STATUTE ASSOCIATION OF SOCIAL PROMOTION CLUB ARTI & MESTIERI

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1 STATUTE ASSOCIATION OF SOCIAL PROMOTION CLUB ARTI & MESTIERI NAME, HEADQUARTER Art. 1) In accordance with the Law no. 383 of 7 December 2000, an Association of social promotion, named CLUB ARTI & MESTIERI, is established in accordance with the Art. 14 and the Civil Code as well as the present Statute. The association has an unlimited duration. The association s registered office is in Ravenna, Via Oriani no. 44. At local level, according to the following Title Local levels of the present statute, autonomous associations can be estabished to form local levels of the unitary national organization. The name Club Arti & Mestieri and the logo are registered as brand of the Association. The use of the name and logo of the Association in any form must be authorized by the Board of Directors. OBJECTIVE Art. 2) The association "CLUB ARTI & MESTIERI" is a non-political association and it does not pursue political and religious objectives, as provieded in paragraphs 2 and 3 of Article 2 of Law 383/2000. During the life of the association, this latter is not allowed to spread among its members, in direct or indirect forms, benefits income, profits or budget surplus, funds, reserve holdings or capital, unless the appropriation and destination are not imposed by the law. The objective of the association is to pursue collective interests through the continuous development of social promotion activities addressed to its members and others and directed to: - the valorisation, diffusion and preservation of baking, pastry, pizza art and popular and traditional food cooking of our territory; - the study and research of popular traditions, with special reference to the entertainment and to the popular culture; - the development of the personality through the exercise of the right of education, culture, training and valorisation of professional capacities; - the protection and valorisation of all those crafts regarding gastronomy to defend the quality of the products; - the development of social tourism and the promotion of local tourism through the organization of cultural events in the field of entertainment.

2 Supplies of goods and services for cohabiting relatives of the members are treated, for tax purposes, as those rendered to the members. To better pursue its social objectives the association intends to promote several activities, in particular: a) organization and promotion of courses, training activities, training areas, internships, seminars, fairs, shows and any other kind of training activities, also on behalf of third parties, convivial meetings, parties, exhibitions, conventions, conferences, assemblies, debates and performances; b) management of public or private halls and centres of information for the development of institutional activities; c) in the institutional activity field, drafting of bulletins, books, monographic publications, magazines, newspapers, discs, audio and video material and other products of mass diffusion to promote the knowledge and culture of arts and crafts in the gastronomic sector; d) in compliance with the objectives of the association the sponsorship with agencies to encourage the institutional initiatives which need a funding to fulfil projects. Therefore, the Association may develop any activity falling directly within the objectives for which the association is established. The association may accomplish any operation which is considered to be useful or necessary to achieve its social objectives or anyway connected to the achievement of a solidarity objective. Art. 3) The Association may manage relationships, collaborations and draw up conventions, contracts and procurements with government bodies and local authorities, private and/or public corporations and other private and/or public groups and associations. The Association may ask for and obtain contributions and funding from specific bodies, as well as sponsorships, subsidies and donations from private persons in general, in compliance with the pursued objectives. Art. 4) The Association may buy, sell and manage real estates and perform any other commercial, financial, movable, and immovable, artisan or agricultural activity, with the possibility to turn to public bodies or private entities, companies, banking institutions, provided that they are performed in an auxiliary and subsidiary manner which is directed to achieve institutional objectives. Art. 5) The Association may predominantly avail itself of activities given by its members voluntarily, freely and free of charge. For big events afferent institutional objectives of the association, the association may for that event avail itself of activities given

