The statute

Art. 1. Constitution and location.

There is hereby established, pursuant to Article 14 et seq. of the Civil Code, the Association named: “Distretto del Cibo della Marca Trevigiana,” henceforth “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 headquarters and representations may be established or abolished by resolution of the Members’ Meeting.

Art. 2. Purpose, aim, and duration.

The Association pursues the aim of establishing a Food District in accordance with Law 205 of Dec. 27, 2017, the Decree of the Ministry of Agricultural Food and Forestry Policies in agreement with the Ministry of Economic Development of Dec. 22, 2019, and the Resolution of the Veneto Regional Council No. 1863 of Dec. 17, 2019 in the Marca Trevigiana territory.

Il Distretto del cibo della Marca Trevigiana is non-profit and pursues the following purposes:

To create an innovative public-private governance tool of a unified system for the promotion of typical quality products of the Marca Trevigiana;

Promotes territorial development;
Promotes the integration of activities characterized by territorial proximity;
Decreases the environmental impact of productions;
Reduce food waste;
Preserves the land and rural landscape through agricultural and agribusiness activities.

The Association exhausts its statutory purposes within the Veneto Region; it may operate outside the Veneto Region only on an exceptional and/or occasional basis.

The Association has a term until December 31, 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 productions through the strengthening of agricultural and agribusiness supply chain policy;
Governance of a unified 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 web-based information and communication platform;
Integration and joint promotion of district products;
Encourage direct sales and on-farm quality hospitality also with special specifications;
decrease the environmental impact of production, safeguard the land and rural landscape through agricultural and agribusiness activities;
Promote respect for legality, ethics and social responsibility in the district’s member entities;
Identify possible funding 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 explaining the specific benefits of joining a network that uses a common brand to promote the area locally, nationally and internationally;
Establish and/or acquire area, quality, consumer health protection and professionalism trademarks for local producers and manage them according to appropriate regulations;
Other activities related and complementary to the above.

Art. 4. Members.

The Association is eligible for membership:

Agricultural and agribusiness representative organizations.
Producer organizations and their associations recognized under EU regulations with registered offices in Veneto.
Recognized protection consortia (Art. 14, L. 526/1999 and Art. 41, L. 238/2016) and their associations.
Local action groups.
Single and associated agricultural enterprises registered with the C.C.I.A.A.
Processing, marketing and distribution enterprises of agricultural and agri-food products.
Local governments.
Research institutions and universities.
Public and private entities and associations, consortia, foundations, special companies, publicly held companies, regional economic entities carrying out activities in the field of promotion, research and innovation aimed at the development of the primary production system.
Induced enterprises related to the purpose and the Business Plan.

All members must have a registered office or place of business in the district, with the exception of research institutions and universities.

All members are entitled to:

Participate in all activities promoted by the Association;
Run for membership office;
Participate in the Assemblies with voting rights.

All members have the following obligations:

Observe the Articles of Association as well as any implementing regulations and resolutions passed by the corporate bodies in compliance with the provisions of the Articles of Association;
To cooperate with the social organs for the realization of the association’s purposes;
Refrain from taking any action contrary to the purposes of the Association;
Pay membership dues in the manner and on the terms set by the Board of Directors.

All members must accept and abide by the obligations imposed by the bylaws, and their activities must be within the scope of the social purposes.

Anyone wishing to join the Association must:

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

The rules on how to apply for membership or renewal may be regulated by special regulations to be prepared by the Board of Directors and approved by the Assembly.

A member may withdraw at any time by forwarding notice by registered letter with return receipt or PEC (Certified Electronic Mail) to the Board of Directors. The withdrawal will take effect from the following fiscal year.

Disqualifies from membership in the District a member who:

Has lost some of the essential requirements for membership;
Has transferred possession or ownership of the business in any capacity;
is in a situation of absolute incompatibility with the purposes of these bylaws and rules of procedure.

A member may be excluded from the District who:

Is in serious breach of membership obligations;
Has committed serious violations of these bylaws, internal regulations and resolutions of consortium bodies;
without justifiable reason, becomes delinquent in dues and contributions due, despite the warnings and time allowed, that is, after three months have passed since the second and last warning, and in any case not more than one year for return.
Has been convicted of malicious crimes by a final judgment;
Carries out activities that compete or conflict with association interests.

Exclusion does not relieve from the obligations undertaken and the administrative and financial penalties also imposed as a result of the exclusion.

