STATUTE

Art. 1 Constitution

1. The non-recognized social promotion association called "ZONA BLU", hereinafter referred to as the "Association", is established.

2. The Association is configured as an association for social promotion, pursuant to art. 35 et seq. of the Legislative Decree n. 117 of 2017 (Third Sector Code), as well as the general principles of the legal system, for the non-profit, not even indirect, pursuit of civic, solidarity and social utility purposes.

The association adopts the qualification and the acronym APS in its name which constitutes its distinctive distinctive sign and for this purpose it is included in the documents, correspondence and in any communication and external manifestation of the same.

3. The Association is governed by this Statute and by any regulations that, approved according to the statutory rules, become necessary to better regulate specific association relationships or activities.

Art. 2 Headquarters

1. The Association is based in the Municipality of Milan.

2. By resolution of the Board of Directors, the registered office can be identified and transferred, without the need for statutory modification, as long as it is within the same Municipality.

3. With a resolution of the Board of Directors, operational offices of the Association may also be established in Italy or abroad.

Art. 3 Duration

The Association has an unlimited duration.

Art. 4 Object and purpose

1. The spirit and practice of the Association conform to the principles of the Italian Constitution and are based on full respect for the human, spiritual and cultural dimension of the person.

The Association is non-partisan and will adhere to the following principles: absence of profit, democratic structure and electivity of corporate offices.

2. For the pursuit of civic, solidarity and social utility purposes, the Association carries out the following activities of general interest pursuant to art. 5 paragraph 1 of the Legislative Decree n. 117 of 2017 in favor of associates, their families and third parties, making use mainly of the services of associated volunteers:

contribute to the artistic, cultural and civil development of citizens and to the ever wider spread of democracy and solidarity in human relationships, as well as to the practice and defense of civil, individual, collective and relational liberties;

the main purpose of the Association is to promote cultural, educational, information, recreational and tourist activities, as well as services, thus contributing to the cultural and civil growth of its members, but above all to promote and enhance the artistic culture;

all fields in which cultural, recreational and formative experiences occur and all those in which a civil battle can take place against any form of ignorance, intolerance, violence, censorship, injustice, discrimination, racism, marginalization , of forced loneliness, are potential sectors of intervention of the Association.

The Association in particular pursues these activities of general interest through:

to. organize events, laboratories, conferences, workshops, training courses, seminars, competitions, meetings with the press, conferences aimed at achieving the corporate purpose;

b. stipulate agreements with public or private entities for the management of courses and seminars and guarantee the provision of services within the scope of its own institutional aims;

c. organize didactic activities aimed at members for research and study of the issues inherent to the institutional activities promoted;

d. promotion, diffusion and practice of every cultural, artistic activity in order to favor contacts between Members;

is. use of its headquarters as a space used for co-working, atelier, residence for artists, exhibition space and artistic experimentation;

f. creation of an associated team that will see figures such as psychologists, psychiatrists, educators, pedagogists and other professionals with the aim of improving the achievement of the social purpose;

g. promote and develop the activities of the Association through the publication and / or distribution, including digitally and electronically, of specialized periodicals, manuals, as well as the material and technical documentation produced for the benefit of the members and all interested parties;

h. manage and own, rent or lease any type of plant, whether immovable or mobile, make agreements with other associations or third parties in general, as well as transfer its headquarters or open secondary offices in Italy or abroad, may also carry out any securities, real estate and financial transactions deemed useful, necessary and relevant;

the. organization and promotion of conferences, congresses, trips, courses in the educational, cultural and artistic fields;

L. carry out commercial operations in compliance with the legislation in force on non-commercial entities, such as preparatory and / or associated commercial activities, obviously respecting the dictates of the laws and regulations in force on the subject;

m. manage an internal shop, conducted directly, for the exclusive use of its Members and the Members of the Organization to which they belong for the administration of food and drinks, which becomes the meeting point and the place where the various initiatives and events of institutional character, all for the exclusive use of the Members only;

n. the activities of the association and its purposes are inspired by the principles of equal opportunities between men and women and respectful of the inviolable rights of the person.

To achieve these purposes, the Association may collaborate, join and affiliate, subject to a resolution of the Board of Directors, with any public or private, local, national or international legal person, as well as collaborate with organizations, movements or associations with which it deems useful. have connections and whose activity does not conflict with the institutional purposes of the Association. The Association, following a resolution of the Board of Directors, may receive contributions and subsidies of any kind from public or private individuals or legal entities, offering its assistance and presence in each of the fields in which it carries out its business or, in any case, from anyone. is interested in the development of the Association's activities, and may acquire movable or immovable property.

3. The Association can also carry out, in accordance with art. 6 of the Third Sector Code, activities other than those of general interest indicated above as long as they are secondary and instrumental to the latter according to criteria and limits defined by a specific ministerial decree. These activities are identified with a specific resolution of the Assembly.

