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OUR BYLAWS
APS Pandora: Female Ceramic Artists – ETS
ART. 1 – (Name and Location)
In accordance with Legislative Decree 117/2017, as amended, the Civil Code, and relevant regulations, the Third Sector Entity named: <>, which takes the legal form of an unrecognized, nonpartisan, and non-denominational association. The acronyms ’E.T.S.” and “APS” may be automatically included in the name and may be used in dealings with third parties, in legal documents, in correspondence, and in communications with the public only after the organization has been registered in the Single National Register of the Third Sector.
The association has its legal and administrative headquarters in the municipality of Cava de’ Tirreni (SA) at Via G. Mazzini No. 223
The transfer of the registered office does not require an amendment to the articles of incorporation, but does require notification to the relevant authorities.
The association is identified by a logo depicting a three-coiled spiral of different colors, representing life emanating from a heart. This distinctive symbol, which identifies the association, is included in all communications and external events related to the association.
Pursuant to Article 21 of Legislative Decree No. 117 of July 3, 2017, as amended
The APS Pandora Artiste Ceramiste operates on a strictly nonprofit basis; since it is not intended to generate profits, it reinvests all its earnings entirely for organizational purposes.
The Association consists of no fewer than seven members.
ART. 2 (Bylaws)
The A.P.S. Pandora Artiste Ceramiste is governed by these bylaws and operates in accordance with Legislative Decree No. 117 of July 3, 2017, as amended, the relevant implementing regulations, and the general principles of the legal system. The general assembly may adopt implementing regulations for the bylaws to govern more specific organizational matters.
ART. 3 (Effectiveness of the Bylaws)
The bylaws require members of the association to comply with them; they constitute the fundamental rules of conduct governing the association’s activities.
ART. 4 (Interpretation of the Bylaws)
The articles of incorporation are evaluated in accordance with the rules governing contracts and the criteria set forth in Article 12 of the preliminary provisions of the Civil Code.
ART. 5 (Purpose, Objectives, Goals, and Activities)
The association engages exclusively or primarily in one or more activities of general interest for the nonprofit pursuit of civic, solidarity-based, and socially beneficial objectives. In particular, it promotes exhibition, educational, cultural, tourism, economic, and recreational activities that foster an interest in the history, techniques, and regional identity of artistic and artisanal ceramics and the applied arts, with the aim of supporting the cultural and professional autonomy of women ceramic artists. The association also promotes and supports the creation of a professional and cultural network among national and international “female ceramic artists,” aimed at exchanging experiences and highlighting individual skills.
The activity of general interest that the organization intends to carry out—primarily for the benefit of its members, their family members, or third parties, relying primarily on the volunteer work of its members—is, pursuant to Article 5, paragraph 1, of Legislative Decree 117/2017, as amended, ’the organization and management of cultural, artistic, or recreational activities of social interest, including activities—such as publishing—aimed at promoting and disseminating culture and the practice of volunteerism, as well as activities of general interest referred to in the aforementioned Article 5“;
By way of example, but not limited to, these actions will include: the conservation, preservation, and enhancement of the cultural heritage that still exists; supporting the promotion and enhancement of objects of historical and artistic interest as defined by Law No. 1089 of June 1, 1939, No. 1089, and the Code of Cultural Heritage of May 2, 2004, acting as a specialized advisory body providing technical and organizational support for all cultural assets entrusted to it by private individuals and public entities. In particular, the association aims to promote and disseminate the culture and knowledge of ceramic art and craftsmanship practices and activities throughout the country, as well as specific local and international initiatives with which the Association will engage, including through the establishment of regional chapters as specified below.
The goal is to support the advancement of women ceramic artists toward cultural and professional autonomy. The association therefore promotes and supports the creation of a professional and cultural network among national and international “female ceramic artists,” aimed at fostering the exchange of experiences and highlighting the individual skills of these artists, as well as traditional and modern production techniques and the use of various ceramic artifacts.
In accordance with Article 9 of the Italian Constitution: “The Republic promotes the development of culture and scientific and technical research. It protects the landscape and the nation’s historical and artistic heritage,” the association aims to collaborate with all associations, organizations, individuals, and public and private entities.
