New Statute from 2024

STATUTES OF THE ASSOCIATION

“Power Progress Community ODV”

Title I

Constitution and Purposes

Art.1 – Name-Site-Duration

1. Pursuant to Legislative Decree 117 of 2017, (hereinafter referred to as the “Third Sector Code”), and to the rules of the Civil Code on the subject of associations, the unrecognised Association named “Power Progress Community”, hereinafter also referred to as the “Association”, is hereby established.

2. The Association has its registered office in the Municipality of Rozzano (MI). Any change in the registered office within the Municipality of Rozzano (MI) does not entail a change in the Articles of Association, unless the Board of Directors decides to do so and subsequently notifies the competent offices.

3. It operates nationally and internationally.

4. The Association may establish sections or branch offices.

5. The Association has unlimited duration.

Art. 2 – Use of the acronym “ODV” or the designation “voluntary organisation” in the name

1. As soon as the Association is registered in the Single National Register of the Third Sector (RUNTS), the acronym “ODV” or the indication of “voluntary organisation” shall be included in its name. From the moment of registration in the RUNTS, the name of the Association shall therefore become “Power Progress Community ODV” or “Power Progress Community voluntary organisation”.

2. The Association shall henceforth use the indication ‘voluntary organisation’ or the acronym ‘ODV’ in its deeds, correspondence and communications to the public.

Art. 3 – Purposes

1. The Association is non-partisan and non-denominational, and bases its institutional and associational activities on the constitutional principles of democracy, social participation and voluntary activity.

2. The Association pursues, on a non-profit basis, civic, solidarity and socially useful purposes, through the exercise, exclusively or principally and mainly in favour of third parties, of one or more activities of general interest.

3. It operates in the following fields

  1. scientific research of particular social interest
  2. education, education and vocational training, pursuant to Law No. 53 of 28 March 2003, as amended, as well as cultural activities of social interest with educational purposes
  3. interventions and services aimed at safeguarding and improving the conditions of the environment and the prudent and rational use of natural resources, with the exclusion of the activity, habitually carried out, of collecting and recycling urban, special and dangerous waste, as well as the protection of animals and prevention of straying, pursuant to Law No 281 of 14 August 1991
  4. organisation and management of cultural, artistic or recreational activities of social interest, including activities, including publishing, promoting and disseminating the culture and practice of voluntary work and activities of general interest
  5. charity, long-distance support, free transfer of food or products referred to in Law no. 166 of 19 August 2016, as amended, or disbursement of money, goods or services in support of disadvantaged persons or general interest activities.

4. The association carries out activities for the promotion and dissemination of software (especially free software) and hardware (possibly Open Hardware) based on PowerPC, Power Architecture, OpenPOWER and possibly other open source CPUs for knowledge and knowledge sharing.

The association aims to promote access to and use of open technologies based mainly on PowerPC architecture, Power Architecture, Open Power and other CPUs usable in the Open Source context by the widest possible spectrum of users.

Specifically, the Association’s objectives are to

  1. to encourage the adoption of open hardware architectures such as PowerPC, Power Architecture , Open POWER and possibly other open source CPUs within the world of private individuals, enterprises, associations, and public administration, especially in the field of education and scientific and technological research
  1. allow the use of disused or cheaply available PowerPC hardware and other architectures also through the use of Free Software1 , to help those who cannot afford to purchase the latest technologies;
  1. encourage the dissemination and conscious use of IT tools that respect people’s freedom based on open source operating systems through computer literacy;
  1. help and promote innovation and scientific progress with a view to variety of supply, reducing the risks of monopoly situations and abuse of dominant positions;
  1. realising hardware of various types based on open technologies such as those based on the PowerPC platform, Power Architecture, Open POWER and possibly other open source CPUs that is accessible by the widest possible spectrum of users and following the Open Hardware philosophy;
  1. to encourage the adaptation (“porting”) of existing software between alternative software platforms, the development of new software, the maintenance of existing software and the translation of documentation and software into Italian.

