Memorandum and Articles

MEMORANDUM AND ARTICLES

OF ASSOCIATION OF THE COMMITTEE

«DESIGN LUCE & LED MADE IN ITALY»

 

Whereas:

a)  that the technical work-Italian production in lighting is known worldwide for quality, safety, design, originality and inventiveness;

b)  that is widespread in the country and in the world a growing attention to the development, study, experimentation of lighting and its products, to the affirmation, the consolidation and the defence of the Italian product (“made in Italy”);

c)  that, even more so in a globalised world, the preservation and enhancement of the identity of the Italian product of lighting are shared widely at every level, as an example of excellence;

d)  that, at the approach of the important event of Milan EXPO 2015 with, therefore, the comparison and the positive challenge with the similar foreign experiences, the diffusion and the protection of the product and of the Italian design are perceived as living requirement;

e) that, in particular, lighting experts, and as entrepreneurs and fans, feel the need for their common and concrete commitment to these goals and, therefore, want to be promoters to raise funds and contributions to the achievement of them through a special Committee;

THE FOLLOWING IS APPROVED

 

Art. 1. – Name and Location

1.  It is established a Committee called «Design Luce & Led Made in Italy» by the undersigned founders and, upon subscription, promoters.

2.  The Committee’s headquarters is located in 20121 Milan, Italy, Via Marina nr 3.

 

Art. 2. – Feature and Purposes

1.  The Committee «Design Luce & Led Made in Italy» is a free group of Italian citizens and people around the world, of every profession, subjects expert in lighting and fans of Italian design and product, non-partisan, independent, nondenominational, nonprofit, founded on common and free interest of members about the Italian lighting and its identity, diffusion and preservation.

2.  The Committee, that is constituted without a time limit, has the purpose of coordination and service towards this members,    through the exercise of common tasks: it

a)  sustains and promotes actions for the defense and the exploitation of the Made in Italy and of the Italian design within the Italian technical-productive activity in the illumination, putting in evidence its peculiar technical, scientific, artistic, eco-friendly functions and its special nature in production and of commercial development;

b)  promotes the opportune contacts and links among the affiliate and with every technical, scientific, productive, commercial, cultural, artistic and didactic subject, involving every problem connected with the lighting, the design and the Made in Italy;

c)  develops actions of coordination of analogous activity promoted by every kind of subject;

d)  produces studies, statistics, cognitive and evaluative investigations, relationships, projects, courses and seminars of close examination and updating, surveys, events of disclosure of Italian lighting, of explanation of new discoveries, with particular respect to the containment of the energetic consumptions, also by press and every other type of communication;

e)  promotes a specific figurative trade mark, to grant in use to characterize and identify the design and the products made in Italy;

f)  formulates opinions and proposals in the competent centers at every level on the legislation and on the technical regulation;

g)  activates scholarships, contests, stages, collaborations with centers of study, universities, academies and polytechnics;

h)  institutes commissions of study and investigation for the analys is and the verification of the state of the national lighting       production in technical-scientific, economic, juridical, about patents and free-market fields;

i)  promotes the study and the marketing of design and products made in Italy in every community Country of the E.U. and all over the world, also in form of exhibition events;

j)  promotes the defense, also collective, of the Italian lighting product adverse to every form of servile imitation, of violation of the free market, of unlawful protectionism, of appropriation and usurpation of quality, of name, of intellectual and industrial ownership, of confusion, of direct and indirect monopolistic tendencies;

k)  promotes the recognition in Italy, Europe and all over the world of the fruits of the Italian inventiveness and the talent, of the marks, of the brands and of the design in the lightning, through patents, models of utility, copyright, models;

l)  promotes the knowledge and the application of the Italian and E.U. norms concerning every aspect of lighting;

m)  acquires studies and legal opinions and organizes, when necessary, punctual forms of collective legal assistance to defend design and products made in Italy;

n)  promotes every other useful action to the attainment of the Committee’s purposes.