Exclusion of a member is decided by the Board of Directors.

Art. 5. Characteristics relating to the subjective requirements of "agricultural enterprises and enterprises engaged in the processing, marketing and distribution of agricultural and agri-food products" participating in the District.

Individual and associated agricultural enterprises registered with the C.C.I.A.A., processing, marketing and distribution enterprises 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.
Enterprises with business programs involving the development and/or consolidation of direct sales and on-farm hospitality.
Commitment to use products from the district area.
Commitment to sign up to a code of ethics with commitments to social responsibility, environmental responsibility, and preservation of the land and rural landscape through agricultural and agribusiness activities and to help reduce food waste
Approval of the proposed charter of the constituent District

Applications for membership will be evaluated at incorporation by the proposing party and then by the Association’s Board of Directors.

Art. 6. Organs of the Association.

The organs of the Association are:

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

Art. 7. General Assembly.

The General Membership Meeting is the sovereign body of the Association in which all members in good standing who have paid their annual dues are entitled to attend and vote.

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

The Assembly meets at the call of the President whenever:

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

The Assembly must be convened by the President of the Association in a manner that ensures personal and direct knowledge by the members. Notice of the Meeting shall be by written notice, to be sent at least 10 days before the date of the meeting by regular or registered mail, regular or certified electronic mail, fax or telegram containing the agenda, date and place of the meeting.

The Assembly is valid, in first call, when it is present, at least half of the members and deliberates by a majority of the voting members present.

On second call, the resolution is valid whatever the number of those present, and the meeting passes resolutions by a majority of those present.

The Assembly on second call may also be convened on the same day as the first call.

Amendments to the articles of incorporation and bylaws require the presence of at least three-fourths of the members and the affirmative vote of a majority of those present

An affirmative vote of at least three-fourths of the members is required to resolve the dissolution of the Association and the devolution of its assets.

The Assembly is chaired by the President or in case of his absence or inability to attend by the most senior Vice President.

The manner of voting shall be determined from time to time by the Assembly.

Art. 8. Attributions of the Assembly.

It is up to the Assembly:

Elect the board of directors, president and vice president;
To elect the Single Auditor of Accounts;
proceeds to the examination and approval of the Association’s final balance sheet and budget;
To deliberate on the Association’s guidelines;
Decides on any compensation to statutory bodies;
Ratify the internal regulations prepared by the Board of Directors;
Resolve amendments to the Bylaws and the dissolution of the Association;
To discuss and deliberate on the matters that prompted the extraordinary convocation.

Art. 9. Board of Directors.

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

However, the Board of Directors shall be composed, respecting in particular:

of the requirement set forth in Veneto Regional Council Resolution No. 1863 of December 17, 2019, that at the decision-making level, neither public authorities, as defined in accordance with national standards, nor any individual interest group represent more than 49 percent (forty-nine percent) of those entitled to vote;
Of directors’ membership in both genders (male and female) in accordance with the provisions of Law 120/2011 and its implementing regulation in Presidential Decree no. 251/2012. The share reserved for the least represented gender is at least one-fifth of the members of the body.

Within the number of directors determined by the members’ meeting, the promoting members (G.A.L. dell’Alta Marca Trevigiana soc. cons. a r.l., Confagricoltura Treviso, Confcooperative Belluno e Treviso, Confederazione Italiana Agricoltura Treviso, Federazione Provinciale Coldiretti Treviso) in the person of their respective legal representative pro tempore, are entitled to appoint 1 (one) member each. The declaration of appointment shall be made at the same meeting.

Board members serve a term of 3 (three) years and are eligible for re-election.

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 shall be made by written notice, to be sent at least 5 days before the date of the meeting by regular or registered mail, regular or certified electronic mail, fax or telegram containing the agenda, date and place of the meeting.

In cases of urgency, the above time limit may be reduced to three days.

Board meetings may also be held by audio-conferencing or audio-video-conferencing under the following conditions, which will be noted in the relevant minutes:

that the chairperson and the person taking the minutes are present at the same place, who will arrange for the minutes to be taken and signed, the meeting being deemed to have been held at that place;
that the chairperson of the meeting be allowed to ascertain the identity of those present, regulate the conduct of the meeting, and ascertain and proclaim the results of the vote;
That the person taking the minutes is allowed to adequately perceive the events of the meeting being recorded;
That those present be allowed to participate in the discussion and simultaneous voting on the items on the agenda, as well as to view, receive or transmit documents.

