Art. 1. A Consortium, known as the ‘‘Consorzio Costa Smeralda" is hereby constituted by the undersigned owners of property situated in the Gallura district, the said properties being more dearly described in the respective deeds and plans attached hereto and marked a). The said Consorzio is in no way a profit making organization and is governed by Italian Law and the present Statutes.
Art. 2. All the owners of property situated in the area more clearly indicated on the plan attached hereto and marked a), as well as their heirs and successors in title, are obliged to be Members of the Consorzio. All the aforesaid owners hereby authorize the registration of the present Statutes at the Land Registry Office for their benefit and at their expense. In the event of any transfer of title of their entire property or part thereof, the Members of the Consorzio in question shall include a clause in the deed of transfer - which must be registered - regarding the obligation of being Consorzio Members. Furthermore, the Consorzio Members shall address a registered letter to the Consorzio, within 30 days from the date of transfer of property, containing all information on the contracting parties, their domicile, and copy of the deed as well as the transfer document.
Art. 3. To ensure the full protection of the aims and objectives of the Consorzio and the interest of Consorzio Members, as well as to maintain the high level of the real estate developments in the Costa Smeralda, the Consorzio Members bind themselves towards the Consorzio and, as a consequence of their acceptance of the present Statutes, to include into the deeds of transfer of their properties the following clauses:
the property covered by the contract is subject to the rules contained in the Statutes and Building Regulations of the Consorzio Costa Smeralda, which the purchaser declares he is well aware of and fully accepts, on his own behalf and on behalf of his successors in title, as an integral part of the present contract;
in particular, the purchaser acknowledges and accepts, for himself and his successors in title, the regulations whereby each construction and/or change and/or modification of property shall be submitted for prior approval to the Ar¬chitectural Committee and therefore may be carried out only after the above mentioned approval is obtained and in keeping with the approved project. Should this procedure not be followed, the said purchaser will be responsible to the seller and/or, through mandate, to the Consorzio Costa Smeralda, for all penalties provided for in the Consorzio Building Regulations;
furthermore the purchaser acknowledges and accepts for himself and for his successor in title, the regulation whereby the well functioning, ordinary and extraordinary maintenance of all the installations which are of general or com-munal use, although they are the property of a single Consorzio Member, will be carried out by the Consorzio through its service companies. The cost of this as well as the management costs will be divided among the Members;
any controversy arising between the parties regarding the interpretation of the present contract and building restrictions on the property shall be deferred to a board of arbitration, in accordance with the provisions of Article 32 of the Consorzio Bylaws.
Art. 4. Any third parties who become owners of property, as mentioned above, will be bound to comply with the regulations contained in the present Statutes from the time they acquire the said property and will, at the same time,benefit from the privileges deriving from same. The relative Consorzio fees will be charged to the new owner should these not be settled by the vender prior to the transfer of the property to the buyer as of the date of transfer of the title.
The Members of the Consorzio, in their Annual Meeting, will be empowered to permit owners of other properties situated outside the area indicated on the at-tached plan, marked a), to join the Consorzio and may establish any conditions deemed necessary. All Members of the Consorzio are bound by these Statutes and must contribute to the expenses and fees of the Consorzio.
Art. 5. The purpose of the Consorzio is:
to study, coordinate and manage all the urban planning instruments required to ensure the best possible utilisation of the property owned by Consorzio mem¬bers, both generally and with regard to each individual property holding;
to study and execute works and installations and services of general interest, particularly within the territory of the Consorzio Costa Smeralda and the sur-rounding area, performing every administrative and legal activity deemed necessary and appropriate to achieve that purpose;
to maintain and operate all works and plant or service installation of general or mutual interest, including those owned by individual members, and to that end may also render technical, administrative and accounting assistance to condominiums among members, providing same through specific service companies, over which it shall exercise functions of guidance and control, within the limits of existing regulations;
to participate in all the services and initiatives having the same purpose, or likely to favour its development;
to safeguard an optimal level of living conditions in the territory. To achieve this purpose, the Consorzio management shall have the right to impose the pruning aud cutting of trees that could diminish the panoramic view of the sea from the adjoining properties, in the opinion of the Architectural Committee; to impose logistical limitations on accesses to individual properties, and particular regulations for the use of common areas in the proximity of public es¬tablishments, for the purpose of improving their fruition; to impose limitations and control of sources of noise, levying fines in cases of non-compliance.
