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1st DEED Name and site
The Cultural Association Centro Studi e Ricerche Storiche (O.N.L.U.S.) is hereby established as a Non-Profit Organization of Social Utility.
The site is set in Carmagnola (Italy), via Chieri 88/A
Aims and requirements of the Association
The Cultural Association Centro Studi e Ricerche Storiche (O.N.L.U.S.) has exclusive aims of social solidarity; in particular it has the aim of cultivating and promoting any study concerning the human cultural heritage, fostering especially the knowledge, exploitation and preservation of the historical, artistic, archaeologic and ethnographic heritage, both by publishing document sources, original or popularizing studies, and organizing, by itself or with other associations, conferences, exhibits and other events. It is prohibited to conduct different activities from the above mentioned ones, except for those directly connected to the latter. It is prohibited to share, also indirectly, any earnings and budget surplus, unless such a destination or distribution is imposed by law or is made in favour of other O.N.L.U.S.s. Any earning or budget surplus is used exclusively for the pursuance of the institutional cultural aims. It is obligatory to donate the patrimony of the Association to other O.N.L.U.S.s or for public utility purposes in the case of its dissolution for any reason. It is obligatory to draw up an annual budget or account. It is obligatory to make the Association’s name be followed by the phrase "Organizzazione non lucrativa di utilità sociale“ (Non-Profit Organization of Social Utility”) or the acronym “O.N.L.U.S.”.
Life length of the Organization
The Association is permanently established.
Rights and obligations of the Members – terms for their eligibility – withdrawal– expulsion
Natural persons, Associations, or Organizations that share the same aims may become members. The Association is composed of Members who may be ordinary or honorary. The participation in the Association with different aims or on a temporary basis is excluded.
Art. 6 Ordinary Members are those who, by written communication including their name, address, and fiscal number, are admitted to be part of the Association by the Executive Council. The appeal against the decisions taken by the Executive Council about the eligibility of Members is admitted on the occasion of the next ordinary Assembly. The decision of the Assembly is final and unappellable.
Art. 7 Honorary Members are elected among famous scholars of historical studies and among those who have been meritorious to the Association. They are elected by the general Assembly at the Executive Council’s suggestion, they share the same rights of the ordinary Members and are exempted from the annual membership fee.
Members take part to the life of the Association with full rights and concur in establishing choices and orientations. They act personally, spontaneously, and gratuitiously, except for a reimbursement of expenses effectively made and documented within the limits established by the Association or by law. They are obliged to pay the annual membership fee as fixed by the Assembly, that may foresee different amounts for particular categories. The membership fee is not transferable. All Members over eighteen, up-to-date with fee payments, have the right to be electors and candidates in the election of executive organs and in the votation for the approval or changement of the statute and of regulations.
Art. 9 The quality of Member is lost by demission, forfeiture or expulsion. The cause of forfeiture of an ordinary Member is the missed payment of the membership fee for three years. Forfeited members may apply again to the Association by submitting another admission request. The expulsion of ordinary and honorary Members is deliberated by the Assembly at the Executive Council’s suggestion when a member is responsible of acts prejudicial to the proprieties of the Association.
Rules on the organization and the admittance (organs – their composition – powers – functioning terms
Organs of the Association are the Assembly of Members, the Executive Council, the President, and the Board of Accountants and Auditors.
The Assembly
The Assembly is the deliberative organ of the Association and is convened by the President at the date fixed by the Executive Council, by written note, sent to the Members at least fifteen days before the fixed date by mail or other equivalent means (e.g. fax, e-mail, etc.), including the delivery in person to the Member. Every Member is thus obliged to inform the Association on the correct mail address and, if extant, fax number and e-mail address. Members in good standing with the payment fee of the year have the right to be part of the Assembly.
The convocation note of the Assembly indicates the day, hour, place, and the matters on the agenda. The Assembly elects its President and a Secretary.
The Assembly is convened at least once a year within the month of April to discuss and approve the budgets and programmes presented by the Executive Council and any other matter on the agenda.
The ordinary Assembly is validly established at first convocation when the half plus one of Members in good standing with payments is present, also by proxy, and at second convocation, that cannot take place on the same day, if at least three Members in good standing with payments are present, and deliberates with a simple majority. The Assembly convened for statutory changements is validly convocated, both at first or second convocation, with the presence, even by proxy or votation by mail, of at least the half plus one of Members in good standing with payments and deliberates with the votes of at least two thirds of voters. The Assembly deliberating on the liquidation of the Association deliberates with the votes of at least two thirds of Members.
Each Member can be represented in the Assembly by another Member by means of a simple written proxy. Each Member cannot hold more than three proxies. Associations and Institutions participate in the Assembly through their legal representative or a delegate.
Art. 16 The convocation of the Assembly of Members can be requested by sending the request to the Executive Council by registered letter, containing the agenda and signed by at least one third of Members in good standing with payments. The President or a Member appointed by the Executive Council provides to send the convocation within thirty days from the date of receipt of the request.
The Assembly can elect, with absolute majority of the Members present, a honorary President of the Association among the honorary Members. The charge of honorary President is permanent.
For dealing with particular matters, upon deliberation of the Executive Council, it can be established that the Assembly of Members is held by written consultation, i.e. on the base of the written consensus given by Members. The Members legitimated to take part in such decisions are those in good standing with fee payments as per the Members Book records on the day of the beginning of the procedure. The written consultation procedure or the acquisition of the consensus by letter in a non-assembly way is not submitted to any particular limitation, provided that each Member with the right to vote has received adequate information so to take part in the decision. The decision is adopted by written approval of a single document or more documents containing the same text object of the decision.
The Executive Council
The Executive Council, the executive organ of the Association, is elected by secret ballot by the Assembly with simple majority, also by proxy.
