CONSTITUTION
of the
"International Women's Forum Bologna - APS"
Table of Contents
Art. 1 – Constitution, name and registered office
Pursuant to the Civil Code and Legislative Decree no. 117 of 3 July 2017 and subsequent amendments and additions, a non-profit Associazione di Promozione Sociale called: “International Women’s Forum Bologna – APS (abbreviated as IWF Bologna)”, with registered office in the Municipality of Bologna, is established.
Transfer of the registered office within the same Municipality, may be decided by the Members in an ordinary meeting and will not necessitate a change in the Articles of Association.
The duration of the Association is unlimited.
Art. 2 – Aims and activities
The Association pursues civic, solidarity and social utility purposes through the continuous performance of activities of general interest pursuant to art. 5 of Legislative Decree no. 117 of 3 July 2017 and subsequent amendments and additions.
The International Women’s Forum Bologna – APS aims to promote social and cultural relations and professional opportunities of foreign women residing in Italy and Italian women with life experiences abroad and of women who are interested in enriching their lives with a dimension of international experiences and relationships.
The Association operates without discrimination regarding political persuasion, religious belief, race, ethnicity or gender.
The Association carries out the following activities of general interest:
a) organization and management of charitable, cultural, artistic or recreational activities of social interest, including publishing, promotion and dissemination of culture and the practice of volunteerism and activities of general interest referred to in this Constitution;
b) organization and management of activities of social and cultural interest.
In particular, to realize its set purpose and act in favor of the community, the Association aims to:
- Promote professional networking, resources, and opportunities;
- Support community projects and other philanthropic endeavors;
- Organize meetings with speakers with significant personal experiences;
- Promote guided cultural visits;
- Organize excursions around the city and in the region;
- Organize meetings for cultural and linguistic exchange.
The activities referred to in the previous paragraph, or those directly connected to them, are for members as well as third parties, and are carried out continuously and principally through the personal, voluntary and free services of their members. The activities of the association will be conducted in English in order to ensure the participation of all members.
If necessary, it is possible to hire employees or make use of self-employment services, also of members, within the limits established by current legislation.
The Association may carry out activities other than those of general interest, when explicitly identified and regulated by the Board of Directors, provided that they are secondary and instrumental to those of general interest, in compliance with the criteria and limits established by law and implementing regulations.
The Board of Directors documents the secondary and instrumental nature of the aforementioned activities in the notes which are integral to the Association’s final balance sheet.
Art. 3 – Economic resources
The Association draws the economic resources for the performance of statutory activities for the exclusive pursuit of civic, solidarity and social utility purposes, from:
- members’ fees and contributions;
- any other income allowed pursuant to Legislative Decree 117/2017.
It is forbidden to distribute, even indirectly, the common fund constituted – by way of example and not exhaustive – of profits and operating surpluses, funds and reserves in any case denominated to the members, workers and collaborators, directors and other members of the corporate bodies, even in the case of withdrawal or any other hypothesis of individual dissolution of the associative relationship, unless the destination or distribution is required by law.
Profits and operating surpluses must be used exclusively for the performance of statutory activities for the purpose of pursuing civic, solidarity and social utility purposes.
Voluntary activity cannot be paid in any way, not even by the beneficiary. The volunteer may be reimbursed by the Association for the effectively incurred and documented expenses relative to the activity provided, within the maximum limits and under the conditions previously established by the Association.
The quality of volunteer is incompatible with any form of employment, including self-employment, and with any other paid employment relationship in which the volunteer is a member or an associate.
The financial year of the Association begins and ends respectively on July 1st and June 30th of each year. At the end of each financial year, the Board of Directors draws up the final balance sheet or statement and submits it to the Members’ Assembly for approval within 4 months.
A copy of the final balance sheet will be made available to all members at the same time as the annual general meeting of the members for approval.
The financial statements are drawn up in accordance with Legislative Decree 117/2017 and the related implementing rules.
Art. 4 – Members of the Association
All people regardless of nationality, race, language, religion, political opinions, personal and social conditions as well as all private non-profit legal entities who share the aims of the association and who undertake to respect its Constitution can be members of the Association.
Possible extraordinary exclusions, limitations, or exceptions must be motivated and strictly related to the need to pursue the purposes of social promotion that the association proposes.
