Articles of incorporation

of the Association for  Social Promotion

ENERGIA PER I DIRITTI UMANI

NAME – LOCATION – DURATION

Art. 1 – The Association for Social Promotion, hereby called Energia per i Diritti Umani, was established under the Law 383/00 and the Legislative Decree of 4 December 1997 no. 460. Energia per i Diritti Umani is a non-profit Organisation of social utility, also known as “Energia per i Diritti Umani – ONLUS”.

In any communication addressed to the public, the expression “non-profit organisation of social utility” or the acronym “ONLUS” will be used.

The Association has non-profit purposes and forbids the distribution, even indirectly, of profits, operating surpluses, funds, reserves or capital during the life of the Association, unless they are imposed by law or made in favour of other non-profit organisations that by law, statute or regulation, are part of the same unitary structure.

Profits or operating surpluses are used exclusively to carry out institutional activities and those directly linked to them.

Art. 2 – The Association headquarters is in Rome, Via degli Equi 45. Secondary branches may be established in Italy and abroad by resolution of the Board of Directors.

The headquarters may be transferred by simple resolution of the Board Meeting without amending the Articles of Incorporation.

Art. 3 – The Association has an unlimited duration.

PURPOSES

Art. 4 – The Association adheres to the Document of the Humanist Movement that unites those who share the following principles:

1) The human being as a central value;

2) The equality of all human beings;

3) Recognition of personal and cultural diversity;

4) The development of knowledge that goes beyond what is accepted as absolute truth;

5) The freedom of ideas and beliefs;

6) Repudiation of violence in all its manifestations.

The Association exclusively pursues purposes of social solidarity. It is committed to operating in the fields of social, socio-health care, education and protection of civil rights.

The Association may also implement ancillary activities that are considered complementary and functional for the development of institutional activities of social solidarity, within the limits allowed by Legislative Decree no. 460 of 4 December 1997 and subsequent amendments and additions.

The Association exclusively pursues purposes of social solidarity, and it aims to operate in the following areas:

SOCIAL AND HEALTHCARE ASSISTANCE

Organising and promoting activities aimed at solving health problems in areas around the world where healthcare is scarce or non-existent, with the help of doctors and volunteers;

EDUCATION

  1. a) Organising and promoting literacy and schooling programmes where these are lacking or non-existent, with the help of educators and volunteers;
  2. b) Promoting meetings and courses in schools, that address the prevention of the use of alcohol, drugs and psychotropic drugs, and raise awareness of non-violence and mental clarity.

CIVIL RIGHTS PROTECTION

  1. c) Protecting human rights in all countries where this is possible;
  2. d) Promoting cooperation activities with different peoples and cultures, and humanitarian aid campaigns.

The Association cannot implement any activities other than those mentioned above, except for those directly connected to them and in any case not predominantly.

To achieve its aims, the Association may:

  1. e) Spread its points of view on the historical-social moment and the actions to be implemented, to make a dialogue between members of different cultures possible, towards the development of a Universal Human Nation. Its point of view may be expressed through conferences, publications, radio and television equipment, and telematics network;
  2. f) Train and prepare technicians and operators who intend to carry out their work in international cooperation programmes;
  3. g) Carry out research and promote information activities on developing countries’ issues, throughout their national territory, by any technological means;
  4. h) Raise public awareness of the need to build a multifarious world, in terms of ethnicities, languages, customs, areas, regions, autonomies, ideas, aspirations, and creativity; a world where diversity is a source of enrichment for the individual and the whole society, and not a reason for discrimination;
  5. i) Organise meetings, seminars and retreats for individual development aimed at internal strengthening and at opening communication with others, using the technological means of communication available on the territory;
  6. l) Develop courses, workshops, meetings in schools, conferences and working days, with the aim of training its members, supporters and the general public on the main topics of the Association;
  7. m) Work within its social and cultural influence to carry out and promote cultural, educational, artistic, sporting and other social activities;
  8. n) Establish relations with other national, regional and international institutions, for the exchange and support of joint actions, that coincide with the objectives and the procedures that the Association Energia per i Diritti Umani uses;
  9. o) Promote, organise and manage, on behalf of public and private bodies, any kind of artistic, cultural, educational and social event related to the aims of the Association;
  10. p) Carry out research activities in the agro-food, energy, health, water and socio-cultural fields;
  11. q) Carry out distance sponsorship activities for individuals or communities in developing countries;
  12. r) Collect and ship school, medical and technical materials to implement humane support campaigns in developing countries;
  13. s) Carry out fundraising activities to finance operational-administrative expenses and initiatives in developing countries, including the construction of multifunctional humanist centres, wells, photovoltaic systems, agricultural development projects, micro-credit projects, health prevention campaigns, scholarships and all the other initiatives and projects that the Board of Directors considers more interesting to implement;
  14. t) Disseminate and organise initiatives to promote responsible tourism in the countries where it operates;
  15. u) Organise training events for immigrant communities in Italy, such as Italian courses, information desks for administrative and legal formalities, intercultural exchange meetings, evenings on the culinary traditions of immigrants’ different countries of origin, etc.;
  16. v) Organise initiatives and promote campaigns in developing countries and in Italy, on the rights of the most discriminated sections of the population, such as women and children.

