ASSOCIAZIONE OPERA ITALIA

The Statute

Attachment “A” of Inventory n. 69.401 Collection n.39.720 “OPERA ITALIA” Association’s Statute

 

STATUTE

1- Name and headquarters

The name of the founded association is “OPERA ITALIA” and it is based in Florence.-

2- Definitions

“Transmission” means the sending of a document by registered mail with acknowledgment of receipt by hand, by fax or by certified email.

3- Ends

The apolitical and non-profit Association pursues the following institutional aims:

  1. To stimulate and promote the creative, cultural and economic potential of both Italy and Italians;
  2. To spread the culture of innovation, creating multimedia environments for the circulation of ideas, knowledge and skills;
  3. To implement and manage a company incubator in order to encourage the creation of new innovative enterprises, including providing qualified assistance in their start-up phase;
  4. To encourage experimentation with pilot projects, providing assistance in pursuing innovation in every field;
  5. To promote lifelong learning in all the cultural and professional backgrounds, also through the activation of courses and seminars;
  6. To provide grants, awards and scholarships for activities promoted and / or organized by the Association;
  7. To promote and organize events, conferences, meetings, exhibitions or other similar events proceeding with the publication of the relative records or documents;
  8. To carry out, on a purely ancillary and instrumental manner to its institutional purposes, marketing activities in the publishing and audio-visual sectors.

4 – Joining other bodies

The Association may join or affiliate with other organizations and associations having similar or related purposes to its own, or that they can help achieve those same goals.

 

 

5 – Means to achieve its aims

Within the limits and according to the procedures of the law, the Association may either buy movable and immovable goods or receive them as a donation, inheritance or legacy, as well as assume participations in public companies and / or consortia on the condition that any profits or earned income must be fully used for the implementation of the Association’s purposes.

To carry out its activities, the Association will make use of the voluntary contributions of the Members; it may also entertain self-employment or employee relationships and enter into contracts of any kind as long as instrumental for the achievement of its purposes.

6 – Duration

The duration of the Association and shall be until 31 (thirty-first) December 2050 (two thousand and fifty), unless extended by authorization of the General Assembly.

7 – Members

7.1 – Beginning of membership

Beside founders, Members are also:

-associations, institutions, consortia and companies in the person of their legal representative;

-adult individuals who, after having applied to the Board of Directors, have been accepted by the same Board depending on the moral and professional requirements needed to achieve the aims that the Association pursues. In case of rejection of the application, the candidate may address the Assembly that will decide without appeal. It is expressly excluded the temporary participation in associative life.

 

7.2 – Behaviour

The Member has the following obligations:

  1. to keep exemplary behaviour and do not cause any material or moral damage to the Association;
  2. to comply with the terms of these Statute and to abide by the resolutions validly adopted by the General Assembly or Board of Directors;
  3. to contribute in order to achieve the aims of the Association and to refrain from any conduct that might create conflict with them;
  4. to attend the General Assembly, actively participating in the decision process of the Association’s activity programs.

7.3 – Activity

The Member shall volunteer prior authorization and following the directions of the Board of Directors; he / she shall not claim any compensation or any kind of indemnity or reason beside the only reimbursement of expenses duly documented and justified.

 

7.4 – Association dues and fees

Ordinary annual subscription and membership fees shall be defined by the General Assembly, which can also determine extraordinary fees in case of exceptional events or circumstances.

The arrearages of more than four months, compared to the terms established by the Board of Directors for the payment of the annual membership fee or an extraordinary fee, shall result in the Member’s suspension from participation in all the Association’s activities. – Subscription and membership fees or extraordinary contributions are non-transmittable and shall not be revalued.

 

7.5 – Loss of membership

The membership is terminated by resignation or death of the individual or dissolution of the association itself, or by resolution of the Board of Directors having verified that the arrearages extend over one year or the inappropriate behaviour held against the purposes the Association aims at; the Member may address the General Assembly to decide irrevocably against the resolution of exclusion. The Member losing his / her membership has no right, in any way or reason, on the assets and the common fund and shall not claim any compensation or indemnity for the loss of membership.

