consultancy in all sectors that could be of interest to member firms;
v) participate in associations, including those that are not closely connected; join other consortia or associations of a provincial, regional, inter-regional, national or international nature.
x) carry out all operations involving moveable assets and real estate, and commercial, industrial and financial operations relevant to the aims of the Consorzio, as well as any action pursuant to the above-listed purposes.
y) offer its services to national stringed-instrument making firms.
HEADING II – MEMBERS
Art. 5 – Enrolment.
The number of members is unlimited.
All firms of any kind may apply to join the Consorzio provided that they make stringed instruments in the Cremona area and they are not in course of procedures for composition with creditors or bankruptcy, they are not bankrupt and have not been disqualified or declared unfit to practise and have not in the last few years dishonoured a bill without due cause.
Applicant firms must also meet the following enrolment requirements:
- they must be enrolled in the Albo delle Imprese Artigiane (Register of Craftsmanship Firms) kept by the Commissione Provinciale per l’Artigianato (Provincial Council for Craftsmanship) of Cremona (at the Cremona Chamber of Commerce) for the business of stringed-instrument making, specialised in the construction of the following musical instruments: violins, violas, cellos, double basses, viola d’amore, viola da gamba, plucked instruments, harps and guitars (subsequently referred to as INSTRUMENTS);
- they must have conducted their stringed-instrument production business in the area of the Province of Cremona for at least 5 years with steady membership of the C.P.A. of Cremona for the business of stringed-instrument making or must have achieved at the I.P.I.A.L.L. (International Violin-making School) of Cremona the 2nd-level Diploma in Stringed-Instrument Making issued by the Region of Lombardy, or they must have been employed for at least five years by a stringed-instrument maker who conducts his/her business in the area of the Province of Cremona; and
- the workers in their workshops and shops must be hired in compliance with the current labour laws and/or laws relating to people on work-experience or scholarship contracts and/or assistants. The presence or any work-experience or scholarship workers must be notified to the Consorzio; and the firm must
- construct its INSTRUMENTS following the best practices of the trade, and in particular its INSTRUMENTS must:
- be constructed without the use of equipment or technologies used in industrial or large-scale manufacturing;
- be varnished without the use of spraying (both compression and mouth-actuated spraying are forbidden);
- be produced without using semi-finished industrial products, with the exception of the following accessory parts: bridges, fingerboards, lower and upper saddles, chin rests, sound posts and purfling;
- be made of the following materials: spruce, maple, ebony, willow, poplar, rosewood, mahogany, cedar and/or other woods traditionally used in the construction of INSTRUMENTS;
- be produced and constructed using techniques typical of the Cremonese violin-making tradition and its developments.
A firm that wishes to join the Consorzio must present a written application to the Management Committee.
The application must include the following elements:
– certificate of registration in the CCIAA (Chamber of Commerce) company register;
– precise name of the firm and its registered office;
– complete details of the legal representatives, stating which of them will represent the firm regularly in relationships arising from membership of the Consorzio;
– business effectively conducted at the stated premises.
The application must also contain a declaration that the applicant knows and unconditionally accepts all the provisions of these articles of association, of the internal regulations, of the regulation on the use of the collective trademark “Cremona Liuteria”, and the resolutions passed by the bodies of the Consorzio.
The request for enrolment in the Consorzio must be accompanied by two original copies, signed by the applicant, of the contract for the licence to use the collective trademark “Cremona Liuteria”, using the printed forms approved by the Consorzio. Enrolment in the Consorzio involves a commitment on the part of the member to use the collective trademark “Cremona Liuteria”, in keeping with the licence contract and the Regulations for use of the collective trademark.
The decision on the application is taken by the Management Committee , which, if necessary, may ask the applicant to provide further information or clarification.
If the Management Committee decides to accept the applicant, the latter will be invited, in a written communication from the President, to make payment, within ten days of reception of the notification; of the contribution to the Consorzio fund, the enrolment fee and a share of the management costs of the Consorzio.
