PREAMBLE

The association was founded on the initiative of a small group of vintage boat enthusiasts, who met in a constituent assembly in Milan, Piazza Mirabello, at the San Fermo restaurant, on December 10, 1987, in the presence of the notary Dr. Massimo Mezzanotte.

The first Board of Directors was composed of Mr. Gianalberto Zanoletti, President, Mr. Carlo Gandini, Vice President, Mr. Riccardo Notarbartolo di Villarosa, Secretary, Ms. Marzia Fantoni, and Mr. Piero Maria Gibellini.

The first Board of Arbitrators was composed of Mr. Angelo Vassena, Mr. Gaddo della Gherardesca, and Mr. Silvio Caracci.

The first Board of Auditors was composed of Mr. Jean-Marc Droulers, Mr. Marcello Sancassani, and Mr. Oddone Balbo di Vinadio.

Gianalberto Zanoletti was the first President of the Association and held the office for 27 years, until his appointment as Honorary President, which took place by acclamation of the assembly on September 29, 2014: during the years of the Zanoletti presidency, ASDEC grew to become one of the leading national associations in the historic boating sector.

Gianalberto Zanoletti passed away in May 2019.

TITLE I

NAME – DURATION – REGISTERED OFFICE

PURPOSE

-ART. 1- NAME – DURATION – REGISTERED OFFICE

A non-profit cultural and amateur sports association is established, named “ASSOCIAZIONE SPORTIVA DILETTANTISTICA SCAFI D’EPOCA E CLASSICI – REGISTRO STORICO NAUTICO – Ente del terzo settore” or, briefly, “ASDEC ETS/ASD”.

The designation “Ente del Terzo Settore” (Third Sector Entity) and “Associazione Sportiva Dilettantistica” (Amateur Sports Association) and/or their acronyms ETS/ASD must be used in the name, deeds, correspondence, and any distinctive sign or communication addressed to the public.

The details of the registration in the National Single Register of the Third Sector (RUNTS) and in the National Register of Amateur Sports Activities must be indicated in the deeds, correspondence, and communications to the public.

The Association is established for an indefinite period and has its registered office in Milan.

– ART. 2 – CLUB BURGEE

The club burgee is swallow-tailed, with a red border; the central part, also swallow-tailed, is blue with a thin yellow line separating the two main colors.

The burgee that historic members are entitled to fly on their boats has a yellow star in the center of the blue part.

– ART. 3 – PURPOSE

The Association is a third sector entity which, on a non-profit basis, primarily pursues the following purposes of general interest:

• the organization and management of cultural and recreational activities of social interest, including promotional and dissemination activities, also through publishing, related to the protection of the historic nautical heritage [Art. 5 letter (i) Legislative Decree 117/2017];
• interventions for the protection and enhancement of the historic nautical heritage, pursuant to Legislative Decree no. 42 of January 22, 2004 (Code of Cultural Heritage and Landscape) and subsequent amendments [Art. 5 letter (f) Legislative Decree 117/2017].

ASDEC ETS/ASD pursues—not as a primary activity, but as supplementary to the main purposes stated above, as permitted by Art. 7, paragraph 1 bis, of Legislative Decree no. 36 of February 28, 2021—the activity of general interest concerning the organization and management of amateur sports activities [Art. 5 letter (t) Legislative Decree 117/2017].

Within the scope of the stated purposes, the Association sets the following objectives:

• the conservation of hulls of particular historical and cultural value;
• the encouragement of conservative restoration and maintenance according to original techniques and criteria, favoring the adoption of restoration and maintenance techniques for historic boats that respect the original design, materials, and equipment;
• the safeguarding and conservation of tools and materials used in traditional boating;
• the conduct of educational activities on these topics and the organization of training courses for historic boat certifiers;
• the recovery and conservation of the historical and technical nautical heritage, nautical culture, and related traditions;
• the establishment and management of the Historic Nautical Register, in which all data relating to historic boats that have been certified by certifiers graduated from ASDEC training courses, and those whose data the Association has been authorized to include, are collected and classified;
• the granting of patronage to events whose purpose is the achievement of the objectives indicated above;
• the preparation of an annual calendar of rallies, shows, and events related to historic boating, in order to promote their success and facilitate member participation;
• the awarding of prizes and recognition to participants in rallies, shows, and events that enhance nautical traditions and historic boating;
• the establishment of active relations with Italian and foreign entities, associations, and organizations with similar or related purposes;
• as a supplement to the previous activities (to be considered primary), the organization and management of amateur sports activities within the scope of historic pleasure boating, both at competitive and non-competitive levels.

