ARTICLES OF ASSOCIATION OF THE UNRECOGNIZED ASSOCIATION WITH CULTURAL PURPOSES “PREMA FAN CLUB”
1. Name, registered office and duration
1.1. A non-profit unrecognized association with cultural purposes called “Prema Fan Club” (“Fan Club”) is incorporated.
1.2. The Fan Club has its registered office in Grisignano di Zocco (VI), 36040, Italy, at Via Alcide De Gasperi 126.
1.3. The duration of the Fan Club is indefinite.
2. Purpose and object
2.1. The purpose of the Fan Club is to gather supporters of Prema Racing S.r.l. (“Prema Racing”), an Italian racing team competing in the main Formula 1 preparatory categories, as well as to enhance motorsport culture.
2.2. To pursue its object, the Fan Club may promote cultural and social initiatives for the Fan Club’s members, such as, by way of example but not limited to:
a. distribution of branded gadgets or other exclusive products;
b. organization and promotion of experiences and activities;
c. organization and promotion of events;
d. creation of virtual communities to gather Prema Racing supporters;
e. preparation of materials and newsletters to share news and information about Prema Racing and the Fan Club.
3. Admission of new members
3.1. The number of Fan Club’s members is unlimited.
3.2. Individuals (regardless of gender, nationality, ideas and religion) and legal entities that share the purposes set forth under this articles of association as well as the principles of the Fan Club can become members.
3.3. Individuals or legal entities which intend to become members of the Fan Club shall fill out all the required fields in the appropriate membership form available on the Fan Club’s website (http://betafanclub.premaracing.com/home/2-1-prema-fans-club-subscription-2024.html#/1-type-with_gift_box.) according to the terms and conditions set out in the Fan Club’s regulation (“Regulation”).
3.4. Each person which intends to become members of the Fan Club shall pay an annual membership fee (“Annual Fee”), which corresponds to the amount set forth and according to the terms and conditions provided for under the Regulation. The payment of the Annual Fee grants the status of Ordinary Member (as defined below) from the day on which the Annual Fee is paid to 31 December of the same calendar year. The Fan Club membership is not subject to automatic renewal.
4. Members’ categories
4.1. The association consists of the following members’ categories:
a. founding members (“Founding Members”);
b. ordinary members (“Ordinary Members”); and
c. elected members (“Elected Members”).
4.2. Founding Members are those who sign the Fan Club’s deed of incorporation and articles of association. Founding Members are not required to pay the Annual Fee. Specifically, the Founding members are Renè Rosin, Antzelina Ertsou and Prema Racing S.r.l..
4.3. Ordinary Members are all members who fulfil the requirements set forth under article 3 of this articles of association and pay the Annual Fee in the amount and according to terms and conditions provided for under the Regulation.
4.4. Elected Members are Ordinary Members who, upon candidature submitted by the same, are appointed as such by resolution of the Members’ Meeting. As a result of this appointment, Elected Members have the same voting rights at the Member’s Meeting as the Founding Members. Elected Members are required to pay the Annual Fee and will maintain the Elected Members’ status, from year to year, subject to continuous payment of the Annual Fee. Should an Elected Member fail to pay the Annual Fee for one or more calendar years, the latter shall lose the Elected Member’s status, in relation to which he/she/it may possibly reapply if, in compliance with the requirements of article 3 and according to the terms and conditions provided for under the Regulation, regains the Ordinary Member’s status.
5. Members’ duties
5.1. Membership of the Fan Club is of a free and voluntary nature, but it commits members to the observance and punctual compliance with the provisions included in the articles of association, in the Regulation and any resolutions taken by the representative bodies of the Fan Club on the basis of the articles of association’s competences, as well as to the observance of the rules from time to time communicated to members and applicable within the scope of activities and/or events organized by the Fan Club or to which it adheres.
5.2. All members are required to behave correctly both in their internal relations with other members and with third parties and to refrain from any activity that is contrary to the moral or material interests of the Fan Club and to the principles of internal Fan Club democracy, or any act that could in any way harm or damage the Fan Club, Prema Racing and/or their respective images.
6. Loss of member status and sanctions
6.1. Member status may be lost in the following cases:
a. due to the death of the individual or extinction of the legal entity who / which is member of the Fan Club;
b. for Founding Members, due to voluntary withdrawal to be duly communicated in writing with 5 (five) days’ notice;
c. for Ordinary Members and Elected Members, on December 31 of the calendar year during which the member status was acquired pursuant to article 3 of this articles of association.
