European Sign Industries Association
Established by notarial deed No. 30898 on November 16, 2023

Title I – Name and Headquarters

Title II – Social Objectives

Title III – Members

Founding Members
Individuals or legal entities that established the Association.

Full Ordinary Members
Individuals or legal entities providing goods or services in the signage and visual communication sectors.
They have voting rights and may hold institutional roles. Admission is approved by the National President, with binding input from the National Council.

Ordinary Members
Individuals or legal entities in the signage and visual communication sectors.
They may hold institutional roles but do not have voting rights. Admission is approved by the General Assembly.

Supplier Members
These are companies, including foreign ones, that produce, market goods, or provide services to member companies. They are divided by types of activity and have the right to vote.
Their admission is decided by the National President, subject to a binding opinion from the National Council. The supplying company may be represented by an attorney authorized by a written proxy granted by the legal representative.

Honorary Members
Individuals who have made significant contributions to the Association. They are exempt from annual membership fees, have voting rights, and may hold institutional roles.

Project Partners
Organizations, entities, associations, or professionals financing specific Association projects.
Admission is approved by the National Council.

Membership Admission
The decisions of the designated body regarding new member admissions are final.

Article 5 – Rights and Obligations of Members
The internal organization of the Association is based on principles of democracy and equality of rights for all members, considering the specificities of each membership category.

Article 6 – Forfeiture, Withdrawal, Suspension, Exclusion, and Transfer of Membership Shares

Forfeiture
Members lose their membership due to forfeiture if they no longer carry out the activities for which they were admitted, except for Honorary Members.

Withdrawal
Members may withdraw from the Association by providing notification via certified email (PEC) by September 30 of each year, or no later than 15 days from receiving notification of an increase in the annual membership fee (excluding adjustments for inflation or increases of up to 10%).
Withdrawal takes effect from the following January 1 in the first case or upon acknowledgment by the National Council in the second case.

Suspension
Members may be suspended for non-payment of dues or for violations of the Statute, Regulations, or Code of Ethics.
The Regulations outline the procedures for recovering membership fees and for reinstatement or exclusion of members.
Suspension results in the interruption of any services provided to the member and the suspension of voting rights.

Exclusion
Members may be excluded for non-payment of dues or for serious violations of the Statute, Regulations, or Code of Ethics.
The National Council decides on forfeiture, suspension, and exclusion.

Title IV – Association Bodies

Article 7 – Bodies of the Association
The Association’s bodies are as follows:

National Bodies

• General Assembly of Members
• National Council
• General Director
• Presidency Council
• National President

Control and Judicial Bodies

• Board of Auditors
• Board of Arbitrators

Chapter I – National Bodies

art. 8 – Assemblea Generale dei Soci
The General Assembly of Members is the sovereign body of the Association.
The General Assemblies may be ordinary or extraordinary.
Notifications must be sent in writing via PEC or email to each member at least twenty days before the meeting.

Membership Categories and Voting Rights:

• Regular Members (Active): Have voting rights and may be represented by other members via proxy.
• Regular Members (Suppliers): Have voting rights and may be represented by other members via proxy.
• Regular Members: Enjoy all services provided by the Association but do not have voting rights, as their membership fee is lower.
• Honorary Members: Have voting rights and may be represented by other members via proxy.
• Suppliers: Have voting rights and may be represented by other members via proxy.
• Founding Members: Have voting rights and may be represented by other members via proxy. In case of a tie, their vote counts double.

Each member may represent up to three other members. A proxy can be given to a non-member, who can represent only one member and cannot further delegate representation.

The General Assembly may be held in multiple locations connected via audio/video, ensuring collegiality and fair treatment of all members.

Article 9 – National Council
The National Council consists of the President, two Vice Presidents, four Councilors, and the General Director.
Each member has one vote, and in case of a tie, the President’s vote counts double.
Meetings may include non-voting participants such as delegates, collaborators, and experts.

The National Council is empowered to:

• Set the annual membership fee and payment deadlines;
• Approve and amend the Regulations and Code of Ethics;
• Decide on membership forfeitures or exclusions;
• Approve asset transactions and accept donations or bequests.

