Aref - "Rina & Franco Bellaterra"
Association for the support of people with special needs - Onlus
A non profit organization of social utility
Preamble
Article 1 - AGREEMENTOF THE PARTNERS
Article 2 – REGISTERED OFFICE AND STATUTORY RULES
Article 3 – OBJECT
Article 4 – ADMINISTRATION
Article 5 – REPRESENTATION
Article 6 – PARTNERS
Article 7 – GENERAL MEETINGS
Article 8 – TOTAL ASSETS
Article 9 – SOCIAL YEAR AND BUDGET
Article 10 – ARBITRATION CLAUSE
Article 11 – EXPENSES
Art. 1 Name
Art. 2 Office and sphere of activity
Art. 3 Objectives
Art. 4 Bodies of the Association
Art. 5 The President and Vice President
Art. 6 The Board of Directors
Art. 7 The General Meeting
Art. 8 The Partners
Art. 9 Partner’s Requisites
Art. 10 Loss of Partnership Rights
Art. 11 Suspension from office and reinstatement
Art. 12 The Treasurer
Art. 13 Body of auditors
Art. 14 Statute Modification
Art. 15 Association Corpus
Art. 16 Financial Year and First Corporate Accounting Period
Art. 17 Management Surpluses
Art. 18 Association Books
Art. 19 Sections
Art. 20 Departments
Art. 21 Teaching Staff
Art. 22 Dissolution
Art. 23 Arbitration Clause
Art. 24 Legal Recognition
Art. 25 Applicable Law
Repertoire n. 41,421- Collection n. 3,393
Association Deed of Partnership
ITALIAN REPUBLIC
On the twenty sixth day of February in the year two thousand and three.
(26 February 2003)
In Rome, Via di San Crisogono n. 37/39; in the premises of the Association as follows. In my presence, counsel FRANCESCO GERBO, Notary Public in Rome, registered in the list of the Combined Notary Districts of Rome, Velletri and Civitavecchia, without the assistance of witnesses according to the expressed and agreed waiver of those appearing before me, with my consent
Messrs:
Are present.
Said subjects, whose personal identity I notary public am certain of, stipulate and agree upon the following:
Article 1 – AGREEMENT OF THE PARTIES
Messrs Marilia Bellaterra, Francesco Codispoti, Bruno Codispoti, Gedun Tharchin, Riccardo Callori di Vignale, Evelina Sissy Violini and Luca Giorni found an Association, named “Associazione Rina e Franco Bellaterra – for the support of people with special needs – ONLUS”, a non profit organization of social utility, hereinafter referred to as Association.
Article 2 – REGISTERED OFFICE AND STATUTORY RULES
The Association has its registered office in Rome, Via di San Crisogono n. 37/39 (thirty- seven slash thirty-nine). It is governed, other than by the provisions of the law on Associations – ONLUS, by those of the statute which – prior to reading and signatures by law – is enclosed with the present act under letter “A”.
The Association is non profit, it is nonreligious, and non-political. All of the provisions foreseen by decree-law n. 460 of 1997 and successive, corrective and modifying decrees are applied to this Association.
The association draws its structure and the contents of its activity on the principals of democracy and equal rights of all its members.
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:
The Association pursues exclusively the aims destined to promote and realize directly and/or in collaboration or in convention with public and private bodies and in relation to the aforementioned thematic areas, the following corporate purpose:
Furthermore, the Association will be able to collaborate in all the initiatives, even individual, and all the bodies which pursue the same ends and that, in general, carry out any activity, even commercial, which is non profit, but that may become necessary or useful exclusively for the attainment of the corporate purpose.
The Association, in view of the aims that it has set for itself, will also deal with the analysis and the elaboration of the data surveyed in the field, so as to single out adequate cognitive and operational instruments, also in collaboration with local bodies, in respect of Community directives, national laws, regional provisions and of any other national and/or international legislation of jurisdiction.
The Association, therefore, carries out its activity in the field of cultural promotion, of protection and support addressed at all social and institutional levels.
