Art. 1 – Name, registered office, duration
An Association named "Associazione Mystery Auditing Italia" is hereby established.

The Association has its registered office in Milan, at Via Savona, 45, and may establish operating offices in other locations as well. The transfer of the registered office does not constitute an amendment to the articles of association and may be decided by the Executive Committee.

The duration of the Association is until 31/12/2035, with tacit renewal.
 

Art. 2 – Principles, purpose and aims

Associazione Mystery Auditing Italia is a free, non-partisan, non-denominational association, with no direct or indirect profit motive, representing all parties who are interested in, use, or carry out undercover audit activities. The purpose of the Association is to promote and disseminate the application of the undercover auditing methodology and to recognise and enhance the professional skills of those who carry out this activity.

The Association is governed by these Articles of Association and by any Regulations approved by the Members' Assembly. For matters not covered by these Articles of Association, reference shall be made to the provisions of the Civil Code and the relevant legislation.

The contents and structure of the Association are inspired by principles of solidarity and social equity, transparency and democracy.

The Associazione Mystery Auditing Italia pursues in particular the following aims:

• to disseminate and promote the use of the undercover audit methodology in all sectors, public and private, where it may plausibly be applied (wherever there is at least one service element);

• to act as a driving force and promoter of the culture of service, welcome and hospitality;

• to serve as a point of reference for the theoretical and practical aspects of undercover audit activity and of the undercover auditor profession;

• to disseminate the ethical and professional-conduct principles relating to the design and performance of undercover audits as defined in standard UNI 11312-1;

• to increase the recognition and market value of undercover audit activity;

• to increase the recognition and reputation, on the part of the market, of the undercover auditor profession among institutions, businesses and organisations in general;

• to foster awareness of the knowledge, abilities and professional competences of an undercover auditor as identified in standard UNI 11312-2;

• to encourage forms of coordination among professionals, researchers, scholars, public and private bodies, companies and ordinary citizens interested in the subject of undercover assessment and auditing;

• to build a network of parties interested in undercover audit activity, encouraging the exchange of experiences and knowledge;

• to organise meetings, seminars and/or refresher courses, studies and research, conventions and conferences.

Art. 3 – Instruments and association activities

The Association operates mainly through the direct and personal action of its members; members' services are provided free of charge. Should it prove necessary in order to achieve the association's aims, the Association may enter into agreements, contracts or conventions with public bodies and/or other bodies, businesses and private parties.

For the direct and indirect realisation of its corporate purpose and for the pursuit of its aims, as defined in article 2 above, the Association may carry out the following activities:

• disseminate and present publications and other editorial productions, at national and international level, on the subjects referred to in art. 2;

• organise communication campaigns, events and public initiatives to raise awareness of the subjects covered by its activities;

• establish forms of collaboration with institutions, bodies, governmental and non-governmental organisations, universities or other associations;

• organise, in the most appropriate forms, assistance to members and their involvement;

• collaborate with and/or take part in committees within national or international bodies dealing with training, technical standardisation, certification and inspection.

In particular, the Association's activity may include:

• participation in calls for tender and projects in collaboration with other public bodies, associations, businesses and private parties for the dissemination and achievement of the association's aims;

• collaboration with other bodies, public and private, that facilitate the achievement of the association's objectives;

• the signing of contracts and conventions.

Members are prohibited from carrying out activities other than those of the association, with the exception of those directly connected to them. The activities carried out by the association are aimed both at members and at the community. The Association may acquire, either directly or indirectly, holdings in other associations or companies whose purpose is similar or related to, or in any case connected with, its own, within the limits permitted by law.
 

Art. 4 – Members

The association is open to all natural and legal persons, without any discrimination as to sex, age, language, nationality, religion or ideology, who identify with and are interested in the achievement of the purposes and aims set out in these Articles of Association and who share their principles, spirit and underlying ideals. Membership of the association is voluntary and takes place in the manner and on the terms set out in article 5 below.

All members have equal rights and duties. The number of members is unlimited.

