Bylaw

Art. 1 Constitution

1. The association is established of social promotion called "APS Tiberla”, here hereinafter referred to as the "Association".

2. The Association is set up as an association of social promotion, pursuant to art. 35 et seq. of the Legislative Decree n. 117 of the 2017 (Third Sector Code), as well as of general principles of the legal system, for purposeless pursuit not even indirect profit for civic purposes, solidarity and utility social.

The association adopts the qualification and the acronym APS in its name which constitutes a peculiar distinctive sign and for this purpose it is inserted in the acts, in correspondence and in any communication and external manifestation of the same.

3. The Association is regulated from this Statute and any regulations that, approved according to statutory rules, become necessary to better regulate specific associative relationships or activities.

Art. 2 seat

1. The Association is based in Municipality of Rome.

2. By resolution of the Council Board of Directors, the registered office can be identified and transferred, without need of statutory amendment, as long as within the same Municipality.

3. By resolution of the Council Board of Directors can also be established operational headquarters of the Association in Italy or abroad.

Art. 3 duration

The Association has an unlimited duration.

Art. 4 Subject and purpose

1. The spirit and the practice of the Association comply with the principles of the Italian Constitution and yes are based on full respect for the human dimension, spiritual and cultural of person.

The Association It is nonpartisan and will adhere to the following principles: no-profit, democratic nature of the structure and electivity of corporate offices.

2. For the pursuit of civic purposes, solidarity and of social utility the Association carries out the following activities of interest general referred to in art. 5 comma 1 of Legislative Decree n. 117 of the 2017 in favor of associates, their family members and third parties, making use of it in a prevalent way the performance of associated volunteers:

  • interventions and services aimed at safeguarding and improving the conditions of the environment and the prudent and rational use of natural resources, with exclusion of the activity, exercised habitually, of waste collection and recycling urban, special and dangerous;
  • interventions of protection and enhancement of the cultural heritage and landscape, under of the legislative decree 22 January 2004, n.42. and subsequent amendments.

The Association in particular pursues these activities of general interest through:

  • there redevelopment of abandoned and degraded public areas, important landscape and / or cultural value, in open spaces / free to all citizens without architectural barriers, obtained in concession, free loan or adoption;
  •  the management and maintenance in a state of decor and livability of the redeveloped area through the provision of spaces for sporting / recreational events and the outsourcing of catering services and other services;
  • Promotion and development of social projects for the recovery of unused public buildings and land;
  • Organization of initiatives and public events to raise awareness among citizens al theme of the protection and enhancement of environmental resources and heritage historical / artistic / urban;
  • Promotion of neighborhood development models for the improvement of liveability in terms of legality, road safety, cleaning, elimination architectural barriers;
  • Promotion and development of areas for gymnastics sports activities aimed at health e to fitness;
  • Promotion the idea of ​​beauty of our cities and our historical / environmental heritage.

3. The Association can also carry out, in accordance with art. 6 of the Third Sector Code, activities other than those of general interest indicated above provided they are secondary and instrumental with respect to the latter according to criteria and limits defined by a specific Decree ministerial. These activities are identified with a specific resolution of the Assembly.

4. The Association can exercise also fundraising activities – through the request to third parties of donations, bequests, non-payment contributions – in order to finance its activities of general interest and in compliance with principles of truth, transparency and fairness in relations with supporters e with the public.

5. The Association also carries out public awareness and information activities on relevant issues to its own purposes, makes use of every tool useful for achieving it of the social aims and in particular of the collaboration with local authorities, also through the stipulation of specific agreements, or with other entities having purposes similar or connected with their own.

Art. 5 Associati

1. To the Association they can join all people who expressly share the purposes mentioned in the previous article and who intend to participate in the activities of the association with their work, skills and knowledge. The number of associates cannot be less than the minimum established by the Third Party Code Sector; otherwise the membership must be integrated within one year.

2. They are associated of the Association those who participated in the constitution and how many others,written application also in electronic format, they will come admitted by the Board of Directors and will pay the membership fee annually established by the Board of Directors. In the application for admission, the interested party declares to know and fully accept this Statute, any regulations and to comply with the resolutions legally adopted by the associative bodies.

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

There the admission resolution must be communicated to the interested party and noted, by the Board of Directors, in the book of associates.

3. In case of non-acceptance of the admission application, the Board of Directors must, within 60 days, motivate the rejection resolution and communicate it to the interested party who, within 60 days from receipt of the communication, may request that on the application the Assembly is pronounced, which, unless specifically convened, will deliberate at the first subsequent meeting.

4. The annual fee charged of the associates is not transmissible, nor repeatable in case of withdrawal or loss of the status of shareholder.

