The Articles of Association
NAME – SEAT – PURPOSE – DURATION
Article 1) A non-profit and voluntary Association named “AICPE ONLUS” was founded with the characteristics of a non-profit organisation of social utility, pursuant to and for the effects of Italian Legislative Decree 460/97.
The Articles of Association bind the Members of the organisation. It is the fundamental rule of conduct of the activities of the organisation.
Article 2) The Association is based in Viale Europa 55 – 25087 Salò (BS).
It may establish departments and sub-offices in any other location in Italy. The transfer of the registered office does not involve any amendment to the Articles of Association but only the obligation to notify the competent offices.
In particular, the aims of social and institutional solidarity pursuant to Article 10 letter a) of Italian Legislative Decree 460/97, to carry out activities of charity and solidarity to help disadvantaged people who experience adverse physical, mental, economic, social, family, conditions, natural disasters, without discrimination of race, sex or religion. The activities of the non-profit Association will also include the implementation of projects, with the institutional purpose mentioned above, which are aimed at people from developing countries communities, who live in disadvantaged socio-economic conditions.
The non-profit Association might also carry out all the activities related to its institutional purpose, as well as all the various ancillary activities, even if carried out in the absence of the conditions laid down in this Article, to the extent permitted by law.
The non-profit Association shall pursue its purposes, either directly or in collaboration with other organisations and agencies with the same institutional purpose, and shall carry out all the transactions with the securities and other financial transactions they deem necessary, useful, and appropriate in order to achieve the purposes above.
Article 3) The Association is established for an indefinite period, without prejudice to the right of withdrawal of individual members.
The members of this Association are all individuals who share the same goals and, moved by a spirit of solidarity, commit themselves concretely to achieve them.
Admission is decided by the Board of Directors and ratified during the following General Assembly.
The members of the Association have the right to:
- elect and be elected in corporate bodies;
- be informed of the Association’s activities and monitor its progress;
- be reimbursed for the expenses actually incurred, authorised in advance, for services provided, pursuant to the law;
- take notice of the agenda of meetings, read the financial statements, as well as the minutes.
The members of the Association have the duty to:
- Comply with these Articles of Association and any internal regulations;
- Conduct their activities for other people in a personal, spontaneous manner and free of charge;
- Pay the Membership fee according to the amount established on a yearly basis.
The membership fee is non-transferable and cannot be adjusted.
Membership is lost due to death, withdrawal or exclusion.
A member of the Association who seriously contravenes to the duties established by the Articles of Association may be excluded from the Association. The expulsion shall be deliberated by the Assembly by secret ballot and after having listened to the justifications of the person concerned.
Article 5) The Governing Bodies are the following:
a) the General Assembly
b) the Board of Directors
c) the President
All the positions within the Association are not paid.
Article 6) The General Assembly is formed by all the Members of the Association and is convened at least twice a year, either inside or outside the Association’s head office, as long as within the Italian territory, for the approval of the final balance (by April 30th) and the budget within the term provided by the Board of Directors and, whenever the Board of Directors considers it appropriate, or at least 1/10 (one-tenth) of the Members submit reasoned requests.
The Assembly is convened by the Board of Directors by registered letter, certified mail, or hand delivered to all members at least 15 (fifteen) days before the date established for the assembly, or by posting on the notice board of the Association the notice of the meeting 30 (thirty) days before the date established for the meeting. In urgent cases, it shall be convened by any other suitable means, such as fax, telex, telegram, or ordinary e-mail. The notice must specify the agenda, the place and the time in which the Assembly will be held.
Article 7) The General Assembly is chaired by the President of the Board of Directors and in his absence, by the Deputy President or another member appointed at the same time.
The General Assembly shall also appoint a secretary and, if necessary, two scrutineers for voting.
The General Assembly shall elect the Members of the Board of Directors, approve the annual programme of activities, the budget and final balance submitted by the Board of Directors; the resolutions of the General Assembly (including those related to statutory changes) are valid when half plus one of the Members attend in the first call, while in the second call they are valid irrespective of the number of attendees and resolves with the majorities provided for in Article 21 of the Italian Civil Code.
