TITLE I – General Provisions
Article 1 – Name, location and duration
The “Centro Studi e Ricerche Santa Giacinta Marescotti”, hereinafter called “Association”, is constituted under Italian Law # 283, of the 7th of December 2000. The Association has the aim of social promotion, and was established in Largo Gramsci 3, Vignanello.
The duration of the Association is unlimited.
Article 2 – Aims of the Association
The Association is unaligned and was founded in order to carry out socially useful activities in favour of associated third parties. It is a non-profit association, which fully respects the freedom and dignity of its members.
The purpose of the Association is specifically:
- to coordinate and promote studies that can enrich and develop the cultural identity of Vignanello. This includes studies on historical, artistic, and archaeological findings, as well as awareness for the preservation and protection of the environment and the processing of ancient crafts. It also encourages the discussion of current issues through research activities, conferences, publications, guided tours, travel, training, updating, workshops and laboratories, as well as interaction with other countries;
- to create a concrete bridge between the local realities of Vignanello and the rest of the world, through participation, exchanges, projects with various Provincial, National and International associations and universities with the aim of enhancing the potential of individuals, the community and the territory of Vignanello. The aim is to create a basis of active participation in the process of sustainable development in ecology, equity and economy as proposed by UNESCO and the EU. This will be obtained through the strengthening of cultural identity on the territory, as well as direct international confrontation, thus giving future generations the opportunities to find in their territory the conditions for a better life;
- to grant scholarships, organize refresher courses and / or study courses for teachers of compulsory education, announce and publish competitions, etc.;
- to provide consultancy services, workshops, refresher courses and training to promote studies and research. Furthermore, to aid in editing books and DVD editions of music; manage exhibitions and museums; make movies about all kinds of activities; manage the hospitality for visitors; promote events (congresses, concerts, cultural events, etc.); manage merchandising and refreshment points; organize tourist events and guided tours; produce multimedia documentation, both for television and radio, as well as textual and archival records;
- to carry out its activities, and in doing so the association may cooperate with Italian and international associations, engaging in relationships with the relevant public and private organizations;
- to operate, for the pursuit of specific goals, throughout the country, promoting activities and projects to find regional, national and international funding.
Article 3 – Statute and Rules
The Centro Studi e Ricerche Santa Giacinta Marescotti is governed by this Statute and shall act within the limits of state and regional laws, as well as within the general principles of the legal system. The Statute may be amended by means of a deliberation of the assembly, as provided for by law.
The rules and procedure of the Association, to be issued by the Board of Directors, will discipline (in accord with this Statute) all ulterior details relevant to the organization and the activities of the Association.
TITLE II – Adherents
Article 4 – Admission of members
Adherent members are all individuals or legal entities (through legal representatives) who share the goals of the organization and commit to achieving them.
Admission is decided upon by the Executive Council. The applicant must present a written request in which he must specify his complete personal data. The Executive Council shall decide on admission applications within sixty days of receiving the application. A rejection of admission must be justified.
Under the provisions of Law 675/96, complemented by the D. Lgs. 30 June 2003 (the privacy law), the processing of personal data collected at the time of application, as well as all information collected during the associative rapport, is aimed to the establishment and management of the associative indenture. As such, this information cannot be communicated or disclosed to third parties, except if the communication is required for the stipulation of insurance policies or in compliance with necessary legal fulfilments.
In the course of the admission process, the member agrees to pay the annual membership fee. This fee is determined, on an annual basis, by the Board of Directors, and subject to approval by the ordinary assembly during the annual meeting for economic and financial reporting, in compliance with the Statute and regulations issued.
Temporary membership is not allowed. The membership fee is non-transferrable.
Two categories of members are allowed:
- Founding members – those present at the institution of the Association. They are entitled to vote, and are eligible for committee positions. This type of membership is perpetual and is not subject to the annual registration, but requires only the payment of the annual membership fee.
- Staff members – those who have applied for and obtained, by the Board of Directors, the status of member. They are entitled to vote and are eligible for committee positions. Their membership is subject to enrolment, as well as to the payment of the membership fee. The number of active members is unlimited.