Article 4 – Activities

1. To achieve the above-mentioned purposes, the Association may carry out the following activities

  1. manage socio-cultural activities, such as debates, conferences, seminars, training courses and research activities also in collaboration with other associations, non-profit organisations, public bodies and institutions, both at national, European and international level
  2. promote policies for the re-use and proper and possibly innovative disposal of hardware components;
  3. produce, distribute and disseminate technological, cultural and educational material;
  4. organise funding campaigns aimed at supporting association issues;
  5. collect, archive and make documentation publicly available through a thematic documentation centre in compliance with current intellectual property laws, also for the purpose of long-term preservation of technical documentation;
  6. carry out support and maintenance activities for hardware and software on the PowerPC platform and possibly also on other CPUs;
  7. actively collaborate with Universities and Schools, to give students the opportunity to design open hardware computers and electronic devices and to develop applications with free software licences, also for the purpose of gaining experience at a professional and therefore educational level of a high technological, intellectual and collaborative level
  8. to carry out any other activity not specifically mentioned in this list but nevertheless connected with the previous ones, provided that it is consistent with the institutional purposes and suitable to pursue their achievement.

2. Pursuant to Article 6 of the Third Sector Code, the Association may also perform activities other than those of general interest, provided that they are secondary and instrumental to its main activity. The determination of activities other than those in the general interest is left to the Board of Directors which, observing any resolutions of the Members’ Meeting on the matter, is bound to comply with the criteria and limits established by the aforesaid Code and its implementing provisions with respect to the performance of such activities.

3. The Association may also engage in public fundraising in order to finance its activities of general interest, in accordance with the forms, conditions and limits set out in Article 7 of the Third Sector Code and its subsequent implementing decrees.

Title II

Rules on the associative relationship

Article 5 – Rules on internal organisation

1. The internal organisation of the Association is inspired by criteria of democratic nature, equal opportunities and equal rights of all members, the Association offices are elective and all members may be appointed to them.

2. There is no difference in treatment between members with regard to their rights and duties towards the Association.

Article 6 – Associates

1. The Association is open to natural persons and voluntary organisations that, adhering to its institutional aims, wish to collaborate in achieving them. 2. Other Third Sector organisations or other non-profit organisations may also be admitted as members, provided that their number does not exceed 50% (fifty per cent) of the number of voluntary organisations.

3. Legal entities are represented by their legal representative or by another person delegated by the Executive Board.

4. Membership of the Association is for an indefinite period of time and cannot be arranged for a temporary period, without prejudice to the right to withdraw.

Article 7 – Admission Procedure

1. In order to become a member of the Association, anyone interested shall submit a written application to the Board of Directors, which is the body responsible for deciding on admission. This application must also specify that the applicant undertakes to accept the rules of the Articles of Association and the internal regulations, to observe the provisions to be issued by the Board of Directors and the Assembly and to participate in the life of the Association.

2. The Executive Board shall decide on admission or rejection within 90 (ninety) days from the submission of the application. The Governing Board shall decide according to non-discriminatory criteria, consistent with the aims pursued and the activities of general interest carried out.

3. The acceptance of the application shall be communicated to the new member within 30 (thirty) days from the date of the decision and he/she shall be entered in the register of members.

4. Any decision of rejection must be motivated and communicated in writing to the interested party within and no later than 30 (thirty) days from the date of the resolution. Against this, the interested party may appeal to the Ordinary Assembly, within and no later than 30 (thirty) days from receipt of the communication, by means of a specific petition that must be sent to the Board of Directors by registered letter or other suitable means to certify receipt; the next duly convened Assembly shall decide on the appeal presented. The appellant must be guaranteed the right to be heard at the Assembly.

5. Applications for admission submitted by minors must be countersigned by the person exercising parental authority. The parent who signs the application shall represent the minor to all effects vis-à-vis the Association and shall be liable to it for all the obligations of the minor member.

Art. 8 – Rights and duties of the Members

1. Members have the right to

  1. participate in the Assembly with the right to vote, including the right of active and passive electorate;
  2. be informed of and participate in all activities and initiatives of the Association;
  3. examine the Association’s books. In order to exercise this right, the member must submit an express request for inspection to the Board of Directors, which shall do so within a maximum of 15 (fifteen) days. The right to inspect is exercised at the headquarters of the Association in the presence of a person indicated by the Board of Directors.

