Bylaws

Siamo il Monferrato APS

Art. 1 – Name, headquarters, and duration

1.1 Pursuant to the Civil Code and Legislative Decree July 3, 2017, n. 117 and subsequent amendments and additions (hereinafter “Third Sector Code”), an unincorporated association with social promotion purposes, named “Siamo il Monferrato APS” (hereinafter also referred to as the “Association”), is established on September 5, 2024.

1.2 The association has its registered office in the Municipality of Asti at Piazza Medici n.4 and has an unlimited duration. The transfer of the headquarters address within the same Province may be established by resolution of the Board of Directors and does not involve a statutory amendment, except for the obligation to notify the competent offices.

1.3 The qualification of Social Promotion Association with the acronym “APS” shall be usable in relations with third parties, in acts, in correspondence, and in communications with the public following registration in the appropriate section of the Single National Register of the Third Sector (RUNTS).

1.4 The Association does not pursue profit-making purposes and therefore the distribution, even indirect, of profits and operating surpluses, funds, and reserves however named to founders, associates, workers and collaborators, administrators, and other members of the corporate bodies is not permitted, even in the case of withdrawal or any other hypothesis of individual dissolution of the associative relationship.

Art. 2 – Purpose, aims, and activities

2.1 The Association operates actively in favor of the social and tourism development of the territory and carries out its activities for the purposes of tourism promotion and the enhancement of the natural, cultural, historical, and social realities and potential of the territory.

2.2 The association is non-profit and pursues civic, solidarity, and social utility purposes, according to principles of democracy and equality through the exclusive or main performance, in favor of its members, their family members, or third parties, of one or more of the following activities of general interest, predominantly utilizing the volunteer activities of its members:

organization and management of tourism activities of social, cultural, or religious interest (pursuant to article 5, paragraph 1 letter k) of the Third Sector Code);
organization and management of cultural, artistic, and recreational activities of social interest, including activities, also editorial, for the promotion and dissemination of the culture and practice of volunteering and activities of general interest (pursuant to article 5, paragraph 1 letter i) of the Third Sector Code);
interventions for the protection and enhancement of cultural heritage and the landscape (pursuant to article 5, paragraph 1 letter f) of the Third Sector Code);
education, instruction, and vocational training, as well as cultural activities of social interest with educational purposes (pursuant to article 5, paragraph 1 letter d) of the Third Sector Code);
interventions and services aimed at safeguarding and improving environmental conditions and the prudent and rational use of natural resources (pursuant to article 5, paragraph 1 letter e) of the Third Sector Code);
organization and management of amateur sports activities (pursuant to art. 5, paragraph 1, letter t) of the Third Sector Code);
redevelopment of unused public assets or assets confiscated from organized crime (pursuant to art. 5, paragraph 1, letter z) of the Third Sector Code).

2.3 In particular, for the realization of the aforementioned activities of general interest, the Association aims to:

carry out active work to organize the locality in which it operates for tourism, proposing to the competent Administrations the aesthetic improvement of the area and all those initiatives suitable for protecting and enhancing natural beauty and resources, typical local productions, as well as the cultural, historical, monumental, artistic, and environmental heritage, activating every possible form of collaboration with public and private entities;
promote and organize, also in collaboration with Public and/or private Entities, initiatives (conferences, excursions, public shows, exhibitions, celebrations, historical and/or folkloric events and reenactments, carnivals, masked parades, dancing evenings, concerts, shows, walks, excursions, trips, sporting events, markets, festivals, fairs and/or events of other kinds, as well as social solidarity initiatives, environmental recovery, restoration and management of monuments, etc.) that serve to attract and make the stay of tourists more pleasant and the quality of life of residents better, and to favor social aggregation and sustainable tourism;
develop hospitality, tourism and environmental education, and global knowledge of the territory, and more generally sensitize the resident population towards the tourism phenomenon;
stimulate the improvement of infrastructure and hotel and non-hotel accommodation capacity;
ensure the regular performance of local services of tourism value by carrying out all those actions suitable for guaranteeing their widest functionality;
manage information and the reception of tourists, also through the management of Information Offices provided for by current laws on the subject;
promote and develop solidarity and volunteering as well as social aggregation through activities in the social and volunteer sector through: specific tourism proposals for the elderly, design and implementation of social spaces intended for the education, training, and leisure of minors, organization of tourist-educational itineraries for school groups, exchanges to and from abroad to favor knowledge of the territory and its culture, also reconnecting the values of our territory and our culture with those of emigrants residing abroad;
realize or participate in events of particular historical, artistic, and cultural interest, linked to the customs and traditions of the local community, also through the enhancement of intangible assets;
activate the design of initiatives and services, in line with the provisions and calls of regional, national, and community policies;
promote the activity of traders and small artisans of the territory, to favor their knowledge at a tourist and international level, also through: the establishment of internal committees within the association itself, events, projects that involve them directly, and collaborations with local public and/or private entities.