3 voluntarily, freely and free of charge by persons who are not members of the association. In case of a particular necessity, the association may avail itself of self-employed or employed work, even turning to its members. AFFILIATION Art. 6) In case this is useful and necessary in order to pursue its social objective, the Association may affiliate or join in local, national or supranational organisms or federations belonging to the sector in which it works, and it may be acknowledged or registered by any entity, public or private body. Furthermore, the Association may take profit-sharing and/or investments from other entities having analogue or similar objectives or anyway connected to its own objective. However, the Association shall always be completely independent from government authorities, public and private companies and from any other organization in general. MEMBERS Art. 7) The number of members is unlimited. Both natural persons and corporate bodies can join in the Association. The membership of the Association is free and voluntary, but its members must respect the present Statute and the decisions made by the representative bodies of the Association. Art. 8) Ordinary members may be admitted upon the request of the interested parties. The form for underage people must be signed by the parent exercising paternal authority or by the guardian. Ordinary members must have shown their interest to the activities stated in the Statute and, anyway, their interests must not clash with these activities. The acceptance and the rejection of membership applications are decided by the Board of Directors, which has to motivate its decision in case of rejection. It is possible to appeal against this rejection to the Board of Arbitrators within 30 days. Enrolments run from the 1 st of January of the year during which the application has been accepted. Art. 9) Members must pay a membership fee the first year and a periodic fee in the following years. In exceptional cases, extraordinary fees will be established by the Board of Directors year by year. Art. 10) Members have the right to attend Assemblies where they are entitled to vote, to attend the activities and shows of the Association and to be elected to social positions. Art. 11) Members cease to be part of the Association for withdrawal, exclusion or death. In any case, the fee or membership fee can never be re-assessed, refunded and transferred as a gift inter vivos or mortis causa.

4 Art. 12) Withdrawal can be accepted upon written request of the interested party with effect from the 1 st January of the following year. Art. 13) The exclusion is decided by the Board of Directors against banned, incapacitated or bankrupt members, those people who are acting against the interests of the Association or do not comply with the interests of the Association or do not respect regulations of the Board itself or the Assembly or commit serious breaches in the obligations established by the law or by the social contract, that is they are in arrears. The exclusion is also decided in case members: - are not able to respect the commitments deriving from the statute; - trouble the functioning of the Association through their behaviour; - misuse their member rights; - damage the Association in any way, morally or materially; - stir up trouble among members; - do not fulfil the commitments necessary to pursue the social objective; - through their behaviour, do not show interest to pursue the social objective. The Board of Directors deliberates the exclusion of the member in the above mentioned subject to the dispute of the charges and capture of the justification. Members may appeal within 30 days to the Board of Arbitrators against the expulsion measure. ASSOCIATION ASSETS Art. 14) The economic resources of the association are composed of movable and immovable properties, contributions, donations and legacies, reimbursements, profits coming from marginal commercial and productive activities and from any other kind of income. Budget surplus will be exclusively used for initiatives, activities and institutional objectives of the Association. STATEMENT Art. 15) Fiscal years close on the 31 st of December every year. Within four months from the end of the fiscal year, the Board of Directors is annually obliged to draw up the economic and financial statement of the year and a budget estimate to be approved by the members assembly. SOCIAL BODIES Art. 16) The corporate bodies are:

5 the Members Assembly; the Board of Directors; the President; the Board of Auditors; the Board of Arbitrators; the National Conference. MEMBERS GENERAL ASSEMBLY Art. 17) The member s general assembly is the major deliberative body of the association. When it is regularly convened and constituted it represents the universality of its members. The assembly must be convened at least once a year within four months from the end of the fiscal year to approve the budget estimate and the final balance. The assembly is convened when the Board of Directors thinks it advisable or if at least a tenth of the members, who must state the subject of the meeting, requires it. Meetings are convened by notice which must be posted up in the premises of the Association, with at least 10 days notice. The notice shall report the date, the place and the agenda of the assembly. The ordinary and extraordinary assembly is presided over by a President appointed by the assembly itself. The president appoints a secretary which shall draw up minutes of the assembly and record them on a special minute-book. Each person attending the assembly is entitled to cast one deciding vote. Multiple voting rights are not permitted. Each member who is not able to attend the Assembly can be represented by another member by means of a written proxy. Each representative is not allowed to represent more than one member. Absent Members shall conform to decisions legitimately taken. In case the Assembly in second convening is necessary, the Assembly will be convened not later than 24 hours from the first one. In any case, elections regarding people are always to be conducted by secret ballot. The Assembly of members is convened, on the whole national territory, by the Board of Directors, in the place duly stated by this latter. To decide on the dissolution of the association and the devolution of the holdings it is needed the favorable vote of at least three-fourths of the members. To modify the statute it is needed, also at the second convocation, at least one third of the members and the favorable vote of at least three-fourths of the members attending the assembly. Art. 18) The members Assembly, in an ordinary meeting, has the following duties:

6 a) it takes decisions on the general directions and guidelines of the association; b) it discusses and approves the budget, the financial programme of the new year and the final balance; c) it discusses and approves rules of procedure submitted to its approval by the Board of Directors; d) it appoints and repeals the Board of Directors, the Board of Auditors and the Board of Arbitrators; e) it takes decisions on each ordinary subject submitted to its approval by the Board of Directors; f) it takes decisions on all subjects concerning the life and the relationships of the Association which do not fall within the competence of the extraordinary assembly; in an extraordinary meeting: 1. it takes decisions on the dissolution of the assembly and on the devolution of the holdings having deducted the liabilities; 2. any modification of the present statute; 3. on each extraordinary subject submitted to its approval by the Board of Directors. BOARD OF DIRECTORS Art. 19) The Association is directed and run by a Board of Directors, composed by a minimum of three members and a maximum of seven who are elected by the members assembly. Members of the Board of Directors remain in office for a period of five years and they are re-eligible and in the first session of the Board, they appoint the President, the Vice-president and the Secretary performing functions of treasurer. All social offices are free of any charge. Art. 20) The treasurer handles the collection of fees and makes payment according to the guidelines of the Board. Furthermore, the treasurer draws up minutes of the sessions of the Board, conducts the correspondence and performs tasks given by the Board. Art. 21) The Board of Directors is convened by the President when this latter thinks it advisable or upon a request of one of the members of the Board of Directors. Assemblies are valid only in the presence of the majority of the members of the Board. Decisions are taken by simple majority according to the number of those present. Art. 22) The Board of Directors is invested with all powers concerning the ordinary or the extraordinary administration and management, with the only exception of those

7 powers reserved to the assembly, according to law or statute provisions. Furthermore, it has the power to deliver opinions in relation to the initiatives of the association. In particular, the Board of Directors: a) formulates proposals relating to the association management and proposes capital investment plans; b) takes decision on membership applications; c) draws up the budget, the financial programme for the new year to be submitted to the members Association; d) draws up the appropriation account of the previous fiscal to be submitted to the members Association; e) confers and repeals proxies; f) appoints members of internal commissions or committees; g) fixes the dates of the ordinary members assemblies to be convened at least once a year and convenes the extraordinary meeting in case it thinks it advisable or upon members request; h) draws up any rules of procedure relating to the social activity to be approved by the members association; i) adopts expulsion measures against members if necessary; j) performs aims established by the statute and respects decisions and guidelines of the members assembly; k) fixes the amount of membership fees, periodic fees and, in extraordinary cases, extraordinary fees; Members shall unconditionally abide by provisions issued by the Board of Directors. Art. 23) The Board of Directors may avail itself of the collaboration of, even temporary, commissions and committees, and also composed of non-members, to perform ordinary activities or specific events (even limited in time). The selection of individual persons, members or not members, will anyway occur according to their competence. Art. 24) The reimbursement of costs for the activities performed in the interest of the Association may be awarded to the members of the Board of Directors. Art. 25) Each member has the right to submit proposals or complaints to the Board of Directors by means of a signed letter. THE PRESIDENT OF THE ASSOCIATION

8 Art. 26) The President has the legal representation and the power of signature of the Association towards third parties and in legal proceedings. The President remains in charge for a period of five years. He convenes and presides the Board of Directors, signs all the administrative acts of the association; he may open or close banking and postal checking accounts. He confers upon members special powers for the management of several activities, prior approval of the Board of Directors. THE BOARD OF AUDITORS Art. 27) The Board of Auditors is composed of three members elected by the Assembly outside the Board of Directors. It periodically controls the formal and substantial regularity of the accounts, draws up the specific paper to be attached to the budget and to the appropriation account. Its members have the right to attend the meetings of the Board of Directors. THE BOARD OF ARBITRATORS Art. 28) The Board of Arbitrators is composed of three members elected during the assembly. It remains in office for a period of five years. It deliberates on the appeal to the admission denials and expulsions decisions and on the dispute about the interpretation and the carrying out of the present statute. THE NATIONAL CONFERENCE Art.29) The National Conference is made of representatives of the local association part of the unitary national organization stated in art. 31 and following ones and the local representatives stated in art. 32 of the present statute. The National Conference is convened at least once a year by the President of the Association who presides over the conference. The National Conference is an advisory body which gives opinions and suggestions to the associations in special reference to themes of local levels interest and to the relation between the latter and the national association. The National Assembly deliberates by majority of the present members, if at least onethird of the legal claimants. In case the representative of a local association cannot take part in the National Conference, another member of the Board of Directors of the local association can take his place. CORPORATE BODIES REVOCATION

