Articles of Association D.A.C.I

ESTABLISHMENT AND AIMS

ARTICLE 1
A specialised cultural society is hereby established under the name ARGENTINE DOGO ITALIAN CLUB (DOGO ARGENTINO CLUB ITALIA) or “D.A.C.I.” for short. The organization has its official seat in Milan, Viale Corsica n. 20 at the premises of “ENCI”. The organization has among its aims to study, valorise and increase the usage of the argentine dogo breed as well as improving the genetic heritage of its population, also by performing the research and inspection activities entrusted to it by Enci (Ente Nazionale della Cinofilia Italiana - National Agency for Italian Dog Breeding) and providing the necessary technical support to its Central Technical Committee as prescribed by the Code of Conduct for keeping Genealogical Books. To this end, the society shall periodically submit to Enci a report on the status of the dogo breed together with its intended aims and the results achieved thus far. The organization aims to carry out all actions for an efficient valorisation of the Argentine Dogo breed from the point of view of its compatibility with other animals and human beings and the safeguard of public health.

ARTICLE 2
In order to achieve its aims, the organization: a) shall promote, diffuse and improve the Argentine Dogo breed and, insofar as it is possible, support its members in all initiatives having a general interest for achieving the above; b) is a member of ENCI - National Agency for Italian Dog Breeding and complies with its Articles, Regulations, rulings and determinations by carefully performing the duties delegated to it under Enci’s direction, vigilance, control, disciplinary and substitution powers. The organization hereby recognizes ENCI’s power to direct, supervise, control and sanctions its actions, specifically the power to appoint an extraordinary Commissioner to run the society as well as to take any other action necessary for the life of the society as prescribed by Enci's Articles and its Operating Instructions. c) shall organize, directly or in collaboration with Enci or other approved dog societies or specialized entities interested in such events, dog fairs or similar exhibitions, by requesting Enci’s prior consent and endorsement within its framework for such activities.

MEMBERS

ARTICLE 3
All persons, whether Italian or foreign, with solid moral background and having an interest in the promotion of the Argentine Dogo breed may become members of the “ARGENTINE DOGO ITALIAN CLUB”. Their application shall be submitted in accordance with the manner prescribed hereunder and must be accepted by the Governing Council.

ARTICLE 4
Members are grouped into ordinary and contributing members. Both sorts of members are entitled to the same rights and obligations towards this organization or that may originate from such membership; the only difference is the amount of membership fees which, for contributing members, shall be higher in the attempt of making a more significant gesture to support the organization’s initiatives and activities. The Council may appoint honorary members among persons who have been entitled to special awards in the field of dog breeding. Honorary members shall not be entitled to vote and do not owe any membership fees. Members under the age of eighteen shall not be granted the right to vote. In order to guarantee the stability of the relationship between the organization and its members, every member shall benefit from the same special conditions as established by the organization within the applicable time limits and shall be given the same chance to participate to events organized by it.

ARTICLE 5
Membership to this organization shall be granted upon submitting a written request thereof to the Chairman of the society, duly signed by the applicant and by two other members sponsoring his/her entrance. Such application must include an official statement from the applicant who agrees to be bound by the provisions of these articles as well as to agree with any ruling taken by the organization’s Council or General Meeting. Every application shall be evaluated by the Council; rejected applicants may lodge an official complaint against the Council’s ruling within 30 (thirty) days from the receipt of their rejection by submitting a written notice to the Chairman of the society. Hence, the Chairman shall ensure that the applicant's complaint is dealt with by the next earliest General Meeting. Should membership be requested in an election year for the Council, all applications hereof may be evaluated solely by the newly-appointed Council.

ARTICLE 6
The General Meeting of all the society's members shall establish with its ruling the amount of membership fees due by each member. Yearly fees paid by members as contributions to the organization may not be revalued, nor reimbursed, nor assigned to third parties.