If the application is rejected, this must be explained and notified, by means of a registered letter with return receipt, to the person concerned, who may appeal, sending an appeal to the Board of Arbitrators within 30 days of reception of the notification.
Art. 6 – Obligations of members
Members undertake, for the entire period of their membership, to comply scrupulously with the articles of association, the internal regulations, the regulations for the use of the collective trademark “Cremona Liuteria”, and with resolutions passed by the bodies of the Consorzio; to use the “Cremona Liuteria” continuously in the making, advertising, promotion, sale and marketing of INSTRUMENTS, in compliance with the contract for the licence to use the trademark stipulated with the Consorzio and the regulations for the use of the collective trademark “Cremona Liuteria”; to take part in the activities of the Consorzio; not to participate in other associations whose aims are in conflict with those pursued by the Consorzio; to encourage other craftsmen-businessmen who have the necessary requirements to join the Consorzio. In order to facilitate checking that the obligations undertaken have been fully met, members undertake to permit checks and inspections by the bodies of the Consorzio foreseen under these articles, or by same carried out by representatives, appointees or technicians, and to provide all the information and data requested.
Members undertake to pay the Consorzio Fund contribution for training and the enrolment fee; to make any deliveries entrusted to them by the Consorzio in scrupulous compliance with the contractual terms; to contribute to the running costs of the Consorzio and costs incurred in achieving its aims, paying the set amounts and following the procedures set out in these articles and in the internal regulations; to pay any fines due for non-compliance; to reimburse expenses incurred in the interests of individual participants and in meeting their requests; to compensate the Consorzio for damages suffered and expenses incurred because of their non-compliance.
Art. 7 – Withdrawal
A member may withdraw from the Consorzio at any time but must give at least three months’ notice. Withdrawal must be notified by means of a registered letter with return receipt to the Management Committee. Withdrawal takes effect three months after the date of reception of the above-mentioned notification, unless the withdrawer has clearly indicated a subsequent date.
Withdrawal entails cancellation with immediate and automatic effect, and without the need for any notification, of the contract to use the “Cremona Liuteria” trademark, with the consequent ban on using the trademark.
Art. 8 – Debarment
The Management Committee can decide to debar any member who:
a) has stopped working or otherwise lost the requirements for membership of the Consorzio;
b) has not complied with the “Cremona Liuteria” contract licence stipulated with the Consorzio, causing the cancellation of the same;
c) does not, without good reason, pay his debts to the Consorzio, however these are incurred;
d) commits acts that may be regarded as serious non-compliance with the contract, in performance of obligations to the Consorzio undertaken by the member, or of obligations undertaken by the Consorzio in the interests of or at the request of the member.
e) causes material or moral harm in any way to the Consorzio or to other members.
f) is subject to bankruptcy procedures or is declared disqualified or unfit to practice;
In any case, the Management Committee cannot decide to debar a member unless he or she has been asked in writing, by the President, to put his or her situation in order or to provide any clarifications or justifications within 30 days of receiving the notification. The decision to disbar a member can only be taken after the above-said time allowed for compliance has expired without result or after having considered any justifications offered.
If the contract to use the “Cremona Liuteria” trademark has not already been cancelled as provided for under letter (b) of this art.8, debarment of the member entails immediate and automatic cancellation without the need for any notification of the contract to use the “Cremona Liuteria” trademark, with the consequent ban on using the trademark.
Art. 9 – Sale of a firm.
In the event of the sale of a firm, the new owner takes over the contract with the Consorzio, subject to approval by the Management Committee, which checks that new owner meets the requirements for membership of the Consorzio and that there are no reasons for debarment. If the member firm is organised as a company, it is required to notify the Management Committee of any change in its articles of association. The Management Council may debar the firm, if the change results in the requirements for membership not being met, or if the Committee sees fit, after having followed the procedure set out in the previous article. 8.
Art. 10 – Effects of withdrawal, of debarment and of non-acceptance of the new owner of a firm.
Members who withdraw or are debarred are required to comply with their respective obligations up to the date on which their membership of the Consorzio ceases.