6.2. Members may also be excluded from the Fan Club in the case of a proven breach of one of their duties under article 5 of the articles of association and in all other cases provided for under the terms of the Regulation. Exclusion is declared by the Administrative Body and notified to the member within 180 (one hundred and eighty) days from the day in which breach occurred or from the actual knowledge of the breach by the Fan Club’s Administrative Body.
6.3. In particular, performed the assessment on the conduct of a member in breach of the articles of association or the Regulation, the Administrative Body may take the following disciplinary measures:
a. written warning;
b. temporary ineffectiveness and suspension of the member’s rights for a fixed period not exceeding 10 (ten) months;
c. ineffectiveness of the member’s rights and exclusion from the Fan Club for the current calendar year, for multiple calendar years or permanently.
6.4. The Administrative Body shall take the disciplinary measures referred to under article 6.3 above, considering the seriousness of the conduct or infringement committed and any recurrences of the same or other conduct or infringement.
6.5. Withdrawn or excluded members, in any case, are not entitled to reimbursement of the already paid Annual Fee.
6.6. Withdrawal or exclusion of a member automatically results in the loss of any social office held within the Fan Club.
7. Bodies of the association
7.1. The bodies of the Fan Club are:
a. the Members’ Meeting; and
b. the Administrative Body.
7.2. All offices are conferred free of charge.
8. Members’ Meeting
8.1. The Members’ Meeting is convened to take decisions concerning the life of the Fan Club.
8.2. The right to participate in the Members’ Meeting and the right to vote therein is granted exclusively to the Founding Members and Elected Members, to whom such rights are granted by resolution of the Members’ Meeting, upon a specific nomination. Each Founding Member and Elected Member is entitled to one vote and may be represented at the Members’ Meeting by written proxy.
8.3. The Members’ Meeting is convened by the Administrative Body whenever the same deems it necessary and, in any case, at least once per financial year, for the purpose of approving the annual financial statement.
8.4. The convocation shall be made by written notice sent by hand, by ordinary mail or by e-mail to the Founding Members and Elected Members. The convocation notice shall be sent at least 5 (five) days before the date set for the Members’ Meeting and shall detail the items on the agenda.
8.5. The Members’ Meeting is validly constituted in first convocation with the presence of the majority of the Founding Members and Elected Members and deliberates with the favorable vote of the majority of those present. In second convocation, the Members’ Meeting is validly constituted with the presence of at least 2 (two) Founding Members and/or Elected Members and deliberates with the favorable vote of the majority of those present.
8.6. Participation in the Members’ Meeting at a distance through telecommunication tools, in video or audio conference mode is allowed, provided that it is possible to verify the identity of the members participating and voting through the aforesaid tools and that they are allowed to follow the discussion and intervene in real time in the discussion of the topics addressed.
8.7. The Members’ Meeting is required to discuss and deliberate on:
a. the approval of the annual financial statement;
b. amendments to the deed of incorporation, this articles of association, and the Regulation;
c. the appointment of Elected Members, upon presentation of the appropriate application;
d. the appointment of the Administrative Body;
e. the liability of the Administrative Body;
f. on the dissolution of the Fan Club;
g. any other item on the agenda.
8.8. The resolutions referred to in article 8.7.b must be adopted with the favorable vote of the absolute majority of the members with voting rights.
8.9. The dissolution of the Fan Club must necessarily be decided unanimously, with the favorable vote of all the members entitled to vote.
8.10. The resolutions of the Members’ Meeting are recorded in minutes signed by the Chairman of the Administrative Body or Sole Director and the secretary taking the minutes.
8.11. In the case of resignation or termination for any reason whatsoever of one or more members of the Administrative Body, the Members’ Meeting shall be convened within 30 (thirty) days from the date of the resignation or termination, by the members of the Administrative Body still in office or resigning, or, in the case of impossibility or non-compliance, by any Founder Member or Elected Member.
9. Administrative Body
9.1. The management of the Fan Club is entrusted to the Administrative Body, which may be monocratic or multi-personal and which is appointed by decision of the Members’ Meeting.
9.2. Should the Administrative Body be multi-personal, a Board of Directors shall be formed, which may consist of between 3 and 7 members and shall be chaired by one of the directors elected by the Board of Directors (“Chairman”), who shall be the legal representative of the Fan Club.
9.3. By decision of the Members’ Meeting, also during the term of office, the number of members of the Board of Directors may be changed, always within the limits set out in article 9.2 by making the relevant appointments. The directors thus elected expires with those currently in office.