The Association may not carry out activities other than those indicated above, with the exception of those connected, incidental, or instrumental to them.

The provisions of Legislative Decree no. 36 of February 28, 2021, apply to the Association’s activities, limited to the activity concerning the organization and management of amateur sports activities and, regarding the provisions of Chapter I, Title II of said decree, only insofar as they are compatible with Legislative Decree 117/2017.

TITLE II

ASSETS AND FINANCIAL MANAGEMENT

– ART. 4 – ASSETS

The assets consist of:

1. movable property, including those registered in public registers, and immovable property, which shall become the property of the association;
2. reserve funds established with budget surpluses;
3. grants, donations, and legacies;

The association’s income consists of:

1. membership fees;
2. reimbursements requested for the certification of vessels for the purpose of registration in the Historic Nautical Register;
3. contributions deriving from events or participation in them;
4. any other income that contributes to increasing the assets.

– ART. 14 – 5 –

ALLOCATION OF ASSETS AND ABSENCE OF PROFIT MOTIVE

The assets and income of the Association are used exclusively for the conduct of activities aimed at pursuing the purposes indicated in Art. 3. 3.

The direct or indirect distribution of asset components, operating profits, surpluses, funds, and reserves, however named, to founders, members or associates, workers and collaborators, directors, and other members of the association’s bodies is expressly prohibited.

It is specified that the activities indicated in Art. 8, third paragraph of Legislative Decree no. 117/2017 must be considered forms of indirect distribution of profits.

The prohibition applies not only in the event of withdrawal or with reference to any other hypothesis of individual dissolution of the association relationship, but also in the event of extinction and dissolution of the Association. Only cases of allocations or distributions imposed by law are excepted.

– ART. 6 –

Cash Statement – Financial Statements

The financial year coincides with the calendar year and ends on December 31 of each year.

The cash statement or, if required, the financial statements must be prepared according to the indications referred to in Art. 13 of Legislative Decree 117/2017: the accounting document must in any case represent the asset, financial, and economic situation of the Association in a true and fair manner.

Within four months from the end of each financial year—extendable to six months for justified needs—the Board of Directors must submit the final accounting document for the closed financial year to the members’ assembly. This document must then be filed with the National Single Register of the Third Sector (RUNTS) according to the indications referred to in Art. 13 of the Legislative Decree. 117/2017.

Should the conditions referred to in Article 14, 1st paragraph, of Legislative Decree 117/2017 be met, the Association is obliged to prepare a Social Report.

Should the conditions referred to in Article 14, 2nd paragraph, of Legislative Decree 117/2017 be met, the Association is obliged to publish emoluments, compensation, or fees of any kind attributed to the members of the management and control bodies, to managers, and to members.

– ART. 14 – 7-

Mandatory Corporate Books

The Association shall keep the mandatory corporate books indicated by Art. 15 of Legislative Decree 117/2017, specifically:

1. the register of members;
2. the book of meetings and resolutions of the assemblies, in which minutes drawn up by public deed must also be transcribed;
3. the book of meetings and resolutions of the Board of Directors and, if appointed, of the control body and any other corporate bodies.

The books referred to in letters a) and b) are kept by the Board of Directors. The books referred to in letter c) are kept by the body to which they refer.

All members have the right to examine the corporate books, upon request addressed to the President of the Association, who will agree with the applicant on the date of access: the examination must take place in the presence of a director.

TITLE III MEMBERS

– ART. 8 –

Categories of Members

Full members are both natural persons and entities, associations, and organizations with similar or related purposes, whose application for admission is accepted by the Board.

Historic members are full members who have been such for at least twenty consecutive years and who have regularly paid the annual membership fees since the year of admission.

