Statute

TITLE I

Art. 1 Constitution
1. A voluntary organization called “Noble Mediterranean Academy”, hereinafter referred to as “Association”, was set up.
2. The Association is configured as a non-profit organization, not even indirectly and with solidarity purposes, and in particular as a voluntary organization that acts within the limits of the law of 11 August 1991, n. 266, of the regional legislation on voluntary work, as well as of the general principles of the legal system and of this Statute.
Art. 2 Seat
1. The Association is based in Rome.
2. By means of a resolution of the Board of Directors, the Association’s operational offices can be set up in Italy or abroad.
Art. 3 Duration
The duration of the Association is unlimited.

TITLE II

Art.4 Object and purpose
1. The spirit and practice of the Association conform to the principles of the Italian Constitution and are based on full respect for the human, spiritual and cultural dimension of the person.
The Association is non-partisan and will adhere to the following principles: non-profit, democratic structure, free membership services, electivity and free social offices.
2. The Association operates specifically with non-occasional active volunteering and aims to develop, promote, implement social solidarity projects, to improve and promote a harmonious development of the livability of the individual.
In particular, the Association has the following purposes:

The protection and enhancement of the environment, landscape and nature;
The protection and enhancement of culture and historical and artistic heritage;
The protection of the right to health;
The improvement of the quality of life in order to prevent and contrast social problems;
The promotion of human rights in order to prevent and contrast social problems;
Overcoming marginalization through the prevention and removal of situations of need.

Which it pursues through the activities listed below:

Activities of promotion and enhancement of the environmental, historical and artistic heritage and of the traditional local culture of the territories in which the Association operates in parallel with information and awareness-raising activities of citizens on environmental risks, on the degradation of the assets and culture of the community, on the state of public health, also through the organization of events, exhibitions, round tables, conferences, congresses, conferences, surveys, seminars, ecological days, laboratories, local development projects;
The analysis of problems and the drafting of proposals on the programming of services of collective interest, for the improvement of the living conditions of the neighborhood from an environmental, social and socio-health point of view, raising awareness, empowering and urging citizens to identify common problems, promoting the meeting and discussion with means deemed most suitable such as assemblies, debates, conferences, publications, conferences, cultural initiatives or other, always keeping in mind that the common good always prevails over the interest of the individual;
Initiatives to support children, to prevent situations of child hardship and defend children’s rights, including through collaboration with schools;
The organization of sporting, aggregative and social activities in favor of young people and adults at risk of deviance or in conditions of social exclusion, to stem these phenomena and capable of spreading a culture of integration through the organization of events, the creation youth aggregation centers and sports;
The promotion of activities aimed at preventing uncomfortable situations and providing support and assistance to the elderly, children, families and people in conditions of physical, mental, social and / or economic discomfort through accompaniment services, listening, distribution of basic necessities , in collaboration with social services;
The promotion of activities aimed at promoting the integration of foreign citizens in an intercultural and exchange perspective, preventing and curbing phenomena of social exclusion.

3. The Association also carries out awareness and information activities for the public on issues relating to its purposes, makes use of every tool useful for achieving social purposes and in particular for collaboration with Local Authorities, including through the stipulation of special agreements, or with other entities having similar purposes or connected with their own.

