Established by act on January 31st, 1985 as per notary deed drawn up by notary Dr. Rosa Voiello
Most recent amendment on May 20th, 2016
Chapter I – Name, nature and purposes
Article 1 – Name, nature and registered office
The “Fondo Agenti marittimi e aerei“ – Shipping and Aircraft Agents Fund, hereinafter referred to as “Fund” or FAMA, established by act granted by notarial deed of notary Dr. Rosa Voiello on January 31st , 1985, rep. No. 26411, is a non-profit organization, undertaking public interest activities.
The fund is based in Genoa.
It may open secondary or representative branches, by resolution of the Board of Directors.
Article 2 – Purposes of the Fund
The Fund manages the mandatory contribution of shipping agents, pursuant to art. 16 of law No.135 of April 4th 1977 concerning the “regulations governing the profession of shipping agent”, as replaced by Art. 1, paragraph 62, of law No. 549 of December 29th 1995.
The Fund also aims at arranging and implementing, with non-profit purposes, other forms of social security, as well as forms of assistance, also related to healthcare, in favour of the Members and their companies, as well as their families.
Article 3 – Duration
The Fund, as an organization undertaking public interest activities, has unlimited duration and its dissolution may not occur by the will of its bodies.
Article 4 – Financial year
Fund’s financial years correspond to the calendar year.
Chapter II – Membership and contributions
Article 5 – Members
Those subjects referred to in art. 16 of law No.135 of April 4th 1977 are compulsory members of the Fund.
And thereafter and in particular:
- owners of individual companies providing shipping agency activity, as defined by the same law No.135 of April 4th 1977, especially by art. 2 of the aforesaid law.
- legal representatives and Directors of companies providing the activity of shipping agency, as referred to above;
- representatives of individual companies or companies referred to above, provided that they are not benefiting from other forms of mandatory social protections.
- Furthermore, on a voluntary basis and therefore upon request, the following may also be part of the Fund:
- the owners of individual companies, the legal representatives and the directors of companies providing the activity of handling aircrafts;
- the owners of individual companies, the legal representatives and the directors of companies providing the activity of maritime mediation;
- representatives of companies referred to above, provided that they do not benefit from other forms of mandatory social securities.
The Members’ domicile, with respect to the relationships with the Fund, is the one notified at the time of registration, that is to say the one indicated by the member by specific written notice
Article 6 – Compulsory contributions and other contributions in favour of the Fund
The contributions the members must pay to the Fund are:
- Mandatory contributions envisaged and established, pursuant to art. 16 of law No. 135 of April 4th 1977 as replaced by art. 1, paragraph 62, of law No. 549 of December 29th 1995, with the pertinent and specific Ministerial Decree and calculated on company’s compensation and emoluments of legal representatives and directors and therefore:
- compulsory contribution on company’s compensations;
- the compulsory contribution proportional to the emoluments of legal representatives and directors, as well as representatives of companies providing the activity of shipping agency;
- the further compulsory contribution destined to the coverage of shipping agent’s civil liability, as well as to other relating purposes and those functional to the Fund’s management;
- further or other compulsory contributions that may be considered afterwards and laid down by legal provisions and rules of procedures;
- the admission fee;
- the annual contribution
The admission fee must be paid at the time of registration to the Fund.
The Board of Directors sets out the annual fee and the admission fee.
The annual fee shall be paid by January 30th of each year.
The mandatory fees as per paragraph 1) above, letters a) and c), are set out, pursuant to art.16 of law No. 135 of April 4th 1977 as replaced by art.1, paragraph 62, of law No.549 of December 29th 1995, with its pertinent and specific Ministerial Decree, and therefore with the Ministerial Decree of the Ministry of Infrastructure and Transport of February 15 2012 and subsequent legislative actions, and must be paid by the companies and by the businesses, in favour of the subjects as per article 5, by the 15th (fifteenth) of the month following the quarter to which the fees refer to.
Mandatory contributions as per paragraph 1) above, letter b), are also set out by the aforesaid Ministerial Decree and must be paid by the companies and the businesses in favour of subjects as per the same letter b).
Pertinent contributions must be paid to the Fund on a semi-annual basis on July 31st and January 31st of each year.
Companies or businesses notify the Fund, on their own responsibility and in line with the payments made, the sharing of the compulsory contributions amongst the beneficiaries.
Eventual changes that may take place during the year as concerns personal situations relevant to the acquisition or loss of the capacity as member, will be effective, with respect to the debit/credit relationships existing between the members and the Fund, from January 1st of the following year.
Article 7 – Benefits
Social security benefits and care services of the Fund, also indirect ones, are set out and governed in one or more regulations, approved by the Assembly.