Sports members are those who have applied for admission for the sole purpose of participating in cultural initiatives and rallies organized or sponsored by the Association and to engage in competitive and/or non-competitive pleasure boating activities.

Honorary members are natural or legal persons, associations, or other entities, both public and private, who have distinguished themselves for exceptional services rendered to the Association or for the extraordinary nature of their research and/or the importance of the activity carried out by them in favor of the recovery and conservation of the nautical heritage, the dissemination of maritime culture, and related traditions.

Honorary members are appointed by the Board of Directors, by unanimous vote of the participants, upon the proposal of at least three members.

– ART. 14 – 9-

The Membership Fee

Members belonging to all categories—with the express exclusion of honorary members—are required to pay, upon admission and subsequently by April 30 of each year, the annual membership fee established by the Board.

The membership fee is non-transferable and is not subject to revaluation.

– ART. 14 – 10-

Admission of New Members

The admission of a new member takes place, at the request of the interested party, by resolution of the Board of Directors. In the request, the member must indicate, in addition to their personal data, an email address—and, if available, a PEC (certified email) address—to which the Association’s communications should be sent.

The request is evaluated by the Board according to non-discriminatory criteria, consistent with the purposes pursued and the activities of general interest carried out.

The resolution by which the Board of Directors admits the member is communicated to the interested party and recorded in the register of members.

The resolution by which the Board of Directors rejects the request for admission must be reasoned and communicated to the interested party within sixty days. Against the resolution of the Board rejecting the application for admission, the aspiring member may, within sixty days of receiving the communication of rejection, appeal to the members’ assembly, which, if not specifically convened, shall decide on the appeal at its next meeting.

– ART. 11 –

LOSS OF MEMBERSHIP STATUS

Membership status is lost due to death, resignation, arrears, or unworthiness.

Resignations must be submitted by letter or email sent to the President of the Board of Directors and are effective from the moment the resigning member receives the letter or email by which the President communicates that the Board of Directors has resolved to accept the resignation.

The resolution of exclusion for arrears must be adopted by the Board of Directors: to be a cause for exclusion, the arrears must continue for over a year

and persist despite the invitation to settle them, made by registered letter with return receipt or PEC sent to the member at least sixty days before the Board meeting.

The resolution of exclusion for unworthiness must be adopted by the members’ assembly upon the proposal of the Board.

TITLE IV

BODIES OF THE ASSOCIATION

CHAPTER I

– ART. 14 – 12–

Corporate Bodies

The bodies of the Association are:

• the Assembly;
• the Board of Directors;
• the President;
• the Executive Committee (if appointed);
• the Secretary General;
• the Treasurer;
• the Control Body (if appointed);
• the Audit Body (if appointed);
• the Board of Arbitrators.

Elective offices, with the exception of the Control and Audit Body, are unpaid and entitle the holder to reimbursement of expenses, but only if authorized.

The free eligibility of the administrative bodies of the Association is expressly guaranteed.

CHAPTER II

THE ASSEMBLY

– ART. 13 –

Assembly: Powers

The Assembly is sovereign and has all the powers necessary to achieve the corporate purposes.

The Ordinary Assembly:

• resolves on the general and organizational guidelines and directives of the Association’s activities;
• elects and dismisses the members of the Board of Directors and the Board of Arbitrators;
• elects and dismisses—if appointed—the members of the Control Body and the Audit Body;
• approves the cash statement or, if required, the final financial statements, closed on December 31 of each year;
• resolves on the liability of the members of the corporate bodies and promotes liability actions against them;
• resolves on appeals against Board resolutions rejecting applications for admission from aspiring members and on the exclusion of members for unworthiness;
• approves any regulations for assembly proceedings;
• resolves on matters for which inclusion on the agenda is requested by at least 1/10 (one tenth) of the members;
• resolves on other matters attributed to its competence by law, the deed of incorporation, or the statutes.

The Extraordinary Assembly:

• resolves on amendments to the deed of incorporation or the statutes;
• resolves on the dissolution, transformation, merger, or demerger of the Association and provides for the appointment of the liquidator(s).