2.4 For organizational purposes, the Association may acquire by title of ownership, lease, or free loan structures and equipment suitable for the object of its activity.

2.5 Furthermore, the Association may exercise other activities, instrumental and secondary to the activities of general interest, pursuant to and within the limits provided for by art. 6 of the Third Sector Code. Their identification may be carried out upon proposal of the Board of Directors and approved by the Shareholders’ Meeting. In the event that the Association exercises other activities, the Board of Directors must certify their secondary and instrumental nature in the financial statements pursuant to art. 13, paragraph 6, of the Third Sector Code;

2.6 The Association may carry out the activity of serving food and beverages to its members, in compliance with the regulations referred to in decree April 4, 2001, n. 235 and subsequent amendments and additions.

2.7 The association may also carry out fundraising activities through the request to third parties for donations, legacies, and contributions of a non-reciprocal nature – in order to finance its activities of general interest. Fundraising activities may also be carried out in an organized and continuous form, through solicitation to the public or through the transfer or provision of goods or services of modest value, using its own and third-party resources, including volunteers and employees, in compliance with the principles of truth, transparency, and fairness in relations with supporters and the public.

Art. 3 – Volunteering

3.1 The Association utilizes activities provided on a voluntary, free, and gratuitous basis by its members. The status of volunteer is incompatible with any form of subordinate or autonomous employment relationship and with any other paid work relationship with the entity of which they are a member through which they carry out their voluntary activity.

3.2 Volunteers are people who, by their free choice, carry out activities through the association in favor of the community and the common good, making their time and skills available. Their activity must be carried out in a personal, spontaneous, and free manner, without profit-making purposes, even indirect, and exclusively for purposes of solidarity.

3.3 The activity of volunteers cannot be remunerated in any way, not even by the beneficiaries. Volunteers may only be reimbursed by the association for expenses actually incurred and documented for the activity performed, within maximum limits and under conditions previously established by the Board of Directors. Expenses incurred by volunteers may be reimbursed in the manner and within the limits provided for by art. 17 of Legislative Decree July 3, 2017 n. 117. 117. The Association will identify the maximum limits and conditions under which to reimburse expenses actually incurred and documented for the activity performed. Where necessary, it will adopt, by assembly resolution, the expense reimbursement regulations and the volunteering regulations.

3.4 The Association shall establish a specific register in which to enroll the volunteers of the Association who carry out their activity on a non-occasional basis, in accordance with the provisions of current legislation. The Association must insure volunteers against accidents and illnesses connected to the performance of the volunteer activity, as well as for civil liability towards third parties pursuant to art. 18 of legislative decree July 3, 2017, n. 117. 117.

Art. 4 – Workers

4.1 The association may hire employees or utilize autonomous or other types of work services, including from its own members, only when this is necessary for the purpose of carrying out activities of general interest and pursuing the statutory aims.

4.2 In any case, the number of workers employed in the activity cannot exceed 50% of the number of volunteers or 5% of the number of members.

Art. 5 – Members

5.1 The number of members is unlimited but, in any case, cannot be lower than the minimum established by law. If, following the constitution, the number should fall below the required minimum, the Association must promptly notify the Office of the Single National Register and supplement the number within one year.

5.2 Natural persons of both sexes who accept the purposes set by the Bylaws, who request it, who share its aims, and who participate in the activities of general interest of the association with their work, skills, and knowledge may join the association. The Association recognizes two categories of members: Founders and Participants. Founding Members are those who signed the deed of incorporation and contributed to the birth of the association with a minimum payment of 500 euros or by providing at least 30 hours of voluntary work, documented and approved by the Board of Directors. New Founding Members may be admitted upon a reasoned proposal, approved by at least 2/3 of the votes of the existing Founding Members. Participating Members are those who apply for membership after the constitution of the association, according to the procedures established by the Board of Directors.

