Where the articles of association provide for the option of resorting to a board of arbiters of honour (collegio dei probiviri), a distinction must be drawn between the case in which the provision of the articles confers on that body the function of a genuine arbitral tribunal, to which the decision of disputes between the members, or between them and the company, is referred, and the case in which it has the more limited function of an internal body with powers of review and control over the resolutions adopted by the other corporate bodies.
In the former case the determinations of the board of arbiters of honour have the value of arbitral decisions, subject, as the case may be, to the regime of the award in arbitration or in contractual arbitration (arbitrato irrituale), and the corporate resolution cannot be challenged directly before the courts; in the latter case, the body’s activity being purely internal to the company, its resolutions merely render final those adopted by the other bodies, without precluding recourse to the court, since the board of arbiters of honour, unlike an arbitral tribunal, is called upon not to decide the dispute but to prevent it.
A clause in the articles of association which refers to the internal body only disputes concerning the construction and application of the articles, the regulations or the resolutions of the corporate bodies does not cover a claim for payment founded on the EU and national rules governing operational programmes.