Art. 1 (Name, legal Office and duration)
On the 4th of August 1996, pursuant to the Italian Civil Code and, now, Law 3 July 2017, n.117 (hereinafter referred to as “Code of the Third Sector” or “CTS”) and additional modifications, an Association for social promotion has been incorporated under the following name: “Centro Studi Bhaktivedanta – Università Popolare degli Studi Indovedici – APS” (acronymized “C.S.B. – Uni P.S.I), hereinafter referred to as “the Association”, with its legal office in the municipality of Ponsacco (PI) for a duration of undetermined time.
It is expressly provided that only upon registration of the present Articles of Association in the Single National Register of the Third Sector, or in another register which the law should provide as a replacement to the former, shall the association be entitled to attach to its name also the title “Third Sector Entity” (“ETS”).
The Association builds on a historical precedent of the Università Popolare Italiane who, since the end of the nineteenth century, used to play a role in the cultural promotion and education for adults.
Art. 2 (Purpose, objectives and activities)
The Association shall have no lucrative purposes and shall pursue civic and solidary objectives as well as goals of social utility, through the conduction of one or more of the following activities of general interest, to the benefit of its own members, their families or third parties, primarily operating on the basis of voluntary work of its own members or the natural persons representing the associated bodies:
In order to conduct the aforementioned activities several individual departments shall be hereby established along with ad hoc internal regulations as defined and updated by the Executive Board. The internal regulations moreover define the implementing rules of these Articles, those for its own functioning and the organization of the various activities.
The President of the “C.S.B.- Uni.P.S.I.” shall exercise the role of director of the Institute of Indo-Vedic Studies (Università Popolare degli Studi Indovedici) and shall have the power to delegate such functions to other persons.
An Ethical Code of the Association may be provided, containing the norms and principles from which all participants should draw inspiration, variedly, when engaging in institutional activities.
The Association shall not define limitations with reference to economic conditions and discriminations of any nature in relation to the admission of its members and shall not guarantee any transfer right of the membership fee.
The Association may also conduct fundraising activities, pursuant Art. 6 of the Code of the Third Sector, - by requesting donations, bequests, and gratuitous contributions – in order to finance its activities in the general interest in adherence to the principles of truthfulness, transparency and correctness in the relationship with its supporters and the public.
This fundraising activity may be realized both in an organized and a spontaneous form, even through solicitations to the public or through the supply or delivery of goods and services of modest value, by employing its own resources and those of third parties, including volunteers and employees, in adherence to the principles of truthfulness, transparency and correctness in the relationship with its supporters and the public, pursuant the guidelines adopted by decree of the Minister of Labor and Social Policies.
The Association may acquire, whether for consideration or gratuitously, lease, take in usufruct, concession, free loan or in any other capacity, movable and immovable goods; It may stipulate any ad hoc act or contract, even for the financing of the planned activities, including, but not limited to, for the assumption of short, medium or long-term mortgages, with a guarantee on movable or immovable goods, the acquisition of contributions or funds of various kinds, with any type of guarantee, even real, on the Association’s assets; it may stipulate agreements of any kind, even transposable to Public Registers, if considered adequate for the attainment of the Association’s goals; it may administrate and manage the assets at the disposal of the Association under an ownership, lease or a usufruct title, or in any case in possession of the Association, even by administrative concession.
Art. 3 (Admission and number of associates)
The number of members is unlimited but, in any case, it may not be inferior to the threshold established by law.
Participation to the association shall be open to both natural persons and Third Sector Entities or no profit organizations sharing the same objectives of the former and who engage in the activities of the Association with their work, their competences and know-how.
The members of “C.S.B. – Uni.P.S.I.” shall have the same capacity to dispose of all academic, editorial and organizational services against payment of consideration which shall be ratified by the Executive Board.
Every member shall deposit the yearly membership fee in advance to the Treasurer, based on the amount determined by the Executive Board, and no later than the end of the financial year preceding the one referred to in the first sentence.
Whoever should wish to be admitted as a member will have to present to the Executive Board a request with the following content:
The Executive Board deliberates on the admission request on the basis of non-discriminatory requirements, consistent with the pursued objectives and the activities carried out in the general interest.
