Centro per la Pace "Annalena Tonelli"

Statute of the Association of Social Promotion

“CENTRO PER LA PACE FORLI’ –APS” named after ANNALENA TONELLI

Art. 1 – Name and principles

In the spirit of the Universal Declaration of Human Rights (approved by the UN in Paris on December 10, 1948) and of the Constitution of the Republic of Italy, an independent of any political party Association of Social Promotion denominated: “Centro per la Pace Forlì - APS” named after Annalena Tonelli (hereafter, the “Association”) has been constituted pursuant to articles 36 and following of the Italian Civil Code, to the national law no.106 of 6 June 2016 and to the Leg. Decree no. 117 of 3 July 2017, as amended by the Leg. Decree no.105, 3 August 2018.

Art. 2 - Seat and Duration

The Association has its registered office in Forlì (FC). A possible relocation of the seat within the same Municipality, approved by the ordinary General Assembly, is not to be construed as amendment of this Statute. The Association is created for an indefinite period of time.

Art. 3 - Scope and Means

The Association has no profit purposes and pursues civic, solidaristic objectives of social utility through activities of general interest in favour of its own members, their relatives as well as third parties.These are implemented in full respect of its members’ liberty and dignity and they are inspired by principles of democracy and equality among all members. In the elaboration and management of the programming tasks, the Association aims at promoting and spreading the culture of solidarity and at educating at nonviolence as instrument to managing conflicts and transformation and multicultural and multiethnic integration, with the purpose of making our towns “open towns”. These shall be both places of integration and experimentation of peace-building policies, in constant connection with other towns and peoples coming from other regions of the world, and places where dialogue among different cultures present in the area is fostered, enabling citizens to learn about themselves and integrate themselves in the respect of every individual’s’ identity.

The objective of the Association is the implementation of the principles of peace, cultural pluralism and solidarity among people, as well as the promotion of the development of human personality in all its shapes and the removal of hurdles which impede the implementation of the principles of freedom, equality in social dignity and opportunities.

In order to achieve this, the Association favours the exercise of the right to health, social protection, education, culture, together with the enhancement of professional attitudes and abilities.

In addition, the Association aims at the involvement of associations, organisations belonging to the third sector, groups, single individuals interested in the objectives promoted by the Peace Center as a place of meeting, knowledge and experience-sharing, and a workshop of intercultural planning to promote active citizenship. By organising and implementing initiatives focusing on information, documentation, experimentation - in collaboration with the local partners, the Association operates for the promotion of sustainable models in terms of environmental impact and fair distribution of resources.

The Association puts into action one or more of the following activities of general interest:

organisation and management of cultural, artistic and recreational activities of social interest (ex art. 5, para. 1, letter i);
organisation of cultural activities with particular focus on the spread of the culture of volunteering, nonviolence, unarmed defence and of peace among peoples (ex art. 5, para.1, letter v);
promotion and protection of human, civil, social and political rights (ex. art 5, para. 1, letter w);
enhancement of both formal, non-formal and informal education, training through activities in schools about education to peace and development, by privileging experimental methods through specific programmes (ex. art 5, para. 1, letter d);
activation of programmes on formation and international cooperation focused on peaceful coexistence, reconciliation, social growth and on intercultural and interreligious dialogue (ex art. 5, para.1, letter n).

The Association also proposes to:

foster decentralized cooperation programs through collaborations and twinning, also in international contexts, between local communities, aggregative realities of civil society, local bodies and institutions;
welcome international and national volunteers and volunteers in civil service programs, exchanges, collaborations;
promote and participate in events, conferences, seminars and activities related to the association's purposes, enhance and animate widespread meeting and aggregation places;
promote and plan training activities on issues related to the association's purposes, aimed at members, schools, public bodies, associations,etc.;
create advertising and audiovisual materials for public promotion;

access public contributions also through the application and management of projects on local, regional, national and European calls;
promote and support research, investigation, analysis of contemporary social and cultural phenomena, in collaboration with research centers, universities, any other public and private institution consistent with the aims of the Association;
carry out any other activity connected or similar to those listed above and carry out, always in compliance with the relevant legislation, any act or contractual operation necessary or useful for the direct or indirect realization of the institutional purposes.

In order to finance its activities of general interest, the Association can carry out fundraising activities and initiatives in compliance with the principles of truth, transparency and fairness in relations with supporters and the public.

The Association may also carry out activities other than those listed above, provided they are secondary and instrumental to them, according to the criteria and limits defined by a specific Decree.