Art. 6 Rights e duties of the associates

1. All associates have equal rights and equal obligations towards the Association.

2. Admission to the Association it cannot be done for a temporary period, without prejudice to the right to each member to withdraw from the Association at any time through written communication sent to the Association.

3. Associates have the right of information and control established by the laws and by the Statute, of consult the company books by making an express written request to the Chairman e to participate in the meetings e, if in good standing with the payment of the fee social, They are entitled to vote in person or by proxy, to elect and be elected to corporate offices.

4. Associates have the obligation to respect the rules of this Statute, the deliberations of the organs Association and pay dues in the amount set by Board of Directors.

5. Associated volunteers perform in a personal way, spontaneous and free volunteer work for the realization of the Association's purposes, as approved by the bodies social and consensually assigned to them.

6. It is not allowed for volunteers associates enter into any type of contract with the Association having as subject to employment or self-employed relationships. To the volunteer they can be reimburse only the costs actually incurred for the activity performed, within the limits previously established by the Board of Directors.

7. Those who lend business volunteers must be insured against accidents and illnesses connected to the performance of the activity itself, as well as for liability civil towards third parties, in compliance with the provisions of legislation current.

Art. 7 Lost of the quality of associate

There As an associate is lost:

  • Death;
  • Resignation: each member can withdraw from the association at any time by giving written communication to the Board of Directors; this withdrawal will take effect immediate. The obligation to pay the membership fee for the current year.
  • Forfeiture: the forfeiture is declared by the Board of Directors afterwards 90 days from date for which the payment of the membership fee is required, that is 30 March of each year.
  • Exclusion: the quality of associate is also lost if the person carries out acts in violation of the provisions of the Statute, any regulation as well as of the resolutions approved by the association bodies, behave detrimental to the image of the Association, or if there are serious reasons that make the continuation of the associative relationship incompatible. Advice Board deliberates the exclusion measure, after contesting the charges and after hearing the associated member, if you requested by the. The the exclusion measure must be communicated by registered letter or by email to the interested party, which may occur within thirty days to the Assembly. In this case the President must provide for the convening of the Assembly within fifteen days from receipt of the request and the Assembly must be held within thirty days from the call.

Art. 8 Organs of the Association

1. The bodies of the Association I'm:

a) the Assembly of Associates;

b) the Board of Directors;

c) President;

d) Control body (possible).

2 All associative positions they are elective and have duration triennial.

Art. 9 Composition and powers of the Assembly of Members

1. The Assembly is the best deliberative body of the Association

2. They can participate to the Assembly, with voting rights and active and passive electorate, all the Associates, from the date of the admission resolution, provided in compliance with payment of the annual membership fee.

3. Each member has the right to a vote. Associates can be represented, by written proxy, from other associates. Each member can receive a maximum of two proxies conferred on it by other associates. Each member can also participate in audio conference.

4. In particular, the Assembly has the task of:

  1. outline, examine and approve addresses, programs and general guidelines of the Association;
  2. identify any different activities, secondary and instrumental to be realized;
  3. deliberate on the budget final balance and any estimate;
  4. elect the members of the Board of Directors, determining the number, and the eventual Body of control;
  5. decide on responsibilities of the members of the corporate bodies and promotes liability action in their comparisons;
  6. deliberate on the appeal of the aspiring shareholder regarding the non-acceptance of his request for admission, pursuant to Article. 5 the present Charter;
  7. deliberate on the appeal on the provision for the exclusion of the member concerned, pursuant to Article. 7 the present Charter;
  8. deliberate on each other subject that the Board of Directors will want to submit to it.

The Assembly it also has the task of:

  1. deliberate on changes of the Association's statute;
  2. deliberate on the dissolution, the transformation, the merger or demerger of the Association itself.

5. Shareholders' resolutions taken in accordance with the law and this Statute oblige all Associates.

Art. 10 Convening of the Assembly of Associates

1. The Assembly is composed of all members and must be convened by the President, at least once the year, by 30 April, for the approval of the financial statements and whenever the Board of Directors deems it necessary. It must also be convened whenever at least one tenth of the members make a justified request; in this case the President must call the meeting by 10 days from receipt of the request and the Assembly must be held within 20 days from the convocation.

2. The convening of the Assembly must be made by written communication also in electronic to be sent at least 10 days before the date set for meeting, or by other means suitable to ensure the occurrence with certainty delivery within the aforementioned term.

The notice It must contain the day, the place and time for the first and the second call, and a list of items to be discussed.

Art. 11 Validity of the Assembly

1. The Assembly is chaired by President of the Association; in his absence, the Assembly is chaired by the Vice President; in the absence of both, the Assembly appoints its own president.

2. It is up to the President of the Assembly to ascertain the regularity of the proxies and in general the right to speak at the Assembly.

3. The Assembly is validly constituted on first call when at least the half plus one of the associates. On second call, the Assembly is valid constituted whatever the number of members attending or represented.