2. Members are entitled to exercise their social rights as soon as they are entered in the register of members, provided that they are up to date with any payment of membership fees, except for the right to vote in the Assembly, which is governed by Article 16, c.2, of these Articles of Association.

3. Members have the duty to

  1. behave in accordance with the spirit and purposes of the Association, protecting its name, as well as in relations between the members and between the latter and the corporate bodies;
  2. comply with the Articles of Association, any internal regulations and resolutions adopted by the corporate bodies;
  3. pay the membership fee, if any, to the extent and within the terms set annually by the Board of Directors.

4. Dues and membership contributions are not transferable and cannot be revalued.

Article 9 – Causes of termination of membership

1. Membership is lost by

  1. voluntary withdrawal. Any member may exercise the right of withdrawal at any time, by written communication to the Board of Directors. Withdrawal has immediate effect;
  2. failure to pay the membership fee, if any, within 180 (one hundred and eighty) days from the beginning of the financial year. The Board of Directors shall notify all members of this obligation within a reasonable period of time in order to make payment. A lapsed member may submit a new application for membership in accordance with Article 7 of these Articles of Association.

2. On the other hand, the member may be excluded from the Association for

  1. behaviour contrary to the purposes of the Association
  2. persistent breaches of statutory or regulatory obligations or of the resolutions of the corporate bodies
  3. having caused material or non-material damage to the Association of a certain gravity.

3. The exclusion measure, pronounced by the Board of Directors, must be motivated and communicated in writing to the person concerned within and no later than 30 (thirty) days from the date of the resolution. Against it, the excluded member may appeal to the Assembly, within and no later than 30 (thirty) days from receipt of the communication, by means of a specific petition that must be sent to the Governing Board by registered letter or other suitable means to certify its receipt; the next duly convened Assembly shall decide on the proposed appeal; any appeals proposed shall be dealt with before the other decisions on the agenda. The appellant must be guaranteed the right to cross-examination at the Assembly. Until the decision of the Assembly, for the purposes of the appeal, the member concerned by the exclusion measure shall be deemed suspended.

4. The withdrawn or excluded member has no right to the restitution of the paid membership fees nor any right to the Association’s assets.

Title III

Rules on Volunteering

Article 10 – Volunteers and Voluntary Work

1. Volunteers are natural persons who share the aims of the Association and who, of their own free will, work through the Association in a personal, spontaneous and free manner, without any profit motive, not even indirect, and exclusively for the purposes of solidarity.

2. The Association must register volunteers, whether associated or not, who carry out their activity on a non-occasional basis.

3. The Association must also insure its volunteers against accidents and illnesses related to the performance of the voluntary work, as well as against civil liability towards third parties.

4. The activity of the volunteer may not be remunerated in any way even by the beneficiary. The volunteer may be reimbursed for expenses actually incurred and analytically documented for the activity performed, subject to authorisation and within the limits established by the Board of Directors.

Art.11 – Volunteers and paid persons

1. The status of volunteer is incompatible with any form of employment or self-employment relationship and with any other paid employment relationship with the organisation of which the volunteer is a member or through which they carry out their voluntary activity.

2. The Association carries out its activities in the general interest by relying predominantly on the voluntary activity of its members or of persons who are members of its member organisations.

3. The association may employ employees or make use of self-employment or other services, only to the extent necessary for its regular functioning, or to the extent necessary to qualify or specialise the activity carried out. In any case, the number of workers employed in the activity may not exceed 50% (fifty per cent) of the number of volunteers.

Title IV

Association Bodies

Art.12 – Bodies of the Association

1. The organs of the Association are

  1. the Members’ Assembly;
  2. the Board of Directors;
  3. the auditing body, appointed if the conditions set out in Article 30 of the Third Sector Code are met
  4. the auditing body, appointed if the conditions set out in Article 31 of the Third Sector Code are met.

2. The members of the corporate bodies, with the exception of the members of the board of auditors who meet the requirements set forth in Article 2397, paragraph 2, of the Civil Code, may not be granted any remuneration, except for the reimbursement of expenses actually incurred and documented for the activity performed for the purpose of carrying out the function.

3. The election of the Association’s bodies may not be restricted or limited in any way, and is informed by criteria of maximum freedom of participation in the active and passive electorate.

