Statute

Art. 1 — Name and registered office

1.1 Pursuant to Legislative Decree 117 of 2017 (hereinafter the «Third Sector Code») and to the provisions of the Italian Civil Code on associations, an unincorporated association is hereby established under the name Pro Loco di Preore, hereinafter also referred to as the «Association».

1.2 The Association has its registered office in Preore, via Filippo Serafini, in the municipality of Tre Ville.

1.3 A change of registered office does not constitute an amendment to the statute if it takes place within the same municipality; in that case the decision to relocate is taken by the Board of Directors.

1.4 The Association is established for an unlimited duration.

Art. 2 — Use of the acronym «APS» or of the words «social promotion association» in the name

2.1 From the date on which the Single National Register of Third Sector Entities (RUNTS) is established, and once the Association has been entered in the relevant section of that register, the acronym «APS» or the words «associazione di promozione sociale» (social promotion association) must be included in the name of the Association. From the moment of entry in the RUNTS the name of the Association therefore becomes «Pro Loco di Preore APS» or «Pro Loco di Preore associazione di promozione sociale».

2.2 From that moment the Association must use the words «social promotion association» or the acronym «APS» in its deeds, its correspondence and its communications to the public.

2.3 Until the Single National Register of Third Sector Entities (RUNTS) is established, the acronym «APS» or the words «social promotion association» may nevertheless be included in the name of the Association provided that it is entered in one of the regional or provincial registers provided for by Law 383 of 2000.

Art. 3 — Aims and purposes

3.1 The Association is not run for profit and undertakes to carry out activities of general interest in the field of tourism, for the benefit of its members, their families and third parties, with full respect for the freedom and dignity of its members.

3.2 The Association pursues civic, solidarity-based and socially useful purposes directed at the common good and at raising the levels of active citizenship, social cohesion and social protection; it also promotes the enhancement of the local area, its resources and its produce, as described in article 4 of this statute.

3.3 Any political, trade-union, professional or trade-related purpose is excluded, as is any purpose limited to protecting the economic interests of the members.

3.4 In order to achieve the aims set out above, and in order to protect the interests of the community as a whole, the Association undertakes, in the manner and within the limits permitted by law, to establish and maintain an ongoing dialogue with the relevant municipal administration.

Art. 4 — Activities and the role of voluntary work

4.1 The Association pursues its aims by carrying out the following activities of general interest:

1. safeguarding and improving the condition of the environment;
2. measures to protect and enhance cultural heritage and the landscape;
3. the organisation and running of cultural, artistic or recreational activities of social interest;
4. the organisation and running of tourism activities of social, cultural or religious interest;
5. the organisation and running of amateur sports activities.

4.2 The Association carries out its activities of general interest mainly through the voluntary work of its own members or of the individuals belonging to member entities.

4.3 The Association is committed to organising, promoting and coordinating initiatives and events of touristic, recreational, sporting and cultural interest, including those aimed at improving the appearance of the village.

4.4 The Association carries out awareness-raising work intended to develop a culture of hospitality and respect for the environment.

4.5 Under article 6 of the Third Sector Code the Association may also carry out activities other than those of general interest, provided that they are secondary and instrumental and are carried out in accordance with the criteria and limits laid down by that Code and by its implementing provisions.

4.6 The Association may also carry out public fundraising in order to finance its activities of general interest, in the forms, on the conditions and within the limits set out in article 7 of the Third Sector Code and its subsequent implementing measures.

Art. 5 — Territorial scope and partnerships

5.1 The Association carries out its activities in the municipality of Tre Ville, in the village of Preore.

5.2 The Association may join other organisations whose aims are compatible with and consistent with its own purposes.

Art. 6 — Admission of members and membership status

6.1 Other third sector entities or other non-profit entities may also be admitted as members, provided that their number does not exceed 50% (fifty per cent) of the number of social promotion associations.

6.2 Legal entities are represented by their own President or by another person delegated by the Board of Directors.

6.3 An application for new membership of the Association is submitted in writing to the Board of Directors, which decides on the application within 90 days of its submission and notifies the applicant in writing within the following 30 days.

