Art. 1 Establishment of voluntary service association
The voluntary service association called “ L’Aurora" is established
Art. 2 Registered office
Associazione Aurora is registered in Genoa, at the address established by general meeting resolution.
The registered office and any administrative or operational branch offices may be set up and closed down through the Memorandum of Association and/or by general meeting resolution.
Art. 3 Scopes and Purposes
Associazione Aurora is non-political and non-party and will retain an exclusively democratic organization, with offices elected by vote; it is a non-profit association and benefits by the personal, voluntary, gratuitous services of its members intending to operate in the field of solidarity and national and international voluntary service for the purpose of lending active support to third world countries, principally to the benefit of Africa.
Specifically the Association proposes to:
Procure instruments and scholastic and medical equipment, as well as medicines, consumer goods, working tools, farming and building equipment, products and goods of all kinds and in all sectors, with the aim of supporting and contributing towards the development of the aforementioned countries.
Cooperate and interact with other Associations operating in the same field.
Set up one of more collection centres either at home or abroad and manage logistics for goods collected for Aurora and for other Associations in need; look to organizing the receipt of items destined for developing countries, storing them in own warehouses, or in depots of third parties cooperating with Associazione Aurora; organize shipment in containers and deal with all customs formalities, as well as the procedures required to forward goods destined by solidarity Associations for domestic and international donations, where possible providing for services to collect and/or load goods into containers specifically hired by the various Associations having specifically so requested.
Associazione Aurora therefore proposes to deal with all the aforementioned formalities, within the limits of own economic possibilities and those of its members and members of partner Associations, without ever being held liable for any operative impediments linked with the expenses and financial contributions required to complete said formalities (except for those handled exclusively for account of Associazione Aurora), such as hiring means of transport, fuel expenses, taxes and customs duties, cost of space occupied in warehouses and logistic-related costs or costs for hiring external labour, (should this be essential to complete the operations undertaken by Associazione Aurora, for account of other solidarity Associations having specifically so requested).
All services rendered by Associazione Aurora members are anyhow understood as being gratuitous, no member ever receiving any reimbursement for services rendered, save for refund of expenses, as long as the latter be authorized and necessary to complete services in the name and on behalf of Associazione Aurora only, and are within the limits established by specific general meeting resolution.
Organize and manage the business of services, assistance and consultancy, enter into agreements and apply for financial backing and/or contributions and funds for own projects and for those in cooperation with other Associations to banks or public and private organizations or organize events, publicity, cultural, musical, sports events, meetings, trade fairs, presentation of arts and crafts products to this end; foster and coordinate trade in goods and products between countries, for the purpose of promoting and developing potential resources for development to the benefit of third world countries.
Publish and distribute informative, publicity and research literature.
Lend consultancy and/or assistance with the expertise of own members or of external volunteers.
Prepare projects to submit to public and private organizations for sponsorship or financial backing and make good of external support from organizations and Associations in the countries where it is intended to operate and realize projects, also by setting up local partnerships or through the personal, independent action of Associazione Aurora members. Work, either alone or in cooperation with other Associations to plan and eventually build schools, kindergartens, basic health services, economic social housing, medical units, centres for sorting and distributing goods, logistics and all required to improve the collective social conditions in countries in distress.
Set up a help desk, also in remote, to resolve common problems.
Cover all or part of the activities alone or in cooperation or partnership with one or more partner Association, or with bodies, organizations or European, African people or people from other continents.
Possibility for the Association to transfer part of the goods of various nature received in donation from entities, companies, private parties or others, for the sole purpose of procuring resources to be used to finalize solidarity projects underway, or to develop new projects selected by the Association, always to the benefit of third world countries.
Distribute and organize clothing and foodstuffs received in donation for distressed people, setting up special centres or warehouses to this end.
Aurora may in any case perform all actions deemed necessary or of utility to achieve the Association purpose, abiding by its NPO nature and by the marginal commercial and productive activities listed under art. 8, sub-paragraph 4, law n. 266, 11 August 1991.