4. The Association may also carry out fundraising activities - through the request to third parties for donations, bequests and contributions of a non-cash nature - in order to finance its activities of general interest and in compliance with the principles of truth, transparency and correctness in relations with supporters and with the public.

5. The Association also carries out public awareness and information activities on issues related to its purposes, makes use of every tool useful for the achievement of the social purposes and in particular the collaboration with Local Authorities, also through the stipulation of specific agreements, or with other entities having similar purposes or related to their own.

Art. 5 Associates

1. All persons who expressly share the purposes referred to in the previous article and who intend to participate in the activities of the association with their work, skills and knowledge can join the Association. The number of associates cannot be less than the minimum established by the Third Sector Code; otherwise the membership must be integrated within one year.

2. Those who participated in the constitution and how many others, upon written request, will be admitted by the Board of Directors and will pay the membership fee established annually by the Board of Directors are members of the Association. In the admission application, the interested party declares to know and fully accept this Statute, any regulations and to abide by the resolutions legally adopted by the association bodies.

The Board of Directors decides on the application according to non-discriminatory criteria, consistent with the aims pursued and the activities of general interest carried out.

The deliberation of admission must be communicated to the person concerned and noted, by the Board of Directors, in the book of associates.

3. In case of non-acceptance of the application for admission, the Board of Directors must, within 60 days, motivate the decision of rejection and communicate it to the interested party who, within 60 days of receiving the communication, may ask that the application be pronounced the Assembly, which, if not specifically convened, will deliberate at the first subsequent meeting.

4. The annual fee to be paid by the members is not transferable or repeatable in the event of withdrawal or loss of membership.

    

Art. 6 Rights and duties of the members

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

2. Admission to the Association cannot be carried out for a temporary period, without prejudice to the right of each member to withdraw from the Association at any time by written communication sent to the Association.

3. The associates have the right to information and control established by the laws and the Statute, to consult the company books by making an express written request to the President and to participate in the meetings and, if in compliance with the payment of the membership fee, they have the right to vote in person and by proxy, to elect and be elected to corporate offices.

4. The associates have the obligation to respect the norms of the present Statute, the deliberations of the organs of the Association and to pay the dues in the amount fixed by the Board of Directors. 5. The associated volunteers carry out voluntary work in a personal, spontaneous and free way for the realization of the Association's purposes, as decided by the corporate bodies and consensually assigned to them.

6. Associated volunteers are not allowed to enter into any type of contract with the Association having as their object employment or self-employed relationships. The volunteer can only be reimbursed for the expenses actually incurred for the activity performed, within the limits previously established by the Board of Directors.

7. Those who volunteer must be insured against accidents and illnesses connected with the performance of the activity itself, as well as for civil liability towards third parties, in compliance with the provisions of current legislation.

Art. 7 Loss of membership

The quality of associate is lost by:

  • Death;

  • Resignation: each member can withdraw from the association at any time by giving written notice to the Board of Directors; this withdrawal will take effect immediately. The obligation to pay the membership fee for the current year remains unaffected.

  • Forfeiture: forfeiture is declared by the Board of Directors after six months from the date for which the payment of the membership fee is required.

  • Exclusion: the quality of associate is also lost in the event that the person carries out acts in violation of the provisions of the Statute, any regulation as well as the resolutions approved by the association bodies, behaves in a way that damages the image of the Association, or if they intervene serious reasons that make the continuation of the associative relationship incompatible. The Board of Directors approves the exclusion measure, after contesting the charges and after hearing the member concerned, if requested by the same. The exclusion provision must be communicated by registered letter to the interested party, who may appeal to the Assembly within thirty days. In this case, the President must provide for the convocation of the Assembly within fifteen days of receiving the request and the Assembly must be held within thirty days of the convocation.

Art. 8 Bodies of the Association

1. The bodies of the Association are:

a) the Assembly of Members;

b) the Board of Directors;

c) the President;

d) Control body (if any).

2 All associative positions are elective and have a three-year duration.

Art. 9 Composition and attributions of the Members' Assembly

1. The Assembly is the highest deliberative body of the Association

2. All members can participate in the Assembly, with the right to vote and to vote and to vote, starting from the date of the admission resolution, provided they are up to date with the payment of the annual membership fee.

3. Each member has the right to one vote. Associates may be represented, by written proxy, by other associates. Each member can receive a maximum of two proxies conferred by other members.

4. In particular, the Assembly has the task of:

  • outline, examine and approve the guidelines, programs and general directives of the Association;

  • identify any different, secondary and instrumental activities to be carried out;

  • deliberate on the final balance and on any budget;

  • elect the members of the Board of Directors, determining their number, and any control body;

  • deliberating on the responsibilities of the members of the corporate bodies and promotes liability action against them;

  • deliberate on the appeal of the aspiring shareholder regarding the non-acceptance of his request for admission, pursuant to art. 5 of this Statute;

  • deliberate on the appeal on the provision for exclusion of the member concerned, pursuant to art. 7 of this Statute;

  • deliberate on any other topic that the Board of Directors will want to submit to it.