Admissions must be recorded, at the Executive Board’s responsibility, in the members’ register.
The Executive Board must, within 60 days, motivate the decision for a refusal of admission and communicate it to the parties concerned. Should the Executive Board not accept the admission request, the applicant may – within 60 days since communication of the refusal decision – ask that the General Members Assembly, which deliberates on rejected requests, express itself on the refusal (where not convened ad hoc), during the subsequent convocation.
The membership is of permanent character and may only decay in accordance with the circumstances listed under Art. 5 of the present Articles of Association. No admissions violating such principle shall be allowed, in particular those which would introduce admission criteria instrumentally posing rights or time constraints.
Art. 4 (Rights and duties of the members)
Members shall have the right to:
Members have the duty to:
Art. 5 (Loss of membership)
A membership may be lost:
A member may also be excluded from the Association, in cases where after due warning:
Exclusion from the Association shall take place by means of a decision by the Assembly’s Executive Board, by secret ballot and after having duly listened to the concerned party’s defense. A decision to expel shall be adequately communicated to the member, who shall then be entitled to present his/her counterarguments.
A member may always withdraw from the Association. He/she who wishes to withdraw from the Association shall communicate his/her decision in written form to the Executive Board, who shall adopt an ad hoc decision to adequately respond to the member. A declaration of withdrawal enters into force at the end of the current year, as long as submitted three months in advance.
The right to participation to the Association are by no means transferrable. Membership fees paid shall not be refundable, reassessed or transferable.
Those members who should have lost their membership for any of the above reasons shall hold no rights over any of the Association’s assets.
Art. 6 (Association’s bodies)
The Association’s bodies are:
Art. 7 (Assembly)
All members registered since at least three months in the members register shall have a right to vote.
Each member shall have one single vote and may let another member represent himself/herself by proxy, to be communicated in written form even below the convocation notice. Each member may represent up to five members pursuant the criteria of Art. 24 of the CTS.
The convocation of the Assembly shall take place by means of written communication, containing the place, date and time of first and second convocation, as well as the agenda, delivered within at least eight days before the established date for the Assembly, through a notice published on the ad hoc section of the Association’s website, or pinned to the bulletin board of the legal office or even dispatched via email or SMS, at least three days in advance, to the address resulting from the Association’s registers.
Pursuant Art. 2370, last comma of the Italian Civil Code it is possible: i) to intervene during the Assembly through several communication media; ii) namely, to express one’s own preference by letter or e-mail. In the former case, an audio connection or video-call shall be made with the legal office or the address that will be indicated each time in the convocation notice; in such case it shall be expected that the President of the Assembly takes the necessary measures to verify the identity of the participating and voting member.
The Assembly shall gather at least once a year for the approval of the financial budget or, if required by law, the social report. Furthermore, the Assembly shall be summoned where deemed necessary or when requested ad hoc with due justification by at least one tenth of the members.
The Assembly shall have the following non-waivable competences:
The Assembly shall be validly gathered on first call where at least half of the members are present, personally or by proxy, and on second call whatever the number of present members may be, whether personally or by proxy.
The Assembly shall deliberate by majority voting even in case of amendment of the Instrument of Incorporation or the Articles of Association.
The administrators shall have no vote on the deliberations concerning the financial budget’s approval or those concerning their own responsibilities.
In order to deliberate on the dismissal of the Assembly or on the transfer of the Association’s assets the vote of a three-quarter majority shall be required.
Art. 8 (Administrative body)
The Association shall be administered by an Executive Board composed by a number of board members (min 5, max 25) elected by the General Member Assembly for a term of three years, who may be reelected. The majority of board members is chosen among the associated natural persons or those indicated by the associated bodies. The Executive Board shall appoint internally the President and the Vice-President.
The majority of board members is chosen among the associated natural persons or those indicated by the associated bodies: here Art. 2382 of the Civil Code concerning grounds for ineligibility or forfeiture shall be applicable.
The Executive Board shall gather when the President should find it necessary or opportune, or where at least the majority of its members makes a request to that end, and in any case it shall gather once a year to deliberate on the financial budget and the amount of the yearly membership fee.