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

The Board of Directors passes resolutions by the affirmative vote of the majority of those present. Proxies are not allowed. In case of a tie, the President’s vote prevails.

The minutes of the meeting are signed by the chairman and the secretary.

Art. 10. Attributions of the Board of Directors.

The Board of Directors, a body of ordinary and extraordinary administration, performs all tasks inherent in that function.

It is also the responsibility of the Board of Directors:

To deliberate the program and activities of the Association within the guidelines approved by the Assembly;
To define strategies and initiatives, particularly economic ones, aimed at achieving the Association’s goals;
Promotes relations initiatives and discussion with public institutions entities of various nature;
Prepares the Association’s final and budgeted budgets;
Set the date for convening the Assembly;
To determine the annual membership fee for the Association;
Develops proposed rules of procedure to be ratified by the Assembly;
Deliberate on participation in bodies or companies.

Art. 11. The President.

The President of the Association is elected by the Assembly.

The president serves 3-year term and is eligible for re-election once.

The President has the duties of stimulating and coordinating the activities of the Association, presides over the Assembly and the Board of Directors.

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

He may issue general and special warrants.

The President shall cease to hold office in the event of resignation, removal from office, or supervening incompatibility under these Bylaws.

In case of resignation or termination for any reason of the President, the office is taken over by the Vice President who assumes the duties of the President with the obligation to convene the Assembly without delay to elect a new President.

Art. 12. Auditor.

The Auditor is elected by the Members’ Meeting, holds office for three years and may be reappointed. He/she may attend the meetings of the Members’ Meeting and those of the Board of Directors. The Auditor shall exercise supervision over the administration of the Association in analogy with the provisions of Article 2403 et seq. of the Civil Code. The Auditor of Accounts must be a person enrolled in the Register of Auditors, pursuant to Legislative Decree no. 39/2010.

Specifically, the Auditor is responsible for monitoring, at least quarterly, the administrative/accounting management, preliminarily examining the financial statements, and preparing an accompanying report to the same.

Art. 13. Heritage.

The assets of the Association consist of:

from the initial endowment fund indicated in the deed of incorporation, which amounts to Euro 22,700.00 (twenty-two thousand seven hundred euros), of which Euro 20,000.00 (twenty thousand euros) is allocated to an asset guarantee fund, unavailable and pledged as a guarantee for third parties who establish relations with the Entity.
contributions from public or private entities and from any other proceeds provided for by applicable laws;
EU, national, regional funding and contributions;
from movable or immovable property that by purchase, bequest, donation or in any other capacity comes into the ownership of the Association.

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

Any profits or surpluses will be allocated to the Association’s assets or to the conduct of statutory activities.

Art. 14. Economic resources.

The Association derives economic resources for its operation from:

contributions made at incorporation;
annual membership fees;
contributions from members and/or individuals;
Contributions from the state, public agencies and institutions;
contributions from international bodies;
Reimbursements from conventions.

All income and any surplus shall be used exclusively to carry out the purposes of the association.

Art. 15. Annual report.

The Association’s fiscal year begins on January l and ends on December 31 of each year.

The Board of Directors prepares the final financial statements for the year, which must show the assets, contributions or bequests received and expenditures made, and submits them for approval to the Members’ Meeting by April.

The Board of Directors prepares the budget, which must contain revenue and expenditure forecasts, and submits it to the General Assembly for approval by October 31 of each year. It is also within the power of the Board of Directors to prepare multi-year budgets.

It is prohibited to distribute, even indirectly, profits or surpluses to the Members, as well as funds, reserves or capital.

Art. 16. District Brand.

The Marca Trevigiana Food District may have a trademark with connotations of the District’s territoriality 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 Marca Trevigiana.

The terms of granting and use are established by a special protocol of trademark use.

Art. 17. Liquidation and devolution of assets.

The dissolution of the Association and the devolution of its assets are arranged by resolution of the Extraordinary General Meeting approved by the affirmative vote of at least 3/4 (three/fourths) of the Members.

Any remaining assets, upon completion of the liquidation procedure carried out in accordance with the implementation provisions of the Civil Code (Art. 11 et seq.), will be donated to other institutions/institutions with the same or similar purposes operating in the area.

Art. 18. General Provisions.

For anything not expressly provided for in these bylaws, the rules of the Civil Code, and other relevant laws, shall apply.