CCS Italia Centro Cooperazione Sviluppo ONLUS

Transcription

1 CCS Italia Centro Cooperazione Sviluppo ONLUS STATUTE CHAPTER I GENERAL PRINCIPLES Article 1 Name, location and duration On the 18th November 1988 the Association CCS Italia - Centro Cooperazione Sviluppo, hereafter named CCS or Association, a non-profit organization, of social utility (ONLUS). The Association has its main office in Genoa (Italy). Its duration is indefinite ; it can carry out interventions and open administrative offices both in Italy and abroad. The change of the main office within the same Municipality, provided it is decided with a resolution of the Board, does not represent and does not need a Statutory modification. The Association is governed by the present Statute, by the internal Regulation and by the laws in force. Article 2 Purpose The Association is non-profit, independent, non-denominational, and not party affiliated, it pursues only social solidarity purposes, in the development cooperation and international solidarity and in the charity sectors; it cannot be associated to for-profit organizations, it is a voluntary association and any revenue has to be allocated to its objectives. The Association intervenes through financial and human resources in order to benefit disadvantaged people in the training, social welfare, health and social assistance, as well as humanitarian aid sectors. The Association, in the implementation of its institutional activities in favour of disadvantaged people: Promotes the improvement of the child s living conditions within the community where the child lives, through concrete direct or indirect activities in support of her/his education, welfare and development. Among the relevant activities, the Association: Implements information and sensitization programmes, also in schools, about the problems related to the countries where it works with development projects. The Association cannot carry out activities, other than those indicated above, except for those directly connected or a subsidiary to the institutional ones, within the limits imposed by the Decree 4 December 1997, n. 460 and further modifications and additions.

2 CHAPTER II MEMBERS Article 3 Conditions and modality of admission All the persons, natural or legal, can acquire the quality of member, provided they share the purposes of the Association and are committed to their achievement and accept the present Statute and any internal Regulation, without difference in gender, race, language, religion, political opinions, personal and social conditions. The number of Members is unlimited. Young people under the age of 18 can be admitted provided they are registered by their parents or legal representatives. Temporary participation to the Association is not allowed. The admission occurs through: a) a written application signed by the applicant and addressed to the Board of Directors, accompanied by an introduction by at least two Members; b) payment of the membership fee or the provision of activities especially established by the Board of Directors; c) acceptance by the majority of the Board of Directors. Members can be Founding or Ordinary. Article 4 Categories of Members Founding members Those who subscribed to the constitutional chart of the Association are founding members. Ordinary members Natural and legal persons who, sharing the purposes of the Association and being committed to their achievement, have acquired the status of associated member at a later time than the creation of the Association. Article 5 Rights of the Members The rights of the founding and ordinary members, in their full capacity are the following: a) participate and exercise their vote at General Meetings; b) run for election and be elected to the Association s organs; c) participate in the life and activities of the Association; d) withdraw from the Association. All those who have paid a membership fee or the provision of activities especially established by the Board of Directors, are members in their full capacity.

3 Article 6 Duties of the Members The duties of the Founding and Ordinary Members are the following: a) comply with the rules of the present Statute, any internal Regulation, and the resolutions made by the Board of Directors and at General Meetings; b) participate in the life of the Association; contributing, as established by the Association s organs, to its functioning; supporting its initiatives; and devoting free time; c) participate in General Meetings; d) on time payment of membership fees or the provision of activities especially established by the Board of Directors; e) refrain from behaviours which can damage the image and functioning of the Association. The loss of membership occurs for: Article 7 Loss of membership a) voluntary withdrawal to be communicated to the Board of Directors; b) exclusion for non-compliance with the rules of the present Statute, of any internal Regulation, of the resolutions made by the Board of Directors or at General Meetings; c) exclusion for non-payment of the membership fee or non-provision of activities especially established by the Board of Directors, after thirty days from the reception of the written invitation to pay from the Board of Directors; d) exclusion because of prejudicial behaviour to the image and functioning of the Association; e) death. The exclusion of the Member is decided by the Board of Directors through a decision adopted by a qualified majority of four fifths of the Board, subject to subsequent ratification at the General Meeting. The membership fee and contributions are not transmissible excluding transfer due to the death and are not revalued. Organs of the Association are: a) General Meeting; b) The Board of Directors; c) The President; d) The Board of Statutory auditors. CHAPTER III ORGANS OF THE ASSOCIATION Article 8 Organs of the Association