TITLE III

Art. 5 Associates
1. All natural persons who expressly share the purposes referred to in the previous article and who are moved by a spirit of solidarity can join the Association.
2. Associates of the Association are those who participated in the constitution and how many others, upon request, will be admitted to the Board of Directors and will pay the membership fee annually established by the Board of Directors.
3. The annual fee paid by the members cannot be divided or repeated in the event of withdrawal or loss of membership status.
Art. 6 Rights and duties of associates
1. All associates have equal rights and equal obligations towards the Association.
2. Admission to the Association cannot be made for a temporary period, without prejudice to the right of each member to withdraw from the Association at any time by written communication sent to the Association.
3. The members have the right to information and control established by the laws and the Articles of Association and to participate in the meetings and, if in compliance with the payment of the share, they have the right to vote on their own and by proxy, to elect and be elected to social offices.
4. The members are obliged to respect the rules of this Statute, the resolutions of the organs of the Association and to pay the social dues in the amount set by the Board of Directors.
5. The members carry out voluntary work for the realization of the Association’s purposes in a personal, spontaneous and free way, as deliberated by the corporate bodies and consensually assigned to them.
6. It is not allowed for associates to enter into any type of contract with the Association having as its subject an employee or self-employment relationship. The activity carried out by the associates cannot be remunerated in any way, not even by the beneficiaries. The volunteer can only be reimbursed for expenses actually incurred for the activity provided, within the limits previously established by the Board of Directors.
7. Those who volunteer must be insured against accidents and illnesses connected with the performance of the activity itself, as well as civil liability towards third parties, in accordance with the provisions of current legislation.
Art. 7 Loss of membership status
The quality of associate is lost by:

Death;
Resignation: each member can withdraw from the association at any time by giving written notice to the Board of Directors; this withdrawal will take effect immediately. The obligation to pay the membership fee for the current year remains valid.
Forfeiture: the forfeiture is declared by the Board of Directors after six months from the date for which the obligation to pay the membership fee is foreseen.
Exclusion: the quality of associate is also lost in the event that the person performs acts in violation of the provisions of the Statute, of any regulation as well as of the resolutions approved by the association bodies, behaves in a harmful manner to the image of the Association, or if serious reasons that make the continuation of the association relationship incompatible. The Board of Directors deliberates the exclusion measure, after contesting the charges and having heard the associated member, if requested by the same. The exclusion measure must be communicated by registered letter to the interested party, who can appeal to the Assembly within thirty days. In this case, the President must convene the Assembly within fifteen days of receiving the request and the Assembly must be held within thirty days of the convocation.

TITLE IV

Art. 8 Bodies of the Association
1. The organs of the Association are:

a) the Assembly of Associates;
b) the Board of Directors;
c) the President;
d) the Board of Auditors (if any).

2 All membership offices are elective and are carried out free of charge; only reimbursement of expenses actually incurred pursuant to art. is allowed 6 of this Statute.
Art. 9 Convocation of the Assembly of Associates
1. The Assembly is made up of all members and must be convened by the President, at least once a year, by 30 April, for the approval of the financial statements and whenever the Board of Directors deems it necessary. It must also be convened whenever at least one tenth of the associates request it; in this case, the President must convene within 15 days of receipt of the request and the Assembly must be held within 30 days of the convocation.
2. The Shareholders’ Meeting calls must be made by notice sent by registered letter, by post or by hand, or by fax or email, to be sent at least 15 days before the date set for the meeting, or by other means suitable to ensure the delivery within the above deadline.
The notice must contain the day, place and time for the first and second call, as well as the list of subjects to be treated.
Art. 10 Composition and powers of the Assembly of Associates
1. The Assembly is the highest deliberative body of the Association
2. All members in good standing with the payment of the annual fee can participate in the Assembly, with the right to vote and active and passive electorate.
3. Each member has the right to one vote. The associates can be represented, by written proxy, by other associates. Each member can receive a maximum of two proxies conferred on him by other members.
4. The Assembly can be ordinary and extraordinary.

In particular, the ordinary Assembly has the task of:

outline, examine and approve the Association’s guidelines, programs and general directives;
deliberate on the final balance and any budget;
elect the members of the Board of Directors, determining their number, and of the possible College of Auditors;
deliberate on the appeal on the exclusion measure of the associated member, pursuant to art. 7 of this Statute;
deliberate on any other topic that the Board of Directors wishes to submit to it.

The extraordinary Assembly has the task of:

deliberate on changes to the Association’s statute;
deliberate on the dissolution of the Association itself.