Article 8) All members have the right to participate in the General Assembly.
The voting is visible, except for those relating to people.
The General Assembly must:
- approve the final balance;
- fix the amount of the annual fee;
- determine the general schedule for the Association’s activities,
- approve any internal regulations;
- dismiss the President of the Board of Directors for serious reasons;
- decide on other matters under the law or statutory regulations, or submitted to its examination by the Board of Directors.
Article 9) The meetings of the Assembly must be minuted and signed by the President and by the Secretary and possibly by the scrutineers. Such minutes are public and available to anyone upon request.
BOARD OF DIRECTORS
Article 10) It is the governing and administration body of the Association. It operates to implement the will and the decisions of the Assembly to which it responds directly and from which it can be dismissed on serious grounds with a statement of reasons.
The Board of Directors consists of a minimum of 3 (three) to a maximum of 9 (nine) members elected by the General Assembly of members. They shall remain in office for three years and may be re-elected.
Article11) The Board of Directors elects the President and the Deputy President from among its members.
Article12) The Board of Directors decides on:
a) the admission of members and their exclusion;
b) everything that regards the activity and the assets of the Association and the annual membership fee;
c) the disbursement of the sums, and in general on the income and ordinary and extraordinary expenses necessary for the fulfilment and the achievement of the purposes of the Association.
Article 13) The Board of Directors is convened by the President and Deputy President when they deem it appropriate and the majority of the Board Members request it, and in any case once every three months. The convocation will take place in the manner that the Board of Directors deems appropriate respecting in ordinary cases a notice of at least 8 (eight) days; in case of emergency, it may also be summoned by telephone.
A meeting shall be considered valid with the attendance of half plus one of the Board Members. It decides with the favourable vote of half plus one of the Members attending the meeting. In the case of a tie vote, the President’s vote is decisive.
Article 14) The Board of Directors also has the task of administrative control of the Association, whose financial year coincides with the calendar year. Each year, the annual budget will be drafted and then approved by the Board of Directors who will present it for approval to the General Assembly, together with a report on the activity of the Association for the previous year and the activities to be undertaken in the following year, with a corresponding budget.
Article 15) The meetings of the Board of Directors are noted in the regular minutes which will be signed by the President and the Secretary.
Article 16) If, during the period of office, for any reason, one or more members of the Board are unavailable, the Board shall replace them by co-option, in the same manner prescribed for elections. The co-opted members shall remain in office until the date of expiration of the Member replaced. If most Board Members are not present, the remaining Board Members will convene an emergency meeting of members to replace the absent members.
Art 17) The members of the Board of Directors are jointly and severally liable for the obligations assumed by the resolution of the Board. This, however, does not apply to directors who did not participate in the act and explicitly expressed their dissent.
Article 18) The President legally represents the Association and performs all acts which externally commit the institution; he or she has the corporate signature, convenes and chairs the Board of Directors and the General Assemblies, provides for the execution of the decisions of the Board of Directors and therefore has all the powers necessary to fulfil his or her task in addition to the power to implement acts of particular urgency, subject to ratification of the Board.
The President represents the Association before third parties and in court.
The Deputy President replaces the President in case of absence, with all his or her powers. The Deputy President’s intervention for third parties shall constitute sufficient evidence of the President’s impediment.
Article 19) The Board of Directors may appoint a Technical Committee, as well as operative Committees formed by the Members that the Board of Directors will call to be part of it, also chosen from outside the Association.
ASSETS AND FINANCIAL YEARS
Article 20) 1. The assets of the Association consist of:
a) movable and immovable property which become the property of the Association;
b) any reserve funds with the budget surplus;
c) any grants, donations or legacies.
2. The revenues of the Association consist of:
a) the Membership fees of individual members:
b) donations and grants from public bodies, companies, individuals;
c) contributions of the State and other public administrations, also for carrying out an agreement or scheme of accreditation activities with a social purpose pursued in accordance with the institutional goals;
d) income from movable and immovable property received by the Association at any title:
e) the contributions arising from the financing of projects in compliance with their own institutional goals;
f) proceeds from public collections performed occasionally in conjunction with celebrations, anniversaries or awareness campaigns, including through offers of goods of low value.