5.3 Anyone wishing to be admitted as a member must submit a written application to the Board of Directors which must contain: a) indication of name, surname, residence, date and place of birth, tax code, as well as telephone numbers and email address, where available; b) a declaration of knowing and fully accepting these Bylaws, any regulations, and of complying with the resolutions legally adopted by the associative bodies;

5.4 In the case of a minor, the application is signed by the person exercising parental responsibility over them.

5.5 The Board of Directors decides on the application according to non-discriminatory criteria, consistent with the aims pursued and the activities of general interest carried out.

5.6 The admission resolution must be communicated to the interested party and recorded, by the Board of Directors, in the register of members.

5.7 The Board of Directors must, within 60 days, provide reasons for the resolution rejecting the admission application and communicate it to the interested parties.

5.8 If the admission application is not accepted by the Board of Directors, the person who proposed it may, within 60 days of the communication of the rejection resolution, request that the Assembly or, where provided, the Board of Arbitrators pronounce on the request. In case of rejection of the application, the Assembly or the Board of Arbitrators, where established, decides on the unaccepted applications, if not specifically convened, on the occasion of their next meeting.

5.9 Membership may only cease in the cases provided for by art. 7. 5. Therefore, memberships that violate this principle by introducing admission criteria that instrumentally limit rights or are for a fixed term are not permitted.

5.10 The membership fee is personal, non-transferable, non-refundable, and non-revaluable.

Art. 6 – Rights and obligations of members

6.1 Members have the right to:

elect the associative bodies and be elected to them;
vote in the Assembly, if enrolled for at least three months in the register of members and in compliance with the payment of the membership fee;
be informed about the association’s activities and monitor its progress;
use the association’s premises;
participate in all initiatives and events promoted by the association;
contribute to the development of and approve the program of activities;
be reimbursed for expenses actually incurred within the scope of the associative activity and documented;
take note of the agenda of the assemblies;
consult the corporate books and view the financial statements;
receive the Association’s publications.

6.2 All members have the right to participate in the Shareholders’ Meeting, to propose motions, receive official communications, and access corporate documents by appointment. Founding Members have the right to elect 5 out of 7 members of the Board of Directors. Participating Members have the right to elect 2 members of the Board of Directors. For minor members, the right to vote is exercised, until they reach the age of majority, by the person exercising parental responsibility over them.

6.3 Minor members cannot hold corporate offices.

6.4 Members have the obligation to:

respect these Bylaws and any internal Regulations;
maintain, in relations with other members and with third parties, behavior characterized by a spirit of solidarity, fairness, good faith, and moral rigor;
pay the membership fee according to the amount, payment methods, and terms established annually by the Board of Directors.

Art. 7 – Loss of membership status

7.1 Membership status is lost through withdrawal or exclusion.

7.2 A member who seriously contravenes the obligations of these Bylaws, any internal Regulations, and the resolutions of the associative bodies, or causes material or moral damage of a certain gravity to the association, may be excluded from the association upon proposal of the Board of Directors by resolution of the Assembly with a secret vote and after having heard the justifications of the interested party. The proposal for the exclusion resolution must be communicated in advance to the member who may present their counter-arguments to the Assembly, which must express itself within 60 days or in any case in the first useful session. In the indicated hypotheses, the excluded member may not resubmit an admission application.

7.3 The exercise of membership rights is suspended in the event of failure to pay the annual membership fee, even partial, within the terms and in the manner resolved by the Board of Directors after formal notice and unless they regularize the payments of past fees within 30 days of the notice of delinquency.

7.4 A member may always withdraw from the association.

7.5 Withdrawal must be communicated via PEC (Certified Email) or registered mail with return receipt with a minimum notice of 2 months for Participants and 6 months for Founders. A Founding Member may be excluded with the favorable vote of 2/3 of the Founding Members for serious violations of the bylaws, including behavior contrary to the purposes of the association or that causes damage to its image.

7.6 Participation rights in the association are not transferable.

7.7 Members who have ceased to belong to the association have no right to its assets.

Art. 8 – Bodies

8.1 The bodies of the Association are:

the Assembly;
the Board of Directors;
the President and the Vice President;
the Control Body, where established;
the Statutory Auditor, where deemed appropriate or when mandatory pursuant to current legal provisions;

8.2 All elective offices are unpaid.

8.3 The bodies remain in office for four years and the members are eligible for re-election.

8.4 Each body, pursuant to art. 24 fourth paragraph of Legislative Decree 117/2017, may activate for its meetings the method of participation by means of telecommunication or the expression of the vote electronically provided that the participants are informed of the option in the notice of meeting, are identifiable, and are placed in a position to intervene at any time and vote without limitations deriving from remote participation.

