BY-LAWS OF THE ASSOCIATION “REGISTRO LAMBORGHINI”
Article 1) Non-registered entity, Incorporation and Headquarters of the Association
The Association called REGISTRO LAMBORGHINI (hereinafter referred to as the “Association”) is incorporated as a non-profit and not-registered association. The purpose of the Association is to bring together collectors and experts of cars or collectors and experts of cars bearing the Lamborghini trademark as well as any other person who, even though not owning a recent or a vintage Lamborghini vehicle, wishes to join to the Association as supporter.
The headquarters of the Association are at Via Modena no. 12, in Sant’Agata Bolognese (BO). The Association shall be regulated by these by-laws and by the relevant law in force.
Article 2) Purpose of the Association
The purpose of the Association is to bring together the owners of Lamborghini vehicles who own any of the models among those indicated in Annex A hereto, in order to enhance the historic and cultural value of said vehicles through the creation of a historic register.
Furthermore, the purpose of the Association is to enhance the value of Lamborghini vehicles no longer manufactured which, even though not listed in Annex A, are nonetheless considered of particular historic interest, so to justify their registration in the historic register of the Association; said historic interest shall be assessed on the basis of both the documentation proving the historic character of the vehicle and the positive assessment of the Technical Commission, according to Article 11 hereto.
Article 3) Members of the Association – Conditions for Admission
The members of the Association may be persons or legal entities (Companies or other Entities) both Italian or foreign.
The admission of new members is approved by a resolution of the Board of Counsellors upon written application of the interested party; the application shall be sent to the Association by registered letter return receipt requested or by hand-delivered registered letter – signed by the recipient to acknowledge receipt or otherwise, as the Association may indicate.
All members of the Association shall fall within one of the following definitions:
- Active members: shall mean the owners of Lamborghini vehicles who have been admitted to the Association pursuant to Article 2) hereto.
- Contributing members: shall mean experts or supporters of the Lamborghini trademark and owners of Lamborghini vehicles who have been admitted to the Association even though they did not meet the requirements indicated in article 2) hereto.
- Honorary Members: shall mean members designated by the Board of Counsellors or proposed by resolution of the member from amongst those whom the Association deems worthy and who have shown fondness for the Lamborghini trademark.
Article 4) Withdrawal and exclusion of the Members.
Members may withdraw from the Association by a resignation letter, sent by registered mail return receipt requested addressed to the Board of Counsellors; said letter must be sent at least three months before the end of each corporate year. Withdrawal shall be effective from the subsequent corporate year.
Failure to pay the membership fee by the deadlines provided in the rules established by the Board of Counsellors, as indicated in Annex B hereto, as well as any other material default shall cause the automatic exclusion of the member.
Any member who, for whatever reason, has been excluded from the Association may be re-admitted only after submitting a new application.
Any member may also be excluded on the grounds indicated in the rules set out in Annex B hereto.
Article 5) Structure of the Association
The Association includes the following bodies:
- Board of the Counsellors;
- Technical Commission;
- Promotion and Reputation Commission:
Article 6) Members’ Meeting
Pursuant to Article 20 of the Italian Civil Code, at least once a year, the Board of Counsellors shall call a Members’ Meeting for the approval of the annual balance sheet. The Board of Counsellors may also call a Members’ Meeting whenever it deems it necessary or upon written request of at least one third of the members (whether active or contributing).
On the first call the meeting shall be deemed validly held if at least one half of the members (whether active or contributing) plus one are present, either in person or through a proxy. On the second call the meeting shall be deemed validly held regardless of the number of the members (whether active or contributing) present or represented by proxy.
Admission to the Members’ Meeting and the right to cast a vote thereat shall be conditional upon the regular payment of the membership fee.
Proxies may be conferred exclusively to other members (active, contributing and/or honorary members) and they shall be in writing. No more than two proxies can be conferred upon any member.
Any resolutions of the Members’ shall be taken by majority of the votes cast by the members present at the meeting; in case of a tie, the President of the Members’ Meeting shall have the casting vote.
Amendments to the articles of incorporation or to the by-laws shall be adopted, on the first call, by absolute majority of the members present at the meeting, provided that at least three-fourths of the total members entitled to vote are present. On the second call, the aforesaid amendments may be adopted by favourable vote of at least the three-fourths of the members entitled to vote who are actually present at the meeting.
Resolutions regarding the termination of the Association or the devolution of the Association’s assets shall be adopted by a majority of at least three-fourths of the members.
Each active or contributing member may cast 1 (one ) vote in the Members’ Meeting.
Honorary members may participate to the meetings but do not have the right to vote.
The meeting is chaired by the President of the Board of Counsellors or, should this latter be absent, by the Vice President of the Board of Counsellors or, should this latter be absent as well, by a Counsellor or in any case by any other person designated by the members present at the Meeting.
