VOLUNTEER ORGANIZATION REGISTERED WITH RUNTS - TAX CODE - 95147100101
REGISTERED OFFICE, VIA DEGLI ARCHI 39 R 16121 - GENOA - TEL +39 3286087976
info@onlusaurora.org - info@pec.onlusaurora.org
STATUTE
ART. 1 - Name and Registered Office
Pursuant to Legislative Decree 117/2017, the civil code and relevant regulations, the Third Sector Entity named "L’Aurora", Volunteer Organization (OdV), is established, which adopts the legal form of an association.
As a result of registration in the National Single Register of the Third Sector (ETS), section for volunteer organizations, established pursuant to Legislative Decree 117/2017, the Entity, hereinafter referred to as the "organization", will use the acronym "OdV" or "Volunteer Organization" in its name and in any sign or communication addressed to the public.
The organization has its registered office in the municipality of Genoa. The transfer of the registered office within the same municipality may be decided by the administrative body and does not entail an amendment to the bylaws, but requires notification to the competent offices.
ART. 2 - Purposes and Activities
The Aurora Association is apolitical and non-partisan and will adhere exclusively to a democratic structure,
and to the electivity of the positions, operates without profit-making purposes and relies on voluntary personal services
and free of charge by its members who intend to operate in the field of solidarity, of volunteering
national and international and development cooperation;
The organization pursues, without profit, civic, solidarity, and social utility purposes
through the exclusive or principal exercise of the following activities of general interest pursuant to art. 5 of Legislative Decree 117/2017:
1. Organize and manage activities of social, cultural, artistic, touristic or recreational interest, including activities, also editorial, for the promotion and dissemination of culture, the practice of volunteering and activities of general interest
2. Carry out development cooperation activities, pursuant to Law August 11, 2014, no. 125, and subsequent amendments;
3. Carry out charitable activities, free transfer of food or products referred to in Law 19 August 2016, no. 166, and subsequent amendments, or provision of money, remote support, provide goods or services to support disadvantaged people or activities of general interest;
4. Promote the culture of legality, peace among peoples, nonviolence, and unarmed defense;
5. Promote the protection of human, civil, social, and political rights, as well as the rights of consumers and users of activities of general interest, promotion of equal opportunities and initiatives of mutual aid, including time banks referred to in Article 27 of Law 8 March 2000, No. 53, and solidarity purchasing groups referred to in Article 1, paragraph 266, of Law 24 December 2007, No. 244;
6. Redevelop unused public assets or assets confiscated from organized crime to be used for associative purposes
7. In particular, the Association aims to:
· Collect school and healthcare tools and equipment, as well as medicines, consumables, work equipment, agricultural equipment, construction equipment, products and materials of all kinds and sectors, aimed at supporting and contributing to the development of sub-Saharan African countries or intervening in precarious situations at national and international level.
· Establish one or more collection centers in the national territory or abroad and manage the logistics of the collected material for the association and for any other associations that may need it, organize the reception of materials destined for developing countries and store them in its own warehouses, or in third-party warehouses in collaboration with the Aurora association, organize shipments and handle customs procedures, as well as all procedures necessary for sending materials intended for national and international donations.
· Organize and manage service, support, and consulting activities, enter into agreements and request funding and/or contributions and funds for its own projects and those in cooperation with other associations from banks or public and private entities
· Provide consultancy and/or assistance thanks to the expertise of its members or with the involvement of qualified personnel
· Set up a help desk, including remotely, for resolving common problems
· Develop projects to be submitted to public bodies, private entities, or individuals for sponsorships or funding, and make use of external support from organizations and/or associations to carry out projects, also by establishing local partners or through the direct and independent involvement of the members of the Aurora association.
· Act independently or in collaboration with other associations for the construction or reconstruction of schools, kindergartens, wells, basic sanitation facilities, social housing, health centers, hospitals, for the strengthening and technological innovation of healthcare facilities in Africa, manage and develop agricultural projects, worker cooperatives, and organize the employment integration of people in the countries where the association operates.
· organize extracurricular training, aimed at preventing school dropout and promoting academic and educational success in different fields and sectors, preventing bullying and combating educational poverty, protecting minors, combating phenomena related to human trafficking and environmental crimes.
ART. 3 – Other activities
The organization may carry out, pursuant to Article 6 of Legislative Decree 117/2017, activities other than those of general interest referred to in the previous article, provided that they are secondary and instrumental to the activities of general interest, and are carried out according to the criteria and limits defined by the implementing decrees of Legislative Decree 117/2017 and the applicable regulations.
