Statute of the Cultural Association "Libellula"

General Provisions

 

Article 1 - Name and registered office

This cultural association is named "Libellula." The Association has its registered office in Venice-Mestre. The Association may create and operate branches in other cities and countries.

Article 2 - Purpose

The Association is made up of citizens freely associated, it is a non-partisan, non-political, non-profit organization. Aims of the association are:

  • to promote knowledge of Italian and foreign languages among Italian and foreign citizens;
  • to promote the concepts of interculturalism and integration since pre-school age;
  • to support the study activities of students at all levels,

with the exclusion of the exercise of any business, unless it is carried in a marginal way, however, and auxiliary and secondary to the pursuit of social aims.

It is in any case excluded the distribution of profits or operating surpluses, funds reserves or capital during the life of the association. The association is not for profit and must be considered, for tax purposes, non-commercial entity under Article 87, paragraph 1, letter c of Presidential Decree No. 917 of 22 December 1986.

Article 3 - Activities aimed at the achievement of social aims

The association can accomplish any task deemed appropriate for the achievement of social aims. To achieve the above, the Association, by way of example only, can perform the following activities aimed at the achievement of social aims:

  • the organization and management of courses, individual lessons, study support, workshops, seminars, debates and other cultural and educational initiatives in both public and private areas, indoor and outdoor, in public and private schools;
  • the organization and management of distance learning, study vacations, cultural lessons and courses that integrate the study of languages with other artistic, culinary and sport disciplines in both public and private areas, indoor and outdoor, in schools both public and private;
  • promote the activities of the members who organize initiatives to pursue social aims;
  • promote, organize and manage service initiatives, cultural, recreational and leisure activities designed to meet the needs of the members, including the organization of an internal administration of beverages and foods in favor of members;
  • promote, organize and represent sporting events, dance performances, theater, music, concerts, exhibitions, essays, conferences, in both public and private areas, indoor and outdoor, in schools both public and private;
  • spread and editing magazines, brochures, flyers, handbooks and any related publications useful to educational, recreational and cultural activities;
  • carry out any other activity related and similar to those mentioned above, however, helping to achieve the aims of the association;
  • exercise all such other functions were delegated to the association by virtue of the rules and regulations of the competent authority or by a resolution of the association.

All activities that do not conform to social purposes are expressly prohibited.

The activities of the association and its aims are based on the principles of equal opportunities between men and women and respect for the inviolable rights of the person.

Article 4 - Duration

The association has an unlimited duration.

The Association may be dissolved only by the shareholders, with a majority of at least 60 % of those entitled to vote. In case of dissolution, the shareholders appoint one or more liquidators and determine their powers. The net assets resulting from the liquidation will be donated to other associations or other bodies having similar objects to those indicated in the article 2 of the Statute.

Article 5 - Organs of the Association

The organs of the association are: the members' Assembly, the President and the Governing Council.

Article 6 - Economic Resources

The economic resources for the achievement of social aims and to meet the operating expenses of the association will consist of :

  • Annual fees established by the Governing Council;
  • Donations of members and third parties;
  • Contributions from the State, the Regions, Local Bodies, public institutions, also aimed at supporting specific programs implemented and documented as part of the social aims;
  • Contributions of European Union and international bodies;
  • Revenue from the provision of agreed services;
  • Revenue from commercial activities and marginal production, and income from the sale of goods and services to members and third parties;
  • Revenue from promotional initiatives aimed at self-financing such events, parties and subscriptions also awards;
  • Any other support, including inheritances, donations, bequests and reimbursements due to conventions, that shareholders, not members, public or private, may give for the achievement of the purposes of the association;
  • Other revenue consistent with the social objectives.

The assets indivisible consists of:

  • movable and immovable property;
  • donations, bequests or inheritances.

 

Members

 

Article 7 - Entry

May participate in the legal persons and natural persons for their objects or their work or study activities are concerned with the affairs of the association. Members are required to pay an annual fee whose amount and terms of payment are set annually by the Council. To obtain the qualification of member, each aspirant must submit the signed application form. The submission of an application form implies the acceptance of the Statute.

Article 8 - The rights of the members

All adult members are entitled to participate in the management of the association through the exercise of voting rights at the Assembly for approval and amendment of the statutes and regulations, and for the appointment of the governing bodies. The member is also entitled to access to the offices. All members also have the right to volunteer or be paid for carrying out the activities referred to in article 3. Membership status is personal and not transferable.

Article 9 - The duties of the members

The member is required to pay the registration fee by the deadline established by the Governing Council, and is also required to comply with the regulations and the Assembly and Governing Council's resolutions.

Article 10 - Withdrawal of the member

A member may withdraw by notifying the Board within 15 days of the expiry of the deadline for the payment of the annual fee.