Art. 4 Duration
The duration of the Association is unlimited
Art. 5 Association bodies
Association bodies comprise:
Board of governors (BoG)
Art. 6 Members
Applications for membership are submitted to the Association President. The applicant states their unreserved acceptance of the Articles of Association in their application. Admission will be effective as from the date of the resolution passed by the board of governors which must submit applications to the general meeting.
Association membership is of a free and voluntary nature; members are bound to the law, these Articles of Association and resolutions passed by its representative bodies; members will be officially accepted for membership upon paying up the annual association fee. The latter will work gratuitously and voluntarily, but may however submit request for a refund of expenses, programmed and approved beforehand by the general meeting and/or born in the name or on behalf of the Association, within the limits established by specific resolution passed beforehand by the general meeting, and only if the funds required are on hand, with the exclusion of any resort to indebtedness for any whatsoever reason. A member may withdraw from the Association at any time, giving notice of such intent, as long as all the commitments previously undertaken by the latter have been finalized.
A member who failsto agree to the purposes of the Association and undertake to accomplish said purposes or whose conduct may incur damage to the Association, to other members and/or to the governing bodies or should it be known that a member is under investigation for criminal offence or who exploits the name of the Association for personal scopes or takes actions non-conformant to the regulatory provisions governing the nature of the Association (NPO) or important actions in the name of the Association, without having submitted the latter to the general meeting beforehand, may be excludedwith justified resolution passed by the board of governors. No member will in any case be entitled to reimbursement of any kind nor compensation or associative shares paid up, even in part. Exclusion will immediately come into effect as from the notice of said measure to the member.
Art. 7 General Meeting and functions
The general meeting comprises each Association member with a right to single vote. Meetings are held at least once a year as a general meeting, within the terms established by the law governing non-profit organizations, and each time a written request is submitted by at least 1/3 of the Members. It is convened by the President by written notice specifying the items put to the order of the day, to be served at least 10 calendar days before the fixed date to all members as well as to the auditors and members of the Ethics Committee, should the respective committees have been set up.
The president of the Association presides over the meeting together with a secretary, always appointed by the former; resolutions must be recorded in the minutes of meeting signed by the president and secretary. All members are entitled to read the minutes of meeting and to have a copy. General meeting resolutions are considered as valid when passed by a majority of votes of those present both in first and second call.
An Extraordinary Meeting is called to:
Resolve upon proposals to change the Articles of Association· Resolve upon any other issue of an extraordinary nature submitted to their approval by the board of governors · Resolve upon the registered address of the Association · Examine and pass the interim balance sheet, final balance sheet and the President’s Report · Resolutions are passed by a majority of 2/3 of the Members · Decide upon any associative shares · Decide upon the convenience or not of setting up an Audit Committee and/or Ethics Committee and, affirmatively, elect the relevant members. · The meeting is likewise assigned with all those actions not assigned to the competence of the board of governors or president under the Articles of Association · Each member is entitled to be bearer of a maximum of 3 proxies.
Art. 8 Board of Governors and duties
The Association is governed by a board of governors comprising 2 to 6 members elected by the general Meeting from amongst the members. The offices of the president and governors and likewise those of all the members are gratuitous.
The board ofgovernors is appointed under the Memorandum of Association for the first term of office.
The term of office for the board is 3 years and governors may be re-elected. During the course of the Year, should one or more governors be lacking then the others will provide for replacement through resolution passed by a majority and the term of office shall expire together with those already in office at the time of appointment.
The board meeting is convened by the president and at any whatsoever time upon written request formulated by at least 1/3 of said board.
The call for meeting will be notified by letter also sent by fax or e-mail to each governor at least 7 calendar days before the meeting and telephonically by the president for urgent matters.
The call for meetingshall contain the items put to the order of the day, the place, date and hour of the sitting.
The Board of Governors has the authority to: Elect the president and vice president · Appoint the secretary upon proposal by the president · Draw up the annual programme of activities, the final balance sheet, budget and annual report to submit to the general meeting. Lay down the in-house rules and regulations governing relations between members · Make payments · Resolve upon members admission and exclusion · From time to time pass a resolution to assign duties and competences to one of its members to attend to specific business, where necessary · All the offices are gratuitous save for refund of expenses in the manner approved by specific regulation passed by the general meeting. · Art. 9 President
The president is elected from amongst the governors on the board of governors by the absolute majority of its members, remains in office until the associative offices are renewed and may be re-elected; the latter is replaced by the vice president in the event of serious impediment or resignation.