Art. 11 – Appeals
Resolutions on the debarment of a member or the non-acceptance of the new owner of a firm are notified to those concerned by the President, within 15 days of being taken. Complaints against these resolutions may be lodged with the Board of Arbitrators. A complaint has the effect of suspending the resolutions passed by the Management Council.
An appeal to the Judicial Authorities does not have the effect of suspending resolutions passed by the Management Council.
Art. 12 – Registrations
All changes relating to the parties to contracts with the Consorzio regarding new admissions, withdrawal, debarment or sale of a company must be registered in the register of members kept by the Management Committee and for the latter by the President within ten days from the date on which the changes occur.
Art. 13 – Penalty
The internal regulations of the Consorzio will set the minimum and maximum penalties due from members for any infringements of the articles of association, of the internal regulations or of resolutions passed by the Consorzio.
A member who has failed to comply must be informed by the President of the charges against him or her. He or she must be given a time limit of not less than fifteen days to present any justifications in writing. Decisions to inflict a penalty, and on the amount of the fine, are taken by the Management Committee and are notified to those concerned by the President by registered letter with return receipt. The member must pay the fine within fifteen days of receiving the above-mentioned notification.
In particularly serious or repeated cases, the minimum and maximum fines can be doubled.
HEADING III – ECONOMIC MANAGEMENT
Art. 14 – The Consorzio Fund
The Consorzio Fund consists:
a) of the admission fee of 160 euros that each member pays when the Consorzio is constituted or upon admission to the same;
b) of contributions from public and private bodies;
c) of the movable and fixed assets acquired by the Consorzio;
d) of an indivisible reserve to which the surplus arising from the report of the annual accounts is added;
e) of any other reserves;
f) of sums of money paid by members as fines.
Art. 15 – Admission fee
The Management Committee decides the fee that those who wish to join the Consorzio must pay.
Art. 16 – Contributions for achieving the aims of the Consorzio and for its general expenses.
Every member must contribute to expenses incurred or expected in achieving the aims of the Consorzio and for its organisation, administration and management.
For that purpose every member must pay the Consorzio, at the beginning of each solar year, a contribution in money, of equal amount for every member, of one 365th of that amount multiplied by the number of days of membership, if the period is not a whole year.
The amount of the contribution is decided by the Management Council and ratified or modified by the General Meeting at the time of approval of the balance sheet.
Every member is moreover required to reimburse the Consorzio for expenses incurred in carrying special services requested by the member.
The management costs of the Consorzio are covered exclusively by the sums paid by new members for admission, by the contributions mentioned in paragraph 1 of this article, as well as the property income of the Consorzio and contributions specifically paid by public and private bodies for management costs.
Art. 17 – Budget and asset and liability statement.
At the end of each solar year the Management Committee prepares the budget and the final statement of accounts of the Consorzio, to submit for approval by the General Meeting by the end of February.
The final statement of accounts, consisting of the asset and liability statement, the economic report and the supplementary note, is submitted for checking by the Auditors, and, together with a brief report by the Management Committee, and must remain at the offices of the Consorzio and available to members for at least ten days before the date set for the General Meeting, at which it will be submitted for approval.
Art. 18 – Responsibility to third parties.
The Consorzio is responsible to third parties for commitments undertaken, in the name of and on behalf of the Consorzio by those authorised to represent it, and third parties can seek payment exclusively from the Consorzio Fund.
In all other cases the Consorzio acts and undertakes commitments to third parties, in the interests of individual members, solely subject to the provision, by those concerned with the individual operations, of appropriate guarantees, to be set, as regards the amount and the procedures, by the Management Committee.
For the whole duration of the Consorzio, creditors of members cannot seek payment from the Consorzio Fund, nor can they seek liquidation of the admission fee of an indebted member.
HEADING IV – COMPANY BODIES
The bodies of the Consorzio are:
a) the General Meeting of members;
b) the Management Committee;
c) the President of the Consorzio;
d) the Board of Auditors;
e) the Board of Arbitrators.
Item I – General Meetings
Art. 19 – Constitution and powers of the General Meeting.