ART. 4 - Allocation of assets and prohibition of profit distribution
The organization excludes any profit-making purpose, whether direct or indirect, pursuant to art. 8 of Legislative Decree 117/2017.
The assets, including any revenues, income, proceeds, or income by any name, are used for carrying out the statutory activity for the exclusive pursuit of civic, solidarity, and social utility purposes.
The distribution, even indirectly, of profits or operating surpluses as well as funds, reserves, or capital, however named, during the life of the organization, to founders, members, workers and collaborators, administrators, and other members of the corporate bodies, is prohibited, even in the event of withdrawal or any other case of individual dissolution of the associative relationship.
ART. 5 – Members, admission and exclusion procedures
The organization is open in nature.
The members are natural persons and volunteer organizations pursuant to Legislative Decree 117/17 who recognize themselves in this statute and apply for membership to the administrative body, which decides on the matter at the first available meeting.
It is permitted to admit as members other Third Sector entities or non-profit organizations, provided that their number does not exceed fifty percent of the number of volunteer organizations and in any case falls within the limits set by Legislative Decree 117/2017.
Admission is decided by the administrative body upon application by the interested party. The decision is communicated to the interested party and recorded in the register of members. Registration takes effect from the date of the resolution of the Administrative Body.
The administrative body must, within sixty days, provide reasons for the decision to reject the application for admission and communicate it to the interested parties. The applicant may, within sixty days from the communication of the rejection decision, request that the assembly rule on the application, which will decide at the next meeting.
Members cease to belong to the organization due to:
voluntary resignations submitted in writing to the administrative body;
failure to pay the membership fee;
death (in the case of a natural person) or cessation of activities or loss of legal requirements (in the case of a legal entity);
deliberate exclusion by the Assembly for serious reasons such as violation of the duties established by the statute.
ART. 6 - Rights and obligations of members
The members have equal rights and equal duties among themselves.
The members of the organization have the right to:
participate in the assemblies and cast their vote, provided they have been registered in the members' register for at least three months;
enjoy full active and passive electoral rights;
be informed about the organization's activities and monitor their progress;
to be reimbursed for the expenses actually incurred and documented for the activity performed, according to the provisions of the corporate bodies and in accordance with the law;
withdraw from membership in the organization
examine the company books, by making a prior written request to the Administrative Body.
The members of the organization have the duty to:
· comply with this statute and any internal regulations;
· comply with the resolutions of the corporate bodies;
· participate in the life of the association and contribute to the proper functioning of the organization and the implementation of statutory activities through their own voluntary commitment;
· pay the membership fee according to the amount established annually;
· not to cause moral or material damage to the organization.
ART. 7 - Associated volunteers and mandatory insurance
In carrying out its activities, the organization mainly relies on the voluntary work of its members and of people belonging to associated entities.
The services provided by volunteers are offered personally, spontaneously, and free of charge, without any profit motive, either direct or indirect, and exclusively for purposes of social solidarity. The activity of the volunteer cannot be remunerated in any way, not even by the beneficiary.
Volunteers can only be reimbursed for expenses actually incurred and documented for the activity performed, within maximum limits and conditions previously established by the organization itself, which in any case must comply with the limits set by Legislative Decree 117/2017.
The status of volunteer is incompatible with any form of subordinate or self-employed work relationship and with any other paid employment relationship with the entity to which the volunteer is associated or through which they carry out their voluntary activity.
The organization must insure volunteers against accidents and illnesses related to the performance of volunteer activities, as well as for civil liability towards third parties pursuant to art. 18 of Legislative Decree 117/17.
The organization is required to register volunteers who carry out their activities on a non-occasional basis in a special register.
ART. 8 - Corporate bodies, gratuity and duration
They are bodies of the organization:
· Members' assembly
· Administrative body
· President
· Supervisory body (if applicable - appointed upon the occurrence of the conditions set out in art. 30 of Legislative Decree 117/2017)
· Auditing Body (if applicable - appointed upon the occurrence of the conditions set out in art. 31 of Legislative Decree 117/2017)
To the members of the corporate bodies, with the exception of those of the Supervisory Body and the Audit Body who possess the requirements referred to in Article 2397, second paragraph, of the Civil Code, no compensation may be attributed, except for the reimbursement of expenses actually incurred and documented for the activity carried out for the purpose of performing the function.
The corporate offices are elective, have a duration of three years, and may be renewed; any replacements made during the three-year period expire at the end of the same three-year period.
