STATUTE OF NON-PROFIT CULTURAL ASSOCIATION NOT RECOGNIZED
- NAME, LOCATION, DURATION AND PURPOSE
Art. 1 - Name and location
It is constituted the Association called "Hod8" (hereinafter Association) with seat in Via Arapietra 128, 65124 Pescara(PE).
Art. 2 - Duration
The Association has unlimited duration and may be dissolved by resolution of the Extraordinary Assembly.
Art. 3 - Purpose and finality
The association is non-profit and operates without discrimination of nationality, political or religious character. The Association has for purposes the dissemination and knowledge of the subjects, Astrology, Cartomancy, Ceremonial Magic, Numerology, personal, social and artistic improvement of its members in the fields of culture, science and art; the realization, practice and enhancement of initiatives and services of culture,
of the arts, as well as the dissemination, publication and promotion of activities throughout the national and international territory.
The Association promotes and organizes, without any lucrative purpose, cultural, musical, recreational, cinematographic, artistic animation events, and participates in them with its members, if promoted and organized by other Associations, Public and Private Bodies; promotes and organizes conferences, debates, internships, conferences, competitions, awards, etc.; promotes and organizes refresher and advanced courses, Astrology, Cartomancy, Ceremonial Magic, Numerology.
The Association, in order to achieve its statutory purposes, will carry out publishing, literary, and musical activities, taking care of the publication and dissemination of plaquettes, periodicals, newsletters, newspapers, audiovisual material and books and web, social in the areas of interest, also aimed at non-members, for the dissemination and dissemination of its activities and those of its members. For the implementation of its purposes, the Association may hire or engage artists, speakers, experts or other specialized personnel outside the Association. The Association will be able to adhere to National Bodies, Federations and Associations, maintaining its autonomy. The Association may proceed to agreements with public and private bodies in order to offer its members profitable opportunities and facilities.
- INCOME, ASSETS AND SHARES
Art. 4 - Resources of the Association
The economic and financial resources for the functioning and carrying out of the Association's activities derive from:
contributions from members;
contributions from private individuals;
contributions from the state, public bodies or institutions;
contributions from international organizations;
donations and testamentary bequests;
reimbursements deriving from conventions;
income deriving from social initiatives;
income deriving from marginal commercial and productive activities.
It is explicitly forbidden the allocation of profits, remains of management, distribution of funds or any capital among the partners. The Association may carry out any other activity connected or related to the social purposes, as well as perform all acts and conclude all contractual transactions of a real estate, movable, industrial and financial nature, necessary and useful for the realization of said purposes and, in any way, directly or indirectly related to the same. The Association has the obligation to draw up economic-financial statements that must be approved annually by the members' meeting. The Association shall have the obligation to reinvest any surplus management surplus in favour of institutional activities provided for by the present statute.
The Association, for tax purposes, must be considered a non-commercial entity, according to the provisions of paragraph 4, art. 87, Dpr 22 December 1986, n. 917.
Art. 5 - Membership fee
The membership fee is annual and defined annually by the Board of Directors taking into account the program of activities planned for the following year and is communicated in writing to members. The associative fee is not transferable.
Art. 6 - Composition of the Association
The Association may include natural persons, legal persons, bodies and associations that are interested in the activities of the Association itself and share its aims and objectives because of their social object, their work, study, leisure, cultural interest.
It is expressly excluded any form of temporariness of participation in the associative life. All Members carry out their activities free of charge, subject to reimbursement authorized by the Board of Directors. All members have the right to participate in the life of the Association.
The following categories of members are provided:
Founding Members are considered to be those who have participated in the Association's founding deed. Ordinary Members are those who are admitted to be part of the Association according to the resolution of the Board of Directors. Honorary Members are those personalities who, for reasons related to their professionalism or prestige - even moral -, it is considered that the Association is honored to include them among its members. They are appointed by the Ordinary Assembly upon proposal of the Board of Directors; they are not required to pay the annual membership fee; the title of Honorary Member is lost due to written renunciation or exclusion by the Board of Directors.
Art. 7 - Members' Rights
All members have the right of access to the social premises, to the events organized by the Association, and, in general, to all the initiatives promoted by the Association. Members also have the right to participate in assemblies, with the right to speak and vote (if they are of age). They can be elected to the social offices. The eligibility to the administrative bodies of the Association will be free, on self-application, with the principle of single vote and with the sovereignty of the assembly of members. Publicity will be given to the convocations of the assemblies, to the relative deliberations, to the budgets and to the reports.
The number of members is unlimited.
Members are entitled to participate free of charge in the activities of the Association. To cover the costs of particular initiatives, planned and promoted by the Association, extraordinary self-financing fees may be requested only to members interested in them.
Art. 8 - Duties of members
Membership of the Association is free and voluntary, but it commits the members to respect the decisions taken by its Social Bodies, to respect the statute and any regulations, to pay the membership fee, to respect the aims of the Association, to the correct use of the equipment and places provided by the Association and to a correct behavior both in internal relations with other members and with third parties.