To accomplish the aforesaid purposes, the Consorzio shall vest itself with the broadest powers of representation of the membership before public and private entities, as well as powers of representation in lawsuits, as defendent or plaintiff, promoted or to be promoted before civil, criminal, administrative or special courts; it shall also be the purpose of the Consorzio:
to discipline and regulate all building construction on the territory of the Con-sorzio, including any condominium regulations; and to enforce regulations es¬tablished in the general interest and for the good administration of the Consorzio, assuming expressly for that purpose the powers of legal and judicial representation of the Consorzio property owners, as well as the power to act autonomously, both judicially and extra judicially, against any and all members or non-members who violate the Consorzio regulations;
to obtain subsidies of any type useful in pursuit of the purpose of the Consorzio and the stipulation of any deed related thereto;
to protect and utilise the name attributed to the “Costa Smeralda” territory and the representative logotype and symbol of the Consorzio; to prevent others from turning to their own benefit the activity conducted by the Consorzio for the development of the territory in question; consequently the Consorzio can act, to this end, both judicially and extra-judicially to safeguard every right, reason and interest accruing to individual Consorzio members;
to purchase and/or manage the land owned by Consorzio members, should this become necessary for better achieving the aforesaid purposes, on the basis of measures adopted by the Board of Directors;
to defend the rights and interests of Consorzio members and represent them legally, administratively and judicially, within the framework of the aforesaid purposes of the Consorzio Costa Smeralda.
Art. 6 The registered offices of the Consorzio are located at “Piazzetta del Cervo”, Casa 1 /A, il Ginepro, Porto Cervo, municipality of Arzachena.
Art. 7. The duration of the Consorzio is established until 31 December 2050, unless extended or previously dissolved by a decision of the Members of the Con-sorzio Meeting in special session.
Art. 8. The governing bodies and management of the Consorzio are composed of:
The Board of Directors
The Secretary General or General Manager
The Architectural Committee
The President and the General Manager of Secretary General, jointly or singly, may represent the Consorzio before third parties and the judiciary.The Architectural Committee is delegated regulatory power regarding matters of its competence, as set forth in Article 31.
Division of expenses - Obligations of the Members of the Consorzio
Art. 9.Each Consortium member has the obligation of contributing to all expenses and charges of the Consortium with no exclusion or exception. The allocation of expenses and charges of the Consortium among its members, therein including those relating to possible works of general or common interest, is proportional to the value of properties on the basis of the share in millionths. The aforementioned global share will be parcelled out by the Board of Directors of the Consortium according to the criteria of the good family father, and by keeping into account the volume of the buildings, and for what concerns the lands, their volume potential, use allocation, extension, potentiality of use for services and landscape importance. In each case a share of millionths will be assigned to all properties, buildings and lands, located in the territory of the Consortium on the basis of their value as defined by the binding parameters cited hitherto.
The expenses and charges concerning specific public works will be paid by the landowner/s who will benefit from them.
The Board of Directors will be the only body responsible for the establishment of the character of general, common or particular interest of works falling within the competence of the Consortium with the aim of determining - in accordance with previous paragraphs - the allocation of expenses and charges among landowners
Art. 10. The Consorzio Board of Directors ensures the proper functioning and the ordinary maintenance of the installation within the Consorzio territory and/or in the single areas, programmes the ordinary and extraordinary maintenance of the installations, determines the priority and their assignment in the different oper-ations, determines the relative budget for each operation. The budget for the or-dinary and extraordinary maintenance of the installations as well as the general management fees for the Consorzio will be divided among the Consorzio Mem-bers in proportion to the value of each single property, calculated in accordance with the norms indicated in Art. 9.
Art. 11. Where land does not form part of a lotting plan approved by the Architectural Committee of the Consorzio Costa Smeralda, owners undertake to allow the carrying out of necessary works and to grant the relative right of way through their land whenever the Consorzio Members decide to create a pathway or a road for common use.
