STATUTE OF THE ASSOCIATION
“Marine Planners APS”
ART. 1 (Name and registered office)
In compliance with Legislative Decree 117/2017, the Civil Code and the relevant legislation, the Third Sector Entity called: “Marine Planners APS” takes on the legal form of association, non-partisan and non-denominational. The association has its registered office in via D. Morelli 7, in the Municipality of NAPLES (NA) – 80121. The transfer of the registered office does not involve a statutory change, but the obligation to notify the competent offices.
ART. 2 (Statute)
- The social promotion association is governed by this statute, and acts in compliance with Legislative Decree 3 July 2017 n. 117 and subsequent amendments, the related implementing rules, regional law and the general principles of the legal system.
- The assembly may resolve on any regulations for the implementation of the statute for the discipline of the more particular organizational aspects.
ART. 3 (Effectiveness of the statute)
- The statute binds the associates of the association to its observance; it constitutes the fundamental rule of conduct of the association itself.
ART. 4 (Interpretation of the statute)
- The statute is assessed according to the rules of contracts and according to the criteria of Article 12 of the provisions of the civil code.
ART. 5 (Purpose and activities)
- The association exclusively or principally exercises one or more activities of general interest for the pursuit, non-profit, of civic, solidarity and social utility purposes. In particular, the aims of the association will be:
- Spreading the culture of protecting the marine environment and coastal areas;
- Promote virtuous activities related to the protection and sustainable management of the marine environment and coastal areas;
- Disseminate new knowledge in the field of marine sustainability with particular attention to adaptation and resilience;
- Train, educate and raise awareness among citizens, professionals, technicians and administrators of the sector;
- Promote new models and methodologies capable of responding to new coastal and maritime challenges;
- Experiment new technologies and approaches in order to increase knowledge of the coastal and marine environment;
- Build relationships and agreements with institutions, organizations, univerisities, research institutes and NGOs.
- The activities that it proposes to carry out in favor of its members, their families or third parties, making use mainly of the voluntary work of its members are:
- Education, instruction and professional training, pursuant to law no. 53 (28 march 2003), and subsequent amendments, as well as cultural activitities of social interest with educational purposes;
- Interventions and services aimed at safeguarding and improving conditions of the environments and the prudent and rational use of natural resources, with exception of the activity, habitually exercised, of collection and recycling of urban, special and dangerous waste;
- Interventions for the protection and enhancement of the cultural heritage and landscape, pursuant to the Legislative Decree 22 January 2004, no. 42, and subsequent amendments;
- Univeristy oand post-university training;
- Scientific research of particular social interest;
- Organization and management of cultural, artistic or recreational activities of social interest;
- Radio broadcasting with communitarian character, pursuant to article 16, of law no. 223 (6 august 1990) and subsequent amendments;
- Organization and management of tourism activities of social, cultural or religious interest;;
- Extra-school training, aimed at the prevention of early school leaving and academic and educational success, the prevention of bullying and the fight against educational poverty;
- Cooperation on development, pursuant to law no. 125 (14 august 2014) and subsequent amendments;
- Social agriculture, pursuant to article 2 of law no. 141 (18 august 2015) and subsequent amendments;
- Promotion of the culture of legality, peace between peoples, nonviolence and unarmed defence
- Redevelopment of unused public assets or assets confiscated from organized crime.
- As an example, the activities will take the form of, but are not limited to:
- Promote knowledge through national and international training courses, workshops, trainings and conferences;
- Promote the publication of relevant texts and articles in the context of scientific research;
- Participate in national and international cultural events;
- Participate in national and international calls in the field of research and planning;
- Support/assist local and international authorities in marine and coastal management and planning processes, and the protection of the marine environment.
- The association may exercise, pursuant to art. 6 of the Third Sector Code, activities other than those of general interest, secondary and instrumental to the latter, according to criteria and limits defined with a specific ministerial decree. Their identification is made by the management body.
- The association may also carry out fundraising activities, in compliance with the principles of truth, transparency and fairness with supporters and the public, in accordance with the provisions contained in art. 7 of Legislative Decree 117/2017.