Article 11 - Exclusion of a shareholder

The status of member is lost in the event of non-payment of the fee. In the event of non-payment of the fee by the deadline established annually by the Governing Council, a payment reminder will be sent via e-mail. After 60 days of the date it is received without payment, the associative relationship to the member is then terminated. The qualification is also lost due to death or to radiation, which can be decided by the Assembly in respect of the member who becomes responsible for repeated violations of the provisions of the Statute and of any provisions of the Governing Council for the proper achievement of social aims.

 

The Assembly

 

Article 12 - Composition

The Assembly is the deliberative organ of the association. Every member in good standing with the payment of fees is entitled to take part in it. They have the right to vote if they are 18 or older. The voting rights of the minors is exercised by the parent, provided one of them is a member. The proxy voting members who are not directors or auditors in charge, is authorized in advance by the Council, limited to cases of substantiated impossibility of personal participation. The written mandates cannot in any case exceed the number of 3 (three) for each member.

Article 13 - Powers of the assembly

The Assembly general meeting is held every year by the end of October, to approve the economic and financial account. The Assembly General Meeting shall also have jurisdiction to decide on: the election of the president and the Governing Council and the proposal of the Council members.

Article 14 - Powers of the extraordinary meeting

The extraordinary members' meeting decides on amendments to these Statutes and extinction of the association.

Article 15 - Convening

The ordinary or extraordinary members' meeting shall be convened by resolution of the Council or of a reasoned request by at least ten (10) members. The meeting is convened by a notice posted at the registered office and via e-mail address to members or via other means that the Council deems appropriate. The meeting notice is sent at least seven (7) days prior to the meeting and indicating the place, date, time, and the order of the day of the assembly .

Article 16 - Constitution

The members' meeting may be convened in regular sessions or special sessions. In ordinary session of the Assembly is considered constituted with at least one third of members. One hour after the first call, the meeting may deliberate whatever the number of members present. The extraordinary general meeting is constituted with the presence (or representation) of at least half of the members.

Article 17 - Logging

At the beginning of each session, the members present shall elect one chairman and a secretary. The Secretary shall prepare minutes of the deliberations of the meeting. The reports shall be signed by the chairman of the meeting and the secretary.

Article 18 - Resolutions of the Assembly

The ordinary general meeting shall act by a majority of the members present in person or by proxy authorized by the Governing Council in accordance with Articles 12 and 21 of this Statute. The resolutions of the extraordinary meeting require the consent of at least three-fifths of the votes present or represented. In counting each member has one vote, regardless of the amount paid or the value of the contribution given to the association.

 

The Governing Council

 

Article 19 - Appointment and composition

The Council is composed of a number of not less than three (3) and not more than nine (9) members. They are appointed by the members every two (2) years. In case of death or resignation by councilors before the expiration of the mandate, the Council shall appoint a temporary replacement. The newly elected will hold office until the next general meeting. The elected by decay, however, on the expiry of the mandate of the Governing Council which he joined. The councilors carry out their activities free of charge .

Article 20 - Jurisdiction and the convening of the Council

The Council is responsible for the routine administration of the Association, the technical direction of the internal organization and the hiring of any employees; members of the Council may also, like any other member, provide services on a voluntary basis or be paid for carrying out the activities referred to in article 3. Before the month of June each year, the Council approves the draft budget and determine the amount of fees for the following year. Before each meeting, the Council assesses the grounds of justification of any non-participation to the members' meeting and authorizes the proxies.

The Council shall meet whenever it needs to resolve an issue regarding the management of the association, on the initiative of the President or of at least two (2) councilors. At the beginning of each meeting, the Council shall appoint a Secretary, who shall prepare the minutes, noting: the participants present, the object of the meeting and the resolutions of the Council and the implementation of the same. The reports shall be signed by the Chairman and Secretary.

Article 21 - Resolutions of the Council

The resolutions of the Council are taken by majority vote of the members present. In case of a tie, the Chairman's vote counts twice. The resolutions of the Council shall be voted by at least 50% of it.

 

The President

 

Article 22 - President

The members' meeting shall appoint a Chairman. The Chairman is the signature and the legal representative of the Association before third parties, and any judicial or administrative authority. The Chairman is the signature of social acts which engage the association is in respect of members and others, including entering into contracts and agreements. The President shall draw up the annual progress report on the activities of the association, in accordance with the resolution passed by the assembly. He is elected by the members and holds office for two (2) years.

Article 23 - Compensation for Elective Offices

All elected positions are free. The elected, for their role and responsibility are entitled only to the reimbursement of expenses incurred, duly documented, without prejudice to the right to receive compensation as a result of entering into a regular contract to carry out the activities referred to in article 3.

Article 24 - Reference

For matters not provided for in this Statute, the provisions of the Civil Code shall be observed.

 

 

Venice, 4.11.2013

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