The General Meeting comprises all the members, and non-member components of the bodies of the Consorzio participate in it without voting rights.
When properly constituted the meeting represents the totality of the members, and the meeting’s resolutions, taken in accordance with law and with this contract, are binding upon all members.
General Meetings may be ordinary or extraordinary depending on the procedures set out in the subsequent paragraphs.
Whether ordinary or extraordinary, the General Meeting is presided over by the President of the Management Committee or, in his absence or impediment, by the Vice President.
If both are absent the General Meeting appoints its own present, chosen from among the members present.
The person who presides over the General Meeting appoints a secretary and may request, where needed, the assistance of two scrutineers, chosen from among the components of the General Meeting.
Art. 20 – Convocation
Convocation of the members and of those who have the right to participate in the General Meeting is carried out by the President, by registered letter or fax to be sent at least ten days before the date set for the meeting.
As well as the agenda, the convocation notice must state the meeting place, which can be different from the registered office but not outside the national borders, and the date and time of the first and second convocation. The second convocation can also be set on the same date at a later time. In urgent situations the convocation can be issued by telegram or fax, to be sent three days before the date of the meeting.
The President must also permit discussion at the General Meeting of other subjects submitted in writing by ten members at least three days before the meeting.
If the conditions specified above are not fulfilled, the General Meeting, whether ordinary or extraordinary, is nevertheless properly constituted when all members with voting rights are present or represented, all members of the Management Committee and all the regular auditors.
Art. 21 – Voting
Every member has the right to vote provided that he or she has complied with his administrative obligations to the Consorzio. A member may give another member a proxy, provided that the person holding the proxy does not hold an administrative office. A member cannot represent more than one other member, with a separate proxy. Proxies must be mentioned in the minutes of the General Meeting and kept among the deeds of the Consorzio.
Votes are normally taken by a show of hands. For the election of officials of the Consorzio or when the voting concerns people or implies an opinion of such people, the vote is by secret ballot, unless the General Meeting decides otherwise. Resolutions passed by the General Meeting must be reported in the minutes signed by the President, by the secretary and by the scrutineers, if appointed, and transcribed into the appropriate book.
Art. 22 – The Ordinary General Meeting
The Ordinary General Meeting’s role is to determine the general direction of the activities of the Consorzio, in order to achieve its aims.
At the first convocation the meeting is properly constituted when at least half plus one of the members with voting rights are present or represented. At the second convocation, the meeting is valid whatever the number of members present or represented; in any case resolutions are passed by majority vote of those present.
The Ordinary General Meeting is held at least once a year, by the end of February.
It is also held whenever the Management Committee considers it necessary or appropriate, or when at least one fifth of the members with voting rights or the Board of Auditors request it in writing, stating the subjects to be discussed. In these latter situations the convocation must be issued within thirty days of reception of the request.
The Ordinary General Meeting:
a) approves the annual accounts of the Consorzio;
b) appoints and replaces members of the Management Committee;
c) appoints and replaces the members of the Board of Auditors and its President;
d) appoints members of the Board of Arbitrators and its President;
e) approves the internal regulations of the Consorzio and changes to them;
f) decides the responsibilities of the bodies of the Consorzio;
g) determines the remuneration or “attendance fees” to be paid to members of the Management Committee, the President and the Vice President, as well as the annual remuneration of the auditors;
h) takes decisions on other matters relating to the aims and management of the Consorzio entrusted to its competence by these articles or by the regulations or submitted for its examination by the Management Board or by those who requested the convocation.
Art. 23 – The Extraordinary General Meeting
The Extraordinary General Meeting is convened to take decisions on changes to be made to these articles, on the appointment and powers of liquidators, on joining other consortiums, bodies,andassociations, and on everything that its placed under its competence by law and by contract. The Extraordinary General Meeting is properly constituted at the first convocation when at least two thirds of the members with voting rights are present or represented, and, at the second convocation, when half plus one of the members with voting rights are present or represented.
Resolutions are passed when at least two thirds of the members present or represented vote in favour, unless the contract stipulates otherwise.