To this end, the association aims to: – create a space for cultural initiatives that fosters a significant increase in awareness of these ancient arts, both among the general public and within the association itself; – promote cultural exchange and networking initiatives to contribute in every way possible to the preservation and promotion of ceramic art and the applied arts; – organize or participate, within available opportunities, in events, educational sessions, workshops, fairs, exhibitions, public initiatives, and themed markets, thereby promoting the dissemination and visible presence of the works and female ceramic artists; – to promote education, training, courses, continuing education, outreach, meetings, conferences, festivals, and seminars; – to foster the creation of online and relational networks with other associations and professional groups; – to organize and manage documentation and study centers, museum exhibitions—both temporary and permanent—as well as historical-cultural or educational-scientific tourist itineraries;- directly and indirectly oversee the production of books and exhibition catalogs, as well as print and multimedia publications;- conduct inventories and cataloging of ancient and modern ceramics for museum and non-museum exhibitions;- design, set up, and manage temporary exhibition spaces, educational and archaeological parks, galleries, and museums. .
The Association’s purpose is to strengthen and promote the female experience through the works of female ceramic artists, in response to the current challenges posed by the economic and cultural crisis.
The Association highlights the commitment of these female artists and aims to reflect on the role of women in society through a combination of preserving our historical, artistic, and cultural heritage and ongoing creative endeavors.
The Association demonstrates its unwavering commitment to promoting the excellence of our region, focusing on rediscovering and raising awareness of our heritage, fostering (inter)relational synergy, and addressing the ever-growing needs of the contemporary social and economic world. The Association pursues its objectives through its core projects—although the Board of Directors is authorized to launch additional projects if deemed useful—which currently include: the “Ceramica Donna” project, the “Matres International Festival of Women’s Ceramics,” “Pandora Ability,” specifically dedicated to people with disabilities to promote work as a means of social integration but, above all, as an expression and fulfillment of one’s being. The goal is to support the psychological and physical well-being of people with disabilities by integrating them into a specific social and work experience; finally, the “CeramicAlta” project, designed to promote niche ceramic production within the realm of high-end craftsmanship, also as a manifestation of the intent expressed in the signing of the International Charter of High-End Artistic Craftsmanship, of which the Association was the first signatory in Campania and a promoter at the regional level as well. The board of directors is responsible for appointing the organizational leaders of the aforementioned projects solely for the purpose of their implementation. The listed projects are identified by the following logos: ’A” Ceramica Donna Project: the silhouette of a female body with three distinct curved lines simulating hair; Logo ”B” Pandora Ability: the word “ability” features the second ”i’ underlined by the inclusion of the female silhouette from the Ceramica Donna logo. Logo “C” Matres: a stylized image of a matuta seated on a throne divided by five arches, signifying the connection to Campania and the city of Cava de’ Tirreni, and the word “ceramicAlta” for the last project.
Pursuant to Article 6 of the Third Sector Code, the association may engage in activities other than those of general interest, provided that such activities are secondary and instrumental to the latter, in accordance with criteria and limits defined by a specific ministerial decree. These activities are identified by the governing body, which is required to inform the members’ meeting.
The association may also carry out fundraising activities in accordance with the principles of truthfulness, transparency, and fairness toward its supporters and the public, in compliance with the provisions of Article 7 of Legislative Decree 117/2017, as amended.
The social promotion association operates primarily within the Campania Region and, upon resolution of the board of directors, may establish one or more decentralized or branch offices throughout Italy and internationally, with or without organizational and financial autonomy, including for the purpose of promoting and expanding the Association’s objectives. The Central Office may appoint, by resolution of the board of directors for decentralized offices, a member in charge with solely organizational powers. Detached offices, by delegation from the Central Office, established and regulated by resolution of the board of directors, possess financial and organizational autonomy, adopt their own bylaws in accordance with those of the headquarters, with autonomous budgets and statutory bodies, retain 60% of the membership dues for themselves, may receive contributions from the headquarters governed by specific regulations, may receive contributions from entities or individuals, which they manage autonomously in accordance with the guidelines of the central office, and may promote initiatives and/or carry them out in concert with the central office and/or at its express request. Branch offices are required to periodically report on their activities and submit their budget and final financial statements. It should be noted that all activities actually carried out by the Association, in addition to falling within the scope of those provided for by law, remain strictly consistent with the provisions of the bylaws. The pursuit of activities other than those of general interest provided for by current legislation is subject to the condition that they be secondary and instrumental to those of general interest. The Executive Board may subsequently identify such activities and must draw up a detailed list of the various activities that may be undertaken, which must be brought to the attention of all members.
