MEMORANDUM OF ASSOCIATION
STATUTE OF THE ASSOCIATION CALLED ATKYE ITALIA
NON-PROFIT SOCIAL UTILITY ORGANIZATION ONLUS
Art . 1 DENOMINATION
It was established in compliance with art. 36 et seq. of the Italian Civil Code, the Association "ATKYE ITALIA" ONLUS .
The association is regulated by the tax provisions laid down for non-profit organizations of social utility (Legislative Decree 460/1997) and pursues exclusively social solidarity purposes.
Art . 2 SCOPS OF ASSOCIATION
The Association, which is non-partisan and nondenominational, has as its main purpose the charity in favor of poor young people through direct support to study or through the creation of school facilities included in educational projects targeted in Kenya, with particular attention to the condition of women.
It is a private non-profit organisation, which will use the acronym "ONLUS" in its name and in any distinctive sign or communication addressed to the public.
The association will not carry out activities other than those typical of non-profit organizations, with the exception of those directly related to them.
Art . 3 DURATION OF ASSOCIATION
The association has an unlimited duration and can be dissolved by resolution of the members' meeting.
Art . 4 SEAT
The legal and physical headquarters of the Association is in Rome, Piazza di Villa Carpegna 42/A cap. 00165.
Art . 5 I SOCIETIES
The association is open to all those (individuals, corporations, associations or entities) who accept the Statute and internal rules, share the purposes and are committed to their achievement. Each member has the right to vote.
The number of members is unlimited.
The temporary nature of the participation in the associative life is expressly excluded.
The competent body to decide on applications for admission of aspiring members is the Executive Committee.
Admission to the association is decided by the Board of Directors on written request of the applicant in which he will have to specify his full name. According to the provisions of law 675/97 all personal data collected will be subject to confidentiality and used only for the purposes of the association with the prior written consent of the member. The refusal must be justified.
Upon admission, the member undertakes to pay the annual self-financing fee to the extent set by the Executive Committee and approved at the time of the budget by the Ordinary Assembly, in compliance with the Statute and the regulations issued. The membership fee is not transferable.
There are two categories of members:
- Founding members: are those who have participated in the establishment of the association, have the right to vote, are eligible for corporate offices, their membership is perpetual, is not subject to annual registration but only to the payment of the membership fee.
- Actual members: are those who have applied for and obtained the status of member of the Management Committee. They have the right to vote and are eligible for corporate offices. Their status as effective members is subject to registration and payment of the membership fee within 10 days of registration in the members' register.
The amount of the annual fee shall be decided by the shareholders' meeting at the time of approval of the financial statements.
Art . 6 RIGHTS AND OBLIGATIONS OF THE COMPANIES
Members are required to behave correctly both in their internal relations with other members and with third parties, as well as to accept the provisions of this Statute. The members will carry out their activity within the association because of the needs and personal availability declared and mainly free of charge, unless otherwise established by the Board of Directors.
The association may make use of paid self-employment, including through its members, or employ employees.
Members have the right to elect corporate bodies and to be elected to them.
All members have the right to information and control established by the laws and this statute, access to documents, resolutions, budgets, reports and registers of the association, and all members of age have the right to vote.
Art .7 COMPANY RECEIVAL/ EXCLUSION
The member may withdraw from the association by means of written documentation to be sent to the management committee. The withdrawal shall take effect from the date of closure of the financial year in which it was exercised.
The member can be excluded from the association in case of non-fulfilment of the duties provided for in art. 6 (default, if he no longer accepts the statutory purpose or does not operate in accordance with it) or for reasons that have caused moral and/or material damage to the association itself.
The exclusion of the member is decided by the Board of Directors and is communicated by registered letter to the same, together with the reasons that give rise to the exclusion, and ratified by the assembly of members at the first meeting. Members who have withdrawn and/or been excluded from the association are not entitled to a refund of their contributions, nor are they entitled to any refund of the association's assets.
Art .8 SOCIAL ORGANIES
The organs of the association are:
- the shareholders' meeting
- the Steering Committee
- the President
The offices are held free of charge within the limits allowed by current legislation. Expenses incurred by members and documented will be reimbursed.
The member who intends to hold corporate offices must be in order with the payment of membership fees.
Art . 9 THE ASSEMBLY OF THE COMPANIES
The Assembly is composed of all members and is the sovereign organ of the association.
The Assembly must be convened by the Board of Directors through the President at least once a year, within 4 months of the end of the financial year, for the approval of the budget, and whenever the need arises.
The convocation may also take place at the request of at least one third of the members; in this case, the President must convene the meeting within 15 days of receipt of the request and the Assembly must be held within 30 days of the convocation.
The convocations of the Assembly must be made by means of a notice sent by registered letter, post or by hand, to be sent at least 8 days before the date fixed for the meeting or by a notice posted in the premises of the office at least 20 days before the date fixed for the meeting. First, the notice must contain The notice must contain the day, place and time for the first and second call, as well as the list of items to be discussed. The ordinary shareholders' meeting is valid in first call if the majority of the members with voting rights are present; in second call, to be held also on the same day, whatever the number of those present. The Ordinary Shareholders' Meeting is responsible for this:
- deliberating on the final balance sheet;
- to examine and approve the Association's general policies, programmes and directives;
- to deliberate on conventions between the Association and other bodies and subjects;
- to elect the members of the Board of Directors, determining their number;
- establish the amount of the annual membership fee and the deadline for its payment. It is the responsibility of the Extraordinary Assembly:
- deliberating on amendments to the Articles of Association;
- to deliberate on the dissolution of the Association and on everything else entrusted to it by law.
All members in good standing with the payment of the annual membership fee have the right to attend the Assembly.