Owners furthermore undertake to permit access over their land for the execution of repairs and maintenance work or installations of general or common interest, as well as to grant the corresponding right of way, provided that the land is not included in a lotting plan approved by the Architectural Committee of the Consorzio. The Members of the Consorzio affected by any of the above rights and their suc¬cessors in title, agree to carry out all the necessary legal dispositions to render such rights effective and valid. The aforesaid rights will in no way prejudice or the owners affected by same nor entitle them to indemnity of any kind. The Board of Directors is the only body empowered to decide on the design and layout of the roads or works and will at all times try to reduce to a minimum the inconvenience caused to the Members of the Consorzio affected
Art. 12. The Members of the Consorzio may use the pathways, roads, works and installations constructed by the Consorzio but without causing damage thereto and without preventing or interfering with equal usage thereof by other Members of the Consorzio or third parties. In particular, the Members shall in no way modify the said works and installations, nor execute excavations or works which in any way may affect the solidity of the said works and will be legally responsible for the necessary expenses to restore the works and installations to their original state.
Art. 13. The Members of the Consorzio undertake to submit for examination and approval by the Architectural Committee, as provided for in Art. 31, all projects relating to:
Structural, aesthetic, volumetric and external alterations of existing constructions;
Internal alterations of buildings, or parts thereof which result in a different divi¬sion of same, a different use, or indeed any modifications or additions;
Demolition of existing buildings;
Underground works: drains, water pipes, telephone tubes and all other piping;
Painting, decoration or repairing of external facades;
Awnings, projecting roofs, trellises occupying public spaces;
Window displays of any nature, signs, banners, aerials;
Seasonal bathing facilities;
External lighting, luminous signs;
TV and radio antenna, lightening rods, external path and cartway lighting;
Moveable or fixed installations even of a temporary nature on public, private or State-owned property;
Public or private roads;
Boundary walls, walls, gates, landscape works;
Planting of trees, gardens, reforestation, the clearing of damaged areas
Reservoirs, swimming pools, cisterns;
All maritime works of any kind, both public or private, eg. jetties, breakwaters, landing stages;
All excavation and earthmoving relating to any works;
Cutting down of trees
In no case can the construction of properties intended for multiple ownership, or in any case of properties for fractionated utilisation, be authorised by the Architectural Committee without a prior favourable resolution of the Board of Directors. By the same token, the Architectural Committee cannot authorise the construction of properties intended to accommodate places of collective as-sembly that could disturb the peace of neighbours or the quality level of the district, such as dance halls, night clubs, bars with outdoor music, etc., without a prior favourable resolution of the Board of Directors.
The Members of the Consorzio shall comply with the decisions of the aforemen-tioned Architectural Committee as provided for in the Building Regulations of the Consorzio which shall form part of all deeds of transfer of property within the Con¬sorzio and be duly registered. The Members of the Consorzio are further obliged to comply with any specific regulations regarding buildings and other construc¬tions which may be issued by the Board of Directors in accordance with Art. 26 below. Moreover, the Members of the Consorzio undertake, for themselves and for their successors in title, to observe the rules of the Building Regulations of the Consorzio which are attached to these Statutes, under enclosure (b); under¬taking, at the same time, to insert a relevant clause regarding same in any acts of transfer of title of all or part of their property, obligating themselves jointly with their successors in title, up to the moment of the above mentioned registration.
Art. 14. The Members of the Consorzio undertake to abide by all the rules and instructions issued by the Consorzio for the use and discipline in the common interest of its Members as well as for the good administration of its affairs.
Annual General Meeting of the Members of the Consorzio
Art. 15. All Members of the Consorzio who have complied with their obligations according to these Statutes and their undertakings concerning the lay-out of their land and any construction work to be carried out on the same may attend the Annual General Meeting. The legally constituted Annual General Meeting represents all the Members of the Consorzio and its decisions, which shall be taken in accordance with these Statutes, are legally binding even for those not present and those dissenting.
The Annual General Meeting will be convened by the President every year, no later than the month of July, for the presentation and approval of the statement of accounts of the previous year and the budget for the following year.
Whenever the President should deem it necessary, or following a written request submitted by Consorzio Members representing at least one third of the votes, as set out in Art. 19; he may call an Extraordinary General Meeting
These meetings can also be convened in places other than the Association’s registered office
Art. 16. A meeting notice containing the agenda must be communicated by registered letter, to be mailed at least thirty days prior to the date set for the meeting to the domicile of each Consorzio member. All members shall be ob¬liged to inform the Consorzio Administration, by registered letter, of their habitual domiciles and any subsequent changes thereof, as well as the domiciles of the new owners, in the case of transfer of title, their complete names and the particu¬lars of the deed of transfer. Notices shall be deemed valid if communicated to the last domicile furnished by each member.