Definitive acquisition of member status confers the right to take part in the life of the Association and in the events it organises, and to make use of the services offered to its members.

Temporary participation in the life of the association is expressly excluded. The Association works to ensure that the inviolable rights of the individual are protected within it.

The following types of member are provided for:

• Founding members: those who took part, through their own work, in the establishment and founding of the Association.

• Ordinary members: all members who subsequently join the Association in the manner and on the terms set out in these Articles of Association, because they share its philosophy and objectives.

• Honorary or meritorious members: persons or bodies granted this status by the will and resolution of the Executive Committee, at its sole discretion, in recognition of constant and substantial commitment to the achievement of the association's aims, whether through financial donations or through contributions of goods and services to the life of the association itself, or on account of their renown and the positive image their presence may bring to the association.

Members may be called upon to contribute to the annual expenses of the association, as resolved by the Executive Committee. Members are required to know and comply with these Articles of Association and to pay the annual fee set each year by the Executive Committee. The membership fee payable by members is not of a capital nature, is annual, is non-transferable, is non-refundable in the event of withdrawal, death, loss or forfeiture of member status, and must be paid by 31 January of each year. Member status lapses after one year of arrears in the payment of the membership fee and/or by decision of the Assembly in the event of serious non-compliance by the member with the provisions of these Articles of Association, and in particular for acts not in conformity with the corporate purpose.
 

Art. 5 – Acquisition of member status

Membership of the Association is free and voluntary, but commits all members to pay the membership fee by 31 January of each year and to comply with the rules of these Articles of Association and of any regulations, in accordance with the resolutions adopted by the competent bodies (Members' Assembly, Executive Committee, President).

To acquire member status, a written application must be submitted to the Executive Committee in the form and manner established by it. The Executive Committee decides on such application and, in the event of admission, will request payment of the annual membership fee. Member status is acquired upon such payment.
 

Art. 6 – Loss of member status

Member status is lost through:

• death or removal from the business register;

• forfeiture for non-payment of the annual membership fee;

• withdrawal, to be submitted in writing to the Executive Committee; withdrawal takes immediate effect and is always accepted at any time and at no cost to the person exercising it, although the member remains bound to the association where they have become indebted to it;

• expulsion or removal resolved by the Executive Committee; in any case, the expulsion measure does not release the member from the obligation to pay any sums still owed to the Association.

In the event of conduct that is prejudicial to the aims or assets of the association, the Executive Committee must intervene and may apply the following sanctions at its sole discretion: reprimand, formal warning, expulsion from the Association. The sanction must be notified to the member within seven (7) days of the decision; the measure must be communicated in writing and must state the reasons for it.

Members may be expelled from the Association for the following reasons:

• When they fail to comply with the provisions of these Articles of Association and of the code of ethics, of any regulation(s), as well as with all resolutions adopted by the association's bodies in accordance with the statutory requirements.

• When, without justified reason, they fall into arrears in the payment of any membership fee or of fees for participation in specific initiatives of the association, as established by the Executive Committee.

• When they cause, in any way, moral or material damage to the association.

Expelled members may object in writing to the Executive Committee's measure by sending a written appeal to the Members' Assembly within 30 days of receipt of the measure; the appeal does not suspend the enforceability of the initial expulsion, pending the final resolution of the Members' Assembly. The expelled member may apply to the judicial authority within six months of the day on which the resolution was notified to them.

Members who have withdrawn or been excluded, or who have otherwise ceased to belong to the association, may not recover the contributions paid, nor do they have any right over the assets of the association.
 

Art. 7 – Rights and duties of members

All members have the right to vote in ordinary and extraordinary assemblies, including those concerning the approval of and amendments to the articles of association and regulations and the appointment of the association's governing bodies, and may hold offices within the association. Voting is by name but may be delegated in accordance with the delegation arrangements defined by the Executive Committee. They also have the right to participate in and receive information relating to the association's activities.

At the assembly and in accordance with the Executive Committee's indications, the participation duties of each member in the Association's activities will be established from year to year.

