ART. 1 – (Name and registered office)

1. The cultural association, called REGINA SAPIENTIAE, is constituted, a de facto free association, apolitical, non-partisan, with unlimited duration in time and non-profit, regulated in accordance with title I chap. III art. 36 and following of the Civil Code, as well as by the following Statute. The Association is based in Taranto, via Mediterraneo nr.68. The Board of Directors may set up secondary offices, offices and representations in other Italian and foreign locations. The Association may join, with a resolution to be adopted by the Board of Directors, other associations or entities where it is useful for the achievement of the association's purposes.

 

ART. 2 - (Purpose)

1. The association is apolitical, non-partisan, non-profit and carries out cultural activities;

2. The aims that it proposes are in particular: to promote, sponsor, sponsor and share cultural initiatives of a historical, literary, musical, scientific and educational nature of individuals, or of other Associations and/or Organizations having the same purposes, deemed useful for the of the diffusion of education and culture in general, of social utility and solidarity, on the national territory and abroad.

 

ART. 3 - (Members)

1. All natural persons, of sound and proven morality, who share the aims of  this Association, who accept this Statute, any internal regulation, who present a regular application for admission and that they undertake to pay the envisaged admission fee and the annual fee;

2. Minors can also be admitted, starting from the age of 14 (fourteen), who will be required to pay 50% of the fees envisaged for adults. For minors, the written consent of both parents is required. Even minor members must comply with what is indicated in the previous point. Members under the age of 18 DO NOT have the right to any type of vote in the Association and cannot be elected to any internal office;

3. Admission as a member is decided at the discretion of the Board of Directors or the President. Any refusal will not be motivated;

4. In the application for admission, the applicant must: 1) indicate complete personal details, guaranteed by a copy of a valid identification document; 2) indicate noble and academic titles; 3) undertake to pay the entrance fee (one-off) and the annual membership fee, which will be established by the Board of Directors and communicated annually to the Members. In case of lack of communication, the annual fee is understood to be confirmed in the previous measure; The duties of the Member are: a) to contribute to the achievement of the association's objectives; b)contribute to the conception and realization of the associative initiatives; c) comply with the directives of the Corporate Bodies; d) attend the Assembly and respond to summons from the Corporate Bodies; e) undertake to preserve the dignity and honor of the Association; f) contribute to the financing of the Association through the membership fee and in any case by following the directives of the Board of Directors in this sense. The rights of the Member are: a) to apply for corporate positions; b) contribute to the decisions in the Assembly by voting; c) contribute to the determination of the associative life, presenting proposals and motions in the Assembly, involving other members, proposing to the President or the Board of Directors collaborations with third parties; d) access the associative structures, where available; e) attend, as an auditor, the meetings of the Board of Directors.

5. There are FIVE categories of members:

 

        Founders: are those who found this Association;

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       Sympathizers: minors under the age of 18 admitted in accordance with the provisions of this Statute;

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       Ordinary: are those who pay the registration fee annually established by the Assembly;

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       Supporters: are those who, in addition to the ordinary quota, make extraordinary voluntary contributions;

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       Fees: are those who are offered entry into the Association for particular personal merits, in the field of -3194-bb3b-136bad5cf58d_         _cc781905-5cde-3194-bb3b- of social utility.

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1. The Association also provides for the granting of Merit to natural or legal persons. There are 3 categories of Merit, which can be granted by the Board of Directors or by the President with motu proprio, in order to reward those who have achieved particular merits towards the Association, or in the field of promotion, sponsorship, sponsorship and sharing of initiatives cultural of a historical, literary, musical, scientific and didactic nature, deemed useful for the "REGINA SAPIENTIAE" cultural association, or for the purposes of disseminating education and culture in general and in the field of social utility. These categories of Merit, provided in increasing order of importance in Bronze, Silver and Gold, are accompanied by the relative diploma signed by the President and the Secretary/a and (if feasible) by a commemorative medal in the color of the relative metal;

2. Membership is open-ended, without prejudice to the right of withdrawal. Said right can be asserted, at any time, by written communication, to be sent by registered letter with return receipt, addressed to the President or to the Board of Directors. The resigning member is in any case required to pay the membership fee for the current year and will not be entitled to any reimbursement of what has already been paid;

3. Failure to pay the annual fee for TWO consecutive years will result in the definitive exclusion of the Member from the REGINA SAPIENTIAE Association without notice;

4. The association provides for the non-transferability of the membership fee or contribution with the exception of transfers due to death and the non-revaluability of the same.

