STATUTE OF THE SOCIAL PROMOTION ASSOCIATION "Minerva Association of Scientific Dissemination APS"
STATUTE OF THE SOCIAL PROMOTION ASSOCIATION "Minerva Association of Scientific Dissemination APS"
Constitution – denomination-headquarters
Is formed, in the spirit of the Constitution of the Italian Republic, pursuant to art. 36 et seq. of the Civil Code and Legislative Decree 117/2017 e ss.mm.ii. (Third Sector Code), the association called "Minerva Association of Scientific Dissemination APS", operating in the cultural sector. The association has its registered office in Bologna Via Oberdan no 17 and its duration is unlimited. The transfer of headquarters within the municipality of Bologna does not involve a statutory change.
Purpose - Purpose
The Association is not for profit and pursues only civic purposes, solidarity, of social utility The activity is carried out in favor of its members, their family members and third parties, making use mainly of the voluntary activity of its associates or of persons adhering to associated entities, in full respect of the freedom and dignity of the members, inspired by the principles of democracy and equal rights of all members.
For the purposes of the activities of general interest provided for in Article 5 of Legislative Decree 117/2017 and ss, the association carries out the following:
- education, vocational education and training, under the law 28 March 2003, n. 53, and subsequent amendments, as well as cultural activities of social interest with an educational purpose;
- 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, exercised habitually, collection and recycling of municipal waste, special and dangerous;
- university and post-university training;
- organization and management of cultural activities, artistic or recreational of social interest, including activities, also editorial, promotion and dissemination of the culture and practice of volunteering and activities of general interest;
- organization and management of tourism activities of social interest, cultural or religious.
The association aims to disseminate science by committing itself to providing the public with tools and information for the development of an autonomous critical awareness. The association's intent is to cover all areas of science, by way of example only, topics that could be dealt with are of a biological nature, doctor, geological, problem, chemist, mathematician and astronomer.
The reference point of the activities is the scientific heritage recognized by the international community. Sources of the association's work will be, as an example, academic manuals, scientific magazines, industry experts, database on-line, information from authoritative bodies and articles validated with the peer process- review.
The Association achieves its goals with the following activities, which are listed by way of example only: conferences, seminars, lessons, debates, demonstrations, production of multimedia materials, periodical and non-periodic publications. The association can carry out all securities and real estate transactions as well as services for the pursuit of the corporate purpose.
For the pursuit of its purposes, the Association may also join other bodies with which it shares aims and methods, collaborate with public and private entities in order to achieve the statutory purposes, promote initiatives for occasional fundraising in order to find financial resources aimed solely and exclusively at achieving the corporate purpose; carry out commercial and productive activities, ancillary and instrumental for institutional purposes.
Individuals can be members of the Association, legal persons and non-profit or economic entities that share the aims of the Association and that undertake to achieve them. The Association excludes the temporary nature of participation in associative life.
Anyone wishing to be admitted as a member must apply for it, by signing a specific application, addressed to the Board of Directors, undertaking to abide by this statute and to observe any regulations and resolutions adopted by the bodies of the Association. In the event of an application for membership as a member submitted by minors, the same must be countersigned by the holder of parental authority.
In the event of an application submitted by a person not liked by the association, for example for reasons of improper behavior, the Board of Directors can express itself, within thirty days, on the rejection. Rejection of the application form must be communicated in writing (e-mail or sms message) to the interested party specifying the reasons.
In case the application is rejected, the interested party may appeal to the President within thirty days of notification: the appeal will be decided, definitively, at the Shareholders' Meeting.
Rights and duties of shareholders
The shareholders are divided into the following categories:
Founding members are those who founded the Association by signing the articles of association;
Ordinary members are those who share the aims of the Association and subscribe to membership fees.
Membership qualification gives entitlement:
– to participate in all the activities promoted by the Association;
– to cast their vote in all the appointed offices;
– to enjoy active and passive electorate.
In the case of legal persons or entities, the right to access the associative positions is recognized by their legal representatives or agents.