Members have the right to:

• use the premises used by the Association, in accordance with the arrangements decided by the Executive Committee, and take part in all initiatives and events promoted by it for the achievement of the association's aims;

• take part in Assemblies (if up to date with payment of the annual membership fee) and vote directly or by proxy (maximum two per member);

• know the programmes by which the Association intends to implement the association's aims and request clarification thereon;

• exercise the right of withdrawal, at any time and by written communication to the Executive Committee;

• propose projects, collaborations and initiatives to be submitted in writing (including by email) to the Executive Committee;

• discuss and approve the financial statements (balance sheet) at the Members' Assembly;

• elect and be elected as members of the Association's bodies.

All members are required to:

• observe the rules of these Articles of Association, of the Code of Ethics and of any regulation approved by the Executive Committee, of other internal regulations and of resolutions adopted by the association's bodies in compliance with the statutory provisions;

• pay the membership fee established annually by the Executive Committee and the fees for participation in individual initiatives when due;

• carry out and implement the activities agreed in advance and collaborate with other members to achieve the association's aims;

• maintain conduct consistent with the aims of the Association.

Art. 8 – The bodies of the Association

The bodies of the association are:

• the Members' Assembly (art. 9);

• the Executive Committee (art. 10);

• the President (art. 11);

• the Vice President (art. 12);

• the Secretary (art. 13);

• the Treasurer (art. 14).

All elective offices have a term of three years or until resignation.

In order to achieve the Association's objectives, the Executive Committee may, at its discretion, set up specific organisational units, such as technical committees, project groups, territorial officers and others, to provide specific services to members.
 

Art. 9 – Members' Assembly

The Members' Assembly is the sovereign body of the Association, is the fundamental forum for discussion, suited to ensuring the proper management of the Association, and is composed of all members who have duly paid the annual membership fee, each of whom is entitled to one vote, regardless of the value of the fee.

Its resolutions — adopted in accordance with the law and these Articles of Association — are binding on all members, including those who dissented, abstained from voting or did not attend the assembly.

Members who, for whatever reason, cannot attend the assembly in person may be represented by another member by written proxy or in electronic form (maximum two per member).

The Assembly is convened at least once a year in ordinary session for the approval of the financial statements within 3 months of the close of the financial year, and in extraordinary session when necessary or when requested by the Executive Committee, by the President or by at least one tenth of the members. In the latter case, the assembly must take place within 30 days of the date on which it is requested.

The Assembly is convened by the President (or by the Secretary with a specific "management" delegation) by email or written communication at least 15 days before the set date, with an invitation to all members. However, only members up to date with the payment of membership fees will be able to vote. The notice of convocation must state the date, time and place at which the Assembly will be held and the agenda to be addressed.

The ordinary Assembly has the following tasks:

• it elects the Executive Committee at each natural expiry;

• it discusses and resolves on the general lines of the activity programme for the association's year, on a proposal from the Executive Committee, and on any proposals put forward by members;

• it discusses, assesses and approves the annual financial statements.

On first call, the ordinary Assembly is valid if half of the members are present, and validly resolves by simple majority of those present; on second call, the resolution is valid regardless of the number of those present and is validly adopted by simple majority of those present. At least 24 hours must elapse between the first and second call.

The extraordinary Assembly resolves on:

• amendments to the Articles of Association;

• dissolution of the Association and devolution of the residual assets;

• any other extraordinary matter falling within its remit under the law and the Articles of Association.

On first call, the extraordinary Assembly is valid if at least three quarters of the members are present, with the favourable vote of a simple majority of those present; on second call, the resolution is valid regardless of the number of those present and is validly adopted by simple majority of those present. However, in order to resolve on the dissolution of the Association and the devolution of the residual assets, the favourable vote of at least three quarters of the members is required (a mandatory provision pursuant to art. 21(3) of the Civil Code).

The Assembly, in both ordinary and extraordinary session, is always chaired by the Association's President in office, in their absence by the Vice President or, failing this, by the member with the greatest "membership seniority" present at the assembly.

Before beginning, the chair of the assembly appoints a secretary who acts as minute-taker.