ART. 6 Admission of Members
Members of the association are individuals who, each within their own area of expertise, are involved in artistic ceramics and the applied arts, who share the association’s goals and objectives, and who are committed to carrying out activities of general interest with loyalty, generosity, passion, initiative, and loyalty to the spirit of the association itself, while complying with its provisions and current regulations. The number of members is unlimited but, in any case, may not fall below the minimum number required by law, which is 7 (seven) members. If, after its incorporation, the number of members falls below the required minimum, the association must promptly notify the National Unified Registry Office and restore the membership to the required number within one year.
Admission to the association is decided by the Board of Directors upon application by the interested party, based on non-discriminatory criteria consistent with the association’s objectives and activities of general interest. The decision is communicated to the interested party and recorded in the membership register. If the application is rejected, the governing body shall notify the applicant of the decision within 15 days, providing a rationale. The prospective member may, within 15 days of receiving such notification of rejection, request that the General Assembly rule on the application at its next meeting. Membership is granted for an indefinite term, subject to the right of withdrawal. There is no category of temporary members.
Membership dues are non-transferable, non-refundable, and non-revaluable. Members are classified as follows:
a) Founders: individuals who signed the articles of incorporation and the bylaws, who remain members of the Association, and who have the same rights as ordinary members; b) Ordinary Members: individuals who are active in the field of artistic and artisanal ceramics and the applied arts and who wish to join the association by contributing their personal and professional commitment.
c) Supporters: individuals who, through their work, donations, collaboration, or other forms of participation, contribute to the association’s activities and pay special, one-time contributions as determined by the Board of Directors;
d) Honorary Members: individuals who have distinguished themselves in a particularly notable way within the association’s field of interest. The Board of Directors, acting unanimously upon the proposal of at least one of its members, grants this honorary status,
e) Eligible for special status as members of a Protected Category, without having to pay membership dues and subject only to a final review.
The Board of Directors may, by resolution, divide the members into:
Senior, b) Master, and c) Junior, and similar designations, solely for the purpose of recognizing the various experiences and skills acquired by members in this field.
Although it has had various names in the past, the association’s structure is unique and uniform, based on the principles of democracy and equality, and the association guarantees equal rights and duties for its members.
ART. 7 (Rights and Duties of Members)
Members have equal rights and responsibilities. If they are of legal age, they have the right to
ART. 8 (Volunteers and Volunteer Activities)
Volunteer members carry out their activities for the benefit of the community and the common good in a personal, spontaneous, and unpaid manner, without any profit motive—not even indirect—and exclusively for the sake of solidarity.
Volunteer membership is incompatible with any form of employment—whether as an employee or a self-employed individual—and with any other paid working relationship with the association.
The work performed by a volunteer member may not be compensated in any way, not even by the beneficiary. Volunteer members may be reimbursed only for expenses that are: actually incurred and documented in connection with the work performed, within the maximum limits and under the conditions established in advance by the association. Lump-sum expense reimbursements are prohibited.
ART. 9 (Loss of Member Status)
Membership is terminated upon death, resignation, or expulsion.
A member may withdraw from the association by providing written notice to the governing body. A member who seriously violates the duties established by the bylaws may be expelled from the association. All members have the same rights and duties; any exceptional restrictions, limitations, or expulsions must be justified and strictly related to the need to pursue the association’s stated goals of social promotion. Such restrictions, limitations, or expulsions are decided by the Board of Directors. Expulsion is decided by the Board of Directors through a secret ballot and after hearing the member’s defense. The decision to expel a member must be properly communicated to the member and ratified by the General Assembly.
A member may appeal to the Members’ Meeting within three months of the date of notification of the resolution to expel the member.
ART. 10 (Corporate Bodies)
The association’s governing bodies are:
• Members' Meeting
• Board of Directors
• President
• Supervisory Body
• Audit Committee
ART. 11 (The Meeting)
The general meeting is composed of the association’s members who are listed in the membership register and are up to date with their membership dues as of December 31 of each year. All members who have been listed in the membership register for at least three months are entitled to vote.
