Association DE LEO FUND ONLUS – STATUTE
Art.1 CONSTITUTION AND NAME
A non-profit association called “DE LEO FUND ONLUS” is created and regulated by the following statute.
The association will use, in its name and in any distinctive sign or communication to the public, the term “non – profit organization of social utility”. In Italian, the acronym reads “ONLUS “.
The association, apolitical, non-partisan and non-denominational, is not for profit.
It seeks solely to promote social solidarity in sectors like social protection and social services, and training and education related to the same themes.
In particular, the Association, within the aims stated above, has the following purposes:
1) To support medical initiatives, and provide social and psychological assistance to those affected directly or indirectly by the traumatic nature of tragic events such as suicide, car accidents, work accidents, natural disasters or disasters due to human error, even criminal events resulting from terrorist acts, as well as violent deaths related to the use of alcohol or illegal drugs.
2) To organize or participate in exchanges of information, meetings, workshops, seminars, fellowships to favor disadvantaged individuals.
3) Spread and raise awareness on the problems related to traumatic grief and its complications and consequences. The Association aims primarily to bring concrete help to the human condition, in existential and psychological terms, resulting from the experience of a traumatic and sudden loss, and try to do as much as possible to meet and solve the physical and psychological discomfort and improve the quality of lives of those affected by bereavement of a similar nature.
4) Propose and/or participate in projects with public or private partners, both Italian and foreigner, working in the area of social assistance and social health, in health care, in the protection of civil rights, with particular attention to the study of pathological behaviors of social relevance (suicidal behavior, self-harm, etc ..), and humanitarian aid. The association especially intends to act in synergy with De Leo Fund International. The association promotes and builds all the necessary activities to improve the financial resources to be allocated to the achievement of the social aims. To this end the Association may occasionally conduct fund-raising activities aimed at the realization of interventions, facilities and services to the pursuit of the institutional activity. The association may use employees or self-employed providers to the extent and in the manner prescribed by Article 10 paragraph 6 of Legislative Decree 460/1997. Members can only redeem the expenditures actually incurred for provision of services, after documenting them and within the limits established beforehand by the assembly of members.
Any form of economic relationship with the association arising from employment or self-employment is incompatible with the status of member.
The association will carry out by way of ancillary activities any activity that is a dissemination tool and awareness projects launched and promoted by institutions with similar objectives such as, but not limited to, publishing activity under the current laws, entertainment in all its forms and expressions, together with information and culture on typical issues that the association promotes.
The conduct of such activities should be configured exclusively as complementary to the institutional activity, and as a useful and effective tool for dissemination, knowledge and awareness raising. This mode will be a necessary and indispensable instrument for the dissemination of methods of therapeutic help etc. to the best achievement of institutional purposes of the association itself.
The association cannot carry out activities other than those referred to in subparagraph a) of paragraph 1, Article 10 of Legislative Decree 460/97, with the exception of those directly connected to them.
The Association is located in Riviera Mugnai n. 8, 35137 Padova. The transfer of the office within the City of Padua does not involve statutory change. Delegations and offices may be established both in Italy and abroad in order to carry out, on an ancillary and instrumental basis respect to the objectives of the Association, activities to promote development and growth of the necessary network of national and international relations in support to the Association itself.
Art. 4 LIFE
The association will last up to 31 (thirty-first) December 2050 (two thousand and fifty).
Art. 5 ECONOMIC RESOURCES
The economic organization’s resources consist of:
a) contributions and membership fees;
b) donations and bequests bestowed by individuals or legal entities; the bequests are accepted, with reservations, and ratified by the Assembly, which decides on the use of them, in keeping with the statutory purposes of the organization.
c) contributions from the State, regions, local authorities, organizations and public institutions, also aimed at supporting specific programs implemented and documented as part of its statutory objectives;
d) donations of members and third parties
c) any other type of revenue permitted by law.
The contributions of the members shall be the annual membership fees, established by the Board and any extraordinary contributions established by the Assembly, which determines the amount.
it is forbidden to distribute, even indirectly, profits or operating surpluses as well as funds, reserves or capital during the life of the association, unless the destination or distribution is required by law or are effected for other non-profit organization which by law , statute or regulation are part of the same structure.
The association should invest its profits or operating surpluses for the institutional activities and those directly connected to them.
Art. 6 FINANCIAL STATEMENTS
The fiscal year begins January 1 and ends on December 31 of each year.
At the end of each financial year the Board of Directors draws up the balance sheet and submit it for approval to the shareholders within four months of the year end.
