IWF Constitution (English)

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, an Associazione di Promozione Sociale called: “International Women’s Forum Bologna – APS”, with registered office in the Municipality of Bologna, operating on a non-profit basis, is established.

Any transfer of the registered office within the same Municipality does not entail a change in the Articles of Association and may be decided by resolution of the Ordinary Members’ Meeting.

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:

1. Promote professional networking, resources, and opportunities;

2. Support community projects and other philanthropic endeavors;

3. Organize meetings with speakers with significant personal experiences;

4. Promote guided cultural visits;

5. Organize excursions around the city and in the region;

6. 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:

  1. members’ fees and contributions;
  2. any other entry 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 expenses actually incurred and documented for 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 and self-employment relationship and with any other paid employment relationship with which the volunteer is a member or 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’ Meeting 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 Convocation of the Members’ Meeting which will arrange for its 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 natural persons without distinction of nationality, race, language, religion, political opinions, personal and social conditions as well as all private non-profit legal persons who share the aims of the association and who undertake to respect its statute can be members of the Association.

Any exceptional exclusions, limitations, exclusions 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 persons 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. The resolution is communicated to the interested party within 30 days of receipt of the application and noted in the register of members, after he has paid the annual membership fee.

The Board of Directors takes care of the annotation of the name of the new member in the Book of members, after the same has paid the membership fee.

The application for admission is made in writing by the interested party and must contain the explicit acceptance of this statute, in addition to the commitment to observe any regulations and resolutions adopted by the bodies of the Association.

In case of rejection of the application for admission, within sixty days of receipt of the communication of the measure, the aspiring associate or the legal representative of the legal person has the right to request that the assembly pronounce on the rejection at the first useful call. The right to ask the assembly to review its decision remains unaffected.

In the case of an application for admission submitted by a person other than natural persons, it must be submitted by the legal representative of the person applying for membership.

Art. 6 – Loss of membership

The quality of member is lost:

  • for death;
  • for withdrawal;
  • for 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 statutory obligations, any regulations and resolutions adopted by the bodies of the Association.

The withdrawal by the members must be communicated in writing to the Association.

The Board of Directors takes note of this at the first useful meeting.

The withdrawal of the member is noted on 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 the exclusion resolution, the charges advanced against the shareholder must be contested in writing, allowing the same right of reply.

Against the exclusion measure, the member has the right to appeal to the Members’ Meeting that decides on the exclusion at the first useful call. Until the date of the Members’ Meeting, the measure is considered suspended.

The exclusion measure takes effect from the annotation on the members’ register following the resolution of the Assembly ratifying the same measure adopted by the Board of Directors.

The withdrawn or excluded member is not entitled to the refund of the membership fees paid.

Membership fees are non-transferable and non-revaluable.

Art. 7 – Rights and obligations of members

Members are entitled to:

  • participate in the associative life in the ways provided for by this statute and by the associative regulations;
  • elect the members of the associative bodies and compete for the election as members of the latter, except in the case in which the subject is a minor; in the case of legal persons or entities the right to access the associative offices is recognized by their legal representatives or agents;
  • request the convocation of the Shareholders’ Meeting within the terms provided for in this Statute;
  • formulate proposals to the governing bodies within the programs of the Association and with reference to the purposes set out in this statute;
  • be informed about the associative activity;
  • examine social books.

Members are required to:

  • comply with the Statute, 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 its possibilities, to the achievement of the statutory purposes.

Art. 8 – Organs of the Association

The following are the Bodies of the Association:

  • the Members’ Meeting;
  • 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 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’ meeting oblige all members, even absent or dissenting; the Board of Directors shall implement the decisions taken by it.

In the assemblies are entitled to vote all members registered in the Book of Members.

Art. 10 – Convocation and intervention of the members

The Members’ meeting 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 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 himself or at least two thirds of the members of the Board of Directors or a tenth of the members see the opportunity.