It is the sovereign body. Founding Members and Ordinary Members each have the right to one vote and may be represented by another member by granting a written proxy, which may also be provided at the bottom of the notice of meeting. Each member may represent up to a maximum of two other members. Article 2373 of the Civil Code applies, to the extent compatible. Supporting members, honorary members, and minors may participate in the proceedings of the general meeting but have the right to speak only in an advisory capacity. The general meeting is presided over by the President of the association or, in his or her absence, by the Vice President or a person appointed as chair by those present at the meeting.
It is convened at least once a year by the President of the association or the person acting in his or her stead for the approval of the financial statements or final accounts, by means of a written notice to be sent at least 15 days prior to the date set for the meeting and containing the date, time, and place of the meeting, the agenda, and the date of any second call, if applicable.
Such notification may be sent by letter, email, or text message to the contact information listed in the membership directory and/or in the Association’s website—Restricted Area, if available.
The General Assembly is also convened at the request of at least one-tenth of the members or when the Board of Directors deems it necessary.
Both Ordinary and Extraordinary Meetings may be held online via a videoconferencing platform in accordance with applicable regulations, provided that the identity of each member is verified and that all participants are permitted to take part in the discussion and simultaneous voting (meaning voting during the same session) on the items on the agenda.
Votes are taken openly, by a show of hands, unless a majority requests a roll call vote, and except for those concerning individuals. Minutes of the assembly meetings are drawn up, signed by the President and the minute-taker, and kept at the association’s headquarters. The General Assembly may be either an ordinary or an extraordinary meeting. An extraordinary meeting is one convened to amend the bylaws or dissolve the association. An ordinary meeting is held in all other cases.
ART. 12 (Duties of the Assembly)
The meeting:
• establishes the general policy guidelines for the association's activities;
• approves the financial statements and the social report, when applicable;
• appoints and removes members of the Association’s governing bodies, including the Association’s President
• appoints and removes, where applicable, the Supervisory Body and the entity responsible for the statutory audit
• decides on the liability of members of the corporate bodies and initiates liability proceedings against them;
• decides on the expulsion of members and, in the event of an appeal by such members;
• decides on amendments to the articles of incorporation or the bylaws;
• approves any rules governing the proceedings of the meeting;
• resolves to dissolve, reorganize, merge, or split the association;
• Decides, upon a proposal from the Board of Directors, on the possible establishment of a Technical Committee that serves in an advisory capacity—including on tax matters—with respect to decisions falling within the Board of Directors’ purview; the Board of Directors shall, through specific regulations, govern the committee’s composition, purposes, and functions
• determines the amount of membership dues
• decides on other matters assigned to its jurisdiction by law, the articles of incorporation, or the bylaws
ART. 13 (Ordinary Meeting)
The ordinary meeting is duly convened on first call with the presence of half plus one of the members, present in person or by proxy, and on second call regardless of the number of members present, whether in person or by proxy. The General Assembly makes decisions by a majority of the votes of those present. Voting by mail or via videoconference on a designated platform is permitted, provided that the member’s identity can be verified and on the condition that participants are allowed to take part in the discussion and vote simultaneously (meaning voting during the same session) on the items on the agenda. Members of the Board of Directors do not have the right to vote on resolutions concerning their own liability.
RT.14 (Special Meeting)
The extraordinary meeting, which convenes in accordance with the voting procedures set forth in Articles 11 and 13, amends the association’s bylaws in first and second call—the latter taking place at least 6 hours later— by an absolute majority of the members and with the affirmative vote of an absolute majority of those present—either in person or by proxy, WITH A MAXIMUM OF TWO PROXIES PER MEMBER—and resolves on the dissolution, liquidation, and distribution of the association’s assets with the affirmative vote of at least two-thirds of the members
ART. 15 (Executive Board)
The governing body manages the association and acts in accordance with the decisions and general guidelines of the general assembly, to which it is directly accountable and by which it may be removed from office. The Executive Board consists of between 5 and 9 members elected by the General Assembly from among individual members with voting rights. Article 2382 of the Civil Code applies. The Executive Board serves a term of 5 (five) years, and its members may be reelected without any limit on the number of terms.