It must be deposited at the Association within fifteen days prior to the meeting in order to be consulted by any member.
Art. 7 MEMBERS
The association is open to anyone interested in the achievement of institutional goals, and in sharing the spirit and ideals of De Leo Fund.
The membership to the association is indefinite for founding members in good standing in terms of of the annual membership fee, retaining in any case the right to withdrawal. The membership fee is not transferable upon death and not revalued.
There is a distinction between founding members and ordinary members. Ordinary members are enrolled later than founding members.
It is not possible to predict any difference in treatment between founding members and ordinary members regarding the rights and duties to the association.
Art. 8 CRITERIA FOR ADMISSION AND EXCLUSION OF MEMBERS
Admission as a member is subject to the submission of a written request from interested parties.
On applications for admission decides irrevocably the Executive Council, who may accept or reject such applications without stating reasons.
The Board carefully records new members in the register of members.
A member automatically terminates if they fail to pay the annual membership fee, as approved by the assembly, which is to be paid by January 31 of each year.
Membership is lost by reason of death, exclusion, disqualification or withdrawal.
Withdrawal of a member must be reported in writing to the association.
The exclusion of a member is decided by the Assembly on the proposal of the Board of Directors.
Before exclusión, objections moved to the member must be contested in writing, which allows the right of reply, except for the terms of forfeiture for non-payment for which the exclusion is automatically perfected with the date of the deadline for payment.
Since the moment of exclusion as proposed by the Governing Council and communicated to the member, until the time of the Assembly’s resolution that will decide whether or not to proceed with the exclusion, the member shall be considered suspended and must abstain from any associative activity. The withdrawn or excluded member is not entitled to a refund of the paid membership fees.
Art. 9 RIGHTS AND OBLIGATIONS OF MEMBERS
All members are obliged:
1) to observe this statute, any internal regulations and resolutions adopted by the De Leo Fund’s bodies;
2) to maintain proper behavior towards the association;
3) to pay the annual fee referred to in the previous article;
4) to offer their services in favor of the association in a personal way, spontaneous and free.
All members have the right:
1) to participate effectively in the life of the association,
2) to participate in the Assembly with voting rights;
3) to elect and be elected to the associative positions;
4) to acquaint themselves with all deliberations and documents relating to the management of the association, with the possibility to obtain a copy.
Art. 10 ASSOCIATION BODIES
These are organs of the association:
1) the Assembly of members;
2) the Governing Board;
3) the President;
4) the Board of Auditors, if appointed
The election of the association’s organs can not be bound or limited in any way and is informed by criteria of maximum freedom of participation of active and passive electorate.
Except what established by law, any membership position is covered free of charge, except for the right to reimbursement of expenses actually incurred in execution of their office.
Art. 11 ASSEMBLY
The Assembly is composed of all members and is the sovereign body.
The Assembly meets in ordinary session on convocation of the President at least once a year and whenever the President or the Board or at least one tenth of the members deem it appropriate.
The General Assembly addressed the whole life of the association and in particular:
1.approves the final budget;
2.elects the members of the Board and the Board of Auditors;
3.deliberates any rules of procedure and its variations;
4.deliberates the exclusion of members;
5.deliberates on any other issue presented to it by the Board.
The Extraordinary General Meeting decides on changes to the statute of the association and on its dissolution.
Both the ordinary and extraordinary members’ meeting will be chaired by the President or in his/her absence by the Vice-President, or – in case of absence of both – by another member of the Board of Directors elected among those present. The convocations are executed through the following alternative forms of convocation:
notice to be affixed to the billboard of the registered office at least 15 days prior to the date;
notice in writing, by fax/email/ordinary letter, to be delivered to members at least ten days before the date of the meeting containing the agenda, place, date and time of the first and second call;
In the absence of a formal call or failure to observe the terms of the notice, the meetings in which all members are present will be equally valid.
The Assembly, both ordinary and extraordinary, is validly constituted in first call when at least half plus one of the members is present or represented.
In the second call, the Assembly is validly constituted whatever the number of present or represented members.
The resolutions are valid when they are approved by a majority of those present, except for resolutions regarding the amendment of the articles of association for which the votes of at least half plus one of the members is needed and for deliberation regarding the dissolution and the relative of the residual assets for which the favorable vote of at least three fourths of the members is required.
The meeting resolutions shall be recorded in the minutes book of meetings and decisions of the meeting held by the Secretary.
Art. 12 COUNCIL
The Executive Council (Board) shall consist of a number of members not less than three and not more than 9, appointed by the members of the association.