Art. 9 – Assembly

9.1 The Assembly is the sovereign body of the Association and is composed of all members: Founders and Participants. In the Assembly, all those who have been enrolled for at least 3 months in the register of members and are in compliance with the payment of the membership fee for the year in which the Assembly takes place have the right to vote.

9.2 Voting for the Board of Directors takes place separately for each category of members. The assembly is validly constituted with the presence of half plus one of those entitled to vote; in second call, it is valid regardless of the number of those present. Decisions are taken by a majority of those present, unless otherwise provided for in the bylaws.

9.3 Each member may be represented in the Assembly by another member entitled to vote by means of a written proxy, also at the bottom of the notice of meeting. In the Assembly, only one proxy is allowed for each member present entitled to vote.

9.4 The Assembly is convened by resolution of the Board of Directors and communicated to the members by written notice, also in electronic form, at least 10 days before the date fixed for the Assembly and must contain the agenda, the place, the date, and the time of the first call and the second call. In the absence of formal convocation or failure to respect the notice terms, meetings in which all members participate in person or by proxy are equally valid.

9.5 The Assembly is presided over by the President of the association or, in their absence, by the Vice President or a person elected as President by those attending the assembly itself.

9.6 The Assembly meets at least once a year for the approval of the annual financial statements.

9.7 The Assembly must also be convened when the need arises or when a reasoned request is made by at least one-tenth of the members.

9.8 The Assembly is divided into Ordinary and Extraordinary. The Ordinary Assembly has the following competencies:

elects and dismisses the members of the Board of Directors, the Control Body, the Board of Arbitrators, and the person in charge of the statutory audit, where provided for and where mandatory pursuant to current legal provisions;
approves the annual financial statements and the social report where provided for;
decides on the liability of the members of the associative bodies and promotes liability actions against them;
decides on the exclusion of members;
approves any regulations for the assembly’s work;
decides on appeals in case of rejection of the admission application of new members;
decides on the dissolution, transformation, merger, or demerger of the association;
decides on the exercise and identification of any other activities pursuant to art. 2.5 of these Bylaws;
decides on other matters attributed by Law to its competence. The Extraordinary Assembly has the following competencies:
decides on any extraordinary contributions;
decides on amendments to the Deed of Incorporation or the Bylaws;
decides on other matters attributed by Law to its competence.

9.9 The Ordinary Assembly is validly constituted on first call with the presence of half plus one of the members entitled to vote present, in person or by proxy, and on second call regardless of the number of members entitled to vote present, in person or by proxy.

9.10 The Assembly decides by a majority of votes. In resolutions for the approval of the financial statements and in those concerning their liability, the directors do not have a vote.

9.11 A specific minute of the assembly meetings and relative resolutions must be drawn up, signed by the President and the Secretary, and consultable by all Members at the registered office; any copies will be at the expense of the requesting member.

9.12 The Extraordinary Assembly is valid on first call with the presence of two-thirds of the members entitled to vote, on second call with the presence of half plus one of the members entitled to vote, and the Assembly decides with the favorable vote of the majority of valid votes.

9.13 To resolve on the dissolution of the association and the devolution of the assets, the favorable vote of at least 3/4 of the members is required.

9.14 Subject to the approval of a specific regulation, the possibility is allowed for Assembly meetings to be held by teleconference or videoconference, provided that all participants can be identified and are allowed to follow the discussion and intervene in real time in the treatment of the topics addressed; if these requirements are met, the Assembly is considered held in the place where the President is located and where the Secretary of the meeting must also be located, in order to allow the drafting and signing of the minutes in the relative book.

Art. 10 – The Board of Directors

10.1 The Board of Directors operates in implementation of the will and general guidelines of the Assembly, to which it responds directly and by which it may be, for serious reasons, dismissed with justification. The Board of Directors is composed of 7 members: 5 elected by the assembly of Founding Members and 2 by the assembly of Participants. Members remain in office for four years and are eligible for re-election only once consecutively. Candidacies must be presented at least 15 days before the elections and voted on by secret ballot. In case of resignation or forfeiture, the first of the non-elected candidates of the same category takes over, otherwise a new election is held.