The number of members is unlimited.
The number of associated legal entities referred to in the first subparagraph, other than social promotion associations, shall not exceed fifty per cent of the number of social promotion associations.
Art. 5 – Procedure for the admission of members
The admission of a new member is decided by the Board of Directors at the request of the interested party. That decision is communicated to the interested party within 30 days of receipt of the application and noted in the Register of Members, after she has paid the annual membership fee.
The Board of Directors is responsible for the annotation of the name of the new member in the Book of members, after the same has paid the membership fee.
Application for admission is made in writing by the interested party and must contain explicit acceptance of this Constitution, in addition to the commitment to observe any regulations and resolutions adopted by the bodies of the Association.
In case of rejection of an application for admission, within sixty days of receipt of the communication of the measure, the aspiring member or the legal representative of the legal entity has the right to request that the Members’ Assembly pronounce on the rejection at the first useful call. The right to ask the Members’ Assembly to review its decision remains unaffected.
An application for admission submitted by an entity other than a natural person must be submitted by the legal representative of the entity applying for membership.
Art. 6 – Loss of membership
Membership is lost:
- upon death;
- upon withdrawal;
- upon forfeiture due to non-payment of the membership fee 10 days from the formal reminder;
- by exclusion:
- in case of behavior contrary to the purposes of the Association;
- in case of persistent violations of any statutory obligations, regulations and resolutions adopted by the bodies of the Association.
Withdrawal of a member must be communicated in writing to the Association.
The Board of Directors takes note of this at its first useful meeting.
The withdrawal of the member is recorded in the Register of Members by the Board of Directors.
The exclusion of members is approved by the Board of Directors.
In any case, before proceeding with an exclusion resolution, the charges advanced against the member must be contested in writing, allowing the same the right to object.
The member has the right to appeal against the exclusion measure to the Members’ Assembly, which decides on the exclusion at the first useful call. Until the date of the Members’ Assembly, the measure is considered suspended.
The exclusion measure takes effect upon annotation in the Register of Members, following the resolution of the Members’ Assembly ratifying the same measure adopted by the Board of Directors.
The withdrawn or excluded member is not entitled to a refund of the membership fees paid.
Membership fees are non-transferable and non-negotiable.
Art. 7 – Rights and obligations of members
Members are entitled to:
- participate in the life of the Association in the ways provided for by this Constitution and by Association regulations;
- elect the members of the associative bodies and compete for election as members of the latter, except if the member is a minor;
in the case of legal entities or Institutions the right to hold associative office is recognized for their legal representatives or agents; - request the convocation of the Members’ Assembly within the terms provided for in this Constitution;
- formulate proposals to the governing bodies within the programs of the Association and with reference to the purposes set out in this Constitution;
- be informed regarding associative activity;
- examine the Association’s records
Members are required to:
- comply with the Constitution, regulations and resolutions of the associative bodies;
- be in good standing with the payment of the membership fee;
- not to perform acts that damage the interests and image of the Association;
- refrain from any behavior that is contrary to the purposes and rules of the Association;
- contribute, within the limits of their possibilities, to the achievement of the statutory purposes.
Art. 8 – Organs of the Association
The following are the Organs of the Association:
- the Members’ Assembly;
- the Board of Directors;
- the President;
- the Supervisory Body, if established.
The election of the Organs of the Association cannot be in any way bound or limited and must take place in compliance with the maximum freedom of participation in the active and passive electorate.
Art. 9 – The Members’ Meeting
The Members’ Assembly is the highest deliberative body of the Association and is convened in ordinary and extraordinary sessions to be held also with computer aids: it is possible to provide for participation by means of telecommunication or electronically (art. 24 c.4/117) provided that it is possible to verify the identity of the member who intervenes and votes.
It is made up of the members of the Association.
The resolutions validly taken by the Members’ Assembly oblige all members, even absent or dissenting; the Board of Directors shall implement the decisions taken by it.
All members in the Register of Members are entitled to vote in the Members’ Assembly.
Art. 10 – Convocation and intervention of the members
The Members’ Assembly is convened by the President by written notice, also through electronic aids, at least 15 days before the date of the meeting.
The notice of call must contain the items on the agenda, the date, place and time of the meeting established for the first and second call.