5. Shareholders’ resolutions taken in compliance with the law and with these Articles of Association oblige all members.
Art. 11 Validity of the Assembly
1. The Assembly is chaired by the President of the Association; in its absence, the Assembly is chaired by the vice President; in the absence of both, the Assembly appoints its own president.
2. It is up to the President of the Assembly to ascertain the regularity of the proxies and in general the right to speak at the Assembly.
3. The Assembly is validly constituted on first call when at least half plus one of the associates is present or represented. On second call, the Assembly is validly constituted regardless of the number of members present or represented.
4. The resolutions of the Assembly are approved when they are approved by the majority of the votes. In the counting of votes, abstentions are not taken into account. For resolutions regarding statutory changes, the presence of the majority of the members and the favorable vote of at least two thirds of those present on their own and by proxy are required. Any early dissolution of the Association and related devolution of the residual assets must be resolved with the favorable vote of at least three quarters of the members.
5. The resolutions of the Assembly must be recorded in the minutes signed by the President of the Assembly and the Secretary. Each member has the right to consult the minutes of the drawn up meetings.
Art. 12 Appointment and composition of the Board of Directors
1. The Board of Directors is the executive body of the Association.
2. The Board of Directors is elected by the Associate Assembly. It is composed of a minimum of three to a maximum of eleven members, chosen from among the associates.
3. The members of the Board of Directors remain in office for three years and can be re-elected.
If one or more members are missing, the Board of Directors replaces them by nominating in their place the associate or associates who in the last assembly election followed in the voting ranking. In any case, the new directors expire together with those who are in office at the time of their appointment. If more than half of the councilors are missing, the president must convene the assembly for new elections.
4. The Board of Directors elects the President and Vice President from among its members and assigns the positions of Secretary and Treasurer, also choosing the latter among its members. If applicable, with the exclusion of legal representation, up to two assignments may be assigned to a single person.
5. No form of compensation is allowed to the members of the Board of Directors for the administration activity carried out in favor of the Association, except for the reimbursement of expenses pursuant to and within the limits set out in art. 6 of this Statute.
Art. 13 Convocation and validity of the Board of Directors
1. The Board of Directors is convened by the President whenever necessary and, in any case, at least once for each financial year to deliberate on the final budget and any budget to be submitted for approval by the Assembly of members, or upon request. motivated by at least two of its members.
2. The convocation is made by notice sent by registered letter, by post or by hand, or by fax or email, to be sent at least 8 days before the date set for the meeting.
The notice must contain the day, place and time, as well as the list of subjects to be treated.
3. The Board of Directors is chaired by the President, or, in his absence, by the vice President, or, in the absence of both, by the oldest member of age. The secretary functions are carried out by the Secretary of the Association or in cases of his absence or impediment by a designated person to who chairs the meeting.
4. Board meetings are validly constituted when the majority of its members attend. The resolutions of the Board are adopted with the favorable vote of the majority of those present and the same must result from the minutes of the meeting, signed by the President and the Secretary.
Art. 14 Powers of the Board of Directors
1. The Governing Council is responsible for the implementation of the general directives established by the Assembly and the promotion, within the framework of these directives, of any initiative aimed at achieving the aims of the Association.
2. The Board of Directors is also responsible for:

elect the President and the Vice President;
assign among its members the positions of Secretary and Treasurer;
administer the economic resources of the Association and its assets, with every broader power in this regard;
prepare, at the end of each financial year, the final balance and any budget for the following year, to be submitted for approval by the Assembly;
if it deems it appropriate to draw up a specific internal regulation which, in compliance with the provisions of this Statute, must regulate the specific and organizational aspects of the life of the Association. These regulations must be submitted for approval to the Shareholders’ Meeting which will resolve with ordinary majorities;
to hold meetings, conferences, etc.;
deliberate all the ordinary and extraordinary acts of the Association;
to deliberate on the adhesion of the Association to other similar institutions;
decide on the admission, forfeiture and exclusion of members;
deliberate on the hiring of employees or make use of autonomous services, exclusively to the extent necessary to guarantee the regular functioning of the Association or necessary to qualify or specialize the activity carried out (pursuant to art. 3, paragraph 4 , of the law 266/91);
propose to the Assembly the awarding of honors and / or honorary offices to associates or third parties who have acquired particular merits in the Association’s own activities; The non-associates in favor of whom such conferment is approved do not have the rights pursuant to art. 6, paragraph 3.
set up operational offices, appointing the relative manager (s), with revocation power.