The Association cannot carry out activities different from the hereinbefore mentioned ones, with the exception of those directly tied to them or of those by nature accessory to the statutory ones - as they are integrative of the same.
The President is elected by the founding members in the person of Mrs. Marilia Bellaterra, generalized above, and remains in office for three years, this appointment is renewable.
The General Meeting can nominate, if it deems it necessary, a Board of Auditors, according to the modalities laid out by the above mentioned Statute.
The President has, to every extent, the organic representation of the Association, directs and coordinates all of the activities of intervention, training and didactic 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 Association includes the following categories of members:
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.
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:
The Board of Directors ascertains the existence of the requisites, passes resolutions on the admission of the new partner. The resolution becomes operative only after the payment of the social fee, within five days from the receipt on behalf of the interested party of the resolution of acceptance. The resolution shall be deemed automatically void in case of dishonor of the aforementioned fee.
The General Meeting is made up of the Founding, Ordinary, and supporting Partners, so long as they have been members for at least six months and have fulfilled their obligations for the current year; the Bodies that are members shall send a representative.
The General Meeting meets in ordinary and extraordinary sessions. The Ordinary Meeting is convened once a year in order to approve the budget and the balance-sheet.
The Extraordinary Meeting will take place each time that the Board of Directors will deem it necessary or when one fourth of the Partners requests it. The General Meeting is convened by the President, by means of registered letter, with notice to the partners in which the agenda is written, and is valid on first call, when the number of persons present is not inferior to one tenth of those having the right to vote, on second call whatever the number of persons present.
The Partners who are absent may delegate other partners to represent them; a single partner may not accept more than three proxies.
The property of the Association is made up of:
From public financing, national and/or international for the pursuance of objectives which the Association may enter compatibly with its purpose.
Article 9 – SOCIAL YEAR AND BUDGET
The financial year begins on the first of January and ends on the 31 December every year. The first Financial year ends on 31 December 2003. The association’s budget must be deposited by the Treasurer, at the registered office, available to the Partners, at least 15 days before the General Meeting.
The first social accounting period begins on the date of the establishment of the Association and ends on 31 December of the same year.
Article 10 – ARBITRATION CLAUSE
Whatever controversy should arise dependent on the execution or interpretation of the present deed and that may form subject-matter for compromise, shall be remitted to the judgment of a friendly Board of Arbitrators who will judge according to impartiality and without procedural formalities, giving place to non-ritual arbitration. The arbitrators shall be chosen by mutual consent by the contesting parties, should agreement not be reached, they will be nominated by the President of the Court of law of Rome.
The expenses of the present deed and those which derive from it are to be charged to the Association.
I have received the present deed, drawn up on three sheets by eight whole pages plus some lines and the signatures on the present ninth page; deed written in part by a person whom I trust – under my personal supervision - and in part by me Notary public, and by me read to those present who – expressly and unanimously – approve it and underwrite it with me Notary public as by law.
Signed: Marilia Bellaterra;
Signed: Francesco Codispoti;
Signed: Bruno Codispoti;
Signed: Gedun Tharchin;
Signed: Riccardo Callori di Vignale;
Signed: Evelina Sissy Violini or Evelina Violini;
Signed: Luca Giorni
Signed: FRANCESCO GERBO – NOTARY PUBLIC. LOGO OF THE SEAL.
Enclosure “A” to the deed repertoire n. 41,421 collection n. 3,393
STATUTE OF THE ONLUS ASSOCIATION
“Rina and Francesco Bellaterra”
FOR THE SUPPORT OF PEOPLE WITH SPECIAL NEEDS – ONLUS
AN ASSOCIATION NAMED “ASSOCIAZIONE RINA E FRANCO BELLATERRA- for the support of people with special needs – Onlus”, a non profit organization of social utility, hereinafter more briefly referred to as Association.