 

ART. 4 - (Rights and duties of members)

1. Members are required to behave with dignity and respect for other Members, as well as for subjects external to the Association and morally irreproachable in any context. The Board of Directors or the President alone reserve the right to independently examine any behavior of Members not in line with what has been described up to now and to evaluate their possible irrevocable expulsion from the Association, even for events that have occurred or behavior outside the context of the this Association;

2. Members have the right to elect the corporate bodies and to be elected in them, subject to express candidacy which must take place by written communication, sent to the President or to the Board of Directors, by registered letter with return receipt, at least 30 days. before any meeting/voting;

3. All members have the right to be informed about the activities of the association. This communication will take place by e-mail to the address which will be communicated at the time of admission of the shareholder, or which will be replaced by another valid and ascertainedly functional one;

4. The President, the members of the Board of Directors and all the other Members have the right to be reimbursed for the expenses previously authorized by letter from the President or the Board of Directors and actually incurred in carrying out the activity performed. This information will be communicated annually to all members, by means of a report sent to the e-mail box referred to in the previous point;

5. Members are required to pay the membership fee within the established terms and comply with this statute and any internal regulations;

6. The terms for the payment of the annual membership fee are established between January 1st and March 31st of each year. In the event of non-payment, the Member will be considered "defaulting" starting from 1 April of the same year and any TWO years will be calculated from that date, after which the Member will be disbarred from the Association "for non-payment", without notice and /o communication;

7. Members who join the Association from 1st October are NOT required to pay the annual fee for the current year. Their fee paid for joining the Association will be useful for the entire following year, including the current months of November and December;

8. The President, the President Emeritus, the Founding Members and the Meritorious Members are NOT required to pay the annual fee;

9. Members will carry out their activities in the association exclusively on a personal, voluntary and free basis, on a non-profit basis, even indirectly, based on personal availability.

 

ART. 5 - (Withdrawal and exclusion of the shareholder)

1. The member can withdraw from the association by written communication to the Board of Directors.

2. The member who contravenes the duties established by this Statute can be excluded from the Association, by expulsion order, as indicated in the previous point 1 of article 4 of this Statute. The expulsion will be preceded by a letter requesting explanations, to which the Member may (if deemed) respond within 30 days. This answer will be examined by the President and/or by the Board of Directors, which will take the irrevocable decision of maintaining the Member in the REGINA SAPIENTIAE Association or expelling him. The hypothesis of temporary "suspension" is envisaged as a measure for remediable behaviour. The duration of the suspension will be decided by the President and/or the Board of Directors;

3. When the suspension / expulsion is deliberated by the Board of Directors, it will take place with a secret vote and after hearing / reading the justifications of the interested party. The interested party may appeal to the President and/or the Board of Directors within 30 days. from the communication of the suspension/expulsion, justifying it with a certifiable written communication addressed to the aforementioned. The final answer will be sent to the interested party within 30 days. from the date of receipt of the appeal.

Appeal to the ordinary judge is not permitted.

 

ART. 6 - (Corporate bodies)

1. The organs of the association are:

• President;

• President Emeritus;

• Secretary;

• Board of Directors;

• Board of Arbitrators;

• Shareholders' Meeting.

1. All corporate offices are assumed free of charge.

 

 

ART. 7 - (Assembly)

The Assembly is the sovereign body of the association and is made up of all members.

1. It is convened at least once a year by the President of the association (or whoever takes his place), by means of a written notice to be sent by e-mail at least 10 days before the date fixed for the meeting and containing the agenda some jobs; The Assembly is also convened at the request of at least one third of the members or when the Board of Directors deems it necessary;

2. The Assembly can be ordinary or extraordinary. The one convened for the modification of the statute and the dissolution of the association is extraordinary. It is ordinary in all other cases.

 

 

ART. 8 - (Duties of the Assembly)

1. The assembly must:

• Approve the final and budget account statement;

• Fix the amount of the annual membership fee;

• Determine the general programmatic lines of the association's activity;

• Approve any internal regulation;

• Deliberate definitively on applications for new membership and on the exclusion of members, when this has not already been done by the President and/or the Board of Directors, or only on their explicit request;

• Elect the President and the Board of Directors;

• Deliberate on anything else required by law or by statute, or submitted to its examination by the Governing Council.

