Art. 1 – Constitution and denomination.
It is constituted, according to art. 2602 et seq of the Italian Civil Code, and with regard to the provisions of Community and national legislation relating to the protected designation of origin Ricotta di Bufala Campana, one of the subjects included in the control system of the PDO Ricotta di Bufala Campana, a consortium called
“CONSORTIUM FOR THE PROTECTION OF RICOTTA DI BUFALA CAMPANA”.
Art. 2 – Headquarters
The Consortium has its registered office in Caserta, at the Regie Cavallerizze of the Royal Palace of Caserta, at Via R. Gasparri, 1.
The Board of Directors of the Consortium may establish branches, agencies and representations both in Italy and abroad.
Art. 3 – Duration
The duration of the Consortium is established until 2070 unless extension and early dissolution.
Art. 4 – Subject
The Consortium does not pursue profit, has the following purposes that it carries out in favor of all the subjects included in the control system of the PDO “RICOTTA DI BUFALA CAMPANA”
- promote the application of the Specification and propose any amendments or implementations thereof, as well as promote the improvement of the quality characteristics of the “RICOTTA DI BUFALA CAMPANA” Protected Designation of Origin;
- establish programmes for structural measures and technical adjustment aimed at improving the quality of production in terms of hygiene and health safety, chemical, physical, organoleptic and nutritional characteristics of the product “RICOTTA DI BUFALA CAMPANA PDO”;
c) protect, promote, enhance and take care of the general interests of the PDO “RICOTTA DI BUFALA CAMPANA” also through consumer information;
- to make proposals for regulatory regulations also in implementation of the registered Regulations, and to carry out advisory tasks relating to the PDO “RICOTTA DI BUFALA CAMPANA”;
- establish, hold and use for all the purposes provided for by this statute the consortium trademark (henceforth the “Trademark”) after a favourable opinion of the Ministry of Agricultural, Food and Forestry Policies (mipaaf);
- to carry out and carry out the task of supervision, as a body empowered by the competent State Administrations with the execution of all the functions related to the relevant exercise in accordance with the procedures established by current law;
- protect, defend, even in court, in Italy and abroad, and ensure that, by anyone, are not misused, abusively or illegitimately, even referred to different product categories, the words “RICOTTA DI BUFALA CAMPANA” and the Mark;
- extend in Italy and abroad the knowledge and dissemination of the Protected Designation of Origin “RICOTTA DI BUFALA CAMPANA” and the product as such “RICOTTA DI BUFALA CAMPANA”as well as its quality characteristics, carrying out appropriate promotion and information work, also referring to its production chain;
- carry out training and scientific research activities as part of its institutional activity, also in collaboration with other stakeholders;
- make the choice of the public or private control body authorised for the purposes of Community regulations;
For the purposes of the above, the Consortium may carry out all the operations necessary for the achievement of the corporate object, including by granting guarantees, guarantees and guarantees.
Art. 5 – Members
All persons belonging to the “RICOTTA DI BUFALA CAMPANA DOP FRESH SOFT MILK PRODUCTS CHAIN” included in the control system provided for by the Public or Private Control Body and identified as follows:
- Dairy Farmers, with the farm located within the production area indicated in the product specification, entered in the control system;
- the Dairies, producers of “RICOTTA DI BUFALA CAMPANA DOP” – private individuals, companies, cooperatives – placed in the control system of the authorised Inspection Body, located in the production area defined in the production specification;
- Packers, Seasoners and/or Portioners of the fresh soft milk product “RICOTTA DI BUFALA CAMPANADOP” placed in the control system of the authorized body and falling within the production area specified in the specification.
All Members must demonstrate that they are certified and/or subject to verification by the control body appointed by the mipaaf.
The application for admission to become a member of the consortium must be submitted in writing and addressed to the Board of Directors specifying the/ the categories of membership:
- Breeders Producers of Milk;
- Packers, seasoners and/or portioners
The application must contain:
– name and forename or name of the proprietors or legal representatives, place and date of birth or date of establishment, domicile or registered office, nationality,
– the legal form of the holding;
– documentation proving that the requirements for admission have been met.
The Board of Directors decides on the application for admission.
The application, once accepted, becomes final only after payment of the membership fee and entry into the control system.
If the interested party, to whom the c.d.a. has requested to complete the documentation and/or to provide further information, does not comply, the application will be filed.
Against any decision of the Board of Directors not to admit a member, the interested party may appeal within thirty days to the Arbitration Committee.