The member is required to cooperate in achieving the purposes for which the Association was established, under the coordination of the Board of Directors.
Art. 9 - Member admission criteria
In order to qualify as a member, applicants must submit an application to the Board of Directors, which will have the right to accept or reject it without having to disclose the reason. The application will be accompanied by a declaration of acceptance of the Statute and the resolutions of the Social Bodies, of wanting to participate in the life of the Association, of being informed about the state of the structures, plants and equipment used to carry out the activities, of knowing and accepting the Statute and the rules prescribed by the federations and Associations to which the Association is affiliated.
The form with the signed application must be delivered directly to a member of the Board of Directors or sent by Post and/or Email to the Secretary of the Association. In case of acceptance by the Board of Directors this will be communicated to the interested party who will have to pay the membership fee within 30 days after which it will be necessary to submit a new application. The date of receipt of the application will be considered as the date of receipt of the application. The Board of Directors must express the merit of the application within ninety days from the date of its presentation.
The admission of Honorary Members is subject to the proposal of the Board of Directors and subsequent approval by the Ordinary Assembly.
Art. 10 - Withdrawal, expulsion and death of the member
The qualification of member will be lost for non-renewal of membership, resignation, death of the member or expulsion for serious reasons arising from conduct contrary to the spirit and purpose of the Association, from conduct that morally or materially damage it or foment disagreement within it, as well as offend the decorum or honor of individual members and / or directors, for failure or disinterest in the social activity. The expulsion is deliberated by the Board of Directors.
The member who ceases for any reason to be part of the Association, loses all rights to the social assets and contributions paid.
The expelled members can appeal against this measure to the first Ordinary Assembly that will judge definitively by majority vote.
The member may withdraw from the Association at any time, giving written notice to the Board of Directors in plain signed paper, delivering it directly or sending it by mail and/or e-mail to the Secretary.
- CORPORATE BODIES
Art. 11 - Organs of the Association The organs of the Association are:
The Assembly of Members;
the Board of Directors.
In case it becomes necessary, the Assembly will appoint a Board of Auditors or a sole auditor, an Executive Committee, and in general any other Executive and Operational Body that it deems necessary to pursue the institutional purposes.
Art. 12 - Shareholders' Meeting
The Assembly of members, whether ordinary or extraordinary, is the sovereign body and can take all the decisions necessary for the proper functioning of the associative way. Its deliberations are mandatory for all members, even if dissenting. All members participate in it. Minor members, while being able to participate in the assembly, only express advisory opinion. It is foreseen the Assembly of second convocation that will be convened at the same time as the first convocation and will be able to deliberate at least 24 hours later with the absolute majority of those present, whatever their number.
The Ordinary Shareholders' Meeting:
deliberates on the activity of the Association;
deliberates on the budget and final balance sheet of the management prepared by the Board of Directors;
deliberates on any other item on the agenda;
proceeds to the election of the Board of Directors or its integration. The Extraordinary Assembly of Members:
deliberates on proposals to modify the Statute and the regulations;
deliberates on the dissolution of the Association.
The Assembly can be attended by the members regularly registered at the date of the convocation.
The Assembly must be convened in ordinary session at least once a year for the approval of the budgets.
It may be convened in extraordinary session whenever the Board of Directors deems it appropriate.
The Assembly may also be convened at the request of at least one tenth of the members; in this case, if the directors do not provide for it, the convocation may be requested and ordered by the President of the competent Court.
Each Member, regardless of his or her category, is entitled to only one vote.
The Assembly can be held at the registered office or even in a different location, and is convened with
agenda to be posted at the headquarters of the association at least 15 days before the fixed date, or by email, always 15 days before the Assembly.
Art. 13 - Rules of the Assembly
The financial year coincides with the calendar year, i.e. it opens on January 1 and closes on December 31 of each year. The relative income statement must inform about the economic and financial situation of the Association, with a separate indication of any commercial activity that may be carried out alongside the institutional activities. Within 15 days before approval, the balance sheet will be deposited at the registered office and sent via Email to be consulted by each member.
The President presides over the Assembly, and in case he is absent, a temporary "Assembly President" will be elected in his place.
Resolutions are taken by simple majority, with the presence in first call of at least half of the Members having the right to vote.
In second call, resolutions are valid whatever the number of those present.
Resolutions modifying the Statute and Regulations require the presence of at least three quarters of the members and the favourable vote of the majority of those present.
It is allowed up to one proxy per member; the proxies must be delivered signed at the beginning of the meeting.
- BOARD OF DIRECTORS
Art. 14 - Nomination and composition
The Association is administered by a Board of Directors composed of the President, the Vice President, a Secretary who also acts as Treasurer and a variable number of directors up to a maximum of five. At the discretion of the Assembly, the number of members of the Board of Directors may be increased as long as the total number is odd.
Corporate offices do not give the right to any compensation except for the reimbursement of expenses actually incurred during the performance of corporate duties if duly documented. In case the number of members is less than half the number of those remaining will have the right to reinstate them by entering in order the results excluded from the previous elections; if there are none, they can be chosen by co-optation. In case the number is more than half, it will be necessary to call new elections within 60 days.
