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STATUTE OF THE CULTURAL ASSOCIATION

“LOVE ITALY”

Article 1

Denomination – Registered Office – Duration

The Cultural Association “Love Italy” is hereby founded and ruled in accordance with art. 14 et seq. of the Italian Civil Code. The Association will make use of the name “Love Italy – Cultural Association ” or the abbreviated form” LoveItaly ” either together or separately. The Association has its legally registered office in Rome, Via Marsala 29 H. The Board of Directors may move the headquarters of the Association within the city of Rome with a two-thirds majority of its members. Representations, delegations and offices may be set up in Italy and abroad. The Association is established for an indefinite period of time.

Article 2

Areas of Operation

The Association is a not-for-profit organization and operates throughout Italian territory. The Association may establish secondary branches, locally and regionally.

Article 3

Goals and Activities of the Association

The Association endorses the protection, maintenance, restoration, enhancement and promotion of cultural and environmental heritage, public and private, all intended as a common heritage for which we must share the responsibility of care, management and regeneration. The Association offers support to institutions, to places of culture and to cultural projects developed by local authorities in urban suburbs, that can be for example, cleaning, maintenance or landscaping of urban areas for projects presented by individual citizens or associations through fundraising in order to achieve the objectives of the Association.

In particular, the Association aims to:

  • aggregate different Italian heritage experts in archaeological, history, environment, art and culture;
  • create a database of cultural projects and stakeholders related to the protection and maintenance of Italian cultural heritage;
  • create and distribute the brand “LoveItaly!”;
  • organize fundraising and collect resources, mobilize and foster collaboration between citizens, social innovators, experts, third sector, social partners, philanthropists and philanthropic institutions, socially responsible businesses, schools, universities, cultural institutions and public institutions;
  • promote liberal or private disbursements through patronage, philanthropists, charitable institutions, businesses;
  • manage cultural and environmental sites ensuring an active fruition in addition to routine maintenance, possibly in collaboration with active citizens and social innovators;
  • develop methodologies, projects and experiences of participation, sharing and active collaboration and widespread protection and maintenance of cultural world heritage;
  • initiate or cooperate in the launching of innovative startups for the management, use and maintenance of cultural world heritage;

In regard to conservation, maintenance, regeneration, promotion, protection and fruition of world heritage cultural and environmental properties, the Association may, in respect to its non-profit purposes:

  • create a platform for crowdsourcing and crowdfunding.
  • support and participate in initiatives, projects, events, meetings, conferences, seminars and information dissemination;
  • provide information to citizens, businesses and administrations;
  • design and participate in training and communication initiatives;
  • carry out traditional and digital publishing.

The Association can pursue its aims also through agreements with other entities or institutions, and be the recipient of goods of other associations and foundations with similar aims, in accordance with the procedures provided for in the civil code. The Association does not pursue political purposes, does not carry out political activities, directly or indirectly, nor conduct representing interests or lobbying legislation.

For the implementation of its purposes, the Association may hire or engage experts or other qualified persons or institutions outside of the Association.

The Association may not engage in activities other than those listed above except for those that are ancillary or instrumental to those stated in the Statute.

Article 4

Membership

All those who share the goals laid down by the Statute and want to contribute financially and/or personally may be a part of the Association. Whoever wants to join the Association must:

  • submit a written application addressed to the Board of Directors which will decide by majority vote;
  • declare to accept the rules and regulations of the Statute;
  • pay the annual fee set by the Board of Directors.

Lack of admission must be reasoned.

Members are distinguished between Founding Members, Members and Honorary Members:

  • Founding Members are those who have participated in the Constitution of the Association; and all those whom status is subsequently credited, because of particular merit, with deliberation of the Board of Directors by a majority of two-thirds;
  • Members are those who adhere to the Constitution of the Association, upon presentation of a written and accepted application;
  • Honorary Members are declared as such by the Board of Directors for particular significance or for special merits and fame;

It is understood that the Association may collect payments also from entities, individuals and/or legal entities, that do not belong to any of the categories of members identified above.

All Members are entitled to:

  • participate in all activities promoted by the Association;
  • apply for roles in the Association;
  • participate in Assembly Meetings with voting rights.

All Members have the following obligations:

  • observe the regulations and decisions taken by the Governing Bodies in accordance with the statutory provisions;
  • collaborate with the Governing Bodies for the purposes of the Association;
  • refrain from undertaking actions contrary to the purposes of the Association;
  • pay the membership fee in the manner and within the time limits laid down by the Board of Directors.

Article 5

Loss of Member Status

Members shall cease to belong to the Association for withdrawal, exclusion and for cause of death.

Members may withdraw from the Association at any time if he/she has not assumed the obligation to join it for a certain time. The withdrawal must be communicated in writing to the Board of Directors as soon as the Board of Directors takes note of the declaration of the member who sent the notice of withdrawal. The exclusion is decided by the Board of Directors for serious reasons and after arraignment by assigning a term of thirty days to formulate any counterclaims.

