SECTION I
Art. 1 – Denomination
The National Association of Italian Music Publishers – called F.E.M. (Federazione Editori Musicali) is established.
The Association adopts the confederation’s Ethical Code , making it an integral part of this Statute and an inspiration for its organisation and behaviour, as well as committing its members to respecting them.
Art. 2 – Object
The FEM is a national, apolitical and non-profit making association. It serves the following purposes:
a. forming a strong organisation of Italian and international music publishers involved in on-going professional activities in the field of music publishing;
b. defending the aforementioned publishers, both in Italy and abroad, from other Organisations and third parties in general, by supporting their general interests as well as their technical, artistic and economic development;
c. examining technical, economic, juridical and social issues affecting the music publishing trade, both nationally and internationally, in order to find the best possible solutions;
d. conceiving and putting into effect different methods from those managed by the S.I.A.E and/or by other associations for the collective management of rights, aiming to defend the commercial exploitation rights of musical works;
e. creating agreements with other Organisations and Associations, as well as with entrepreneurial, commercial and trade union sectors;
f. establishing appropriate contacts with similar foreign Unions, Organisations and Associations, in order to create special agreements aiming to regulate any technical, artistic, economic and juridical relationships that may interest its Members.
g. promoting musical culture within the country, both directly and through collaborations with the appointed institutions, or with other organisations and associations with similar aims, by supporting the acknowledgement and appreciation, as well as the educational, cultural and formative role of music in Italian society .
Art. 3 – Headquarters and duration
The Association is based in Milan and will last until December 31st, 2050 . Its Managing Board may appoint or change the location of the Association headquarters within the city; it may also create secondary branches, in the city or elsewhere.
SECTION II
Chapter I – Regular Members
Art. 4 – Regular members
All Italian and international music publishers involved in on-going professional activities in the field of music publishing who, upon submitting their membership application, meet the following requirements, may join the Association :
I. they are duly enrolled in the S.I.A.E. and/or in another association for the collective management of rights as music publishers ;
II. they are not involved with other associations serving the same purposes as the F.E.M.
Chapter II – Membership Application
Art. 5 – Membership Application
Membership application to the Association must be submitted to its President, who in turn will submit it for approval to the Managing Board during the first meeting immediately following its proposal.
Membership is valid from the moment of its approval.
Membership application entails the acceptance of the Association’s Statute and its Ethical Code.
If membership is denied, the candidate may appeal to the Board of Arbitrators; the appeal does not have suspensive effect.
Admission to the Association or discontinuance of membership must be notified to all members of the Association in a timely manner.
By applying to be admitted, any perspective member automatically commits to respecting any decision that the Association bodies may adopt in accordance with law and with the Statute, as well as to paying the annual fee and, whenever required, any extraordinary fee. The Managing Board will deliberate, irrevocably and at its sole incontestable discretion, on membership applications. The Managing Board is not obliged to provide any justification nor explanation regarding its final decision.
Art. 6 – Documents to be enclosed with membership application
Together with their membership application, candidates must submit:
a. a certificate confirming their enrolment in the S.I.A.E. and/or in another association for the collective management of rights, indicating their title and seniority of registration;
b. appropriate documentation certifying the amount of revenue collected through the S.I.A.E. and/or through another association for the collective management of rights in the solar year preceding the year of submission of the application itself.
Art. 7 – Members’ rights and obligations
Each Member has the right to enjoy the institutional, representative and service benefits provided by the Association.
Member companies who comply with the payment of the annual membership fee, moreover, have the right to vote and to stand as a candidate within the bodies of the Association.
Finally, each member has the right to have their participation to the Association certified.
Enrolment in the Association involves the obligation to respect this Statute, as well as its ethical Code;
The activities of member companies must be carried out in accordance to the principles of professional and entrepreneurial ethics, and must not damage the image of the profession protected by the Association, nor of any of its participants.
Specifically, members must:
- actively participate in Association activities;
- not be a part of any national Associations created to serve similar purposes, with the caveat that this rule applies only to the Association’s members and not to its supporters;
- pay a membership fee to the Association, the amount of which shall be determined by the General Member Assembly for each solar year, on a proposal from the Managing Board; the fee must be paid annually, at the start of each solar year; should enrolment happen over the course of the year, an accrual equal to the remaining months until the end of the solar year will be calculated at the time of registration.