ART. 6 (Admission)
- The physical persons or social promotion associations that share the aims and purposes of the association and are committed to carrying out activities of general interest are associated with the association.
- Other third sector or non-profit entities may join the association provided that their number does not exceed fifty percent of the number of social promotion associations.
- The number of members is unlimited but, in any case, cannot be less than the minimum number required by law. If after the establishment the number falls below the minimum required, the association must promptly notify the Office of the Single National Registry and integrate the number within one year.
- Admission to the association is approved by the Board of Directors at the request of the interested party according to non-discriminatory criteria, consistent with the aims pursued and the activities of general interest. The resolution is communicated to the interested party and noted in the associates’ book.
- In case of rejection of the application, the Board of Directors communicates the decision to the interested party within 60 days, giving reasons.
- The aspiring associate may, within 60 days of such notification of rejection, request that the meeting be pronounced on the request at the next convocation.
- Membership admission is for an indefinite period, without prejudice to the right of withdrawal.
- The category of temporary members is not allowed.
- The membership fee is non-transferable, non-refundable and non-revaluable.
ART. 7 (Rights and duties of the members)
- Associates have equal rights and duties. They have the right to:
- elect the corporate bodies and be elected in them;
- be informed about the association’s activities and monitor their progress;
- take note of the agenda of the meetings;
- examine the company books according to the rules established by the following art. 19;
- vote in the Assembly if registered for at least three months in the register of associates and in good standing with the payment of the membership fee, if any;
- denounce the facts that he deems censurable pursuant to art. 29 of the third sector code;
and the duty to:
- comply with this statute and any internal regulations;
- pay, if applicable, the membership fee according to the ammount, the payment methods and the terms established annually by the competent body. versare, se prevista, la quota associativa secondo l’importo, le modalità di versamento e i termini annualmente stabiliti dall’organo competente.
ART. 8 (Volunteer and volunteer work)
- The voluntary member carries out his or her activity in favor of the community and the common good in a personal, spontaneous and free way, non-profit, not even indirect and exclusively for solidarity purposes.
- The quality of voluntary associate is incompatible with any form of subordinate or self-employed employment relationship and with any other paid employment relationship with the association.
- The activity of the voluntary member cannot be remunerated in any way, not even by the beneficiary. Volunteer members can only be reimbursed for expenses actually incurred and documented for the activity performed, within the maximum limits and under the conditions previously established by the association. Flat-rate reimbursements are prohibited.
ART. 9 (Loss of membership status)
- The quality of associate is lost through death, withdrawal or exclusion.
- The member can withdraw from the association by written communication or electronically to the administrative body.
- The member who seriously contravenes the duties established by the statute, can be excluded from the association. The exclusion is approved by the assembly with a secret vote and after having listened to the justifications of the interested party. The exclusion resolution must be adequately communicated to the member.
- The member can appeal to the judicial authority within six months from the day of notification of the resolution.
ART. 10 (The institutional bodies)
- Bodies of the association are:
- Assembly of the associates (members)
- Governing council
ART. 11 (The assembly)
- The assembly is composed of the associates of the association, registered in the Book of associates and in good standing with the payment of the membership fee, where applicable. It is the sovereign body.
- Each member has the right to one vote and may be represented by another member, granting a written proxy, also at the bottom of the notice of meeting. Each associate can represent up to a maximum of three associates.
- The assembly is chaired by the President of the association or, in his absence, by the Vice-president or person appointed as president by the shareholders at the assembly itself.
- It is convened at least once a year by the President of the association or by whoever takes his place by means of a written notice to be sent at least 15 days before the date set for the meeting and containing the date of the meeting, the time, the place, the agenda and the date of the second call, if any. It can also be done electronically.
- This communication can be made by letter, fax, e-mail sent / disclosed to the address resulting from the register of associates and / or by means of a notice posted at the association’s headquarters.
- The Assembly is also convened at the request of at least one tenth of the members or when the administrative body deems it necessary.
- The votes are obvious, except those concerning people.