Members have the right to:
- qualify as “members of the Consortium of Protection RICOTTA DI BUFALA CAMPANA DOP”, within the limits and in the ways established by this Statute and by the regulations of use of the Trademark;
- active and passive voting;
- to all the rights and duties deriving from this Statute.
Art. 6 – Members’ rights and duties
Members are obliged to:
a) observe this Statute;
b) to allow and facilitate control by the authorised public or private control body and supervision by the Consortium, in accordance with their respective competences;
c) pay ordinary and valorisation contributions in the form established by the Board of Directors, as well as any other contributions required, rates, extraordinary contributions approved by the Board of Directors itself pursuant to this Statute, as well as by appropriate regulations issued by the Board of Directors;
d) without prejudice to the right to use the name and the consortia mark in accordance with the procedures laid down in this Statute, the Regulations for the use of the consortia mark and the Community and national legislation in force, to undertake not to register and/or use (directly or indirectly, in Italy and abroad) the Consortium Trademark or any other similar sign or that can be confused with the Consortium Trademark itself, for any product class.
e) not to request, for the duration of the Consortium, the division of the consortium fund.
Art. 7 – Withdrawal, Exclusion and Forfeiture
The Consortium may withdraw at any time and this withdrawal will become effective as soon as the Consortium becomes aware of it. However, the withdrawn consortium will still be obliged to meet the financial commitments entered into during the current financial year.
The member may be excluded from the Consortium, by resolution of the Board, when:
a) commits serious infringements or violations of the Articles of Association and, in particular, when, by its conduct in carrying out the productive or commercial activity that affects the purposes of the Consortium, it damages the prestige of the Consortium itself or its work;
b) is in arrears for more than 4 months in the payment of membership fees and contributions for the protection, supervision and safeguard and any other title owed to the Consortium;
c) has been definitively convicted for commercial fraud relating to the production and marketing of Ricotta di Bufala Campana PDO.
The interested party may appeal against the exclusion resolution by registered letter a/r to the arbitration panel within 30 days of the notification of the exclusion. The opinion of the arbitration panel shall be final, without prejudice to the possibility of bringing the matter before the ordinary authority.
The Member who has withdrawn or been excluded or who in any case has ceased to be part of the Consortium, has no right to the return of the membership fee or of the payments made for any reason.
Art. 8 – Consortium costs
The costs arising from the activities assigned, pursuant to article 14, paragraph 15 of Law 21 December 1999, n. 526, to the Consortium of Protection RICOTTA DI BUFALA CAMPANA are determined by the competent consortium body and are charged:
a) all parties to the Consortium;
b) entities, even if not members of the Consortium, belonging to the corresponding categories identified in Article 4 of Ministerial Decree No. 61413 of 12 April 2000 laying down general provisions relating to the representativeness requirements of consortia for the protection of PDOs and PGIs.
The quotas to be charged to each category of the industry may not exceed the percentage of representation fixed for the same category by the DM 12.4.2000, assigning 66% of the costs to the dairies and dividing 34% between the other two categories of the reference chain. However, each entity belonging to the same category will have to contribute a quota, which will be proportionate to the amount of its product controlled by the control body.
The consortium costs relating to the activities not included in those identified in paragraph 15 of Article 14 of Law December 21, 1999, n. 526, are exclusively imposed on the members of the Consortium and in no case can be charged to unaffiliated parties.
Art. 9 – Consortium Fund
The consortium fund consists of:
a) the admission fees of the Consortium members;
b) the contributions of the Consortia;
c) the extraordinary contributions of the Consortia aimed at particular activities (e.g. scientific studies aimed at improving the quality of production, marketing research, market surveys, advertising initiatives, etc. );
d) capital grants from public or private entities;
e) from movable and immovable property of any kind which becomes the property of the Consortium through purchase or bequest.
For the duration of the Consortium, the Consortium members may not request the division of the fund and the particular creditors of the consortium members may not assert their claims on the fund.
Moreover, the Consortium will not be able to distribute profits in any form to the associated companies.
For the management needs we provide:
a) the annual or extraordinary membership fees fixed by the Council for each category of member;
b) with the contributions for the management of the activities of protection, supervision, promotion, enhancement, consumer information and general care of the interests of the Protected Designation of Origin RICOTTA DI BUFALA CAMPANA divided as well as art. 8.
Art. 10 – Financial Statements
The financial year runs from 1 January to 31 December of each year.
The balance sheet consists of two parts: the management statement and the balance sheet.
Art. 11 – Consortium bodies
The bodies of the Consortium are:
- the Assembly;
- the Board of Directors;
- the President;
- the Board of Statutory Auditors.
