Statute

S T A T U T E

Article 1

Name, location and duration

The association is called ” Azione per un Mondo Unito – ONLUS “, abbreviated to “AMU” and its registered office is in Grottaferrata (Rome, Italy).
Other headquarters, branch offices, delegations, operational units or similar can be established in Italy or in other countries by resolution of the Board of Directors.
The Board of Directors approves the changes of the registered office in the same municipality.
The duration is unlimited.

Article 2

Purpose

The Association is a non profit-making organisation, socially useful and established according to the Law n. 460/97 and its subsequent integration and alterations.
The Association has the purpose of fostering the development of humankind in such a way that each people can fully play its irreplaceable function in the union of the peoples and can achieve its own prosperity in virtue of its ability to share its peculiar richness with the rest of humankind.
The goal that the Association aims to achieve and maintain, as an institutional mission, is the attainment of the highest possible degree of reciprocity between persons, communities and peoples, in a free, equal and generous exchange, fully convinced of the moral and material wealth.
To achieve its purpose, the Association shall promote and carry out initiatives aimed at:

a) Implementing programmes of economic and productive co-operation aimed at promoting development, especially in those countries which are experiencing a difficult economic situation.

b) Implementing programmes of technical co-operation at all levels of education in view of professional training in developing countries, including scholarships and special courses, particularly for young people.

c) Implementing programmes of socio-economic development in the fields of agriculture, education, food, basic health care, craftsmanship and housing.

d) promote and support projects of solidarity and partnerships between communities and groups in favour of children, families and communities, through the implementation of food security, literacy and school attendance, educational, health, recreational, economic and financial programmes;

e) promote activities implementing the principle of subsidiarity of Intercountry adoption in the countries of origin of the minors and engaging in international adoption services;

f) Promoting civil voluntary service in and for developing countries in accordance with the laws in force, taking care of the volunteers’ formation and professional training, also having recourse, if needed, to specific agreements with well-tried bodies in matter of selection, training and sending of candidates. The Association, in the conviction that long-term voluntary missions are more valuable, will set up conditions for voluntary service by complete families.

g) Increasing public opinion awareness with regard to co-operation, development and culture of dialogue among peoples, also by means of publishing initiatives implemented directly or indirectly.

h) Organising activities of training and updating for technical-auxiliary executive, teaching and administrative staff belonging to schools and educational institutions at all levels on topics such as education to development, world-wide and intercultural dimension, environment and all the other issues aimed at fostering dialogue among peoples.

i) Organising meetings, debates, courses, congresses, and artistic and cultural events on the topics of point (h) addressing students, teachers, parents, educators and all persons concerned.

j) Promoting and supporting:

– assistance and formation of young people

– exchanges among young people at a European and extra-European level

– voluntary service in Italy and in Europe, especially addressing young people

– assistance and formation of immigrants

– community experiences of work and study, demonstrations, shows, and meetings on a local, national and international level in tune with the purposes of the Association

– teaching of foreign languages and cultures aimed at improving reciprocal knowledge among peoples, with a special focus on the teaching of Italian for foreigners in Italy and abroad, in all places where the Association works.

The Association intends to accomplish these tasks also in connection with other bodies, movements and groups whose purposes are similar to hers, in Italy and abroad.
The Association may carry out any action, act or business being directly or indirectly instrumental to the pursuit of its institutional purposes.
The Association may ask for the support of professionals, specialised bodies, university departments and research institutes, also through specific agreements and arrangements.
The Association may not carry out activities which are different than those aimed at pursuing its purpose of social solidarity. Nevertheless, the Association may carry out activities which are directly connected to its institutional initiatives or accessory to the latter – as far as they integrate them – in compliance to Italian Government’s Decree n. 460/97 and subsequent integration and alterations.

Article 3

Property and financing

The Association’s property shall be made up of:

– contributions of the associates

– any income due to services performed by the Association or to activities which are directly connected to its institutional initiatives

– any generous giving coming from public or private subjects, donations, inheritance and legacy

– from any operating surpluses.

The acceptance of any contribution or giving which is submitted to specific conditions shall be subordinate to a resolution of the Board of Directors.