Meetings may be held via video conferencing.

Article 10 – National Presidency
The National Presidency consists of the President, two Vice Presidents, and the General Director, elected by the General Assembly.

The President holds two votes, while the Vice Presidents and General Director have one vote each.

In the absence of the President, the senior Vice President assumes the role. If a Vice President is unavailable, the position is filled by the first runner-up from the previous election or through new elections.

The National Presidency:

• Promotes the Association’s political activities;Ensures implementation of National Council resolutions;
• Can make urgent decisions subject to later ratification by the National Council;
• Prepares the Association’s financial statements for approval by the General Assembly.

Appoints, including selecting from non-members:

• Treasurer: Responsible for financial records and preparing budgets.
• General Director: Acts as the organizational point of reference, managing all activities and operations. The role may be delegated to external parties and revoked by the Presidency.

Assumes all necessary measures for the administration, organization, and functioning of the Association, following the planning of objectives and quantification of spending budgets, with the authority to delegate to third parties.

The Director General and the Treasurer may be revoked by the Presidency.

Article 11 – National President
The National President:

• • Has the political and legal representation of the Association;
  • Has the power to initiate and oversee the proper functioning of the Association;
  • Represents the essence of the Association, expressing and ensuring its unique characteristics and representation in public and institutional settings;
  • Is the legal representative of the Association in all matters before third parties and in legal proceedings, with the authority to appoint lawyers to act and defend in court;
  • May delegate acts within their competences.

In the event that the Director General has not been appointed, the President assumes these functions temporarily. In case of impediment, the National President is replaced by the Vice-President designated by them.

Chapter II – Control and Judicial Bodies

Article 12 – Board of Auditors
The Board of Auditors is appointed by the National Assembly, which may select members even from non-members.

Each member may express up to two preferences, choosing from the candidates listed in a document specifically prepared and distributed to all members before the Assembly.
The candidates receiving the most votes are elected, and in case of a tie, the candidate with the longest membership in the Association is elected.

The Board of Auditors consists of three full members and two substitutes.
The President of the Board of Auditors is the candidate who receives the most votes.
The Board of Auditors monitors the financial and economic management of the Association and ensures the proper administrative and accounting functioning.
The Board of Auditors issues its opinion on the financial report with a written statement.

Article 13 – Board of Arbiters (Probiviri)
The Board of Arbiters is made up of three members with at least five years of association experience, appointed by the Assembly. They are not entitled to any compensation.
In case of a tie, the candidate with the most years of membership in the Association is elected.
The position of President is assumed by the candidate who receives the most votes.
If a member of the Board of Arbiters resigns or is otherwise unavailable, the Board is integrated by co-optation, as decided by the National Council, to ensure its immediate operability.

The Board of Arbiters resolves internal disputes between members, between the governing bodies, and between members and the governing bodies, as well as any disputes regarding the interpretation and application of the Statute and the Regulation.
The Board of Arbiters also enforces the sanctions specified in Article 30 of the Statute.

The Board of Arbiters may, in case of inactivity of the National President, call the National Council at the request of at least three members of the Council.
If the conditions outlined in Article 10 of the Statute apply, the President of the Board of Arbiters may also serve as interim National President, in derogation of Article 28.

Title V – Groups, Referents, and Participations

Article 14 – Internal Groups and Committees
The Association may establish associative groups and committees with specific purposes, provided they are regulated and governed in harmony with this Statute and Regulation.
The creation of groups must be authorized by the National Council.

Article 15 – Thematic Groups
The Association may create Thematic Groups, the President of which is a member of the National Council by right.
The goals and functioning of the Thematic Groups are regulated by a specific Regulation, approved by the Assembly of the Group in accordance with the Association’s Statute and ratified by the National Council.

Article 16 – Referents and Consultants
In carrying out its activities, the Association may use referents and consultants with specific expertise in areas of interest to the Association.
They carry out study and consulting activities for the Association.
Referents and consultants are appointed to carry out their respective roles by the National Presidency, with the approval of the National Council.
They report to the National Presidency or its delegate.