In particular, the exclusion may be deliberate if the Member:

  • has damaged the Association morally and materially.
  • has not fulfilled the provisions of the statutes, internal regulations or the decisions taken by the Governing Bodies. Members who have resigned or have been excluded or have ceased to belong to the Association, cannot repeat contributions and have no claim on the assets of the Association.

Article 6

Governing Bodies

The Association consists of:

  • General Assembly of Members;
  • Board of Directors;
  • President, Vice-Presidents and Secretary General;
  • Committee of Supervisors

It is understood that the Association may adopt its own rules of procedure in operation, approved by the general meeting of shareholders with a majority of those present. Membership roles are on a volunteer basis. Remuneration may be assigned to members of the Association and/or Members of the Board of Directors vested with special powers on behalf of the Association and previously authorized by the Board of Directors. Reimbursement of expenses incurred on behalf of the Association must be previously authorized by the Board of Directors and adequately documented.

Article 7

Assembly

The Assembly is the sovereign body of the Association. All members who have paid the annual membership fee shall be entitled to participate in both ordinary and extraordinary Assemblies. Moreover, people outside of the Association will also be allowed to participate in the meetings in an advisory capacity (so-called “Academics”), or other people outside the Association with particular expertise that can contribute to the objectives of the Association and in accordance with procedures established by the Board of Directors. The ordinary Assembly has the following duties:

  • approve the annual programming guidelines for social activities;
  • approve by April 30th of each year the budget estimates and the balance sheet of the previous year;
  • appoint the Board of Directors;
  • deliberate regulations and their amendments;
  • deliberate on all matters pertaining to the management of the Association that the Board of Directors deems necessary;
  • deliberate resolutions concerning the exclusion of members;
  • deliberate participation in entities, companies and other bodies with similar statutory purpose or instrumental to the achievement of the Association’s social goals;
  • deliberate on all other matters reserved to it by law or by the Statute.

Requests must be made by written notice and sent by e-mail or fax to individual members at least 7 (seven) days before the date scheduled for the meeting. In the absence of a written request, the meetings will be equally valid if all members are present or are represented by proxy.

The notice must contain the day, place and time for the first and second convocation, respectively, as well as the list of subjects to be dealt with. The ordinary general meeting is convened by the President of the Board of Directors or by the Vice President at least once a year to approve budgets and whenever the President or Vice President, or at least 1/3 (one third) of the members of the Board of Directors or 1/10 (one tenth) of the members consider a meeting opportune. If specific issues need to be addressed to the Assembly, external professionals and experts may participate but without the right to vote.

The Extraordinary Assembly decides upon changes to the Statute, the dissolution of the Association and devolution of any remaining assets after liquidation.

The Ordinary and Extraordinary Assembly is chaired by the President of the Board of Directors or by the Vice-President, or, in the absence of both, by the oldest Member of the Board of Directors. The Ordinary Assembly is validly constituted on first convocation when at least half of the members are present or represented. In second convocation, to be carried out after at least 24 hours after the first meeting, the Assembly is validly constituted regardless of the number of members present or represented. The resolutions of the members are taken by majority vote of those present.

For any changes to the Statute, the extraordinary Assembly is validly constituted with the presence of 3/4 (three-fourths) of the members in first convocation. In second convocation, to be carried out after at least 48 (forty-eight) hours from the first convocation, the Assembly is validly constituted with the presence of half plus one of its members. Resolutions are taken by a majority vote of those present. To decide on the dissolution of the Association and the devolution of assets the approval of at least half plus one of the members is required.

Each Member may be represented at the meeting by another Member upon written delegation. Each Member may not represent more than five Members, if the Association has not more than one hundred associates. Once there are 100 associates, each Member may represent up to ten Members. Members cannot participate in the voting on matters concerning their interests and where there is a conflict of interest.

The minutes of the Assembly containing the adopted resolutions must be signed by the Secretary and by the President or Vice President and brought to the attention of all Members.

The resolutions adopted by the Assembly validly oblige all Members, even if absent, abstaining or dissenting.

Any other aspect related to the functioning of the Assembly and the modalities of participation and exercise of voting, even electronically, is governed by a regulation adopted by the Assembly.

Article 8

Board Of Directors

The Board of Directors is composed of a number of Members not less than 6 (six) and not greater than 14 (fourteen) elected by the Assembly by ensuring that at least half plus one of the Members of the Board of Directors is designated by the Founding Members. The Board of Directors has the duration of 3 (three) years and Members may be re-elected. The Board of Directors appoints the President and the Honorary President, Vice President and Secretary.

In case of resignation or other causes, if one or more Members of the Board are missing, the Assembly may provide for their replacement by appointing the first non-elected and appointed Member and he/she shall remain in office until the expiry of the entire Board. Upon expiration, or in the event that there are less than half of the members of the Board, the Assembly shall appoint a new Board Member within the maximum period of 3 (three) months. The Board of Directors is the Executive Body and has all powers of ordinary and extraordinary administration duties that do not belong to the Assembly and are not delegated to one or more Members of the Board of Directors and are in the limits of what was established annually by the Board.