The Shareholders’ Meeting is ordinary and extraordinary
Art. 12 – Ordinary shareholders’ meeting
The ordinary assembly is validly constituted in first convocation when so many associates who represent the majority of the valid votes are present and in second convocation whatever is the number of the present and/or represented consortiums. The resolutions in both first and second call are valid if taken an absolute majority of the votes due to the members present and/or represented.
The Ordinary Shareholders’ Meeting shall have the following powers:
a) approve the Annual Report and the annual programme prepared by the Board of Directors for the achievement of the objectives of the State;
b) elect the members of the Board of Directors and the Board of Statutory Auditors;
c) appoint the Chairman of the Board of Statutory Auditors;
d) determine the possible remuneration of the Chairman and Vice-President, the members of the Board of Directors and the members of the Board of Statutory Auditors;
e) approve the regulations, which take effect only after approval by the mipaaf;
f) deliberate on other matters relating to the day-to-day management of the Consortium or submitted for its examination by the Board of Directors.
Art. 13 – Extraordinary shareholders’ meeting
The extraordinary assembly is regularly constituted, in first convocation, when so many members are present that represent the majority of the valid votes and deliberates with the favorable vote of the majority of the Consortia present and/or represented. In the second convocation, the extraordinary assembly is regularly constituted with the presence of many members representing at least one third of the valid votes and deliberates with the favorable vote of at least two thirds of the members present and/or represented.
The Extraordinary Shareholders’ Meeting shall have the following powers:
a) decide on amendments to these Statutes to be submitted to the Ministry for approval;
b) decide on the dissolution and liquidation of the Consortium, appointing and defining the powers of the liquidators;
c) perform any other function, which falls within the statutory purposes, not assigned to other consortial bodies and submitted to the Board of Directors;
d) decides on amendments to the production specification of “RICOTTA DI BUFALA CAMPANADOP”, which must be submitted for approval by the mipaaf.
Art. 14 – Convocation of the Shareholders’ Meeting
Both ordinary and extraordinary shareholders’ meetings are convened by the Chairman by resolution of the Board of Directors or at the request of the 2/5 members of the Consortium, by written notice sent to the members by registered letter or by telegram or by e-certified mail at least fifteen days before that set for the meeting.
This can take place at the head office of the Consortium or elsewhere provided that in the territory of the Italian Republic.
The notice shall contain the place, the day, the time of the meeting and the subjects to be dealt with and shall indicate the date of any second convocation, which may not take place on the same day as the first.
Art. 15 – Minutes of the Shareholders’ Meeting
The resolutions of the Ordinary Assemblies must be recorded in minutes signed by the President and the Secretary.
In the case of an extraordinary meeting, the minutes are drawn up by the notary chosen by the President of the Consortium.
Art. 16 – Shareholders’ Meeting
The members in good standing with the payments of the consortia shares registered in the shareholders’ register, at least 3 (three) months before the date fixed for the shareholders’ meeting, are entitled to attend the meeting.
Members who do not intervene may delegate other members to represent them at the shareholders’ meeting; a member may not represent more than two members by proxy. The proxy, in order to be valid, must result from a written act and signed by the legal representative of the consortium itself, or by a person designated for this purpose in the application submitted for admission to the Consortium and must be referred to the President of the Assembly itself, before the start of the discussion
on the agenda.
Art. 17 – President of the Assembly
The Assembly is chaired by the Chairman of the Board of Directors or, in his absence or inability, by one of the two Vice-Presidents, or in the event of their being prevented from attending, by another person chosen from among the members present.
The President of the Assembly appoints a secretary who is also not a member and, if he believes it useful, two tellers.
Art. 18 – Expression of the vote
According to Ministerial Decree No. 62132 of 4 May 2005 of integration to D.M. No. 61414 of 12 April 2000, the categories of representativeness for the industry “Other products of animal origin (eggs, honey, dairy products of various types, excluding butter, etc.) in which the product “RICOTTA DI BUFALA CAMPANADOP” falls are as follows:
– dairy farmers;
– packers and seasoners and/or portioners
Therefore, the category of dairies is responsible for 66% of the votes, and the remaining 34% of the votes must be divided between the remaining two categories.
Every member has the right to vote. The value of the vote refers to the class of membership established on the quantity of product of each member, certified by the control body with respect to the total production certified, the year before the vote. If the consortium belongs to more than one production category (Milk Producers, Dairies, Packers and seasoners and/or portioners), the total value of its vote will be determined by the sum of the individual voting values for each category concerned – for each of which must register with the Consortium and pay the corresponding membership fee.