The Members’ Assembly is convened by the President of the Board of Directors at least once a year for the approval of the final statement and whenever the President herself or at least two thirds of the members of the Board of Directors or a tenth of the members see the opportunity.
The Members’ Assembly is chaired by the President of the Board of Directors or, in her absence, by the Vice-President and, in the absence of both, by another member of the Board of Directors elected by those present.
If it is not possible to proceed with a meeting with direct intervention of the members, either by choice of the Board of Directors, or where a tenth of the members request it, the Members’ Assembly can take place remotely through the use of telematic methods that will be identified by the Board of Directors, in order to guarantee the participation of the greatest number of members.
The obligation to guarantee the immediate identification of the members involved, the right to vote, as well as the right to participate and intervene in the discussion of the items on the agenda remains unaffected.
If the Members’ Assembly is conducted electronically, it must be made known to all members, in order to allow them adequate participation at the meeting.
Art. 11 – Constitutive quorums
The Ordinary Members’ Assembly is validly constituted on first call when at least half of the members are present or represented. On second call, the Members’ Assembly is validly constituted whatever the number of members attended or represented, at least 30 minutes after the time of convocation.
The Extraordinary Members’ Assembly is validly constituted on first call when at least three quarters of the members are present; on second call it is necessary to have at least half of the members present, on their own or by proxy.
Art. 12 – Deliberative quorums
The resolutions of the Members’ Assembly are taken with the favorable vote of the majority of the members with voting rights who have participated.
To modify the Constitution, the favorable vote of half plus one of the members present on first call is necessary; on second call, three-quarters of those present must vote in favour.
To deliberate the dissolution of the association and the devolution of the assets requires the favorable vote of at least three quarters of the members.
Each member has one vote.
Each member may be represented at the Members’ Assembly by another member by written proxy, also at the bottom of the notice of call; each member cannot receive more than 3 proxies. In the resolutions concerning their responsibility, the members of the Board of Directors do not have the right to vote.
Art. 13 – Powers
The Ordinary Members’ Assembly:
- appointment and dismissal of the members of the Association’s organs;
- appointment and dismissal, when provided for, of the person in charge of the legal audit of the accounts;
- approves the budget;
- deliberates on the responsibility of the members of the Association’s organs and promotes actions requiring answerability towards them;
- deliberates on any appeals submitted by excluded members;
- deliberates on any appeals submitted by aspiring members against the rejection of applications for admission by the Board of Directors;
- approves any regulations regarding the work of the Assembly;
- sets the guidelines of the annual activity;
- allocates any operating surpluses to institutional activities;
- deliberates on the other issue attributed to it by law, by the deed of incorporation or by the Constitution or proposed by the Board of Directors.
The extraordinary Members’ Assembly resolves:
- on amendments to the Constitution;
- on the dissolution, transformation, merger or demerger of the Association;
- on the devolution of assets.
Art. 14 – The Board of Directors
The Board of Directors is made up of an odd number of members, not less than 3 and not more than 9 elected by the Members’ Assembly. The members of the Board of Directors remain in office for 3 years and can be re-elected.
The Board of Directors is chaired by the President or in her absence by the Vice-President and in the absence of both by its oldest member.
Only Members may be members of the Board of Directors.
The Board of Directors may constitute, among its members, an executive management composed of president and vice-president, secretary, treasurer and one or more other directors, to whom it delegates the activities necessary to implement the deliberations of the board itself.
In the event that, due to resignation or other causes, one of the members of the Board of Directors lapses from office, the Board of Directors may replace her by nominating the first among the non-elected, or, if there is no non-elected candidate, by nominating another member, subject to ratification in the next Members’ Assembly of members. The newly nominated Board member shall remain in office for the duration of the entire term of the Board.
In the event that more than half of the members of the Board of Directors lapse, the Members’ Assembly shall appoint a new Board.
Art. 15 – Tasks of the Board of Directors
The Board of Directors:
- appoints a President, a Vice-President, a Secretary and a Treasurer;
- implements the resolutions of the Members’ Assembly;
- prepares budgets or financial statements;
- establishes the amount of the annual membership fee;
- deliberates on applications for new memberships and on measures to exclude members;
- deliberates any internal regulations and its variations;
- provides for ordinary and extraordinary administration activities that are not the responsibility of the Members’ Assembly.