 

ART. 9 - (Validity of Shareholders' Meetings)

1. Without prejudice to the convocation of any Extraordinary Assembly, in order to be able to convene any Assembly it is necessary to reach a minimum of 30 (thirty) Ordinary Members, Supporters or Institutions, duly registered;

2. The Members' Assembly is made up of persons and bodies duly registered and cannot be held unless presided over by the President. For the Assembly to be valid on first call, at least half of the non-defaulting members must be present or represented +1 and resolutions will be taken by majority vote. In the event of a second call, the Assembly will be valid whatever the number of non-defaulting Members present or represented. The resolutions having as their object modifications of the present statute must in any case be taken with the favorable vote of at least two thirds of the non-defaulting Members present;

3. No more than TWO proxies are allowed for each member;

4. The resolutions of the Ordinary Assembly are taken by the majority of those present and those represented by proxy; they are expressed with an open vote except those concerning people and the quality of people (or when the Assembly deems it appropriate);

5. The extraordinary assembly approves any amendments to the statute with the presence of half +1 of the members and with a deliberate decision by the majority of those present; dissolves the association and devolves its assets with the favorable vote of ¾ of the members.

 

ART. 10 - (Secretary and Recording)

1. The discussions and resolutions of the Assembly are summarized in minutes drawn up by the Secretary and signed by the President; each Shareholder has the right to consult the minutes and to obtain a copy;

2. The prerogatives of the Secretary are: a) To preside over and convene the Board of Directors and define the agenda; b) The eventual appointment of the Vice-Secretary and the Treasurer as members of the Secretariat; c) Open and close bank and postal accounts as well as proceed with collections; d) Sign any deed concerning the Association, subject to the authorization of the Board of Directors. Safeguard the archives and all documentation, including the Association's accounting documents. The Secretary can give the Members a special power of attorney for the management of the activities, subject to the approval of the Board of Directors or of the President alone. In case of lack of the figure, or due to absence or impediment of the Secretary, all the powers due to him, in the context of the meetings of the Board of Directors, are devolved to the Deputy Secretary. In the absence of both, to the most senior member of the Board of Directors.

 

ART. 11 - (Board of Directors)

1. The Board of Directors is made up of THREE Members elected by the Assembly;

2. The Board of Directors is validly constituted when the majority (50% + 1) of the members is present. In the event that the board of directors is composed of only three members, it is validly constituted when all are present. It decides by majority of those present;

3. The Board of Directors performs all acts of ordinary and extraordinary administration, not expressly delegated to the Assembly; draws up and presents to the assembly the annual report on the association's activity, the final balance and budget;

4. The Board of Directors remains in office for FIVE years and its members can be re-elected for 02 (two) mandates, except for renunciation/resignation.

 

ART. 12 - (President)

1. The President remains in office for TEN years from his appointment and can be reconfirmed, without mandate constraints, for a similar period;

2. He is the legal representative of the association, presides over the Board of Directors and the Assembly, convenes the Assembly of Members and the Board of Directors both in the case of ordinary and extraordinary convocations;

3. He can be replaced in office with the unanimous vote of the Extraordinary Shareholders' Meeting, specifically called and without other items on the agenda, the decision of which must be confirmed by the Board of Directors within 30 (thirty) days from the vote of the Assembly ;

4. The figure of the President Emeritus is envisaged, who can be elected by the Shareholders' Meeting, even extraordinary, with at least ¾ of the votes;

5. The President Emeritus participates in the Assembly with the right to vote and to elect and stand for election and participates in the Steering Committee with consultative and propositional functions. The office of President Emeritus does not expire;

6. The President has the following prerogatives: a) To convene and preside over the assembly and define the agenda, having acquired the opinion of the Board of Directors; b) Approving or rejecting proxies; c) Convene and preside over the Board of Arbitrators, if required, and define its agenda; d) Appoint the Auditor; e) Appoint the Vice-President(s) as members of the Presidency; f) Appoint, remove, replace, the figure of the Secretary, the Vice President and the Members of the Board of Arbitrators.