Chapter III – Earnings and Assets of the Fund
Article 8 – Earnings
The revenues of the Fund consist in:
- ordinary earnings arising from compulsory fees and other contributions as per article 6 above;
- eventual extraordinary contributions freely paid by members or supporters;
- interest income and asset revenues;
- other earnings envisaged by legal provisions or other sources of law;
- legacies, donations or benefits, whatever their origin;
- sanctions, interests and any other incidental charges due to late, omission or irregular compliance with requirements.
Article 9 – Assets
The assets of the Fund consist in movable and immovable properties, however bought and owned by the association.
Chapter IV – Bodies and organizational structure of the Fund
Article 10 – Bodies of the Fund
The bodies of the Fund are:
- the Assembly;
- the Board of Directors;
- the President;
- the Board of Auditors.
Chapter I – Assembly of the Fund
Article 11 – Assembly Call
The ordinary Assembly is called at least once a year by the President by June 30th of every year, unless otherwise agreed upon by the Board.
Furthermore, the President always calls the Assembly every time the simple majority of the Board of Directors deems it convenient.
Finally, it is also called by the President, in ordinary or extraordinary form, whenever at least one fifth of the members entitled to vote expressly requires doing so.
It is usually called in a place in which the Fund has its registered office or elsewhere, provided that it is in Italy.
Article 12 – Powers of the Assembly
The Assembly of members shall:
- approve the balance sheet, on the Board’s proposal;
- approve the budget of the current financial year;
- decide on the use of the asset of the organization;
- appoint the members of the Board of Directors and the Board of Auditors;
- decide on general issues concerning the trend and the functioning of the Fund;
- discuss and decide on all the issues the Board of Directors will decide to bring to its attention;
- approve the Regulations governing, notwithstanding what provided by law on mandatory contributions, the forms and ways of contributions due to the Fund, applicable sanctions in case of non-compliance and the benefits granted by the Fund.
Assembly resolutions are binding for everyone, including those absent and dissenting, since there is no withdrawal right.
Article 13 – Terms and conditions of Assembly call
Assemblies, both ordinary either and extraordinary, will be called by registered letter with acknowledgment of receipt, or by fax or email, at least 20 (twenty) days before the date of the meeting.
The notice of convocation shall contain indication of the day, time, venue of the meeting, as well as, analytically, issues to be addressed to on the agenda.
The notice of meeting shall be sent to all members, to the members of the Board of Directors and to the members of the Board of Auditors.
In case of special urgency, the notice can take place by telegram, fax or email at least 10 (ten) days before the date of the meeting.
Any mishandling of personal notices to the members cannot impair the validity of the Assembly.
Article 14 – Validity of the Assembly
Assemblies, both ordinary and extraordinary, are valid whatever the issue to be addressed:
- in first call, whenever as many members representing the majority of those entitled to vote are present, personally or by power of attorney;
- in second call, whatever the number of present members or representatives.
In case the Assembly is formed by all members, it shall be valid even without convocation, provided that the majority of the Board of Directors and the Board of Auditors is present.
Resolutions are taken by an absolute majority of votes of the members present or represented.
Article 15 – Vote
Each member is entitled to vote.
Those registered as members for at least 3 (three) months and who are not in default of paying mandatory contributions or other contributions due to the Fund are entitled to vote.
The member prevented from attending the Assembly in person may be represented by another member by power of attorney, that shall be mentioned in the minutes and be kept by the Fund.
No member shall bear more than 5 (five) powers of attorney.
Vote is usually cast openly and is secret when concerning individual persons.
Vote concerning company offices shall not be done by raising a hand or acclamation, but must be compulsorily done by filling out and submitting the ballot paper and by official count of the same.
Article 16 – Presidency of the Assembly
.The President of the Board of Directors chairs the assemblies.
If the President is absent or unable to act, the Assembly will be entitled to appoint a President, chosen amongst the Presidents no longer in office or amongst the most senior Directors. Alternatively, the President of FEDERAGENTI – Federazione Nazionale Agenti Raccomandatari Marittimi, Agenti aerei e Mediatori Marittimi (National Shipping Agents, Aircraft Agents and Maritime Mediators Federation) shall hold the office.
With respect to the draft of the minutes, the President shall appoint a secretary, who may also be a person not registered to the Fund.
A notary shall always record extraordinary Assemblies.
Article 17- Elections
The ordinary Assembly of the members has the right to decide the number of Directors for the following mandate, at the time of budget approval related to the financial year preceding the one in which the mandate of the whole Board of Directors will expire.
Vote shall be by roll-call and secret, electing those candidates obtaining more votes amongst those who have notified to the Fund their names and intention to run for nominal election, from the 60th (sixtieth) day and not later than the 10th (tenth) day preceding the vote.