9.4. Directors may also be non-members, may be re-elected and shall hold office for the term established at the time of appointment. Unless otherwise provided, the appointment shall be for an indefinite term.
9.5. The directors perform their duties free of charge (except for the reimbursement of expenses actually incurred and documented for the activity performed for the purpose of the office).
9.6. The Administrative Body has exclusive competence for operational decisions and for performing acts on behalf of the Fan Club, for which it is liable vis-à-vis the Members’ Meeting, and exercises legal representation of the Fan Club.
9.7. The power of representation conferred to the directors is general. Limitations of the power of representation are not enforceable against third parties unless it is proved that the third parties had knowledge thereof.
9.8. The Administrative Body meets whenever there are matters to be deliberated upon. In the case of a multi-personal Administrative Body, the directors shall be convened by written notice sent by hand, by ordinary mail or by e-mail by the Chairman at least 3 (three) days prior to the date set for the meeting. The Chairman is also required to convene the Administrative Body in case of a written and motivated request by at least 2 (two) of the directors, within 30 (thirty) days from the request.
9.9. The Board of Directors is validly constituted with the presence of half of the directors and deliberates with a simple majority.
9.10. Participation in Board of Directors’ meetings at a distance through telecommunication tools, in video or audio conference mode is allowed, provided that it is possible to verify the identity of each director thus connected and that they are able to follow the discussion and intervene in real time in the discussion of the topics addressed.
9.11. For each meeting of the Board of Directors, the Chairman and one of the directors to be elected to act as secretary are required to take minutes.
9.12. The Administrative Body has, by way of example but not limited to, the task of:
a. convening the Members’ Meeting whenever necessary and in any case at least once during the financial year for the purpose of approving the annual financial statement;
b. preparing the annual financial statements to be submitted to the Members’ Meeting by 30 April of each year;
c. submitting to the Members’ Meeting proposals for amendments and/or additions to the Regulation;
d. implementing the resolutions of the Members’ Meeting;
e. formalizing the acts for the management of the Fan Club;
f. concluding all acts and agreements pertaining to Fan Club activities;
g. performing all acts and operations for the proper administration of the Fan Club that are not the liability of the Members’ Meeting, including the determination of the Annual Fee;
h. monitoring the smooth running of all social activities and coordinating them.
9.13. The Administrative Body, if multi-personal, elects one of its members to act as treasurer, who shall be liable for the financial and economic management of the Fan Club in accordance with the resolutions of the Members’ Meeting and the decisions of the Administrative Body.
10. Common fund
10.1. The Fan Club’s common fund consists of the Annual Fees paid by the members, all patrimonial rights pertaining to the Fan Club, and all assets, whether movable assets and real estate, that are received by the Fan Club for any reason whatsoever.
10.2. The Fan Club’s revenues consist, by way of example but not limited to, in addition to the Annual Fee, of:
a. any extraordinary contributions decided by the Members’ Meeting with reference to particular initiatives that require availability beyond the ordinary financial statement;
b. any voluntary contributions by members;
c. donations and/or contributions from private citizens and both public and private entities.
10.3. The Fan Club’s common fund is intended to ensure the exercise of the activities and the pursuit of the purposes set out in the previous article 2.
10.4. For the entire duration of the Fan Club, individual members may not request the division of the common fund or claim a share in the case of withdrawal.
10.5. The Fan Club is forbidden to distribute, even indirectly, during its life, profits or operating surpluses, howsoever denominated, as well as funds, reserves or capital, unless the destination or distribution is required by law.
10.6. The Fan Club shall use any profits or surpluses for the pursuit of its objectives and the implementation of its institutional activities and those directly connected and/or ancillary to them.
11. Financial statement
11.1. The financial year begins on 1st January of each year and ends on 31st December.
11.2. Within four months after the end of the financial year, the Administrative Body is required to prepare the annual financial statement, to be submitted to the Members’ Meeting for approval.
12. Termination
12.1. The Fan Club is terminated in the event of:
a. dissolution resolved by the Members’ Meeting pursuant to article 8.9;
b. death and/or dissolution of all Founding Members and Elected Members;
c. achievement of the institutional purpose or its supervening impossibility.
12.2. In the case of dissolution, any residual assets shall be donated to associations operating for the pursuit of similar purposes or of public utility, unless otherwise required by law.
13. Reference
13.1. For anything not expressly provided for herein, reference is made to the Regulation and, insofar as they are applicable, to the laws and general principles of the laws of Italy.