– ART. 14 – 14-

Convening of Assemblies

The members’ assembly is convened by the Board of Directors.

The convening must be carried out at least once a year within four months —or, for justified needs, within six months—from the close of the financial year;

it must also be carried out if requested by at least one tenth of the members entitled to vote and the request is accompanied by an indication of the topics to be placed on the agenda.

The members’ assembly is convened by written communication sent to each member entitled to participate at the email address indicated in the application for admission (or to that subsequently communicated in replacement of the previous one); the notice must contain the indication of the place, time, and agenda of the meeting; where the possibility of participation by audio/video conference is provided for, the notice must indicate both the platform chosen for the video conference and the access methods, as well as the telephone numbers and connection methods for those wishing to participate by audio conference.

The notice must be sent at least eight days before the date fixed for the meeting; in case of urgency, the period is reduced to three days.

Where participation by audio/video conference is provided for, the meeting is considered to have taken place at the location of the person recording the minutes.

Participation by means of telecommunication is permitted provided that the chosen means allows for compliance with the collegial method and the principles of good faith and equal treatment of participants. In particular, it is necessary that the chosen means allows: (i) the president of the assembly to ascertain the identity and legitimacy of the participants, to regulate the conduct of the meeting, and to ascertain and proclaim the results of the vote; (ii) the person recording the minutes to adequately perceive the assembly events being recorded; (iii) the participants to take part in the discussion and to express their vote on the items on the agenda simultaneously with the other members.

– ART. 14 – 15 –

Right to Attend the Assembly – Minutes

Historic, full, sports, and honorary members who are registered in the members’ book at the time the notice is sent and who are up to date with the payment of the annual membership fee have the right to attend the assembly.

Member entities, associations, and organizations are represented by their President or another of their members designated by them.

Each member may be represented by other members: the same person may not represent more than three members. Representation may be conferred on other members, even if they are Directors or Arbitrators.

For the purposes of assembly resolutions, the principle of a single vote applies: each member is entitled to one vote.

Scholars and experts in matters connected with the purposes and initiatives of the Association may be invited by the Board of Directors to participate in the Assembly.

The Secretary General is called upon to draw up the minutes of the assemblies, which must be signed by the drafter as well as by the President of the assembly.

– ART. 14 – 16 –

Chairing the Assembly

The assembly is chaired by the President of the Board of Directors or, in case of his absence, by the Vice President or, in case of the latter’s absence as well, by the director with the longest tenure in office.

It is the responsibility of the President of the assembly to ascertain the right to attend the assembly and the regularity of proxies.

– ART. 14 – 17 –

Quorum and Validity of Resolutions

The Ordinary Assembly is validly constituted regardless of the number of members present.

The Extraordinary Assembly is validly constituted with the presence of one third of the members entitled to attend.

The Extraordinary Assembly called to resolve on the dissolution of the Association and the devolution of assets is validly constituted with the presence of at least half of the members entitled to attend.

Resolves are approved with the favorable vote of the majority of those present; for the extraordinary assembly, the favorable vote of at least ten historic members is also required.

CHAPTER III

– ART. 18 –

Board of Directors

The association is managed by a Board of Directors composed of seven to fifteen members: they are elected, after determining the number of its members, by the members’ assembly for a term of three years and are eligible for re-election.

The majority of the directors are chosen from among the associated natural persons or those indicated by the associated legal entities.

Directors, within thirty days of the notice of their appointment, must request their registration in the National Single Register of the Third Sector (RUNTS), indicating for each of them their name, surname, place and date of birth, domicile, and citizenship; it is also necessary to indicate which directors are attributed the legal representation of the association, specifying whether separately or jointly.

In the event of resignation, disqualification, or death of a director, the members’ assembly at its first meeting shall provide for their replacement.

No compensation is due to the members of the Board.

Art. 2382 of the Civil Code applies regarding the causes of ineligibility and disqualification and, if and insofar as compatible with Legislative Decree 117/2017, Art. 11 of Legislative Decree no. 36 of February 28, 2021, with reference to the cause of incompatibility provided therein.

– ART. 14 – 19 –

Offices within the Board

The Board elects from among its members the President, the Vice President, the Secretary General, and the Treasurer.