The Board of Directors, by a simple majority vote, may confer the title of “Honorary Member” to individuals deemed particularly worthy. Honorary members are not entitled to vote.
Article 5 – Rights and duties of members
All adult members have the right to vote, and are entitled both actively and passively.
They have rights to the information and the control system established by this Statute and by national law.
They are entitled to reimbursement for expenses incurred during the activities carried out, in accordance with the procedures and the limits established in the rule book.
The Association may, if necessary, recruit employees or use external consultants, which can also be members of the association, in accordance with all applicable laws.
The behaviour of each member towards other members, and towards other individuals outside of the Association, must be based on the principles of absolute fairness, good faith and moral rigor, as complies with this Statute.
Article 6 – Withdrawal and exclusion of a shareholder
A member may withdraw from the association by means of a written notice sent to the President of the Association.
If a member were to contravene one of the obligations referred to in this Statute, he may be excluded from the Association by a majority vote of the Board of Directors. The reasons for the expulsion decision must be communicated to the member in written form. The member may contest the decision in writing, requesting that the reasons be discussed at the next shareholders’ meeting (which must then necessarily be convened within three months of the request). During this period, the member in question will be considered suspended.
TITLE III – The Board
Article 7 – Indications
The Administrative Organs of the Association are:
- Member Assembly
- Board of Directors
- President
- Treasurer
All committee positions are non-paid positions.
Article 8 – Composition of the Assembly
The Assembly comprises all members of the Association.
The Assembly is chaired by a President, who is appointed by the Board of Directors from amongst its members.
Article 9 – Summoning the Assembly
The Assembly shall be summoned by the President, when the Board of Directors deems it necessary, or when required by one tenth of its members.
The Assembly must be summoned at least once a year for the approval of the budget.
The President shall convene the Assembly with a written notice containing the meeting’s agenda and an indication of the location where the meeting is to be held. This notice must be affixed at all associative branches for at least twenty days before the date of convocation.
The Assembly must be convened within thirty days of the expiration of the mandate of the administrative bodies.
An extraordinary assembly can be convened for: the amendment of the Statute, for the relocation of the registered office and for the dissolution of the Association. All other summoning of the Assembly are to be considered ordinary.
Article 10 – Validity of the Assembly
The assembly is properly constituted on first call with the presence of half of the members entitled to vote plus one. The presence can be factual or by proxy (which can be conferred only upon another member). Each individual member can not detain more than two proxies.
On second call, to be held on a different date from the first call, the Assembly is validly constituted irrespective of the number of participants, and whether they be present in person or by proxy, within the limits specified in the first paragraph.
Article 11 – Voting
The Assembly makes decisions by majority vote of those present or represented by proxy.
Each member may cast one vote.
Resolutions to amend the statutes are valid only if they obtain two thirds of the favourable votes of the components of the incorporated assembly.
The resolutions regarding the dissolution of the Association and the devolution of the remaining assets of the Association shall be valid if approved by three fourths of the votes of the assembly components of the incorporated assembly.
Article 12 – Verbalization
The assembly resolutions are summarized in minutes drawn up and signed by a secretary, specially appointed from among the members of the Board of Directors, and countersigned by the President.
The minutes can be consulted by all members who have the right to take a copy.
Article 13 – Board of Directors
The Board of Directors is composed of 5 (five) to 21 (twenty-one) members elected by the assembly from among its components.
The Board validly convenes with the presence of at least five directors.
The Board is convened by decision of the President or at the request of one third of the members of the Board itself with a written notice containing the agenda and the venue of the meeting, to be delivered to all directors at least five days before the date of convocation.
The Board of Directors elects the President and the Treasurer from among its members.
The Board of Directors performs all acts of ordinary and extraordinary administration.
The Board of Directors remains in office for three years and may be re-elected for a second term. It can be revoked by the assembly with the favorable vote of half plus one of the members.
The Board’s resolutions are adopted by a majority of those present.