ARTICLE 7
Membership is valid from year to year and shall renew for a subsequent year in lack of a contrary formal resignation notice submitted by registered letter before 31 October.

ARTICLE 8
Membership may be lost: a) further to resignation given pursuant to article 7 above; b) when a member is declared in arrears by the Council after 1 March every year; c) due to a member’s termination notice, duly ratified by the General Meeting upon the Council’s proposal. A deceased member for any cause shall lose all rights pertaining to his/her membership; however he/she shall not be exempt from already-taken obligations.

ARTICLE 9
Only duly registered members who complied with their fees for the current year shall be entitled to the rights originating from their membership to the society.

GOVERNING BODIES

ARTICLE 10

The followings are bodies of the society:

the General Meeting;
the Council, comprising of elected members together with a councillor appointed by Enci;
the Chairman;
the Appeal Board;
the Board of Statutory Auditors;
the Technical Committee (only if applicable, when established by a ruling of the General Meeting).

GENERAL MEETING

ARTICLE 11
Attendance to general meetings shall be granted only to members who complied with their contribution fees for the applicable current year. In exact furtherance of the principles of equality and democratic membership, ordinary and contributing members shall be entitled to one vote each; members are entitled to attend a General Meeting by proxy by conferring to another member a written power of attorney thereof. Each member may represent by proxy two other members at most. Prior to commencement of the General Meeting, all members appointed as proxy shall deposit the powers conferred upon them. Powers of attorney may not be modified or partially cancelled after they are issued; appointed proxies may not delegate their powers to another member. Vote by mail is not allowed.

ARTICLE 12
General Meetings are chaired by the Chairman or, in case the Chairman so requests, by another member appointed by him/her. Prior to discussing the first item on the agenda, the Meeting shall appoint three scrutineers who shall be responsible for ensuring the validity of the members’ votes and powers of attorneys and, in case of secret vote, count the ballots. The General Meeting shall rule with the majority of the votes cast; in case of parity the ruling shall be deemed invalid and the meeting shall proceed with another vote on the same issue. Votes may be repeated indefinitely until a majority is reached.

ARTICLE 13
The General Meeting is chaired by the Chairman or, if the Chairman so requests, by another member appointed by him/her. Prior to discussing the first item on the agenda, the Meeting shall appoint three scrutineers who shall be responsible for ensuring the validity of the members’ votes and powers of attorneys and shall, in a secret vote, count the ballots. The General Meeting shall rule with the majority of the votes cast; in case of parity the ruling shall be deemed invalid and the meeting shall proceed with another vote on the same topic. Votes may be repeated indefinitely until a majority is reached. General Meetings shall be deemed duly summoned at first call when half of the society’s members, comprising of at least an ordinary and a contributing member, are present. After one hour from the original summoning time indicated in the notice, a Meeting shall be valid at second call notwithstanding the number of members present to it. Honorary members may attend meetings and have the floor but shall not be entitled to vote.

ARTICLE 14
General Meetings shall rule on: a) the society general policy; b) appointing offices; c) the annual report, to be presented in the form of an economic-financial report; d) amendments of these articles; e) the amount of membership fees for the different kinds of members as of article 4 above; f) any other item on the agenda that is not exclusively reserved to another body of the organization. Furthermore, the Meeting shall appoint the councillors, the members of the appeal board as well as the effective and substitute auditors.

GOVERNING COUNCIL

ARTICLE 15
The Council is comprised of seven councillors elected by the General Meeting among the members of the society. An additional councillor shall be appointed by Enci; notwithstanding the other councillors' term of office, his/her term shall last until otherwise decreed by Enci. The aforementioned Enci-appointed councillor shall report to Enci about the organization's general trend and provide them with the requested information pursuant to the Operating Instructions attached to ENCI's Articles. Councillors shall stay in office for a term of three solar years and may be re-elected; in case one or more councillors ceases office for whatever reason they shall be replaced at the next earliest General Meeting. Thus, such members shall enter office after their appointment and their term shall last for the remaining part of the original councillor’s term. However, in the event that more than half of the councillors cease office, the Council as a whole shall be terminated; thus, the remaining councillors shall proceed with summoning a General Meeting in order to elect the new Council.