– ART. 20 –

Convening and Resolutions of the Board

The Board meets whenever the President deems it necessary or when requested by at least two of its members; it must in any case meet at least once a year to resolve on (i) the draft cash statement or, if required, the final financial statements to be submitted to the assembly vote and (ii) the amount of the membership fee.

The Board is convened by the President or, in case of his absence, by the Vice President, by email containing the indication of the place, time, and agenda of the meeting, sent to directors, auditors, and arbitrators at least three days before the meeting; in case of urgency, convening by telephone notice forwarded by the Secretary General on the day preceding the meeting is permitted. Where the possibility of participation by audio/video conference is provided for, the notice must indicate both the platform chosen for the video conference and the access methods, as well as the telephone numbers and connection methods for those wishing to participate by audio conference. Where it is provided that the meeting takes place by audio/video conference, it must be organized so that the collegial method and the principles of good faith and equal treatment of participants are respected. In particular, it must be possible to proceed with the exact identification of the participants, thus allowing for the verification of their legitimacy to participate in the proceedings, and all participants must be guaranteed the possibility of participating in the discussion, expressing their vote on the items on the agenda simultaneously with the other members, and being able to examine, receive, and transmit documents.

For the validity of Board resolutions, the presence of the majority of its members and the favorable vote of the majority of those present are required; in the event of a tie, the vote of the person presiding over the meeting prevails.

For the admission of new members and for proposals to amend the statutes to be submitted to the Assembly, the favorable opinion of two thirds of the directors in office is required.

The Board is chaired by the President or, in case of his absence, by the Vice President or, in case of the latter’s absence as well, by the director with the longest tenure in office.

Minutes of the Board meetings are drawn up in a special book kept by the Secretary General, which will be signed by the President and the Secretary.

– ART. 21 –

Duties of the Board

The Board is vested with the broadest powers for the ordinary and extraordinary management of the association, without limitations, with the sole exception of those specifically reserved to the competence of the assembly.

In particular, the Board:

• resolves on the direction and conduct of the Association’s activities in compliance with these Statutes and the resolutions of the Assembly;
• resolves on the administration of the Association’s assets and income;
• draws up and approves the regulations necessary for the functioning of the association, the observance of which is mandatory for all members;
• appoints the Secretary General and the Treasurer;
• resolves on applications for membership;
• resolves on the amount of (i) the annual membership fee; (ii) reimbursements for the certification of vessels; (iii) in general, what is due from members and third parties for services rendered by the association;
• resolves on the acceptance of member resignations, on their exclusion for arrears, and proposes exclusion for unworthiness to the assembly;
• approves the draft cash statement or, if required, the final financial statements of the closed financial year, to submit them for the Assembly’s approval;
• ensures the correct maintenance of mandatory corporate books;
• manages and maintains the Historic Nautical Register and develops the regulations for the certification and registration of historic boats in the Register;
• appoints the Association’s representatives in commissions, bodies, and assemblies where such representation is provided for or otherwise appropriate;
• elects from among its members, where it deems it appropriate, the Executive Committee, determining its powers;
• resolves on the economic and regulatory treatment of employed workers, pursuant to Art. 16 of Legislative Decree no. 117/2017. 117/2017.

The Board may delegate its powers to one or more of its members.

– ART. 14 – 22 –

Conflict of Interest

Article 2475-ter of the Civil Code applies to the conflict of interest of directors.

– ART. 14 – 23 –

Liability

Directors, general managers, members of the control body, and the person in charge of the statutory audit are liable to the entity, corporate creditors, and third parties, pursuant to articles 2392, 2393, 2393-bis, 2394, 2394-bis, 2395, 2396, and 2407 of the Civil Code and article 15 of Legislative Decree no. 39 of January 27, 2010, insofar as they are compatible.

– ART. 14 – 24 –

Report to the Court and to the Members of the Control Body

At least one tenth of the members, the control body, the person in charge of the statutory audit, or the public prosecutor may act pursuant to article 2409 of the Civil Code, insofar as compatible.