Art. 8 – One-year membership duration
Membership has a duration of one year, and will be considered renewed every year, unless members notify cancellation by registered post, in a letter delivered at least two months before the end of each year.
SECTION III – SUPPORTERS
Art. 9 – Supporters
Those who, lacking the requirements to become Members, operate in various ways within the publishing and music sector and share the purposes of the Association as set out in art. 2 of this Statute, supporting and assisting its aims and institutional action, may be admitted to the Association as Supporters.
Admission of candidates to this category is determined in accordance with rules for Members set out in art. 5. The amount of the fee for supporters will be determined on a case-by-case basis for each solar year by the Assembly, based on a proposal by the Directive Council.
Supporters are subject to any other Statute disposition (including articles n. 7, 32 and 35 , in the sections that are applicable to them) as well as to the decisions of the Association Bodies, all of them as applicable.
SECTION IV – ASSOCIATION BODIES
Art. 10 – Association Bodies
The Association Bodies are:
- its General Members Assembly
- its Managing Board
- its President
- its Vice Presidents
- its Presidential Committee
- its Supervisory Body and/or Board of Auditors
- its Secretary
- its Treasurer
Art. 11 – Association President
The President is elected in an Ordinary General Assembly, on a proposal from the Managing Board.
To this end, at least two months before the mandate of the current President expires, the Presidential Committee, confidentially and with no input from the sitting President, will begin a consultation among members in order to gather proposals aiming to the selection of one or more candidates enjoying support from their peers.
The Committee then submits the results to the Managing Board,
Based on the Presidential Committee report, the Managing Board then selects a candidate to propose to the General Members Assembly.
The Assembly elects the President by voting on this proposal. Should the candidate be turned down, the designation procedure must be repeated.
Presidents - who may be found among individuals outside the Association, so long as they have a solid, verified and honest competence and experience in the field of actions of the Association itself - serve a term of three years, and can be re-elected . Their following re-elections, if any, must be determined by the favourable vote of at least two-thirds of the votes of all Members.
The President legally represents the Association before third parties and in legal proceedings, and has the power to appear and to be defended in legal proceedings, appointing lawyers and attorneys for lawsuits. He also performs all functions and tasks as set out in this Statute.
The President supervises, coordinates and controls the activities of Vice Presidents and of members of the Managing Board, to whom he may delegate, individually or in groups, some of his responsibilities, by giving authorization for the performance of each task in the normal course of management activities.
In the event of his absence or inability, the President’s duties must be performed by the oldest Vice President .
In the event of the President’s sudden disappearance, a meeting for the new election must be held within six months, and the newly elected President must remain in office until the Ordinary General Assembly marking the end of his predecessor’s term.
The Managing Board may provide for the President’s compensation in exchange for the duties performed as part of the Association’s activities. The amount of compensation will be established by the Managing board and communicated to the Ordinary Assembly as the budget is being approved.
Like all Association offices, the President will be reimbursed for any expense he may face during his activities as a representative of the Association, in accordance with the decisions of the Managing Board .
Art. 12 – Association Vice Presidents
In the realization of his three-year activity program, as well as in the leadership and representation of the Association, the President is assisted by a varying number of Vice Presidents, up to a maximum of four.
To this end,before the Presidential election Assembly takes place, the designated President submits his general mandate guidelines during a meeting with the Managing Board, outlines his three-year activities program and proposes candidates for the roles of Vice Presidents.
The Managing Board votes on the program and on the Vice Presidents, so that the Assembly can deliberate on them.
Subsequently, the Assembly votes on the President, the program, the Vice Presidents and the related proxies.
Such proxies may concern the detailed study of issues and the solution of problems, as well as the implementation of programs regarding Association activities.
Vice Presidents serve a term of three years, their mandate expiring at the same time as the President’s; should the President end his mandate for any other reason, the Vice Presidents’ mandate will expire with the designation of a successor.
In the event of their sudden disappearance during their three-year mandate, Vice Presidents are replaced by the Managing Board on a proposal from the President, and hold their office until the end of the President’s mandate.
Art. 13 – Presidential Committee
The Presidential Committee is formed: i) by the President; ii) by Vice Presidents; iii) by the Past Presidents; its role is to establish short-term Association goals, manage activities and verify their results as directed by the Assembly and the Managing Board. The committee appoints and dismisses Commissions and Work Groups, approves the President’s proposals on the Association structure and personnel in order to ensure its functioning, and in case of emergency exercises Managing Board powers, the latter subject to further ratification.
