Article 1 – Denomination
An association called CENTRO STUDI AMERICANISTICAN STUDIES “CIRCOLO AMERINDIANO” has been established.
In its name and in any distinctive sign or communication addressed to the public, the Association uses the expression “non-profit organization of social utility”, or the acronym “ONLUS”.
The Association is governed by this statute and acts in compliance with state and regional laws, and the general principles of the legal system.
Article 2 – Headquarter
The Association is based in Perugia, Via Guardabassi, 10.
It may establish secondary offices and branches.
Any changes to the registered office within the same municipality will not constitute a modification of the present statute.
Article 3 – Purpose of the association
The Association is non-profit and intends to pursue exclusively aims of social solidarity and social utility in the cultural field.
The purpose of the Association is to carry out activities of study, protection, promotion, dissemination and enhancement of the demo-ethno-anthropological heritage of American cultures; in particular, it may also make economic contributions from the Central State Administration:
- Promote and participate in conventions, conferences;
- Editorial activity;
- Set up and manage its own documentary, museum and bibliographic heritage;
- Organize exhibitions and cultural/ludic events;
- carry out activities related to solidarity;
- carry out study and research activities in the archaeological, historical and demoethnoanthropological fields.
The Association may not carry out activities other than those provided for in letter A of paragraph 1 of art. 10 with the exception of those directly connected to them or those ancillary by nature to the statutory ones, as they are supplementary to them, within the limits allowed by Legislative Decree 460/97 and subsequent amendments and additions.
Article 4 – Duration
The duration of the Association is set indefinitely.
Article 5 – Assets
- The Assets of the Association consist of:
- movable and immovable goods that will become the property of the Association;
- any reserve funds constitued with the budget surplus;
- any disbursements, donations or bequests.
- The revenues of the Association consist of:
- membership fees of individual members, plus any voluntary contributions from associates;
- donations and subsidies from public bodies, companies, natural persons, etc.;
- donations and bequests, accepted with the benefit of inventory by the Board of Directors in harmony with the statutory purposes of the organization.;
- contributions from the State and other public administrations, also for the carrying out of activities with social aims carried out in accordance with institutional purposes, either by agreement or under an accreditation scheme;
- income from movable and immovable property received by the Association for any reason whatsoever.;
- contributions deriving from the financing of projects and initiatives carried out in accordance with its institutional aims.;
proceeds from public collections carried out occasionally in conjunction with celebrations, anniversaries or awareness campaigns, including through offers of goods of modest value..
Article 6 – Iscrizione
Natural or legal persons who share the aims and purposes of the Association by expressly accepting the Articles of Association and the Internal Regulations can be part of the Association.
In order to obtain the qualification of member, each candidate must submit an application to the Board of Directors of the Association; admission or non-admission will be decided by the Board of Directors.
Honorary members can be those natural or juridical persons who, for the activity carried out in favour of the Association or having made special donations, the Board of Directors will deliberate the membership, even without prior request by the interested parties.
Members who have not submitted their resignation in writing by 31 December of each year will be obliged to pay the membership fee for the following year as well.
The Board of Directors establishes annually the minimum payment fee that the new member must make when joining the Association.
Membership of the Association does not entail any additional financing or disbursement obligations with respect to the original payment. However, it is the right of the members of the Association to make payments in addition to the ordinary ones.
The payment does not create other rights of participation and, in particular, does not create undivided shares of participation transferable to third parties, either by inheritance or by universal succession.
Article 7 – Right and duties of members
Membership of the Association entails the right for the oldest member of age to participate in the management of the Association through the exercise of the right to vote in the Assembly for the approval and amendments of the statute and regulations as well as for the appointment of the governing bodies.
Among the members there is a uniform discipline of the associative relationship and of the associative modalities and everyone is entitled to the active and passive electorate. Any restrictions on participation in the life of the association are expressly excluded. The participation takes place for an indefinite period of time and the temporariness of the associative life is expressly excluded.
The member is required to:
- pay the annual membership fee within the terms set by the Board of Directors;
- the observance of the Statute as well as the resolutions of the Assembly and the Board of Directors.
The qualification of Member is lost due to death, resignation, delinquency, and exclusion decreed by the Board of Directors, in the event that the member loses the requirements for admission or assumes conduct or initiatives contrary to the purposes of the Association or such as to affect the honorability, decorum and good name or in case of repeated violations of the rules of the Statute and the provisions of the Board of Directors for the proper achievement of the purposes of the Association.
The arrears will be established by the Board of Directors with respect to those Members who are in default, even after a reminder, to the payment of the membership or entrance fee or who fail to pay the membership fee for at least two years.