The meeting shall be called by means of a notice, served on each member entitled to vote, by registered letter return receipt requested, or by e-mail, at least thirty days before the scheduled date of the meeting. The call notice shall indicate the meeting agenda.
Article 7) Duties of the Members
The Members shall decide on:
- the appointment of the President, the Vice President and the other Counsellors;
- the adoption of the statement of assets and liabilities of the Association;
- the amendments to the by-laws;
The Members, by resolution, shall also establish the general guidelines for the attainment of the Association’s purposes.
Article 8) Board of Counsellors
The Board of Counsellors is composed by 7 (seven) Counsellors. Four Counsellors out of seven shall be chosen amongst the persons expressly picked and listed by Automobili Lamborghini S.p.A. To this end, at least 15 days before the meeting for the appointment of the Board of Counsellors, Automobili Lamborghini S.p.A. shall provide the Members with a list of candidates to the Board. The Board of Counsellors shall promptly inform Automobili Lamborghini S.p.A. of the scheduled meeting, in order to allow this latter to promptly compile said list of candidates.
The Counsellors shall remain in office for a term of four years and may be re-elected.
The Board of Counsellor shall elect its President and its Vice-president from amongst the Counsellors, should the Members fail to do so. The President and the Vice-president shall be the legal representatives of the Association: the first shall represent the Association in the ordinary course of the Association’s activities; the second shall substitute for the first should this latter be impeded.
Article 9) Meetings of the Board of the Counsellors
The President, upon request of the majority of the Counsellors, calls the meetings of the Board of the Counsellors.
Any resolution shall be validly passed by favourable vote of a majority of the Board members present at the meeting, provided that at least half of the Board members are present at the meeting. Each Board member may cast one vote only.
In no event shall proxies be allowed in said meetings.
Article 10) Duties of the Board of Counsellors
The Board of Counsellors shall decide on:
- admission of new members, pursuant to the rules indicated in Annex B;
- exclusion of members, pursuant also to the rules indicated in Annex B;
- determination of the annual membership fee, admission fees as well as of the terms and means of collection of said fees;
The Board of Counsellors is also entrusted with:
- the management and administration of the Association;
- the implementation of possible rules for the attainment of the purpose of the Association, for managing the relationship with the members and for the determination of specific processes or rules not included in these by-laws;
- the appointment of the Technical Commissioners;
- the appointment of the Promotion and Reputation Commissioners;
- the appointment of the Registrar.
Furthermore, The Board of Counsellors appoints the Secretary and the Treasurer of the Association. The Secretary and the Treasurer need not be Counsellors.
Article 11) Technical Commission
The Technical Commission shall be composed of three Commissioners, chosen amongst highly qualified and expert people, who need not be members of the Association. For this reason, two Commissioners out of three shall be chosen from amongst the candidates proposed by Automobili Lamborghini S.p.A. by means of a specific notice. The committee shall examine the vehicles of the members and of any other applicant to the historic register held by the Association, in order to ascertain the state of authenticity, the degree of preservation and repair of the vehicles. Said ascertainment shall be performed both for the registration in the historic register and for the continued inclusion therein, as well as for the participation of the owners in the activities and/or events organised by the Association.
The Commission shall also indicate to the members the possible adjustments to be performed on their vehicles and shall verify the implementation thereof.
Technical Commissioners shall adopt decisions by absolute majority of the votes cast; they shall remain in office for four years and they may be re-elected. Their decisions cannot be challenged.
Article 12) Promotion and Reputation Commission
The Promotion and Reputation Commission shall handle and coordinate the relationships and the contacts with third-party entities, other car associations and the press. Said Commission shall update the Internet site of the Association. It shall also be responsible for protecting the Association’s reputation in exhibitions and events. The Commission shall decide the activities to be carried out for promotion and support purposes; the Commission shall also decide on the use and creation of articles, on the issuance of documents relating to activities and events (memos, prints, brochures, promotional material, gadgets etc…)
Article 13) Registrar
The Registrar shall keep in good order and update the register of Lamborghini vehicles with historic value, as described in article 2 hereof. The Registrar shall also provide historical and technical information and, upon request of the members, the Registrar shall provide them with information on the availability of spare parts, as well as of anything else necessary for the repair, the preservation and the valorisation of Lamborghini vehicles registered in the Register.
The Registrar shall issue, directly or indirectly, certificates of origin and other certificates requested in respect of vehicles registered in the Register. The office of Registrar is compatible with that of Counsellor, Technical Commissioner and Treasurer.
Article 14) Secretary
The Secretary shall assist the Board of Counsellors; he shall perform secretarial activities and he shall coordinate the relationship between the Association and Automobili Lamborghini S.p.A.; he shall liaise with the members and the supporters. The Secretary shall serve as the secretary at Members’ Meetings.
