Statute – Distretto del Cibo Treviso

Art. 1. Constitution and headquarters.

It is established, pursuant to articles 14 and following of the Civil Code, the Association called: “District of food of the Marca Trevigiana”, hereinafter “Association” or “District”.

The Association has its registered office in the Municipality of Pieve di Soligo (TV) and operational headquarters in the same Municipality.

Operational offices and representative offices may be established or abolished, by resolution of the Shareholders’ Meeting.

Art. 2. Purpose, purpose and duration.

The Association pursues the aim of establishing a Food District pursuant to Law 205 of 27.12.2017, of the Decree of the Ministry of Agricultural, Food and Forestry Policies in agreement with the Ministry of Economic Development of 22.07.2019 and of the Deliberation of the Regional Council of Veneto n. 1863 of 17.12.2019 in the territory of the Marca Trevigiana.

The Food District of the Marca Trevigiana is not for profit and pursues the following purposes:

create an innovative public-private governance tool of a unitary system for the promotion of typical quality products of the Marca Trevigiana;
promotes territorial development;

favors the integration of activities characterized by territorial proximity;
the environmental impact of production decreases;
reduce food waste;
protects the territory and the rural landscape through agricultural and agri-food activities.

The Association fulfills its statutory purposes within the Veneto Region, it can operate outside the Veneto region only on an exceptional and / or occasional basis.

The Association lasts until 31 December 2050 unless extended.

Art. 3. Activities.

The District will carry out the following activities in a coordinated manner:

enhance the common and recognizable identity of excellent products by strengthening the agricultural and agri-food supply chain policy;
governance of a unitary system for the promotion of typical quality products of the Marca Trevigiana;
promotion of the district’s image and activities with the use of a common information and communication platform on the web;
joint integration and promotion of the district’s products;
encourage direct sales and quality hospitality in the company also with a specific disciplinary;
reduce the environmental impact of production, safeguard the territory and the rural landscape through agricultural and agri-food activities;
promote respect for legality, ethics and social responsibility in the subjects belonging to the district;
identify possible financing measures on structural funds that can usefully contribute to the development of the district;
motivate participants to participate in the district and stimulate them to participate by illustrating the specific benefits of joining a network that uses a common brand for the promotion of the territory locally, nationally and internationally
establish and / or acquire area, quality, consumer health protection and professionalism brands of local producers and manage their management according to specific regulations;
other activities connected and complementary to the previous ones.

Art. 4. Members

The following can join the Association:

Agricultural and agro-industrial representative organizations.
Producer organizations and their associations recognized under EU regulation with registered office in Veneto.
Recognized protection consortia (Article 14, Law 526/1999 and Article 41, Law 238/2016) and their associations.
Local Action Groups.
Single and associated agricultural enterprises, registered with the C.C.I.A.A.
Companies of transformation, marketing and distribution of agricultural and agri-food products.
Local societies.
Research institutions and universities.
Public and private bodies and associations, consortia, foundations, special companies, publicly owned companies, regional economic bodies that carry out activities in the field of promotion, research and innovation aimed at developing the primary production system.
Associated companies related to the purposes and the business plan.

All members must have their legal or operational headquarters in the district, with the exception of research bodies and universities.

All members are entitled to:

participate in all the activities promoted by the Association;
apply to fill the associative positions;
participate in the Shareholders’ Meetings with the right to vote.

All members have the following obligations:

observe the Articles of Association as well as any implementation regulations and resolutions passed by the corporate bodies in compliance with the provisions of the Articles of Association;
collaborate with the corporate bodies for the realization of the associative purposes;
refrain from undertaking initiatives contrary to the aims of the Association;
pay the membership fee in the manner and within the terms established by the Board of Directors.

All members must accept and comply with the obligations imposed by the statute and their activities must fall within the scope of the corporate purposes.

Anyone wishing to join the Association must:

submit a written application, on which the Board of Directors decides by majority;
pay the annual fee set by the Board of Directors.

The rules governing the procedures for applying for membership or for renewal may be regulated by a specific regulation to be prepared by the Board of Directors and approved by the Assembly.

The shareholder can withdraw at any time by sending the communication by registered letter with return receipt. o PEC (Certified Electronic Mail) to the Governing Council. The withdrawal will take effect from the following year.

A member who:

has lost any of the essential membership requirements;
has transferred for any reason the possession or ownership of the company;
is in a situation of absolute incompatibility with respect to the purposes of this statute and internal regulation.

A member who:

is in serious breach of association obligations;
has committed serious violations of this statute, of the internal regulations and of the resolutions of the consortium bodies;
without justified reason, he or she is in arrears of the fees and contributions due, despite the warnings and the times granted, or after three months from the second and last notice, and in any case no more than one year for the return.
has been convicted of willful crimes with a final sentence;
carries out activities in competition or in contrast with the associative interests.

The exclusion does not relieve from the obligations assumed and from the administrative and pecuniary sanctions imposed also as a result of the exclusion.

