Aermacchi Pilot Club

ARTICLES OF CONSTITUTION
FOR
AERMACCHI PILOT CLUB

"This translation is supplied merely for informative purposes
and should not be construed as an official document
of the Aermacchi Pilot Club.
For all legal, organizational or operating purposes,
please refer to the official Italian text".

SECTION I

General information

Art 1

(Founding organization and location)

1. The "Aermacchi Pilot Club (APC)" association is established herewith under the auspices of the "Alenia Aermacchi S.p.A." Company.
2. The association has its home office in Via Paolo Foresio 1, Venegono Superiore (Varese).
3. The association is authorized use and display of the name and trade-mark "Aermacchi," or "Alenia Aermacchi," but has no claim on property rights related thereto.

Art 2

(Articles of Constitution and Rules & Regulations)

1. The association is subject to the articles of constitution herein set forth, and will conform to Italian regional and national legal limitations, in addition to those general principles of jurisprudence.

Art 3

(Applicability of the articles of constitution)

1. The members of the organization are subject to these articles of constitution and are personally and individually responsible for adherence thereto.
2. This document constitutes the basic guideline for all activities of the association itself.

Art 4

(Changes to the Articles of Constitution)

1. These articles of constitution have been set down upon deliberation by the special Assembly, having been approved by an absolute majority of the membership, and ratified by Aermacchi; when a proposal for change has only a simple majority, but not an absolute majority, the proposal is effectively approved upon ratification by Aermacchi, if so requested by the Association's Board of Directors.

Art 5

(Interpretation of the Articles of Constitution)

1. The articles of constitution are to be interpreted according to standard rules of contract interpretation and the specific rules set forth in Article 12 of the Forward to the Civil Code.

Art 6

(Termination of activities of the Association)

1. Termination of the association's activities may be requested by the association's Board of Governors and approved by Aermacchi upon verification of the association's repeated inability to function and/or achieve its stated objectives.
2. The Chief Executive Officer of Aermacchi may terminate the activities of the Association in the event of compromising behaviour on the part of the Association or its members, either directly or indirectly, with regard to the Company, or otherwise be adverse to Company policy or jeopardise its marketing activities in any way.

SECTION II

OBJECTIVES OF THE ORGANIZATION

Art 7

(Objectives)

1. The Association seeks to bring together the pilots trained on and qualified to fly Macchi/Aermacchi aircraft in order to:
   • keep alive the history, spirit and traditions of Macchi/Aermacchi/Alenia Aermacchi through encouragement and strengthening the bonds of friendship among those who flew on Macchi/Aermacchi/Alenia Aermacchi aircraft;
   • facilitate the exchange of professional experience;
   • conduct activities of aeronautical interest and, particularly, studies involving the technical-scientific, operational, doctrinal and history sectors related to trainer aircraft;
   • contribute to both a national and international forward-looking vision of the aeronautical culture among our members and its spread throughout public opinion;
   • contribute to maintaining essential ties to the Armed Forces which use or have used Macchi/Aermacchi/Alenia Aermacchi aircraft in the past;
   • Promote and organize social and cultural activities among our membership.
2. The Association is non-political, not associated with any political party, a non-profit organization and has no restrictions on its membership regarding nationality, religion or gender.

Art 8

(Principal Activities)

1. In order to achieve the objectives stated above, the Association will take the following action:

• dissemination of publications of an aeronautical nature, such as magazines, books, drawings, photographs, etc., to also include the use of modern communications technology in order to facilitate the exchange of ideas and knowledge about the various facets of flight training;
• organization of aeronautical displays, seminars, conferences, specific studies, refresher courses, and tourism as opportunities for socialization and cultural development;
• Participation in aircraft demonstrations and aeronautical displays, visits to sector museums, military and civil airports, flying fields, aeronautical industries, etc.;
• Taking part in activities considered essential to the objectives of the Association, to include collaboration with public agencies, institutions, other associations, Aero Clubs, universities, high schools et al;
• Participation in marginally related activities which are of a marginally commercial and productive nature and strictly limited to the association's social objectives.