10.2 Everything that is not by Law or by Bylaws the exclusive competence of the Assembly or other associative bodies falls within the sphere of competence of the Board of Directors.

10.3 The Board of Directors is responsible to the Assembly for operational management, implements the mandates and decisions of the Assembly, and is invested with the broadest powers for the ordinary and extraordinary management of the Association, except for those that the law and the Bylaws attribute to the Assembly. In particular, it carries out the following activities:

elect and dismiss, from among its members, the President, the Vice President, the Secretary, and the Treasurer;
execute the resolutions of the Assembly;
formulate the programs of associative activity based on the lines approved by the Assembly;
prepare the annual financial statements and any social report;
propose any other activities and certify their secondary and instrumental nature with respect to the activities of general interest;
approve the economic forecast and programming document for the financial year;
decide on applications for new memberships;
submit proposals for the exclusion of members to the Assembly;
decide on the annual membership fee and any extraordinary contributions;
decide on disciplinary actions against members;
manage all movable and immovable property owned by the association or entrusted to it;
ensure the maintenance of the corporate books within its competence;
establish the maximum limits and conditions for reimbursements to volunteers of expenses actually incurred and documented for the activity performed;
approve the amount of compensation for any paid services that become necessary for the regular functioning of the APS’s activities;
establish Committees or Working Groups, in which members or experts, even non-members, participate, for the definition and concrete realization of specific programs and projects.

10.4 The first Board of Directors is appointed in the deed of incorporation and, subsequently, by the Assembly of members.

10.5 The Assembly elects the members of the Board of Directors from among the Members, to whom art. 2382 of the Civil Code applies regarding the causes of ineligibility and forfeiture. Article 2475-ter of the Civil Code applies to the conflict of interest of directors.

10.6 The Board of Directors is composed of 7 members, which is such as to ensure balanced representation of the members.

10.7 The members of the Board of Directors remain in office for four years and are eligible for re-election.

10.8 The Board of Directors is presided over by the President or, in case of their absence, by the Vice President or, in the absence of the latter, by a member elected for the purpose by the Board of Directors.

10.9 The Board of Directors normally meets at least four times a year, or when the President deems it appropriate or following a written request from at least two-thirds of the members of the Board of Directors. The convocation is sent in writing, also in electronic form, 5 days in advance and must contain the agenda, the place, the date, and the time of the session. In the absence of formal convocation or failure to respect the notice terms, meetings in which all members of the Board of Directors participate are equally valid. In case of urgency, convocation is allowed up to 24 hours before the date of the meeting.

10.10 In case of death, resignation, forfeiture, or exclusion of directors before the expiry of the mandate, the Board of Directors is supplemented with the first among the non-elected candidates, who remain in office until the expiry of the mandate of the Board of Directors. In case of absence or exhaustion of the list of non-elected candidates, or their unavailability, the assembly provides for the replacement by election.

10.11 The Board of Directors lapses if, due to death, withdrawal, or resignation, the overall composition of the Board itself is less than half plus one of the total members. In this hypothesis, the Assembly, specifically convened by the outgoing President or the Vice President, provides for the renewal of the entire body by election within two months.

10.12 For the validity of the resolutions, the actual presence of the majority of the members of the Board of Directors is required. Resolutions are valid with the vote of the majority of those present; in case of a tie, the President’s vote prevails.

10.13 A specific minute of the board meetings must be drawn up, signed by the President and the Secretary, and approved from time to time by the Board itself, consultable by all members at the registered office, upon formal request to the President.

10.14 Meetings or the participation of individual members of the Board of Directors may also be carried out by means of audio/video connection systems through remote communication tools (videoconference, teleconference), according to the methods defined by specific regulation. The expression of the vote by secret ballot is also allowed, in the hypotheses provided for by the Bylaws and Regulations, through the use of a specific online voting platform, provided that security and encryption systems and the ability to maintain the anonymity and security of the vote cast are guaranteed.

10.15 The power of representation attributed to the directors is general; therefore, limitations of this power are not opposable to third parties unless they are registered in the Single National Register of the Third Sector or if it is proven that third parties were aware of them.

Art. 11 – President – Vice President

11.1 The President legally represents the association in internal and external relations, towards third parties and in court, and performs all acts that bind it externally.