Art. 13 – The Members’ Assembly: composition, convocation and functioning

1. The Assembly is the sovereign body of the Association and is composed of all the members in good standing with the payment of the annual membership fee, if any.

2. Each member may attend the Assembly in person or may be represented by another member by means of a proxy, which must be written and signed and must contain the indication of the delegating and the proxy. A maximum of three proxies per member are permitted.

3. The Assembly shall be convened by the President of the Association, following a resolution of the Executive Board, at least once a year for the approval of the financial statements. The Assembly may also be convened

  1. at the motivated request of the majority of the members of the Executive Board;
  2. upon reasoned request addressed to the Executive Board by at least 1/10 (one tenth) of the members.

In the cases referred to in letters a) and b), the President must provide for the convocation of the Assembly, which must take place within 60 (sixty) days from the date of the request. If the President fails to convene the Assembly within the aforementioned terms, the control body, if appointed, must proceed in his stead and without delay.

4. The convocation must reach the members in writing by letter or email at least 8 (eight) days before the date of the meeting. The notice shall indicate the place, day and time of both the first and second convocation, as well as the items on the agenda. The meeting on second call shall be scheduled at least 24 (twenty-four) hours after the first call.

5. The Shareholders’ Meeting may also be held by videoconference, provided that all participants are identified and that they are able to follow the discussion simultaneously, to intervene in real time in the discussion of the items on the agenda and to take part in the vote. The meeting is deemed to be held in the place where the chairman is, and where the meeting secretary must also be, in order to allow the minutes to be drawn up and signed in the relevant book. If, during the course of the meeting, the connection is suspended, the meeting shall be declared suspended by the President or his deputy, and the decisions taken up to the suspension shall be valid.

6. The Assembly shall be chaired by the President of the Association or, in his absence, by the Vice-President or another member indicated at the meeting.

7. The debates and resolutions of the Assembly shall be summarised in minutes, signed by the President and the minute-taker appointed for this purpose. The minutes shall be transcribed in the book of meetings and resolutions of the Assembly, kept at the Association’s headquarters.

Art. 14 – Ordinary Assembly: powers and quorum

1. It is the task of the Ordinary Assembly

  1. approve the financial statements, prepared by the Board of Directors
  2. approve the annual and multi-year programme of activities, if any, prepared by the Executive Board
  3. approve the social budget, if any, as prepared by the Executive Board; and
  4. determine the number, elect and revoke the members of the Executive Board;
  5. elect and revoke the members of the control body, if the conditions set forth in Article 30 of the Third Sector Code are met;
  6. elect and revoke the auditing body, if the conditions set out in Article 31 of the Third Sector Code are met;
  7. to decide on appeals against membership refusal and exclusion measures from the Association
  8. approve any regulations implementing the Statute and other regulations prepared by the Board of Directors for the functioning of the Association
  9. deliberate on the liability of the members of the corporate bodies, pursuant to Article 28 of the Third Sector Code, and promote liability action against them
  10. pass resolutions on any other matter placed on the agenda or submitted to it for examination by the Board of Directors or other corporate body.

2. The Ordinary Assembly in first call is validly constituted with the presence of half plus one of the members; in second call it is validly constituted whatever the number of members present.

3. Resolutions of the Ordinary Assembly shall be passed by a majority of the votes of the members present, in both first and second convocation.

Art. 15 – Extraordinary Assembly: powers and quorum

1. It is the task of the Extraordinary Assembly

  1. deliberate on proposals to amend the Articles of Association
  2. pass resolutions on the dissolution, transformation, merger or demerger of the Association.

2. For statute modifications, the Extraordinary Assembly in first convocation is validly constituted with the presence of at least 3/4 (three quarters) of the members and deliberates with the favourable vote of the majority of those present; in second convocation it is validly constituted with the presence of at least 1/5 (one fifth) of the members and deliberates with the favourable vote of the majority of those present.

3. For the dissolution of the Association and the devolution of its assets, the Extraordinary Assembly shall deliberate, both in first and second convocation, with the favourable vote of at least 3/4 (three quarters) of the members. This quorum also applies to the transformation, merger or demerger of the Association.