 

Art. 3. – Founders

1.  Those who undersign this memorandum are the founders.

2.  The founders, through this memorandum, solicit the Italian and foreign public to become promoters of the Committee «Design Luce & Led Made in Italy».

 

Art. 4. – Promoters

1.  Promoters are the underwriters of the present memorandum according to the public appeal of the founders.

2.  The promoters can belong to the following categories:

a)  single subjects entrepreneurs and holders of Italian firms of any level who operates in the sector of the illumination in the form of society of every type or individual enterprise or cooperative having main Italian capital and with their production conforming to the rules of the Made in Italy, engaged in spreading the design and the Made in Italy in the lighting as patrimony of national excellence, as well as to protect them from monopolistic patent claims or distorting attempts on the market and servile imitations or disparaging actions and confusing coming from anybody;

b)  Italian citizen sand people around the world, of every profession, subjects expert or fans of lighting engaged in spreading the design and the Made in Italy in the lighting as important and traditional patrimony of national production of excellence, worthy of defense against monopolistic patent claims or distorting attempts on the market and servile imitations or disparaging actions and confusing coming from anybody.

3.  The aspirants promoters wanting to join the Committee on the founders’ public solicitation send a request to the founders themselves filling the form on purpose predisposed, downloading it also from the site of the Committee (www.designluceledmadeinitaly.it).

4.  The request of registration as promoter will be submitted to the approval of the founders; they will decide with no appeal and without obligation of motivation and shall give the communication of it to the applicant in the most useful way.

5.  The Committee will be constituted and activated when – the founders ex cluded – the least number of sixty (60) admitted promoters will bereached; among them, the subjects belonging to the letter a) of the precedent paragraph shall represent at least the 50% (fifty percent).

 

Art. 5. – Affiliates

1.  After the activation of the Committee at the attainment of the numerical objective according to the art. 4., paragraph 5., other subjects, having the requisite described in the letters a) and b) of the paragraph 2. of the art. 4., will be allowed to join the Committee as affiliate, in the sharing of the purposes of this memorandum.

2.  The aspirants affiliates will send a request to the President filling the form on purpose predisposed, downloading it also from the site of the Committee (www.designluceledmadeinitaly.it).

3.  The request of registration as affiliate will be submitted to the approval of the President and of the Governing Council, who will decide with no appeal and without obligation of motivation.

 

Art. 6. – The Founders’, Promoters’ and Affiliates’ Obligations

1.  The founders, the promoters and the affiliates are engaged in actively participating in the life of the Committee, making their own knowledges and experiences available and assuming free charges in the organs of the Committee, for the development and the attainment of the common purposes.

2.  The founders, the promoters and the affiliates are engaged in feeding, in reason for year and with constancy, the common fund of the Committee, with suitable contributions that allow the carrying out of the common activity for the attainment of the goals of the same Committee.

3.  Transitorily and provisionally for the first two years, the least contribution to be paid by the founders, the promoters and the affiliates at the moment of the registration it is established in Euro 200,00 (two hundred / /00) (i.e. US$ 275,00) una tantum for rights of admission, further to Euro 200,00 (two hundred / /00) (i.e. US$ 275,00) for every one of the first two annuities.

4.  Subsequently to the first two years, the contribution of registration and the yearly contribution at the least will be determined by the Governing Council, except every other voluntary liberal contribution.

5.  Founder’s, promoter’s and affiliate’s quality can be lost for renouncement, for clear contrariety to the goals of the Committee, for serious and repeated violations of the statute and the obligations in it; in these cases, it shall be pronounced by the Board of the Directors or by the Governing Council, whose decisions may be appealed only in front of the General Assembly.

 

Art. 7. – Transitory Organs of the Commitee

1.For the first two years, the organs of the Committee are provisionally replaced by a Board of Directors, of five components, including the President, the Vice President, the Secretary, the Treasurer and the Responsible for the Public Relations.