11.2 The President is elected by the Board of Directors from among its members and may be reconfirmed.

11.3 They are authorized to carry out collections and accept donations of every nature and any type from Public Administrations, Entities, Institutions, and private individuals, issuing release receipts, as well as to stipulate all acts and contracts inherent to the associative activities.

11.4 The President remains in office as long as the Board of Directors and ceases due to expiry of the mandate, voluntary resignation, or eventual dismissal, for serious reasons, decided by the Assembly, with the majority of those entitled.

11.5 At least one month before the expiry of the mandate of the administrative body, the President convenes the Assembly for the appointment of the new Board of Directors.

11.6 The President presides over the Assembly and the Board of Directors, carries out ordinary administration based on the directives of these bodies, reporting to the latter regarding the activity performed.

11.7 The Vice President is elected by the Board of Directors from among its members and replaces the President in all their duties whenever they are unable to exercise their functions.

Art. 12 – Secretary and Treasurer

12.1 The Secretary and the Treasurer are elected by the Board of Directors from within its members.

12.2 The Secretary assists the Board of Directors, drafts the minutes of the relative meetings, ensures the preservation of documentation concerning the life of the Association, ensures the execution of resolutions, and provides for the normal functioning of the offices.

12.3 The Secretary is responsible, together with the President, for maintaining suitable documentation showing the economic and financial management of the Association.

12.4 The Treasurer is responsible for the administrative and financial management of the Association concerning the financial year and the maintenance of the accounting books. They ensure the drafting of the annual financial statements and the economic programming document based on the determinations made by the Board. The Treasurer is granted the power to operate with banks and post offices, including the faculty to open or close current accounts, sign checks, make withdrawals, endorse checks for collection, and in any case perform any and all operations inherent to the tasks assigned to them by the statutory bodies.

12.5 It is possible to entrust the two roles to a single Director.

Art. 13 – Control body

13.1 Should the need arise, and in the cases provided for by law pursuant to art. 30 of the Third Sector Code, a monocratic control body is elected by the Assembly.

13.2 The control body shall remain in office for four financial years and must be selected from the categories of subjects referred to in Article 2397, second paragraph, of the Italian Civil Code.

13.3 The control body:

monitors compliance with the law, the Articles of Association, and adherence to the principles of proper administration, also with reference to the provisions of Legislative Decree No. 231 of June 8, 2001, where applicable;
monitors the adequacy of the organizational, administrative, and accounting structure and its actual functioning;
carries out tasks to monitor compliance with civic, solidarity, and social utility purposes;
certifies that the social report, where prepared, has been drawn up in accordance with the guidelines referred to in Article 14 of Legislative Decree No. 117 of July 3, 2017. 117. The social report shall acknowledge the results of the monitoring carried out.

13.4 The Control Body has the right of access to the Association’s documentation relevant to the performance of its mandate. It may at any time proceed, even individually, with acts of inspection and control, and for this purpose, it may request information from the directors on the progress of corporate operations or on specific business matters.

13.5 The Control Body is invited to the meetings of the Board of Directors and, in such cases, may express its opinion on the items on the agenda, without the right to vote.

13.6 The position of member of the Control Body is unpaid, except for the reimbursement of effectively documented expenses.

Art. 14 – Statutory Audit

14.1 Where deemed appropriate and when mandatory pursuant to Art. 31 of Legislative Decree No. 117 of July 3, 2017, the Assembly shall appoint the subject in charge of the statutory audit.

14.2 The statutory audit may be entrusted to the Control Body, provided that it is a statutory auditor registered in the appropriate register.

14.3 If the Control Body does not exercise accounting control and if the requirements provided for by Art. 31 of Legislative Decree 117/2017 are met, the Association must appoint a Statutory Auditor or a Statutory Audit Firm registered in the appropriate register.

Art. 15 – Assets and Economic Resources

15.1 The Association’s assets are indivisible and intended solely, stably, and entirely to support the pursuit of social, civic, and solidarity purposes.

15.2 The Association’s assets consist of: – movable and immovable property owned by the Association; – carried forward surpluses from previous years; – restricted liberal donations, gifts, legacies; – shareholdings and investments in various financial instruments, according to the rules and limits established by current legislation; – any other asset consistent with the rights of a non-profit association and social promotion association.

15.3 The distribution, even indirect, of profits and operating surpluses, funds, and reserves however named to founders, associates, workers and collaborators, directors, and other members of the corporate bodies is prohibited, even in the case of withdrawal or any other hypothesis of individual dissolution of the associative relationship.

