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| Statute |
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STATUTE
ARTICLE 1 (Name and headquarters)
"BUSINESS CLUB MILAN IN" (here called Club) is a non profit association. Its headquarters are in its President’s house.
ARTICLE 2 (Purposes and aims)
The Club’s purposes and aims are:
To promote new ideas and business opportunities and to gather people who can carry them out.
To promote meetings and discussions, both formal and informal, about work and business, at cocktail parties, dinners, conventions, seminars and courses.
To promote a positive vision of the business world in our society.
ARTICLE 3 (Members)
Section A (Requirements)
To become a Member it is necessary to be over 18 years old, with good moral behaviour and excellent reputation. It is also necessary to be a Member of the site www.linkedin.com and to be disposed to accept the link to the Club’s President.
Section B (Classification of Members)
1- ORDINARY MEMBER.
He/She has full rights, power and advantages and must undergo all Club’s duties, according to what the President has decided.
He/She can candidate and be elected for all Club’s positions. He/She has the right to vote each time a subject is proposed to the Members. He/She must also take part regularly in the Meetings, pay his/her fees on time and take part in the Club’s activities.
2- JOINED MEMBER.
He/She can’t take part regularly in the Meetings for health problems tested and accepted by the Board of Directors, but he/she wants however to be a Club’s Member. This status must be allowed by the Board of Directors and revised from time to time by the Board of Directors itself. The Joined Member can’t be elected for any position and does not have the right to vote.
3- HONORARY MEMBER.
He/She is not a Club’s Member, but the Club wants to confer him/her a special distinction for his/her merits in the field of Business, or for particular services offered to the Club. The Club pays for the membership and for the extra contributions required to the Honorary Member. He/She can take part in the Meetings, but does not have the right to vote and cannot be elected for any position. The distinction of Honorary Member can be conferred by the Club after a favourable vote by the Board of Directors.
4- PREFERENTIAL MEMBER.
He/She has been a regular Member without breaks for at least 15 years, but because of health problems, old age ore other reasons accepted by the Club’s Board of Directors, he/she must renounce to his/her membership as Ordinary Member. The Preferential Member must pay for the fee fixed by the Club for this members’category. He/She has the right to vote and has all advantages reserved to Ordinary Members, but he/she cannot be elected for any Club position.
5- LIFE MEMBER.
He/She has been a regular Member without breaks for at least 20 years, or has offered the Club great services, or has been actively associated for more than 15 years without breaks, or he/she is over 70 years old. The Life Member has all the rights and advantages conferred to Ordinary Members. He/She does not have to pay for the membership fee. The Club may require him/her the contributions, according to the needs.
Section C (Member Qualification)
It is possibile to admit new Members by following this procedure:
1- The application form must be addressed to the President of the Board of Directors, using the special form in the site www.milanin.com (see art. 13). The Club will require the applicant the membership fee and the link LinkedIn with, the President. After the payment and the link acceptance the membership is temporary and is communicated to all Members by email. By 15 days from approval, the Members have the right to oppose to the membership of the new Member and communicate their opposition to the Board of Directors. The Board of Directors judges the possible refusal of the temporary Member and decides by majority vote.
2- The conditions listed in the previous point are valid also to admit again in the Club a resigned Member.
ARTICLE 4 (Fees and contributions)
Section A
Each new Member must pay a membership fee to join the Club. The fee is fixed by the Board of Directors. It must be paid before the applicant becomes a Member and before the Secretary gives communication of the Club membership.
Section B
Each year the Board of Directors fixes the membership fee for the new Members and the yearly contribution for them.
Section C
Each Member must pay the yearly fee by 30 days from Accounts Approval.
ARTICLE 5 (Resignation)
Resignation must be addressed to the Club’s President in a written form. The Member must have paid regularly all fees due up to the resignation day, otherwise resignation cannot be accepted.
ARTICLE 6 (Expiration and Expulsion)
Section A
The Ordinary Member can be declared debarred from the position of Ordinary Member, by a Board’s resolution in the following cases:
1. He/She is absent at 50% of the Meetings during the year and without a valid reason.
2. He/She does not pay for the Club contributions by 30 days from official request. The Ordinary Member declared debarred must pay for the contributions in any case.
Section B
Every Member can be expelled from the Club for motivated, serious and valid reasons, with 2/3 of votes of the Board of Directors and after the invitation to the Member to give explanations for his/her behaviour within 30 days from the request.
ARTICLE 7 (Club positions)
Section A
The social positions of the Club are: President, former Past President, Vice President, Secretary, Treasurer and Board Directors.
Section B
Only Life Members and Ordinary Members with regular payment of fees can take office.
Section C
Positions are not rewarded in any form, for any service to the Club.
Section D
1- PRESIDENT
The President is in charge of the legal temporary representation of the Club. He/She convenes and chairs the ordinary and the extraordinary Meetings of the Board of Directors, conventions and meetings with the members. He/She elects the ordinary and the special Committees, he cooperates with their Presidents for the management of the Committees. Moreover, he/she gets all Committees’ reports and controls the regular procedures during the elections.
2- FORMER PAST PRESIDENT
He/She represents the passage between past and present.
3- VICE PRESIDENT
When the President, for any reason, cannot carry out his/her duties, he/she delegates the closest Vice President to his/her position, who will be in office with the same power as the President.