9 Art. 30) The members of corporate bodies can terminate their office for death, resignation, absence to three consecutive meetings without justifications and for revocation deliberated by the assembly for serious reasons. In case one or more members of the body dismiss from the office, it will be nominated the first ones of the non-elected. In case there are no non-elected candidates, it must be convocated the assembly for the election of the replacements. The replacement this way elected will remain in office till the expiry of body. In case more than half the originary members of a body are dismissed the Assembly must be convocated to elect the body. LOCAL LEVELS Art. 31) Local levels According to the art.1 of the present statute, the local levels of the unitary national Association Club Arti & Mestieri can be constituted by local independent associations. In a territory a single association can represent the local level of the unitary organization. The autonomous associations which intend to represent the local levels of the Association, although they enjoy the statutary independence, have to inspire their statutes to the principles indicated in the articles of the present document and have to respect the rules in force. The local associations must respect the general guidelines of the Board of Directors. Art.32) Establishment The members who live or thave their basis in the same territory in a number of not less than 15 persons can promote the establishment of an autonomous association which represents the local level of the unitary organization. To this scope the movers must present a special request to the Board of Directors that has to deliberate the concerning authorization. The Board of Directors can authorize the establishment of association which represent the local levels notwithstanding the minimun number of members requested in this paragraph. Art.33) Members The members who lives or have their basis in the territory in which have been constituted associations that represent the local level of the unitary organization, are members of both the national Association and the local association. As a rule the joining to the different association levels is done through the local association. Where there are no local levels the member only joins the national Association.

10 Art.34) Aims and internal organization The local associations must pursue in the referential territory the same aims as stated in the art. 2 and have an internal structure inspired by principles of equality, democraticity, free election of the posts and an actual associative relation. Art.35) Management principles The local associations, which enjoy full finantial, process, organizational, managerial and administrative autonomy, must include in their statute the obligation to mainly avail themselves of the activity of their members given in a voluntary and free way. They have the obligation to invest the surplus or profits from the social activities, the prohibition on the distribuition, also indirect, of profits to the members, the obligation to compile the balance sheet and, in case of dissolution, to devolve the finantial holdings to the national Association or other bodies active in similar sectors or to other purposes of public utility. The local associations must send to the national Association a copy of its balance sheet, compiled according to a standard format given by the Board of Directors. The Board of Directors can ask to the local associations news and information about the activity of the association and clarifications on the balance sheet. In case of finantial imbalance the Board of Directors can elect a supervisor who has the right to access records and documents and suggest solutions to the local association. Art. 36) Name and logo The association which represents a local level of the unitary national organization must use the name and logo Club Arti & Mestieri followed by the name of the referential territory as stated in the agreement (see paragraph 2 of the present article). The use of the name and logo Club Arti & Mestieri is authorized by the Board of Directors and regulated by a special agreement arranged by the Board of Directors and subscribed by the local association. In case the local association does not perform properly what stated in the agreement or fall into serious irregularities or statutary violations or carry out activities in contrast with the ones of the Association, the Board of Directors can revoke the use of the name and logo. By virtu of this revocation the local association is no more part of the unitary structure of the Association Club Arti & Mestieri and must change its name and logo within 30 days after the revocation. Art.37) National associations The Board of Directors can promote and authorize the constitution of other national associations named Club Arti & Mestieri in the local language, which has full legal, finantial and organizational autonomy. The relation between the Association and the national associations mentioned in the present article are regulated by special agreements.

11 Art.38) Local representatives In the territories where there are no autonomous associations part of the unitary organization, according to the previous articles the Board of Directors can appoint individual members as local representatives delegating to them the fulfilment of some functions of promotion of the association in the referential territory. DISSOLUTION OF THE ASSOCIATION Art.39) The dissolution must be resolved by the members assembly in extraordinary convocation. It will also appoint one or more liquidators defining their powers. The dissolution can also occur for all the cases provided for the Civil Code. Art.40) At the dissolution of the Association for any cause, the social holdings, all debts paied, must be entirely donated to another association with similar aims or with purposes of social utility conforming with the art.3 c. 190 Law 23 december 1996 n.662 FINAL REGULATIONS Art. 41) Any dispute that might arise between members, their heirs or people involved in the interpretation and fulfilment of the present Statue, will be sent to trial of the Board of Arbitrators. In this case the expenses will be distributed in equal measure between the parties. Art.42) For all that which is not specifically envisaged in the present statute, it is necessary to refer to the laws on no-profit associations and the general principles of the italian legal order.