- The minutes of the assembly meetings are drawn up, signed by the President and by the minutes and kept at the headquarters of the association.
- The Assembly can be ordinary or extraordinary. The one called for the amendment of the statute and the dissolution of the association is extraordinary. It is ordinary in all other cases.
ART. 12 (Duties of the Assembly)
- determines the general programmatic lines of the association’s activity;
- approves the financial statements and the corporate financial statements, when required;
- appoints and revokes the members of the corporate bodies;
- appoints and dismisses, when required, the person in charge of the statutory audit;
- decides on the responsibility of the members of the corporate bodies and promotes liability action against them;
- resolves on the exclusion of members;
- deliberates on amendments to the articles of association or statute;
- approves any regulation of the meeting proceedings;
- resolves the dissolution, transformation, merger or split of the association;
- deliberates on the other objects attributed by the law, by the deed of incorporation or by the statute to its competence.
ART. 13 (Ordinary assembly)
- The ordinary assembly is regularly constituted on first call with the presence of half plus one of the members, present on their own or by proxy, and on second call whatever the number of members present, on their own or by proxy.
- The assembly deliberates by majority vote of those present.
- The expression of the vote by correspondence or electronically is allowed, provided that it is possible to verify the identity of the member who participates and votes.
- In the resolutions approving the financial statements and in those concerning their responsibility, the directors do not have the right to vote.
ART. 14 (Extraordinary assembly)
The extraordinary assembly modifies the statute of the association with the presence of at least ¾ of the members and the favorable vote of the majority of those present and approves the dissolution and liquidation as well as the devolution of the assets with the favorable vote of at least ¾ of the members.
ART. 15 (Governing council)
- The board of directors governs the association and operates in implementation of the will and general guidelines of the assembly to which it responds directly and from which it can be revoked.
- The board of directors is made up of 5 members elected by the assembly from among the associated individuals or associated entities.
- Permanent in office for no. 3 years and its members can be re-elected for n. 3 terms.
- The board of directors is validly constituted when the majority of the members are present. If it is composed of only three members, it is validly constituted when all are present. Resolutions are taken by a majority of those present.
- Article 2382 of the civil code is applied. Article 2475-ter of the civil code applies to the conflict of interests of the directors.
- The board of directors carries out all acts of ordinary and extraordinary administration whose competence is not exclusive to the assembly by law. In particular, among other tasks::
- administers the association,
- implements the resolutions of the assembly,
- prepares the financial statements, and, if applicable, the social balance sheet, submits them for the approval of the assembly and takes care of the additional obligations required by law,
- prepares all the elements useful to the assembly for forecasting and economic planning for the year,
- stipulates all deeds and contracts relating to association activities,
- takes care of the keeping of the company books of its competence,
- is responsible for the obligations related to registration in the Runts,
- governs the admission of associates,
- accepts or rejects applications from aspiring associates.
- The power of representation attributed to the directors is general, therefore the limitations of this power cannot be opposed to third parties unless they are registered in the single national register of the third sector or if it is not proven that third parties were aware of them.
- The president of the association is the president of the board of directors and is appointed by the assembly together with the other members of the board of directors.
ART. 16 (The President)
- The president is elected by the assembly by a majority of those present, legally represents the association and carries out all the acts that bind it to the outside world.
- The president remains in office as long as the board of directors and terminates due to expiry of the mandate, voluntary resignation or possible revocation decided by the assembly.
- At least one month before the expiry of the mandate, the president calls the assembly for the election of the new president and the board of directors.
- The president convenes and chairs the Assembly and the Governing Council, carries out ordinary administration on the basis of the directives of these bodies, reporting to the Governing Council on the activity performed.
- The Vice President replaces the President in all his attributions whenever he is unable to perform his functions.
Art. 17 (Association documents)
- The association is obliged to keep the following company books:
- the book of associates and adherents kept by the board of directors;
- the book of the meetings and the resolutions of the shareholders’ meetings, in which the minutes drawn up by public deed, kept by the board, must also be transcribed;
- the book of meetings and resolutions of the Governing Council, the supervisory body, and other corporate bodies, kept by the body to which they refer;
- the register of volunteers, kept by the board of directors.