Item II – The Management Committee
Art. 24 – Constitution.
The Management Committee of the Consorzio consists of the following members:
a) The pro-tempore President of the Camera di Commercio I.A.A. (Chamber of Commerce) or his delegate;
b) 3 members elected by the General Meeting from among members of the Consorzio;
c) 3 representatives appointed by the founding handicrafts associations.
Members of the Management Committee have a three-year term and can be re-elected.
The Management Committee appoints its President from among the members in points a) and b) above and the Vice President.
If one or more members of the Management Committee resigns, a new appointment is made with 60 days of the date of the resignations, in keeping with the composition stated above.
The Management Committee meets at least once every three months and, in any case, whenever the President, or whoever stands in for him/her, considers it necessary, or when at least three Committee members request a meeting.
Its members are convened by the President, by registered letter, to be sent at least eight days before the date set for the meeting, stating the time, the day, the place of the meeting and the agenda.
In extraordinary and urgent situations the convocation may be made by telegraph or telephone, not less than two days before.
If the conditions described above are not fulfilled, meetings are valid when all members are present.
For a meeting to be valid at least half the members and the President or Vice President must be present. Members of the Board of Auditors and the Managing Director take part in meetings of the Management Committee, without voting rights.
Meetings are presided over by the President of the Consorzio or by the Vice President and the secretarial functions are carried out by one of the members of the Management Committee, appointed by the person who presides.
Resolutions are passed by majority vote of the Management Committee members present, and if there is a parity of votes, the casting vote is that of the person who presides.
The resolutions must be recorded in the minutes signed by the President and the Secretary and transcribed into the appropriate book.
Members of the Management Committee are entitled to reimbursement of costs incurred on behalf of the Consorzio, subject to presentation of the related documentation.
Art. 25 – Powers
The Management Committee of the Consorzio takes decisions
a) on the admission of new members or the Consorzio and of new owners of companies that have been sold;
b) on the debarment of members;
c) on the amount of the annual contribution to be paid for the running costs of the Consorzio;
d) on the amount of the admission fee for new members;
e) on checks and inspections to be carried out on the activities of members;
f) on imposition of penalties;
g) on the appointment of the managing director, and on his powers and duties;
h) on the hiring and placing of employees of the Consorzio;
i) on all matters that these articles place within the competence of the President or the General Meeting;
The Management Committee also:
– convenes the ordinary and extraordinary general meetings of members;
– prepares the budget and the final statement of accounts of the Consorzio, to submit for approval by the General Meeting;
– prepares the internal regulations of the Consorzio, to submit for approval by the Ordinary General Meeting;
– prepares any changes to these articles, to submit for approval by Extraordinary General Meeting;
– has all the powers to administrate the Consorzio, following the guidelines set by the General Meeting;
– has all the inherent or consequent powers connected with the collective trademark “Cremona Liuteria” and other trademarks or distinctive marks of the Consorzio, including, for example, powers relating to the depositing, registration, administration, maintenance in force, renewal, licensing for use, use or disposal of the same;
– can stipulate conventions with bodies, institutions and private individuals;
The responsibility of Management Committee members to member of the Consorzio is regulated by the terms of their appointment.
Heading III – The President.
Art. 26 – The President.
The President and the Vice President of the Consorzio are appointed by the Management Committee, remain in office for three years, and can be re-elected.
a) has full authority to represent the Consorzio, even in judicial matters, and signs its deeds;
b) subject to approval by the Management Committee, the President appoints lawyers and attorneys to represent the Consorzio in lawsuits brought by the Consorzio or brought against it, before civil or administrative judicial bodies, at any level of jurisdiction;
c) issues receipts for sums of money paid for any reason and by anyone to the Consorzio;
d) presides over the General Meetings and the Management Committee;
e) makes arrangements to implement the resolutions of the bodies of the Consorzio and carries out the duties assigned to him or her by the General Meeting or the Management Committee;
f) supervises the keeping and conservation of the documents and registers of the Consorzio.