Articolo 8 – Bodies of the Association
- They are bodies of the Association:
- The Assembly of Members
- The Board of Directors
- The President of the Board of Directors
- The Board of Auditors
Article 9 – Composition
- The Assembly, ordinary and extraordinary, is the deliberative body of the association.
- The assembly, ordinary and extraordinary, has the right to intervene all members in good standing with the payment of the membership fee.
Article 10 – Jurisdiction
The Ordinary Assembly resolves:
- on the approval of the final balance sheet and budget of the association;
- on the amount of the annual association fees;
- the appointment and number of members of the Board of Directors and the Board of Auditors;
– on the guidelines of the association’s policy and on the directives for the action to be taken in relation to the association’s aims and on anything else delegated by law or by the Statute and submitted by the Board of Directors.
The Extraordinary Assembly deliberates:
– on amendments to the Memorandum and Articles of Association;
– the possible dissolution of the Association.
Article 11 – Convocation
- The Assembly meet at least once a year to approve the final balance sheet (by 30 April) and the budget.
- The Ordinary and Extraordinary Assembly is summoned by the President of the Board of Directors whenever he deems it appropriate or when a reasoned request is made to the Board by at least 1/5 (one fifth) of the adherents in good standing with the payment of the company dues or by at least 1/3 (one third) of the directors or by the Board of Auditors, by posting the notice of convocation, at least thirty days before the date fixed for the meeting, at the registered office or at the external bulletin board of the Association and by written notice (or other means that the Board of Directors shall deem appropriate) addressed to each member at the domicile indicated in the membership register or other address expressly indicated by the member; the notice of convocation will indicate the place, date and time where the meeting will be held and the agenda.
Article 12 – Constitution and deliberations
- For the validity of shareholders’ resolutions, full reference is made to Article 21 of the Italian Civil Code.
- The ordinary assembly will be regularly constituted with the presence of at least half plus one of the members; in second convocation, to be held at least 12 hours after the first, the resolution is valid whatever the number of participants. In the resolutions for the approval of the financial statements and in those concerning their responsibility, the directors do not have a vote.
- The extraordinary assembly will be regularly constituted with the presence of at least ¾ (three quarters) of the members and the favourable vote of the majority of those present; in second convocation, the presence of at least ¼ (one quarter) of the members will be required.
- Majorities are calculated on the basis of the members present.
- The Ordinary and Extraordinary Assembly, both in first and second convocation, deliberate by a majority of those present; to deliberate the dissolution of the association and the devolution of the patrimony, the favourable vote of at least ¾ (three quarters) of the members is required.
Articolo 13 – Execution and e verbalization
- The Assembly is chaired by the President of the Board of Directors and, failing that, by the Vice President. In absence of all the members of the Board, the Assembly appoints its own President.
- The President of the Assembly appoints, at the beginning of each session, a Secretary who provides for the drafting of the minutes. It is up to the President of the Assembly to ascertain the right to speak at the Assembly.
- The minutes drawn up on the occasion of each Assembly shall be signed by the President, the Secretary and, if necessary, the scrutineers, appointed by the Secretary in case of voting.
Article 14 – Appointment and composition
- The Association is administered by a Board of Directors, made up of at least five members up to a maximum of nine, elected by the Assembly of Members.
- The Board remains in office for one year; the directors can be re-elected.
- In case of resignation or death of a director, the office will be taken over by the members who have obtained the greatest preferences in case of election or, in absence, the Board provides for the replacement by co-optation; the directors elected in this way remain in office until the next meeting that can ratify the appointment.
- The Board elects from among its members a Chairman, a Vice Chairman, a Treasurer, a Secretary. The Board may delegate particular powers, or the performance of particular acts, specifically determined, to one or more Directors.
Article 15 – Jurisdiction
The Board of Directors is invested with every power to decide on the initiatives to be taken and the criteria to be followed for the achievement and implementation of the aims of the association and for its ordinary and extraordinary management and administration.
In particular, the Board:
- has the task to implement the general directives of the Assembly and to promote any initiative aimed at achieving the aims of the association;
- decides on the investments of assets;
- decides on the admission and forfeiture of members;
- decides on the activities and initiatives of the association;
- approves the draft budget, financial statement and balance sheet, to be submitted to the members’ meeting, accompanied by appropriate reports;
- establishes the possible provision of services to members and third parties and the relative rules and procedures;
- appoints and revokes managers, collaborators, consultants, employees and issues all measures concerning personnel in general;
- grants and revokes powers of attorney;
- appoints from among the members the Study Department of the Association, a technical body chaired by the President and composed of the Directors of the various Cultural Departments, whose opinion is binding for those activities of the Board that concern them;
- compiles the internal rules, if any, for the mere functioning of the Association, whose approval is submitted to the Assembly and whose observance is mandatory for all members.