Art. 15 The President
1. The President is the legal representative of the Association before third parties, even in court. He is also President of the Assembly and of the Board of Directors.
2. The President is elected by the Board of Directors internally, remains in office for three years and can be re-elected.
3. He convenes and chairs the Assembly and the Board of Directors.
4. The President in particular is responsible for:

provides for the execution of the resolutions of the Assembly and of the Board of Directors;
is delegated to perform all the Association’s ordinary administration deeds and in particular to open and operate bank and post office current accounts; carry out ordinary financial and banking operations; execute collections of any nature from any office, body, natural and legal person, issuing receipts; make payments of any kind, including wages and salaries payments to employees;
For banking and financial transactions, the Board may request the combined signature of another member of the Board.

5. The President is responsible for maintaining relations with the entities and institutions present in the territory.
6. In case of urgency, it can also adopt measures falling within the competence of the Board of Directors, with the obligation to report to it in the first subsequent meeting.
7. The Vice President replaces the President in case of his absence or impediment, in all the functions attributed to him.
Art. 16 The Secretary General and the Treasurer
1. The Secretary General and the Treasurer support the President in carrying out his functions.
2. The Secretary General is responsible for:

the drafting of the minutes of the Assembly and Board meetings.
take care of the timeliness of the convening of the Assembly and of the Board of Directors;
the drafting of the verbal books as well as the register of members and the register of associates who volunteer.

3. The Treasurer is responsible for:

keep and update the accounting books;
prepare the Association’s budget.

Art. 17 The College of Auditors
1. The Auditors are elected by the Assembly, if the Assembly deems it appropriate, three in number and remain in office for three years. They can be re-elected and can be chosen in whole or in part from persons unrelated to the Association with regard to their competence.
2. The Board of Auditors elects a President from among its members.
3. The Auditors are responsible for:

control over the administrative and accounting management of the Association;
supervise and supervise the management and progress of the Association in all its manifestations and compliance with the rules to which the Association is bound, including those dictated by this Statute;
draw up the report on the final and estimated budgets prepared by the Board of Directors to be presented to the Assembly.

TITLE V

Art. 18 Economic resources
The revenue of the Association consists of:

a) contributions from members;
b) contributions from private individuals;
c) contributions from the state, bodies or public institutions aimed exclusively at supporting specific and documented activities or projects;
d) contributions from international bodies;
e) refunds deriving from agreements;
f) income deriving from marginal commercial and production activities;
g) donations and testamentary bequests.

Art. 19 Financial year
1. The financial year begins on January 1 and closes on December 31 of each year.
2. At the end of each financial year, the Board of Directors draws up the final balance and any budget that will take care of depositing at the registered office, available to the members, five days before the date established for the annual ordinary meeting, together to the Auditors’ report, if appointed.
3. The balance sheet must show the assets, contributions and bequests received. Any profits or operating surpluses, as well as the equity components achieved with them, cannot be distributed even indirectly, but must be donated to activities, plants and capital increases aimed at achieving the purposes of the Association.

TITLE VI

Art. 20 Dissolution
1. The dissolution of the Association is deliberated by the Assembly, according to the methods indicated in art. 11 paragraph 4 of this Statute.
2. The Assembly shall, if necessary, appoint one or more liquidators, preferably choosing them from among the associates.
3. In the event of dissolution of the Association, all economic resources remaining after the exhaustion of the liquidation cannot be divided among the members, but will be donated to other voluntary organizations that operate in the same or similar sector pursuant to art. 5 paragraph 4 law 266/91.

TITLE VII

Art. 21 General provisions
For matters not covered by this Statute, reference is made to the provisions of the Civil Code, the laws on voluntary work and other laws relating to non-profit associations.