6.4 The applicant acquires the status of member from the moment the decision to admit them is adopted.

6.5 Any refusal must state its reasons and be notified in writing to the applicant no later than 30 (thirty) days from the date of the decision. The applicant may appeal against it to the ordinary assembly no later than 30 (thirty) days from receipt of the notification, by means of a specific request sent to the Board of Directors by registered post, certified email (PEC) or any other means capable of proving receipt; the ordinary assembly must be held within 90 days of the date on which the request is received. The appellant must be guaranteed the right to be heard at the assembly.

6.6 The Board of Directors sets the deadlines by which members must pay (in the case of a new member) or renew (in the case of an existing member) the membership fee.

6.7 Membership of the Association is for an indefinite period and cannot be granted on a temporary basis, without prejudice in any event to the right of withdrawal. Temporary participation in the life of the Association is therefore expressly excluded.

6.8 No restrictions based on financial means and no discrimination of any kind are permitted in relation to the admission of members, and the membership fee may not be transferred on any basis.

Art. 7 — Loss of membership

Membership is lost for the following reasons:

7.1 voluntary withdrawal: every member has the right to withdraw from membership at any time, upon written notice to the Board of Directors;

7.2 lapse: members lose their membership if they fail to pay the fee within the deadlines set out in article 6.6;

7.3 expulsion: the Board of Directors decides on the expulsion of a member in cases of conduct considered harmful, discreditable or damaging to the purposes, the work or the reputation of the Association, and in cases of persistent breach of the obligations under the statute.

7.4 An appeal against a decision to expel a member, which must state its reasons and be notified, may be brought before the next available ordinary assembly. Before expulsion is carried out, the allegations against the member must be put to them in writing, allowing them the opportunity to reply.

7.5 For the purposes of the appeal, the member concerned by the expulsion decision is deemed suspended until the date on which the assembly is convened. They may attend the meetings of the assembly without the right to vote.

7.6 A member who withdraws or is expelled is not entitled to the return of membership fees already paid.

Art. 8 — Rights and duties of members

8.1 There is no difference in treatment between members as regards their rights and duties towards the Association.

8.2 Every member has the right to take an active part in the life of the Association and in its initiatives, contributing to the achievement of the purposes set out in article 3; to attend the assembly with the right to speak and to vote, including the right to vote and to stand for election; to be informed of all the Association’s activities; and to inspect all decisions adopted and all documentation relating to the running of the Association, with the possibility of obtaining copies at their own expense (in order to exercise that right the member must submit an express request for inspection to the Board of Directors, which shall respond within a maximum of 15 (fifteen) days; the inspection takes place at the Association’s registered office in the presence of a person designated by the Board of Directors). In particular, every member of full age has the right to vote on the approval of and amendments to the statute and to the internal regulations, and on the appointment of the Association’s governing bodies. A member has the right to withdraw from the Association at any time.

8.3 Members undertake to pay the membership fee in the amount set by the assembly, and to comply with the statute, with any internal regulations and with the decisions lawfully adopted by the governing bodies.

Art. 9 — Governing bodies

9.1 The bodies of the Pro Loco are:

1. the members’ assembly;
2. the Board of Directors;
3. the supervisory body, which must be appointed once the conditions set out in article 30 of the Third Sector Code are met;
4. the audit body, which must be appointed once the conditions set out in article 31 of the Third Sector Code are met.

Note: the original document goes from clause 9.1 to clause 9.3, with no clause 9.2.

9.3 All offices in the Association are elected and unpaid, save for the right to reimbursement of out-of-pocket expenses actually incurred by reason of the office held. The free eligibility of the governing bodies is therefore guaranteed.

Art. 10 — Members’ assembly: how it is convened

10.1 The members’ assembly is the sovereign body of the Association and consists of all members who are up to date with payment of the annual membership fee. The assembly may be held in ordinary or extraordinary session.

10.2 The ordinary assembly is convened by the President of the Association at least once a year to approve the financial statement, and whenever a majority of the Board of Directors considers it appropriate, or when a written and reasoned request is made by at least one tenth of the members. In the latter case the assembly must be convened within 10 (ten) days of the date of the request.

