Bylaws of the Recreational, Cultural and Vocational Training Association "IL TEATRO DELA MODA SCUOLA DI SARTORIA ITALIANA ETS"

Art. 1) Name, seat and duration. The Third Sector Entity named:
"IL TEATRO DELA MODA SCUOLA DI SARTORIA ITALIANA ETS" Recreational, Cultural and Vocational Training Association, henceforth the Association.

The Association is governed in accordance with Article 18 of the Constitution and Title I Ch. III, Art. 36 et seq. of the Civil Code.

The Association has its registered office in the municipality of Milan (MI). he transfer of the registered office within the same municipality does not entail a change in the bylaws and will be carried out by resolution passed by majority vote of the Board of Directors.

he Board of Directors may establish and suppress branch offices, local units, agencies and representations, including abroad.

The duration of the Association is unlimited.

Art. 2) Bylaws
The Association is governed by these bylaws, and acts in accordance with Legislative Decree No. 117, July 3, 2017, as amended, its implementing regulations, regional laws, and the general principles of the legal system.
The assembly may decide on any regulations for the execution of the bylaws, upon the proposal of the Board of Directors, to regulate more particular organizational aspects. 

Art. 3) Effectiveness of the bylaws
The bylaws bind the members of the Association to its observance; they constitute the fundamental rule of conduct for the Association's activities.

Art. 4) Interpretation of the statute

The statute is evaluated according to the rules of contracts and in accordance with the criteria of Article 12 of the Preclusions to the Civil Code.

Art. 5) Purpose

The Association, apolitical and nondenominational, is non-profit, neither direct nor indirect, and pursues only cultural purposes.

The Association operates with the aim of spreading the artistic culture related to the world of tailoring and fashion design.

The Association promotes its activities in order to professionally train individuals from the community and to enable their subsequent employment within the tailoring, fashion design and haute couture industries.

Art. 6) Activities of general interest

The Association, for the realization of the purposes referred to in the preceding article, exclusively or principally carries out the activities of general interest referred to in Article 5, c. 1, letter d) of the Third Sector Code.

The Association for the furtherance of its purposes may:

- Organize professional training courses in fashion design.

- Organize training courses for li drawing and designing high fashion collections. 

- Organize tailoring training courses, both at the basic and professional level.

- Organize training courses for pattern and costume designers.

- To organize training courses of any kind with the only constraint that they be carried out within the scope of statutory purposes.

- To study, promote and develop new methodologies to improve the organization and al practice of tailoring.

- Organize sartorial art initiatives directly or collaborate with others to carry them out.

- Promote educational activities for initiating, updating and perfecting them in tailoring activities.

- To cooperate with Local Authorities, cultural associations, cooperatives, and societies in general with similar purposes, whether in the country or elsewhere.

The Association also may carry out activities such as the organization of cultural, artistic or recreational events, activities for the promotion and dissemination of the culture and practice of tailoring, including, by way of example, training meetings and to the preparation of informational and advertising materials, including online, however directly related to the pursuit of the association's purposes.

The activities instrumental to the pursuit of the institutional purposes referred to in the preceding paragraphs shall be carried out for the exclusive benefit of the persons indicated in the preceding article, making use mainly of the voluntary activities of its members, of persons belonging to the associated bodies and also of the cooperation, including remunerated cooperation, of those who are professionally qualified and in charge of carrying out the training referred to in Section 6.2 for which the Association is working.

In order to achieve the social purpose, the Association may also purchase, lease and dispose of movable and immovable property, register and use trademarks and patents, promote its activity in its various forms, promote travel and cultural exchanges, including with foreign countries, and more generally carry out any and all activities that are deemed useful or necessary for the achievement of its statutory purposes.

Art. 7) Miscellaneous activities.

The Association may engage in activities other than the main activities of general interest identified in Article 6 (six) of these Bylaws provided that such activities are merely secondary and instrumental to the main ones and in any case are consistent with the institutional purposes and suitable for the pursuit of them.

Art. 8) Territorial jurisdiction and affiliations.

The Association will be able to carry out its activities both throughout the country and

extranational.