From the moment it has been constitued, the Association will use in its name and in any distinctive sign or communication aimed at the public the phrase “non profit organization of social utility” or the acronym “ONLUS”.
Art. 2 - Office and sphere of activity
The Association has its registered office in Rome, Via di San Crisogono n. 37/39. The Associations activities will take place exclusively within the sphere of the Lazio Region.
The Association, with a resolution of the Board of Directors, can establish operative divisions or branches in other localities in Italy or abroad.
The Association is non profit, it is nonreligious, and non-political. All of the provisions foreseen by decree law n. 460 of 1997 and successive corrective and modifying decrees are applied to this Association.
The association draws its structure and the contents of its activity on the principals of democracy and equal rights of all its members.
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:
The Association pursues exclusively the aims destined to promote and realize directly and/or in collaboration or in convention with public and private bodies and in relation to the aforementioned thematic areas, the following corporate purposes:
Furthermore, the Association will be able to collaborate in all the initiatives, even individual, and all the bodies which pursue the same ends and that, in general, carry out any activity, even commercial, which is non profit, but that may become necessary or useful exclusively for the attainment of the corporate purposes.
The Association, in view of the aims that it has set for itself, will also deal with the analysis and the elaboration of the data surveyed in the field, so as to single out adequate cognitive and operational instruments, also in collaboration with local bodies, in respect of Community directives, national laws, regional provisions and of any other national and/or international norm of jurisdiction.
The Association, therefore, carries out its activity in the field of cultural promotion, of protection and support addressed at all social and institutional levels.
The Association cannot carry out activities different from the hereinbefore mentioned ones, with the exception of those directly tied to it or of those by nature accessory to the statutory ones - as they are integrative of the same.
Art. 4 - Bodies of the Association
The organs of the Association are:
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 didactic 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 on the establishment of the Association and remains in office for three years. The appointment is renewable.
The Vice President is elected by the Board of Directors among its members and carries out the tasks delegated onto 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.
When due to resignation or to other causes, one of the eligible seats on the Board of Directors should become vacant during the triennium, the Board will see to the replacement, for the residual period in which the Board remains in office, by choosing one of the partners, excepting the approval of the nomination by the General Meeting.
The General Meeting is made up of the Founding, Ordinary, and supporting Partners, so long as they have been members for at least six months and have fulfilled their obligations for the current year; the Bodies that are members shall send a representative.
The General Meeting meets in ordinary and extraordinary sessions. The Ordinary Meeting is convened once a year in order to approve the budget and balance sheet.
The Extraordinary Meeting will take place each time that the Board of Directors will deem it necessary or when one fourth of the Partners requests it. The General Meeting is convened by the President, by means of registered letter, with notice to the partners in which the agenda is written, and is valid on first call, when the number of persons present is not inferior to one tenth of those having the right to vote, on second call whatever the number of persons present.
The Partners who are absent may delegate other partners to represent them; a single partner may not accept more than three proxies.
The Association includes the following categories of members:
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.
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:
The Board of Directors ascertains the existence of the requisites, passes resolutions on the admission of the new partner. The resolution becomes operative only after the payment of the social fee, within five days from the receipt on behalf of the interested party of the resolution of acceptance. The resolution shall be deemed automatically void in case of dishonor of the aforementioned fee.
Art. 10 - Loss of Partnership Rights
Partnership rights are lost for the following reasons:
a) Voluntary withdrawal;
b) Delay;
c) 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 letters 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 following.
The exclusion of a Partner for reasons incompatible with the continuing 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 declare 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 of 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 set forth in the preceding articles of the present Statute.
The treasurer is responsible for the management of the Association’s cash and keeps its accounts, carries out the relative auditing of accounts, checks the keeping of the account books, arranges, form an accounting point of view, thee budget and the balance, accompanying them with the appropriate accounting report.
Each of the Treasurers acts must be countersigned by the President or, in his absence, by the Vice president.