Members are required:
– in compliance with the Statute, any Regulations and resolutions legitimately adopted by the association bodies;
– to the payment of the annual membership fee
This fee must be determined annually by resolution of the Board of Directors and in any case can never be returned. Where no new resolutions occur, reference will be made to the quota determined for the previous year. Failure to pay the membership fee implies the loss of passive and active voting rights.
Loss of membership
Membership status is lost:
in) by death;
b) by death;
c) by death.
The declaration of withdrawal must be communicated in writing to the directors and takes effect with the expiry of the current year, as long as it is done at least three months before.
Those who lose their membership by exclusion:
- are guilty of acts of indiscipline and / or repeated misconduct that constitute a violation of statutory provisions and / or internal regulations;
- that carries out or attempts to carry out activities contrary to the interests of the Association;
- that, in any way, causes or is likely to cause serious damage, also moral, to the Association.
The loss of quality of the members is decided by the Board of Directors and must be immediately notified to the interested party. The partner enters 30 days from the notification of the exclusion measure, may appeal to the Shareholders' Meeting.
The exclusion becomes effective after expiration 30 days from notification. Subsequently, the provision of the Board of Directors must be ratified by the first ordinary assembly that will be convened. During this meeting, to which the shareholder concerned must be summoned, an examination of the objections will be carried out in contradiction with the person concerned. The resolutions taken regarding exclusion must be communicated to the recipient shareholders by e-mail or letter. The member can appeal to the judicial authority within six months from the day on which he was notified of the resolution. Resignation as a member must be submitted in writing to the Board of Directors with the return of the social card and take effect starting from the annotation in the shareholders' register.. Associates who have withdrawn or have been excluded or who in any case have ceased to belong to the association, they cannot repeat the contributions paid, nor do they have any rights over the association's assets.
Heritage, financial year and budget
The financial year runs from 1 January to 31 December each year. The Board of Directors must prepare the economic-financial report to be presented to the Assembly of the associates. The financial statement must be approved by the Assembly of associates within four months of the end of the financial year.
The association draws the economic resources for its operation and for the performance of its activities from:
in) membership fees and contributions;
b) heredity, donations and bequests;
c) state contributions, of the regions, of local authorities, of institutions or public bodies, also aimed at supporting specific and documented programs carried out within the scope of the statutory purposes;
d) contributions from the European Union and international organizations;
and) income deriving from the provision of agreed services;
f) proceeds from the sale of goods and services to associates and third parties, also by carrying out economic activities of a commercial nature, artisanal or agricultural, carried out in an auxiliary and subsidiary manner and in any case aimed at achieving the institutional objectives;
g) donations by members and third parties;
h) income deriving from promotional initiatives aimed at own financing, for example: entertainment shows, playful activities such as parties, gite, subscriptions also with prizes;
the) other income compatible with the social purposes of the social promotion associations.
The corporate assets can never be divided among the members during the life of the association or upon its dissolution and consists of:
in) real estate and movable property;
b) actions, bonds and other public and private securities;
c) donations, bequests or inheritances;
d) other provisions and capital availability.
The social assets must be used, according to the laws in force, in the most appropriate way to achieve the aims of the Association. The shares are non-transferable and cannot be reimbursed even in the event of resignation, exclusion or death of a shareholder. The body's assets are used for carrying out the statutory activity for the exclusive pursuit of civic purposes, solidarity and social utility.
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 required by law. The association is obliged to reinvest any management surplus in favor of institutional activities provided for by the statutes.
Corporate bodies and elected offices
They are organs of the Association:
– the Assembly of associates;
– the Board of Directors;
Corporate bodies and elected offices
– the Treasurer;
– the Board of Statutory Auditors, if the Assembly deems to appoint him.
The Assembly is a sovereign body and is made up of all members. The Assembly is convened by the directors, at least once a year, for the approval of the balance sheet / final and budget economic financial statement. The Assembly is convened, Furthermore, by the directors when the need arises or when a justified request is made by at least one tenth of the members. The Assembly is chaired by the President in office.