10.3 The extraordinary assembly is convened by the President of the Association whenever a majority of the Board of Directors considers it appropriate, or when a written and reasoned request is made by at least one tenth of the members. In the latter case the assembly must be convened within 10 (ten) days of the date of the request.

10.4 Members are entitled to take part in the decisions of the assembly according to the democratic principle of «one person, one vote». Members may attend the assembly by written proxy given to another member. Each member may represent a maximum of 1 (one) other member at the assembly.

10.5 The assembly is convened by written notice sent by ordinary post, registered post, ordinary email or certified email (PEC), SMS or WhatsApp, to be sent at least 10 days before the meeting to all members, including those suspended or expelled pending a final decision, stating the place, the time and the items on the agenda.

10.6 In the absence of formal notice, or where the notice period has not been observed, meetings attended by all members in person or by proxy are nevertheless valid.

10.7 The assembly may also be convened by posting notice on the noticeboard of the Pro Loco and of the local municipality at least 10 days before the meeting.

10.8 The notice convening the assembly is signed by the President.

Art. 11 — Ordinary assembly: powers

The ordinary assembly decides on:

11.1 approval of the statement of income and expenditure prepared by the Board of Directors;

11.2 approval of the programme of activities;

11.3 the election of the officers of the Association;

11.4 membership of other organisations;

11.5 discussion and approval of any regulations drawn up by the Board of Directors for the running of the Association;

11.6 appeals against decisions refusing admission to, or expelling a member from, the Association;

11.7 discussion of all items on the agenda;

11.8 the liability of the members of the governing bodies under article 28 of the Third Sector Code, bringing liability proceedings against them.

Art. 12 — Ordinary assembly: quorum and decisions

12.1 The assembly is validly constituted, at the first call, when half of the members plus one are present and, at the second call, with any number of members present.

12.2 The second call must be held at least 24 (twenty-four) hours after the first.

12.3 The assembly is chaired by the President, by the Vice-President, or by another member designated at the meeting; the assembly appoints a secretary to take the minutes and, in the case of elections, 2 or more scrutineers.

12.4 The assembly decides, at both the first and the second call, by a majority of the votes of the members present.

12.5 Voting is normally by open ballot, or by secret ballot when at least one tenth of those present so request.

12.6 Minutes of both ordinary and extraordinary assemblies are drawn up and kept, signed by the person chairing the assembly and by the secretary taking the minutes. Where governing bodies are elected, the minutes must also be signed by the scrutineers.

Art. 13 — Extraordinary assembly: quorum and voting

The extraordinary assembly decides on the following matters:

13.1 amendment of the statute;

13.2 dissolution of the Association.

13.3 An extraordinary assembly to amend the statute is validly constituted at the first call when two thirds of the members are present, and at the second call when at least half of the members are present. The resulting decisions are adopted by a majority of those present.

13.4 An extraordinary assembly to dissolve the Association is validly constituted at a single call when at least two thirds of the members are present. The resulting decisions are adopted by a majority of those present.

Art. 14 — Board of Directors: composition, powers and operation

14.1 The Board of Directors consists of between [a figure not legible in the scan] and 8 (eight) members, elected by the assembly from among the members of the Association.

14.2 The Board of Directors holds office for 4 (four) years and its members may be re-elected. Directors may be removed by the assembly, by the majorities required for the ordinary assembly.

14.3 The President and the Vice-President are appointed by the Board of Directors from among its own members.

14.4 Offices in the Association are held on an unpaid basis, save for the reimbursement of documented expenses authorised in advance.

14.5 The Board of Directors meets whenever the President, or in the President’s absence the Vice-President, considers it necessary or appropriate, or when a majority of its members so request.

14.6 The Board of Directors is lawfully constituted when a majority of its members are present. It takes decisions with at least half of its members present and by a majority of the votes of those present. Voting is by open ballot, except in the case of appointments or of matters otherwise concerning individuals. Decisions must be recorded in the relevant minutes, drawn up by the Secretary and signed by the Secretary and the President, and kept on file in the Minute Book of the Board of Directors.