The members of the Board shall serve for five years and may be reappointed. Only adult members can be part of the Council.
In the event that, due to resignation or other causes, one or more of the members of the Board of Directors lapse from office, the same Council may replace them by appointing the first of the unelected, who shall hold office until the expiry of the whole Council; unable to implement this mode, the Board may appoint additional members who shall hold office until the next General Meeting which decides on the possible ratification.
Where more than half of the members of the Board decades, the Assembly has to elect a new Board of Directors.
The Board of Directors appoints a President, a Vice-President, a Secretary General and a Treasurer. At the Board of Directors are assigned the following functions:
1. the execution of Assembly resolutions;
2. preparation of final budget;
3. appointment of President, Vice-President and Secretary;
4. deliberation on applications for new membership;
5. management of business that are not pertinent to members, including the determination of the annual membership fee.
The Executive Council is chaired by the President or in his/her absence by the Vice-President and, in the absence of both, by another member of the Council elected among those present.
The Executive Council shall be convened whenever the President deems it necessary or when at least the majority of the Board Members makes a written request to the President, or in his/her absence, to the Vice-President. It takes its decisions with the presence of a majority of its members and the favorable vote of a majority of those present.
The summons must be made by notice in writing (including email), to be delivered at least five days before the meeting date. The notice must contain the agenda, place, date and time of the session. In the absence of a formal call and failure to observe the terms of the notice, meetings will be equally valid if attended by all the members of the Board.
The minutes of each meeting of the Council, drafted by the Secretary and signed by him/her and by those who presided over the meeting, are kept on record. They may be consulted by the members upon written and motivated request made to the President, who will decide after consulting the Council.
The Board of Directors may assign to one or more of its members the power to carry out certain acts or categories of acts in the name and on behalf of the association.
Art. 13 THE PRESIDENT
The President, appointed by the Board, has the task of chairing the same as well as the Assembly of members’ meeting.
The President represents the association before third parties and in court.
In case of his/her absence or disability, the Vice-President holds the role and has legal representation.
The President shall implement the resolutions of the Executive Council and, in an emergency, takes on its powers by asking the ratification of the adopted measures at the next meeting he/she will convene contextually.
The President also can open current accounts with credit institutions, employ staff employees and/or associates and accept bequests, donations and gifts.
Art. 14 THE SECRETARY-GENERAL
Elected by the Board from among its members by a majority vote of those present (in person or by proxy), he/she is the coordinator of the Executive Council.
Its tasks are:
– Define the policy framework of the Association’s activities to be submitted to the Executive Council;
– Coordinate the organization of the Association’s activities;
– Verify that the performance of tasks by the members is consistent with the objective statutory and otherwise, propose to the Board of Directors the resolution of appropriate measures;
– Keep the association documents, the list of members and the inventory of assets;
– Drawing up the minutes of the Council and whatever else it is delegated by the Board.
The position of can be cumulated with others.
The General Secretary can be dismissed after submission to the President of the appropriate motion, signed by at least one third of members of the Board and approved by at least two-thirds of the members of the same.
Art. 15 THE TREASURER
Elected by the Board from among its members by a majority vote of those present (in person or by proxy).
Its tasks are:
– Prepare and submit to the Executive Council the final budget and the budget for each year of activity of the Association;
– Keep constantly updated the economic framework of the Association;
– Check the consistency of the outputs to the aims of the Association;
– Verify the collection of revenue in any way due to the Association.
The Treasurer has the power to turn to outside consultants for the fulfillment of obligations relating to tax and financial regulations.
The burden of such advice remains the responsibility of the Association.
The position of Treasurer can be cumulated to others.
The Treasurer can be dismissed after submission to the President of the appropriate motion, signed by at least one third of members of the Board and approved by at least two-thirds of the members of the same.
Art. 16 BOARD OF AUDITORS
If appointed, the Board of Auditors is composed of 3 members appointed by the Assembly even among non-members.
The Board appoints a Chairman. At least one member of the Board of Auditors must belong to the Roll of Official Auditors.
The Board of Auditors monitors the administration of the association and the statements and the accounting records. Participate, without voting rights, to the meetings of the Executive Council and the Assembly. To the latter it presents the annual report on the final budget.
Art. 17 WINDING UP
In case of dissolution for any reason, the association has the obligation to donate its assets to other non-profit organisations of social or public utility, with similar aims, heard the control body referred to in Article 3 , paragraph 190, of the law 23 December 1996 n. 662, unless otherwise required by law.
Art. 18 TRANSFER
For matters not covered by this statute, vigent legal rules will be applied.