The Board of Directors is validly constituted when a majority of its members are present. Resolutions are adopted by a majority of those present; in the event of a tie, the Chairperson’s vote prevails. In the event of a conflict of interest involving Directors, Article 2475-ter of the Civil Code applies. It performs all acts of ordinary and extraordinary administration that are not, by law or by the Articles of Incorporation, the exclusive responsibility of the shareholders’ meeting. In particular, among other duties:
• manages the association,
• implements the resolutions of the shareholders’ meeting,
• prepares the financial statements and, if required, the social report; submits them to the shareholders’ meeting for approval; and handles any additional legal requirements,
• prepares all the information needed by the shareholders’ meeting for the financial forecast and planning for the fiscal year,
• enters into all agreements and contracts related to the association’s activities,
• maintains the corporate books within its purview,
• is responsible for fulfilling the requirements related to registration in the RUNTS,
• governs the admission and expulsion of members
• accepts or rejects applications from prospective members
• has the authority to establish technical committees and any other bodies it deems necessary for the association’s activities; in particular, to update and enhance the effectiveness of its work, subject to the approval of the General Assembly.
• The power of representation granted to board members is general in nature; therefore, any limitations on that power are not enforceable against third parties unless they are recorded in the Single National Registry of the Third Sector or unless it is proven that the third parties were aware of them.
The president of the association is the chair of the Board of Directors and is appointed by the general assembly along with the other members of the Board of Directors.
In the event that, due to resignation or other reasons, one or more members of the Board of Directors cease to hold office, the Board of Directors may fill the vacancies by appointing the next in line among those who were not elected.
ART. 16 (The President, the Vice President, the Secretary, and the Treasurer)
The President is elected by the assembly by a majority vote of those present, legally represents the association, and performs all acts that bind the association externally. The President coordinates the association’s activities, works with the other governing bodies to identify initiatives to be undertaken to achieve the association’s stated purpose, actively participates in promoting these initiatives, and represents the association before third parties and in court. The President serves for the same term as the Board of Directors and may be reelected without limitation on the number of terms; the President’s term ends upon expiration of the term, voluntary resignation, or possible removal by the General Assembly. At least one month before the end of the term, the President shall convene the General Assembly to elect the new President and the Board of Directors. The President convenes and presides over the General Assembly and the Board of Directors, carries out day-to-day management, and—subject to a resolution by the Board of Directors—carries out special management tasks; based on the directives received, the President reports on the activities carried out. The President appoints the Secretary, and the Board of Directors appoints from among its members a ViceVice President and a Treasurer from among its members, whose terms expire at the end of the President’s term.
In addition to performing all duties related to the position, the Secretary takes the minutes of meetings, handles administrative matters, maintains the Association’s books, keeps them up to date, and performs any other tasks the Board of Directors may delegate to him or her. The Treasurer manages the Association’s assets, maintains the accounts, and handles the collection of funds and payment of operating expenses. The Treasurer oversees all commercial and tax-related transactions. The Treasurer manages the Association’s cash flow and maintains its accounts; performs the necessary audits; and oversees the maintenance of the accounting records;
prepares, from an accounting standpoint, the final financial statements, accompanied by an appropriate accounting report.
By resolution of the Board of Directors, he is authorized to make withdrawals and payments related to routine administrative matters.
The Vice President assists the President and acts as his or her substitute in all duties whenever the President is unable to perform his or her functions.
ART. 17 (Audit Committee)
The supervisory body, even if consisting of a single member, is appointed in the cases and in the manner provided for in Article 30 of Legislative Decree 117/2017, as amended. The supervisory body:
• ensures compliance with the law, the bylaws, and the principles of sound administration;
• monitors the adequacy of the organizational, administrative, and accounting structure and ensures its effective operation
• monitors compliance with the organization’s civic, solidarity-based, and social-benefit objectives
• certifies that the social report has been prepared in accordance with the guidelines set forth in Article 14. The social report documents the results of the monitoring conducted.
A member of the supervisory body may at any time conduct inspections and audits and, for that purpose, may request information from the directors regarding the progress of the company’s operations or specific matters.
ART. 18 (Statutory Auditors)
He is appointed in the cases and in the manner provided for in Article 31 of Legislative Decree 117/201, as amended, and consists of an auditor registered in the relevant registry.