ARTICLE 16
The Council is responsible for implementing the society policy in accordance with the rulings taken by the General Meeting; among other things, it is responsible for managing the society, approving the financial and moral reports and submitting them to the General Meeting; it decides and gives the organization's endorsement to various events, when applicable it oversees the society work as well as appointing, hiring and dismissing its personnel, thus establishing their jobs and salaries.

ARTICLE 17
Furthermore, the Council shall appoint the organization’s Chairman together with one (or two) Vice Chairmans. It also appoints one or two secretaries and, if applicable, a treasurer. While the Chairman and Deputy chairman must be necessarely elected among the councillors, the secretaries and treasurer do not need to be members of the Council; they must be external to the Council in case their work is salaried.

ARTICLE 18
The Council shall convene at least once every four months and extraordinarily whenever the Chairman or the majority of the councillors or the Board of Statutory Auditors deems it convenient. The Chairman shall distribute a summoning notice for the Council at least ten days before the intended date of the meeting. The Council shall be chaired by the Chairman or, in his absence, by the Deputy chairman, or, in their absence, by the eldest Councillor. Its meetings are duly summoned when the majority of the Councillors in office are present. Attendance by proxy is not allowed. Council rulings are taken with the absolute majority of the councillors present; in case of parity the vote of the councillor chairing the meeting shall prevail. Councillors who fail to attend three consecutive meetings without a justified reason may have their office ceased.

THE CHAIRMAN

ARTICLE 19
The Chairman shall legally represent the society in its internal and external relationships; it shall oversee and tender the implementation of Council’s and General Meeting's rulings and take the necessary actions to comply with the provisions of these articles. Furthermore, the Chairman shall be responsible for:

following up, generally within fifteen days, the requests for information and clarification put forth by Enci;
notifying to Enci the changes to the list of members of the society, the variation of office holders, and any other relevant information pertaining to its management, thus submitting the resolutions of the society regarding the discipline and organization of dogs breeding for the purpose of obtaining Enci’s ratification. In case of urgency, the Chairman may act with the powers of the Council; however, all Chairman's rulings taken hereof shall be submitted for the Council's approval at its next earliest meeting. In case of absence or impediment, the functions of the Chairman shall be carried out by the Deputy chairman. In case of the Chairman's resignation, the Council shall proceed to appoint a new Chairman at its next earliest meeting. The Council may appoint an honorary Chairman, albeit external to the Council, among the members of the organization. The honorary Chairman shall be entitled to attend Council meetings without right to vote.

ASSETS AND MANAGEMENT

ARTICLE 20
The assets of the society are as follows:

a) movable and immovable goods;
b) current savings
c) any other good that was lawfully assigned to the organization.

Its earnings are as follows:

a) yearly membership fees;
b) any contribution paid to the organization by third entities or persons;
c) proceedings from the investment of the above;
d) any other proceeding however belonging to the association.

ARTICLE 21
The fiscal year for the society starts from 01 January to 31 December: councillors in office at the time of the misdoing are personally liable for the society’s finances and economic results until the General Meeting ratifies the annual report, thereby taking it upon itself all obligations thereof. A copy of the final annual report, duly ratified by the General Meeting, shall be submitted to Enci. No profit or exceeds from the management of the society, nor current savings, otherwise reserves or its own funds shall be distributed – albeit indirectly - among the organization’s members, except for what is provided by the applicable legal provisions on profit transfer and distribution.

BOARD OF STATUTORY AUDITORS

ARTICLE 22
A Board comprising of three auditors elected by the General Meeting shall be responsible for overseeing the society's administration and finances. Board members shall shay in office for a term of three solar years and may be re-elected. The General Meeting shall also appoint a substitute auditor. Auditors must be invited to and may attend Council meetings.