Art. 14 – Association Treasurer
The Treasurer manages Association funds and keeps suitable accounts; he also manages the collection and accounting of membership fees, ensures the regularity of bookkeeping and accounts, participates in Managing Board and Board of Auditors meetings, and supports the Managing Board in drawing up the budget and balance sheets of the Association as well as its financial statement, ensuring both documents are accompanied by a suitable report on accounting items. The role of Treasurer can be performed alongside another role within the Association, and can be entrusted to third parties outside the Association itself
Art. 15 – Ordinary General Members Assembly
The General Members Assembly is formed by all members who comply with the payment of the annual membership fee.
The Ordinary General Members Assembly:
a. approves the budget and balance sheets;
b. appoints the Association President and Vice Presidents;
c. appoints the elective members of the Managing Board;
d. appoints the permanent and deputy members of the Board of Auditors;
e. lays down general guidelines that the Association must comply with regarding member activities;
f. ratifies Managing Board proposals as to the amount of membership fees;
g. deliberates on any other issue the Managing Board may raise;
An Ordinary General Members Assembly must be convened at least twice a year, once within the first semester of the year, for the examination and approval of the balance sheet, and once again before the end of the year, for the examination and approval of the budget sheet
Art. 16 – Extraordinary General Member Assembly
The Extraordinary General Member Assembly deliberates on changes to the Statute and on the early termination on the Association, by appointing one or more liquidators.
Art. 17 – Convening of the Ordinary-Extraordinary General Member Assembly
A General Member Assembly that is both Ordinary and Extraordinary may be convened by the Association President, not necessarily in the Association headquarters, by means of a notice to be sent by email:
to all members’ email addresses, , as indicated on their admission request .
The convening notice mentioned in the previous paragraph:
a. must include the order of the day indicating the issues to discuss;
b. must be sent out to members, with the exception of the instance described art. 19, at least eight days before the appointed date for an ordinary Assembly, and at least ten days before the appointed date for an extraordinary Assembly.
Art. 18 – Convening by Member request
By written request of a number of members representing at least a third of all members with the right to vote, the Association president may convene both an ordinary and extraordinary Assembly. An extraordinary Assembly may also be convened by the majority of the Managing Board. The convened Assembly must be notified to members under the same means and timing conditions set out in art. 17.
Art. 19 – Emergency convening
In cases of emergency, both terms set out in point «b» of art. 17, may be reduced by the Association President to three free working days.
Art. 20 – Constitution of an Ordinary Assembly and voting majorities
An Ordinary General Members Assembly may be chaired by the Association President, by one of its Vice Presidents, or by a person appointed by members in attendance.
A regular Ordinary General Members Assembly is formed by as many Members as to represent more than half the Members having the right to vote; after one hour, however, a valid Ordinary General Members Assembly can be formed by any number of Members having the right to vote as are in attendance.
An Ordinary General Members Assembly can also be held, at the discretion of the summoning party, , by means of a videoconference, that is to say with audio and video connection to interventions occurring in different places (so long as the participants’ identities are guaranteed, as well as their participation and the exercise of voting rights under the mandatory principles of collegiality, good faith and parity of treatment), or exclusively through means of long-distance communication, which may even omit the notification of the physical place of holding but must communicate - not necessarily before sending out the notice of summons, but mandatorily before the meeting itself takes place - the technical specifications for the connection; in this instance, it will not be necessary for the Assembly President and Secretary to be physically present in the same place (and the Assembly minutes will be written up afterwards, and undersigned by the President and Secretary or by a Notary in case the minutes are public).
Unless a different majority is required, decisions are taken by a majority vote of those attending. In the event of a tied vote, the debate on the issue voted upon shall be postponed to the following meeting. Voting systems are established by the Assembly chairperson. The President (or, if he is absent or impeded, one of the Vice Presidents acting in his stead), will verify the correctness of its constitution, regulate its execution and certify the result of its votes.
Art. 21 – Constitution of an extraordinary assembly and voting majorities
An Extraordinary General Members Assembly may be chaired by the Association President, by one of its Vice Presidents, or by a person appointed by members in attendance.