The Executive Board shall be chaired by the President, and in his/her absence by the eldest of the present board members.
The minutes of each reunion and deliberation of the Executive Board shall be produced and transcribed on the register of meetings and decisions of the administrative organ.
The Executive Board shall be validly convened when the majority of its components is present.
The deliberations of the Executive Board shall be adopted by majority of the present members.
It shall be within the sphere of the Executive Board’s competence any subject matter which, by law or in accordance with the Articles of Association, does not fall under the exclusive competences of the Assembly or other Association’s bodies.
In particular, and among other things, its tasks shall be the following:
In case of death of one or more of the board members during the financial year, the other board members shall take care of replacing them by deliberation of the Executive Board, as long as its majority be still composed by members appointed by the Assembly. The board members appointed interim shall hold office until the following Assembly. Where the majority of board members appointed by the Assembly should be lacking, it shall be the task of the remaining members to convene the Assembly in order to replace the missing board members. The board members appointed in accordance with the previous sentence shall remain in office until the conclusion of the term of those board members in office at the time of their appointment. In case of decease of all board members, the President shall urgently convene the Assembly for the appointment of the whole Executive Board, while still conducting his/her regular administrative activities in the meantime.
Art. 9 (The President)
The President shall legally represent the Association – both in internal and external relationships, against third parties and before the law – and he/she shall commit to all activities within the Association’s external sphere.
The President shall be elected within the Executive Board.
The President shall hold office for the duration of the Executive Board’s term and shall leave it due to expiration of his/her term, voluntary resignation or eventual impeachment, on serious grounds, based on the Assembly’s decision, with the presence of at least the majority of its members.
Th President shall convene and chair the Assembly and the Executive Board, shall deal with ordinary administration based on the latter bodies’ guidelines, and shall report to the Executive Board on his activities.
The Vice-President shall replace the President in each of his/her functions each time he/she should be unable to exercise them.
The President of the Association or an ad hoc established committee shall be authorized on behalf of the Executive Board to accept admission requests by new members who shall immediately be able to engage with the Association. Said subscriptions shall be then verified during periodical meetings by the Executive Board.
The function of Honorary President shall be envisaged, appointed among those members who have distinguished themselves for their engagement and achievements with the Association; he/she shall be elected by the Assembly based on the Executive Board’s proposal; he/she may chair the General Members Assembly and participate to the meetings of the Executive Board upon invitation by the President.
Art. 10 (Supervisory Board)
The Supervisory Board, even where monocratic, shall be appointed in accordance with the time requirements established by law.
The members of the Supervisory Board, to whom Art 2399 of the Civil Code remains applicable, shall be appointed among the categories of persons listed in subs. 2, Art 2397 of the Civil Code. In case of appointment of a collective body, at least one of its components shall meet the aforementioned legal requirements.
The Supervisory Board shall supervise legal compliance and adherence to the principles of good administration, as well as the adequacy of the administrative, organizational and accounting framework, and its concrete functioning. Furthermore, it may act, following the attainment of the thresholds required under subs, 1, Art. 31 of the Code of the Third Sector, as legal auditor for the financial accounts. In the latter case, the Supervisory Board shall be composed by official legal auditors, subscribed to the ad hoc register. The Supervisory Board shall furthermore exercise monitoring functions on the observance of civic, solidarity and social utility purposes, and shall certify that the eventual social report be drafted in conformity with the ministerial guidelines. The social report shall acknowledge the outcome of the monitoring activity conducted by the auditors.
The members of the Supervisory Board may initiate at any time, even individually, inspections and checks, and, to that end, may request relevant information from the administrators on the ongoing social operations or on other issues.
Art. 11 (Legal auditing of the financial accounts)
Where the Supervisory Board should not exercise the role of financial auditor and if necessary due to the applicable legal requirements, the Association must appoint a legal auditor of the financial accounts or an auditing firm duly subscribed to the ad hoc register.
Art. 12 (Supervisory Body)
A Supervisory Body may be established pursuant Art. 6, subs. 1, lett. b) of Law 231/2001, with its main task being the supervision of compliance with the provisions contained in the Organization, Management and Control Model drafted by the Association, for the purpose of crime prevention.
