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The Statute

THE STATUTE
  • Art. 1 – Under Article. 36 and following of the Civil Code, has established a group called “FRIENDS of ANGAL – ONLUS”, with registered office at the home of Mr. Mario Marsiaj in Via Vivaldi 3 Arbizzano Negrar (Verona).
    The Association is a non-profit social organisation under D. Lgs No 4 December 1997 460.
  • Art. 2 – The Association, apolytical and aconfessionale, not for profit, seeks only to achieve social solidarity, and aims to contribute to the sustenance and development at the St. Luke Missionary of ANGAL, Uganda.
    To achieve the objects, the Association aims to promote awareness and support initiatives of solidarity with the weak peoples of the third world, and in particular the commitment to addressing the hospital mentioned.
    In particular, it proposes:

    • a) to sustain the needs of the Hospital and in particular of the children hospitalized because suffering from malnutrition, and to care for orphans with AIDS;
    • b) to create a network of general practitioners or specialists or professionals with skills useful for the proper functioning of the Hospital, available for free to Angal to offer their work for short periods (eg. the period of leave);
    • c) to organize at Angal “stages” of study for Italian doctors in Africa regarding issues about health, in order also to raise awareness among doctors themselves to these issues;
    • d) to facilitate the sending of doctors and technicians from Uganda in Italy to explore particular techniques that can be made at Angal profitable for the quality of care to the sick patients in the Hospital.
    • The Association will not be involved in activities other than those mentioned above, except those directly related and in no way prevalent.
      In pursuit of its aims, the Association, in occasions like celebrations, anniversaries or awareness campaigns, may also occasionally promote public raising of funds including offers of modest value of goods or services to investors.

  • Art. 3 – The Association has an non-limited duration.
  • Art. 4 – Partners are those who share the aims of the Association and participate in the achievement of social purposes. Members are divided into two categories:
    • a) “ordinary partners” are those who pay the annual fee, participate in the activities of the Association and commit themselves to make the Association known to others;
    • b) “sustainers” are those who, having distinguished themselves in collaboration or in support of the Association, will be admitted with this status as a result of their application to the Board.

    Admission to the Association can not be scheduled for a temporary period, but it is admitted the right of withdrawal.