Every member may report facts they deem censurable to the control body, if appointed, which must take the report into account in its report to the assembly. If the report is made by at least one twentieth of the members, the control body must act pursuant to article 2408, second paragraph, of the Civil Code.

– ART. 14 – 25 –

Executive Committee

The Board of Directors may appoint an Executive Committee with the task of providing for the implementation of the resolutions of the Board of Directors; it consists of the President, the Secretary General, and one to three Directors.

The Treasurer may be called to participate in the meetings of the Executive Committee. Minutes of the Executive Committee meetings are drawn up in a special book kept by the Secretary General, which will be signed by the President and the Secretary.

– ART. 26 –

President, Vice President, and Honorary President

The President—or, in case of his absence, the Vice President—legally represents the Association towards third parties and in court, ensures the execution of Board resolutions, and adopts, in case of urgency, any measure he deems appropriate, reporting in such case to the Board at its first subsequent meeting.

A historic member who has made a decisive contribution to the development of association life and the achievement of corporate purposes may be called to the office of Honorary President. The appointment is reserved for the ordinary assembly, which resolves upon the proposal of the Board of Directors.

The Honorary President remains in office for life, unless he resigns; he is an ex-officio member of the Board of Directors and participates in its meetings with the right to vote.

CHAPTER IV

SECRETARY GENERAL – TREASURER

– Art. 27 –

Secretary-General

The Board appoints a Secretary General from among its members: the Secretary General holds office for three financial years, expires together with the Board that elected him, and is eligible for re-election.

The Secretary General is assigned the following functions:

• ensures the regularity and timeliness of the convening of the association’s bodies;
• monitors that all association requirements are regularly and timely executed;
• takes the minutes of the meetings of the Board of Directors and the Executive Committee;
• exercises other powers assigned to him by the Board at the time of appointment or subsequently.

The Secretary General may delegate, under his responsibility, some of his functions to other directors.

The Secretary General may also hold the office of Treasurer.

– Art. 28 –

Treasurer

The Board appoints a Treasurer from among its members: the Treasurer holds office for three financial years, expires together with the Board that elected him, and is eligible for re-election.

The Treasurer is assigned the following functions:

• manages the administration of the Association’s assets and income according to the directives given by the Board of Directors;
• manages the accounting;
• prepares the draft cash statement or, if required, the final financial statements of the closed financial year and submits it for the approval of the Board of Directors.

In carrying out his functions, the Treasurer may avail himself of the assistance of a professional chosen by the Board of Directors.

CHAPTER VI

CONTROL AND AUDIT BODIES

– ART. 29 –

Control Body

The control body may be sole or collegial at the choice of the members’ assembly, which will provide for the relative appointment.

The appointment is mandatory when the conditions required by Art. 30 of Legislative Decree 117/2017 are met; in the absence of such conditions, the appointment may take place on a voluntary basis. In either case, the Control Body is appointed by the Assembly and holds office for three financial years, until the approval of the financial statements of the last financial year in office; its members are eligible for re-election. The termination of the Control Body due to expiry, whether collegial or sole, takes effect from the moment the body has been reconstituted.

Art. 2399 of the Civil Code applies to the Control Body—collegial or sole.

The collegial Control Body consists of three standing members and two alternates. The three standing members must appoint the President.

As for the requirements for holding office, the sole Control Body and, in the case of a collegial Body, at least one standing member and one alternate must be chosen from among the statutory auditors registered in the appropriate register.

The Control Body:

• monitors compliance with the law, the statutes, and respect for the principles of correct administration;
• monitors the adequacy of the organizational, administrative, and accounting structure and its concrete functioning;
• exercises monitoring tasks on the observance of civic, solidarity, and social utility purposes;
• verifies the regularity of the requirements inherent to the social report, if prepared, as provided for by article 14 of Legislative Decree 117/2017;
• prepares the annual report on the results of the inspections, controls, verifications, and monitoring work carried out.

The members of the Control Body may at any time proceed with acts of inspection and control, even individually, and for this purpose may ask the directors for information on the progress of corporate operations or on specific matters. The cash statement or, if required, the final financial statements must be submitted to the Control Body—sole or collegial—at least twenty days before the date fixed for the assembly convened for approval. The Control Body must prepare an annual report on the verification and monitoring activities carried out: the report is read to the assembly called to approve the financial statements. In the event of resignation, death, or disqualification from office of the sole Auditor, the members’ assembly must be convened as soon as possible for the appointment of a new control body.