It is forbidden to distribute, even indirectly, operating surpluses, funds, reserves or share capital, unless it is in favour of other non-profit organisation.

Any surplus funds should be allocated for the realization of the institutional activities or those directly connected to them.

Article 4

Adhesion to the Association

The associates can be natural or legal persons – either public or private – who accept the Statute.
The application must be presented to the Board of Directors, whose decision for or against acceptance is unquestionable.
The volunteers mentioned in Article 2 can also be non associates.

Article 5

Rights and duties of the associates

The associates have the same rights and duties and participate at an equal level to the activities of the Association. Adhesion to the Association implies the obligation for the associates to abide by the Statute and the resolutions of the bodies provided for by the latter and, in general, to comply with all the obligations which their status of associates implies.
The associates that are legal persons have right to only one vote in the Assembly. They shall take part in the Association’s activities through their representatives, whom they will have specifically selected for this purpose.
The persons appointed in accordance with the previous subsection shall participate in the Assembly and may be elected as members of the bodies provided for by the Statute. Any revocation or waiver to the appointment also implies compulsory resignation from the office one holds in the Association.

Article 6

Withdrawal and exclusion from the Association

The faculty of withdrawing from the Association can be exercised in any moment.
The Assembly may deliberate upon the exclusion of an associate for serious reasons by a vote in favour of two thirds of the associates taking part in the meeting.
The quality of associate is not transmissible.
The members who do not participate in person or by proxy at the Meetings for three consecutive times without written justifiable reason, can be considered dismissed from the Board of Directors.
Withdrawal, exclusion or any suspension of belonging to the Association under no circumstances shall imply the return of membership fee, as the latter shall remain part of the Association’s wealth.
Fees are not subject to revaluation.

Article 7

External contributors

The Association is allowed to benefit from economic or in kind contributions coming from natural or legal persons – either public or private – who, even not being members of the Association, offer their help or give donations in favour of activities or initiatives undertaken by the Association.

Article 8

Bodies of the Association

The bodies of the Association are:

– Assembly of the associates

– Board of Directors

– Board of Auditors

Article 9

Assembly of the Associates

Every associate has right to one vote and may not represent, by proxy, more than five associates. The dispatch of the delegation may also occur through fax or e-mail or other electronic means.
The proxy can be conferred only to another associate.
The Assembly shall be chaired by the President of the Board of Directors or by the person who shall act as his/her substitute in accordance with Article 11, i.e., if the Vice-president is absent, by the Counsellor Senior.
It is possible to participate to the Meetings even via teleconference.
The Assembly of the Associates:

– shall determine the total number and shall appoint the members of the Board of Directors

– shall appoint the members of the Board of Auditors and its President

– shall establish the operational policy of the Association and its programmes of activity

– shall deliberate upon the statement of resources and their application as to the accounting period referring to the annual closing on December 31 of every year as well as upon any budget surplus, which shall be appropriated exclusively to the implementation of the activities mentioned in Article 2

– shall deliberate upon any alteration of the memorandum of association and the statute

– shall deliberate upon any responsibility of the members of the Board of Directors

– shall deliberate upon any other item concerning the management of the Association which shall be submitted to its consideration by the Board of Directors or by the Board of Auditors

– shall deliberate upon the appointment and the power of liquidators.

The Assembly – both for ordinary and special sessions – shall be summoned by the President or, if the latter is absent, by the Vice-president.
The ordinary session of the Assembly shall be summoned at least once a year (before April 30) to deliberate upon the balance sheet.
The Assembly shall be summoned every time that it is deemed necessary, i.e. on request of the Board of Directors, the majority of the members of the Board of Directors, or at least one tenth of the associates.
The Assembly is convened either by postal mail containing the agenda, sent at least ten days before, or by fax, electronic mail or other electronic means at least five days before.
The resolutions of the Assembly’s ordinary session shall be hold in first convocation by a majority vote and in the presence of at least half of the associates. In second convocation, the resolution shall be deemed valid irrespective to the number of associates who will be present. In the resolutions of adoption of the balance sheet and in those concerning their own responsibilities, the members of the Board of Directors have no right to vote.
During its special sessions, the Assembly shall deliberate upon any alteration of memorandum of association and statute, as well as upon the following items: dissolution or transmission of partnership property, liquidation, and appointment and powers of the liquidators.
Any alteration of the memorandum of association and the statute requires the presence – in person or by proxy – of at least half of the associates increased by one unit and the vote in favour of the majority of those present.
The Assembly’s resolutions shall result from the minutes, duly signed by the President and the Secretary. The Secretary’s functions may be undertaken by a notary public or by an associate chosen by the President.
In case of dissolution, the partnership property shall be transmitted to another non profit-making organisation or to purposes of public usefulness, after having consulted the Authority which is competent by law.