4 SECTION I THE ASSEMBLY OF MEMBERS Article 9 Composition The General Meeting is the sovereign organ of the Association. It is composed of all the members, Founding and Ordinary and it can meet ordinarily or extraordinarily. Ordinary General Meetings come into being at the first meeting provided half plus one of the Members are in attendance and decisions are made through majority vote of those present. From the second meeting onwards the General Meeting s decisions are made through a majority vote of those in attendance regardless of the number of members present. Extraordinary General Meetings come into being at the first meeting provided half plus one of the Members are present and makes decisions through majority vote of those present. From the second meeting onwards the General Meeting s decisions are made through a majority vote of those in attendance regardless of the number of members present, unless where Statute requires the approval of resolutions be made by a qualified majority. The General Meeting is chaired by the President and where he is absent or incapacitated, by the Vice-president. Should the latter also be absent or incapacitated a designated member will chair following a majority vote. L Assemblea è presieduta dal Presidente ed in ipotesi di sua assenza o impedimento dal Vice-Presidente; in ipotesi di assenza o impedimento anche di quest'ultimo dal soggetto designato dai presenti a maggioranza.. Article 10 Responsibilities of the General Meeting The responsibilities of the Ordinary General Meeting s are to: a) establish the general direction of the Associations activities; b) elect the President, the vice-president, the Board of Directors and the Board of Statutory auditors; c) approve the financial reports and the budget; d) approve the internal Regulation; e) decide on other issues related to the Association which are of its competence through present Statute and by internal Regulation, or submitted to its determination by the Board of Directors; f) ratify the decision made by the Board of Directors to exclude a Member. Administrators cannot vote to approve the budget or on matters regarding their responsibilities The responsibilities of the extraordinary General Meeting are to: 4

5 a) decide on any changes in Statute and internal Regulation by a qualified majority composed by two-thirds of those present, both at the first and the second meeting; b) decide the dissolution of the Association and the devolution of its assets with the affirmative vote of two-thirds of the Members. Article 11 Call, vote, minutes A General Meeting is called by the President, following a decision by the Board of Directors. The call can be requested when the Board of Directors meet and where at least one tenth of the Members present a justified request for this. In this case the Board of Directors are bound to convene a General Meeting. An ordinary General Meeting for approval of the budget is convened within the first four months of each year. General Meetings are convened through a bill posting at the main office of the Association and a written notification sent to all the Members at least ten days before, outlining the agenda, date, location and time of the first and second meeting. At the General Meeting, every adult Member, both Founding and Ordinary, fully entitled to exercise their rights within the Association, has the right to one vote. At each General Meeting a Secretary is elected from the Members. The decisions taken shall be detailed in the minutes which are at the Secretary s responsibility and will be signed by them and the President. SECTION II THE BOARD OF DIRECTORS Article 12 Composition The Board of Directors is the governing organ of the Association. It is composed by a minimum of three and up to a maximum of seven members, among which the President, who are generally Members, but in exceptional cases the General Meeting can also elect non-members who hold known moral and professional competence. The Board of Directors is chaired by the President. In case of resignation, withdrawal or death of one of the Directors, another one shall be appointed through co-optation by the other members. The co-opted Director shall remain in charge until the next General Meeting. The Secretary General participates in Board of Directors meetings without the right to vote. Article 13 Duration of the appointments and decisions The Board of Directors remains in office for three years and can be re-elected. The meetings are called by the President or by a two-third request made by members. 5

6 The Board of Directors is validly in session where there is a majority in attendance and, with the exclusion of instances where the Statute requires a qualified majority, decisions are taken by the majority of those present. In case of a tie, the vote of the President prevails. The Article 14 Functions As an executive organ of the Association, the Board of Directors is vested with the powers of ordinary and extraordinary administration and carries out all the necessary actions for the enforcement of Statute, of the decisions and of the programme guidelines approved by the General Meeting, as well as every other operation which is necessary to achieve the Association s objectives. Special responsibilities of the Board of Directors are to: a) appoint a Secretary General responsible for: - managing the activities which are functional to the achievement of the strategies and policies of the Association; - managing the human and financial resources and the necessary means for the achievement of the Association s objectives and the implementation of the annual work plan; - managing the staff recruited by the Association in Italy and abroad. b) prepare the internal Regulation to be submitted to the General Meeting for approval; c) propose changes to the Statute and internal Regulation to be submitted to the General Meeting for approval; d) prepare the annual programme of activities to be submitted to the General Meeting for approval; e) prepare the financial reports and the budget to be submitted to the General Meeting for approval; f) call General Meetings and establishing their agenda; g) decide on Membership applications, with the favourable vote of the absolute majority of its members; h) decide the exclusion of a member by absolute majority, in accordance with the present Statute, with the favourable vote of the absolute majority of the members; i) continuously verify the ongoing activities and accomplishment of the annual programme approved by the General Meeting; j) establish collaborations and partnerships; decide upon the creation, participation to creating, association, affiliation, federation, subsidising, payment of contributions and donations in favour of other organisations and institutions, in accordance with the present Statute; k) give and revoke mandates with or without representation; l) decide on purchases, leases, loans for use; accept grants, donations or bequests; m) decide the rules for admission as a Member; n) carry out any act which is necessary or useful for the achievement of the Association s purposes. The Board of Directors can delegate its responsibilities and functions to one or more members, except those related to the budget. Membership of the Board is honorary. 6