The General meeting nominates, if it deems it opportune, three auditors, choosing them among the partners or among people external to the Association who present requisites of reliability with respect to the mandate. The auditors provide for the checking of the management documents, carry out the cash audits, ascertain the regular keeping of the books and of the accounts, examining the budget and the balance, drafting reports, and carry out whatever else may be of their competence in conformity with the present Statute, the Rules and Regulations and current laws. The auditors exercise their mandate even individually and are invited to assist in the ordinary and extra-ordinary meetings of the Board of Directors. They remain in office for three years and may be re-elected. The Board of Auditors is made up of three effective members. The mandate of Auditor is incompatible with the office of Director. For the duration of the mandate, re-eligibility and compensation, the norms set forth in the present Statute for the members of the board of Directors are valid.
The Auditors see to the keeping of the auditor’s meeting book, participate by right to the General Meetings, the Board of Directors and of the Technical-Scientific Committee, with a right to speak, but without the right to vote, verifying the Association’s regular accounting and of the relative books, and express an opinion on the budgets (art. 2403 and subsequent, in so far as applicable).
Art. 14 - Statute Modification
The present Statute may be modified by the Assembly with the intervention of at least two thirds of the partners.
The Statute may be modified by the Assembly in an extra-ordinary session with favorable vote of the majority of the partners.
The modification proposals must be brought to the partners’ attention at least 30 days prior to the Assembly which must discuss them.
The Association’s Corpus is made up of:
Art. 16 - Financial Year and First Corporate Accounting Period
The financial year begins on the first January and ends on 31 December each year.
The Association’s asset and liability statement must be deposited by the treasurer at the registered office, available to the partners for viewing, at least 15 days before the General Meeting.
The first corporate accounting period begins on the date of the Association’s foundation and ends on 31 December of the same year.
Art. 17 - 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.
Other than the keeping of the books prescribed by law, the Association keeps the minutes books of the meetings and deliberations of the General Meeting, the Board of directors and of the Auditors as well as the register of the members.
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.
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 set forth in special Rules and Regulations approved by the Association’s Board of Directors.
The eventual training courses and other seminar 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 private law contract. The hiring modalities, tasks and responsibilities of the teachers will be determined by the Board of Directors.
The dissolution of the Association must be resolved by the General Meeting with the intervention of at least two thirds of the partners.
The dissolution of the Association, for whatever cause, entails the obligation to devolve the Partnership Property to other non profit organizations of social utility (ONLUS) or to ends of public usefulness, which have similar, analogous or connected aims to those of the Association, having heard the control organ of art. 3, comma 190, of law n. 662 dated December 1996, excepting diverse destination imposed by law.
Whatever controversy should arise related to the execution or interpretation of the present Statute and which may object of 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.
The Association’s Board of Directors sees to requesting from the competent authorities (Ministry of Finance) the enrolment in the proper Registry Office (instituted and managed by the Ministry of Finance) and the recognition of the Association as “ONLUS” (law by decree n. 460/97).
To this end the Board of Directors, in derogation to what is foreseen by art. 14, is authorized to make those modifications to the present Statute that for recognition would be requested by the competent Authorities. Furthermore, the Board of Directors sees to requesting the recognition of the Association “Rina e Franco Bellaterra” also on behalf of the Regione Lazio, as an Association of regional interest, according to the legislation in force.
For everything that has not been foreseen by the present Statute reference will be made to the norms topic of entities contained in book I of the Civil Law and, in suborder, to the norms contained in book V of the Civil Law.
The present Association enjoys the fiscal facilities foreseen for the ONLUS by law by decree n. 460 dated December 4, 1997, published on the Gazette n. 1 dated 2 January, 1998.
Signed: Marilia Bellaterra;
Signed: Francesco Codispoti;
Signed: Bruno Codispoti;
Signed: Gedun Tharchin;
Signed: Riccardo Callori di Vignale;
Signed: Evelina Sissy Violini or Evelina Violini;
Signed: Luca Giorni
Signed: FRANCESCO GERBO – NOTARY PUBLIC. LOGO OF THE SEAL.