Professionals or external experts may also attend the assembly, without voting rights, where their presence proves necessary for the discussion and resolution of specific issues.

Voting may take place by show of hands or by secret ballot, at the discretion of the chair of the assembly and subject to the provisions of any implementing regulations.

The assembly's resolutions and the minutes drawn up by the secretary and signed by the latter together with the President are subsequently filed among the records and made available to members for free consultation.
 

Art. 10 – The Executive Committee

The Executive Committee is the executive body of the Association and is therefore responsible for administering and directing the Association; it holds powers of ordinary and extraordinary administration granted to it by law and by the Articles of Association.

The Association's Executive Committee is composed of a minimum of 3 and a maximum of 15 members elected every three years by the ordinary Members' Assembly from among its own members, with the possibility of re-election.

The following may be elected as committee members:

• founding members;

• ordinary members who are up to date with payment of the annual membership fee;

• honorary or meritorious members;

• external persons proposed by the Executive Committee upon the express decision of the President.

Only on the occasion of the first election are the members of the Executive Committee designated directly by the Founding Members upon establishment of the association.

The members of the Executive Committee carry out their activity free of charge, remain in office for 3 years or until resignation, and are eligible for re-election. The Executive Committee has the power to co-opt a member in the event of the death or resignation of one of the committee members from a specific office (President, Vice President, Treasurer, Secretary) in order to arrange for their replacement.

The unjustified absence of a committee member from more than three (3) consecutive meetings of the Executive Committee results in their immediate forfeiture of office. A committee member who has forfeited office is not eligible for re-election.

The replacement of each committee member who has forfeited office or resigned is arranged by designation of the Executive Committee. Should the majority of committee members resign, the entire Executive Committee shall be deemed to have forfeited office and it must be renewed at the Assembly.

The Executive Committee meets at least twice a year and is convened by at least one of the following:

• the President;

• the Secretary;

• at least 3 of the members of the Executive Committee, upon reasoned request;

• at least 30% of the members, upon reasoned written request.

The Committee is convened by the President without any formal requirement, provided that suitable means are used for which proof of receipt by the addressees is available. The Executive Committee is validly constituted when the majority of its members are present.

The Executive Committee has the following tasks:

• to prepare the documents to be submitted to the Members' Assembly in accordance with these Articles of Association;

• to give concrete form to proposals for the management of the Association;

• to draw up the general lines for the planning of activities;

• to approve the annual financial statements, which must contain the individual items of expenditure and income for the financial year, to be submitted to the Assembly;

• to establish the amounts of the annual membership fees for the various categories of member;

• to ensure compliance with the statutory requirements and with any regulations;

• to provide for the ordinary and extraordinary administration of the Association, accounting for its management to the Members' Assembly upon approval of the annual financial statements;

• to prepare and approve any regulations and/or codes of ethics that may become necessary from time to time;

• to resolve on matters relating to the activity programme approved by the Members' Assembly;

• to oversee the organisation of all the Association's activities, including by involving some or all of the Members in carrying them out;

• to adopt acts of a patrimonial and financial nature;

• to confer any delegations of functions on the President, on individual members of the Committee itself or on individual Members, within the limits identified by its own resolution adopted in the forms prescribed by law; and to set up technical committees, project groups, territorial officers and others;

• to elect by majority from among its own members the President, Vice President, Treasurer and Secretary of the Association;

• to resolve on the appointment of Honorary or Meritorious Members (art. 4);

• to accept Members' annual written applications for enrolment (art. 5);

• to intervene and resolve in the event of non-compliant conduct by a Member (art. 6).

The Committee meets validly with the presence of the majority of the committee members in office and votes by simple majority; in the event of a tie, the President's vote prevails. Delegation is not permitted within the Committee.

Minutes must be drawn up for each resolution of the Executive Committee by the Secretary appointed by the Committee itself. The Secretary must keep on file all minutes, together with all other resolutions and documentation of the Association, making them available to Members for free consultation.
 