ART. 9 - Assembly
The assembly is composed of the members and is the sovereign body. It is chaired by the President of the organization or, in their absence, by the Vice President or by an Assembly President elected by the members from among themselves.
It must be convened at least once a year by the President for the approval of the budget and whenever the President deems it necessary.
It is convened by written notice to be sent at least 8 days before the date set for the meeting, containing the date of the meeting, the time, the place, the agenda, and the possible date of a second call, which cannot take place before 24 hours have passed since the first call. This communication may be made by letter, fax, or e-mail.
The Assembly is also convened at the motivated request of at least one tenth of the members or whenever the administrative body deems it necessary.
Votes are normally open, except for those concerning the appointment or removal of association offices, actions of liability, and in cases where the President deems it appropriate due to the resolution.
All those who have been registered in the members' register for at least three months and are up to date with the payment of the membership fee have the right to vote in the Assembly.
Each member has one vote. Each member may be represented at the meeting by another member, by granting a written proxy, including at the bottom of the notice of meeting. Each member may represent up to a maximum of three members if the organization has fewer than five hundred members, and up to five members if the organization has no fewer than five hundred members.
Minutes of the meetings of the assembly are drawn up, signed by the President and the recording secretary, and kept at the headquarters of the organization.
The Assembly may be ordinary or extraordinary. It is extraordinary when convened for the amendment of the statute, for the dissolution and allocation of assets, or for any possible transformation, merger, or demerger of the organization. It is ordinary in all other cases.
The ordinary assembly is duly constituted on first call with the presence of half plus one of the members and on second call regardless of the number of members present. The assembly resolves by majority vote of those present.
The extraordinary assembly deliberates and amends the association's statute with the presence of at least sixty percent of the members and the favorable vote of the majority of those present, and decides on the dissolution and liquidation as well as the allocation of assets with the favorable vote of at least three quarters of the members.
In resolutions approving the financial statements and those concerning their liability, directors do not have the right to vote.
The Assembly has the following tasks:
· appoints and removes the members of the corporate bodies;
· appoints and removes, when provided for, the person in charge of the statutory audit of the accounts;
· approves the financial statement and, if provided, the social report;
· decides on the liability of the members of the corporate bodies and promotes liability actions against them;
· decides on the exclusion of members;
· resolves on amendments to the articles of incorporation or the bylaws;
· approves the possible regulation of the assembly proceedings;
· resolves the dissolution, transformation, merger or demerger of the organization;
· decides on other matters assigned by law, by the articles of incorporation or by the bylaws to its competence.
ART. 10 - Administrative body
The administrative body is elected by the Assembly and is composed of an odd number of members decided by the Assembly, with a minimum of three and a maximum of fifteen. All administrators are chosen from among the individual members and from among the individuals designated, from their own members, by the associated entities. Article 2382 of the Civil Code applies. The administrators carry out the obligations provided for by art. 26 of Legislative Decree 117/2017.
The administrative body governs the organization and operates in implementation of the will and general guidelines of the assembly, to which it is directly accountable and by which it can be revoked.
The administrative body is validly constituted when the majority of its members are present and resolutions are passed by a majority of those present; in the event of a tie, the President's vote prevails, provided that more than two members are present and voting.
The Board of Directors meets, upon convocation by the president, at least twice a year and whenever deemed necessary or when requested by at least one third of its members. In this second case, the meeting must take place within thirty days of receiving the request.
The notice must be sent in writing, including by e-mail, with at least 8 days' notice, except in cases of exceptional urgency where the notice period may be shorter.
The unjustified absence of a councilor from more than three (3) consecutive meetings results in their immediate automatic removal from office. The replacement of each removed or resigning councilor is carried out by appointing the first unelected candidate or by electing the missing members at the first available Assembly.
The Board of Directors has the following duties:
· elects, from among its members, the president and the vice president;
· manages the organization;
· prepares the financial statements and, if required, the social report, submits them for approval to the assembly, and handles any further obligations required by law;
· implements the work program, promoting and coordinating its activities and authorizing its expenses;
· manages the keeping of the company books under its responsibility;
· decides on the initiation or termination of any employment contracts with staff;
· accepts or rejects the applications of aspiring members;
· is responsible for the obligations related to registration in the Third Sector Register and required by current legislation.
The power of representation granted to the administrators is general. Limitations on the power of representation are not enforceable against third parties unless they are registered in the National Single Register of the Third Sector or unless it is proven that the third parties were aware of them.
ART. 11 - The President
The president of the organization, who is also president of the Assembly and the Administrative Body, is elected by the latter from among its members by majority vote. His term coincides with that of the Body.