A) The voting classes related to the production of annual milk (Milk Producers) controlled are as follows:
- with production up to 51,500 kg of milk votes 1
- with production from 51.501 kg to 257.500 kg of milk votes 2
- with production over 257.501kg of milk votes 3
The voting classes concerning the production of milk (Breeders Milk Producers) for the production of RICOTTA DI BUFALA CAMPANADOP refer to the ratio of the quantity of milk produced controlled, of which the member demonstrates the attribution, and the total quantity of milk controlled by the control body responsible for this.
B) The voting classes for dairies related to the production of RICOTTA DI BUFALA CAMPANADOP are as follows:
- with production up to 50,000 kg of RICOTTA DI BUFALA CAMPANADOP votes 1
- with production from 50.001 kg to 100.000 more than RICOTTA DI BUFALA CAMPANADOP votes 2
- with production over 100.001kg of RICOTTA DI BUFALA CAMPANADOP votes 3.
The voting classes concerning the production of Ricotta di Bufala Campana (dairies) refer to the ratio between the quantity of the certified product of the previous year, of which the member proves the attribution, and the total quantity of product certified by the Inspection Body in charge thereof.
For the determination of the voting classes of the first year, it is established that all the partner dairies belong to the same voting class.
C) The grades for packers and seasoners and/or portioners of RICOTTA DI BUFALA CAMPANADOP are as follows:
- with production up to 50,000 kg of RICOTTA DI BUFALA CAMPANADOP votes 1
- with production from 50.001 kg to 100.000 more than RICOTTA DI BUFALA CAMPANADOP votes 2
- with production over 100.001 kg of RICOTTA DI BUFALA CAMPANADOP votes 3.
The voting classes concerning the packaging of RICOTTA DI BUFALA CAMPANA PDO (Dairies) refer to the ratio of the quantity of packaged product certified in the previous year, of which the member demonstrates the attribution, and the total quantity of packaged product certified by the inspection body in charge of this.
For the determination of the grades for the first year, it is established that all the packers and seasoners and/or portioners members belong to the same voting class.
The offices of the Consortium, on the occasion of the voting, are required to divide the different companies in their respective voting classes, assigning to each its own vote, based on the data of the previous year, made compulsorily available to all members at least seven days before the Shareholders’ Meeting.
Pursuant to art. 2 of Law no. 154 of 28 July 2016, in the list of candidates for the Board of Directors, at least one third of the candidates must belong to the least represented gender.
In the event of failure to submit the least represented gender, the candidates on the list shall be elected, after an explicit record of the factual situation of the actual lack of eligible candidates belonging to the least represented gender.
Art. 19 – Board of Directors
The Consortium is managed by a Board of Directors elected by the Ordinary Shareholders’ Meeting, composed of a number ranging from 3 to 11 members chosen from the members representing the categories.
The directors shall hold office for three consecutive financial years and may be re-elected. At least 66% of the seats are reserved to the members representing the Dairies; the remaining number of seats (34%) is distributed proportionally among the members representing the categories of Dairy Farmers and Packers.
In the case of not total membership of the consortium of the members of the same category subject to the control body, as is also the case at the Shareholders’ Meeting, the representativeness is reduced by a quantity proportional to the certified production quota of each controlled category, which is not a member of the Consortium.
If one or more members of the Council elected by the Assembly are absent in the course of the year, the others, who may in any case represent the majority of the elected, may replace them with a representative of the same category. The Directors thus appointed shall remain in office until the next Shareholders’ Meeting, which shall ratify the mandate until the expiry of the current three-year period.
Art. 20 – Remuneration of Directors
The members of the Board of Directors are responsible for the reimbursement of expenses incurred on behalf of the Consortium in the performance of their duties. In addition, the Shareholders’ Meeting may decide on the allocation of emoluments and tokens of presence to the same Directors.
Art. 21 – Board of Directors meetings
The Council meets whenever the President, or who takes its place, deems it appropriate, or when requested by the President by at least half plus one of the Councillors.
The convocation must contain the date, the time, the place and the topics to be treated. It must be sent to each Councillor at least 8 (eight) days before via e.mail certified and, in cases of urgency, at least one day before that set for the meeting.
The presence of a majority of the incumbent directors is necessary for the validity of Board meetings.
In the Council each member has one vote.
The resolutions voted with the consent of the majority of those present shall be valid. In the event of a tie, the resolution in favour of which the chair of the Council meeting has cast his vote shall be deemed to be valid.