8 –Association bodies

The Association bodies are:

  1. a) the General Assembly;
  2. b) the Board of Directors;
  3. c) the Auditor.

All members of the bodies of the above mentioned points b) and c) are expected to offer their services without being entitled to any compensation or any kind of indemnity or reason beside the only reimbursement of expenses duly documented and justified.

 

 

9 – The General Assembly

 

9.1 – Functions

The Members’ General Assembly is sovereign and is responsible for:

  1. a) emanating, amending or repealing the provisions of this Statute;
  2. b) deciding on the accession of the Association to organizations and associations at the national or local level;
  3. c) deciding on the affiliation of the Association with national, regional and local Associations;
  4. d) determining the number of members constituting the Board of Directors and electing them among Association members, appointing among them the President, the Vice-President, the Treasurer, the Secretary;
  5. e) electing the Auditor;
  6. f) approving the budget and balance sheet together with the reports of both the Board of Directors and the Auditor;

 

  1. g) upon the recommendation of the Board of Directors, establishing ordinary annual subscription and membership fees as well as potential extraordinary fees;

 

  1. h) approving general directives binding the Board of Directors;
  2. i) ratifying the decisions taken on an urgent basis by the Board of Directors;
  3. j) authorizing the request of credits, loans and financing, the issuance of real and personal guarantees and the assumption of debt;
  4. k) deciding on disputes between the Association and the Members and among the latter as such to each other;
  5. l) deciding on Association’s dissolution and on the methods of liquidation of assets in compliance with the mandatory provisions of law;
  6. m) deliberating on the real estate management (purchase, sale, and licensing of property rights);
  7. n) adopting resolutions on issues that this Statute reserves to General Assembly itself and on all other matters submitted to it;
  8. o) adopting decisions on any important matter to the Association, not specifically requested by the Board of Directors;
  9. p) deliberating liability action against individual members of the Board of Directors and / or the Auditor for deeds committed by them.

 

9.2 – Convening of the Assembly

The Assembly is convened by the Board of Directors at least once a year or whenever the Board of Directors deems it useful; a Regulation laying down the convening of the Assembly requested by at least twenty percent of the Members. Announcement of the General Assembly shall be made by written notification at least 15 days in advance. The notification shall include the list of the topics.

 

– It also allowed the meeting being totalitarian, in that case the Assembly will be validly convened even in the absence of a specific convening.

 

9.3 – Quorum

Decisions relating to the dissolution of the Association and modification of the present point must be supported by the votes of at least three-quarters of the members.

 

The approval of the budget and balance sheet requires the affirmative vote of the majority of the Members voting, irrespective of number of Members present.

 

– For decisions on any other topic:

  1. a) the General Assembly shall be validly constituted at first convocation when half of the Members plus one are present and it approves resolutions with the vote of the majority of Members present;

 

  1. b) in a second convocation, in the absence of a quorum, the Assembly shall be validly constituted no matter how many Members are in attendance and it approves resolutions with the vote of the majority of the Members voting.-

 

The individual members of the Board of Directors and the Auditor do not have the right to vote in the resolutions relating the approval of the budget and balance sheet nor the promotion of the liability action against them.

 

9.4 – Chairmanship and minutes

The Assembly is chaired by the Chairman or, in his absence, by the Vice-Chairman; in the absence of both, the chairmanship is assumed by the oldest Member present. – Dedicated minutes of the meeting are drawn up by the Secretary and signed by that who presided over the meeting.

 

9.5 – Right to vote

All Members shall have the right to one vote that can also be cast by proxy given to another Member. To cast a vote, the Member must have paid all fees owed, whether standard or extraordinary.

 

9.6 – Vote expression

The vote at the Assembly is recorded except that one third of the Members present and eligible to vote does not require a secret ballot.