 

ART. 13 - (Economic resources)

The economic resources of the association consist of:

1. Membership fees and contributions;

2. Contributions from private individuals or organizations, associations, etc.;

3. Inheritance, donations and bequests;

4. Other income compatible with the legislation on the subject.

1. The association is ABSOLUTELY PROHIBITED from distributing, even indirectly, profits and operating surpluses as well as funds, reserves or capital during the life of the institution, in favor of directors, members, participants, workers or collaborators and in general to third parties , unless the destination or distribution are imposed by law, or are carried out in favor of Entities which by law, statute or regulation, are part of the same unitary structure and carry out the same activity, or other institutional activities directly and specifically required by current legislation;

2. The association has the obligation to reinvest any profits and management surpluses exclusively for the development of activities functional to the pursuit of the purposes indicated in point 2 of the previous art.2.

 

 

ART. 14 - (Economic-financial statement)

1. The economic-financial report of the association is annual and runs from January 1 of each year. The final account contains all the income and expenses incurred relating to the past year;

2. The estimate account contains the expenditure and income forecasts for the following year;

3. The economic-financial statement is prepared by the Board of directors and approved by the ordinary general meeting with the majorities provided for by this statute, deposited at the headquarters of the association at least 20 days. before the meeting and can be consulted by each member;

4. The final account must be approved by 30 April of the year following the close of the financial year.

 

ART. 15 - (College of Arbitrators)

1. The Board of Arbitrators, if it deems necessary to form it, may be composed by appointing from three to five Members chosen from among those with voting rights. It remains in office for two years and its members are elected by the Assembly. The role of member of the Board of Arbitrators is incompatible with that of member of the Board of Directors. The Board of Arbitrators decides by majority of those present, in the event of a tie, the thesis supported by the President prevails. The Board of Arbitrators is the guarantee body of the Association, as regards the activity of the associative bodies and the relationship between them and the individual Members. The members of the Board of Arbitrators must meet the requisites of respectability and honorability. They must be recognized among the Members as active members and appreciated in the Association for clear and evident moral qualities. The prerogatives of the Board of Arbitrators are: a) The evaluation of the appeals of the Members with respect to the resolutions of the Board of Directors b) The resolution of internal disputes c) The injunction of disciplinary measures in a definitive and unquestionable form d) The revocation of offices in the event of very serious violations of the Statute or injury to the reputation of the Association.

 

 

ART. 16 - (Extraordinary management)

1. Extraordinary management is determined in the following cases: a) Suspension or dismissal of the Secretary or of the majority of the members of the Board of Directors; b) Resignation of the Secretary or of the majority of the members of the Board of Directors. In the event of extraordinary management, all powers will be devolved to the Board of Arbitrators. Within 120 days, new elections must be called for the members of the Board of Directors;

 

 

ART. 17 - (Disciplinary sanctions)

1. The following disciplinary measures are: a) Formal reprimand; b) Economic sanction; c) Prohibition from specific activities and/or from the use of associative structures; d) Freezing of votes in the Shareholders' Meeting; e) Suspension from corporate office; f) Dismissal from corporate office; g) Expulsion from the Association. A formal warning is understood as a written document drawn up by the Board of Directors aimed at highlighting specific non-fulfilments with respect to the statute, the regulations, the directives of the corporate bodies. An economic sanction means the obligation to pay an extraordinary fee into the Association's coffers. The economic sanction is imposed by the Board of Directors, which establishes its entity. Interdiction is understood to be the provision taken by the Board of Directors aimed at excluding the individual Member from carrying out a specific activity or from using an associative space. The disqualification is imposed by the Board of Directors in case of serious breaches. Its duration is established by the Board of Directors. The freezing of votes, suspension from office, removal from office, expulsion may be issued by the Board of Arbitrators in the event of very serious breaches. Vote freezing and suspension are temporary measures; the dismissal and expulsion are final. Each Member may challenge a provision against him before the Board of Arbitrators, or in the absence of this before the Board of Directors, which has the right to revoke or modify the provision.

 

ART. 18 - (Dissolution and transfer of assets)

1. The eventual dissolution of the Association will be decided by the Assembly with the modalities of the art. 9 or by the Board of Directors with a unanimous vote, with ratification by the President, without which the dissolution of the Association cannot take place. If so, the dissolution decision will be irrevocable.

2. In the event of dissolution for any reason, the association has the obligation to devolve the assets of the non-commercial entity to another non-commercial entity which carries out a similar institutional activity, unless otherwise required by law, with similar purposes or for the of public utility, having heard the control body referred to in article 3, paragraph 190, of the law of 23 December 1996, n. 662, and unless otherwise required by law;

 

ART. 19 - (Final provisions)

For anything that is not expressly provided for in this statute, the provisions of the Civil Code and applicable laws apply.