The Board of Directors may remove him from office by majority vote if he does not fulfill the duties provided for in this statute.
The president legally represents the organization before third parties and in court. He/she convenes and chairs the meetings of the Assembly (at least once a year) and of the Administrative Body (at least twice a year and in any case whenever necessary). He/she carries out ordinary administration based on the directives of these bodies, reporting to the administrative body on the activities carried out.
Only in case of necessity may urgent measures be taken, submitting them to the Board of Directors for approval at the next meeting and in any case within 30 days.
ART. 12 - Supervisory body
The Assembly appoints a supervisory body only upon the occurrence of the conditions set out in art. 30 of Legislative Decree 117/2017. It may be a single-member body or, alternatively, composed of three regular members and two alternates. Article 2399 of the Civil Code applies to the members of the supervisory body. The members of the supervisory body must be chosen from among the categories of persons referred to in Article 2397, second paragraph, of the Civil Code. In the case of a collegial supervisory body, the aforementioned requirements must be met by at least one of the members. If the Assembly assigns the function of Statutory Audit to the Supervisory Body, all members must be appointed from among those registered in the Register of Statutory Auditors.
The supervisory body:
· supervises compliance with the law, the statute, and adherence to the principles of proper administration, also with reference to the provisions of Legislative Decree 231/2001, where applicable;
· supervises the adequacy of the organizational, administrative and accounting structure and its actual functioning;
· upon exceeding the limits set out in art. 31 of Legislative Decree 117/2017, may carry out, by decision of the Assembly, the statutory audit of accounts;
· carries out tasks of monitoring compliance with civic, solidarity, and social utility purposes, with particular regard to the provisions of Legislative Decree 117/2017.
· certifies that the social report, where prepared in the cases provided for by art. 14 of Legislative Decree 117/17, has been drawn up in accordance with the guidelines referred to in the same article. The social report records the results of the monitoring carried out by the control body.
The supervisory body may at any time carry out inspection and control activities and, for this purpose, may request information from the directors regarding the progress of company operations or specific matters.
ART. 13 - Statutory Audit Body
It is appointed only in the cases provided for by art. 31 of Legislative Decree 117/2017. If appointed, it consists of a statutory auditor or an auditing firm, registered in the appropriate register, unless the function is assigned by the Assembly to the Supervisory Body referred to in the previous article.
ART. 14 - Resources
The organization obtains the economic resources necessary for its operation and the performance of its activities from various sources such as membership fees, public and private contributions, donations and bequests, asset income, fundraising activities, as well as other activities referred to in Article 6 of Legislative Decree 117/17 and any other income permitted under Legislative Decree 117/2017 and current regulations.
The association shall have a dedicated bank account established by the administrative body and registered in the name of the association.
ART. 15 – Financial Statements
The financial year begins on January 1st and ends on December 31st of each year.
The financial statements are prepared in accordance with the provisions of Legislative Decree 117/2017.
The financial statement is prepared by the administrative body and approved by the ordinary assembly within four months of the end of the financial year to which the report refers. After approval by the Assembly, the administrative body proceeds with the filing requirements provided for by Legislative Decree 117/2017.
The administrative body documents the secondary and instrumental nature of the activities referred to in art. 6 of Legislative Decree 117/2017, as appropriate, in the mission report or in a note at the bottom of the cash report or in the explanatory notes to the financial statements.
ART. 16 - Social Report
When the conditions set out in art. 14 of Legislative Decree 117/2017 occur, the organization prepares the social report and carries out all the necessary requirements.
ART. 17 – Mandatory company books
The organization keeps the mandatory corporate books pursuant to Legislative Decree 117/2017.
ART. 18 – Employment relationships
The organization may make use of paid staff within the limits set by articles 16, 17, and 33 of Legislative Decree 117/2017.
ART. 19 - Allocation of assets in case of dissolution
In the event of dissolution or winding up, the residual assets shall be allocated, subject to the positive opinion of the Office referred to in Article 45 of Legislative Decree 117/2017 and unless otherwise required by law, to other Third Sector entities, according to the provisions of the assembly.
ART. 20 - Statute
The association is governed by this statute, and operates within the limits of Legislative Decree 3 July 2017 no. 117, the related implementing regulations, and the current legislation.
The assembly may resolve on the possible implementing regulation of the statute for the discipline of more specific organizational aspects.
ART. 21 - (Final provisions)
For matters not provided for in this statute, reference shall be made to the applicable regulations in force.