 

9.7 – Resolutions publication

The current Association Statute, the budget and balance sheet and other resolutions of the Assembly are in any case transmitted to Members.

 

10 – Boards of Directors

 

10.1 –Composition, loss and substitutions

The Board of Directors shall comprise a minimum of four to a maximum of fifteen Directors elected by the General Assembly that shall identify among them the Chairman, the Vice-Chairman, Secretary and Treasurer.

 

The Board of Directors automatically void if the Assembly does not approve within six months from the closing of the budget and balance sheet; the Board of Directors so decayed must immediately reconvene the Assembly for the election of the new Board.

 

The members of the Board of Directors remain in office for a period of three years and are re-eligible.

 

The individual Board Member becomes incapacitated in the event of unjustified absence from three consecutive meetings of the Board; in case of resignation, death or revocation of the individual Director, the Board of Directors shall co-opt the substitute who, if confirmed by the first following General Assembly, will hold the position until the natural expiration of the Board of Directors.

 

The Board of Directors can avail itself of the option, while still complying with the maximum number of its members as set out above, to co-opt other Members such Directors who, , if confirmed by the first following General Assembly, will hold the position until the natural expiration of the Board of Directors.

 

10.2 – Functions

The following are responsibilities of the Board of Directors:

 

  1. a) carrying out of the norms of the Statute and the resolutions adopted in the General

Assembly;

  1. b) emanating, amending or repealing the Implementation Regulation of this Statute;
  2. c) exercising, with all the necessary powers, the ordinary and extraordinary administration of the Association;
  3. d) dealing with the management and the allocation of the Association’s assets, in accordance with budget and other resolutions of the Assembly;
  4. e) preparing the budget and balance sheet to be approved by the General Assembly;
  5. f) proposing to the Assembly the amount of the registration fee, annual membership fees and any extraordinary contributions to an extent that allows a break-even result in the budget;
  6. g) conducting any other activities that the present Statute entrusts to the same Board or deemed necessary or useful for the achievement of the aims of the Association.

 

10.3 – Convening

The Board of Directors is regularly convened by the Chairman on his / her own initiative or at the request of at least two Directors. The convening notice, containing the list of the topics on the agenda, shall be transmitted to the Directors at least five days before the date fixed for the meeting or at least two days in advance in case of urgency. – It also allowed the meeting being totalitarian, in that case the Assembly will be validly convened even in the absence of a specific convening.

 

10.4 – Chairmanship, quorum and minutes

The Board of Directors is chaired by the Chairman or, in his absence, by the Vice-Chairman; in the absence of both, the chairmanship is assumed by the oldest Director present.

 

– The Board is validly constituted with the majority of the Directors in office and act by majority of the Directors present.

 

– In the event of a tied vote, the proposed resolution shall mean not approved.-

Dedicated minutes of the meeting are drawn up by the Secretary and signed by that who presided over the meeting.

 

10.5 -Chairman and Vice-Chairman

The Chairman or, in the event of his / her absence or impediment, the Vice-Chairman:

  1. a) represents the Association vis-à-vis third parties and in legal proceedings, with the power to appoint consultants, advocates, attorneys and experts;
  2. b) chairs the Board and coordinates its action by assigning each Director or other Members functions or specific tasks;
  3. c) reports to the Assembly on the activities undertaken by the Board of Directors in the last financial year;
  4. d) performs or enables all the necessary acts for the execution of the resolutions of both the Board and the Assembly;
  5. e) has the signing authority on the Association’s bank and postal accounts up to the amount approved by the Board of Directors; over that amount it will be necessary the co-signature of both the Chairman and the Treasurer.