  • Art. 5 -The members all have equal rights.
    Members are required to contribute to the life of the Association by paying the registration fee and the annual membership fees to the extent determined by the Board of Directors.
    In addition to mandatory contributions, referred to in the preceding paragraph, the Executive Council can promote among members the collection of voluntary contributions to be allocated to specific initiatives.
    The members do not assume any liability beyond the amount of their shares.
    The fee must be paid within the deadline set by the Executive Council, however, before the date of approving the budget.
  • Art. 6 – Those who intend to be admitted as a member must submit an application to the Board of Directors, acting within thirty days. In case of refusal of admission a complaint can be presented before the Board of Arbitrators.
  • Art. 7 – Members cease to belong to the Association, for withdrawal, disqualification, removal or death.
    The member who does not wish to continue to cooperate in the activities of the Association may withdraw. The withdrawal becomes effective with the application to the board of directors, but cancellations after the date of approving the budget does not exempt from payment of the fee for the year. The member who is not regularly paid the annual fee after one year from the non-payment is also withdrawn. A member who performs acts contrary to the objects can be excluded on grounds of acting board of directors.
    Members who cease to belong to the Associacio for termination, revocation and exclusion – as well as the heirs of the deceased member – do not retain any rights to the assets and can not get back the contributions and shares already paid.
  • Art. 8 – The Association draws the means to achieve their goals from:
    • a) subscriptions;
    • b) assets or contributions received;
    • c) proceeds from events and activities organized;
    • d) income arising from its assets.
  • Art. 9 – The fiscal year goes from 1 (first) January to 31 (thirtyfirst) December.
    It is prohibited to the Association to distribute, even indirectly, profits and operating surpluses as well as funds, reserves or capital during the life of the Association, unless the destination or distribution is imposed by law or made to other Associations who, by law, statute or regulation should be part of tha same unit and structure.
    Profits and surpluses shall will be used to carry out the institutional activities or other activities directly related.
  • Art. 10 – The bodies of the Association are: Assembly members, the Board of Directors, the President, the Treasurer, the Secretary, any Board of Auditors, the Board of Arbitrators.
    All positions are unpaid, but the Council will give the Secretary an annual allowance in compliance with article. 10, second paragraph, of Legislative Decree No 460/1997.
  • Art. 11 – The Assembly consists of members with voting rights that comply with the payment of contributions adopted by the Council.
    The Assembly is convened at least once a year by the President or his representative, by the end of April to approve the budget, and is also called whenever the President or the Council deem it appropriate, or when it is requested by at least one third of members in good standing with social security contributions.
    The convocation of the Assembly shall be made by letter, containing the agenda, sent also by fax, to each member at least ten days before the date fixed for the meeting.
    The Assembly is chaired by the President or, in case of his absence, the Vice President, if appointed, or any person designated by him.
  • Art. 12 – Are under the responsibility of the Assembly:
    • a) the approval of the report of the Executive Council on the activities carried out by the Association;
    • b) the approval of the annual budget estimate and Accounts;
    • c) the appointment of the board of directors with the appointment of Chairman and Vice Chairman;
    • d) the appointment of the Board of Auditors;
    • e) the appointment of the College of Arbitrators;
    • f) any act which relates the Association, referred to it by the Council;
    • g) the adoption of internal regulations;
    • h) amendments to the Statute and the Rules of Procedure and the dissolution of the Association and the appointment of one or more liquidators.
  • Art. 13 – Each shareholder of age, irrespective of the category, has the right to vote in all deliberations of the Assembly including those involving the adoption and alteration of the Rules and Regulations, and the appointment of governing bodies of the Association.
    Each shareholder may be represented by another member, having similar voting rights, by written delegation.
    The Assembly is validly constituted on first call with the presence, in person or by delegation, at least half of the total number of members entitled to vote under this Statute, on second call or the number of members entitled to voting place in person or by proxy.
    The deliberations are taken by absolute majority of voters, except for the election of the positions for which there is sufficient relative majority.
    The dissolution of the Association and the devolution of assets requires the affirmative vote of at least three-fourths of the members, either in the first or on second call.
  • Art. 14 – The Executive Council is composed of a number of members varies from 3 (three) to 7 (seven) elected by even among non-members and runs for three years.
    The directors are reelected. In the event of termination of a Director during the year is the Council’s ability to co-opt a replacement who will remain in office until the next meeting.
    In the event of termination of the majority of the directors in office, is deprived of the full Council.
  • Art. 15 – The meetings of the Executive Council shall be convened by the Chairman or the Vice President with a notice containing the agenda sent at least ten days before the Assembly (except in cases of urgency by telex or facsimile at least five days before).
    The Executive Council normally meets twice a year and convened by the President whenever he deems it appropriate, or require at least 3 (three) members.
    The meetings are chaired by the President or, failing that, by the Vice President or, failing that, by a person designated by the speakers.
    The Council is validly constituted by the presence of at least half of its members and shall act by a majority of those present.
    In the event of a tie, the vote of the person presiding.
    The Council may appoint one of its members as Treasurer and Secretary, which may be outside the Council and where there has already done the Assembly, appoint the President and the Vice President.
  • Art.16 – The Council is entrusted with the management of ordinary and extraordinary, the promotion and organization of social activity, the provision of resources available to the Association to achieve the aims set out in this statute. The Council shall prepare the annual budget and final accounts on the basis of drafts prepared by the Treasurer.
    The Council determines the amount of minimum fees to be paid annually by each class of shareholders and the amount of any contributions to be paid one-off and a time limit within which the same shall be paid. The Executive Council shall act also on the admission, withdrawal, revocation and to the exclusion of members.
  • Art. 17 – The deliberations of the Assembly and the Executive Council shall consist in the minutes signed by the President and the Secretary entered into a register.
  • Art. 18 – The President has legal representation and signature before third parties and in court, with power to appoint prosecutors. In case of absence or impediment he is replaced by the Vice-President. The President shall implement the resolutions of the board of directors. The Executive Council may delegate to the President or one or more members of the Board of its powers within the limits specified in the declaration of delegation.
  • Art. 19 – The Treasurer shall keep the cash, annually compiles the draft budget and final accounts and prepares a report on economic management to be submitted to the Association.
  • Art. 20 – The Secretary shall implement the resolutions of the Council and management of the ordinary.
    Exercise all other functions by the Council possibly delegated to him.
  • Art. 21 – The Board of Auditors is composed of three members and two alternates elected, even among non-members, by the assembly, if may be necessary or required by Law, with the appointment of the President. The Board of Auditors shall exercise the functions of the audit and report to the meeting.
    The Board of Auditors shall remain in office for three years and the auditors are re-elected.
  • Art. 22 – Any dispute arising between members or between members and the Association or its bodies will be subject to the jurisdiction of a Board of Arbitrators consisting of three members appointed by the Assembly.
    The Arbitrators shall hold office for three years and are eligible for re-election; judge “ex aequo et bono” without procedural formalities.
    Their decision is final.
  • Art. 23 – The dissolution of the advance will be decided by the shareholders.
    In case of dissolution, the Assembly shall appoint one or more liquidators and any of the remaining assets will be handed over, on the advice of the Assembly, by the liquidators for other non-profit organization of social or public purposes usefulness, however, felt the control body provided for in art. 3 – paragraph 190 of Law No 23 December 1996 662, unless otherwise required by law Destination.
  • Art. 24 – For matters not covered by this statute the laws in force shall apply.

Signed Mario Marsiaj
Signed Giuseppe Boschetti Notary L.S.