Art.16 – The Members’ Assembly: voting rules

1. Each associate member has the right to one vote.

2. The exercise of the right to vote pertains to members who are registered in the register of members, provided that they are up to date with the payment of the annual membership fee, if any. Members who have not been entered in the register of members for at least one year may participate in the Assembly without the right to vote or to stand for election, and shall not be counted towards the quorum.

3. Voting shall normally be by open vote; a secret ballot shall be held when at least 1/10 (one tenth) of those present so request. For the election of corporate offices, and in any case in the case of votes concerning persons, voting shall be by secret ballot.

Art. 17 – The Board of Directors: composition and term of office

1. The Board of Directors is the administrative body of the Association, is elected by the Assembly from among the members in good standing with the payment of the membership fee, if any, and is composed of a number of members, which may vary from 3 (three) to 7 (seven), as established by the Assembly at the time of appointment and subsequent renewals. The first members of the Board of Directors are appointed in the articles of association.

2. A person who is disqualified, incapacitated, bankrupt, or who has been sentenced to a punishment entailing disqualification, even temporary, from public office or the inability to exercise executive offices, cannot be elected as a Board member, and if appointed, shall forfeit the office.

3. Board members hold office for three (3) years and are eligible for re-election. At least 30 (thirty) days before the expiry of the term of office, the President shall convene the Assembly for the election of the new Board of Directors.

Art. 18 – The Board of Directors: convocation, operation and voting rules

1. The Board of Directors shall be convened by the President whenever he deems it appropriate or when requested by at least 1/3 (one third) of the Board members.

2. The convocation shall be made by written notice, which must reach the Board Members at least 4 (four) days before the date of the meeting, and must indicate the place, date, time, and items on the agenda.

3. In the absence of formal convocation, or failure to observe the terms of notice, meetings attended by all the Councillors shall be equally valid.

4. The Board of Directors may also meet by videoconference in the same manner as the Assembly.

5. The Board of Directors shall be chaired by the President or, in his absence, by the Vice-President; in the absence of both, it shall be chaired by another Board member chosen from among those present.

6. Meetings of the Board of Directors are legally constituted when the majority of its members are present, and resolutions are passed by a majority of those present. Proxies are not allowed.

7. Voting shall be by open ballot, except in the case of votes concerning persons, where voting shall be by secret ballot.

8. Minutes of each board meeting shall be drawn up, signed by the Chairperson and by the minute taker appointed for this purpose. The minutes are transcribed in the Board meeting and resolution book, kept at the Association’s headquarters.

Article 19 – Powers of the Board of Directors

1. The Board of Directors is vested with the broadest powers for the ordinary and extraordinary administration of the Association, and in particular has the task of

  1. draw up the annual budget, to be submitted to the Assembly for approval;
  2. draw up the annual and multi-year programme of activities, if any, to be submitted to the Assembly for approval; and
  3. draw up the social budget, if any, to be submitted to the Assembly for approval; and
  4. appointing the President, Vice-President and Secretary of the Association;
  5. decide on applications for membership of the Association and on the exclusion of members;
  6. draw up any internal regulations for the functioning of the Association, to be submitted to the Assembly for approval; and
  7. deciding on the annual membership fee, if any, and determining the amount thereof;
  8. deciding on the convocation of the Assembly;
  9. deciding on any labour relations with employees, as well as with external collaborators and consultants;
  10. ratifying or rejecting measures adopted urgently by the President;
  11. see to the keeping of the Association’s books;
  12. deliberate on the possible performance of other activities, and document their secondary and instrumental character with respect to activities of general interest;
  13. adopt any other measures assigned to it by these Articles of Association or by internal regulations;
  14. in general, adopt all measures and measures necessary for the implementation of the institutional purposes, as well as for the management and proper functioning of the Association.

2. The Executive Board may assign to one or more of its members the power to perform certain acts or categories of acts in the name and on behalf of the Association.

3. The Secretary generally manages the Association’s books and performs the tasks delegated to him/her by the Board or the President.