In order to achieve its statutory purposes, the Association may collaborate, join, affiliate or form consortia with any public or private, local, national or international body, as well as collaborate with bodies, movements or associations with which it deems it useful to have links; it may also favor the birth and development of bodies and groups, including foreign ones, which, even for individual sectors, have aims similar to its own, encouraging their activity, collaborating with them through appropriate links and also favoring their affiliation with the Association.

Art. 9) Economic resources.

The association's economic resources consist of:

- Ordinary annual membership fee.

- Special one-time membership fee.

- Dues and fees for participation in training courses or any other organized events.

- Inheritances, donations and bequests.

- Grants from the state, regions, local authorities, public bodies or institutions, including those aimed at supporting specific and documented programs carried out within the scope of the statutory purposes.

- Contributions from the European Union and international bodies.

- Liberal donations from members and third parties.

- Income from promotional initiatives aimed at its own funding.

- Marginal activities of a commercial and productive nature.

- Other income compatible with the social purposes of the association, including income of a commercial nature.

Membership contributions consist of the ordinary annual membership fee and the one-time special membership fee established by the Board of Directors, and any extraordinary contributions established by the assembly, which determines the amount. The ordinary membership fee is valid until the end of the fiscal year, and is in no way refundable. Within li month of June of each calendar year, the Board of Directors shall resolve the amount of the membership fee for all payments to be made for the following fiscal year. In the absence of the resolution, the outstanding membership fee for the previous fiscal year shall remain in effect for another year.

Monetary donations, gifts and bequests are accepted by the Assembly, which decides on their use in harmony with statutory purposes of the Association.

The common fund, consisting of- but not limited to- operating surpluses, reserve funds, and all assets acquired for any reason by the Association, is never distributable among members during the life of the association or upon its dissolution. It is prohibited to distribute, even indirectly, profits or surpluses, as well as funds, reserves or

capital unless the destination or distribution is required by law.

In any case, any operating surplus will be compulsorily reinvested in favor of statutory activities.

Art. 10) Admission of members.

Eligible for membership in the Association are all those who share its

purposes.

Associates are all those who, upon application to at least one member of the Board of Directors, are admitted to membership. Admission shall be decided at the judgment of the Board of Directors, the rejection of the application must be communicated and motivated; the person who proposed the application may, within sixty days of the communication of the resolution of rejection, request that the Assembly of members decide on the application, which shall deliberate, if not specially convened, at its next convocation. The mere submission of the application for admission signifies, on the part of the applicant, unconditional approval and acceptance of these Bylaws, the Rules of Procedure as well as the purposes of the association.

The Association is composed of the following membership categories: 

- Founding Members.

- Supporting Members 

- Ordinary Members.

Founding Members are all those who have participated in the signing of the articles of incorporation and are not required to pay the annual membership fee; founding members can only be individuals of legal age.

Supporting Members are all those who pay both the ordinary annual membership fee and the one-time extraordinary membership fee and are eligible to be elected as members of the Board of Directors; Supporting Members can only be individuals of legal age.

Ordinary Members are all those who, having applied in the above ways and having paid only the ordinary membership fee, are admitted to the Assembly. | Ordinary Members may be both natural persons, including minors of age, as well as legal persons and public or private entities, in the person of their legal representative or a specially appointed attorney.

Art. 11) Rights and obligations of members.

Each associate has a duty to:

- Comply with these bylaws, any rules of procedure, and as resolved by the

corporate bodies;

- Pay to the annual membership fee in the prescribed manner and time decided by the Board of Directors and any contributions aimed at the participation of association activities.

Each member has the right to:

- participate in the assemblies and to cast their votes for everything that the rules of the Civil Code and the Bylaws make part of the prerogatives of the Assembly of Members.

For members under age li right to vote may be exercised by one of their parents or guardianship.

- To participate in activities organized or promoted by the Association; 

- To withdraw from the Association at any time.

Art. 12) Loss of associate status.

aL membership is lost upon the occurrence of at least one of the following causes: - Withdrawal.

- Moroseness.

- Death.

- Radiation.

- Dissolution and extinction of the Association.

Withdrawal by the Member must be communicated in writing to the Board of Directors.

