Statute and Deed of Partnership

STATUTE [*]

Association “Rina & Franco Bellaterra” – International
to Support People with Special Needs – ETS

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Art. 1 – Name

An Association named “Associazione Rina & Franco Bellaterra International – for the support of people with special needs – ETS” (AREF International ETS), a non-profit organization of social utility, hereinafter more briefly referred to as the Association.

The Association will continue to use the acronym ONLUS and the tax provisions outlined in Legislative Decree No. 460 of December 4, 1997 will continue to apply, without interruption, until the new tax provisions outlined in the Code become applicable and, in any case, not before the tax period following that in which the Single National Register of the Third Sector (hereinafter referred to as RUNTS), in accordance with the provisions of Article 104, paragraphs 1 and 2, of the CTS and Article 5-sexies of Decree Law No. 148/2017.

The Association will automatically adopt the acronym ETS (Third Sector Entity) once the two conditions set out in Article 104, paragraph 2 of the CTS, and registration in the RUNTS have been met.

Art. 2 – Office and sphere of activity

The Association has its registered office in Rome.

The Association’s activities will be conducted exclusively within the Lazio Region.

The Association, with the approval of the Board of Directors, can establish operational divisions or branches in other localities in Italy or abroad.

Art. 3 – Objectives

The Association is non-profit, non-religious, and non-political. All of the provisions foreseen by the Legislative Decree No. 117 of July 3, 2017 (hereinafter referred to as CTS or Third Sector Code) and subsequent corrective and amending decrees.

The association draws its structure and the contents of its activity on the principles of democracy and equal rights of all its members, without restrictions with regard to economic conditions and discrimination of any kind.

The association is born with the chief aim to provide support to the people, families, and social groups who present, for different reasons, difficulties, hardships, and “special needs”, in three principal sectors:

1. Chronic diseases, rare, terminal, and/or particularly disabling, in any phase of the life cycle from birth to the elderly;
2. Psychological, psychophysical, sensorial, psychiatric, and neurological disabilities;
3. Long-distance support for children, adults, families, and social groups, and sponsorship of local initiatives aimed at improving the living conditions of people from different cultures, ethnic groups, and countries, and protecting and affirming their human rights.

The Association pursues exclusively civic, solidarity, and social utility objectives in relation to the above-mentioned areas, through the performance of one or more of the following activities of general interest, as described in Article 5 of the CTS:

d) education, instruction, and professional training, pursuant to Law No. 53 of March 28, 2003, as amended, as well as cultural activities of social interest with educational purposes;

g) university and post-graduate education;

h) scientific research of particular social interest;

i) organization and management of cultural, artistic, or recreational activities of social interest, including activities, including publishing, for the promotion and dissemination of culture and the practice of volunteering and activities of general interest referred to in this article;

k) organization and management of tourist activities of social, cultural, or religious interest;

n) development cooperation, pursuant to Law No. 125 of August 11, 2014, as amended;

r) humanitarian reception and social integration of migrants;

u) charity, long-distance support, free distribution of food or products referred to in Law No. 166 of August 19, 2016, as amended, or provision of money, goods, or services to support disadvantaged persons or activities of general interest in accordance with this article;

v) promotion of a culture of legality, peace among peoples, nonviolence, and unarmed defense;

w) promotion and protection of human, civil, social, and political rights, as well as the rights of consumers and users of activities of general interest referred to in this article, promotion of equal opportunities and mutual aid initiatives, including time banks referred to in Article 27 of Law No. 53 of March 8, 2000, and the solidarity purchasing groups referred to in Article 1, paragraph 266, of Law No. 244 of December 24, 2007.

The Association may carry out activities other than those mentioned above, provided that they are secondary and instrumental to activities of general interest, according to criteria and limits defined by specific regulations on the subject.

The Association may promote and carry out the above activities directly and/or in collaboration or agreement with public and private bodies.

In particular, by way of example and without limitation, the Association carries out:

• Studies, research, and any other initiative aimed at gaining knowledge, including legal knowledge, of the subject matter of the intervention;
• Establishment of databases, publications, and documentation of all kinds (literary, audiovisual, electronic, multimedia, etc.);
• Activities, including on behalf of third parties, relating to scholarships, conferences, cultural exchanges, seminars, research, internships, reviews, press conferences, events in general, congresses, exhibitions, and promotional displays;
• Training activities (refresher and training courses, school and extracurricular courses, etc.), cultural activities, and initiatives of any kind aimed at education, continuing education, refresher courses, and information;
• Specific training activities aimed at operators and volunteers who work, or who may work, in the three sectors indicated above and with reference to international development cooperation and long-distance support interventions:
• Specific training, counseling, and psychological support activities for relatives and family members of the people involved in the intervention;
• Economic support activities for the people involved in the intervention;
• Consulting and technical-scientific support activities for public administrations, trade associations, private citizens, companies operating in the area, and all those to whom the Association is addressed;
• Professional training courses and initiatives aimed at creating new employment, especially for young people and/or entrepreneurial initiatives;
• Research and dissemination of the ethno-anthropological, cultural, and religious aspects of a given community to rediscover, enhance, or preserve its traditions and cultural roots;
• Participation in public, national, or transnational calls for proposals for cultural, training, and intervention initiatives;
• Cultural tours that promote and encourage exchanges and mutual understanding
• Design and implementation of initiatives, including construction projects, to support the activities carried out, such as classrooms, laboratories, facilities to support social, educational, and health interventions, etc.;
• Enhancement of artistic, cultural, and environmental heritage through the study, cataloging, restoration, protection, management, promotion, and dissemination of cultural and environmental assets in the geographical areas where support or intervention is developed;
• Participation in programs and initiatives with similar aims;
• Opening of offices, including online offices;
• Creation of promotional and dissemination material, including online and multimedia material;
• Publication and dissemination of material resulting from the research of members and all other activities organized by the Association, including through specific agreements and within the disciplines related to its aims, with scientific and university bodies.

The Association may also collaborate with all initiatives, including individual ones, and with all bodies that pursue the same aims and that, in general, carry out any activity, including commercial activities, that is not for profit but may be necessary or useful exclusively for the achievement of the Association’s aims.

In accordance with its objectives, the Association shall also analyze and process data collected within the territory in order to identify suitable cognitive and operational tools, including in collaboration with local authorities, in compliance with EU directives, national laws, regional provisions, and any other relevant national and/or international regulations.

Art. 4 – Bodies of the Association

The organs of the Association are:

• The President;
• The Vice President;
• The Board of Directors;
• The General Meeting;
• the Internal Control Body (if applicable);
• the Statutory Auditor (if applicable).

Art. 5 – The President and Vice President

The President has, to every extent, the organic representation of the Association, directs and coordinates all of the activities of intervention, training, and didactics conducted by the Association, and carries out the functions delegated to him by the Board of Directors.

The President is also the President of the Board of Directors.

The President is elected by the founding members upon the establishment of the Association and remains in office for three years. At the end of the term, he or she is elected by the Board of Directors from among its members. The position is renewable.

The Vice President is elected by the Board of Directors among its members and carries out the tasks delegated to him by the President. He is elected for the first time on the establishment of the Association and remains in office for three years. The appointment is renewable.

Art. 6 – The Board of Directors

The Board of Directors is the guiding and executive organ of the Association.

It promotes and puts into effect the initiatives necessary for the continuation of the statutory aims and carries out the relative activities with all the powers of normal and special management.

The Board of Directors is made up of seven members elected by the General Meeting.

The Councilors remain in office for three years and are re-eligible.

The Board of Directors elects the President, Vice President, and Treasurer from among its members.

When, during the three years, one or more elected positions on the Board of Directors become vacant due to resignation or other causes, the Board shall replace them by appointing the member or members who were next in line in the voting rankings in the last general meeting election.

The power of representation attributed to the directors is general. Limitations on the power of representation are not enforceable against third parties unless they are registered in the RUNTS or unless it can be proven that the third parties were aware of them.

Art. 7 – The General Meeting

The Assembly is made up of Founding, Ordinary, Honorary, and Supporting members, provided that they have been registered in the membership book for at least three months and have fulfilled their commitments for the current year. Entities that are Associate members will send a representative.

The Assembly:

1. appoints and dismisses the members of the corporate bodies;
2. appoints and dismisses, where applicable, the person responsible for the statutory audit of the accounts;
3. approves the financial statements;
4. decides on the liability of the members of the corporate bodies and takes action against them;
5. decides on the exclusion of members, if the articles of association or the bylaws do not assign the relevant competence to another body elected by the same;
6. decides on amendments to the articles of association or the bylaws;
7. approves any regulations governing the work of the Assembly;
8. decides on the dissolution, transformation, merger, or division of the association;
9. decides on other matters assigned to it by law, the articles of association, or the bylaws.

The Assembly is convened once a year to approve the budget and final accounts, and whenever the Board deems it necessary or a quarter of the members request it.

The Assembly is convened by the President by written notice to the members containing the agenda, in paper or electronic form, in the manner deemed appropriate.

The Assembly is valid, in the first convocation, when the number of attendees is not less than the majority (in person or by proxy) of those entitled to vote, and in the second convocation, regardless of the number of attendees.

Absent members may delegate other members to represent them. A single member may not accept more than three proxies.

The Extraordinary Meeting is provided for in Articles 15 and 23 to deliberate on the items and in the manner indicated therein.