Art. 16 – Convocation, constitutive quorums and vote
The Board of Directors is convened by written communication to be sent (even by e-mail), at least 7 days before the meeting. In the absence of this formality, the Board is in any case validly constituted if all directors are present.
The Board, in order to promote ample participation of the members and ensure the correct and continuous performance of the administrative functions of the Association, may meet remotely, through the use of telematic methods, provided that verification of the identity of participants is guaranteed.
The IT tools used must be known to all Board members and must guarantee each director’s correct and simultaneous participation in the meeting, right to intervene in the discussion of the items on the agenda and their right to vote.
The Board of Directors is normally convened every 12 months (or at least 1 time a year) and/or whenever the President or, on her behalf, the Vice-President, deem it appropriate, or when at least two-thirds of its components request it.
The Board of Directors deliberates with the presence of the majority of its components and the favorable vote of the majority of the participants.
The minutes of each meeting, drawn up in writing by the Secretary and signed by the same and by those who presided over the meeting, are kept in the records and transcribed in the Book of Meetings and Resolutions of the Board of Directors.
Art. 17 – The President
The President, appointed by the Board of Directors, has the task of presiding over the same as well as the Members’ Assembly, establishes the agenda of the meetings of the Board of Directors, chairs the meetings and coordinates the activity of the Association with initiative for all matters not exceeding ordinary administration.
The President is assigned the legal representation of the Association vis-a-vis third parties and in court.
In case of her absence or impediment, her duties are the responsibility of the Vice-President, also appointed by the Board of Directors.
In case of ascertained definitive impediment or resignation, it is up to the Vice President to convene within 30 days the Board of Directors for the election of the new President.
The President shall carry out the deliberations of the Board of Directors; in exceptional cases of necessity and urgency, she assumes its powers, without prejudice to the convocation of the Board for the ratification of her work.
Art. 18 – Supervisory Body
The Supervisory Body, established by free decision of the Members’ Assembly or where imposed by law, has a collegial or monocratic form. If it has a collegial form it is composed of three full members and two alternates, it remains in office for three years and its members, who can also be elected from among non-members, can be re-elected. At least one full member and one alternate member shall be chosen from among the statutory auditors registered in the appropriate register.
The Supervisory Body, if appointed:
- supervises compliance with the law, the Constitution and compliance with the principles of proper administration;
- supervises the adequacy of the organizational, administrative and accounting structure and its concrete functioning;
- certifies that the financial statement has been drawn up in accordance with the law. The financial statement acknowledges the results of the monitoring carried out.
- carries out tasks of monitoring compliance with civic, solidarity and social utility purposes, having particular regard to the provisions of Articles 5 (activities of general interest), 6 (various activities), 7 (fundraising) and 8 (destination of assets and non-profit), of the Third Sector Code.
The Supervisory Body, when certain limits provided for by law are exceeded, also carries out the statutory audit of the accounts.
In this case, the Supervisory Body, be it collegial or monocratic, is made up of statutory auditors registered in the appropriate register.
At the first meeting after its appointment by the Members’ Assembly, the Supervisory Body elects the chairperson from among its members and establishes the modalities of its operation.
Minutes of the meetings are drawn up to be transcribed in a special book.
The members of the Supervisory Body may at any time carry out acts of inspection and control and, to this end, may ask the directors for information on the progress of social operations or on certain businesses.
Art. 19 – Compulsory Records
The association must keep the following Records:
- the Register of Members;
- the Register of meetings and resolutions of the Members’ Assembly, in which the minutes drawn up by public deed are also transcribed;
- the Register of meetings and resolutions of the Board of Directors, the Supervisory Body, where applicable, and any other associative bodies.
Members have the right to examine the Records upon written request to be presented in the forms, in the manner and within the limits set by the Association, which must ensure certain and rapid response times.
Art. 20 – Dissolution
In case of dissolution or extinction of the Association, the residual assets are devolved, subject to the positive opinion of the Regional Office of the Single National Register of the Third Sector, mandatory from the moment in which this Office will be established, and without prejudice to the destination imposed by law, to another third sector body identified at the Extraordinary Members’ Assembly.
Art. 21 – Referral
For anything not expressly reported in this Constitution, reference is made to the Civil Code and other laws in effect on the subject.