2. The Board of Directors, for the first two years, is namely composed as follows:

  • President: il Dott. Gianfranco Librandi
  • Vice President: l’Ing. Andrea Mazziotti di Celso
  • Secretary: Ing. Alvaro Andorlini
  • Treasurer: Dott. Davide Busnelli
  • Responsible for the Public Relations: nomination incoming

3.  Two months before the expiration of the first two years, the President shall summon the General Assembly of the Founders, Promoters and Affiliates to elect, within itself, the Organs according to art. 8., paragraph 1., letters to), b) and c), with the functions detailed in the paragraph 8. of the same, as well as of the art. 9.

4.  The first two years elapse from the date of signature of the present Memorandum by the Founders and expire on December 31st 2016, date within which it shall be summoned the general Assembly sued in the presurrender paragraph 3. for the election of the definitive Organs.

5.  The social year begins on January 1st and finishes the 31st December of every year, save the first exercise, that will be closed on December 31st 2014, independently from its beginning.

 

Art. 8. – Ordinary Organs of the Committee

1. The Ordinary Organs of the «Comitato Design Luce & Led Made in Italy» are the following:

a)  the President and the Vice President;

b)  the Secretary General;

c)  the Treasurer;

d)  the General Assembly of the founders, promoters and affiliates;

e)  the Governing Council;

f)  the Sole Accountant.

2.  After the first two years, the Governing Council is elected, for the three years, by the General Assembly of the founders, promoters and affiliates, by secret ballot, in a number of components determined from time to time in the same assembly, from a minimum of five to a maximum of eleven.

3.  The General Assembly of the founders, promoters and affiliates deliberates with the simple majority of the presents; it handles to determine the general orientation of the Committee; verifies the necessary economic availabilities to the carrying out of the activities of the Committee also individualizing the annual requirement and the way to raise funds among the not affiliates; elects the Governing Council; approves the final balance; it gathers once a year and in a unique summon.

4.  The President, the Vice President, the General Secretary and the Treasurer are elected by secret ballot with absolute majority of the voters with separate votes from the Governing Council, within itself, for the three years.

5.  The President – or, in case of his impediment, the Vice President – yearly summons the General Assembly and leads it; he also summons and leads the Governing Council; has the legal representation of the Committee and promotes its activity, helped by the Governing Council; gives execution to the deliberations of the General Assembly and Governing Council.

6.  The Secretary General cares the records of the reunions of the General Assembly and of the Governing Council; helps the President to organize and to the prepare the activities of the Governing Council and maintains the correspondence; in case of absence, is replaced by the youngest Adviser of age.

7.  The Treasurer has function of steward of the Committee; it holds the prescribed recordings and signs, jointly to the President, the orders of payment, predisposes the schemes of budget, cares the estate of the accounting; takes care of every fulfillment of fiscal nature.

8.  The Governing Council gives execution to the deliberations of the General Assembly and develops every useful activity for the administration of the Committee and the realization of the common goals; approves or rejects the requests of registration of aspirants; manages the control around the respect of the present memorandum, using the faculty to instruct procedures of verification and check; handles the registration of the mark of the Committee.

9.  General Assembly elects within itself the Sole Accountant, in person of a real Auditor and a substitute, chosen by secret ballot for the three years-old duration. The Sole Accountant (real or, in case of his/her impediment, the substitute) is entitled, besides the bookkeeping verifications proper of the auditors, to settle pro aequitate the possible controversies risen between the Governing Council and the General Assembly; to watch over on the regular execution of the elections and to decide, with judgment not open to appeal, the complaints about the regularity of the same.

 

Art. 9. – Commissions

1.  The Governing Council can constitute, within itself and also with the support of other founders, promoters and affiliates, Commissions that develop preliminary activity, of investigation or advisory on specific matters, with obligation to report to the same Council.