The Association mainly makes use of the voluntary work of its members for the realization of its activities, in compliance with the provisions in this regard by the Third Sector Code and without prejudice to the obligation to register the volunteers, who lend their business on a non-occasional basis. However, Association may hire employees or self-employed or other types of workers, also by recruiting its members, in compliance with and within the limits of the provisions set by the Third Sector Code. The qualification of volunteer is incompatible with that of subordinate or self-employed worker.

Art 4 - Members of the Association

The number of the participants is unlimited, but it cannot be less than the minimum number established by law.

Members of the association can be natural persons. Members can also be private non-profit or economic legal persons, who share their aims.

Any temporal and operational limitations to the associative relationship and the resulting rights are expressly excluded.

Art 5 - Conditions of admission of new members

Anyone wishing to be admitted as an individual member must apply, signing a specific application, to the Board of Directors, undertaking to stick to this Statute and to observe any regulations and resolutions adopted by the governing body of the association. In case of an application for admission as a member submitted by minors, the same must be countersigned by the person exercising the authority. In the event of membership applications submitted by another Association, the same must be signed by its legal representative, who will have the task of indicating, in the request for membership, the names of the persons who will be the contact persons of the association in question. The Board of Directors decides on applications for admission, with a simple majority vote, whose judgment must always be motivated. The rejection resolution must be communicated to the interested party within 30 days;the latter within the next 30 days, can appeal to the shareholders’ meeting, which, if not specifically convened, will have to pronounce at its first useful session. The validity of the membership, effectively achieved upon acceptance of the application for admission by the Board of Directors, is subject to the payment of the membership fee.

The Board of Directors takes care of the annotation of new members in the register of members, after they have paid the membership fee and received a regular receipt.

Art. 6 - Cessation of membership

Membership status is lost in case of withdrawal, exclusion, failure to pay the annual membership fee or due to death.

Resignations as a member must be submitted in writing to the Board of Directors and will become operational with the annotation in the shareholders' register.

The exclusion will be decided by the Board of Directors towards the member:

a) that does not comply with the provisions of this Statute, any regulations and resolutions adopted by the bodies of the Association;

b) who carries out or attempts to carry out activities contrary to the interests of the Association;

c) that, in any way, causes or may cause serious damage, including moral damage, to the Association.

Subsequently, the provision of the Board of Directors must be ratified by the first ordinary assembly that will be convened. During this meeting, to which the interested shareholder must be summoned, an examination of the objections will be carried out with the interested party.

Resolutions regarding exclusion must be communicated to the recipient shareholders by written communication and must be motivated.

Withdrawn, forfeited or excluded members are not entitled to reimbursement of the annual membership fee and any additional contributions paid.

Failure to pay the annual membership fee and/or any additional contributions within 3 months from the date scheduled for its payment, entails the automatic forfeiture of the member without the need for any formalities.

Withdrawal, exclusion, forfeiture of the member automatically result in the forfeiture of the corporate position possibly held within the Association.

Art. 7 – Members' rights and duties

All members, after a period of 3 months, have the same rights and duties, in particular:

a) to participate in and promote all the activities realized by the Association;

b) to participate and promote associative life;

c) to vote, in particular with regard to the approval and amendment of the rules of the Statute and any regulations, and the appointment of the governing bodies of the Association. In the case of underage, active voting right is exercised by the exercise of parental authority, while only upon reaching the age of majority they will acquire the right to be candidates to an elective office of the Association;

d) to vote and to be elected.

In the case of legal persons, the right to access association offices is recognized by their legal representatives or agents;

d) members have the right to examine the mandatory company books (i.e.: register of members, book of meetings and resolutions of the Assembly, book of meetings and resolutions of the Board of Directors), upon written request with a minimum notice of 30 days. In particular, access to the aforementioned books must take place at the headquarters of the Association, in a manner that does not hinder the management of the activities, during the office hours indicated by the Association. It will not be possible to make photocopies or photographs of the documents viewed. Members are required to keep confidential the facts and documents of which they are aware and will be responsible for the damages suffered by the Association in case of undue disclosure and/or use of facts and/or documents learned during the exercise of control. In any case, the Association may require the member to sign a prior commitment not to use the information and documents learned for competitive activities.

Members are required:

a) to observe this Statute, any internal regulations and the resolutions legitimately adopted by the Association bodies;

b) to always maintain a behavior in line with the aims and purposes of the Association;

c) to pay the annual membership fee and any additional contributions established according to the activity programs.

Membership fees and any additional contributions are non-transferable and cannot be revalued.

Art. 8 – Association bodies

There are the following bodies of the association:

the Members' Assembly;
the Board of Directors;
the President;
the Secretary acting as a member of the Board and Treasurer (if appointed).

