Articles of Association
The Association is called:
Via Vaghetto, 11-37030 Vago di Lavagno (VR)
The organization has an infinite duration.
4.1- The organization exclusively aims to pursue civil solidarity, social and cultural activities, as not-for-profit organization it purposes to perform the activities in the field of social welfare and health. In particular, its objectives consist of:
4.2- The organization is specifically inhibits the performance of activities other than those listed above except as related to them and in any case not being prevalent.
4.3-The organization may conduct its activities in collaboration with any other public or private, within the framework of the statutory purposes or associate with other institutions.
5. MEMBERS - CRITERIA FOR ADMISSION AND EXCLUSION
5.1- The organization’s members are those who have signed the Constitutive Act and those who will be admitted by the Board of Directors since they share the goals of the organization and are considered suitable for their pursuit.
5.2 - All members have equal rights and equal obligations to the organization and shall be obliged to pay an annual membership fee that is determined by the Board of Directors, deliberation be taken by December each year and is valid for the next fiscal year.
5.3 - Membership to the organization cannot be made for a temporary period. However, each member is entitled to withdraw from the organization by giving notice in writing addressed to the president at the organization’s headquarters. The membership is not transferable.
5.4 - The termination of membership for serious reasons; pursuant to section 24 of the civil code, shall be deliberated by the Board of Directors.
5.5 - Members who have withdrawn or excluded and otherwise have ceased to belong to the organization, may not require to pay the contributions and so can not claim any rights to the assets of the organization.
5.6 - The Board of Directors may also decide to terminate a membership for those who fail to pay the annual fee.
The assets of the organization shall consist of:
7. ORGANS OF THE ASSOCIATION
Organs of the organization are:
8.1 - The Assembly consists of all members, ordinary and extraordinary.
8.2 - The Board of Directors shall convene the ordinary general meeting at least once a year within four months of the closing of the fiscal year for the approval of the annual financial statements.
8.3 - The Assembly shall also be convened whenever the Board of Directors deems appropriate, or when a written request is made by at least one-fifth of the members.
8.4 - The Assembly must annually be subjected for approval to:
8.5 - The Assembly deliberates also about:
8.6 - The Assembly may also be convened, in the extraordinary session to deliberate on amendments to the statutes and the dissolution of the organization.
8.7 - The notice of the Assembly are made by a letter sent to each Member at least ten days before the date fixed for the meeting.
8.8 - All the members, both ordinary and extraordinary, who have obtained the membership, at least before 5 days of the meeting date and are in good standing with the payment of membership dues, have the right to attend the meeting.
8.9 - Each member is entitled to one vote.
8.10 - A member can represent any other member, as long as the representative is not a member of the Board of Directors or of the Board of Auditors, having a written proxy.
8:11 - A member cannot represent more than ten members.
8:12 –The first call of the deliberations of the Assembly shall be adopted by the presence and the affirmative vote of the majority of members. In the second call, which must be held in a day other than the first meeting, deliberations are valid regardless of the number of participants.
8:13 - The decision to amend the memorandum of association and articles of association, either on first or second call respectively, must be approved by the presence of at least three fourths of the members and the affirmative vote of a majority of those present.
8:14 - The decision to dissolve the organization must be approved, in both first and second call, with the favorable vote of at least three-quarters of the members.
9. THE BOARD OF DIRECTORS
9.1 - The organization is administered by the Board of Directors, composed of two to seven members.
9.2 - The Board of Directors are appointed for three years and its members can be re-elected and in the first edition are chosen among the founding members.
9.3 - The Board of Directors, at its first meeting, shall elect the President.
9.4 - The President shall convene the Board of Directors at least every six months or when it deems it appropriate for valid reasons, or upon request of at least two directors. For the validity of its decisions, the majority of the director’s presence is required.
9.5 - It is chaired by the President or, in his absence, the Vice President, if appointed, or by the most senior of age.
9.6 - The member who, without justifiable reason, does not attend two consecutive meetings of the Board of Directors shall forfeit his office and the Board of Directors may provide, at the first subsequent meeting, in order to replace it. The Director so appointed shall hold office until the next general meeting.
9.7 - The Board of Directors is entrusted with all the powers of ordinary and extraordinary administration, with the power to delegate said powers to the President or one of its members. The extraordinary administration powers may be delegated to members of the Board of Directors only jointly.
9.8 - In particular, the Board of Directors shall draws up the guidelines and general directives of the organization, shall determine the amount of the annual membership fee, shall act on the admission and exclusion of members, shall prepare the annual financial statements and the annual report on the exercise of management.
10.1 - The President is responsible for the legal representation of the organization and shall meet with faculty in particular, to open, to close and operate a bank accounts and post office.
10.2 - The President takes care of updating and maintenance of membership, the minutes book of the meetings and the minutes book of the Board of Directors, duly endorsed. These books should be available at any time by the members who are entitled to ask for it to be extracted, at their own expense.
10.3 - The President of the organization may hold sums and values of the organization and performs all cash transaction taking updated accounting and keeping a cashbook.
10.4 - The President shall perform the functions referred to in sections 10.1, 10.2, 10.3, using if necessary, the collaboration of another member of the Board of Directors appointed by him.
11. FINANCIAL YEAR REPORT
11.1 - The fiscal year ends on December 31 of each year.
11.2 - The Board of Directors shall prepare the annual financial statements for submission to the Assembly for approval within four months of the close of the fiscal year.
11.3 - The draft budget in the fifteen days preceding the general meeting that approves the budget and after its approval, must be kept at the registered office of the organization, at the disposition of the members that if they would like to see and would like to request a copy.
11.4 - It is forbidden to distribute, even indirectly, profits and surpluses and funds, reserves or capital during the life of the organization, unless the destination or distribution are imposed by law, statute or regulation, or are carried out for other non-profit organizations that by law, statute or regulation are part of the same unit and structure. The profits and surpluses must be used compulsorily, for institutional activities or those directly connected to them.
12.1 - The organization can be dissolved by decision of the Assembly or the inactivity of Assembly for more than two years.
12.2 - The Assembly that deliberates the dissolution of the organization shall then appointment liquidators; determine the maximum criteria for devolution of remaining assets. The liquidator, taking into account the directions of the Assembly and heard the inspection body as referred to in article 3 paragraph 190 of December 23, 1996 law n° 662, will choose the non-profit organization or social utility operating in the same sector where analogue and devolve the remaining assets.
13. STATUTORY AUDITORS
13.1 - In the cases provided by law if the organization is required to appoint the Statutory Auditors of the same will be composed of three members and two alternates. The person appointed as auditor shall not be the member of the organization. The Assembly, which will appoint the Board, shall appoint the President.
13.2 - The Board of Auditors shall exercise the functions of auditing, administrative and accounting, as well as in relation to the prosecution of institutional purposes pursued by the organization. In addition to the periodic checks, the Board shall prepare appropriate summary report to the Financial Statements on the overall management of the organization.
14. APPLICABLE RULES
Any matters which is not provided herein shall be subject to the provisions of Book I, Title II of the civil code, as well as those provided for in Legislative Decree n° 460 December 4, 1997.
Verona, December 24, 2009