DISCIPLINARY PROVISIONS

ARTICLE 23
All members shall abide by the provisions of these articles, the rulings taken by the General Meeting and Council, Enci's articles and the Operating Instructions attached to them, all other regulations issued by Enci, general deontological rules and the principles of fair play. This applies also to members who currently hold an office within the society. Should a member fail to comply with the above provisions - or whose behaviour is of moral or actual detriment to the society – he/she may be subject to disciplinary measures to be taken by the organization’s Appeal Board. Said members shall be also subject to the decisions of Enci’s Disciplinary Committee. First instance assessment of a disciplinary breach is performed by the organization’s Appeal Board as well as by Enci’s first instance Disciplinary Committee for the cases provided for by the Operating Instructions attached to Enci’s articles. Appeal Board rulings may be objected before Enci's second instance Disciplinary Committee by lodging a written memorandum, duly signed by the appellant and his/her attorney to be forwarded by registered mail with return receipt within thirty days from the date the ruling is notified to the appellant, pursuant to the Operating Instructions attached to Enci’s articles. The Appeal Board is comprised of three effective and two substitute members. Their office shall last for three solar years and are elected by the General Meeting among members who are not already councillors. One of the effective members of the Appeal Board shall necessarely be an expert in legal subjects. Any disciplinary ruling against a member shall be taken by the majority of the members of the Appeal Board in a session where all three are presents. In the event that one of the effective members cannot attend a board meeting, his post shall be taken by the substitute member. In case of resignation of one of the effective Appeal board members, the post of the resigned member shall be temporarily taken by the substitute member until final appointment by the next General Meeting. Complaints against a member shall be filed in writing and duly signed; they shall be addressed to the Council, which is responsible for submitting them to the Appeal Board. After having notified the alleged wrongdoing to the interested member, given him/her at least fifteen days to give his/her excuse and heard the Chairman of the society, the Board shall issue a disciplinary rulings in writing, thereby giving a reason for its resolution. In case of serious breach the Council may temporarily suspend the allegedly breaching member from his/her membership rights pending the final decision of the Appeal Board, who shall promptly be submitted with the claim thereof. The Council is responsible for implementing Appeal Board’s rulings. The Appeal Board may take the following disciplinary actions against a member of the society: a written reprimand, or withholding of membership for a maximum term of three years. In case of serious breach which involves a member's termination, the Appeal Board shall put forth its proposed action to the General Meeting, thereby giving a reason for it. The General Meeting shall rule finally on the proposal hereof. The organization hereby undertakes to comply with and implement the rulings taken against its members by Enci’s first and second instance Disciplinary Committees.

TERMINATION OF THE SOCIETY

ARTICLE 24
After hearing the opinion of the Board of Statutory Auditors and other control bodies as to the governing law, the General Meeting shall rule on the transfer of the society’s assets, which shall be assigned solely to other organizations having similar aims, or for the public goods, except when transfer to a given entity is mandated by a specific provision.

MISCELLANEOUS

ARTICLE 25
All offices within the society are taken free of charge.

ARTICLE 26
These articles shall become effective immediately after their ratification by the General Meeting. Any later amendment may only be proposed to the General Meeting by the Council, or by at least one third of the members entitled to vote at the General Meeting. In this latter event, a specific request hereof shall be made in writing to the Chairman and signed by its promoters. All rulings for amending theses articles shall be taken with the majority of the members in a General Meeting where at least half of those entitled to vote are represented, albeit by proxy. Prior to submitting them to the attention of the General Meeting, the proposed amendments shall be notified to Enci so as it can give its prior assent pursuant to the Operating Instructions attached to Enci’s articles.

ARTICLE 27
For what not expressly stated by these articles the applicable legal provisions and general principles of law are applicable.

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