Art. 9 - Members’ Assembly

The Members’ assembly is the fundamental moment of confrontation, functional to ensure the correct management of the Association. It is the highest representative body of the constitutive members of the Association. It is convened on an ordinary basis, at least once per year, for the financial statement’s approval; and it is equally convened on an extraordinary basis either for amendments of the Statute, or for the dissolution of the Association, or for the resolution of merger, demerger and transformation. Moreover, it is convened at the request of the Board, or via written request by at least 10% of members who paid the annual membership fee.

The Assembly is chaired by the President of the Board of Directors or, in her/his absence, by whom is delegated by the President. In absence of both, it will be chaired by another member of the Board chosen by the people present.

The Assembly is validly constituted in first call, if at least half plus one of members is either present or represented. In the second call, which cannot take place on the same day of the first one, the Assembly is validly constituted, notwithstanding the number of the members present or represented, once 30 minutes from the time scheduled for the start of the convocation have passed.
Resolutions by the ordinary Assembly are adopted with the favourable vote of the members present at the validly constituted Assembly.

For the extraordinary Assembly adopting possible amendments to the Stature or merger, demerger or transformation of the Association, the presence (either personal or by proxy) of at least three quarters of the members having voting rights and the favourable vote of the majority of the members present are necessary in first call; whereas in second call, which cannot take place on the same day of the first one, the presence (either personal or by proxy) of at least the majority of members having voting rights and the favourable vote of at least two thirds of the members present are necessary.

In case the constitutive quorum is not reached in the second call, it is possible to convene a third call, after at least 15 days from the second call, in which the resolution concerning the amendments of the Statute would be valid independently from the number of members present or represented, as long as the resolution is adopted unanimously.

For the extraordinary Assembly approving the dissolution of the Association, the favourable vote of at least three quarters of the entitled members is required.

At Assemblies, ordinary and extraordinary, the right to vote is reserved to the members of age registered in the members’ register for at least 3 months and who paid the annual membership fee. Each member has the right to vote and may be represented at the Assembly by another member by written proxy, also at the bottom of the convocation notice. Each member might represent at the Assembly a maximum of two other members.

Individual members’ vote counts as one, the one of members representing associations, notwithstanding the number of their respective members, counts as three.

The remote participation to the Assembly via video-call or teleconferences is allowed to every member, as long as in any case the possibility to verify the identity of the member participating and voting remotely is guaranteed.

Meetings are called by the President of the Board of Directors via notification, containing the agenda, the place (the Association’s seat or somewhere else), the date and the hour of the first call and of a possible second one, which would have to take place at least one day after the first convocation. The notification is to be posted to the notice board or on the bulletin board in the seat of the Association or to be conveyed to the members via other forms of publicity (e.g.written communication via ordinary mail, or e-mail, with the obligation to transmit the notification of receipt, fax), at least 8 (eight) days before the first meeting.

The minutes of every Assembly’s meeting will be edited by the Secretary, or, if not appointed, by the secretary of the meeting. The minutes are to be transcribed into the register of meetings of the Assembly, which is held by the Board of Directors in the Association’s seat.

Art. 10 - Tasks of the Assembly

The Assembly has the following tasks:

elaborates and establishes the principles and general guidelines of the Association:
approves the financial statement;
approves internal regulations;
makes proposals for institutional, secondary and instrumental activities;
adopts the amendments to the Statute and the possible dissolution, transformation, merger or demerger of the Association;
after determining the number of members, elects and revokes the Board of Directors;
decides on appeals regarding the members’ exclusion;
decides on the responsibility of the members of the managing bodies and promotes liability action against them.

Art 11 - Board of Directors

The Board of Directors, the administrative body of the Association, is elected by the Members’ Assembly and is formed by an odd number between a minimum of three and a maximum of seven members, elected among the members; the number of members is determined by the Assembly.

The power of representation attributed to the Directors is general. The limitations of the power of representation are not enforceable against third parties, if they are not registered in the Single National Register of the Third Sector or if it is not proved that the third parties were aware of them.

The members of the Board of Directors remain in office for three years and can be re-elected.

The Board elects from among its members the President, the Secretary, if appointed, (with the function of a Treasurer).

The Board of Directors establishes the responsibility of the other Directors in relation to the management activities of the Association for the achievement of its goals set out in art. 3 of this Statute.

The Board of Directors is called by the President every time there is a matter on which to deliberate, or when a request is made by at least one third of the members within 30 days of the request.

The Board of Directors is chaired by the President of the Association and in his absence by a person designated by the President himself.

The convocation is made by mail or e-mail to be sent no less than eight days before the meeting.