Art. 11 – The President of the Association

The President remains in office for three years and is the legal representative of the Association for all purposes, as well as chair of the Assembly and of the Executive Committee. They are appointed by the Executive Committee from among its own members.

The President represents the association both before third parties and in legal proceedings, is generally responsible for the smooth running of the association's affairs and looks after the interests of the Association.

The President holds the association's signing authority over acts that bind the Association both towards members and towards third parties, and manages — with the power to sign agreements — relations with bodies, institutions, public and private enterprises and other organisations in order to establish collaborative relationships in support of the Association's individual initiatives.

The President convenes and chairs the Executive Committee, signs all administrative acts performed by the Association, and may open and close bank and postal accounts and carry out collections and payments.

They grant members special powers of attorney for the management of various activities, subject to approval by the Executive Committee.

Without prejudice to the powers of chairmanship vested in them under other provisions of these Articles of Association, the President is responsible for:

• overseeing the implementation of the resolutions of the assembly and of the Executive Committee, maintaining relations with the authorities and public administrations;

• supervising the sound administrative running of the Association;

• ensuring compliance with the Articles of Association, promoting their reform where necessary;

• adopting, in cases of necessity and urgency, any appropriate measure, submitting it for ratification by the competent body at the first available meeting following its adoption;

• exercising any other power granted by law or by the Articles of Association.

Art. 12 – Vice President of the Association

The Vice President of the Association represents the Association in all cases where the President is objectively unable to do so and where they have received a specific delegation from the President.

The Vice President supports the President in all initiatives undertaken by the latter.

The Vice President may not sub-delegate delegated functions without the prior authorisation of the President of the Association.

Where the President deems it appropriate and where their commitments do not allow them to represent the Association in the various activities undertaken from time to time, the Vice President may act personally in place of the President with the same powers, subject to the issue of a specific power of attorney.
 

Art. 13 – The Secretary of the Association

The Secretary of the association is appointed by the Executive Committee from among its own members. They remain in office until the expiry of the Executive Committee's term or until resignation, and may be reconfirmed if re-elected by the Assembly upon renewal of the Executive Committee.

The Secretary, in relation to the powers conferred on them at the time of appointment or provided for by these Articles of Association, may be delegated signing and delegation powers within the scope of the programmes, the defined development guidelines and the budget allocations approved by the Association's Executive Committee.

In particular, the Secretary:

• provides for the organisational and administrative management of the Association, as well as for the organisation and promotion of individual initiatives, arranging the means and instruments necessary for their concrete implementation;

• implements, in matters within their remit, the resolutions of the Executive Committee and the acts of the President, handles correspondence and performs the duties delegated to them by the Executive Committee;

• draws up and maintains the updated list of members enrolled in the Association and their contact details, the enrolment application forms, and the privacy authorisations for the processing of personal data;

• draws up and keeps the minutes of the Committee, keeps and files the minutes of the Assembly, together with all other resolutions, regulations and documents of the Association, making them available to Members for free consultation.

Art. 14 – The Treasurer of the Association

The Treasurer is appointed by the Executive Committee from among its own members. They remain in office until the expiry of the Executive Committee's term or until resignation, and may be reconfirmed if re-elected by the Assembly upon renewal of the Executive Committee.

The Treasurer:

• is responsible for the practical handling of the Association's financial management in accordance with the directives issued by the Executive Committee;

• is responsible for collecting income and annual enrolment fees;

• is responsible for the safekeeping of enrolment fees and other contributions;

• prepares the association's annual final financial statements and reports on the annual expenditure estimates together with the Executive Committee;

• provides for the safekeeping of the Association's property and for expenses, to be paid on the mandate of the Executive Committee or of the President;

• must account for the cash position at the request of the President or of any other member of the Executive Committee;

• may be delegated by the President to sign, with free signing authority, any acts and documents falling within the remit of their specific office, such as the opening, management and closure of the Association's bank or postal account.

Art. 15 – Offices held free of charge

All elective offices of the association are unpaid.

Members holding offices within the association are entitled to any reimbursement of expenses incurred, approved in advance by the Executive Committee, provided that they are duly documented and in the manner and forms established by tax rules and by the applicable legislation.