SECTION III

The Membership

Art 9

(Categories)

1. Members may be: founders, regular, honorary, special.
2. Founding Members
   Founding members are those who have signed the Association's constituting document in the presence of a Notary and who, before all present, are indicated as such.
3. Full Members
   Full Members are all those pilots, of any nationality, who have been trained on and qualified to fly Macchi/Aermacchi aircraft, share the objectives of the association, are one with the association's spirit of solidarity and accept these Articles of Constitution and its rules and regulations and intend to collaborate in reaching its stated objectives.
   The rights and privileges of the Association are extended to the regular members, in addition to the founding members and, in any event, to the Chief Executive Officer of the Alenia Aermacchi Company.
4. Honorary Members
   Membership as an Honorary Member may be extended to those individuals of exceptional prestige who demonstrate, or have demonstrated, interest in the aeronautical world and, especially, in the activities and the history of the Company.
5. Special Members
   Membership as a "Special Member" is granted to those persons or firms who contribute significant effort or donations, including funds, towards the enrichment, support and development of the Association.

Art 10

(Admission)

1. Request for admission must be presented to the President of the Association, complete with curriculum vitae and, for regular members, also a notarized copy of the document attesting to qualification as a pilot on a Macchi/Aermacchi/Alenian Aermacchi aircraft.
2. The Board of Directors reserves the right to accept or reject requests for admission, justifying any eventual rejections. No justification for rejection of admission may be based on nationality, gender or religion.
3. The applicant for admission will be in possession of all rights and privileges of the association upon issuance of his or her membership card.
4. Membership is valid for a period of five years.

Art 11

(Rights and Privileges)

1. Members have the right to participate in each and every effort and activity promoted by the association, in accordance with the rules and regulations approved by the Assembly.
2. Only regular members, or those considered as such, have the right to vote on questions regarding the Association. They are entitled to elect, or be elected, members of the association's various social committees.

(Art 12)

(Obligations)

1. Members are obligated to perform their association activities on a personal basis, spontaneously and without compensation.
2. Personal behaviour with other members and those outside the association must be animated by a spirit of solidarity and reflect proper relationships, good faith, honesty and impeccable morality.

Art 13

(Admonition, Warning, and Exclusion)

1. Qualification as a Member terminates upon death, resignation, expulsion for non-observance of the association's articles of constitution or deliberation on the part of the social committees because of moral and material damages to the Association or the Alenia Aermacchi Company, to the Company's clients or potential clients and, in any event, in any other situation in which the member acts in obvious contrast to the interests and aims of the Association and the Company itself.
2. The Board of Directors, having ascertained an unacceptable situation considered damaging to the Association or the Alenia Aermacchi Company, will take action to motivate and apply the following sanctions:
   
   • admonition;
   • warning,
   • suspension;
   • expulsion from the Association.
3. In the event of suspension or expulsion, the member has the right to appeal to the President within 30 days, and the appeal will be decided upon definitely by the members at the next regularly scheduled meeting.
4. A regular member who is suspended loses the right to vote for the period of suspension.

SECTION IV

ORGANIZATIONAL ELEMENTS

Art 14

(Titles of Organizational Elements)

1. The following are organizational elements of the Association:
   
   • General Assemblies of the membership;
   • Board of Directors
   • President
   • Treasurer
   • Secretary
2. The Association is constituted, from its outset, by a single group of members located in Italy. If called for, additional Association groups may be constituted abroad. Organization and functions of foreign Association groups will be determined by the Board of Directors.
3. In order to accomplish its objectives, the Association will avail itself of two additional organizational elements:
   
   • the Centre for Studies and Publicity;
   • the Aermacchi Pilot Club Store

Chapter I

The Assembly

Art 15

(Composition)

1. The Assembly of members is made up of all members and is presided over by the President or Vice President of the Association or, in the absence of both, by the individual member designated by the Assembly itself. 
2. The Assembly may be either ordinary or special.

Art 16

(Convocation)

1. The Assembly is convened, for regular business, at least once a year for approval of the Economic and Financial Statement for the previous year, the Proposed Annual Budget, proposed disposition of surplus association funds and to discuss coverage of insufficient project funding and any other financial activities of the Association.
2. Place, date and order of business for the regular or special Assembly are decided upon by the President, with approval of the Board of Directors.
3. Convening of the regular or special Assembly will be in writing (letter/email/announcement in the Aermacchi World Magazine) at least seven days prior to the Meeting, and will include location, date and time of both the initial and second scheduling, in addition to the order of business.

Art 17

(Validity of the Assembly)

1. The regular Assembly is considered properly convened, in the first scheduling, with the presence of half, plus one, of the membership. For the second scheduling, the Assembly is considered properly convened at the second scheduling with any number of members present.
2. The special Assembly is considered valid upon first scheduling when there are at least two thirds of the members present. The Assembly is considered properly convened in the second scheduling with the presence of any number of members.

