Corporate bylaws

 

Corporate bylaws “COOPERATIVA AUTOSERVIZI TIBURTINI cooperative society with limited liability”.

COMPANY

ARTICLE 1 – The producers and labour cooperative society is established with the name: “COOPERATIVA AUTOSERVIZI TIBURTINI cooperative society with limited liability”.

OFFICES

ARTICLE 2 – The registered office of the corporation shall be in TIVOLI. 

MUTUAL BENEFIT

ARTICLE 3 – The Cooperative Society Autoservizi Tiburtini shall operate to obtain the maximum income from the work of its members and to guarantee the satisfaction of its members’ and their respective families’ moral and material needs.

SHARES

ARTICLE 4 – The stock may vary and is composed of an unlimited number of shares to the value of Euro 52 (fifty two) On signing, members shall pay at least half of the due amount.

MEMBERS PRE-REQUISITES

ARTICLE 5 – The number of members is unlimited, but not less than nine.

ADMISSION OF NEW MEMBERS

ARTICLE 6 – Anyone who wish to become member shall send in a written application to the Board of Directors stating:

ARTICLE 7 – Within thirty days from admission, each member shall pay an entrance fee to be charged to a reserve fund.
ARTICLE 8 – If a member does not fulfil obligations provided by art. 7, he will forfeit its right of admission and all deposits, that will be acquired by the company as a reserve fund.

TRANSFER OF SHARE

ARTICLE 9 – Members cannot pledge or obligate their shares without authorization from the Board of Directors.

WITHDRAWAL OF A MEMBER

ARTICLE 10 – At any time, a member may withdraw by written notice to the cooperative.
Any such withdrawal is effective after sixty days from the date on which the cooperative received the notice.

EXCLUSION OF A MEMBER

ARTICLE 11 – A member who no longer meets the requisites stated in art. 5, or who is not in compliance with art. 6 and 7, may be excluded.

DEATH OF A MEMBER

ARTICLE 12 – In case of death of a member, one of his/her successors in title may take his/her place, subject to agreement of the other successors.

LIQUIDATION OF SHARE

ARTICLE 13 – A member which has resigned, or his/her successors, have the right to reimbursement of the shares which have been fully paid.

MEMBERS MEETING

ARTICLE 14 – The Members Meeting, constituted legally, represents all of the members and its resolutions, made in conformity with the law and the present Bylaws, binds all members even if absent or dissenting.
ARTICLE 15 – The Members meeting shall be regular or special. The ordinary Meeting nominates administrators and auditors and deliberates on all matters submitted for examination by the Board of Directors.
ARTICLE 16 – The regular Meeting must be called at least once a year, within 120 days from the end of the year.
ARTICLE 17 – The Special Meeting is called  when the Board of Directors considers it appropriate.
ARTICLE 18 - The regular Meeting must be called within thirty days from the written request of the Board of Auditors, if designated, or of members that represent at least one fifth of the total number of the members’ votes.
ARTICLE 19 – Only members recorded in the register of members from at least three months have the right to vote.
ARTICLE 20 – Regular and special Meetings are constituted as valid, whatever the subject may be:
in first convocation, with the presence of members that represent the majority of the total number of the members’ votes;
in second convocation, whatever the number of members or their delegates present.
ARTICLE 21 – Meetings are chaired by the Chairman of the Board of Directors or, in his/her absence, by the person designated by the majority of the votes of the members present.
ARTICLE 22 – The resolutions of the Members Meetings must be recorded in minutes, signed by the Chairman and by the secretary, and must be recorded in a special register.
ARTICLE 23 – Normally, members vote by show of hands.

BOARD OF DIRECTORS

ARTICLE 24 – The Board of Directors is composed of a minimum of three and a maximum of seven members appointed among the members.
ARTICLE 25 – If the posts of one or more administrators fall vacant, the council shall replace them.
ARTICLE 26 – The Directors are reimbursed for the expenses incurred in their office and the Members Meeting can decide, for each member of the Board of Directors, a differentiated emolument.
ARTICLE 27 – The Board of Directors shall elect one of its members as Chairman.
ARTICLE 28 – The Board of Directors is convened, at the registered office or in another location, by the Chairman as often as necessary or at the request of a Director.
ARTICLE 29 – The Board of Directors shall have the largest powers for the ordinary and extraordinary administration of the company and thus have the authority to take all actions it deems necessary to achieve the corporate purpose, except those that the law and the present bylaws reserve to the Members Meeting.
ARTICLE 30 – It is up to the Chairman of the Board of Directors to sign for and to represent the company; he gives all the suitable dispositions to execute the resolutions of the Board of Directors; he chairs the meetings of the Council and the Members Meetings.

BOARD OF AUDITORS

ARTICLE 31 – The Board of Auditors is composed of three permanent members and two deputy-Auditors, elected by the Members Meeting which determines their annual emoluments.
ARTICLE 32 – The Board of Auditors controls the business management, monitors compliance with laws and bylaws and correct accounting.
A Meeting of the Board of Auditors shall be called at least every three months.
ARTICLE 33 – The balance, ad its enclosures, shall be made available to the Board of Auditors at least thirty days before the Meeting, in order to draw up the annual report that must be enclosed to the balance.

ASSETS

ARTICLE 34 – The Company’s Assets consist of:
the Capital Stock;
the reserve Fund;
special funds created with the purpose of improving the welfare, mutual assistance and education of members and subordinates.

BALANCE

ARTICLE 35 – The accounting period shall end on 31 December of each year. The Board of Directors must deposit the draft balance, to be approved by the Members meeting, within 120 days after the closing of the accounting period.

PROFITS

ARTICLE 36 – The net profits shall be divided as follows:
among working members;
30% to the legal reserve Fund;
3% to mutual aid funds;
the remaining shall be distributed to the members. 

LIQUIDATION

ARTICLE 37 – In the event of dissolution, the Meeting, by the majority provided for in art. 20, shall appoint one or more liquidators, specifying their powers and fixing their remuneration.

COMPANY REGULATIONS

ARTICLE 38 – The company regulations consist of three parts:
technical and administrative working procedures;
Meeting procedures;
work organisation.

ARBITRATION CLAUSE

ARTICLE 39 – A Board of Arbitrators, composed of two members appointed by the parties,  shall resolve any controversy about all matters relating to the interpretation or execution of the social contract.

GENERAL PROVISIONS

ARTICLE 40 – For anything not contemplated in these bylaws, the applicable provisions of law on cooperative societies with limited liability run following the principles of mutual aid and consistent with rules about limited liability companies, shall be enforced.