Members may be represented, by written proxy, by other members. Each member may receive no more than two proxies. The discussions and resolutions of the ordinary and extraordinary assemblies are summarized in a report that is drawn up by the secretary or by a member of the assembly specifically appointed for this purpose. The minutes are signed by the President and by the extender are transcribed in a special register, kept by the President at the headquarters of the association.
Every member has the right to consult the minutes of meetings and request a copy at his own expense.
Art. 10 THE DIRECTIVE COMMITTEE
The association is administered by a Management Committee elected by the assembly and composed of at least three members.
The convocation of the Steering Committee is decided by the President or request and automatically convened by three members of the Steering Committee itself.
Resolutions must have the absolute majority of votes cast by those present; in the event of a tie, the Chairman's vote shall prevail.
The Management Committee:
1. performs all acts of ordinary and extraordinary administration
2. draw up and submit to the assembly the annual report on the activities of the association
3. draw up and submit to the shareholders' meeting the balance sheet, the budget and the economic report.
4. admits new members
5. excludes shareholders unless subsequently ratified by the shareholders' meeting in accordance with art. 7 of these by-laws.
Meetings of the Steering Committee are legally constituted when the majority of its members are present. The Governing Council shall be in office for three years, and its members shall be eligible for re-election.
It elects from among its members a president and a vice-president. If, during the term of office, one or more members should be absent, they will be replaced by the unelected members who obtained more votes in the vote. The board of directors may appoint technical councils and any other body it deems necessary for the activity of the association. The board of directors, by resolution taken with the favorable vote of at least three members, may delegate part of its powers to one or more members of the board itself. It may also draw up regulations governing the activities of the association, which will be submitted to the assembly for approval.
Art. 11 THE PRESIDENT
The President is the legal representative of the Association, presides over the Management Committee and the Assembly. He represents the association before the authorities and is its official spokesperson.
It convenes the assembly of the members and the executive committee both in case of ordinary and extraordinary convocations.
Art. 12 THE REVISOR OF THE ACCOUNTS
The auditor is also appointed by the assembly from among non-members, and has the function of checking the correctness of management in relation to the legislative rules governing the activity of the association (DPR 22/12/1986 n. 917, D.lgs 412/1997 n. 460, D.M. 18/07/2003 n. 266) and the statute of the same, drawing up annually the balance sheet and budget, which will then be approved by the assembly. He may participate in the meetings of the Management Committee.
Art . 13 FINANCIAL MEDIA
The financial means for the operation of the association come from:
- the dues paid by the members to the extent decided annually by the Management Committee and ratified by the Assembly;
- contributions, donations, bequests in cash or in kind from persons and/or entities whose aims do not conflict with the social aims.
- campaigns to raise awareness and promote the aims of the association.
The Executive Committee may refuse any donation that is intended to condition the association in any way.
- from promotional initiatives
The association's funds may not be invested in forms which provide for the payment of an interest.
Any means that does not conflict with the Internal Regulations and the laws of the Italian State may be used to support and support the funding of the association and enrich its heritage.
Art . 14 BUDGET
The annual budgets are prepared by the Management Committee and approved by the Assembly.
The final balance sheet is approved by the ordinary general meeting with an open vote or with the majorities provided for by the Statute.
The shareholders' meeting for the approval of the final financial statements must be held by 30 April of the year following the end of the financial year.
The final balance sheet is deposited at the headquarters of the association, and in the various sections, at least 20 days before the meeting and can be consulted by each member.
The budget is approved by the ordinary general meeting with an open vote or with the majorities provided for by the Statute.
The budget is deposited at the headquarters of the association, at least 20 days before the meeting and can be consulted by each member. The association undertakes to use any profits and surpluses from the management for the implementation of institutional activities and those related to them.
It is forbidden to distribute, even indirectly, profits and surpluses as well as funds, reserves or capital during the life of the organization, unless the destination or distribution is required by law or is made in favor of other non-profit organizations that by law, statute or regulation are part of the same structure and unitary.
Art . 15 STATUTARY CHANGES
This statute can be modified with the presence of two thirds of the members of the association and with the favourable vote of the majority of those present. Any modification or addition shall not be in conflict with the social aims, with the internal doctrine and regulations and with the Italian Law.
Art . 16 DISCLAIMER OF ASSOCIATION
The association ceases to exist according to the procedures set out in art. 27 of the Civil Code, i.e. when the patrimony has become insufficient to carry out the social purpose it aims to achieve, otherwise to deliberate the dissolution of the association and the devolution of the patrimony, the favourable vote of at least three quarters of the members convened in an extraordinary meeting is required.
The assembly that decides on the dissolution of the association shall appoint one or more liquidators and decide on the destination of the patrimony that remains from the liquidation itself.
The Association has the obligation to donate the assets of the organization, in case of its dissolution for any reason, to other non-profit organizations of
(b) the person concerned shall have the right to use the information in a manner consistent with the interests of the company or of the public good, after consulting the supervisory body referred to in Article 3(190) of Law No 662 of 23 December 1996, unless otherwise required by law.
Art . 17 RELATIONS WITH THE SWISS NGO 'ATKYE'
The Swiss NGO ATKYE, of which ATKYE ITALIA is an emanation, maintains the following prerogatives towards ATKYE ITALIA ONLUS:
- Proposal to appoint and/or replace members of the Executive Committee
- Proposal to dissolve ATKYE ITALIA ONLUS if it were to cease its activities itself
- Proposal to revoke statutory amendments
Art . 18 FINAL PROVISIONS
For anything not expressly provided for, the provisions contained in the Civil Code and in the relevant laws in force shall apply.
Rome, 1 February 2012
Chairman Vice-Chairman Secretary
Fabrizio Grazioli Sandra D’Alessio-Negrini Luigi Censi