Art 18

(Voting)

1. All members may participate in voting at the Assembly, either regular or special and duly constituted.
2. The Assembly may decide issues upon reaching a simple majority of the regular members present and having the right to vote, unless the Articles of Constitution call for a different majority.
3. In the event that a decision must be made to deactivate the Association, the Board of Directors will convene a special Assembly, and it will be necessary, both in the first and second scheduling, for a favourable determination by an absolute majority of the regular members present.
4. Decisions relative to the deactivation of the Association or to modifications of its articles are subject to approval by the Alenia Aermacchi Company, respecting of the right of opposing members to resign.
5. Each regular member is authorized to present up to two delegations of authority for voting.

Art 19

(Discussions – Meeting Minutes)

1. The regular Assembly decides upon any proposal presented for its consideration and, especially, for decisions regarding:
   
   • the nomination (or substitution) of the President and the members of the Board of Directors;
   • the approval of proposed and past financial statements and the President's annual reports;
   • the approval of programmed activities;
   • creating, modifying and revoking internal directives;
   • consideration of appeals presented by expelled members.
2. Decisions made by the Assembly are not subject to appeal.
3. A special Assembly of the members may be convened to decide upon any subject of interest to the Association which is particularly urgent or important, upon request by the President, with approval of the Board of Directors. Changes to the Articles of Constitution must be approved by a special Assembly having prior authorization from, or ratified by, the Alenia Aermacchi Company.

Chapter II – THE BOARD OF DIRECTORS

Art 20

(Composition)

1. The Board of Directors is made up of five members of whom two are non-elected, selected and appointed by the Alenia Aermacchi Company. The first Board will be designated at the formalization site of the Articles of Constitution, where the President will also be designated.
2. Convening for the first time, the Board of Directors will designate the Vice President, the Treasurer and the Secretary.
3. The Board of Directors will meet several times a year and will be convened upon the initiative of the President or request by at least two members of the Board itself or at least 15% of the Association's membership and justified in writing.
4. The Board of Directors is considered formally convened when at least three of its members are present and decisions are made by the favourable vote of a simple majority of those members present. Members may participate by telephone or TV conference. The members of the Board of Directors will perform their duties without monetary compensation, serve a 3-year term of office, and may be re-elected.
5. Should a member of the Board resign or otherwise no longer be available, his position will be filled by nomination of the Assembly and the substitute will remain in that position until the Board of Directors' is expired.
6. The Director of the Centre for Studies, the Manager of the Aermacchi Pilot Club Store, and the Director of the Aermacchi World Magazine will participate at the Board of Directors' meetings, without the right to vote.

Art 21

(Chairman of the Board of Directors)

1. The Chairman of the Board of Directors is the President of the Association.

Art 22

(Functions)

1. The Board of Directors has complete authority over all regular and special Association administration, with the exception of those general activities reserved to the Assembly itself by the Articles of Constitution. Routine administration includes:
   
   • prepare directives for submission to the Assembly;
   • declare valid and executive the decisions of the Assembly;
   • formalize the directives for management of the Association;
   • prepare the budget based on future budget forecasts;
   • prepare an annual calendar of Association events and activities;
   • prepare a Balance Sheet that must contain all individual, detailed expenses and income, designated by distinct institutional activity, relative to the preceding year;
   • prepare a financial report regarding association activities accomplished or in progress and those planned for the following year;
   • determine reimbursement to the members for actual expenses incurred for the benefit of the Association;
   • evaluate requests and decide on admission of new members;
   • determine annual association membership dues;
   • evaluate and determine disciplinary action with regard to members;
   • administer to the care and maintenance of Association furnishings and real estate property, either fully-owned or on loan.
   • Decide on any and all items of relevant interest to the Association.

Chapter III

The President and Vice President

Art 23

(Election)

1. The President is elected by a simple majority of the Assembly members having the right to vote and subsequent ratification by the Alenia Aermacchi Company.

Art 24

(Term of Office)

1. The term of office of the President will be for three years, and office holder may be re-elected.

Art 25

(Functions)

1. The President is the legally authorized representative of the Association and will represent the Association in all legal matters.
2. The President:
   
   • convenes and presides over the Board of Directors;
   • countersigns all financial documents created by the Association;
   • initiates Assembly deliberations and prepares the relative necessary legal documentation;
   • opens and closes Association checking and postal banking accounts;
   • authorizes special outlays of Association funds;
   • assigns specific legal authority for administration of various association activities, upon approval by the Board of Directors.

Art 26

(The Vice President)

1. The Vice President collaborates with the President and acts as the President's substitute in case of absence or other indisposition.