The following tasks fall within the ordinary management:
preparing the acts to be submitted to the Assembly;
planning the activity of the Association respecting the directives of the Assembly and the aims of the Association;
to supervise the ordinary and extraordinary administration and to adopt all necessary and appropriate measures for the good performance of the Association's activities;
draw up the Association's budget and final balance sheet, which must then be approved by the Members' Meeting by March 31 of the following year.
to represent the members' petitions;
establish the amount owed by members as annual dues;
deliberate on membership applications;
propose to the Assembly the exclusion of members for delinquency and unworthiness, in accordance with the provisions of this Statute;
adopt any disciplinary measures against members that may be necessary;
entrust particular tasks to certain partners;
to draw up the rules of the Association;
to deliberate on the adhesion and participation of the Association to Public and Private Bodies and Institutions.
take in general any measure necessary for the good functioning of the Association, which is not by law or by statute delegated to the Assembly.
The Board of Directors meets at least once in a semester and whenever necessary or at the request of at least half of its members. The Board of Directors may convene the Members' Assembly whenever it deems it appropriate. The Board of Directors, for the promotion and the knowledge of the associative activities, can also address free personal invitations to non-members. The social offices will last three years and will be eligible for re-election.
The Board of Directors:
elects among its members the President, the Vice President and the Secretary as Treasurer;
may delegate part of its powers, for the normal course of the Association, to a Presidential Committee composed of the President and two Board Members.
may assign particular tasks to members who are not members of the Board and invite them to participate in the meetings of the Board, without voting rights.
For the validity of the meetings of the Council it is necessary the presence of at least half plus one of the Councillors. The Board of Directors deliberates by a majority of those present.
Art. 15 - President and Vice President
The President is the legal representative of the Association. He is responsible for signing and representing the Association before third parties and in court. In case of his absence or impediment, he is replaced by the Vice President. The President is responsible for the execution of the resolutions of the Board of Directors and the Assembly; in case of urgency, he exercises the powers of the Board unless ratified by the latter at the first meeting. The President convenes and presides over the Assembly and the Board of Directors. He has the obligation to draw up the annual report of the activity carried out by the Association.
Art. 16 - Secretary as Treasurer
The Secretary in charge of Treasurer (later Secretary) minutes the decisions taken in the Members' Meetings and the Board of Directors; he collaborates with the President for the planning of all the activities of the Association; he supervises the conduct of the members with respect to the directives of the Statute and any internal regulations; is responsible for the register of Members and updates it, reviewing the resignations and exclusions of existing Members and overseeing the payment of membership fees; is responsible for mailing, promotional and public relations activities that the activities of the Association requires; is required to update the President and the Board of Directors on the status of the projects of the Association at any time it is requested.
As Treasurer he is responsible for the funds made available for the activities of the Association; he is required to update the President of the Board of Directors and the various Councillors on the status of the Association's accounts at any time it is requested, presenting a financial and economic statement accompanied by all documents relating to income and expenses; he is required to prepare annually the economic and financial statement of the Association's budget, which must be approved by the ordinary assembly.
Art. 17 - Resolutions of the Council
The deliberations will be transcribed in the minutes book of the Board of Directors and will remain posted on the Association's premises during the ten days following the meeting of the Board. Resolutions are adopted by simple majority; in case of a tie, the vote of the President prevails. The minutes of the Board of Directors must be made available to members who request them.
Art. 18 - Computer and telematic tools
In order to better coordinate the activities of the Board of Directors and to develop a closer relationship with the members, the Board of Directors itself will use or create special tools and computer and telematic channels such as a website managed by the Association and one or more mailing lists.
- FINAL RULES
Art. 19 - Amendments to the Statute
The present statute may be modified by resolution of the Extraordinary Shareholders' Meeting, upon proposal of the Board of Directors. However, the purposes of the Association cannot be modified.
Art. 20 - Dissolution
The dissolution of the Association can be deliberated in extraordinary assembly by at least 2/3 of the members. The Assembly that decides the dissolution of the Association shall appoint one or more liquidators and determine their powers. In case of dissolution of the Association, once the existing obligations have been extinguished, all the assets will be devolved for purposes of general utility or to other Associations with similar purposes, after consultation with the controlling body as per art. 3, paragraph 190 of Law 23/12/1996 n. 662 and unless otherwise required by law.
Art. 21 - Final Balance Sheet and Budget
The association's financial years close on December 31 of each year. For each financial year is prepared a budget and a final balance sheet with attached annual report of the activity carried out. The budget and final balance sheets must be approved by the Assembly by March 31 of the following year. The balance sheets must be deposited at the headquarters of the association in the 15 days preceding the Assembly convened for their approval. The request for copies is satisfied by the Association by Email.
Art. 22 - Referral
As far as not expressly provided for in these Articles of Association, the provisions of the Italian Civil Code and the provisions of the law in force are applicable.