Chapter IV: Association components

Art.11 - Parts of the Association

1. The main parts of the Association are:
   a) the Assembly of Members;
   b) the management of Association (or Board);
2. Any part of the Association cannot in any way be bound or limited and is based on criteria of maximum freedom of participation in the active and passive electorate.

Art.12 - The Assembly of members: composition, methods of convening and functioning

1. The Assembly is the sovereign part of the Association and is composed of all members who have regularly paid the annual membership fee.
2. Each member may personally attend the Assembly or may be represented by another member by delegation, which must be written and signed and must contain the indication of the delegator and the delegate. Up to 3 (three) delegations are allowed for each member.
3. The Assembly is convened by the President of the Association, following a resolution of the Board, at least once a year for the approval of the financial statements. The Assembly can also be convened:
   a) upon motivated request of the majority of the members of the Board;
   b) upon motivated request addressed to the Board by at least 1/5 (one fifth) of the members. In the cases referred to in letters a) and b) the President must provide for the convening of the Assembly, which must take place within 60 (sixty) days from the date of the request. If the President fails to convene the meeting within the indicated terms, the Vice President or, alternatively, the most senior Member of The Board according to age, must proceed in his place and without delay to convene the Assembly.
4. The convocation must be received in written form addressed to the members by letter, email, or another electronic means at least 5 (five) days before the date of the meeting. The notice must indicate the place, day, and time of both the first and second call, as well as the arguments on the agenda. The second call meeting must be scheduled at least 24 (twenty-four) hours after the first convocation.
5. The Assembly can also be held by videoconference, provided that all participants are identified and are allowed to follow the discussion simultaneously, to intervene in real-time in the discussion of the topics addressed, and to participate in the vote. The Assembly is considered to be held in the place where the secretary holding the minutes is located, and where the Chairman does not necessarily have to be; if the secretary and the chairman of the meeting are in two different places, the minutes will, in any case, be drawn up by the secretary, while the signing will take place later. If during the meeting the connection is suspended, the same will be declared suspended by the President or by the person acting in his place, and the decisions taken up to the suspension will be valid.
6. The Assembly is chaired by the President of the Association or, in his absence, by the Vice-President or other associate indicated at the meeting opening.
7. The discussions and resolutions of the Assembly are summarized in a report, signed by the President and by the person specifically appointed for taking minutes. The minutes are transcribed in the book of the meetings and of the resolutions of the Assembly and are kept in the headquarters of the Association.

Art.13 - Ordinary Assembly of Members: competences and quorum

1. It is the duty of the ordinary Assembly:
   a) approve the financial statements, prepared by the Board;
   b) approve any annual and multi-year program of activities, prepared by the Board;
   c) approve any social report, prepared by the Board;
   d) determine the number, elect and revoke the members of the Board;
   e) decide on appeals against the measures of denial of membership and exclusion from the Association;
   f) approve any implementing regulation of the Statute and other regulations prepared by the Board for the functioning of the Association;
   g) decide on the responsibility of the members of the corporate bodies, pursuant to Article 28 of the Third Sector Law, and promote liability action against them;
   h) deliberating on any other topic placed on the agenda or submitted for its examination by the Board or by another corporate body.
2. The Ordinary Assembly on the first convocation is validly constituted with the presence of half plus one of the members; on the second convocation, it is validly constituted whatever the number of members present.
3. The resolutions of the ordinary Assembly are taken by the majority vote of the members present, both in the first and second convocation.

Art.14 - Extraordinary Assembly: competences and quorum

1. It is the duty of the Extraordinary Assembly:
   a) deliberate on proposals to amend the Articles of Association;
   b) deliberating on the dissolution, transformation, merger, or dissolution of the Association.
2. For statutory changes, for the transformation, merger, or split of the Association, the Extraordinary Assembly in the first convocation is validly constituted with the presence of at least 3/4 (three quarters) of the members and resolves with the favorable vote of the majority of those present; in second call it is validly constituted with the presence of at least half plus one of the members and resolves with the favorable vote of the majority of those present.
3. For the dissolution of the Association and the devolution of the assets, the Extraordinary Assembly deliberates, both in the first and the second convocation, with the favorable vote of at least 3/4 (three quarters) of the members.

Art.15 - The Assembly of Associates: voting rules

1. Each member has the right to one vote only.
2. The exercise of the right to vote is allowed to members who have regularly paid the annual membership fee.
3. The right to vote will be automatically allowed to the underage member only at the first meeting held after reaching the age of majority. Until reaching the age of majority, the right of the active electorate for underage members is attributed to the person who exercises parental responsibility for them. Underage members are then counted for the purpose of reaching the quorum of the assembly.
4. Voting is normally carried out with an open vote; for the secret ballot, it is adopted when at least 1/5 (one fifth) of present members request for it.

Art.16 - The Board: composition and term of office

1. The Board is the administrative body of the Association, is elected by the Assembly from among the members who have regularly paid the annual membership fee, and is composed of a number of members that can vary from 3 (three) to 10 (ten), as established by the Assembly at the time of the appointment and subsequent renewals.
2. An interdicted, disabled, bankrupt, or someone who has been sentenced to a penalty that involves the interdiction, even temporary, from public office or incapacity to exercise executive offices, cannot be elected as Board Member, and if appointed lapses from office.
3. The Board remains in office for 4 (four) years and can be re-elected. At least 30 (thirty) days before the expiry of the mandate, the President convenes the Assembly for the election of the new Board.