Delinquency automatically entails the loss of membership thirty days after the expiration of the twelve months of validity of the last membership fee paid; li delinquent person may be readmitted to the Association by the Board of Directors by its own unquestionable and unappealable resolution. The expulsion of a Member shall take place in cases in which the Member has committed actions considered dishonorable inside and outside the Association or that by his conduct has constituted an obstacle to the smooth running of the Association: li expelled Member may not be readmitted. 

Given the absence of the Association's profit-making purpose, under no circumstances can Members who for any reason have lost their membership status demand the liquidation of their share of the Association's assets, nor the return of the membership fees paid.

Art. 13) Organs of the Association.

The organs of the Association are: 

- The Members' Meeting.

- The President.

- The Board of Directors.

- The controlling body.

- Auditor.

All bodies have a term of 3 (three) fiscal years and their members may be re-elected. All social offices are honorary and free of charge, except for the reimbursement of expenses advanced by the persons concerned on behalf of the Association in the performance of their mandate and those incurred in the performance of the office. For justified reasons, however, li Board of Directors may establish periodic or one-time fees for certain bodies or for some of its members.

Art. 14) Membership Assembly.

The General Meeting of Members is the sovereign body of the Association and is composed of all members for whom such qualification exists at the time of convocation.

All Founding Members, Supporting Members and Regular Members in good standing with the payment of the annual membership fee are entitled to attend the Assembly.

Each member is entitled to cast one vote. Voting by proxy is not allowed.

A duly constituted General Meeting represents all Members, and its resolutions passed in accordance with the law and these Bylaws are binding on all Members even if absent or dissenting, and cannot be changed except by resolution of a subsequent General Meeting.

 Meetings may also be convened outside the registered office, as long as it is within the territory of Italy.

The Ordinary Shareholders' Meeting shall be convened at least once a year within four months after the end of the fiscal year and, when special needs require, within a longer period, but not exceeding six months.

The Ordinary Assembly is validly constituted in first call with the presence of at least half of the Members plus one entitled to vote. Should the first convocation be deserted, at the second convocation the Ordinary Meeting shall be considered validly constituted whatever the number of Members present.

The Ordinary Assembly is responsible for the following functions:

Approve li annual budget prepared by the Board of Directors.

Elect by a simple majority of votes, at the expiration of the term of office, the Board of Directors, chosen from the roster of Supporting members.

Approve any Internal Regulations prepared by the Board of Directors.

Examine any violations, by Members, of the Bylaws or Rules of Procedure and, if necessary, apply disciplinary measures to be determined by the Rules of Procedure.

Deliberate on proposals and miscellaneous items specified in the Agenda.

The Extraordinary Assembly is convened when the Board of Directors deems it necessary and is validly constituted in first call with the presence of at least four-fifths of the members entitled to vote; if the first call is deserted, or the minimum quorum is not reached, in second call the Extraordinary Assembly is validly constituted with the presence of at least three-fourths of the members entitled to vote; in third and last call the Extraordinary Assembly is validly constituted with the presence of at least 60 percent of the members entitled to vote.

The Extraordinary Meeting is responsible for the following functions:

Deliberate on amendments to the Articles of Incorporation, Memorandum of Association and, if any, Rules of Procedure;

Examine any violations, by Members or any of the members of the Board of Directors, of the Bylaws or Rules of Procedure and, if necessary, apply disciplinary measures to be determined by the Rules of Procedure:

To resolve the dissolution, transformation, merger, demerger, and subsequent devolution of the Association's assets.

Notice of the Meeting shall be given by the Board of Directors by posting special notice on the premises of the registered office at least 12 (twelve) days before the date

established, reducible to 6 (six) days in case of urgency.

Notwithstanding the provisions of Article 20 of the Civil Code, the Assembly must also be convened

when the need arises or when a reasoned request is made by at least one-tenth of the members.

The notice must include the agenda, place, time, and date, both of the first and second convocation, and must be signed, on behalf of the Board of Directors, by the President.

The meeting is presided over by the chairman; in his absence, the meeting appoints its own

President whose responsibility it is to ascertain li right of each individual present to speak

to the Assembly.