Article 14 – President of the Board of Directors
The President of the Board of Directors is also the President of the Association.
The President is elected by the Board of Directors, from among its members, at the first meeting convened by the oldest director, by an absolute majority of votes. He may be revoked by the Board of Directors with the favorable vote of half plus one of its components.
The president remains in office for three years and may be re-elected for a second term.
The President represents the Association and performs all acts of ordinary administration. He may perform acts of extraordinary administration upon specific resolution of the Board of Directors.
The President presides over the assembly and the Board of Directors and ensures the orderly conduct of the Association’s work. He signs the assembly minutes and is responsible for their custody at the Association’s premises.
The President may temporarily delegate, in case of absence or illness, his functions to a third party chosen from among the members of the Board of Directors.
Article 15 – The Treasurer
The Treasurer is appointed by the Board of Directors, from among its members, by an absolute majority of its components.
The Treasurer provides, with the joint signature of the President, for the payment of ordinary administration expenses or extraordinary expenses resolved by the Board of Directors, executes the resolutions of the Board itself, and collects membership fees.
The Treasurer remains in office for three years and may be re-elected for a second term. He may be revoked by the Board of Directors with the favorable vote of half plus one of its components.
TITLE IV – Economic Resources
Article 16 – Assets of the Association
The assets of the Association consist of movable, immovable, and registered movable property. Immovable and registered movable property of the Association may be acquired and registered in its name.
All assets belonging to the Association are listed in a special inventory, deposited at the headquarters and accessible to all members.
Article 17 – Contributions
The Association’s contributions consist of the annual membership fee, inheritances, donations and bequests, grants from the State, Regions, Local Authorities and public institutions, the European Union and International Organizations, proceeds from the sale of goods, liberal donations, promotional initiatives aimed at its own funding and other proceeds compatible with social promotion purposes.
Article 18 – Disbursements, donations and bequests
Cash liberal donations and donations are accepted by the Board of Directors, which will decide on their use, in harmony with the Association’s statutory purposes.
Testamentary bequests are accepted with the benefit of inventory by the Board of Directors in harmony with the Association’s statutory purposes.
The president implements the acceptance resolutions and carries out the related legal acts.
Agreements are accepted by resolution of the Board of Directors, which authorizes the President to carry out all necessary acts for their stipulation.
Article 19 – Devolution of assets
It is forbidden to distribute, even indirectly, profits or operating surpluses, as well as funds, reserves or capital during the life of the Association, unless the destination or distribution is imposed by law.
The Association has the obligation to use profits or operating surpluses for the realization of institutional activities and those directly connected thereto.
In case of dissolution or cessation of activity, the Association’s assets, after the appointment of one or more liquidators, will be devolved to another association with similar purposes or for public utility purposes, after consulting the control body referred to in art. 3, paragraph 190 of Law 23 December 1996 no. 662 and unless otherwise provided by law.
TITLE V – The Budget
Article 20 – Final and provisional budget
The financial year runs from January 1st to December 31st of each year.
The final and provisional budgets must be prepared by the Board of Directors and deposited at the Association’s headquarters at least thirty days before the convocation of the assembly that must approve them. A copy of the budgets can be consulted by all members.
The final and provisional budgets must be approved by the assembly within four months of the end of the financial year.
Any operating surplus must be allocated to the institutionally foreseen statutory activities.
TITLE VI – Disputes
Article 21 – Disputes
All eventual disputes between members and between them and the Association or its organs, will be submitted to the judgment of an Arbitration Board composed of three members, members of the Association. The components of the Arbitration Board are designated respectively one by each of the parties in dispute and the third, who assumes the role of President of the Board itself, by the first two arbitrators or, in case of disagreement on the appointment, by the President of the territorially competent Court. The decision of the Arbitration Board binds all members as well as the Association and its organs, the contracting parties waiving, from now on, any challenge to the arbitration award.
TITLE VII – Final Provisions
Article 22 – Final Provisions
For anything not provided for in this Statute, reference is made to current laws and regulations and to the general principles of the legal system.