In the event of resignation, death, or disqualification from office of one of the members of the Board of Auditors, the alternate registered in the register of statutory auditors takes over. The Control Body may exercise, upon exceeding the legal limits provided for by Art. 31 of Legislative Decree 117/2017, the statutory audit of accounts: in this case, it must be composed entirely of statutory auditors registered in the appropriate register.

In addition to the reimbursement of expenses, provided they are occasioned by the office and duly documented, the Control Body may be paid a fee determined by the Board of Directors, taking into account the non-profit nature of the Association.

The minutes drawn up by the Control Body are recorded in a special book by the body itself.

The members of the Control Body may attend the meetings of the Board of Directors.

– ART. 30 –

Audit Body

When the conditions set forth in Art. 31 of Legislative Decree 117/2017 are met, the appointment of an Audit Body is mandatory: if the audit is not entrusted to the Control Body, it must be assigned to a statutory auditor registered in the relevant register.

The appointment of an Audit Body may also be resolved by the Association’s assembly on a voluntary basis, even in the absence of the requirements stipulated by Art. 31 of the Legislative Decree. 117/2017.

The Statutory Auditor remains in office for three financial years; their term expires on the date of the Assembly convened to approve the financial statements for the last year of their term, and they may be re-elected.

The Statutory Auditor exercises supervision over the economic and financial management of the Association, reporting on the matter to the Board of Directors, and prepares an annual report on the final balance sheet.

– ART. 31 –

Board of Arbitrators

Any dispute relating to this contract and the social activity that may arise between members, or between members and the Association, its directors, or liquidators, is referred to the jurisdiction of three Arbitrators who are elected, even from among non-members, every three years by the Shareholders’ Assembly. In addition to the three Arbitrators, the Assembly must appoint two substitute arbitrators.

The Arbitrators are eligible for re-election; the position is incompatible with that of a member of the Board of Directors or an auditor.

The elected members shall proceed to appoint the President of the Board.

Each member must expressly declare their acceptance of the office within fifteen days of the communication of the appointment sent to them by the President of the Board of Directors.

In the event of non-acceptance of the appointment, or in the case of resignation, forfeiture, or death of a member of the Board, the substitute who obtained the highest number of votes shall take over; in the event of a tie, the older of the two shall take over.

Recourse to the Arbitrators is proposed by a petition addressed to the President of the Board, indicating the facts that gave rise to the dispute and the measure(s) requested.

In managing the proceedings, the Board of Arbitrators must respect the principle of cross-examination.

The Board decides by majority, on an equitable basis, within sixty days of receipt of the appeal, without formal constraints: when evidence must be taken or in cases of particular difficulty or sensitivity, the deadline is extended, by a measure taken by the President of the Board, for a period of time deemed reasonable to reach a balanced decision.

The decision is communicated to the parties and to the Board of Directors for the appropriate measures.

– ART. 32 –

Dissolution

The dissolution of the association is resolved by the assembly of members in an extraordinary session; the resolution must provide for the appointment of one or more liquidators.

The devolution of assets must take place, following the positive opinion of the Office referred to in Art. 45 of Legislative Decree no. 117/2017 and unless otherwise required by the law in force at the time of dissolution, in favor of the Fondazione Museo Barca Lariana E.T.S. or, in case of its impossibility or unavailability to accept, in favor of other Third Sector entities that have purposes and goals similar to those indicated in Art. 3 and that guarantee (i) the preservation of the Historical Nautical Register, the historical documentation, and the library collected by the Association; (ii) continuity in the management of the Register and in the collection of documentation and books.

TITLE VI

FINAL PROVISION

– ART. 30 –

For everything not provided for in these Bylaws, express reference is made to the provisions of the Civil Code, as well as to the laws regulating the matter, with particular reference to Legislative Decree no. 117/2017.

Signed Fabio Malcovati

Signed Andrea De Costa, Notary