The Chairman of the Meeting shall appoint from time to time a Secretary, who may or may not be a Member, to take the minutes of the Meeting and, if necessary, two Scrutineers.

Each Member has one vote; voting may be by show of hands or by secret ballot when a majority of those voting request it.

The Chairman of the Assembly validates the votes and, if necessary, undertakes to ensure their secrecy.

Notwithstanding the provisions of Article 21 of the Civil Code, resolutions of the Ordinary Meeting are valid if taken by a majority vote of those present, while resolutions of the Extraordinary Meeting are valid with the affirmative vote of at least three-fourths of those present.

Minutes of the meetings of the Assembly are taken and signed by the Chairman of the Assembly, the Secretary and, if necessary, the Scrutineers.

Art. 15) Board of Directors.

he Board of Directors is the executive body of the will expressed by the Assembly, provides for the technical, administrative and organizational functioning of the Association, is vested with the broadest powers for the direction and ordinary and extraordinary administration, and has the power to perform all acts it deems appropriate for the smooth running of the Association.

he Board of Directors consists of a minimum of 3 (three) members to a maximum of 7 (seven) members, including li President, who serve for 3 (three) years and are eligible for re-election.

In accordance with Article 26, Paragraph 2, Legislative Decree 117/2017, supporting members have the right to elect one member to the Board of Directors, while the other members of the Board of Directors are duly elected by the Members' Meeting from among all Members entitled to vote.

The Members with the highest number of votes shall be elected; in case of a tie, the one with the longest membership in the Association shall take precedence.

The causes of ineligibility and disqualification provided for in Article 2382 of the Civil Code, as well as the requirements of honorability, professionalism and independence, apply to the members of the Board of Directors.

If a member of the Board of Directors ceases to hold office or leaves office early for any reason, the Chairman of the Board of Directors or, in the event of his or her impediment or vacancy, the Vice-Chairman or, alternatively, the eldest member of the Board of Directors, shall convene a meeting within 15 days, to be held within the next 15 days, taking care of ordinary administration in the meantime.

In the event that, for any cause, all members of the Board of Directors cease to serve at the same time, the provisions of Article 20 paragraph two of the Civil Code shall apply.

he Board of Directors, once elected, in turn elects from among its members: the President, I Vice-President and the Treasurer.

The Board of Directors is responsible for the following functions:

To perform all acts of ordinary and extraordinary administration in accordance with the law and the Articles of Association, without prejudice to the powers of the other organs of the Association.

Define the annual program of the Association's activities.

Establish the ordinary annual membership fee and its method of payment.

Establish the one-time special membership fee and its method of payment.

Calling of ordinary and extraordinary meetings.

Prepare the budget/financial statement document.

Review and deliberate on applications for admission of aspiring associates.

Publish and disseminate miscellaneous information about the Association's activities.

Decide on all matters affecting the Association and the Members.

The Board of Directors must be convened at least once a year and also whenever the President deems it appropriate or when requested by the majority

Of its components.

Meetings of the Board of Directors are chaired by the President, and in his absence by the Vice-President, and are valid when at least half of its members are present.

The Council shall act by a majority vote of those present. nI case of a tie, the vote of the President shall prevail.

A Secretary, who may or may not be a member of the Board of Directors but still be a Member, may be appointed for each meeting to take the minutes of the meeting.

Art. 16) President.

he President of the Association, who is also Chairman of the Board of Directors in accordance with these Bylaws, has the legal representation of the Association vis-à-vis third parties and in court, both nationally and internationally.

The President is elected by the Board of Directors, remains in office until the expiration of the term of office of the Board of Directors itself or until any revocation of the term of office, decided, for serious reasons, by the Board of Directors or the Members' Meeting.

T he president is eligible for re-election without limitation.

The president is responsible for the following functions:

Has the signature and legal representation of the Association in dealings with third parties and in court. Implement the resolutions of the Board of Directors.

Open and close bank/postal accounts and is authorized to execute collections and acceptance of donations of any kind for any reason including from Public Administrations, Entities and private individuals, issuing receipts.