Article 17 – Participation in External Organizations
The Association may participate in external organizations, including those belonging to the EU or outside the EU, provided they align with the principles and purposes of this Statute.
Participation must be authorized by the National Council.

Title VI – Economic and Financial Management

Article 18 – Assets and Economic Resources

The Association obtains the economic resources for its functioning and the performance of its activities from:

1. Movable and immovable property;
2. Registered trademarks and web domains;
3. Membership fees and contributions from members;
4. Contributions from public entities or institutions, also aimed at supporting specific and documented programs carried out in line with the statutory purposes;
5. Income from contracted services;
6.  Revenues from the sale of goods and services to members and third parties, including through the conduct of commercial activities, carried out in an
   auxiliary and subsidiary manner and aimed at achieving the institutional goals;
7. Donations from members and third parties;
8. Income from promotional initiatives aimed at financing the Association;
9. Legacies, donations, or bequests;
10. Other income consistent with the purposes of the Association.

The proceeds from activities may not, under any circumstances, be distributed among the members, even indirectly.

The financial commitments of the Association are solely guaranteed by the funds mentioned above and by the movable and immovable property of the Association for obligations assumed by those who represent it.

Third-party creditors must assert their rights exclusively against the assets of the Association itself (IF RECOGNIZED).

Article 19 – Budget and Financial Statements

Given that the financial year closes on December 31 each year, the budget must be prepared by March 30 of each year, and the financial statements must be approved by June 30 of each year.

At the end of each financial year, the following must be prepared:

1. The financial statement with the corresponding report from the National President;
2. The economic final report;
3. The financial statement for the year;
4. The economic budget
5. The report from the National Presidency on the program carried out;
6. The report on the financial statement from the Board of Auditors.

Any surplus or deficit will be transferred to the “Endowment Fund” for use in subsequent financial years, with the prohibition of distributing, directly or indirectly, profits or surpluses, funds, reserves, or capital during the life of the Association.

Article 20 – Document Retention
All historical documentation of the Association must be preserved indefinitely.
All management documentation of the Association must be kept for at least five years, unless otherwise provided by law.

Article 21 – Dissolution of the Association
In the event of dissolution, the net assets, after settling any liabilities, will be donated to another association with similar purposes, to charitable works, or public utility projects, to be identified by the Assembly, which, pursuant to Article 8, shall make the dissolution decision.

Title VII – Various Provisions

Article 22 – General Rules
In addition to individuals, candidates for the election of the Association’s organs can be owners of sole proprietorships and legal representatives of collective enterprises (legal entities), excluding Regular members.
Honorary members may also stand for election.
Members of the Association’s organs serve for five years and are eligible for re-election to the same positions.
No member of the National Presidency, National Council, Board of Auditors, or Board of Arbiters may hold more than one association position at the same time.
All positions are honorary, except as provided in Article 8, point e.
All votes are typically public; they are secret ballots when they concern individuals or if at least half of the attendees request it.

Article 23 – Regulation of Associative Activity
The associative activity is governed by the rules of this Statute and the related Regulation and, where not otherwise specified, by the provisions of the Civil Code, as well as by Legislative Decree No. 460/97 and subsequent amendments and integrations.

Article 24 – Sanctions
Members responsible for behaviors contrary to the provisions of this Statute and the related Regulation may be subject to the following disciplinary sanctions, depending on the severity of the offense, as determined by the Board of Arbiters:

• Reprimand;
• Written warning;
• Suspension (from a minimum of 1 month to a maximum of 12 months);
• Exclusion.

Article 25 – Regulations
The regulations govern the functioning of the Association in accordance with this Statute.
The Statute Implementation Regulation may be updated by the National Council whenever necessary.
The goals and functioning of the Internal Groups are governed by specific Regulations, adopted and updated by the group whenever necessary, and ratified by the National Council.

Article 26 – Entry into Force of the Statute
This Statute will come into force on November 9, 2023