Sessions are valid when the majority of the members attend, or, in the absence of formal convocation or failure to comply with the notice terms, when all the members are present.

Resolutions are taken by an absolute majority of votes. The minutes of each meeting of the Board of Directors, drafted by the Secretary or by the person who chaired the meeting, are kept in the records.

The Board of Directors has the full power for the management of the Association.

The Board of Directors has all the powers of ordinary and extraordinary administration (which it can also delegate to one or more of its members), within the principles and general guidelines established by the Assembly.

The ordinary management duties are:

preparing the documents to be submitted to the Assembly;
implementing the members’ resolutions;
formalising the acts for the management of the Association;
preparing any internal regulations to be submitted for approval by the Assembly;
stipulating all acts and contracts relating to the activity;
approving the admission of a new member or ratifying the membership, and keeping and updating of the register of members;
identifying the different activities referred to in art. 6 of the Third Sector Code (and subsequent amendments) available for the Association;
approving the exclusion of members and implementing by resolution the notices of withdrawal received from a member;
carrying out all the acts and operations for the proper administration of the Association that are due to the Members' Assembly, including the determination of the annual membership fee;
preparing the financial statement to be submitted to the Assembly for its approval by 30 April of each year;
establishing the criteria for refunding volunteers and members for the expenditures actually incurred in course of the realization of activities for the Association;
monitoring the proper functioning of all the social activities and coordinating them;

In the exercise of its functions, the Board of Directors may make use of Managers, Working Committees, appointed by the Board. Those Managers may participate in the meetings of the Board of Directors, with advisory vote.

In case of lack of one or more members of the Committee, as well as in case of removal from office for at least three consecutive unexcused absences, the Board replaces them by appointing the first ones among the non-elected, on occasion of the first Assembly meeting. In case of non-elected candidates with the same amount of votes the youngest by birth will be selected. Substitutes thus elected remain in office until the end of the entire Board of Directors, prior ratification on occasion of the first Assembly meeting.
In case of impossibility of implementing this modality, the Board will not proceed to any substitution until the following Assembly, which will have to elect the substitutes for the reinstatement of the Board until its expiry date. If the majority of members is not reached, the ones remaining in the office must call the Assembly within 20 days, in order to elect a new Board of Directors.

Art. 12 - The President

The President is the full-fledged legal representative of the Association before third parties and in court.
He/She is elected by the Board of Directors and remains in charge for three years.

He/she is entrusted of the following duties and powers:

call and chair the Board of Directors;
call the Members’ Assembly
sign the administrative acts performed by the Association;
open and close bank and postal accounts, collect money from third parties and authorise payments;
the President ensures the execution of the resolutions by the Board of Directors. In case of urgency, the President assumes the powers of the Board of Directors and requests it to ratify the adopted provisions at the immediately following meeting.

In case of absence or impediment, his/her tasks will be performed either by the member of the Board of Directors appointed by the President or by the oldest member by birth of the Board of Directors.

In case of resignation, the oldest member by birth of the Board of Directors is expected to call the Board of Directors within 30 days for the election of the new President.

Art. 13 - The Secretary

If appointed, the Secretary with the approval of the President is entrusted with the correspondence and the documentation of the Association and drafts the minutes of the meetings of the Board of Directors.

In particular:

maintains and updates the register of members;
handles the correspondence;
is responsible for the drafting and keeping the minutes of the meetings of the Assembly and of the Board of Directors;
prepares the draft budget, which will be submitted to the Board of Directors within the due dates;
is entrusted with the registers- and book-keeping of the Association, as well as of the respective documentation, with the name of the paying entities;
is entrusted with the collection of the revenue and the payment of the expenditure, in compliance with the decisions by the Board of Directors.

Art 15 – Assets

The Association's assets consist of all the movable and immovable assets belonging to the Association itself, as well as all the other economic resources referred to in art. 17, the income and the annuities obtained. Everything that constitutes property of the Association, including any revenues, income, proceeds, denominated revenues in general, must be used and destined for the performance of the statutory activities for the exclusive pursuit of civic, solidarity and social utility envisaged by this Statute.

The funds are deposited at the credit institution identified by the Board of Directors, taking into account the consistency with the principles of this Statute. In any case, they must not be deposited in credit institutions that are involved in transactions relating to the trade and production of arms. Furthermore, the funds should not be used in speculative forms of investment.

Art 16 - Assets Liquidation

In case of dissolution of the Association for any reason, the remaining assets, after the liquidation, will be transferred to another entity of the Third Sector with similar purposes or having purposes of public utility or social utility, according to the provisions of the Members’ Assembly. Failing that, to the “Fondazione Italia Sociale”, unless otherwise destination foreseen by law, having heard in any case the prior opinion of the Single National Register of the Third Sector referred to in Article 45, paragraph 1 of Legislative Decree 117/2017 and subsequent amendments and additions.