Has al authority to appoint attorneys and solicitors in litigation concerning the Association before any judicial and administrative authority.

Convene and preside over meetings of the Assembly and the Board of Directors.

Underwrite all administrative acts performed by the Association.

The President must inform the Board of Directors of the activities implemented in the name and on behalf of

Of the Association.

he President may also act urgently on matters within the competence of the Council, but such resolutions must be submitted for ratification by the Council itself, at its first subsequent meeting, which must, among other things, verify whether in the cases submitted to it there were such extremes of urgency as to legitimize the action.

in case of the temporary absence or impediment of the President, the relevant functions shall be performed by the Vice-President. Before the members, third parties and all Public Offices, the signature of the Vice-President shall be full evidence of the absence due to impediment of the President.

In the event of the resignation or permanent inability of the President, li Vice-President assumes the task of ordinary administration and provides for the convening of the Board of Directors within thirty days of the event; li Board of Directors appoints a successor from among its members.

Art. 17) Vice President.

T he President elects from among the members of the Board of Directors li Vice-President.

he Vice-President remains in office until the expiration of the term of office of the Board of Directors itself, or until the term is revoked by the Board of Directors at any time, even without a justified reason.

he Vice-President is eligible for re-election without limitation and replaces li President in case of his absence or temporary inability and in those duties for which he is expressly delegated.

he Vice-President must inform the Board of Directors of activities carried out on behalf of the Association.

Art. 18) Treasurer.

tThe Board of Directors appoints from among its members a Treasurer. tThe Treasurer shall hold office until the expiration of the term of office of the Board of Directors itself or until the term of office is revoked, which may be done at any time by the Board of Directors or the General Meeting of Members.

I| Treasurer is eligible for re-election without limitation and has charge of the Association's assets and shall administer them according to the directives of the Board of Directors.

The Treasurer must inform the Board of Directors of activities implemented in the name and on behalf of the Association.

If the Treasurer resigns or is permanently incapacitated, li President assumes charge of the ordinary administration of the assets and provides for the convening of the Board of Directors within thirty days of the event; li Board of Directors appoints a successor from among its members.

Art. 19) Secretary.

The Secretary is appointed from time to time by the Board of Directors from among persons who are not members of the Board or from among the members present at meetings.

The Secretary signs el meetings of the Assembly and the Board of Directors. 

Art. 20) Control body

The supervisory body, including single-member, is appointed in the cases and in the manner provided for in Article 30 of Legislative Decree 117/2017.

The controlling body:

Oversees compliance with the law, the bylaws, and adherence to the principles of proper administration;

supervises the adequacy of the organizational, administrative and accounting structure and its actual operation;

Exercises duties to monitor compliance with civic, solidarity and social benefit purposes;

Certifies that the social report has been prepared in accordance with the guidelines set forth in Art.

14. he social report acknowledges the outcomes of the monitoring conducted.

It may exercise, upon exceeding the limits set by Legislative Decree 117/17 in Article 31, the statutory audit. In this case it consists of statutory auditors registered in the appropriate register.

he member of the supervisory board may ni any time carry out acts of inspection and control and, to this end, may request information from the directors on the performance

Of social operations or on certain affairs.

Art. 21) Statutory Audit Board

It is appointed in the cases and manner provided for in Article 31 of Legislative Decree 117/2017 and consists of an auditor registered in the relevant register.

Art. 22) Financial years and budget.

Fiscal years begin on September 1 and end on August 31 each year.

At the end of each fiscal year, the Board of Directors shall proceed to the preparation of the budget to be approved by the General Assembly within a maximum of 180 (one hundred and eighty) days after the end of the fiscal year.

Art. 23) Dissolution.

In the event that the Extraordinary General Meeting resolves to dissolve the Association, li

Executive Board, or the liquidator, if any, appointed by the same Assembly,

will realize li social assets and devolve ol the same as stipulated in the next paragraph.

In the event of dissolution the residual social assets shall be destined for purposes of general utility. It will then be devolved, on the recommendation of the Board of Directors or of the liquidator who may be appointed by the Assembly, to a foundation, association or other nonprofit organization that pursues, in Italy, purposes similar to those of the Association.