4- SECRETARY
He/She writes and keeps all minutes of the Club’s Meetings and carries out the Board’s resolutions.
5- TREASURER
He/She deals with incomes and payments for the Club. He deposits and transfers the financial funds on bank accounts authorised by the Board of Directors. He/She deals with the Club’s accountancy, draw the balance of budget and final accounts and puts it forward the Board of Directors.
10- BOARD DIRECTORS
They take part in the Meetings of the Board of Directors and participate to the resolutions and votes.
Section E
The members of the Board of Directors will be elected according to the procedures described in art. 10 of this Statute. They will take office on 1st January and will stay in office according to the following time:
- The President stays in office for two years and can be re-elected.
- The former Past President stays in office for two years, just after he/she was in office as President.
- The Vice President stays in office for two years, except in case of retreat or obstacles.
- The Secretary and the Treasurer stay in office for two years and can be re-elected.
- Elections take place every two years.
ARTICLE 8 (Board of Directors)
Section A (Members)
The Board of Directors in composed by a maximum of 7 (seven) Members. They are: the President, the former Past President, the Secretary, the Treasurer and one or more Directors, so that the Board of Directors will be composed by an odd number of Members.
Section B (Meetings)
The Board of Directors usually meets in an ordinary Sitting every 3 months. The President fixes each time the day and place of the Sitting.
Extraordinary Meetings of the Board of Directors can take place for a free decision of the President or on request of at least 50% + 1 of the Members of the Board. The Meeting of the Board of Directors is valid if there are at least 3 (three) of its Members. The Board make decisions by a majority vote, except in cases where a different rule of this Statute is to be respected and a different majority is to be calculated on the total number of Members. The Members can take part in the Meetings of the Board and do not have the right to vote.
Section C (Duties and functions)
The Board of Directors must carry out the decisions approved by the Board of Members.
Besides the duties and powers described in this Statute, the Board of Directors has also the following functions:
a) to plan the Club’s activities yearly and carry them out;
b) to control and promote the committees’ activities;
c) to organize the Meetings and to introduce the proposals to be discussed during the Meetings;
d) to prepare, by the 15th September of every year, the Budget and Final Accounts, to be discussed with the Board of Members.
ARTICLE 9 (Board of Members)
Section A
The Board of Members is composed by all Ordinary, Life and Preferential Members with regular payments. The President communicates the Meeting of the Board of Members by email at least 10 days before the fixed date. The Meeting is valid only with the presence of the majority of Members.
Section B
The Board of Members has the highest powers. Its decisions are valid only if made by a majority vote of the Members present.
The Board of Members has the following duties:
a) to elect the President and the other Members of the Board of Directors, according to the procedures described in art. 10;
b) to approve the Budget and Final Accounts.
ARTICLE 10 (Elections)
Section A
The elections of the Members of the Board of Directors must take place by 15th October every two years.
Section B
The Board of Directors will appoint a Committee of Voters, composed by 2 Members + the latest Past President. He/She will contact all Members in advance to test their availability and suggestions. The Board of Directors will analyse the survey results and fix the list of Candidates for the various Club positions, after testing their availability.
Section C
The list of Candidates will be communicated to the Members on the Election Day.
Section D
The elections take place by a secret ballot vote of the Members present and with the right to vote. The vote sheet must list the names of all Candidates, divided according to their position. The voter can eliminate one or more Candidates proposed and replace them with others he/she prefers. To be elected it is necessary to obtain the majority of votes of the voters present.
Section E
The Board will appoint 3 scrutineers who will carry out the count of votes and the following announcement of the results. The Candidates elected will take office from the next 1st January.
Section F
In case the position of the President or Vice President is vacant for any reason, the other Directors in office will advance in their position according to their rank. In case any other position is vacant, the Board of Directors will appoint a Member to take it until the next yearly elections.
ARTICLE 11 (Club Meetings)
The Club Meetings usually take place once a month. The Board of Directors fixes the date and place.
ARTICLE 12 (Executive Committee)
The Committees represent the organisation structure of the Club’s activities. They are appointed by the President and approved by the Board of Directors. The Committees are chaired by a Manager selected among all Members (Directors included) and appointed by the President. To carry out the Committee’s purposes, the Manager cooperates with the Members he/she wants to appoint as Committee’s Members, after the approval of the Board of Directors.
A Manager can be appointed for more than one Committee. Managers stay in office for 3 years, except for retreat or dissolution of the Committee.
ARTICLE 13 (Communications)
All Members are given an email address "name.surname@milanin.com". In case of coincidence of names the latest Member will choose a nickname and his/her email address will be "nickname.surname@milanin.com". This address is the official email address of the Club. All Members will be given a username and a password to access the official web site of the Club: "http://www.milanin.com".
The email address here above described is the only valid address for all communications to and from the Members. The official electronic site of the Club is the internet site "http://www.milanin.com". The Club’s President can publish in the special sections of the site some advertisements and news of public interest for all Members. The web site "http://www.milanin.com" is to be considered the Club’s board.
ARTICLE 14 (Changes and Deferment)
Section A
This Statute can be changed on request of the President, the Board of Directors or one of its Members. The Statute can be changed in a Meeting of the Board of Directors to be fixed and communicated at least 10 days in advance. All changes to this Statute must be approved by at least 2/3 of the Members present at the Meeting.
Section B
The Civil Code rules are to be respected for all cases not described in this Statute.
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