Art. 19 (Corporate Records)
The association is required to maintain the following corporate records:
a) The membership roster is maintained by the Board of Directors
(b) the book of meetings and resolutions of the shareholders’ meetings, in which the minutes drawn up as public deeds must also be transcribed,
(c) the minutes of the meetings and resolutions of the Board of Directors, the supervisory body, and other corporate bodies, maintained by the respective body;
d) the register of volunteers and employees maintained by the Board of Directors. All members who are current with their membership dues have the right to inspect the organization’s records kept at its registered office within 15 days of the date of the request submitted to the Board of Directors.
ART. 20 (Financial Resources)
The association's financial resources consist of:
• membership dues;
• public and private funding;
• donations and bequests;
• investment income;
• fundraising activities;
• reimbursements under agreements;
• any other revenue permitted under Legislative Decree No. 117/2017, as amended.
ART. 21 (Property)
The association’s assets consist of real property, registered personal property, and personal property. Real property and registered personal property may be acquired by the association and are registered in the association’s name. Real property, registered personal property, and personal property located at the association’s headquarters are listed in the inventory, which is kept at the association’s headquarters and may be consulted by members.
ART. 22 (Prohibition on the Distribution of Profits and Requirement to Use Assets)
The association is prohibited from distributing, even indirectly, profits and operating surpluses, as well as funds, reserves, or capital during its existence, pursuant to Article 8, paragraph 2, of Legislative Decree 117/2017, as amended. It is also required to use its assets—including any revenues, income, proceeds, or receipts, however named—to carry out the activities set forth in its bylaws for the sole purpose of achieving its stated objectives.
ART. 23 (Budget)
The association’s financial year is annual and begins on January 1 of each year. It is prepared in accordance with Articles 13 and 87 of Legislative Decree 117/2017, as amended, and the relevant implementing regulations, and must present a true and fair view of the association’s economic and financial performance. The financial statements are prepared by the Board of Directors and approved by the ordinary general meeting within 4 months of the end of the fiscal year to which the statements refer, and filed with the Single National Registry of the Third Sector by June 30 of each year.
ART. 24 (Social Report)
It is prepared in the cases and in the manner provided for in Article 14 of Legislative Decree No. 117/2017, as amended.
ART. 25 (Agreements)
The agreements between the social promotion association and public administrations referred to in Article 56, paragraph 1, of Legislative Decree 117/2017, as amended are approved by the Board of Directors, which also determines the procedures for their implementation, and are entered into by the President of the association, as its legal representative.
A copy of each agreement is kept by the president at the association’s headquarters.
ART. 26 (Paid Staff)
Social promotion associations may—pursuant to Article 36 of Legislative Decree 117/2017, as amended—– hire employees or engage in self-employment or other forms of work, including that of its members, subject to the provisions of Article 17, paragraph 5, only when necessary for the purpose of carrying out activities relevant to the pursuit of its objectives. In any case, the number of volunteers engaged in the activities may not exceed fifty percent of the total number of volunteers or five percent of the total number of members. The relationships between the association and its paid staff are governed by law and by specific regulations adopted by the association.
ART. 27 (Liability and Insurance of Volunteer Members)
Volunteer members who perform volunteer work are insured for
illness, injury, and third-party liability pursuant to Article 18
of Legislative Decree No. 117/2017, as amended and supplemented.
ART. 28 (Liability of the Association)
Third parties may assert their rights against the association’s common fund with respect to obligations incurred by persons acting on behalf of the association. The persons who acted in the name and on behalf of the association are personally and jointly liable for such obligations.
ART. 29 (Association Insurance)
A social promotion association may obtain insurance coverage for damages arising from the association’s contractual and non-contractual liability.
ART. 30 (Devolution of Assets)
The Association is established for an indefinite term. In the event of its termination or dissolution, the
Any remaining assets shall be transferred—unless otherwise required by law—to other third-sector entities, in accordance with the provisions of Article 9 of Legislative Decree No. 117/2017, as amended.
ART. 31 (Final Provisions)
For matters not covered by these bylaws, reference shall be made to the applicable laws and regulations and to the general principles of the legal system.
ART. 32 (Transitional Provision)
1. All requirements related to registration in the Single National Registry of the Third Sector apply once the RUNTS becomes operational.
2. The acronym ETS (THIRD-SECTOR ORGANIZATION) may be automatically included in the organization’s name and may be used in dealings with third parties, in official documents, in correspondence, and in communications with the public only after the organization has been registered in the Single National Registry of the Third Sector.
Bylaws Approved by the Shareholders’ Meeting on December 21, 2020