The Supervisory Body shall be appointed by the Executive Board and may be composed of a single member (monocratic body) or more (multiperson body).
The members of the Supervisory Body shall be ordinarily appointed for a term of three or even five years, with an option of re-appointment for an equally long term, and may only be dismissed on appropriate grounds.
Art 13 (Assets and Economic Resources)
The Association’s assets shall consist of:
The Executive Board shall be responsible for the investment, the use and the administration of the funds available to the Association for its objectives.
Art 14 (Prohibition of dividend payments)
For the purposes set out in Art. 13, it shall be prohibited for the Association to distribute, even in an indirect manner, profits and surplus income, funds and reserves, whatever their denomination may be, to its own members, employees and collaborators, advisers and any other components of the Associative bodies, even in case of membership withdrawal or in any circumstances of membership termination.
Art. 15 (Financial Statements)
The financial year shall have the duration of a calendar year, starting on the first of January and ending on the thirty-first of December.
The Association shall prepare the yearly financial statements, starting with the first of January.
It shall be proposed by the Executive Board, and shall be approved by the Assembly within four months since the closing of the financial year (30 April) to which the financial statements refer to, and shall be submitted to the Single National Register of the Third Sector.
The Executive Board shall document the secondary and instrumental character of the several activities listed above in Art. 2 of the present Articles, depending on the circumstances, in the mission report or in a footnote to the cash flow statement or in an annex to the financial statement.
Art. 16 (Social report and social transparency)
The Association – provided that revenue, rents, proceeds or income, whatever their denomination may be, are higher than one hundred thousand euro per year – shall publish and update on its own website on a yearly basis eventual fees, compensations and payments on any terms to the components of the administrative and supervisory bodies, to the directors and the members.
Should revenues, rents, proceeds or income, whatever their denomination, be higher than a million euro per year, the Association shall draw up, submit to the Single National Register of the Third Sector and publish on its own website the social report.
Art. 17 (Books)
The Association shall keep the following books:
The Association’s members have a right to consult said Association’s books in accordance with the procedure established under Art. 4 of the present Articles of Association.
Art. 18 (Volunteers)
Volunteers are natural persons who by free choice decide to conduct, through the Association, activities to the benefit of the community and the common good, making their time and their skills available to that end.
Their activity shall be carried out in a personal, spontaneous and gratuitous manner, without lucrative purposes, not even indirectly, and exclusively out of solidarity.
The volunteers’ activities may not be compensated, not even by the beneficiaries.
The volunteers may exclusively receive from the Association the costs born and invoiced for the conducted activity, within the established limits and in accordance with the criteria determined ex ante by the Executive Board: any refunds in lump sum shall be in any case forbidden.
The expenses born by the volunteers shall be reimbursed within the limits envisaged by Art. 17 of the Code of the Third Sector.
The status of volunteer shall be incompatible with whatever form of employed or autonomous work, as well as with any other form of retributed work with the Association.
Art. 19 (Workers)
The Association may hire employed workers or obtain work performances by contractors or in any other form, even by its own members, exclusively where this should be necessary to the activities conducted in the general interest and the pursuit of the statutory objectives.
In any case, the number of employed workers in the Association may not exceed fifty percent of the number of volunteers or five percent of the number of members in the Association.
Art. 20 (Dissolution and transfer of the residual assets)
In case of closure or dissolution of the Association, the remaining assets shall be devolved, following a favorable opinion by the Regional Office of the Single National Register of the Third Sector, when the latter shall become operational, unless otherwise determined by the law, to other entities of the Third Sector, or operating for socially useful purposes, pending the achievement of full operational status of said Office.
The Association shall appoint one or more claims adjusters preferably among its members.
Art. 21 (Postponement)
With respect to the issues not explicitly dealt with under these Articles, eventual internal regulations and the deliberations of the Association’s bodies, the provisions of Law 3 July 2017, n 117 (Code of the Third Sector) and subsequent amendments, insofar as it is compatible, from the Civil Code, shall be applicable.