The association makes use of all the useful tools to achieve the corporate purposes. In particular, the association collaborates with local authorities, by signing special agreements and participating in other associations, companies or institutions with similar purposes.

The association, to best achieve its aims, may also carry out any other cultural or recreational activity and may carry out any economic or financial operation, movable or immovable.
MEMBERSHIP ADMISSION

Art. 5 – People who have reached the full legal age can become Members of the Association, provided that they share its purposes and collaborate to pursue them. Members are also required to pay an annual fee, established by the Board of Directors. The membership application must be submitted in writing to the Board of Directors, whose decisions are unappealable.

Temporary members are not eligible.

The associative relationship is established when the Board of Directors accept the application.

RIGHTS AND DUTIES OF MEMBERS

Art. 6 – Becoming a member is voluntary, although commits members to comply with the statutory regulations, the directives and the resolutions that are issued by the organs of the Association, within the scope of these provisions.

All members have equal rights and equal obligations towards the Association.

In particular, all members are entitled to:

  1. a) Participate in all social activities and use the services of the Association;
  2. b) Vote for the approval and the amendments of the Articles of Incorporation and the regulations;
  3. c) Vote for the appointment of the governing bodies of the association;
  4. d) Be elected to the governing bodies of the association.

Each member is required to pay an annual membership fee to the extent established by the Board of Directors, in accordance with its procedures.

LOSS OF MEMBERSHIP

Art. 7 – Membership is lost due to:

(a) Death;

  1. b) Non-payment of the membership fee. The loss occurs three months after the non-payment of the annual membership fee, by decision of the Board of Directors;
  2. c) Resignation. Any member can withdraw from the Association at any time, by giving a written notice to the Board of Directors. The withdrawal will take effect immediately;
  3. d) Expulsion. The Board of Directors shall decide on the expulsion whereas the Members’ Assembly shall ratify it. This occurs after notifying the charges and consulting the member involved, if possible and if the member requests it. The expulsion takes place if the member acted against the Articles of Association, or if there are serious reasons that make the continuation of the associative relationship incompatible.

Members who no longer belong to the Association cannot request the contributions paid and have no right over the assets of the Association itself.

 

ASSOCIATIVE BODIES

Art. 8 – The association’s bodies are:

  1. a) The Members’ Assembly;
  2. b) The Board of Directors;
  3. c) The Chairman.

All appointments are elective and free; the reimbursement of expenses is allowed only if authorized and documented.

MEMBERS’ ASSEMBLY

Art. 9 – The duly constituted Assembly represents all the members. Its decisions comply with the law and with the current Articles of Incorporation, and commit all the members.

The Assembly is the supreme decision-making body.

The Assembly may be ordinary or extraordinary.
POWERS OF THE ASSEMBLY

Art. 10 – The Ordinary Assembly is responsible for:

  1. a) Outlining the general guidelines of the Association’s activities;
  2. b) Approving the balance sheet and the budget of the Association;
  3. c) Electing the Chairman;
  4. d) Electing the Board of Directors, by determining its number;
  5. e) Dismissing the previous appointments with a justified decision and a two-thirds majority of those present;
  6. f) Ratifying members’ expulsion, formerly decided by the Board of Directors;
  7. g) Deciding on any topic submitted by the Board of Directors.

The Extraordinary Assembly is responsible for:

  1. h) Amending the Articles of Incorporation, with a majority of two-thirds of those present;
  2. i) Deciding on the dissolution of the Association, on the appointment of the liquidator, and on the destination of the Association’s assets, with a majority of two-thirds of those present.

CONVENING THE ASSEMBLY

Art. 11 – The Assembly is convened by the Chairman of the Association at the headquarters or elsewhere, provided that it occurs within the national territory at least once a year, by the month of April, and whenever the President deems it appropriate.

It must also be convened whenever requested by the majority of the Board of Directors or by at least one-third of the Members.

The Assembly is convened by the Chairman of the Association, via written communication, or email, at least fifteen days prior to the meeting. The convening notice must specify the agenda, the date, the place and the time of the meeting. The same applies to a possible second call.