In the event of a tie between two or more candidates, the candidate chosen and indicated by the elected members of the new Board at their first meeting shall be elected.
Chapter II – Board of Directors
Article 18 – Composition of the Board of Directors
The Fund is managed by a Board of Directors formed by a minimum of 6 (six) and a maximum of 10 (ten) associates, elected amongst the members under a secret ballot in the Assembly.
The Assembly, electing its members according to the voting mechanism defined in article 17 above, defines the composition of the Board of Directors at the beginning of the mandate.
The ex-officio members of the Fund’s Board of Directors are:
- the pro-tempore President of FEDERAGENTI Federazione Nazionale Agenti Raccomandatari Marittimi, Agenti aerei e Mediatori Marittimi (National Shipping Agents, Aircraft Agents and Maritime Mediators Federation), also and in so far necessary in the absence of the requirement of professionalism as per article 23 below;
- the outgoing President, for the period after the termination of the appointment, pursuant to the following paragraph and in derogation from the provision in the following article 25.
The term in office of the Directors of the Fund is fixed at 2 (two) years and, in any case, until the Assembly is called to deliberate on the final balance sheet related to the last financial year of their mandate.
The term in office of Directors is renewable for other 3 (three) mandates, even not consecutive.
In case during the fiscal year one or more directors may terminate their mandates, the first ones amongst those non-elected shall replace them.
The Directors co-opted shall remain in office until the natural expiry date of the Board of Directors.
The office of the members of the Board of Directors is free of charge.
The Assembly has also the right to appoint 1 (one) or more Honorary Presidents of the Fund, represented by those who commendably stood out for the activity performed in favor of the Fund itself.
The office of Honorary President may be revoked only by the Assembly.
The Honorary President may attend the Board of Director’s sessions, without the right to vote.
The President of the Fund may also call upon to join the Board of Directors one or more subjects who stood out for their activity in the field and/or in favour of the Fund, and who may attend the Board of Director’s sessions without the right to vote.
Article 19 – Powers, convocation and meetings of the Board
The Board is endowed with powers for the ordinary and extraordinary management of the Fund, with the exception of those of the Assembly, by law or statute.
The Board has the right to draw up and approve regulations, to discipline and manage the forms of social security and assistance, representing the purpose of the Fund.
The Board shall meet every time the President deems it necessary, upon request of the simple majority of the Directors and, in any case, at least 3 (three) times per year, of which one for drawing up the year-end final balance sheet to be submitted to the Assembly and one for drawing up the budget related to the following year.
The convocation shall be sent by the President via registered letter with acknowledgment of receipt, or by fax or email, to be sent at least 15 (fifteen) days before the date of the meeting and must contain the issues on the agenda.
In case of urgency the telegraphic call shall be allowed, or even by fax or email, with at least a 3 (three) day notice.
In the absence of the a.m. formalities, the meeting shall be deemed valid if all members of the Board and effective members of the Board of Auditors are present.
With respect to the Board of Directors’ meetings validity, the effective majority of the Board’s members is necessary.
With respect to the resolutions validity, the favourable vote of the majority of those present is necessary.
Each Director is entitled to one vote and can bear only one power of attorney.
Where votes are evenly divided, the President shall have a casting vote.
The Board is presided by the President or, if absent, by the Deputy Chair.
Minutes of the Board’s meetings are drawn up on a specific book that must be undersigned by the President and the Secretary.
The Board’s meetings may take place also in video or audio conferences.
Article 20 – Duties of the Board
The Board of Directors with simple majority shall :
- appoint the President of the Board of Directors, who is also the President of the Fund, amongst its members;
- appoint the Deputy Chair, amongst its members;
- possibly appoint a Treasurer, on its President’s proposal and amongst its members,;
- possibly appoint a General Director as referred to in article 26 below;
- possibly bestow to a Director, upon the President’s proposal, the power of attorney for the relationships with employees;
- appoint its own representatives in the Commissione Tecnico Mista di Assistenza e di Controllo (Technical Joint Committee of Support and Control), chosen amongst the Directors.
Chapter III – The President
Article 21 – Duties and powers of the President
The President is the signing authority and the legal representative of the Fund, against third parties, and also in court.
The President of the Fund, also in his quality of President of the Board of Directors, shall be in office for a 2 (two)-year period, and may be appointed for a further 2 (two)-year period of immediate continuation.
The President shall:
- convene and chair the meetings of the Assembly and of the Board of Directors;
- adopt, in case of particular urgency, measures falling within the Board of Directors’ competences;
- issue provisions for the execution and implementation of other regulations of the Fund’s bodies;
- manage the Fund’s earnings as per the article 8 above, based on the maximum criteria set out by the Board of Directors;
- possibly call upon to join the Fund’s Board of Directors the subjects as per the last paragraph of article 18 above;
- fulfil all the functions entrusted to him by this statute and/or empowered by other bodies of the Fund.