For the purpose of carrying out his duties, the Secretary may be assisted, upon authorisation of the Board of Counsellors, by one or more other people, who need not be members.
The office of Secretary is compatible with that of Counsellor and Promotion and Reputation Commissioner.
Article 15) Treasurer
The Treasurer shall manage the administration and accounting of the Association; the Treasurer shall also keep the accounting books.
The office of Treasurer is compatible with that of Counsellor, Registrar and Secretary.
Article 16) Reference
All aspects not herein regulated shall be governed by the laws on associations and, namely, by the Italian Civil Code provisions.
Sant’Agata Bolognese, April 3, 2003
Annex A: List of Lamborghini vehicle models.
Annex B: Rules of the Association.
The following models of Lamborghini vehicles may be registered in the Lamborghini Register:
The Technical Commission, in its sole discretion, may consider registering any unique prototype officially manufactured, or otherwise acknowledged, by Automobili Lamborghini, as well as other vehicles derived from Lamborghini vehicles. The decision of said Commission as to the registration shall be exclusive and final.
Due to the particular historical value of their vehicles, owners of: Diablo SE, Diablo SVR, Diablo GT and Diablo GTR may apply for registration as well.
Registro Lamborghini” Association’s Rules
Article 1 – Those who meet the requirements set forth in the by-laws may apply for membership of the REGISTRO LAMBORGHINI association (hereinafter referred to as the “Association”), for the purpose of being admitted as members. Said application shall be in writing and filed with the Secretary of the Board of Counsellors; the application shall be sent by registered letter – return receipt requested – or by hand-delivered registered letter – signed by the recipient to acknowledge receipt – or otherwise, as the Association may indicate. The application, after having been examined by the Technical Commission for the resolutions falling within its competence, may be accepted or rejected by said Secretary of the Board of Counsellors.
Article 2 – The admission fee will be due when the applicant becomes a member of the Association, payment thereof shall be effected in the manner determined by the Board of Counsellors from time to time. The admission fee shall be determined and subsequently modified by resolution of the Board of Counsellors. The annual membership fee owed by active members and contributing members shall be determined by the Board of Counsellors, which shall inform the members of the amount of the fee as well as of the deadline for the payment thereof. Failure to pay the annual membership fee by the deadline, as indicated by the Board of Counsellors, shall result in the automatic exclusion of the member from the Association. Those who were excluded from the Association due to a failure to timely effect payments, may be re-admitted by paying the admission fee.
Members shall inform the Secretary in writing of all assignments, however performed, of a Lamborghini vehicle registered into the historical register of the Association; said written notice shall also indicate the name/s of the new owner/s or possessor/s. For this purpose the assignor-member shall ask the assignee to sign a written authorisation to disclose his/her personal information to the Association; said request shall be made upon assignment of the Lamborghini vehicle.
In any event, any assignment (by any means) of a vehicle registered in the historical register shall cause the automatic termination of the assignor’s membership, unless the member owns other Lamborghini vehicles registered in the same register.
Furthermore, failure to notify the name of the assignee within six months from the assignment shall cause, pursuant to article 2 of the by-laws, the immediate cancellation from the historic register of vehicles.
The fees paid are non-refundable.
Article 3 – The Board of Counsellors may appoint technical and administrative consultants; the appointees need not be members.
The Board of Counsellors has the power to determine the compensation of all consultants.
Article 4 – The members shall be promptly informed of expositions, conventions and all other activities of the Association which the Board of Counsellors organizes. In particular, members who wish to take part to said activities and exhibitions shall provide the Association with the funds necessary to cover the expenses the Association would incur. Said funds shall be provided at the time and in the manner indicated.
Article 5 – Members may not without good reason deny permission to the Technical Commission to carry out inspections, in order to assess whether or not the member’s vehicle meets the requirements for registration in the historic register. Permission to carry out the aforesaid inspections may not be withheld for longer than six months. Members who fail to comply with the foregoing provision shall be subject to exclusion from the Association. Members shall promptly carry out the adjustments which the Technical Commission may suggest pursuant to the by-laws.
Upon completion of the works, members shall let the Commission perform the necessary inspections.
Article 6 – Enrolment in the events the Association may organize is subject to the possible prior assessment by the Technical Commission of the authenticity, degree of preservation and repair of the registered vehicles; the Technical Commission may also check whether or not the member carried out any adjustment indicated by the Technical Commission itself pursuant to article 5 above.
Article 7 – The Board of Counsellors may amend these rules at any time, should it find it advisable in order to enhance its capability of carrying out its mandate; all amendments shall be consistent with the purposes of the Association, as set forth in the by-laws.
Article 8 – These rules do not amend or supersede the by-laws or any part thereof.