Art. 22 – Powers of the Board of Directors
The Board of Directors is the executive body of the Consortium and is vested with the widest powers for the ordinary and extraordinary management of the Consortium, without any exception and, in particular, all the faculties for achieving the objectives of the Consortium that are not reserved by law or by this Statute to the shareholders’ meeting are recognized, and in addition:
a) it deliberates the convocation of the ordinary and extraordinary Assembly;
b) ensure the execution of the resolutions of the Shareholders’ Meeting;
c) it decides on the admission, the withdrawal of the Consortium members and on their possible exclusion;
d) ensure the economic and financial management of the Consortium and draw up the Balance Sheets and Estimates;
e) appoints the President and the Vice-Presidents from among its members;
f) carry out all the operations and acts suitable for the achievement of the social objectives;
g) propose any amendments to the production specification of the RICOTTA DI BUFALA CAMPANA PDO which will be evaluated by the mipaaf in advance and subsequently sent to the European Community for approval;
h) reports to mipaaf the Inspection Body for RICOTTA DI BUFALA CAMPANA PDO referred to in Reg. EC 1152/12 and Art. 14 Law 526/99;
i) prepare the Regulations (including that of use of the Trademark) for the application of the rules provided for by this Statute, to be submitted to the approval of the General Assembly of Members and prior to the mipaaf;
j) deliberates on active or passive legal actions, buys or sells real estate, decides to operate with banks or other institutions also asking trusts and issuing bonds and is jointly committed with the President for debts assumed by the Consortium.
The Council may, however, delegate part of the above tasks to the President, the Vice-Presidents, one or more Councillors, in so far as they are by law delegatable.
Art. 23 – President and Vice President
The Council shall elect a President from among its members each time it is renewed and, if necessary, one or two Vice-Presidents. The Vice-Presidents shall separately replace the President in cases where he is absent or prevented from attending, in all his powers including the use of the social signature.
Art. 24 – Legal representation of the Consortium and signatures
The legal representation of the Consortium before third parties and in court is the responsibility of the President and, in his absence or impediment, without distinction to those who act in his stead. In the case of two Vice-Presidents, the oldest member shall be represented.
The Chairman, acting on a resolution from the Board, may work with banks or other institutions representing the Consortium and may open and close current accounts, request loans and issue guarantees on behalf of the Consortium.
For these operations, the Council shall be jointly responsible with the President.
The Council may also, by means of a special resolution, delegate the use of the signature of the company for certain operations and with the limitations which it considers most appropriate, to one or more directors, both jointly and separately and for the execution of its resolutions, entrust special assignments to its members and also to third parties.
Art. 25 – Board of Statutory Auditors
The Board of Statutory Auditors is appointed by the Shareholders’ Meeting and may have a monocratic or collegial composition (three auditors). The Auditors must be registered in the Register of Auditors referred to in Legislative Decree no. 88/1992.
The Board of Statutory Auditors shall hold office for three years and may be re-elected. The Board exercises the control functions provided for by law, oversees compliance with the Bylaws and civil and tax legislation.
Art. 26 – List of compulsory books
In addition to those required by law, are compulsory books of the Consortium:
– book of members;
– book of the Assemblies;
– book of the Board of Directors;
– book of the Board of Statutory Auditors.
Art. 27 – Place of jurisdiction
The Court of Santa Maria Capua Vetere is competent for any dispute that may arise between the Consortium and the consortium members. Any disputes that may arise between the Members and the Consortium, which concern available rights relating to the social relationship, and all disputes brought by directors, liquidators and statutory auditors, or with regard to them or having as their object the validity of resolutions of the Assemblies, may be decided by an Arbitration Committee, composed of 3 members all appointed by the President of the Court of Santa Maria Capua Vetere.
The arbitrators will judge in an irrelevant manner, without procedural formalities. The Arbitration Committee shall deliver its irrevocable amicable award within 90 days of its establishment.
It shall also determine the costs and remuneration to be paid to the arbitrators. It is always subject to the possibility to appeal to the ordinary judicial authority.
Art. 28 – Dissolution or liquidation
In the event of the dissolution of the Consortium for any reason, the liquidation rules, the appointment of the liquidator or the liquidators and the procedures for the liquidation will be established by the Extraordinary Shareholders’ Meeting, in compliance with the provisions of the law.
Art. 29 – Final provisions
The provisions of the Civil Code and of the other special rules laid down in the field of Protection Consortia apply to all matters not expressly provided for in this Statute.
Recorded in Caserta on 19 February 2018 at n. 3179.