The Assembly may be convened in second call on the same day as the first call, provided that there are at least two hours in between.

In first call, the Assembly is validly established by the presence of the majority of the members, in person or by proxy.

In second call, the Assembly is validly established regardless of the number of members.

HOW THE ASSEMBLY WORKS

Art. 12 – Members in good standing with the payment of the membership fee have the right to participate in the Assembly.

Each member has the right to one vote.

Each member may be represented by another member, by written proxy. No more than one proxy may be given to the same person.

The Chairman of the Assembly is responsible for verifying the regularity of the proxies.

The Assembly resolutions, in first or second call, are taken with the majority of votes of those present, in person or by proxy. The same does not apply to the cases referred to points e), h), and i), of article 10, where a majority of two-thirds of those present is required.

The dissolution of the Association and the assignment of its assets must be agreed by the Board of Directors.

The Assembly is presided by the Chairman of the Association or, in his absence, by the Vice-Chairman or, in his absence, by a Chairman elected by the Assembly.

The Secretary’s duties are performed by the Secretary of the Association or, in his absence, by a person appointed by the Assembly.

The minutes of the Assembly are drawn up by the Secretary and signed by the Chairman and the Secretary.

The decisions taken by the Assembly, whether ordinary or extraordinary, are binding on all members, including the absent or dissenting ones.

Every member has the right to consult the minutes of Assembly.

BOARD OF DIRECTORS

Art. 13 – The Board of Directors is formed by a number of directors that should be no less than three, and no more than eleven, plus the Chairman, who is part of it by right. The Assembly decides every time on the number of directors.

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

If one or more directors are absent, the Board of Directors shall replace them by appointing the members elected in the last Assembly, in ranking order.

In any case, the new Directors’ term of office expires alongside the one of the Directors in office at the time of their appointment.

If more than half of the directors of the Board are absent, the Chairman shall convene the Assembly for new elections.

POWERS OF THE BOARD OF DIRECTORS

Art. 14 – The Board of Directors is responsible for:

  1. a) Implementing the general guidelines decided by the Assembly;
  2. b) Examining the budget and the balance sheets prepared by the Chairman before submitting them to the Assembly for approval;
  3. c) Providing for the extraordinary administration of the Association;
  4. d) Electing new members;
  5. e) Establish the annual fees to be paid by the Members;
  6. f) Expelling members by a reasoned decision, as mentioned in Article 7, and submitting the decision to the decision of the first convened Assembly;
  7. g) Promoting any initiative aimed at achieving social aims, taking all the necessary measures for the organisation and functioning of the Association;
  8. h) Deciding whether to employ any staff;
  9. i) Issuing the internal regulations of Association bodies;
  10. l) Identifying, establishing and directing operational, technical and scientific committees, determining their duration, mode of operation, objectives and, where appropriate, remuneration.

The Board of Directors may delegate the performance of certain tasks to one or more members, and delegate the study of specific problems to working groups.

The Board of Directors may appoint among its members the Vice-Chairman, the Treasurer and the Secretary.

CONVENING THE BOARD OF DIRECTORS

Art. 15 – The Board of Directors meets at the invitation of the Chairman at least three times a year. It is also convened any time he deems it appropriate, or when at least half of the directors of the Board make a written request.

Each director of the Board shall be invited to the meetings at least five days before. Only in urgent circumstances may the Board of Directors be convened within twenty-four hours. The meetings may be convened by letter, fax or e-mail.

The notice of call must indicate the items on the agenda.

HOW THE BOARD OF DIRECTORS WORKS

Art. 16 – For the meeting of the Board of Directors to be valid, the majority of its members must be present.

The meeting shall be presided by the Chairman of the Association or, in his absence, by the Vice-Chairman or, in his absence, by another senior director of the Board, in terms of participation in the Association.

The Secretary’s duties are performed by the Secretary of the Association or, in his absence, by a person appointed by the person who presides over the meeting.

Resolutions are taken by majority vote. If obtaining the same number of votes, the Chairman’s vote prevails.

Minutes of the resolutions themselves shall be drawn up and signed by the Chairman and the Secretary.

THE CHAIRMAN

Art. 17 – The Chairman is elected by the Assembly, holds office for three years and may be re-elected.

The first appointment is approved in the Articles of Incorporation.

The Chairman is the legal representative of the Association towards third parties, and presides over the meetings of the Members’ Assembly and of the Board of Directors.

In case of urgency, the Chairman takes all measures in the interest of the Association, even if they fall within the competence of the Board of Directors, to who will report at the first following meeting.