14.7 In implementing the policies and decisions of the assembly, the Board of Directors is responsible for:

1. preparing the budget and the final accounts to be submitted for approval to the assembly, together with the report of the audit body;
2. the admission and expulsion of members;
3. proposing the amount of the membership fees to the assembly;
4. the purchase or disposal of movable property;
5. entering into assets and liabilities or taking out loans;
6. drawing up and approving any internal regulations, to be submitted to the assembly for approval;
7. any other act of ordinary or extraordinary administration for the achievement of the Association’s purposes, save for matters reserved to the assembly by law or by this statute;
8. deciding whether to carry out other activities and documenting their secondary and instrumental character in relation to the activities of general interest.

14.8 Where, through resignation or for any other reason, one or more directors leave office before the end of their term, the Board of Directors fills the vacancy by appointing the first of the unelected candidates from the most recent election of officers. If that person is unable or unwilling to serve, the Board appoints the second, then the third, and so on until the list of unelected candidates is exhausted. Directors appointed in this way, who must in any event be members up to date with payment of the membership fee, remain in office until the next available ordinary assembly, which must decide whether to confirm them. If confirmed, they remain in office until the end of the term of the current Board of Directors. If they are not confirmed, or if the list of unelected candidates is exhausted, the Board of Directors must be brought back up to strength through a new election at the next available ordinary assembly. Directors appointed in this way, who must in any event be members up to date with payment of the membership fee, remain in office until the end of the term of the current Board of Directors. In the event of a tie, the office of director is assigned by drawing lots.

14.9 If resignations are submitted by at least half of the members of the Board (where their number is even) or by a majority (where it is odd), the entire Board of Directors is deemed to have resigned. Should that occur, the President or, if the President is unable to act, the Vice-President or, failing that, the longest-serving director, must convene the assembly within 30 (thirty) days of the date of the resignations, and the assembly shall hold new elections. Until the new directors are elected, the outgoing directors remain in office for the purposes of ordinary administration.

Art. 15 — President

15.1 The President of the Association is appointed from within the Board of Directors, holds office for 4 years and may be re-elected. The President may be removed only by a decision of the Board of Directors, by the same majorities as are required for the appointment.

15.2 The President performs the following functions:

15.3 acts as legal representative of the Association vis-à-vis third parties and in legal proceedings;

15.4 convenes and chairs the assembly and the Board of Directors;

15.5 concludes and signs contracts and agreements, subject to authorisation by the other competent bodies;

15.6 gives effect to the decisions taken by the competent bodies;

15.7 in cases of urgency and necessity, adopts measures falling within the competence of the Board of Directors, to be submitted to the Board for ratification at its next meeting;

15.8 is replaced in all functions by the Vice-President in the event of absence or inability to act.

Art. 16 — Secretary

16.1 The Board of Directors appoints a Secretary, who may also be chosen from outside its own members or from outside the membership of the Association. Where the Secretary is not a member of the Board, they attend meetings of the Board of Directors without the right to vote.

16.2 The Secretary draws up the minutes of the Board of Directors and of the assembly, signs those documents together with the President and maintains the Association’s books, in addition to carrying out the duties delegated to them by the Board of Directors or by the President.

16.3 The Secretary ensures the proper administrative functioning of the Association.

16.4 The Secretary holds office for the term of the Board of Directors that appointed them and may be reappointed.

Art. 17 — Supervisory body

17.1 The supervisory body, where appointed, consists of 3 (three) members elected by the assembly, who need not be members of the Association.

17.2 The supervisory body holds office for 4 (four) years and its members may be re-elected.

17.3 It appoints a Chair from among its own members.

17.4 The supervisory body draws up minutes of its meetings, which are then transcribed into the dedicated book of meetings and decisions of that body, kept at the Association’s registered office.

17.5 Where, through resignation or for any other reason, one or more members of the supervisory body leave office before the end of their term, they are replaced by means of a new election by the assembly.

17.6 The members of the supervisory body, to whom article 2399 of the Italian Civil Code applies, must be independent and must perform their functions objectively and impartially. They may not hold any other office within the Association.