Art. 20 – The President: powers and term of office

1. The President is the legal representative of the Association and represents it before third parties and in court.

2. The President of the Association is appointed by the Board of Directors.

3. The office of President may be revoked by the Executive Board in the same manner as for election.

4. The office of President is also forfeited by resignation, which is submitted in writing to the Board.

5. The President has overall responsibility for the management and smooth running of the Association, and in particular is responsible for

  1. sign the deeds and documents that bind the Association both with regard to the Members and third parties;
  2. see to the implementation of the resolutions of the Assembly and the Executive Committee
  3. adopt, in case of necessity, urgent measures, submitting them within 15 (fifteen) days for ratification by the Executive Committee;
  4. Convene and preside over the Members’ Assembly and the Executive Board.

6. In the event of absence or impediment, the President shall be replaced by the Vice-President. In the event of the latter’s absence or impediment, the Board of Directors shall delegate expressly to another Board member.

Article 21 – Forfeiture and replacement of Board members

1. The office of Board Member is forfeited by

  1. resignation, tendered in writing to the Board of Directors;
  2. revocation by the Ordinary Assembly;
  3. occurrence of causes of incompatibility, pursuant to Article 17, c.2 of these Articles of Association;
  4. loss of membership due to the occurrence of one or more of the causes provided for in Article 9 of these Articles of Association.

2. Should one or more Board Members cease to hold office for one or more of the reasons indicated in the previous paragraph, the Board of Directors shall replace them by drawing from the list of those not elected in the last Board of Directors election held. The Board Members thus replaced remain in office until the first useful Ordinary Assembly, which shall decide on their confirmation. If confirmed, they remain in office until the expiry of the term of office of the current Board of Directors. In the event of non-confirmation, or if the number of non-elected members is exhausted or absent, the Board of Directors shall replace them by co-optation, subject to ratification by the first useful Ordinary Shareholders’ Meeting; in the event of non-ratification, a new election shall be held. The Board Members thus replaced remain in office until the expiry of the term of office of the current Board of Directors. Until confirmation by the Assembly, the co-opted Board Members shall not have the right to vote in the meetings of the Board of Directors.

3. Should the majority of the Board Members cease to hold office, the entire Board of Directors shall be deemed to have lapsed, and the President or, alternatively, the eldest Board Member shall convene the Ordinary General Meeting within 30 (thirty) of daysthe cessation of office, in order to proceed with a new election of the Board of Directors. Until new Board Members are elected, the ceased Board Members shall remain in office for ordinary administration activities.

Art. 22 – The Board of Control: composition, term of office and operation

1. The control body, if appointed, consists of 3 (three) members, elected by the Assembly, not necessarily from among the members. At least one of its members must meet the requirements set out in Article 2397(2) of the Civil Code.

2. The auditing body shall hold office for four (4) years and may be re-elected.

3. It shall appoint a chairman from among its members.

4. Minutes of its meetings shall be taken by the supervisory board, which shall then be recorded in the meeting and resolution book of this body, kept at the headquarters of the association.

5. In the event that, due to resignation or other causes, one or more members of the control body fall from office before the end of their term, they shall be replaced by a new election by the Assembly.

6. The members of the controlling body, to whom Art. 2399 of the Civil Code shall apply, shall be independent and perform their duties objectively and impartially. They may not hold other offices within the Association.

Art. 23 – Powers of the controlling body

1. It is the task of the supervisory body

  1. monitor compliance with the law and the Articles of Association, as well as observance of the principles of proper administration;
  2. supervise the adequacy of the organisational, administrative and accounting structure of the Association, and its actual functioning;
  3. exercise accounting control;
  4. exercise monitoring tasks with regard to compliance with civic, solidarity and socially useful purposes, with particular regard to the provisions of Articles 5, 6, 7 and 8 of the Third Sector Code
  5. certify that the social report, if any, has been drafted in compliance with the ministerial guidelines pursuant to Article 14 of the same Code. The social report, if any, acknowledges the results of this monitoring;
  6. participate in the meetings of the Assembly, at which it presents the annual report on the financial statements; has the right to participate, without voting rights, in the meetings of the Governing Board.

2. In the cases provided for in Article 31, c.1 of the Third Sector Code, the supervisory body may also perform the statutory audit.

3. The controlling body has the right to access the documents of the Association relevant to the fulfilment of its mandate. It may at any time carry out acts of inspection and control and, to this end, may ask the Board members for information on the progress of the Association’s operations or on specific affairs.