The president has the following duties: Represent the Association to all effects, before third parties and in court · Convene and preside over the general meeting, convene and preside over the board of governors meeting · Propose the name of the secretary to the board of governors · Sign all the association deeds and documents binding the Association, both in relation to members as well as third parties · Enter into contracts and agreements involving the Association, comprising contacts with banks · The president has the authority to collect and accept donations of any nature and on any grounds from public administrations, bodies, private parties, issuing relevant quittance.
Art. 10 The Secretary
Is elected by the board of governors (from amongst its members)and performs duties of an administrative and organizational nature with power to issue orders for payment on behalf of the Association and authority to receive payments and funds intended for the latter.
Is responsible for the custody and for keeping reports, books, balance sheets and the organization’s accounting documents as well as the minutes of meeting of the bodies pursuant to these Articles of Association.
Art. 11 Finance and Assets
Association assets, inclusive of any funds belonging to Associazione Aurora, comprise movable and immovable property received on any whatsoever grounds, from grants or contributions by public and private bodies or individual persons and may be managed by the Association autonomously.
A bank account will be opened to keep and manage funds at the Association’s disposal, in a qualified institute providing the Association with the best most favourable economic conditions.
Aurora is bound to utilizing profits and operating surplus to accomplish the institutional services described under art. 3 as well as those directly linked with the latter.
It is absolutely forbidden to distribute profits or operating surplus, as well as funds, reserves and capital, even in an indirect manner, for the entire duration of the Association, unless the relevant destination or distribution should not be compulsory by law, or should the Association be terminated, for the reasons pursuant to art. 17 in these Articles of Association, in such event the assets will be distributed as described in the aforementioned article 17.
Art. 12 Audit Committee
There where required, owing to provisions of the law or resolution passed by the general meeting, the Audit Committee will comprise 2 or 3 Association members elected by the meeting who will be incompatible for the office of governor.
The provisions for the members of the board of governors laid down in these Articles of Association will be held as valid for the relevant term of office, the possibility to be re-elected and gratuitous nature of the mandate.
Art. 13 Ethics Committee
The Meeting will elect an Ethics Committee, there where deemed necessary, with the function as a body independent from the board of governors.
The Committee comprises 2 or 3 regular members, selected from amongst non-Association persons.
The provisions laid down in these Articles of Association for the members of the board of governors will be held as valid for the term of office, possibility to be re-elected and gratuitous nature of the mandate.
Art 14 General provisions
For all matters not specifically provided under these Articles of Association, reference is made to provisions of national and regional laws and by-laws governing NPO and to the principles of the Italian legal system in general.
Art. 15 Financial Year
The financial Year begins on 1 January and closes on 31 December each year.
Art. 16 Non-competition
Each Member is invitedto operate in such manner as to cooperate one with the other and to avoid creating competition with other members in the performance of their activities.
Criteria and procedures will be established by the meeting.
Art. 17 Termination
The extraordinary meeting may at any time resolve upon termination at a majority of 2/3 of its members upon verifying that the requisites and purposes and likewise the associative scopes pursuant to art 3 under these Articles of Association no longer exist.
The general meeting will appoint one or more liquidators, establishing the relevant powers.
No indemnification will be paid, under any form or of any kind, to those having covered in the past or who cover associative offices at the time of termination, said offices being specifically understood as gratuitous; should the Association be terminated or closed down then any property, assets or funds belonging to the latter will be allocated and distributed amongst all the Associations operating in the same sector in Regione Liguria.
Art. 18 Litigation
The parties will make every reasonable effort to settle all and any disputes possibly arising between them as to the interpretation of these Articles of Association or implementation of the commitments generated by the latter.
Upon failure to reach an agreement, the possibility of reaching a friendly settlement will be sought initially by referring the question to the Ethics Committee.
Upon failure to reach an agreement, not even with the assistance of the Ethics Committee, the question will be referred to ordinary judgement, as from now establishing the jurisdiction of the Court of Genoa..