The Board of Directors has the following duties:

  • carry out the resolutions of the Assembly;
  • draw up the annual program of social activities contained in the Statute according to the lines dictated by the Assembly;
  • prepare budgets for submission to the Assembly for approval;
  • appoint its President, Vice-Presidents, Secretary General;
  • decide on applications for new members;
  • fixing the annual fee for membership of the Association;
  • assign duties to members of the Association or to those of the Board;
  • ensure proper exercise of the duties of Members and subjects to whom duties are attributed;
  • periodically assess the progress of the implementation of the annual program of social activities and the annual objectives set out therein.

The Board of Directors is chaired by the President or the Vice President designated for that purpose and, in the absence of both, by the oldest Board Member. The Board is convened whenever the President or one of the Vice-Presidents deem appropriate or when at least 1/3 (one third) of the components make a request. The Board can deliberate in the presence and with the favorable vote of the majority of its members, each having only one vote. A vote cannot be delegated. In each meeting of the Board of Directors, the minutes shall be drawn up by the Secretary General who must sign with the President or Vice President designated for that purpose. Any other aspect related to the functioning of the Board and the arrangements for participation and exercise of voting electronically is governed by a regulation adopted by the Board.

Article 9

President

The President is responsible for chairing the Assembly, the Board of Directors and coordinating the work. The President has an honorary role and has no operational powers.

Article 10

Vice-Presidents and Secretary General

The Association is governed by two Vice-Presidents which the Board of Directors accredites legal representation of the Association and the role of national and international representation and coordination of the activities of the Association. The Vice-Presidents are delegated to perform all acts considered useful and necessary for the activities of the Association and to establish the necessary actions to implement the annual program of social activities.

The Vice-Presidents are assisted and supported in its functions by the Secretary General. The nomination of Secretary General is proposed by the Vice Presidents but appointed by the Board. The Secretary General oversees the technical and financial activities of the Association and is responsible for the implementation of the resolutions of the Board of Directors and the directives of the Vice-Presidents. The Secretary General accomplishes every necessary act and subsequently reports to the designated Vice-President who is responsible for coordination and supervision of the of the activities of the Association. The Board or the Vice-Presidents may furthermore delegate more powers to the Secretary General for performance of specific resolutions, from time to time adopted by the Board of Directors, or in general any power associated to the implementation, coordination, execution and the success of projects approved by the Board in order to achieve the objectives of the Association.

The Secretary General draws up and signs, together with the Vice-President, the minutes of the meetings of the Board of Directors, carries out the acts of the proceedings of the Board. Subject to the approval of the Board or of the Vice-President, the Secretary General may hire staff, determine salaries and economic treatment and has disciplinary power in accordance with the law.

Article 11

Board of Supervisors

The Board of Supervisors, appointed by the Board of Directors, expresses non-binding opinions on the projects and the goals of the Association. It periodically assesses projects and initiatives undertaken by the Association and assesses the results of a project and gives an account of it by means of a special report or hearing.

Article 12

Endowment Fund

The assets of the Association are indivisible and consist of:

  • initial fees from members when constituting the Association;
  • public and private contributions deliberated by the Council to increase the Endowment Fund;
  • any other funds for the Association that are received for any reason whatsoever and expressly intended to increase the Endowment Fund;
  • managing residue not used and not transferred in subsequent financial years;
  • any reserve funds set up with surpluses.

The Board may establish a separate administration for the goods received by donations and/or wills for the pursuit of special purpose indicated by the donors.

Article 13

Fund Management

The Association draws its economic resources for support and operation by:

  • annual membership dues;
  • contributions of members, individuals, public bodies and international institutions;
  • refunds or charges arising from conventions or reports related to statutory purposes;
  • interest, dividends, rents, payments arising from bonds and royalties that should not constitute more than one-third of fund management;
  • income from commercial activities and marginal production and accounted for independently;
  • liberal donations by parties interested in contributing to the development of the activities of the Association.

All entries and any surpluses are only intended for the realization of the aims of the Association.

Article 14

Annual Financial Statements

The Association’s financial year begins on January 1st and ends on December 31st of each year. The Board of Directors draws up the balance sheet, which must be the assets, contributions or bequests received and expenditure incurred, and submit it for approval of the Assembly within the month of April. The Board of Directors draws up the budget, which must contain the estimates of income and expenditure and submit it for approval of the Assembly within the month of April. It is forbidden to distribute profits, surpluses, funds, reserves or capital to Members.

Article 15

Liquidation and Asset Devolution

The dissolution of the Association and the devolution of funds are arranged by deliberation of the Assembly and approved by a favorable vote of half plus one of the members.

The remaining assets, if any, after liquidation in accordance with the civil code (arts. 11 et seq.), will be donated to other organizations/Institutes with equal or similar objectives to those of the Association.

Article 16

General Provisions

For anything not specifically provided for in this Statute, the rules of the civil code and other laws shall be applied.