Art. 18 — Powers of the supervisory body

18.1 It is the task of the supervisory body to:

1. monitor compliance with the law and with the statute, and observance of the principles of sound administration;
2. monitor the adequacy of the Association’s organisational, administrative and accounting arrangements and their practical operation;
3. carry out accounting control;
4. monitor compliance with the civic, solidarity-based and socially useful purposes, having particular regard to the provisions of articles 5, 6, 7 and 8 of the Third Sector Code;
5. certify that any social report has been drawn up in accordance with the ministerial guidelines referred to in article 14 of that Code — any social report shall record the outcome of that monitoring;
6. attend, without the right to vote, meetings of the Board of Directors and of the assembly, to which it presents its annual report on the financial statements.

18.2 In the cases provided for in article 31(1) of the Third Sector Code, the supervisory body may also carry out the statutory audit of the accounts.

18.3 The supervisory body has the right of access to the Association’s documentation relevant to the performance of its mandate. It may at any time carry out inspections and checks and, to that end, may ask the directors for information on the progress of the Association’s operations or on specific matters.

Art. 19 — Audit body

19.1 The audit body, where appointed, consists of a single member elected by the assembly, who need not be a member of the Association. The member of the audit body must be entered in the register of statutory auditors.

19.2 The audit body holds office for 4 (four) years and its member may be re-elected.

19.3 The audit body is responsible for carrying out the statutory audit of the accounts.

19.4 It draws up minutes of its work, which are then transcribed into the dedicated book of meetings and decisions of that body, kept at the Association’s registered office.

19.5 Where, through resignation or for any other reason, the member of the audit body leaves office before the end of their term, they are replaced by means of a new election by the assembly.

19.6 The member of the audit body must be independent and must perform their functions objectively and impartially, and may not hold any other office within the Association.

Art. 20 — Liability of the governing bodies

20.1 In addition to the Association itself, the persons who have acted in the name and on behalf of the Association are also personally and jointly liable for the obligations entered into by the Association.

20.2 The directors and the members of the supervisory body and of the audit body (where appointed) are liable towards the entity, its creditors, its founders, its members and third parties in accordance with the provisions on liability applicable to public limited companies, in so far as they are compatible.

Art. 21 — Financial resources

21.1 The income of the Association may derive from:

1. membership fees;
2. public and private contributions;
3. donations and testamentary bequests;
4. income from assets;
5. fundraising activities;
6. reimbursements under agreements with public authorities;
7. proceeds from activities of general interest and from other activities under article 6 of the Third Sector Code;
8. any other income permitted under the Third Sector Code and other applicable legislation.

21.2 Any distribution, whether direct or indirect, of profits and operating surpluses, funds and reserves however designated, to founders, members, employees and collaborators, directors and other members of the governing bodies is prohibited, including in the event of withdrawal or of any other individual termination of membership.

21.3 The assets of the Association are used to carry out the activities set out in the statute, for the exclusive pursuit of civic, solidarity-based and socially useful purposes.

Art. 22 — Statement of income and expenditure

22.1 The financial year coincides with the calendar year.

22.2 The Board of Directors prepares the draft annual accounts to be submitted to the assembly for approval within the time limits laid down by law. The members’ assembly approves the plan of activities and the final accounts for the previous year at the beginning of the year and in any event within 120 days of the end of the financial year.

22.3 The annual accounts or financial statement must be lodged at the Association’s registered office in the 10 days before the assembly and may be inspected by any member on written request.

Art. 23 — Dissolution

The Association is dissolved:

23.1 when its purpose has been achieved or has become impossible to achieve;

23.2 when it no longer has any members;

23.3 when it proves impossible to ensure its normal functioning, including where it proves impossible to reconstitute the governing bodies.

23.4 The dissolution of the Association is decided by the extraordinary assembly with the favourable vote of at least 3/4 (three quarters) of the members, at both the first and the second call.

23.5 The assembly that decides on dissolution also appoints one or more liquidators and decides on the destination of the remaining assets, which must be transferred, subject to the favourable opinion of the Office referred to in article 45(1) of the Third Sector Code and unless a different destination is required by law, to other third sector entities or, failing that, to the Fondazione Italia Sociale, in accordance with article 9 of the Third Sector Code.

Art. 24 — Applicable law

For anything not expressly provided for in this statute, the Third Sector Code and its implementing provisions apply, together with the Italian Civil Code and its implementing provisions, in so far as they are compatible.