Membership fees and disbursements are non-repayable, and therefore are not re-evaluable, nor recoverable under any circumstances and, therefore, not even in the event of dissolution of the Association nor in the case of death, extinction, withdrawal and exclusion of the Members.
The payment also does not create other participation rights and, in particular, does not create undivided shares of participation transmissible to third parties, neither by means of an act between living parties, nor due to death.
The financial year ends on 31 December each year. Within four months from the end of each financial year, the Board of Directors shall prepare the final balance and the budget for the following financial year to be approved by the Members. These documents must be displayed at the offices of the Association at least 30 (thirty) days before the meeting is convocated.
The Association has the obligation to use any profits or operating surpluses for the institutional activities and those directly connected to them.
The Association can neither distribute, not even indirectly, profits or surpluses, however they may be called, nor funds, reserves or capital during the life of the Association, unless the destination or distribution are imposed by law or are performed for other non-profit organisations, which, by law, statute or regulation are part of the same, unitary structure.
Article 21) All individuals of legal age, companies, associations, and agencies that request it can be members of the Association after reading the Articles of Association and accepting them together with their regulations.
The application for membership shall be addressed to the Board of Directors and must include a statement that the Member shares the Association's aims and the commitment to approve and comply with the Articles of Association and their regulations.
The Board of Directors shall reply to application requests within 60 (sixty) days of their receipt even without providing a motivation; if no decision is communicated within the aforementioned period, the application for membership shall be deemed to have been rejected.
The Board of Directors may admit to the Association individuals with the qualification of honorary members.
The members can be subdivided into: founding members, who participated in the creation of the Association and the constitution of its original endowment fund; ordinary members, who join the Association in the course of its existence; and honorary members, who make payments and donations of services and contributions to the endowment fund, which, significantly support the activities of the Association.
The subdivision of the Members into the above categories does not imply that the Members are treated differently with regard to their rights vis-à-vis the Association, and each member has equal rights to participate effectively in the life of the Association.
All members are registered in a special Book, which contains the addresses and any other useful information which will also be useful to send the notices of convocation of the general meeting and any other information.
The members are required to demonstrate correct behaviour and respect towards each other and the Association, its purposes, taken as common values, as well as the provisions of these Articles of Association and any regulations.
WITHDRAWAL AND EXCLUSION OF MEMBERS
Article 22) With regard to the withdrawal and exclusion of members the norms contained in Article 24 of the Italian Civil Code shall apply. In particular, the Membership to the Association is of indeterminate duration and may not be granted for a temporary period, without prejudice to the right of withdrawal.
Members who have not submitted their resignation in writing by 31 December of each year shall be considered members for the following year and obliged to pay the annual membership fee of the Association.
rticle 23) The Association cannot distribute, even indirectly, profits or surpluses and funds, reserves or capital during the life of the Association, unless the use or distribution is imposed by law.
Any profits and surpluses shall be used for the implementation of institutional activities and those directly connected to them.
Article 24) In the case of dissolution, for any reason, the Association shall transfer its assets to other non-profit organisation of social utility, having similar purposes, or purposes of public utility, after consulting the inspection body pursuant to Article 3, paragraph 190, of Italian Law no. 662 dated 23 December 1996, except for different uses imposed by the law.
The dissolution is decided, with the surcharges provided by law, by the Assembly which will appoint one or more liquidators and shall decide as to the allocation of assets in compliance with the law.
Article 25) Any dispute between the Members and between members and the Association or its Bodies shall be submitted, with the exclusion of any other jurisdiction, to the competence of an arbitrator to be appointed by the President of the Bar of Brescia, who shall judge ex bono et aequo without procedural formalities and shall issue a final decision.
Article 26) AICPE Onlus Association must include in its name and in any distinctive mark or communication to the public the phrase “non-profit organisation of social utility”.