TITLE I – General Dispositions
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 bridge between the practical realities of local 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:
1. Member Assembly
2. Board of Directors
All committee positions are non paid positions.
Article 8 – Composition of the Assembly
The Assembly comprises all members to 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 meetings 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 a report prepared and signed by a secretary, specifically appointed the Board of Directors for this task from amongst the members, and countersigned by the President.
The reports can be accessed by all members, who also have the right to make copies.
Article 13 – Board of Directors
The Board of Directors consists of between 5 (five) to 21 (twenty-one) members elected from amongst its components.
The Board meeting shall be properly convened with the attendance of at least five directors.
The Board shall be summoned by decision of the President or at the request of one third of the members of the Board with written notice containing the agenda and the meeting, to be delivered to all directors at least five days before the date of convocation.
The Board of Directors shall elect from among its members the President and the Treasurer.
The Board of Directors shall complete all acts of ordinary and extraordinary administration.
The Board of Directors remains in office for three years and can be re-elected for a second term. It may be revoked by the vote of half plus one of its members.
The decisions of the Board are taken by majority vote of those present.
Article 14 – Chairman of the Board of Directors
The Chairman of the Board of Directors is also President of the Association.
The President is elected by the Board of Directors, from among its members, in the first meeting convened by the oldest member of the Association. The absolute majority of votes is necessary for election of the President. He may be revoked by the Board of Directors with the vote of half plus one of the components.
The President shall hold office for three years and can be re-elected for a second term.
The President represents the Association and carries out all of the duties of ordinary administration. He may also perform acts of extraordinary administration on 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 business of the Association. He is responsible for the signing of the minutes, and insuring that they be kept on the premises.
The President may delegate temporarily, in case of absence or illness, his duties to a third party, choosing from amongst the members of the Board of Directors.
Article 15 – The Treasurer
The Treasurer is appointed by the Board of Directors from amongst its members. The decision requires a majority vote of the Board components.
The Treasurer shall, by joint signature of the President, manage the payment of all routine or extraordinary expenditures, as approved by the Board of Directors. The Treasurer also executes the resolutions of the Board and ensures the collection of the membership fees.
The Treasurer shall hold office for three years and can be re-elected for a second term. He may be revoked by the Board of Directors with a vote of half plus one of the components.
TITLE IV – Economic resources
Article 16 – Assets of the Association
The assets of the Association consist in all buildings, furniture, buildings, and registered goods and chattels. The registered property can be bought and registered in the Associations’ name.
All property belonging to the Association should be listed in a specific inventory, to then be kept on file at headquarters and made available to all its members.
Article 17 – Contributions
The Association’s contributions consist of the annual registration fee, as well as donations from inheritance, gifts and bequests. The Association can receive grants from the State, Regions, local authorities and public institutions, from the European Union and international organizations. It can also receive the proceeds from property sales, donations, entrepreneurial promotions aimed at its financing and from other forms of income in accordance with purpose of social promotion.
Article 18 – Pension payments, donations and bequests
Monetary and asset donations are accepted by the Board of Directors, which will then deliberate on their use, in harmony with the statutory purposes of the Association.
The testamentary bequests are accepted, with the benefit of inventory, by the Board of Directors in accordance with the statutory purposes of the Association.
The President implements the decisions of acceptance and takes the necessary legal actions.
All received preferential terms are also accepted by resolution of the Board of Directors, are authorized by the President, who then performs all the actions necessary for the conclusion.
Article 19 – Devolution of property
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 are required by law.
The Association has an obligation to utilize all profits or operating surpluses for the realization of institutional activities and those directly connected to the Association.
In the event of dissolution or termination of activity, the assets of the Association, following the appointment of one or more liquidators, will be donated to other associations with similar purposes or for public use. This is after hearing the monitoring authority, as prescribed by Article 190 paragraph 3 of Law No. 662 of December 23rd,1996, and unless otherwise required by law.
TITLE V – The Budget
Article 20 – Balance sheets and Budget estimate
The fiscal year runs from the 1st of January to the 31st of December each year.
The budget, both the balance sheets and the estimates, must be prepared by the Board of Directors and deposited at the headquarters at least thirty days before the meeting that will have to approve them. Copies of the financial statements must be readily available for viewing by all members.
The budget must be approved no later than four months after the close of the year.
Any operating surplus must be allocated to support institutional activities as provided for in the statute.
TITLE VI – Disputes
Article 21 – Disputes
Any disputes between members, or between members and the Association or its organs, will be judged by an arbitration panel composed of three members of the Association. Members of the Arbitration Board shall be appointed in the following fashion: one member is chosen respectively from the two parties in dispute; the third, which takes the capacity of President of the Arbitration Board, is elected by the first two arbitrators or, in case of a disagreement on the matter, the role will be assigned to the President of the Court within the territorial jurisdiction. The Board of Arbitration binds all members, as well as the Association and its organs, waiving the parties rights to appeal in arbitration.
TITLE VII – Final Provisions
Article 22 – Final provisions
For any topic not mentioned in the present Statute, the Association will follow the laws, regulations and the general principles of the legal system.