A regular Extraordinary General Members Assembly is formed by as many Members as to represent at least two thirds of the Members having the right to vote; its decisions are taken by the majority vote of as many members as to represent the majority of all present members having the right to vote.
An Extraordinary General Members Assembly can also be held, at the discretion of summoning party , by means of a videoconference, that is to say with audio and video connection to interventions occurring in different places (so long as the participants’ identities are guaranteed, as well as their participation and the exercise of voting rights under the mandatory principles of collegiality, good faith and parity of treatment), or exclusively through means of long-distance communication, which may even omit the notification of the physical place of holding but must communicate - not necessarily before sending out the notice of summons, but mandatorily before the meeting itself takes place - the technical specifications for the connection; in this instance, it will not be necessary for the Assembly President and Secretary to be physically present in the same place (and the Assembly minutes will be written up afterwards, and undersigned by the President and Secretary or by a Notary in case the minutes are public).
Art. 22 – New convening of an extraordinary assembly
If attending members do not altogether guarantee the number of votes required by art. 21, the Assembly must be convened again.
On its second convening, a regular Extraordinary Assembly is formed and deliberates with the same majorities set out in art. 21.
Art. 23 – Right to speak in assemblies and proxies
All members who comply with the payment of the annual membership fees have a right to speak during assemblies. Each company may be represented by another member company, and may represent no more than five other companies by means of written proxy.
Art. 24 – Right to voce
Each member is entitled to a single vote.
Moreover, every single member is also entitled to a number of votes in proportion to their S.I.A.E. revenue for the solar year preceding the year when the assembly takes place, based on the following criteria:
- members belonging to the Music Department are entitled to one vote for every 52.000,00 euros (fifty-two thousand euros and zero cents) of revenue accredited by the S.I.A.E. and/or by another association for the collective management of rights, in the solar year preceding the year when the Assembly takes place;
- members belonging to the Opera Department are entitled to one vote for every 13.000,00 euros (thirteen thousand euros and zero cents) of revenue accredited by the S.I.A.E. in the solar year preceding the year when the Assembly takes place;
- members belonging to another association for the collective management of rights, are entitled to one vote for every 52.000,00 euros (fifty-two thousand euros and zero cents) of revenue accredited by the association in the solar year preceding the year when the Assembly takes place;
Members belonging to more than one department are allowed to combine the votes they are entitled to, as part of both the Music Department and the Opera Department.
Individual companies benefiting from the “groups of companies” criteria for the determination of their annual membership fee, are entitled to a number of votes in proportion only to the part of SIAE revenue, or revenue from another association for the collective management of rights, taken into account to calculate their own membership fee.
Every single Member, in order to establish the number of votes they are entitled to, may supplement the documents described in point «b» of art. 6, should the revenue of the year preceding the year of the Assembly entitle them to more votes than those allowed by the aforementioned documentation.
The right described in the previous paragraph must be exercised at least one month before the day of the Assembly, and the supplementing documents must be mailed via registered post.
The number of votes allotted to each member company is noted down on a dedicated digital document, written and updated by the Secretary, which will be either shared when notifying the convening of a meeting, or in a subsequent email. T he Association informs member companies about the number of votes they are entitled to, and makes the related documentation available for their perusal.
Art. 25 – Managing Board – appointment and responsibilities
The Managing Board is formed by:
- the President;
- the Vice Presidents
- from a minimum of five to a maximum of ten members, appointed by the General Member Assembly and chosen among the representatives of companies that are part of the Association.
The Managing Board is invested of all decisional power on any initiatives and criteria to be followed for the achievement and implementation of the association’s aims, as well as on its direction and administration, both ordinary and extra-ordinary.
Namely, the Managing Board is responsible for:
b. proposing a President to the Assembly;
c. deliberating on the acceptance of membership application and termination of the Association, as well as on the acceptance and termination of Supporters membership and on the acceptance and termination of membership, once the relevant paperwork is filed;
d. managing, in accordance with the decisions and instructions from the General Assembly, the achievement of statutory purposes, as well as examining all general issues, guiding and directing Association activities;
e. deciding sanctions against members as set out in art. 33;
f. approving the budget and balance sheets to be submitted to the Assembly for approval;
g. estimating and presenting to the Assembly the amount of membership fees, their increase or reduction, as well as determining any possible extra fee;
h . appointing, not necessarily among its members, the Association Treasurer and Secretary;
i . appointing consultants to assist, if needed, the Association President, Vice Presidents and Managing Board, in the examination and solution of different trade issues;
j . appointing Association representatives to organisations and institutions among its members, defining the features of such roles and the arrangements for reporting on the activities they undertake;
k . authorizing the President to enter into agreements with other Organisations, Associations and professional sectors, both on a national and an international level.
l . carrying out any other task set out in this Statute;
m . promoting and putting into action anything else that may be seen as useful to the achievement of statutory purposes, and to the encouragement of participation in Association activities.