Art.17 - The Board: rules of convocation, functioning, and voting

1. The Board is 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 must be received in written form by the Board members by letter, email, or other electronic means at least 4 (four) days before the date of the meeting, and must indicate the place, date, time, and arguments on the agenda.
3. In the absence of formal convocation, or failure to comply with the notice terms, the meetings attended by all the Board members will be equally valid.
4. The Board may also be held by videoconference in the same way as described previously for the Assembly.
5. The Board is chaired by the President or, in his absence, by the Vice President; in the absence of both, it is chaired by another Board member who is chosen among those present.
6. The meetings of the Board are legally constituted when the majority of its members are present, and the resolutions are taken by the majority of those present. Delegations are not allowed.
7. Voting is normally carried out with an open vote; a secret ballot is carried out when at least one of those present requests it.
8. A special report is drawn up for each board meeting, signed by the Chairman and by the member specifically appointed for taking the minutes of the meeting. The minutes are transcribed in the book of meetings and of resolutions of the Board, kept in the headquarters of the Association.

 Art.18 - Powers of the Board

1. The Board is invested with the widest powers for the ordinary and extraordinary administration of the Association, and in particular has the task of:
   a) oversee the execution of the resolutions of the Assembly of associates;
   b) draw up the financial statements, to be submitted for approval by the Assembly;
   c) draw up any annual and multi-year program of activities, to be submitted for approval by the Assembly;
   d) draw up any social balance sheet, to be submitted for approval by the Assembly;
   e) appoint the President, Vice President and Secretary of the Association;
   f) decide on applications for membership of the Association and the exclusion of members;
   g) draw up any internal regulations for the functioning of the Association, to be submitted for approval by the Assembly;
   h) decide on annual membership fee, determining the yearly amount;
   i) provide, within a reasonable period, to inform the associates about the obligation to pay the membership fee within the term established by letter b) of article 8 co. 1 of this statute;
   j) deliberate the convening of the Assembly;
   k) decide on any employment relationships with employees, as well as with external collaborators and consultants;
   l) ratify or reject the measures adopted urgently by the President;
   m) take care of the keeping of the Association's corporate books;
   n) deliberate on the possible performance of different activities, and document their secondary and instrumental nature with respect to activities of general interest;
   o) adopt any other provision that is attributed to it by this Statute or by internal regulations;
   p) generally adopt all the 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 Board may attribute to one or more of its members the power to carry out certain acts or categories of acts in the name and on behalf of the Association.
3. The Secretary generally deals with the management of the company books and carries out the tasks delegated to him by the Board or the President.

Art.19 - The President: powers and term of office

1. The President is the legal representative of the Association and represents it in front of third parties and in court.
2. The President of the Association is appointed within the Board.
3. The office of the President can be revoked by the Board in the same way as for the election.
4. The office of the President is also lost by resignation, resigned by written communication to the Board.
5. The President has the general responsibility for the management and good performance of the Association, and in particular has the task of:
   a) undersign the deeds and documents that bind the Association both with regard to members and third parties;
   b) ensure the implementation of the resolutions of the Assembly and the Board;
   c) adopt, if necessary, emergency measures, submitting them within 15 (fifteen) days for ratification by the Board;
   d) convene and preside over the Assembly of associates and the Board.
6. In case of absence or impediment, the President is replaced by the Vice President. In case of absence or impediment of the latter, it is up to the Board to confer an express delegation to another Board member.

 Art.20 - Causes of decay or replacement of the members of the Board

1. The office of Board member is lost due to:
   a) resignation, resigned by written communication to the Board;
   b) revocation by the ordinary Assembly, as a result of behavior in contrast with the aims of the Association, persistent violations of the statutory obligations or for any other behavior detrimental to the interests of the Association;
   c) arising causes of incompatibility, referred to in Article 16, paragraph 2, of this Statute;
   d) loss of the status of associate following the occurrence of one or more of the causes provided for in Article 8 of this Statute.
2. In the event that one or more Board members cease from office for one or more of the reasons indicated in the previous paragraph, the Board will replace it by drawing on the list of the non-elected in the last election of the Board held. The new Board members thus taking over remain in office until the first useful ordinary Assembly, which must decide on their confirmation. If confirmed, they remain in office until the term of office of the current Board. In case of lack of confirmation, or of exhaustion or absence of the number of non-elected, the Board provides for the replacement by co-option, subject to ratification by the first useful ordinary Assembly; in the event of non-ratification, a new election will be held. The Board Members thus replaced remain in office until the expiry of the mandate of the current Board.
3. In the event that the majority of the Board members cease from office, the entire Board will decay and the President or, alternatively, the oldest Board member, must convene the ordinary Assembly within 30 (thirty) days from the termination, in order to proceed with a new election of the Board. Until the election of the new Board, the outgoing Board members remain in office for ordinary administration.

Art.21 - Responsibility of the corporate bodies

1. In addition to the Association itself, the persons who acted in the name and on behalf of the Association are also personally and jointly liable for the obligations contracted by the Association.
2. The Board members are liable to the entity, corporate creditors, founders, associates, and third parties, in accordance with the provisions on laws for stock companies, insofar as they are compatible.