Art 17 - Economic resources

The Association draws the economic resources for the operation and conduct of its business from:

membership fees;
inheritance, donations and legacies;
contributions from the State, the regions, local authorities, public bodies or institutions, also aimed at supporting specific and documented programs carried out within the scope of the statutory purposes;
contributions from the European Union and international organizations;
proceeds from activities in favour of members, their families or third parties;
donations by members and third parties;
income from fundraising activities;
income from the activities referred to in art. 6 of the Third Sector Code.

Art 18 - Accounting entries and statements

The financial year begins on January 1st and ends on December 31st of each year.

The Association, in relation to the financial year, draws up the cash report.

The report is prepared by the Board of Directors, which deposits it at the registered office of the Association at least 8 (eight) days before the meeting of the Assembly is called for its approval. The Assembly approves the report by 30 April of the year following with respect to the one of reference or, if there are particular reasons that can be demonstrated, within six months.

The Board of Directors documents the secondary and instrumental nature of the various activities referred to in art. 6 of the Third Sector Code (and subsequent amendments) in a note at the bottom of the cash flow statement.

Art 19 - Operating profits or surpluses and reserve funds

It is absolutely forbidden to distribute, even indirectly, profits and operating surpluses, funds and reserves, however denominated or other availabilities of the Association to the members, workers and collaborators, to the members of the Association Bodies, even in the case of withdrawal of membership. The Association is obliged to reinvest any management surplus in favor of its statutional activities.

Art. 20 - Arbitration clause

Any disputes that may arise from the interpretation and implementation of this Statute, either within the Bodies or within the members or between the Bodies and the members, will be remitted to the judgment of a friendly arbitrator mediator, who will judge according to fairness and without formal procedure. The arbitrator will be chosen by mutual consent between contending parts; in absence of agreement within thirty days, the nomination of the arbitrator will be supplied by the Chamber of Commerce of Romagna – Forlì-Cesena and Rimini.

Art. 21 - Amendments to the Statute

Proposals to amend the Statute may be presented at the Assembly by one of the Bodies or by at least five members. The respective deliberations are approved by the Assembly in accordance with article nr.9.

Art. 22- Dissolution

The dissolution of the Association is passed by the extraordinary Members’ Assembly, validly constituted in accordance with article nr. 9. The same Assembly elects one or more liquidators, also chosen among the members, who will ensure the liquidation of all properties and who will settle the outstanding obligations. In addition, the same Assembly decides on the purpose of the resources in accordance with article nr.16.

Art. 23 - Reference to other regulations

This Statute is based on the rules of Third Sector Entities (in particular, the national law no.106 of 6 June 2016 and the Leg. Decree no. 117 of 3 July 2017, and subsequent modifications and supplements) and the rules of the Civil Code.

Art. 27 - Transitional rules

As drafted herein, the Statute enters into force the day after the date of its adoption by the Assembly.

It is understood that: (a) the dispositions of this Statute implying the establishment and the operation of the National Register of the Third Sector and/or the registration in the same Register, or the adoption of the subsequent implementing measures, will be implemented and will have effect from the moment in which the same Register will be established and will operate according to law and/or the Association will be registered or therein and the same subsequent implementing measures will be emanated and will enter into force;
(b) the terms of this Statute incompatible and in contrast with the constraints referred to in paragraph 8 of art. 148 of the TUIR and in paragraph 7 of art. 4 of the Presidential Decree 633/1972, are to be deemed effective only once the term referred to in art. 104, paragraph 2, of the Legislative Decree. 117/2017 is expired, as well as the clauses of this Statute incompatible or in contrast with the Code of the Third Sector are to be deemed to have ceased in their effectiveness once the same term referred to in art. 104, paragraph 2, of the Legislative Decree. 117/2017 is expired.

It is understood that, in partial derogation of what above, the Board of Directors is authorized from the very beginning to adopt amendments of this Statute, under request from or if necessary for the approval by the competent supervisory authorities.

Forlì, the 26th of June 2019

The President The minutes taker

Michele Di Domenico Raffaele Barbiero

This according to the extraordinary Assembly held on the 26th of June 2019 at 21 (in second call) at the Peace Center in Forlì in presence of the following members: Amnesty International; Comitato per la Lotta Contro la Fame nel Mondo, Pensiero e Azione, NoViArt; Darsi Pace; Linda Prati, Livia Gazzoni, Silvia Cabras (represented by proxy by Raffaele Barbiero).