Art. 8 – The Partners

The Association includes the following categories of members:

1. Founding Partners;
2. Ordinary Partners;
3. Associated Partners;
4. Honorary Partners;
5. Supporting Partners.

Founding Partners are those people who have founded the present Association.

Honorary partners are those people who, for their particular requisites and characteristics or for having acquired particular merits towards the Association, have obtained a favorable and motivated opinion on the part of the Board of Directors.

Supporting Partners are those people who, in sharing the aims of the Association, contribute with donations or goods of different nature to the Association’s activity and who have obtained a favorable and motivated opinion on the part of the Board of Directors.

Ordinary Partners are those people who, in agreement with the statutory aims, have obtained a favorable and motivated opinion on the part of the Board of Directors.

Associated Partners are the Companies, Associations, or Bodies which, in agreement with the statutory aims, have obtained a favorable and motivated opinion on the part of the Board of Directors.

All categories of Partners, with the exception of the Honorary Partners, are bound to the payment of an annual contribution whose amount will be defined by the General Meeting on the proposal of the Board of Directors. After two years of delayed payment, the Partner lapses. The names of the partners, divided by category, are registered by the Board of Directors in a special Roll to be kept at the Association’s headquarters.

Art. 9 – Partner’s Requisites

Whoever intends to be admitted as a partner in the Association must present a written request to the Board of Directors, in which the following is declared:

1. first name, last name, place of residence, and date of birth;
2. to undertake to comply with the provisions of these Articles of Association and the resolutions legally adopted by the association’s bodies;
3. to undertake to pay the annual membership fee, the amount of which will be determined by the Board of Directors.

The application to become a member must be submitted in writing to the Board of Directors, which will notify the applicant within sixty days of receiving the application of any decision to reject it. The applicant may, within sixty days of notification of the rejection decision, request that the application be considered by the Assembly at its next meeting, unless a special meeting is convened for this purpose.

Once the Board of Directors has verified that the requirements have been met, it will decide on the admission of the new member. The decision will be communicated to the applicant and recorded in the company’s books. The decision will only become effective after the membership fee has been paid, within five days of the applicant receiving notification of acceptance. The decision will automatically lapse if the aforementioned fee is not paid.

Art. 10 – Loss of Partnership Rights

Partnership rights are lost for the following reasons:

1. Voluntary withdrawal;
2. Delay;
3. Action of exclusion by the Association.

Voluntary withdrawal from the Association must be communicated in writing to the Board of Directors and is effective on the first day of the month following that of the date on the letter’s postmark.

In the case of default of the annual enrolment fee, within 60 days following the date established by the Board of Directors, the Partner is considered in default and therefore, loses the right to membership in the Association, with the procedures established in art. 11.

The exclusion of a Partner for reasons incompatible with the continuation of such a quality may be set out by the Board of Directors, with the absolute majority of its members. The action of exclusion must be motivated and communicated to the interested party by registered letter.

Art. 11 – Suspension from office and reinstatement

The President notifies, even by using registered letters, to the individual or to the legal entity involved, the suspension action and, in the case of their persistent default, after 30 days from notification, provides to declares the partners for whom the non-fulfillment is registered as having lost their rights.

The Board of Directors may decide whether to co-opt other partners in their capacity as Supporting Partners, who will substitute the Partners who have lost their rights, whose admission to the Association is, in any case, subordinate to the rules outlined in the preceding articles of the present Statute.

Art. 12 – The Treasurer

The Treasurer manages the Association’s cash flow and keeps its accounts, carries out the relevant checks, monitors the keeping of the accounting books, prepares the budget and final balance sheet from an accounting point of view, accompanying them with an appropriate accounting report.

Each of the Treasurer’s acts must be countersigned by the President or, in his absence, by the Vice President.

Art. 13 – Control body

The control body, which may be monocratic, is appointed by the Shareholders’ Meeting when two of the size limits set out in Article 30 of the CTS have been exceeded for two consecutive financial years.

The control body monitors compliance with the law and the articles of association and with the principles of proper administration, as well as the adequacy of the organizational, administrative, and accounting structure and its actual functioning. The control body also monitors compliance with civic, solidarity, and social utility objectives and certifies that the social report has been prepared in accordance with the guidelines set out in Article 14 of the CTS.

Art. 14 – Statutory auditor

The Association appoints a statutory auditor or an auditing firm registered in the appropriate register if it exceeds two of the size limits set out in Article 31 of the CTS for two consecutive financial years.

Art. 15 – Statute Modification

These Articles of Association may be amended by the Extraordinary General Meeting with the participation of at least two-thirds of the members and with the favorable vote of the majority of the members. Proposed amendments must be brought to the attention of the members at least 30 days before the General Meeting that is to discuss them.