Article 10

The Board of Directors

The Board of Directors shall be made up of at least five members who shall be chosen among the associates.
The members of the Board of Directors have a three-years term office, may be re-elected and may be revocated in any moment for true and just cause by the Assembly.
The Board of Directors shall be empowered to carry out all the acts that are necessary for the implementation of the statute and the Assembly’s resolutions, to watch over the good administration of the Association, as well as to carry out any other operation which is directly or indirectly instrumental to achieving the Association’s goals, with the exception of what is reserved to the other bodies in accordance with the statute and the laws in force.
In particular, the Board of Directors has the following tasks:

– to elect – among its own members – the President (who shall also act as the President of the Association) and the Vice-president, who shall replace the former in case of his/her absence or impediment

– to propose programmes of activity

– to prepare the statement of resources and their application before December 31 of every year, to be submitted to the Assembly for approval before April 30 of the following year

– to hire employees and establish their wages, or to confer to third parties the services which are instrumental to the activities carried out by the Association

– to decide as to professional, legal, technical or other collaborations to be entrusted to persons outside the Association

– to delegate powers of its own to the President, to the Vice-president and, if necessary, to other members of the Board of Directors, and to establish the limits of those powers. It may confer special proxies to third parties for specific assignments.

The Board of Directors shall be summoned and chaired by the President or, in case of absence or impediment of the latter, by the person who shall act as his/her substitute in accordance with Article 11.
The convocation is sent by postal mail no later than five days before or by telephone, fax, e-mail or other electronic means at least twenty-four hours before.
The Board of Directors shall meet on the President’s convocation and every time a convocation is requested by one member of the Board of Directors or by the Board of Auditors.
The resolutions of the Board of Directors shall be validly adopted by absolute majority, with the presence of the majority of the members in office. In case of parity, the vote of the President shall prevail.
If one or more of its members withdraw from their office during the accounting period, the Board of Directors may replace them with a resolution which shall be submitted to the Board of Auditors for approval. The members of the Board of Directors who shall be elected by following the abovementioned procedure shall remain in office until the following meeting of the Assembly. If the majority of directors are not present, the entire board is considered dismissed.
The Board of Directors may establish an Executive Committee made up of some of its own members and may delegate some of its own powers to the latter.

Article 11

The President of the Association

The President of the Board of Directors shall also be the President of the Association.
The legal representation of the Association shall be conferred to the President and to the Vice-president separately.
In case of his/her absence or impediment, the function of President of the Association and President of the Board of Directors shall be taken upon by the Vice-president or, in case of absence or impediment of the latter, by the senior member of the Board of Directors.

Article 12

The Board of Auditors

The Board of Auditors shall be made up of three active members and two substitutes. They could be non members of the Association. The members of the Board of Directors and its President shall be appointed by the Assembly of the Associates. They have a three-year term office and may be re-elected.
The functions and competencies of the Auditors are regulated by art. 2937 ff. of the Civil Code insofar as they are compatible with the law about associations and with this statute.

Article 13

Gratuitous character of the Association’s offices

The function of President and member of the Board of Director and that of President and member of the Board of Auditors shall be undertaken gratuitously, except for the refunding of office-related expenditure.

Article 14

Regulation relating to the Civil Code

As far as all that is not explicitly provided for by the statute is concerned, one shall refer to the Italian Civil Code, Book I, Title II, Chapter II and relative rules for implementation.

Article 15

Dissolution of the Association

The Assembly, in the course of a special session meeting, shall deliberate upon the dissolution of the Association by the majority provided for in Article 9; it shall make provision for the transmission of the partnership property as laid down in the last subsection of the abovementioned article and shall appoint the liquidators.