The Executive Council is composed of three Councilors elected by the Assembly. The Council elects among its Councilors its President, Secretary, and Treasurer. The President appoints, among the Councilors, the Vice-President who replaces the President for all intents and purposes in case of absence.
The Executive Council is invested with full powers for the ordinary and extraordinary management of the Association and has the right to do all appropriate deeds to achieve its social aims. In particular, it: Deliberates on membership applications and on the expulsion of members. Proposes the amount of the annual membership fee to the Assembly and payment terms. Accomplishes the deliberations of the Assembly. Cares of the ordinary and extraordinaly management of the Association. Plans the activity of the Association. Presents the annual budget and the final budget and the management report to the Assembly for their approval. Deliberates on all what is necessary for the functioning of the Association whenever, by law or Statute, the matter is not competence of the Assembly. Deliberates the promotion or the defence in court, in any tribunal, including Tax Commissions, authorizes to settle and compromise in arbitration, also friendly advisors, authorizing the President to confer all necessary proxies for lawsuits to lawyers or to other categories of professionists and to appoint arbitrators. Deliberates the employment of workers or cooperators, authorizing the President to sign employment letters, cooperation contracts, and to do all deeds necessary with Health and Security Authorities. Deliberates on the stipulation of insurance contracts, authorizing the President to sign such documents.
The Executive Council is convened by the President (or, in case of absence, by the Vice President) whenever necessary, by means of a convocational letter containing the matters to discuss.
The regularly convened Executive Council can validly deliberate with the presence of at least two thirds of the Councilors in charge and with the vote of the majority of the participants.
The decisions adopted by the Executive Council are documented by the minutes signed by the President and the Secretary. The President can ask the other Councilors participating to sign too.
The Executive Council is in charge for three years and its Councilors are all re-electable.
The Executive Council has the right to refer to the Councilors or Members of the Association the fulfilment of particular duties and jobs. The Executive Council can constitute study committees open to non-members too, if retained competent, for specific duties to be accomplished. In case of the appointment of Commissions, they cannot last longer than the charge of the Executive Council.
Art. 27 The Executive Council cares of the publication of studies commissioned by the Association and of any other research. Authors hold the moral right as authors, while the property rights and any other publication or reproduction rights pertain to the Association, that is free to dispose of the publications as it wishes. The Executive Council establishes the publishing rules, the cooperation modes in the studies, examines the manuscripts sent for publication and decides, unappealably, what studies can be published under the patronage of the Association.
With respect to the statute’s articles, special regulations may be prepared for assembly procedures; the management of the Association; election modalities and functioning of the Executive Council; appointment of Commissions with specific tasks, that cannot last longer than the charge of the Council; the organization and functioning of the Association’s library. Such regulations, proposed by the Executive Council, will be in force after the approval by the Assembly.
The President
The President (or, in case of absence, the Vice-President): Represents the Association in the presence of a third party and before the court. Convenes the Assembly of Members and the Executive Council. Chairs the Executive Council. Fulfills the deliberations of the Executive Council. Directs the editing and keeping of the Association’s books. Coordinates the activity of the Association.
Art. 30 The President is in charge for three years and is re-electable.
The Assembly of Members, with the votes of the majority of participants and for justified reasons, can remove the President.
The Board of Accountants and Auditors
The Board of Accountants and Auditors is composed of a President and two Members, who are elected with the same mode of the Executive Council by the Assembly of Members from a shortlist of persons of qualified expertise, who may also be non Members. It has the duty to verify the correct keeping of accounts. It draws up a report to be presented to the Assembly. It lasts in charge as long as the Executive Council and its Members are re-electable.
Gratuity of social charges
All charges and assignments are free, excepting the reimbursement of expenses, actually made and proved, for carrying out duties expressively authorized by the President of the Executive Council and only for functions concerning the charge held.
Responsibilities
The Association is liable, with its assets, of damage caused by the failure to comply with agreements and contracts it has concluded. The Association, on deliberation of the Executive Council, can insure itself against damage caused by contract and extracontract responsibilities.
Economic Resources
The Association can purchase movables, and registered movables and immovables. All the Association’s possessions are listed in a proper inventory, that is deposited in the base of the Association and can be consulted by all Members.
The contributions of Members are represented by the subscription fee and the annual membership fee, the amount and the payment terms of which are established by the Assembly at the Executive Council’s suggestion.
Contributions, donations, and any kind of money input, made by public or private organizations or natural persons, including legacies, are accepted by the President, upon deliberation of the Executive Council. The Executive Council deliberates on their use, in harmony with the statutory aims of the Association.
Budget and Annual Report
Within the 31st of March of every year, The Executive Council draws up a financial report and a budget, complete with a report on the management of the Association. A report will be deposited also by the Board of Accountants and Auditors. The budget and all reports will be submitted for approval by the Assembly of Members convened for this purpose. Reports and budget must be kept in the base of the Association fifteen days before the date fixed for the Assembly. Any earning or budget surplus, that is possibly provisionally recorded in a contingency fund, must be used for the realization of activities pertaining to the Association or directly connected to them, following the terms and decisions of the Executive Council.
Extinction of the Association – Devolution criteria of possessions and possible budget surplusses
The Assembly deliberating the dissolution of the Association, deliberates with the majority foreseen in art. 14 and appoints by absolute majority one or more liquidators and confers them the powers. In the case of extinction for any cause, the patrimony of the Association will be donated to other non-profit organizations of social utility with the preference for other associations or organizations with analogous aims or aims of public utility, upon the advice of the inspection organization, as per art. 3, paragraph 190 of the Italian law of 23 December 1966 no. 662, excepted any other different destination imposed by the law. |