7 SECTION III THE PRESIDENT Article 15 Election, duration of appointment and responsibilities The President is the Association s signatory, represents the Association to third parties, has the general responsibility of the Association and performs all the legal acts which bind it; in particular, he/she supervises the implementation of the decisions of the General Meeting and the Board of Directors. The President calls and chairs the General Meeting. The President is elected by the General Meeting, remains in office three years and can be reelected. The President supervises the activities of the Secretary General, the communication activities and the image of the Association. In exceptional, urgent and emergency cases, the President can undertake acts of extraordinary administration, calling for subsequent ratification by the Board of Directors. In case of absence or incapacitation, the relative functions are exercised by the Vice- President, as the legal representative of the Association. The signature of the Vice-President attests the absence or incapacitation of the President, with no need for further query. The President can delegate some of his/her responsibilities to another member of the Board, with the approval of the Board itself. SECTION IV BOARD OF STATUTORY AUDITORS Article 16 Composition, duration of appointments and responsibilities It is up to the Board of Statutory auditors to review the administrative management of the Association. It is up to the Board of Statutory auditors, or alternatively to a chartered Audit Company, to review the conformity of administration and accounting, to prepare reports on the balance sheet and budget, to perform audit of cash as well as reporting back to the Board of Directors. Three Statutory auditors are nominated by the ordinary General Meeting, they remain in office for three years until the approval of the closing balance of the third consecutive financial year after their nomination and they can be re-appointed. The Board of Statutory auditors receive individual emoluments, according to their effective responsibility and commitment, in accordance with the limitations stated by article 10, VI paragraph, c), Decree n. 460/97. Where compatible, the Audit Company shall have the same provisions applied to those of Statutory auditors. 7

8 SECTION V THE LOCAL GROUPS Article 17 Nature, functions, creation In order to better pursue its purposes, the Association supports the creation and organisation of Local Groups which, inspired by CCS Italia principles and purposes, are willing to participate and collaborate within the region, the province and the municipality to the activities of the Association. The Local Groups for CCS Italia are created and organised in the form of legal persons in private law and preserve their independence and autonomy under the legal, financial, administrative and operational profile within their territorial boundaries. The qualification of CCS Italia Local Group followed by the authorisation and legitimation to use the name and brand CCS Italia is attributed and recognised by a Board of Directors decision made by a qualified majority of four-fifths of its members, prior to verification of the adoption of a Statute and internal Regulation conforming to the model decided, or approved by the Board of Directors. The recognition and the name of Local Group has a duration of two years and, upon expiry, it is automatically revoked, unless there is a specific renewal by the Board of Directors. The recognition and qualification of Local Group, even before expiry, can at any time, be revoked with immediate effect, through a decision of the Board of Directors taken by a qualified majority of four-fifths of the members, in case of serious disagreement between the purposes of the Association and the activity of the Local Group, or in case of a violation of the agreement or, in any case for reasons of convenience. The authorisation and concession to use the name and brand of CCS Italia ceases upon expiry or revocation. SECTION VI FINAL PROVISIONS Article 18 Assets of the Association The assets of the Association are made up of: a) personal property, registered assets and real estate acquired or in any way received by the Association; b) grants, donations or bequests from Members or third parties; c) membership fees; d) payments/donations from private people, public institutions and international organizations; e) income/revenue derived from institutional activities and from other activities connected with or complementary to those of the Association, within the limits established by the Decree 4th December 1997 n. 460 and further amendments and additions; f) net operating surplus. Profits and net operational surplus, as well as funds, reserves and capital cannot be distributed, even in an indirect way, during the life of the Association, unless their destination

9 or distribution are established by law or are done in favour of other associations which, by law, statute or regulation, are part of the same structure. Article 19 Financial Management The financial year is the same as corresponds to the calendar year. At the end of each financial year and in any way no later than 30 April, the Board of Directors presents the balance sheet, the narrative report and the economic and financial reports to the General Meeting, and all reports shall be filed. Within the same terms, the Board of Directors presents the following year s budget for approval by the General Meeting. The daybook and the inventory book have to be kept, unless they are replaced by the statement of revenue and expenditure in accordance with the terms and conditions of article. 25 of the Decree n. 460/97. The Association must use profits and surpluses for the implementatstation of the Statute activities in accordance with Article 2 above or other directly related activities. Article 20 Dissolution of the Association In case of dissolution of the Association, for any cause, the assets shall be devolved to another non-profit social utility organization, following recommendation from the regulatory body as per article 3, paragraph 190 Law 23 December 1996 n. 662, excluding a different destination imposed by the applicable law at the time of dissolution. Article 21 Internal Regulation Particular norms for the functioning and execution of the present Statute could be disposed of through an internal Regulation, prepared by the Board of Directors and approved by the General Meeting. Article 22 Rules of reference For matters not covered by this Statute, norms of laws and general principles of the Italian legal system shall be applied.. Signed: STEFANO ZARA ANDREA FUSARO (NOTARY) 9