The exclusion of a member is decided by the Board of Directors.

Art. 5. Characteristics relating to the subjective requirements of the “agricultural enterprises and
enterprises of transformation, marketing and distribution of agricultural and agri-food products”
participating in the District

Single and associated agricultural enterprises, registered with the C.C.I.A.A, processing, marketing and distribution companies of agricultural and agri-food products that meet the following requirements / commitments can join the District:

Production and / or marketing of at least one of the products included in the District basket.
Companies with business programs that provide for the development and / or consolidation of direct sales and hospitality in the company.
Commitment to use products from the district area.
Commitment to sign a code of ethics with commitments of social and environmental responsibility and safeguarding the territory and the rural landscape through agricultural and agri-food activities and to help reduce food waste.
Approval of the proposed Statute of the new District.

Applications for membership will be evaluated at the time of constitution by the proposer and subsequently by the Board of Directors of the Association.

Art. 6. Bodies of the Association.

The bodies of the Association are:

General Assembly;
Board of Directors;
President;
The Auditor.

Art. 7. General Assembly.

The General Assembly of Members is the sovereign body of the Association to which all members in good standing with the payment of the annual fee have the right to participate and vote.

Voting is individual and can be delegated to another member. Each member cannot have more than ten voting proxies.

The Assembly meets upon convocation of the President whenever:

at least one tenth of the shareholders make a written and motivated request;
the Board of Directors deems it necessary with a resolution adopted by a majority of its members;

The Assembly must be convened by the President of the Association in such a way as to guarantee the personal and direct knowledge of the members. The meeting must be convened by written notice, to be sent at least 10 days before the date of the meeting by ordinary or registered mail, ordinary or certified e-mail, fax or telegram containing the agenda, date and place of the meeting. convocation.

The Assembly is valid, on first call, when it is present, at least half of the members and resolves by a majority of the voters present.

On second call, the resolution is valid whatever the number of attendees and the Assembly deliberates by majority of attendees.

The Shareholders’ Meeting in second call may also be convened on the same day as the first.

To change the articles of association and the statute, the presence of at least three quarters of the members and the favorable vote of the majority of those present are required.

To resolve the dissolution of the Association and the devolution of the assets, the favorable vote of at least three quarters of the members is required.

The Assembly is chaired by the President or in his absence or impediment by the oldest Vice President.

The voting methods are established from time to time by the Assembly.

Art. 8. Duties of the Assembly.

It is up to the Assembly:

elect the Board of Directors, the President and the Vice President;
elect the Single Auditor of Accounts;
proceeds with the examination and approval of the final balance sheet and the cost estimate of the Association;
approve the guidelines of the Association;
approves any fees to the statutory bodies;
ratify the internal regulations prepared by the Board of Directors;
approve changes to the Statute and the dissolution of the Association;
discuss and deliberate on the issues that led to the extraordinary call.

Art. 9. Board of Directors.

The Board of Directors of the Association is appointed by the Assembly and is made up of a minimum of eleven members and a maximum of fifteen members.

The Board of Directors must in any case be composed, in particular respecting:

dof the requisite required by the Deliberation of the Veneto Regional Council n. 1863 of 17 December 2019, according to which, at decision-making level, neither public authorities, as defined in accordance with national rules, nor any single interest group represent more than 49% (forty-nine percent) of those entitled to vote;
the affiliation of the directors to both genders (male and female) in accordance with the provisions of law 120/2011 and the related implementing regulation pursuant to Presidential Decree no. 251/2012. The share reserved for the less represented gender is equal to at least one fifth of the members of the body.

As part of the number of directors determined by the shareholders’ meeting, to the promoters (LAG of Alta Marca Trevigiana soc. Cons. A rl, Confagricoltura Treviso, Confcooperative Belluno and Treviso, Italian Confederation of Agriculture Treviso, Provincial Federation of Coldiretti Treviso) in person of their respective pro tempore legal representative, it is up to the appointment of 1 (one) member each. The declaration of appointment is made at the same meeting.

The members of the Board of Directors remain in office for 3 (three) years and can be re-elected.

The Board of Directors meets whenever the President deems it appropriate or when requested by at least 1/3 of its members.

The convocation of the Board of Directors is made by written notice, to be sent at least 5 days before the date of the meeting by ordinary or registered mail, ordinary or certified e-mail, fax or telegram containing the agenda, the date and place of the meeting.

In case of urgency, the aforementioned term may be reduced to three days.

The meetings of the Board of Directors can also be held by audio-conference or audio-videoconference under the following conditions, which will be noted in the relative minutes:

that the chairman and the person taking the minutes are present in the same place, who will prepare and sign the minutes, the meeting being deemed to have taken place in that place;
that the chairman of the meeting is allowed to ascertain the identity of the attendees, regulate the conduct of the meeting, ascertain and announce the results of the vote;
that the person taking the minutes is allowed to adequately perceive the events of the meeting being recorded;
that attendees are allowed to participate in the discussion and simultaneous voting on the items on the agenda, as well as to view, receive or transmit documents.