Each change of domicile and notice of transfer of ownership shall become effective for the Consorzio thirty-one days after receipt of the communication thereof.
Art. 17. Each Consorzio member may have himself represented in mem¬bership meetings by other Members, using the written proxy appended to the meeting notice, provided that said member has also wholly satisfied his obliga¬tion under this statutes and the committments undertaken regarding the prepa¬ration of his land and the structures to be built there, as prescribed in foregoing Article 15.
Art. 18. The Annual General Membership Meeting shall be chaired by the President of the Consorzio, who shall designate a Secretary chosen from the membership. A minute for each resolution must be recorded in a specific registry and each minute must be signed by the President and Secretary.
Art. 19. For the purposes of participation in membership meetings, each member shall be entitled to a number of votes equal to the millionths of this owner ship share, attributed as set forth in Article 9.
Art. 20. General annual membership meetings shall be deemed duly con¬stituted, on first call, when the participants present represent personally or by proxy at least one-half the total number of membership votes plus one, as determined in accordance with Article 19 above.
On second call, general annual membership meetings shall be deemed duly constituted whatever the number of votes present, provided no more than forty-five days have elapsed since the first call
The approval of resolutions shall require a majority of the votes present.
To modify these statutes, however, a special membership meeting must be con-vened with a specific agenda.
Said special meeting shall be deemed duly constituted on first call, if at least half the total membership votes plus one are present; on second call, if at least two- thirds of the total votes are present; on third call, if at least one-fifth of the total votes is present.No more than forty-five days may elapse between the first and each subsequent call.
The date, time and place of subsequent calls may be set in the notice of the mem¬bership meeting.
The approval of resolutions shall require an absolute majority of the votes present.
In all cases, for determining meeting or voting quorums, the validity of votes shall be determined in accordance with Article 19 above.
Board of Directors
Art. 21. The administration of the Consorzio shall rest with a Board of Directors of three to ten members. The Board of Directors shall be elected at the Annual General Meeting. They will serve a term of office of four years and my be re¬elected.
If during the period of this term of office any member of the Board of Directors leaves office for any reason, the Board shall call upon a Consorzio member of its choice to carry out the functions of said director until the next Annual General Meeting.
If the Board loses a majority of the directors elected in the Annual General Meeting, the remaining directors must immediately convene a General Meeting to complete the Board of Directors
Art. 22. The Board of Directors will nominate a President from among its Members as well as a Vice President who will substitute the President in the case of his absence.
Art. 23. The Board of Directors will meet at the invitation of its President, Vice President or at the request of a majority of its Members, whenever necessary but nonetheless at least twice in the year, either at the registered offices or in another place indicated in the notice convening the meeting.
Members of the Board of Directors who are absent at three consecutive meet-ings, will be deemed to have resigned
The Board will be legally constituted with the presence of at least half, plus one, of its Members. All decisions must be approved by a majority of the votes of those present. In the event of an equal number of votes, the President’s vote will prevail. The Secretary General of the Consorzio or the General Manager will attend the Board of Directors meetings with a consultative vote.
Art. 24. The Board of Directors has full power to administrate the Consorzio, according to its objectives, and in particular:
It determines the general administrative expenses and the use of the funds as authorized by the Assembly;
It authorizes such agreements, negotiations and works necessary in order to achieve the aims of the Consorzio
It authorizes, in the name of the Consorzio, the opening of current and deposit accounts, both at banks and Post Office, establishing their handling procedures and executing any other bank transactions;
It decides on the plans, execution and use of works, installations and services of general or specific interest, it also controls their upkeep and administration and sets rules regarding their use;
It proposes to the Assembly the inclusion of new land in the Consorzio Territory;
It takes care of the division of the operating expenses and costs among the Members of the Consorzio, establishes the individual fees and requests payment of same;
It issues the Building Regulations and any other regulation concerning build-ings and constructions to be erected on Consorzio land, the planning of parks and gardens, the planting of new vegetation, the lighting system and signwork. It decides on any other matter concerning the natural environment including ecology and pollution;
It prepares the inventory, balance sheets and statement of accounts to be presented at the Annual General Assembly;
It appoints the Members of the Architectural Committee and any other Com-mittee the Board of Directors wishes to form;
It appoints the Secretary General and/or Director of the Consorzio;
Manages the Consorzio share in the service companies, controlling the proper functioning of the same.