- All members, in compliance with the payment of the membership fee, have the right to examine the company books kept at the registered office of the entity, within 60 days from the date of the request made by the board of directors.
ART. 18 (Economic resources)
- The economic resources of the association consist of:
- membership fees;
- public and private contributions;
- donations and testamentary bequests;
- property rents;
- fundraising activities;
- reimbursements from conventions;
- proceeds from the sale of goods and services to associates and third parties, including through the performance of economic activities of a commercial, craft or agricultural nature, carried out in an auxiliary and subsidiary manner and in any case aimed at achieving the institutional objectives, achievable up to the operation of the Runts;
- any other admission allowed pursuant to Legislative Decree 117/2017.
ART. 19 (The goods)
- The assets of the association are real estate, registered movable property and movable property. Real estate and registered movable property can be purchased by the association, and are registered to it.
- Real estate, registered movable property, as well as movable property that is located in the association’s headquarters are listed in the inventory, which is deposited at the association’s headquarters and can be consulted by the members.
ART. 20 (Prohibition of distribution of profits and obligation to use assets)
The association is forbidden to distribute, even indirectly, profits and operating surpluses as well as funds, reserves or capital during its life pursuant to art. 8 paragraph 2 of Legislative Decree 117/2017 as well as the obligation to use the assets, including any revenues, income, income, however named, for the performance of the statutory activity for the exclusive pursuit of the intended purposes.
ART. 21 (Balance)
- The annual budget of the association is annual and runs from January 1st of each year. It is drawn up in accordance with Articles 13 and 87 of Legislative Decree 117/2017 and its implementing rules and must represent the economic and financial performance of the association in a truthful and correct manner.
- The budget is prepared by the board of directors and approved by the ordinary assembly within 2 months of the end of the financial year to which the final balance refers and filed with the single national register of the third sector by June 30 of each year.
ART. 22 (Social report)
It is drawn up in the cases and methods provided for by art. 14 of Legislative Decree 117/2017.
ART. 23 (Conventions)
- The agreements between the social promotion association and the public administrations referred to in art. 56 paragraph 1 of Legislative Decree 117/2017 are approved by the board of directors which also determines the methods of implementation, and are stipulated by the President of the association, as its legal representative.
- A copy of each agreement is kept by the president at the association’s headquarters.
ART. 24 (Paid staff)
- The social promotion association can make use of paid staff within the limits set by art. 36 of Legislative Decree 117/2017.
- Relations between the association and paid staff are governed by law and by a specific regulation adopted by the association.
ART. 25 (Liability and insurance of volunteer members)
Volunteer associates who volunteer are insured for illness, accident, and for civil liability towards third parties pursuant to art. 18 of Legislative Decree 117/2017.
ART. 26 (Responsibility of the Association)
For the obligations assumed by the persons representing the association, third parties can assert their rights on the common fund. The persons who have acted in the name and on behalf of the association are personally and jointly liable for the obligations assumed.
ART. 27 (Insurance of the Association)
The social promotion association can insure itself for damages deriving from contractual and extra contractual liability of the association itself.
ART. 28 (Asset devolution)
In the event of extinction or dissolution, the residual assets are devolved, unless otherwise required by law, to other third sector entities, in accordance with the provisions of art. 9 of Legislative Decree 117/2017.
ART. 29 (Final provisions)
As far as is not provided for in this statute, reference is made to the current regulations on the subject and to the general principles of the legal system.
ART. 30 (Transitional rule)
- All the obligations related to the registration in the single national register of the third sector, which are incompatible with the current regulations, apply to the operation of the Runts itself.
- Starting from the term referred to in art. 104 of Legislative Decree 117/17, in accordance with the authentic interpretation given to the same article by art. 5-sexies of the D.L. n. 148/2017, the tax provisions contained in title X of Legislative Decree 117/17 apply.
- The acronym ETS can be inserted in the name, automatically and will be used in relations with third parties, documents, correspondence and communications with the public only after having obtained registration in the single national register of the third sector.