The President is the signing authority and legal representative of the Fund.
The President may delegate proxies or power of attorneys for individual legal acts or for categories of acts.
Chapter IV – Auditors
Article 22 – Composition and duties of the Board of Auditors
The Board of Auditors is formed by 5 (five) members, 3 (three) of which are effective and 2 (2) are substitutes.
The Board appoints a President amongst its members.
Auditors shall be appointed by the Assembly; they are in office 2 (two) years and are eligible for re-election for 3 (three) other terms, even not consecutively.
Auditors shall supervise the ordinary and extraordinary management of the Fund and report to the Assembly in writing.
They may attend the Board of Directors’ sessions at the President’s invitation or whenever the agenda includes issues within their competences.
In case of withdrawal due to any reason during an effective member’s mandate, the substitute member having obtained the highest number of votes shall replace the latter.
Chapter V– Common rules to the bodies of the Fund
Article 23 – Professionalism criterion
The criterion of professionalism shall be considered as necessary condition to the appointment as a member of the Fund’s bodies, considering the competences typical of a shipping agent and such profession. This criterion is a necessary condition also to perform and execute the mandate and applies to all members and associates.
Article 24 – Conditions of ineligibility
Notwithstanding the above as regards the criterion of professionalism, the conditions of ineligibility are the following ones – should these conditions arise during the mandate they will result in the revocation of the mandate as member of the Fund’s bodies – :
- Being charged with final sentences, or having negotiated the penalty for crimes committed without criminal intents, punishable by a maximum term of imprisonment of at least 2 (two) years;
- having undergone measures of prevention pursuant to law No. 159 of September 6th 2011 and subsequent amendments and addenda;
- incurring – and therefore the existence of – situations and conditions provided for by article 2382 of the Italian Civil Code as causes of ineligibility or revocation of the position of joint – stock company director;
- repeated late payment of mandatory contributions and/or other contributions in favour of the Fund as per article 6 above.
In any case without prejudice to, with respect to the paragraphs a) and b) above, the effects of rehabilitation.
Article 25 – Extension of mandates
The Assembly is entitled to the extension of the duration of the mandate of any member of the Board of Directors and President of the Fund, as per articles 18 and 24 above, for a further period of up to 1 (one) year.
Without prejudice to the possibility of a renewal of mandates, as provided for by the same articles 18 and 21, that is to say and respectively for 3 (three) other mandates, even not consecutive, for an overall period of 2 (two) years continuously.
Chapter VI – Organisational structure and functioning of the Fund
Article 26 – General Director
At the head of the offices and of the staff of the Fund a General Director may be appointed, with the following powers and functions:
- coordination of the functioning of the Fund’s offices;
- supervision of all the staff, allocation of duties and the staff into offices and exercise of disciplinary authority;
- performance of tasks and undertaking of responsibilities laid down for the employer by existing health and safety legislation at the workplace;
- signing of internal and external acts, arranged by the Fund’s offices, if not otherwise provided for by the statute and/or the regulation of the Fund;
- assistance and help to the President of the Fund in discharging his/her functions:
- fulfilment of each other function constantly or from time to time assigned to him by the Board of Directors or the President of the Fund;
- careful preparation of the budget and the final balance sheet and their follow up, to be presented and submitted to the Fund’s bodies.
The General Director attends, with advisory functions, the sessions of the Assembly and of the Board of Directors of the Fund.
The General Director shall be hired under a fixed-term or permanent contract, according to the conditions and with the compensation set out by the Board of Directors.
Article 27 – Staff of the Fund
The President of the Fund, or/and the General Director on his/her behalf, shall carry out the recruitment and the possible redundancy of the Fund’s staff, as well as establish possible collaborations.
The hiring of employees, the establishment and development of employment relationships, as well as the establishment and development of possible collaborations, shall always be arranged and implemented in full compliance with the applicable legislation, law and/or collective agreements.
The organization and the number of employees, as well as any collaborator, shall be however sufficient for the proper functioning of the Fund’s offices, in order to pursue and achieve its goals and fulfil members’ needs.
Article 28 – Committees
The Board of Directors may appoint one or more Committees amongst its members, or even if deemed necessary, with co-working participants and experts external to the Fund, to study and examine particular and specific technical and/or accounting issues, however pertinent to the management, the functioning and the purposes of the Fund.
Chapter V – Final provisions
Article 29 – Enforcement
This statute enters into force on May 20th, 2016
Article 30- Reference to applicable laws
For any matters not covered herein and not regulated by this statute and/or by the regulations issued by the Fund, the Italian Civil Code and all the laws relevant and applicable to the Fund shall apply.