4. The resolutions of the Assembly are valid when they are approved by a majority of votes. Abstentions are not taken into account in the counting of votes. For resolutions regarding the statutory changes of the Association, the presence is required of the majority of the members and the favorable vote of at least two thirds of the participants in person and by proxy. The transformation, the merger, there split or dissolution of the Association is adopted by majorities envisaged for amendments to the statute.

5. The resolutions of the Assembly must be recorded in the minutes signed by the President of the Assembly and by Secretary. Each member has the right to consult the minutes of the meetings drawn up.

Art. 12 Appointment and composition of the Board of Directors

1. The Board of Directors is the body executive of the Association.

2. The Board of Directors is elected by the Assembly of Associates. It consists of a minimum of three ad a maximum of nine members, chosen for the majority among natural persons associated or indicated by any associated legal entities.

3. The members of the Council Board of Directors remain in office for three years and can be re-elected.

If one or more are missing members, the Board of Directors replaces them by appointing them in their place the member or associates who followed in the last assembly election in the ranking of the vote. In any case, the new directors expire together with those who are in office at the time of their appointment. If they come to lack of councilors in more than half number, the President must convene the assembly for new elections.

4. The Board of Directors elects the President and the Vice President and assigns the offices of Secretary and Treasurer, also choosing the latter among their members. If applicable, with the exclusion of the legal representation, They may be allocated up to two tasks to a one person.

Art. 13 Convocation and validity of the Board of Directors

1. The Board of Directors is convened by the President whenever necessary e, anyway, at least one time for each financial year to deliberate on the final balance e any estimate to be submitted for approval by the Assembly of associates, or upon reasoned request of at least two of its members.

2. The convocation is made by written communication also in electronic format to be sent at least 5 days before the date fixed for the meeting. The notice must contain the day, the place and time, and a list of items to be discussed.

3. The Board of Directors is chaired by the President, or, in his absence, by the Vice President, or, both are absent, by the oldest member of age. The functions of secretary are carried out by the Secretary of the Association or in cases of his absence or impediment of a person designated by the person chairing the meeting.

4. Board meetings are validly constituted when the majority of its members take part. The Board resolutions are adopted with the favorable vote of majority of those present and the same must result from the minutes of the meeting, signed by the President and the Secretary. Each associate has right to consult the minutes of the meetings drawn up.

Art. 14 Attributions of the Board of Directors

1. It is up to the Board of Directors the implementation of the general directives established by the Assembly and promotion, under those directives, of any initiative aimed at achieving of the Association's purposes.

2. It is up to the Board of Directors Moreover:

  1. elect the President and the Vice President;
  2. assign among its components the offices of Secretary and Treasurer;
  3. administer resources economic aspects of the Association and its assets, with each broader power to the about;
  4. predispose, at the end of each financial year, the final budget and any budget the next exercise, to be submitted for approval to the;
  5. if it deems it appropriate draw up a specific internal regulation which, conforming to the rules of this Statute, will have to regulate the specific and organizational aspects of the life of the Association. This regulation must be submitted for approval by the Assembly which will deliberate with ordinary majorities;
  6. call meetings, conferences, etc.;
  7. deliberate on all ordinary acts and extraordinary administration of the Association as well as identifying the any different activities, secondary and instrumental to be realized;
  8. approve accession of the Association to other similar institutions;
  9. to decide on admission, the forfeiture and exclusion of members;
  10. deliberate, in case of special needs, to hire employees or make use of of self-employment, also by resorting to its second associates the provisions of art. 36 of Legislative Decree. n. 117/2017;
  11. to propose to the Assembly the conferral of honors and / or honorific offices to associates or third parties who have acquired particular merits in the activities of the Association; to non-associates for whom it is having deliberated such conferment, the rights referred to in art. 6, comma 3;
  12. set up operational offices, appointing the relative manager / s, with a power of revocation.

Art. 15 The President

1. The President is the legal representative of the Association vis-à-vis third parties, Also in court. He is also President of the Assembly and of the Board of Directors.

2. The President is elected by Board of Directors within it, he remains in office for three years and can be re-elected.

3. He convenes and presides the Assembly and the Board of Directors.

4. The President in particular:

  1. It ensures the execution of deliberations of the Assembly and the Executive Council;
  2. is delegated to carry out all acts of ordinary administration of the Association and in particular open bank and postal current accounts and operate on them; make ordinary financial and banking; perform receipts of any kind from any office, body, natural or legal person, issuing receipts; make payments of any kind, including the payment of salaries and salaries to employees.

For banking and financial operations the Board of Directors may request it joint signature of another member of the Board.

5. The President is responsible for the maintaining relations with the entities and institutions present in the territory.