To call the Assembly, the Board of Directors meets in session, deliberates the place, the day and time of the first call and the place, the day and time of the second call, which must at least happen 24 hours after the premiere. The Assemblies, both ordinary and extraordinary, they are convened by sending an e-mail message to all shareholders, even if suspended or excluded pending the final judgment of the Assembly, at least 10 days before the scheduled day.
In the case of minors, the summons is sent to the legal guardian. Members without an e-mail box receive the communication by postal letter or text message. The convocation notice must contain the day, the time and place of the meeting; the agenda with the items under discussion. Participation by proxy is not allowed, but participation is allowed (even in extraordinary shareholders' meetings) remote.
The Assembly can be constituted in ordinary and extraordinary form.
The ordinary and extraordinary Assembly is validly constituted with the presence of at least half of the members, while in second call the resolution taken is valid regardless of the number of attendees. In the assemblies, members of legal age in good standing with the payment of the membership fee have the right to vote.
The resolutions of the ordinary and extraordinary assembly are taken by majority vote, unless otherwise required by law and by this statute. The voting methods follow the principle of single voting: a head, a vote. If the legal guardian of a minor partner, is not a member of the Association, he will be able to attend the Assembly but without the right to speak, unless recognized by the Secretary.
The resolutions of the ordinary Assembly are taken by a majority of those present.
In the resolutions concerning their responsibility, the directors do not have the right to vote. Voting is usually done by show of hands. The election of corporate offices is carried out by secret ballot on ballot paper. The resolutions are immediately enforceable and must appear together with the summary of the debate in a special report signed by the President and the Secretary of the Assembly.
The Ordinary Assembly deliberates on the following topics:
in) discusses and approves the budget;
b) proceeds with the appointment of directors and other elective offices, determining the number of members in advance; he is also responsible for the work of the members of the corporate bodies;
c) discusses and approves any regulations prepared by the Board of Directors for the functioning of the Association;
d) deliberates on the responsibilities of the directors;
and) resolve disputes between shareholders
f) ratifies the exclusion of members
The Extraordinary Assembly resolves on the amendment of the Statute; on the dissolution of the Association and on the devolution of assets. For statutory changes, the Extraordinary Assembly deliberates in the presence of at least one tenth of the members and with the favorable vote of the majority of those present; for the dissolution of the Association and devolution of the assets, the Extraordinary Assembly deliberates with the favorable vote of at least three quarters of the members.
The ordinary and extraordinary assembly is chaired by the President of the Association and in his absence by the Vice President or by the person designated by the assembly itself. The appointment of the secretary is made by the Chairman of the assembly. The resolutions of the Assembly are immediately enforceable and must appear in the minutes, signed by the President and the Secretary.
Board of Directors
The Board of Directors is elected by the Shareholders' Meeting and is made up of a minimum number of 3 elements; the number of members is determined by the Assembly. The members are elected from among the members and among the natural persons indicated by associated bodies. For the purposes of the causes of ineligibility and forfeiture, reference is made to Article 2382 of the Italian Civil Code.. The power of representation attributed to the Directors is general. The limitations of the power of representation are not enforceable against third parties if they are not registered in the single national register of the third sector or if it is not proven that the third parties were aware of them..
The members of the Board remain in office for three years and can be re-elected.
The Board elects the President from among its members, the Vice President and the Treasurer. The title of treasurer can also be held by president or vice president. The Board of Directors is convened by the President every time there is a matter on which to deliberate, or when requested by at least one third of the members.
The convocation is made by means of an e-mail message to be sent no less than eight days before the meeting. The sessions are valid when the majority of the members take part and the resolutions are adopted with the favorable vote of the majority of the voting attendees..
Participation by proxy is not allowed but remote participation is allowed.