Chapter IV

The Treasurer

Art 27

(Functions)

1. The Treasurer administers to the financial assets and affairs of the Association, provides for receiving and disbursing general funds and performs whatever functions the Board of Directors decide to delegate to the position.

Chapter V

The Secretary

Art 28

(Functions)

1. The Secretary is responsible for storing Association documentation, maintaining documentation currency and absolving whatever responsibilities the Board of Directors delegate to the position.

Chapter VI
The Centre for Studies and Publicity

Art 29

(Responsibilities and Organization)

1. The Centre for Studies and Publicity is tasked with ensuring the successful completion of cultural and promotional projects organized for the purposes set forth in these Articles of Constitution.
2. The organization of the Centre for Studies and Publicity is determined by the Board of Directors, in which the Director of the Centre participates without voting rights.
3. The Director of the Centre for Studies and Publicity is nominated by the Board of Directors and approved by Aermacchi.

Chapter VII

The "Aermacchi Pilot Club Store"

Art 30

(Responsibilities and Organization)

1. The "Aermacchi Pilot Club Store" is responsible for management of all commercial and related activities, of benefit to the Association members, which are specifically directed to the aims of the Association.
2. Organization of the "Aermacchi Pilot Club Store" is determined by the Board of Directors, in which the Director of the Store participates without voting rights.
3. The Director of the "Aermacchi Pilot Club Store" is nominated by the Board of Directors and approved by the Aermacchi Company.
4. The commercial and related productive activities of the "Aermacchi Pilot Club Store" may be entrusted to external organizations/firms, with approval by the Board of Directors.

SECTION V

ECONOMIC RESOURCES

Art 31

(Identification of Resources)

1. The organization's economic resources are made up of:
   
   • monetary funds, real estate and furnishings;
   • donations and willed inheritances;
   • related commercial and productive activities on the part of the "Aermacchi Pilot Club Store;"
   • contributions from the State, organizations or public and private institutions;
   • reimbursements;

Art 32

(Grants, Donations and Inheritances)

1. Freely given monetary grants and donations of real estate and furnishings, to also include documents, drawings, models and other items of historical value, are accepted by the Board of Directors after consideration of their utility with respect to the aims of the Association Articles and approval by the Alenia Aermacchi Company.
2. Willed inheritances are accepted, upon review by the Board of Directors, when determined to be useful in terms of Association aims as set forth in the Articles of Constitution.

Art 33

(Reimbursements)

1. Reimbursements to the Association relative to expenses incurred pertaining to agreements or contracts are accepted by the Board of Directors.
2. The Board of Directors decides on the use of reimbursed funds, which must be in consonance with the aims of the Association Articles of Constitution.

Art 34

(Funds derived from association-related activities)

1. Funds derived from association-related commercial or productive activities are to be specifically identified in the Association's Financial Balance Sheet.
2. The Board of Directors decides on the use of such funds which, in any event, is to be in consonance with the aims of the Association Articles of Constitution.

Art 35

(Transfer of Association Wealth)

1. In the event of deactivation or termination of the Association, all wealth remaining after legal liquidation will be transferred to another Association having similar aims or to an enterprise of public usefulness, assuming that there are no legal impediments.

SECTION VI

FINANCIAL STATEMENT

Art 36

(Consolidated Financial Statement and Budget)

1. The Consolidated Financial Statement will contain all income and expenses relative to a period of one year.
2. The Budget expresses forecasted expenses and income for administration of the following year.

Art 37

(Preparation and Content of the Financial Statement)

1. The Consolidated Financial Statement is prepared by the Board of Directors. It reflects the individual items of expense and income relative to the period of one year.
2. The Budget for management of the following year is prepared by the Board of Directors. It reflects, individually, the single items forecast as expenses and income relative to administration for the following year.

Art 38

(Approval of the Financial Statement)

1. The Consolidated Financial Statement is approved by a clear and simple majority of the Assembly members present, within four months of termination of the reporting period.
2. The Consolidated Financial Statement will be submitted to the Association at least 15 days prior to the Meeting and may be examined by any and all members.
3. The Budget is approved by the Assembly during the same meeting, by an open simple majority of members present.
4. The Budget is submitted to the association at least 15 days prior to the Meeting, and it may be examined by each and every member.

SECTION VII

CONCLUSION

(Final Instructions)

1. For all matters not foreseen by these Articles of Constitution, reference should be made to existing laws (and Regulations) and to the general principles of legal procedures.

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