Art. 26 – Managing Board – convening
The Managing Board is convened at least once every four months by the Association President or, in the event of his absence or inability, by the Association Vice President acting on his behalf as set out in art. 12.
The Managing Board is also convened:
a. whenever the Association President, or the Vice President on his behalf, sees fit;
b. whenever required by at least three members of the Managing Board.
The Managing Board must be convened via email detailing the order of the day indicating the issues to discuss. Such notices must be sent to every single Managing Board member at least five days before the appointed meeting date. In cases of particular urgency, the aforementioned term may be reduced to three free working days by the Association President or by whoever acts on his behalf.
Art. 27 – Managing Board – Right to Speak
Auditors, Arbitrators and consulting experts on the issues listed in the order of the day may be invited to Managing Board meetings, if the topics discussed require it. The President may also extend this invitation to individuals not belonging to the Managing Board, according to the contribution they may offer on the subjects at hand.
Art. 28 – Managing Board – meetings
For Managing Board meetings to be considered valid, thirty minutes after the time indicated on the meeting notice, it is sufficient that the majority of members are in attendance, including the Association President or at least one of the Vice Presidents acting on his behalf.
An Managing Board Meeting can also be held, at the discretion of the Managing Board, by means of a videoconference, that is to say with audio and video connection to interventions occurring in different places (so long as the participants’ identities are guaranteed, as well as their participation and the exercise of voting rights under the mandatory principles of collegiality, good faith and parity of treatment), or exclusively through means of long-distance communication, which may even omit the notification of the physical place of holding but must communicate - not necessarily before sending out the notice of summons, but mandatorily before the meeting itself takes place - the technical specifications for the connection; in this instance, it will not be necessary for the Assembly President and Secretary to be physically present in the same place (and the Assembly minutes will be written up afterwards, and undersigned by the President and Secretary or by a Notary in case the minutes are public). The President (or, if he is absent or impeded, one of the Vice Presidents acting in his stead), will verify the correctness of its constitution, regulate its execution and certify the result of its votes.
Decisions described in point "b " of art. 25 must be adopted based on the favourable vote of at least two-thirds of Managing Board members.
Managing Board decisions shall be put on record and undersigned by the Association President (or, in the event of his absence or inability, by one of the Association Vice Presidents acting on his behalf) as well as by a secretary. Meeting records must include the Board’s decisions and a list of its activities.
Art. 29 – Secretary – functions and duties
The Secretary is appointed by the Managing Board and, under its supervision, has a duty to organise activities aiming to the achievement of Association purposes.
The Secretary:
- is responsible for the organisation of the Association;
- manages and coordinates the implementation of decisions taken by Association bodies as well as the functioning of Association structures;
- acts as a secretary during Assemblies and Managing Board meetings, keeping record and preparing documents for their convening;
- informs members of the decisions and guidelines issued by Association bodies;
- keeps and updates the Members mailing list.
As well as being reimbursed for any expense incurred for Association purposes, the Secretary may also receive a salary the amount of which will be determined by the Managing board on a proposal from the President, in agreement with the Vice Presidents.The role of Secretary can be performed alongside other roles within the Association.
Art. 30 – Supervisory Body and/or Board of Auditors – members
If required by law, the Assembly must nominate a Supervisory Body, consisting of a Board of Auditors consisting of three members.
The Assembly may nominate the supervisory body and/or Board of Auditors even if it is not required by law. In these instances, its members must possess the requirements, competence and powers required by law in the event of a mandatory nomination. The legal audit of accounts is performed,at the discretion of the Assembly, by the Board of Auditors, so long as each of its members is chartered as required by law. Participation in the Supervisory Body and/or Board of Auditors meetings may occur by videoconference or other means of long-distance communication. A n ordinary General Assembly, on the proposal of the Managing Board, elects a Supervisory Body and/or a Board of Auditors consisting of three members , not necessarily chosen among Association members.