Subject to prior authorization by the Management Committee, the President may delegate some of his/her functions to the Vice President, to one or more members of the Management Committee, to the Managing Director, or, with a special power of attorney, to other employees of the Consorzio. In the event of his/her absence or impediment, all the functions are carried out by the Vice President, whose signature testifies to the absence or impediment of the President himself/herself.
Art. 27 – the Managing Director
The Management Committee may appoint a Managing Director, to whom it may entrust the implementation of decisions by the bodies of the Consorzio and the administrative management of the Consorzio, but not representation of it.
The Management Committee decides the duties and powers of the Managing Director.
Heading IV – the Board of Auditors.
Art. 28 – the Board of Auditors.
The Board of Auditors checks that the accounts are properly kept, supervises the economic and financial management of the Consorzio in compliance with the law, and reports to the General Meeting, with its report on the final statement of account.
The Board of Auditors is composed of three permanent members and two substitutes, appointed by the Ordinary General Meeting even from among non-members of the Consorzio.
The permanent auditors participate, without voting rights, in General Meetings and meetings of the Management Committee.
The General Meeting appoints the President of the Board of Auditors, choosing a registered chartered accountant / auditor general from among the permanent members.
The auditors remain in office for three years and can be re-elected.
The auditors have the duties and powers foreseen under articles 2403 to 2407 of the Civil Code.
The annual remuneration of the auditors is decided by the Ordinary General Meeting.
HEADING V – THE BOARD OF ARBITRATORS
Art. 29 – the Board of Arbitrators.
The Board of Arbitrators is composed of three members, appointed by the Ordinary General Meeting, which selects its president. They remain in office for three years from the date of appointment and can be reappointed for a further term of the same length.
The Consorzio and its members entrust the Board of Arbitrators with the decision on all disputes where compromise is possible, arising from the application and interpretation of the rules contained in these articles, in the regulations and in the resolutions of the bodies of the Consorzio, or that arise between members of the Consorzio in the context of their relationships in the association.
Art. 30 – Procedure
The party that raises the issue must notify it by registered letter to the other party and to the President of the Consorzio, who will refer it to the Board of Arbitrators. The latter, after making an attempt at conciliation without success, makes a final judgement against which there is no appeal, applying criteria of equity and justice and submitting its reasons in writing.
HEADING V – FINAL AND TRANSITIONAL PROVISIONS
Art. 31 – Causes of ineligibility.
The following persons cannot be appointed to hold office in the Consorzio, and, if already appointed, forfeit their posts: those who are disqualified from holding office, those who have been declared unfit to practice, those who have been declared insolvent, those who have been given a sentence that involves disqualification, even temporarily, from holding public office or from conducting commercial activities or exercising managerial duties.
Members of the boards of auditors and arbitrators cannot be appointed and, if already appointed, forfeit their posts. The same applies to the spouses, relatives and relatives-in-law up to four times removed of Management Committee members, and to those who do paid work for the Consorzio in an on-going relationship.
Art. 32 – Internal regulations
The Management Committee prepares the internal regulations for the functioning of the Consorzio and for the execution and implementation of these articles, and submits them for approval by the General Meeting.
A copy of the proposed regulations, prepared by the Management Committee, must be made available to members of the Consorzio and of its bodies, by being deposited at the registered office at least fifteen days before the date of the General Meeting at which it will be submitted for approval.
Art. 33 – Liquidation.
Liquidators are appointed by an Extraordinary General Meeting that decides to dissolve the Consorzio and which also sets their duties and powers. Any surplus remaining upon dissolution and liquidation of the Consorzio will be allocated in accordance with the resolutions of the General Meeting. Any distribution of profits to members of the Consorzio or bodies or subjects that have similar purposes is however excluded.
Art. 34 – Deference to the law.
For anything that is not covered by these articles, the provisions of the law apply.
Art. 35 – Transitional measure
Members of the Consorzio who have not already signed the licence to use the “Cremona Liuteria” trademark, set out in the forms approved by the Consorzio, are required to do so, delivering the signed text to the Consorzio by and not later than the final time limit of 30 September 2003. Their membership will automatically cease on that date if they fail to do so.