15.4 The economic resources with which the Association provides for its operation and the performance of its activities are: 1. membership fees and contributions from Members and private individuals; 2. inheritances, donations, and legacies; 3. funding from the European Social Fund and other European funding for projects aimed at achieving institutional objectives and for supporting the Association’s activities; 4. contributions from the State, regions, local authorities, public bodies or institutions, also aimed at supporting specific and documented programs carried out within the scope of the statutory purposes; 5. liberal donations from Members and third parties; 6. income deriving from fundraising; 7. any other income, compatible with the social purposes of social promotion associations, which contributes to raising the funds necessary to achieve the institutional purposes, in compliance with the limits and conditions imposed by current legislation; 8. miscellaneous activities referred to in Art. 6 of the Third Sector Code;

15.5 All income and proceeds from the Association’s activities are used and spent for the achievement of its purposes and cannot be divided and/or distributed (even indirectly) to the Members.

15.6 Any profits or operating surpluses of the Association must be reinvested in favor of the institutional activities provided for in the Articles of Association.

Art. 16 – Financial Statements

16.1 The association must prepare annual financial statements starting from January 1st of each year.

16.2 These are prepared by the Treasurer, based on the determinations of the Board of Directors, and are approved by the Assembly within 4 months of the close of the financial year to which the statements refer.

16.3 The financial statements must be filed with the Single National Register of the Third Sector within the terms and methods provided for by current legislation.

16.4 The financial statements, drawn up in accordance with current legislation, must represent in a true and fair manner the economic and financial performance of the association and are accompanied by all documents required by the legislation itself.

16.5 The financial statements and the explanatory reports thereof must be posted at the registered office.

16.6 Where deemed appropriate and when mandatory pursuant to Art. 14 of Legislative Decree No. 117 of July 3, 2017, the Association shall prepare, file with the Single National Register of the Third Sector, and publish the social report on its website. The latter is prepared by the Board of Directors and is approved by the assembly within four months of the close of the financial year to which it refers.

Art. 17 – Corporate Books

17.1 The Association shall maintain the mandatory corporate books provided for by current legislation:

register of associates, kept by the Board of Directors;
register of volunteers, who carry out their activity on a non-occasional basis;
book of meetings and resolutions of the Assembly, in which minutes drawn up by public deed must also be transcribed, kept by the Board of Directors;
book of meetings and resolutions of the Board of Directors, kept by the same body;
book of meetings and resolutions of the Control Body, kept by the same body;
book of meetings and resolutions of any other associative bodies, kept by the body to which they refer.

17.2 All associates in good standing with the payment of membership fees have the right, upon written request to the President, to examine the corporate books at the registered office of the entity, within 60 days from the date of the request, on the days and at the times established by the President.

Art. 18 – Dissolution and Devolution of Residual Assets

18.1 In the event of cessation, extinction, or dissolution of the association, the residual assets are devolved to other Third Sector associations with similar purposes and preferably operating in the same Municipality, in accordance with the provisions of current law.

18.2 The Assembly shall appoint one or more liquidators, preferably chosen from among its associates.

Art. 19 – Registration in the Single National Register of the Third Sector

19.1 In order to assume the status of a social promotion association, the Association shall register in the relevant section of the Single National Register of the Third Sector referred to in Articles 45 et seq. of Legislative Decree No. 117/2017 and subsequent amendments, through its legal representative, providing the information referred to in Article 48 of the same decree as well as Ministerial Decree No. 106/2020 and subsequent amendments and additions. It shall also record in the Single Register all changes to the information provided, within the terms provided for by current legislation.

19.2 Once registered, the Association must indicate the registration details in its deeds, correspondence, and communications to the public.

Art. 20 – Transitional Provisions

20.1 The effectiveness of the inclusion of the acronym “APS” in the Association’s name, as well as the use in deeds, correspondence, and any distinctive sign or communication addressed to the public of the indications “APS” or “social promotion association”, are subject to the condition precedent of the Association’s registration in the relevant section of the Single National Register of the Third Sector.

Art. 21 – Referral

21.1 For anything not expressly provided for in these Articles of Association, any internal Regulations, and resolutions of the associative bodies, the provisions of Legislative Decree No. 117 of July 3, 2017, and subsequent amendments and additions, and the national and regional provisions in force on the subject and, insofar as they are compatible, the Civil Code shall apply.