 

10.6 -Treasurer

The Treasurer:

  1. a) deals with the collection of registration fees annual membership fees and any extraordinary fees;
  2. b) is responsible for the deposit of the amounts collected in the Association’s bank and postal accounts on which the Treasures has the signing authority up to the amount approved by the Board of Directors; over that amount it will be necessary the co-signature of both the Treasurer and the Chairman or, in the event of his / her absence or impediment, the Vice-Chairman;
  3. c) undertakes the payment of the debts incurred by the Association;
  4. d) keeps the account books and relative documents, the preparation and submission of tax declaration and other fulfilments provided in the law.

 

10.7 -Secretary

The Secretary:

  1. a) updates the Members’ list ensuring the tightness of the corresponding book;
  2. b) writes the minutes of the meetings of both the General Assembly and Board of Directors, ensuring the tightness of the corresponding books;
  3. c) provides with the Assembly’s convening notices and, if requested by the Chairman of the Board of Directors;
  4. d) draws up, retains and files the correspondence;
  5. e) acquires and retains all documents concerning the Statute, the legal relationships and assets of the Association;
  6. f) takes the minutes of delivery between the old and new Board of Directors, signing it together with the Chairman and the Treasurer.

 

10.8 –Area coordinators

The Board of Directors may appoint, among its members, area coordinators with the mandate to promote and oversee the activities of the Association in the assigned territory.

 

11 – Auditor

The Auditor is appointed for three years, may be re-elected and is elected by the Assembly among those enrolled in the Institute of Financial Auditors.-

The Auditor is responsible for:

  1. a) examining at least quarterly the supporting documents for the collection and expenditure, ensuring the regular bookkeeping and reconciliation between accounting entries and bank and postal accounts;
  2. b) checking the correspondence of the balance sheet at the closing balances of the accounting records;
  3. c) upon approval of the budget and balance sheet, reporting to the Assembly on the outcome of checks carried out and on the financial and asset management performed by the Board of Directors in the last financial year.-In the event of documented administrative irregularities, the Auditor shall immediately convene the Board of Directors or, where appropriate, the Assembly to report the results of its verification.

 

12 – Financial and Asset Management

 

12.1 – Association’s assets

The Association’s assets shall be the total of the movable and immovable property, securities, investments and other securities, receivables, bank and postal deposits, cash owned by the Association, net of debts incurred by the Association itself and of any specific Funds to cover future expenses.

– The Assets are increased each year by the surpluses; it can only be decremented to cover any operating deficits.

– Any donation, inheritance or tied arrived at the Association directly increase the Heritage Association’s assets.

 

12.2 – Financial and operating statements

The financial year begins on January 1st and ends on December 31st of every year.-

By the end of March of the following year, the budget and balance sheet shall be approved by the General Assembly, drawn up in summary form as long as clear; until their adoption but for no longer than six months, it is admitted the provisional budget for monthly twelfths of the amounts provided in the budget prepared by the Board of Directors.

 

12.3 – Ban on profit distribution

It is expressly and peremptorily forbidden to distribute, even indirectly, profits or surpluses as well as funds, reserves or capital during the life of the Association, unless the destination or distribution is required by law.

 

13 – Different provisions

 

13.1 – Disputes

Any dispute concerning the interpretation and application of this Statute that may arise between the Board of Directors, Auditor and Members of the Association or between Associates as such between them, will be assigned to an arbitrator who shall be appointed by the President of the court in Florence.

 

13.2 – Association’s dissolution

The resolution through which the Assembly decides to dissolve the Association must:

  1. a) appoint among the associates of one or more liquidators, determining their powers;
  2. b) determine the mode of liquidation of assets and payment of debts
  3. c) identify the body to which donate the remaining assets, respecting the expressed and imperative obligation that these assets are destined to another association with similar aims to those of the Association or to public purposes, after authorization of the monitoring body as indicated by Article 3, paragraph 190, of law December 23rd, 1996, n. 662 and subsequent amendments and additions, and unless otherwise required by law.

 

13.3 – Non-compliance with the provisions

Matters not established in this Statute will be referred to the current legislation applicable to associations.