POWERS OF THE CHAIRMAN

Art. 18 – The Chairman has the powers of the Ordinary Administration of the Association. He may be delegated, in writing and each time, powers that the Board of Directors deems it necessary, including the powers of Extraordinary Administration.

In particular, the Chairman is responsible for:

  1. a) Convening and presiding the Assembly and the Board of Directors;
  2. b) Preparing the broad lines of the programme of activities for the year;
  3. c) Drawing up the annual final report on the Association’s activities;
  4. d) Preparing, with the assistance of the Treasurer, if appointed, the budget and the balance sheets;
  5. e) Ensuring compliance with the regulations in the Articles of Incorporation;
  6. f) Supervising the organisations and the facilities of the Association.

In the event of unavailability, absence or any other impediment, the Chairman is temporarily replaced by the Vice-Chairman or, in his absence, by the most senior Director.

VICE-CHAIRMAN, SECRETARY AND TREASURER

Art. 19 – The Vice-Chairman, if appointed, replaces the Chairman in the event of his absence or temporary impediment, and in those duties that have been delegated to him.

The Secretary, if appointed, assists the Chairman. He is responsible for keeping and updating the corporate books, and for the drafting and the storage of the minutes of the Assembly and the Board of Directors meetings.

The Treasurer, if appointed, collaborates with the Chairman, by keeping and updating the accounting books, and assisting the President in the preparation of the Association’s budget.

ECONOMIC RESOURCES AND ASSETS

Art. 20 – The association draws the financial resources for operating and implementing its activity from:

  1. a) Membership fees and membership subsidies;
  2. b) Interest-free loans from members;
  3. c) Contributions from private individuals;
  4. d) Contributions from the government, public bodies and institutions;
  5. e) Contributions from international organisations;
  6. f) Donations and bequests in wills;
  7. g) Revenue from agreements;
  8. h) Income from movable or immovable property received by the association for any reason;
  9. i) Revenue from institutional and/or related activities.

The indivisible Association’s assents consist of:

  1. l) Movable and immovable property;
  2. m) Gifts, bequests or successions.

Even during the Association’s life, members cannot demand the division of the common resources.

The proceeds from activities, the profits and the operating surpluses, funds, reserves or capital, will not be distributed, not even indirectly, during the life of the Association, unless the destination or distribution is imposed by law, and therefore will be brought forward, capitalized and used for the performance of institutional activities and the achievement of the goals pursued by the Association.

FINANCIAL YEAR

Art. 21 – The financial year runs from 1 January to 31 December of each year. At the end of the financial year, the balance sheets shall be drawn up and submitted, within four months, to the Assembly for approval.

The balance sheets must show the assets, the contributions, and the bequests received during the financial year.

It is forbidden, even indirectly and in any form, to distribute profits, operating surpluses, funds, reserves or capital among members, unless the destination or distribution is required by law. They will therefore be used to implement institutional and directly related activities.

MEMBERSHIP FEES

Art. 22 – The amount of the membership fee to be paid by the members is determined by the Board of Directors. It is annual and cannot be divided, nor can it be repeated in the event of withdrawal or loss of membership.

Members who are not in good standing with the payment of the membership fees cannot participate in the Assembly meetings, nor take part in the activities of the Association. They cannot vote and are not eligible to stand for election in the Association.

OPERATING PROFITS AND SURPLUSES

Art. 23 – It is forbidden for the Association to distribute, even indirectly, profits and surplus, funds, reserves or capital, during the life of the organisation unless the destination or distribution are imposed by law or are made in favour of other non-profit organisations that by law, statute or regulation are part of the same organisation.

Profits and surpluses must be used for institutional activities or for activities directly linked to them.

DISSOLUTION OF THE ASSOCIATION

Art. 24 – The association may be dissolved by an Extraordinary Members’ Assembly, convened for this purpose.

The resolution of dissolution is valid if approved with the majority of two-thirds of those present, and if the Board of Directors agrees to it.

In the event of dissolution, the Assembly shall appoint one or more liquidators and determine their powers.

The Association’s assets and the net assets resulting from the liquidation cannot be divided among the members. However, they will be transferred to other non-profit organisations of social utility, or for purposes of public utility, after consulting the control body referred to in Article 3, paragraph 190, of Law No. 662 of 23 December 1996, unless otherwise required by law.

REFERRAL CLAUSE

Art. 25 – For any matters not covered by these Articles of Incorporation, reference is made to the relevant legislation in force.

COMPETENT JURISDICTION

Art. 26 – For any dispute, outside the provisions of art. 5, the Court of Rome shall have jurisdiction.