Article 24 – The Audit Board

1. The auditing body, if appointed, consists of three (3) members, elected by the Assembly, not necessarily from among the members. The members of the auditing body must be entered in the register of statutory auditors.

2. The Audit Board shall hold office for four (4) years and may be re-elected.

3. It shall appoint a chairman from among its members.

4. The Audit Board shall be responsible for carrying out the statutory audit of the accounts.

5. The auditing body shall draw up minutes of its meetings, which shall then be recorded in the meeting and resolution book of this body, kept at the association’s headquarters.

6. If, due to resignation or other causes, one or more members of the auditing body fall from office before the end of their term, they shall be replaced by a new election by the Assembly.

7. The members of the auditing body shall be independent and perform their duties objectively and impartially. They may not hold any other office within the Association.

Article 25 – Responsibilities of Corporate Bodies

1. In addition to the Association itself, the persons who have acted in the name of and on behalf of the Association are personally and jointly liable for the obligations contracted by the Association.

2. The Directors, General Managers, members of the Control and Auditing Body (if appointed) shall be liable towards the Association, its creditors, founders, members and third parties in accordance with the provisions on liability in joint stock companies, insofar as they are compatible.

Title V

Corporate books

Article 26 – Corporate books and registers

1. The Association must keep the following records

  1. the membership book
  2. the book of meetings and resolutions of the Assembly;
  3. the book of meetings and resolutions of the Executive Committee.

2. The association must keep the book of meetings and resolutions of the auditing body, if this has been appointed.

3. The association is also obliged to keep the book of meetings and resolutions of the auditing body, if this has been appointed.

4. Finally, the association shall keep a register of volunteers.

Title VI

Rules on the Association’s Assets and Financial Statements

Article 27 – Allocation of Assets and Non-Profit Purposes

1. The Association’s assets are used to carry out its statutory activities for the exclusive pursuit of civic, solidarity and socially useful purposes.

2. The distribution, even indirectly, of profits and operating surpluses, funds and reserves, however denominated, to founders, associates, workers and collaborators, Board members and other members of the social organs is prohibited, even in the case of withdrawal or any other hypothesis of individual dissolution of the associative relationship.

Article 28 – Economic Resources

1. The Association derives the economic resources for its operation and the performance of its activities from

  1. membership fees;
  2. public and private contributions;
  3. donations and testamentary legacies;
  4. estate income;
  5. fundraising activities;
  6. reimbursements from agreements with public administrations;
  7. income from activities in the general interest and miscellaneous activities pursuant to Article 6 of the Third Sector Code;
  8. any other income allowed under the Third Sector Code and other relevant regulations.

2. For the activity of general interest performed the Association may only receive reimbursement of the expenses actually incurred and documented, unless such activity is performed as a secondary and instrumental activity within the limits set out in Article 6 of the Third Sector Code.

Article 29 – Financial Statements

1. The financial year coincides with the calendar year.

2. At the end of each financial year, the Board of Directors must draw up the financial statements, which must be approved by the Ordinary Assembly. The latter shall be convened within 120 (one hundred and twenty) days from the end of the financial year, but in any case in time to have the financial statements approved by 30 June.

3. The financial statements shall be deposited at the headquarters of the Association during the 8 (eight) days preceding the Assembly convened for their approval, and any member may inspect them upon written request.

Title VII

Dissolution of the Association and devolution of its assets

Art.30 – Dissolution and devolution of assets

1. The dissolution of the Association is decided by the Extraordinary Assembly with the favourable vote of at least 3/4 (three quarters) of the members, both in first and second convocation.

2. The Assembly that decides on the dissolution also appoints one or more liquidators and decides on the destination of the residual patrimony, which shall be devolved, subject to the positive opinion of the Office referred to in Article 45, c.1, of the Third Sector Code and unless otherwise required by law, to other Third Sector organisations or, failing that, to the Italia Sociale Foundation, in accordance with Article 9 of the Third Sector Code.

Title VIII

Final Provisions

Article 31 – Referral Rules

1. For matters not expressly provided for in these Articles of Association, the Code of the Third Sector and its implementing provisions, as well as the Civil Code and its implementing provisions, insofar as compatible, apply.