The distribution, whether direct or indirect, of profits, operating surpluses, funds and reserves in favour of administrators, members, participants and workers or collaborators is prohibited. Profits and operating surpluses shall be allocated to the performance of the statutory activity and/or to increasing the association's assets.

Liability actions against the Administrators of the Association for acts performed by them are resolved by the Assembly and are brought by the new Administrators or by the Liquidators (art. 2941 of the Civil Code).
 

Art. 16 – Assets

The assets of the Association consist of:

• movable and immovable property owned by the Association;

• gifts and contributions expressly allocated to the assets by resolution of the Executive Committee;

• bequests and donations earmarked for the assets;

• provisions and other available assets;

• the endowment fund;

• any other asset or right of which the Association has come into possession on a legitimate basis.

Subsidies, cash gifts, donations and bequests are accepted by the Executive Committee, which resolves on their use in line with the Association's statutory aims.

The assets must be invested so as to obtain the highest possible return compatible with prudent management and with the preservation of their value in the long term.
 

Art. 17 – Income

To fulfil its aims, the Association has the following sources of income:

• annual membership fees paid by Members;

• voluntary payments and donations made by Members, subsidies, gifts, donations or bequests from third parties, not expressly allocated to increasing the endowment fund;

• contributions and gifts from public and private parties, contributions from the State, from public administrations, local authorities and bodies in general, allocated to the implementation of the statutory aims and not expressly earmarked for increasing the assets;

• income deriving from the assets referred to in art. 16;

• proceeds from institutional activities;

• income deriving from any connected or ancillary activities, proceeds from marginal commercial activities carried out for the pursuit of the association's purpose;

• any other income deriving from the association's activity.

Art. 18 – Financial statements

The Association's financial year runs from the first of January to the thirty-first of December of each year.

The final financial statements comprise the economic, balance-sheet and financial position for each financial year, while the budget sets out the presumed requirements for the following year.

The final financial statements must be accompanied by a report illustrating the activity as a whole and the performance of management in the various sectors in which the Association has operated, the investment and provisioning policy, including with reference to individual disbursements made during the financial year.

The budget and the final financial statements are drawn up by the Executive Committee with the assistance of the Treasurer, and submitted for examination by the Members' Assembly in the manner and on the terms set out in these Articles of Association. The final financial statements must be approved by the ordinary Assembly each year by the end of April.

Any profits or operating surpluses must be reinvested exclusively for the purpose of developing activities aimed at pursuing the association's aims. The distribution, including indirect distribution, of profits or operating surpluses, as well as of capital funds, reserves or assets, during the life of the Association is prohibited.
 

Art. 19 – Dissolution

The dissolution of the Association is resolved by the extraordinary Members' Assembly, in the manner and on the terms set out in art. 9 above, for the following reasons:

• achievement of the corporate purpose and/or supervening impossibility of achieving it;

• inability to function due to the loss of the number of members essential for the achievement of its aims;

• any other cause that might compromise the underlying inspirations that animate the Association and/or that might prevent the carrying out of its activity.

Furthermore, the legal entity is extinguished, in addition to the causes provided for in the deed of incorporation and in the articles of association, when all members have ceased to exist.

In the event of dissolution of the Association, the Members' Assembly resolves to which body or association with similar aims, or to which public-benefit purposes, the residual assets are to be devolved, subject in any case to any different provision imposed by the law in force at the time of dissolution.

Committee members may not carry out new transactions as soon as they have been notified of the measure declaring the extinction of the Association or the measure by which the authority has, in accordance with the law, ordered the dissolution of the Association, or as soon as the Assembly has adopted the resolution to dissolve the Association. Should they breach this prohibition, they assume personal and joint liability.
 

Art. 20 – Referral provision

Specific rules on the functioning and implementation of these Articles of Association may be laid down by internal regulations, to be drawn up by the Executive Committee.

For matters not covered by these Articles of Association, reference is made to the provisions of the Civil Code and to all other legal provisions in force on the matter.