Elected Auditors choose a President amongst them.
Members serve a term of three years and can be re-elected indefinitely.
Members of the Board of Auditors and/or of the Supervisory Body participate in Assembly meetings.
Art. 31 – Board of Auditors – functions and duties
The Board of Auditors has the faculty to examine, at any given time, all accounting records of the Association to check that they comply with their respective supporting documents. The Board of Auditors also supervises the economic and financial management of the Association and provides details to the Assembly by presenting a report on the budget and balance sheets.
SECTION V – MEMBER SANCTIONS
Art. 32 – Sanctions
Any Member who fails to comply with the obligations and the decisions of the competent Association bodies is liable (depending on the severity of their infringement) to suffer the following consequences:
a. written warning;
b. suspension of membership rights for no more than six months;
c. withdrawal of representatives of member companies holding Association offices;
d. withdrawal of representatives of member companies representing the Association before third parties;
e. expulsion from the Association.
Art. 33 – Adoption of sanctions
The Managing Board adopts the sanctions set out in art. 32 by the favourable vote of at least two thirds of its members; the decision must be notified to interested parties by certified email (PEC) or registered post with proof of receipt.
An appeal may be submitted to the Managing Board, through the application of sanctions, within ten calendar days from the date when the measure is notified.
The appeal does not have suspensive effect.
Art. 34 – Dispute among members
Any dispute among the Association’s members and/or its supporters that cannot be resolved amicably will be subjected to legal regulations.
SECTION VI – LOSS OF MEMBERSHIP
Art. 35 – Causes for loss of membership
Membership may be lost:
a. due to the loss of one of the qualifications determining membership acceptance;
b. due to a delay in payment of membership fees, verified two months after payment is due, it being understood that members still have an obligation to pay the due fees;
c. due to an expulsion decided by the Managing Board in the case of serious shortcomings, and confirmed by the Assembly in case of appeal;
d. due to a termination occurring as set out in art. 8;
e. if a member company is declared bankrupt by a final court judgment.
SECTION VII – OFFICES
Art. 36 - General provisions on offices
The representatives of member companies are understood to be its owner, its legal representative, and a delegate legal representative formally appointed and chosen among general or special proxy holders .
The role of President cannot be combined with any other Association office. The role of Supervisory Body and/or Auditor is also incompatible with any other association office.
Offices are reserved for representatives of member companies, with the exceptions set out in this Statute.
Art. 37 – Duration of offices
It is understood that all offices are attributed for three years. Elected officials may also be re-elected.
SECTION VIII – ASSOCIATION BUDGET AND ASSETS
Art. 38 – Mutual Fund
The Association’s mutual fund is formed by:
a) membership fees and contributions;
b) possible budget surplus of annual management;
c) securities and real estate assets;
d) positive interests and other financial incomes;
e) sums and goods donated to the Association by anyone and for any reason.
The mutual fund is used to cover Association expenses.
The mutual fund is indivisible for the whole duration of the Association; therefore, members that for any reason terminate their involvement with the Association, will not be able to demand a share of the aforementioned fund.
In any case, for the duration of the Association, member will not receive any profits or surpluses, nor a share of its funds, reserves or capital, be it directly or indirectly.
Art. 39 – Association Budget and Assets
Financial years begin on January 1st and end on December 31st of each year.
A budget sheet must be drafted and approved by the Managing Board to be submitted to the Assembly before the end of November of the previous calendar year.
The financial statement includes a balance sheet, an income statement, explanatory notes and a management report, and must be submitted together with a report from the Supervisory Body and the Board of Auditors.
The financial statement must be sent to the Supervisory Body and/or to the Board of Auditors at least thirty days before the date set for its discussion.
A copy of the financial statement, together with the report from the Supervisory Body or the Board of Auditors, must be deposited at the Association headquarters for a period of fifteen days before the Assembly, so that Members may inspect them.
SECTION IX – FINAL DISPOSITIONS
Art. 40 – Governing Law and Regulations
Anything not envisaged by the articles of this Statute shall be regulated by the relevant Italian law. In the event of an early dissolution of the Association, the Assembly shall distribute Association assets to other entities with similar purposes or with purposes of public utility, having consulted the controlling body as established by law.