The meetings of the Board of Directors are valid when at least half plus one of the elected members are present.

The Board of Directors deliberates with the favorable vote of the majority of those present. Proxies are not allowed. In the event of a tie, the vote of the President prevails.

The minutes of the meeting are signed by the President and the Secretary.

Art. 10. Duties of the Board of Directors.

The Board of Directors, an ordinary and extraordinary administrative body, carries out all the tasks inherent to this function.

It is also up to the Board of Directors:

deliberate on the program and the activities of the Association in compliance with the guidelines approved by the Assembly;
define the strategies and initiatives, in particular of an economic nature, aimed at achieving the Association’s goals;
it promotes relations, initiatives and discussions with public institutions and bodies of various kinds;
prepares the final balance sheet and the cost estimate of the Association;
establish the date of convocation of the Assembly;
determine the annual membership fee for the Association;
draws up the proposals for internal regulations that must be ratified by the Assembly;
approve participation in entities or companies.

Art. 11. The President.

The President of the Association is elected by the Assembly.

The President remains in office for 3 years and can be re-elected only once.

The President has tasks of promoting and coordinating the Association’s activities, chairs the Assembly and the Board of Directors.

The President has the corporate signature and legal representation before third parties and in court.

He can issue general and special mandates.

The President resigns from office in the event of resignation, revocation of the mandate or supervening incompatibility pursuant to this Statute.

In the event of resignation or termination of the President for any reason, the office is assumed by the Vice President who assumes his functions with the obligation to call the Assembly without delay for the election of the new President.

Art. 12. Auditor.

The Auditor is elected by the Shareholders’ Meeting, holds office for three years and can be reconfirmed. He can attend the sessions of the Members’ Assembly and those of the Board of Directors. The Auditor supervises the administration of the Association in analogy to the provisions of art. 2403 and following of the Civil Code. The Auditor must be a person registered in the Register of statutory auditors, in application of Legislative Decree no. 39/2010.

In particular, the Auditor has the task of checking, at least quarterly the administrative / accounting management, of preliminary examining the financial statements, drawing up a report accompanying them.

Art. 13. Assets.

The Association’s assets consist of:

from the initial endowment fund indicated in the deed of incorporation, which amounts to Euro 22,700.00 (Euro twenty-two thousand seven hundred), of which Euro 20,000.00 (Euro twenty thousand) destined to a guarantee fund, unavailable and bound as a guarantee for third parties who establish relationships with the Authority;
contributions from public or private entities and any other income provided for by the laws in force;
community, national and regional funding and contributions;
from movable or immovable property that, due to purchase, bequest, donation or for any other reason, become the property of the Association.

The Association may not distribute in any way, directly or indirectly, profits or operating surpluses, as well as reserves or capital funds, during the life of the Association unless the distribution or destination is required by law.

Any profits or operating surpluses will be allocated to the assets of the Association or to the performance of the statutory activity.

Art. 14. Economic resources.

The Association draws the economic resources for its operation from:

contributions paid at the time of incorporation;
annual membership fees;
contributions from members and / or private individuals;
contributions from the state, public bodies and institutions;
contributions from international organizations;
refunds deriving from agreements.

All revenue and any management surpluses are intended exclusively for the realization of the association’s purposes.

Art. 15. Financial statements.

The Association’s financial year begins on January 1st and ends on December 31st of each year.

The Board of Directors draws up the final balance sheet for the year, which must show the assets, contributions or bequests received and the expenses incurred, and submits it for approval by the Shareholders’ Meeting by April.

The Board of Directors draws up the budget, which must contain the forecasts of income and expenditure, and submits it for approval by the Shareholders’ Meeting by October 31 of each year. It is also in the power of the Board of Directors to draw up multi-year financial statements.

It is forbidden to distribute, even indirectly, profits or operating surpluses to the Shareholders, as well as funds, reserves or capital.

Art. 16. District trademark.

The Food District of the Marca Trevigiana can equip itself with a trademark with the connotation of territoriality of the District and make it available to members who request it. The District brand (umbrella brand) may also have the combination of area brands of the different territorial areas of the Treviso area.

The methods of granting and use are established by a specific trademark use protocol.

Art. 17. Liquidation and devolution of assets.

The dissolution of the Association and the devolution of the assets are arranged by resolution of the
Extraordinary Assembly approved with the favorable vote of at least 3/4 (three / fourths) of the Members.

Any residual assets, once the liquidation procedure carried out in accordance with the provisions of the implementation of the civil code (Articles 11 et seq.) Is completed, will be donated to other Bodies / Institutes with the same or similar purposes, operating in the area.

Art. 18. General provisions.

For anything not expressly provided for in this statute, the rules of the Civil Code and other laws on the subject apply.