The Board of Directors may delegate its powers in the ways and within the limitations of article 2381 of the Civil Code.
Art. 25. All the powers of the Board of Directors may be exercised in urgent cases by the President or, if he is impeded, by the Vice President or secondarily by the senior Board member, with sole signature, subject to Board ratification at its next meeting.
Art. 26. The Secretary General or General Manager:
Implements the resolutions of the Assembly and the Board of Directors;
Oversees the proper functioning of the Consorzio offices;
Exercises the authority vested in him by the Board of Directors or by the President of the Consorzio within the limits of the power assigned to him.
Annual Financial Statements - Payment of Membership Assessments - Penalties - Liquidation
Art. 27. The financial year of the Consorzio will close on the 31 st of December of each year. At the end of each financial year, the Board of Directors will prepare the final statement of accounts and a budget for the following year and will present same for approval at the Annual General Meeting.
The statement of accounts for each financial year shall be available for inspection by Members of the Consorzio at least thirty days before the Annual General Meeting.
Art. 28. The membership assessments for the current year shall be requested of each individual Consorzio Member, after approval of the budget by the Board of Directors.
Any adjustments to these fees, due to modification of the budget and balance-sheet made by the General Assembly, will be requested after the approval of the General Assembly.
The Consorzio Members are obliged to settle all Consorzio assessments within 30 days from the receipt of the request of payment from the Consorzio. The payment of assessments can on no account be delayed or suspended for any reason whatsoever by Consorzio Members. Delayed payments are subject to interest charges based on the interest rate in force at that time, increased by 5 percent.
Art. 29. . In the event of non-fulfillment or partial fulfillment of the obligations referred to in Articles 2 and 3, those Consorzio Members in default will be liable to a fine equal to one fifth of the sum indicated in the notarial act of transfer or, in the case of an act of transfer without consideration of the value of the property, as assessed by the Registry Office. The Board of Directors may reduce the fine upon presentation of valid justification.
Art. 30. At the end of the duration of the Consorzio or in the event of its prior dissolution, the functions of the Board of Directors will cease and the Annual General Meeting shall appoint one or more liquidators to arrange for the collection of payments due and to settle any liabilities of the Consorzio so that any eventual credit balance may be distributed amongst the Members.
The liquidator or liquidators shall take all necessary measures to preserve in favour of individual owners any right of way and servitudes which shall exist in favour of the Consorzio.
Art. 31. . All studies and projects related to alterations to the land and to the works listed in Art. 13 of these statutes, and better specified in the Building Code of the Consorzio Costa Smeralda, must be submitted for examination and approval to the Architectural Committee of the Consorzio, composed of five to ten members, as determined by the Board of Directors at the time of their designation, selected from among experts in the architectural, urban planning, environmental and legal disciplines.
The Architectural Committee must include two members of the Board of Directors, specifically delegated by the Board, and the Secretary General or General Manager of the Consorzio.
Pursuant to said Building Code and the Consorzio statutes, the Architectural Committee shall evaluate, with due aesthetic and qualitative discernment, all the projects submitted to it for examination, with particular regard to the nature of the landscape and to architectural and functional characteristics so as to preserve the most important and characteristic elements of the "Costa Smeralda" development, with particular regard to the servitudes and restrictions decided by the Consorzio and in conformity with the law and local regulations.
The members of the Consorzio, their heirs, assessees and assigns undertake to modify their projects as may be indicated by the Architectural Committee and to abide by its decisions.
Art. 32. Any controversies arising between the Consorzio Members and the Consorzio itself - or between individual Consorzio members - as a result of the relationships instituted by the present Statutes and the Consorzio Building Regulations, may be deferred to a panel of arbitrators, composed of three Members, who shall decide by formal arbitration.
The choice between judicial arbitration and ordinary judicial proceedings is irrevocably exercised by the plaintiff through notification of request for arbitration or a legal document instituting judicial proceedings. In the case of arbitration, each party will appoint an arbitrator and inform the other party of its appointment, while a third arbitrator will be appointed by the first two. In the event of disagreement between the two appointed arbitrators over the designation of the third one, the decision will be deferred to the President of the Court of Tempio Pausania. The aforesaid panel of arbitrators shall decide by unappealable award, and its decision shall be definitively binding on the parties concerned and shall have legal effect pursuant to the Code of Civil Procedure.