The minutes of each meeting of the Steering Committee, drawn up by the Secretary and signed by the same and by whoever chaired the meeting, are kept in the records. The Board of Directors is invested with the widest powers for the management of the Association. It is up to, as an example, to the Council:
in) define the general annual program of activities and take care of the execution of the shareholders' resolutions;
b) draw up the economic report – financial;
c) prepare any internal regulations;
d) stipulate the deeds and contracts relating to the social activity;
and) deliberate on the withdrawal and exclusion of members;
f) appoint the heads of the work commissions and the sectors of activity in which the life of the Association is divided;
g) carry out all acts and operations for the proper administration of the Association that are not due to the Shareholders' Meeting, including the determination of the annual membership fee;
h) supervise the proper functioning of all social activities and their coordination
In the event of death, resignation, exclusion of one or more members as well as in the event of forfeiture of office due to unjustified absences for at least 3 consecutive times, the Board replaces them by appointing the first of those not elected at the meeting for the renewal of the corporate offices who remain in office until the expiry of the entire Board, subject to ratification by the Shareholders' Meeting immediately following.
In the impossibility of implementing this method, the Board will not proceed with any replacement until the next Shareholders' Meeting which will be responsible for electing the replacements for the reinstatement of the body until its natural expiry. If the majority of the members fail, those remaining in office must convene within 20 days the assembly to provide for the election of a new Council.
President and Vice President
The President has the legal representation and signature of the Association. President, elected by the Board of Directors, has the task of presiding over the same as well as the Shareholders' Meeting, establishes the agenda of the meetings of the Governing Council, chairs and coordinates the activities of the Association with initiative criteria for all matters not exceeding ordinary administration.
In case of absence or impediment, his duties are exercised by the Vice President.
The President coordinates the execution of the resolutions of the Board of Directors and in case of urgency he assumes the powers, asking him to ratify the measures adopted in the immediately following meeting. In case of resignation, it is up to the Vice President to convene by 30 days the Board of Directors for the election of the new President.
The Treasurer is responsible for the administrative and financial management of the Association concerning the financial year and the keeping of the accounting books. It takes care of the drafting of the final and budget balance sheets on the basis of the decisions taken by the Board.
The Supervisory Body, monochrome, is appointed if the Assembly deems it appropriate or due to regulatory obligations, pursuant to art. 30, comma 2 of the Legislative Decree. n. 117/2017. The member of the Body remains in office for three years, it can be re-elected and can also be chosen from people outside the Association, with regard to their competence, and must be chosen from among the statutory auditors registered in the appropriate register.
The Supervisory Body:
• monitors compliance with the law, of the Articles of Association and on compliance with the principles of correct administration; • monitors the adequacy of the organizational structure, administrative and accounting and its concrete functioning;
• carries out tasks of monitoring compliance with civic purposes, solidarity and social utility.
The member of the Supervisory Body may at any time carry out inspection and control acts e, a tal fine, may ask the directors for information on the progress of corporate operations or on certain business.
It can also exercise, upon exceeding the limits set out in art. 31, comma 1 of the D.. Lgs n. 117/2017, the statutory audit.
In addition to the regular keeping of company books (Assembly, Board of Directors, Board of Statutory Auditors, Members), substantial publicity and transparency of the documents relating to the Association's activities must be ensured, with particular reference to the annual financial statements or reports. Such corporate documents, they are kept at the registered office and must be made available to the shareholders for consultation. Shareholders have the right to examine the company books upon written request to be submitted to the Board of Directors. Anyone wishing to have a copy of the documents will have to bear the relative expenses.
Dissolution of the association and devolution of assets
The dissolution of the Association must be approved by the Extraordinary Assembly with the favorable vote of at least three quarters of the members with the right to vote. In the event of dissolution of the Association, a liquidator will be appointed, also chosen from among non-members, which takes care of the liquidation of all movable and immovable property and extinguishes the outstanding obligations. In the event of termination or dissolution, the residual assets are donated, subject to the opinion of the competent PA Office, unless otherwise required by law, to one or more other ETSs (identified by the Statute, Assembly, Board of Directors) or, lacking, to the Italy Social Foundation.
This Statute must be observed as a fundamental act of the Association. Although not expressly provided for, reference is made to the current legislative provisions on the subject.