2.  In any case, the following Commissions are established:

a)  the Regulation Commission, composed by the President, the General Secretary and the Treasurer or their delegates, that will provide within one year from the activation of the «Comitato Design Luce & Led Made in Italy» to the attainment of the numerical objective according with the art. 4., paragraph 5., to the editing of a proposal of Regulation to implement the present memorandum, to submit to the General Assembly;

b)  the Commission of cognitive investigation and propositions, constituted by the President, the Vice President, the Secretary General or their delegates, by other founders, promoters and affiliates in suitable number, by experienced also external, that will take care of an analysis detailed of the state of the national lighting product and of the design in technical-scientific, economic, commercial fields, in relation ship to the foreign markets, so that to offer to the affiliates a databas euseful for their projects, for the organization and for the development of the Italian product;

c)  the Technical-juridical Commission, constituted by the President, the Vice President, the General Secretary or their delegates, by other founders, promoters and affiliates in suitable number, as well as from experts and external advisors; it will study the juridical situation, the policy of patents, the free market and the impact of dominant and/or distorting positions, so that to offer to the affiliates a solid technical-juridical plant to the purpose to act a common defense and informative actions, as well as to create the juridical conditions for the common assistance of the partners, in their representation and on their collective mandate.

 

Art. 10. – Trademark of the Commitee

1.  The Committee is endowed with a figurative trademark, in progress of recording in Italy and, to the necessity, in foreign countries, as from following image:

Logo Comitato Design Luce & Led Made in Italy

2.  The affiliates will be allowed to use the trademark as typical sign of the Italian lighting production of excellence, previous written authorization released by the Governing Council in person of the President.

 

Art. 11 – Changes to the Statute and to its Rule

1.  Every change to the Statute shall be approved by the General Assembly with the qualified majority of the two thirds of the bystanders.

2.  Every change to the Regulation to implement the memorandum shall be approved by the qualified majority of the two thirds of the bystanders of General Assembly.

 

Art. 12. – Dissolution

1.  In case of dissolution, deliberated by the General Assembly with the majority of the two thirds of the voters, the patrimony of the Committee will be devolved in beneficence to universities or centers of study and search on lighting, previous the full payment of the possible deficit existing at the moment of the dissolution.

2.  Deliberate the dissolution of the Committee, the General Assembly elects a Liquidator, who shall handle the liquidation of the patrimony according to what established in the precedent paragraph.

 

Art. 13. – Application of Recognition as ONLUS

1.  The Board of Directors and the Governing Council will promote the necessary administrative initiatives for the obtainment of the recognition as noprofit organization of social utility (ONLUS), according to the art. 10 of the d.lgs. December 4th 1997, n. 460 and ss. mm., in consideration of the purposes of the «Comitato Design Luce & Led Made in Italy» [education, formation, promotion and exploitation of the cultural goods, guardianship and exploitation of the environment, promotion of the culture and the art, scientific search of particular social interest, as defined by the art. 2, 1° co., lett. f) d.P.R. June 14th 2003, n. 135 (reduction of the energetic consumptions)].

 

Art. 14 – Website and Communication

1.  The Committee is equipped with an own website, having recorded the dominion www.designluceledmadeinitaly.it, which is the official organ of information and communication of the same Committee.

2.  To the goals of the simplification and the timeliness, every communication among the Committee and founders, promoters and affiliates, also for the summon of meetings, will happen in computer way, via e-mail or certified e-mail, substitutive of every papery support.

 

Art. 15 – Controversies

1.  Every controversy related to the interpretation, to the execution, to the applications of this memorandum shall obligatorily be preceded, under penalty of preclusion, by the procedure of optional mediation (ADR al ternative dispute resolution) according to the D. Lgs. March 4 th 2010, n. 28 and ss. mm.; in every case, it will have exclusive competence the Court in Milan.

 

Art. 16 – Applicable Regulations

1.. For what not considered in this act, the Italian Civil Code and every other Italian law shall be applied.

 

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Read, confirmed ad signed in Milan, 27TH March 2014.

 

 

 

The Founders of the Committee «Design Luce & Led Made in Italy»

1) Gianfranco Librandi
2) Andrea Mazziotti di Celso

 

 

who give communication of it to the Italian and Foreigner public to solicit to become promoters of the «Design Luce & Led Made in Italy» Commitee.