Article 16 – Convening and deliberations
- The Council shall meet as often as the President deems necessary or when requested by at least 2/3 (two thirds) of the members and in any case at least once every three months.
- The Board is convened by written notice from the President at least three days before the meeting and deliberates by absolute majority.
- The Board is chaired by the President, and in his absence, by the Vice President.
Article 17 – The President
- The President of the Association has the power of signature and legal representation of the Association before third parties and in court.
- In exceptional cases of necessity and urgency, the President may also carry out acts of extraordinary administration, but in this case he must simultaneously convene the Board of Directors for the ratification of his work.
- The President convenes and presides over the Assembly and the Board of Directors, takes care of the execution of the relative resolutions, supervises the good administrative performance of the Association, verifies the observance of the statute and the regulations, promotes the reform if necessary.
Article 18 – The Vice-President
- The Vice-President shall replace the President in all his duties whenever he is prevented from exercising his functions. The Vice-President’s intervention alone for third parties is proof of the President’s impediment.
Article 19 – The Secretary
- The Secretary carries out the function of minutes of the meetings of the Assembly and the Board of Directors and assists the President and the Board of Directors in the application of executive activities that are necessary or appropriate for the functioning of the administration of the Association.
- The Secretary is responsible for keeping the minutes book of the Assemblies and the Board of Directors as well as the book of the members of the Association.
Article 20 – Il Treasurer
- The Treasurer is in charge of the management of the Association’s cash register, keeping the accounting records and keeping the related documentation, also with the help of consultants.
- He prepares, from the accounting point of view, the balance sheet and budget, accompanied by appropriate accounting reports.
- It provides for the collection of revenues and the payment of expenses in accordance with the decisions of the Board of Directors.
Article 21 – Books of the Association
In addition to keeping the books prescribed by law, the Association provides for the maintenance of:
– minutes of the meetings and resolutions of the Assembly;
– minutes of the meetings and deliberations of the Board of Directors;
– Minutes of the meetings and resolutions of the Board of Auditors;
– book of the members of the Association.
Article 22 – Board of Auditors
- The management of the Association is controlled by a Board of Auditors, consisting of three members, elected by the Assembly of Members.
- The office of Auditor of Accounts is incompatible with the office of Director.
- The members of the Board of Auditors may be re-elected.
- The Auditors take care of the book of meetings of the Auditors, participate by right in the meetings of the Assembly and the Board of Directors, with the right to speak but without the right to vote, verify the regular keeping of the Association’s accounts and the relative books, and draw up written reports on the financial statements.
Article 23 – Final and provisional budgets and financial years
- The financial year begins on 1 January and closes on 31 December of the following year..
- By 28 February of each year the Board of Directors is convened for the preparation of the final financial statements of the previous year and for the preparation of the budget for the current year to be submitted to the Assembly.
- The balance sheets must be deposited at the Association’s headquarters in the 15 (fifteen) days preceding the Assembly convened for their approval and available to all those who have motivated an interest in reading them.
Article 24 – Operating surplus
- The Association is forbidden to distribute, even indirectly, profits or operating surplus however denominated, as well as funds, reserves or capital during the life of the Association itself, unless the destination or distribution is imposed by law or is made in favor of other non-profit organizations of social utility (ONLUS) that by law, statute or regulation are part of the same and unitary structure.
The Association is obliged to use the profits or surplus for the realization of the institutional activities and those directly connected to them.
Article 25 – Dissolution
- In case of dissolution, for whatever reason, the Association has the obligation to donate its assets to another non-profit organization of social utility (ONLUS) or for public utility purposes, after consultation with the control body referred to in Article 3, paragraph 190, of Law 23/12/96 no. 662 unless otherwise required by law.
- The dissolution of the Association shall be decided by the Assembly, with the majorities provided for the Extraordinary Assembly, which shall appoint one or more liquidators and decide on the devolution of the assets.
Article 26 – Arbitration Board
- Any controversy that may arise for the interpretation and execution of these Articles of Association between the bodies, between the bodies and the shareholders or between the shareholders, must be assigned to the final determination of an Arbitration Board made up of three friendly arbitrators, who will judge “ex bono and ex equo” without procedural formalities, unless contradicted, within 60 days from the appointment.
- Their determination shall have the effect of an agreement directly reached between the parties.
- The arbitrators shall be appointed one by each of the parties and the third by the first two or, failing agreement, by the President of the Tribunal, who shall also appoint the arbitrator for the party which has not done so.
Article 27 – Cross-Reference
For all matters not expressly provided for in these Articles of Association, reference must be made to the rules on entities contained in Book I of the Italian Civil Code and, subordinately, to the rules contained in Book V of the Italian Civil Code and, in any case, to the regulations contained in Legislative Decree 460/97 and subsequent amendments.