The Assembly is chaired by the President of the Board of Directors or, in his absence, by the Vice-President and, in the absence of both, by another member of the Board of Directors elected by those present.

In order to guarantee the widest participation of the members, in case of impossibility to proceed with a meeting with direct intervention of the members or on the choice of the Board of Directors or, where a tenth of the members request it, the assembly can take place remotely, through the use of telematic methods that will be identified by the Board of Directors.

The obligation to guarantee the immediate identification of the members involved, the right to vote, as well as the right to participate and intervene of the same in the discussion of the items on the agenda remains unaffected.

In the case of conducting the Assembly electronically, the latter must be made known to all members, in order to allow them an adequate intervention at the meeting.

Art. 11 – Constitutive quorums

The Ordinary Members Meeting is validly constituted on first call when at least half of the members are present or represented. On second call, the Members’ Meeting is validly constituted whatever the number of members attended or represented, at least 30 minutes after the time of convocation.

The Extraordinary Members Meeting 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’ Meeting are taken with the favorable vote of the majority of the members who have participated with voting rights.

To modify the statute it is necessary, on first call, the favorable vote of half plus one of the members present; 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’ Meeting by another member by written proxy, also at the bottom of the notice of call; each member can not 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’ Meeting:

  • appointment and dismissal of the members of the corporate bodies;
  • appointment and dismissal, when provided, of the person in charge of the statutory audit of the accounts;
  • approves the budget;
  • deliberates on the responsibility of the members of the corporate bodies and promotes action of responsibility 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 of the Members’ Meeting;
  • sets the guidelines of the annual activity;
  • allocates any operating surpluses to institutional activities;
  • deliberates on the other objects attributed to it by law, by the deed of incorporation or by the Statute or proposed by the Board of Directors.

The extraordinary Members’ Meeting resolves:

  • on amendments to the Articles of Association;
  • 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 – Powers of the Board of Directors

The Board of Directors:

  • appoints a President, a Vice-President,a Secretary and a Treasurer;
  • takes care of the implementation of the resolutions of the Assembly;
  • prepares budgets or 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’ Meeting.

Art. 16 – Convocation, constitutive quorums and vote

The Board of Directors is convened by written communication to be sent also 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 the directors are present.

The Board, in order to promote the widest 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 the possibility of verifying with certainty the identity of the subjects intervened is guaranteed.

The IT tools used must be known to all the members of the Board and must guarantee the correct and simultaneous participation in the meeting, the right to intervene in the discussion of the items on the agenda as well as the right to vote for each director.

The Board of Directors is normally convened every 12 months (or at least 1 time a year) and/or whenever the President or, on his behalf, the Vice-President, deem it appropriate, or when at least two-thirds of the members request it.

It takes its deliberations with the presence of the majority of its members 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 Assembly of members, establishes the agenda of the meetings of the Board of Directors, chairs them and coordinates the activity of the Association with criteria of initiative for all matters not exceeding the ordinary administration.

The President is assigned the legal representation of the Association in front of third parties and in court.

In case of his absence or impediment, his 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, it assumes its powers, without prejudice to the convocation of the Board for the ratification of its work.

Art. 18 – Supervisory Body

The Supervisory Body, established by free decision of the Assembly or in the cases 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 statute 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 social report has been drawn up in accordance with the law. The social report 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 control body, collegial or monocratic, is made up of statutory auditors registered in the appropriate register.

At the first meeting after its appointment by the Shareholders’ Meeting, the supervisory body elects the chairman 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 Control 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 social books

The association must keep:

  • the Book of members;
  • the Book of meetings and resolutions of the assembly, in which the minutes drawn up by public deed are also transcribed;
  • the Book of meetings and resolutions of the Board of Directors, the control body, where applicable, and any other associative bodies.

Members have the right to examine the social books 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 Shareholders’ Meeting.
Art. 21 – Referral

For anything not expressly reported in this Statute, reference is made to the Civil Code and other laws in force on the subject.