6. In case of urgency can to adopt, also, provisions of competence of the Board of Directors, with the obligation to report to the same at the first subsequent meeting.

7. The Vice President replaces the President in case of his absence or impediment, in all functions allo attributed himself.

Art. 16 The Secretary and Treasurer

1. The Secretary and the Treasurer assist the President in carrying out his duties.

2. The Secretary is responsible:

  1. the preparation of the minutes of the sessions of the Assembly and the Board of Directors.
  2. timeliness of care convocations of the Assembly and the Executive Council;
  3. the drafting of the minutes as well as the shareholders' register and the register of associates who provide Volunteering.

3. The Treasurer has the task of:

  1. keep and update books accounting;
  2. establish the budget Association.

Art. 17 Organ of Control

1. The Supervisory Body, also monochrome, is appointed if the Assembly deems it appropriate or by obligation regulatory, pursuant to art. 30, comma 2 of the D.. Lgs. n. 117/2017.

Self the Body is collegial and consists of three effective members and two alternates. is they remain in office for three years. They are re-eligible and can be chosen in whole or in part between people outside the Association having regard to their expertise. At least one full member and one alternate member must be chosen among the statutory auditors registered in the appropriate register.

The Organ of control elects an internal Chairman.

2. The Supervisory Body:

• monitors on compliance with the law, of the articles of association and compliance with the principles of correctness administration;

• monitors on the adequacy of the organizational structure, administrative and accounting and on its concrete functioning;

• exercises tasks of monitoring compliance with civic purposes, solidarity and of social utility.

2. The member of the Supervisory Body may at any time carry out inspection and control acts e, a tal fine, may ask the administrators for information on the progress of operations social or on certain business.

3. It can also exercise, upon exceeding the limits set out in art. 31, comma 1 of the D.. Lgs n. 117/2017, the statutory audit. In this case, the Supervisory Body is consisting of statutory auditors registered in the appropriate register.

Art. 18 Books social

The Association must hold, by the Board of Directors, the following books:

  • book of associates;
  • register of volunteers, that they carry out their activity on a non-occasional basis;
  • book of meetings and resolutions of the Assembly;
  • book of meetings and resolutions of the Board of Directors.

The book of meetings and resolutions of any other bodies associative are required by the body to which they refer.

Art. 19 Resources economic

1. The income of the Association are constituted, in compliance with the limits set by Legislative Decree. n. 117/2017, gives:

– membership fees and contributions from members;

– donations by associates and third parties;

– donations and testamentary bequests;

– income from fundraising activities;

– contributions and contributions made by public administrations, included reimbursements or income deriving from the provision of services carried out under the agreement;

– contributions from public bodies of international law;

– property rents;

– proceeds from the sale of goods and services to associates and third parties;

– income from different activities, carried out in secondary and instrumental mode ai pursuant to art. 6 of Legislative Decree. n. 117/2017;

– sponsorships.

2. It is forbidden to distribute, also indirectly, profits or operating surpluses as well as funds, reserves or capital or management surpluses, to founders, Associates, workers and collaborators, directors and other members of the corporate bodies, even in the case of withdrawal or any other hypothesis of individual dissolution of the relationship associative.

3. The heritage of the Association, including any revenues, proceeds, enter anyway denominated is used for carrying out the statutory activity for the purposes of the exclusive pursuit of civic purposes, solidarity and utility social.

Art. 20 Exercise financial

1. The financial year has starts on January 1st and closes on 31 December each year.

2. At the end of each financial year financial, the Board of Directors draws up the balance sheet and the eventual preventive care that will have to deposit at the registered office, available the associates, ten days before the date set for the Assembly ordinary annual, together with the auditors' report, if appointed.

3. The balance sheet must show the goods, contributions and bequests received. Any profits or surpluses of management, as well as the equity components achieved with them, not they may not be distributed even indirectly, but they will have to be devolved in business, plants and capital increases aimed at achievement of the aims of the Association.

Art. 21 Transformation, merger, split, dissolution or termination

1. The transformation, the merger, the split, the dissolution or termination of the Association is deliberated by the Assembly, according to the methods indicated in art. 11 comma 4 of the present Statute.

2. The Assembly will be required, I know about the case, appoint one or more liquidators, choosing them preferably among the associates.

3. In case of dissolution of the Association, all the economic resources that remain afterwards the exhaustion of the liquidation cannot be divided among the members, but they will be donated to another third sector body, subject to a positive opinion of the Office referred to in art. 45 comma 1 of the D.. Lgs. n. 117/2017 when set up.

Art. 22 General provisions

For anything not provided for in this Statute, give it any internal regulations and the resolutions of the association bodies, the provisions of the Legislative Decree apply 3 July 2017, n. 117 (Third sector code) e, as compatible, to the rules of the Code Civil.