Art. 16 – Association Corpus

The Association’s Corpus is made up of:

• from the initial endowment granted by the Founding Members upon joining the Association;
• from the annual fees paid by Founding Members, Supporting Members, and Ordinary Members in the amounts established annually by the Board of Directors;
• from the proceeds derived by the Association from its institutional activities or from fundraising activities pursuant to Article 7 of the CTS;
• from donations, gifts, contributions, and subscriptions received by the Association from private and public entities that wish to support its activities;
• from public, national, and/or international funding for the pursuit of objectives that the Association may access in accordance with its social purpose.

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

Art. 17 – Financial Year and First Corporate Accounting Period

The financial year begins on January 1 and ends on December 31 of each year.

The financial statements show the economic, financial, and equity situation of the entity and include the mission report, which illustrates the budget items, the economic performance of the entity, and the management methods used to pursue the statutory purposes, with mention of the instrumental and secondary nature of any activities other than those of general interest.

If the size limit referred to in Article 14 of the CTS is exceeded, the Association shall prepare, file with the RUNTS, and publish on its website, under the responsibility of the President, the social financial statements drawn up in accordance with the guidelines adopted by decree of the Minister of Labor and Social Policies.

The Association’s financial statements must be filed by the Treasurer at the registered office and made available to Members at least 15 days before the General Meeting.

The first financial year begins on the date of incorporation of the Association and ends on December 31 of the same year.

Art. 18 – Management Surpluses

It is prohibited to the Association to distribute, even in an indirect manner, management returns or surpluses however denominated, as well as funds, reserves or capital during the life of the Association, unless the destination or the distribution are imposed by law or are carried out in favor of other non profit organizations (ONLUS) which by law, Statute or rules and regulations are a part of the same and unitary structure.

The Association has the obligation to employ the returns or management surpluses for the realization of the institutional activities and of those directly connected to them.

Art. 19 – Association Books

In addition to keeping the books required by law, the Association keeps a register of members, a register of volunteers who carry out non-occasional activities, and the minutes of the meetings and resolutions of the Assembly, the Board of Directors, the Supervisory Body, and any other corporate bodies.

Members or subscribers have the right to examine the corporate books.

Art. 20 – Sections

The operative sections or branches, set up according to art. 2 of the present Statute, are governed by special rules approved by the Board of Directors.

The Sections may be dissolved by the Board of Directors, if the need for their existence were to be deemed no longer necessary or in the case of non or bad operation.

Art. 21 – Departments

For the practical realization of the didactic activities, the Board of Directors will organize some special functional units called Departments, whose overall operation will be managed and coordinated by the President of the Association.

The Departments will be established by grouping the Association’s own activities. Each department will be managed by a coordinator, who will be responsible for the regular course of activities in his/her own Department.

Each Department will also anticipate the establishment of an eventual Department Council, where this will be deemed necessary.

The appointment modalities of the Departments’ operations Coordinators and of the Department Councils will be outlined in special Rules and Regulations approved by the Association’s Board of Directors.

Art. 22 – Teaching Staff

The eventual training courses and other seminars and didactic activities of the Association will be carried out by teachers of proven experience and qualifications, who may be both partners and external collaborators or personnel taken on full-time or for specified periods by the Association with a private law contract. The hiring modalities, tasks, and responsibilities of the teachers will be determined by the Board of Directors.

Art. 23 – Dissolution, transformation, merger, or demerger

The dissolution, transformation, merger, or division of the Association must be decided by the Extraordinary Assembly with the participation of at least two-thirds of the members.

The dissolution of the Association, for any reason, entails the obligation to transfer the Association’s assets to other non-profit organizations of social utility (ONLUS) or for public utility purposes, which have a similar, related, or connected purpose to that of the Association, after consulting the supervisory body referred to in Article 3, paragraph 190, of the Law of December 23, 1996, No. 662, unless otherwise required by law, until the new tax provisions provided for by the CTS become applicable in accordance with the conditions referred to in Article 1 of these Articles of Association. Once the RUNTS is operational, the remaining assets shall be donated, subject to the approval of the RUNTS and unless otherwise required by law, to other third sector entities in accordance with the provisions of the articles of association or the competent corporate body or, failing that, to the Fondazione Italia Sociale.

Art. 24 – Arbitration Clause

Whatever controversy should arise related to the execution or interpretation of the present Statute and which may be subject to compromise shall be referred to the judgment of a friendly Board of Arbitrators, which will judge according to equity and without procedural formalities, giving place to non-regular arbitration. The arbitrators will be chosen by mutual consent by the interested parties; should this not be possible, the President of the Court of Law of Rome shall nominate them.

Art. 25 – Applicable Law

For everything that has not been foreseen by the present Statute, reference will be made to the norms of entities contained in Book I of the Civil Law and, in order, to the norms contained in Book V of the Civil Law.