The Assembly also has the task of:

  • deliberate on changes to the Association's statute;

  • deliberate on the dissolution, transformation, merger or split of the Association itself.

5. The shareholders' meeting resolutions taken in compliance with the law and this Statute oblige all members.

Art. 10 Convocation of the Members' Assembly

1. The Assembly is composed of all the members and must be convened by the President, at least once a year, by 30 April, for the approval of the budgets and whenever the Board of Directors deems it necessary. It must also be convened every time at least one tenth of the members makes a justified request; in this case the President must provide for the convocation within 15 days of receiving the request and the Assembly must be held within 30 days of the convocation.

2. The convocations of the Assembly must be made by written communication to be sent at least 15 days before the date set for the meeting, or by other means, including computer (email, whatsapp, Facebook), suitable to ensure with certainty the delivery. within the aforementioned term.

The notice must contain the day, place and time for the first and second call, as well as the list of matters to be discussed.

Art. 11 Validity of the Assembly

1. The Assembly is chaired by the President of the Association; in his absence, the Assembly is chaired by the Vice President; in the absence of both, the Assembly appoints its own chairman.

2. It is up to the President of the Assembly to ascertain the regularity of the proxies and in general the right to attend the Assembly.

3. The Assembly is validly constituted on first call when at least half plus one of the members is present or represented. On second call, the Assembly is validly constituted whatever the number of members attending or represented.

4. The resolutions of the Assembly are valid when they are approved by the majority of votes. Abstentions are not taken into account in the counting of votes. For the deliberations concerning the statutory changes of the Association it is necessary the presence of the majority of the members and the favorable vote of at least two thirds of the participants in person and by proxy. The transformation, merger, split or dissolution of the Association and relative devolution of the residual assets must be approved with the favorable vote of at least three quarters of the members.

5. The resolutions of the Assembly must be recorded in the minutes signed by the President of the Assembly and by the Secretary. Each member has the right to consult the minutes of the meetings drawn up.

Art. 12 Appointment and composition of the Board of Directors

1. The Board of Directors is the executive body of the Association.

2. The Board of Directors is elected by the Members' Assembly. It is made up of a minimum of three to a maximum of nine members, chosen from among the associates.

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

If one or more members are missing, the Board of Directors replaces them by appointing in their place the associate or associates who followed in the ranking of the vote in the last assembly election. In any case, the new directors expire together with those who are in office at the time of their appointment. If more than half of the councilors are missing, the President must convene the assembly for new elections.

4. The Board of Directors elects the President and the Vice President from among its members and assigns the offices of Secretary and Treasurer, also choosing the latter from among its own members. If necessary, with the exclusion of legal representation, up to two offices may be assigned to a single person.

Art. 13 Convocation and validity of the Board of Directors

1. The Board of Directors is convened by the President whenever necessary and, in any case, at least once for each financial year to deliberate on the final budget and any budget to be presented for the approval of the Members' Assembly, or upon request. motivated by at least two of its members.

2. The convocation is made by written communication to be sent at least 8 days before the date set for the meeting. The notice must contain the day, place and time, as well as the list of matters to be dealt with.

3. The Board of Directors is chaired by the President, or, in his absence, by the Vice President, or, in the absence of both, by the oldest member. The functions of secretary are carried out by the Secretary of the Association or in cases of his absence or impediment by a person designated by the person chairing the meeting.

4. Board meetings are validly constituted when the majority of its members take part. The resolutions of the Board are adopted with the favorable vote of the majority of those present and the same must appear in the minutes of the meeting, signed by the Chairman and the Secretary. Each member has the right to consult the minutes of the meetings drawn up.

Art. 14 Duties of the Board of Directors

1. The Board of Directors is responsible for the implementation of the general directives established by the Assembly and the promotion, in the context of these directives, of any initiative aimed at achieving the aims of the Association.

2. The Board of Directors is also responsible for:

  • elect the President and the Vice President;

  • assign among its members the offices of Secretary and Treasurer;

  • administer the economic resources of the Association and its assets, with the widest powers in this regard;

  • prepare, at the end of each financial year, the final balance and any budget for the following financial year, to be submitted to the Assembly for approval;

  • if it deems it appropriate to draw up a specific internal regulation which, conforming to the rules of this Statute, will have to regulate the specific and organizational aspects of the life of the Association. Said regulation must be submitted for approval to the Assembly which will deliberate with ordinary majorities;

  • call meetings, conferences, etc .;

  • approve all acts of ordinary and extraordinary administration of the Association;

  • deliberate the membership of the Association to other similar institutions;

  • decide on the admission, forfeiture and exclusion of members;

  • to resolve, in case of particular need, to hire employees or to make use of self-employment, also by resorting to its associates in accordance with the provisions of art. 36 of Legislative Decree no. 117/2017;

  • propose to the Assembly the conferral of honors and / or honorific offices to associates or third parties who have acquired particular merits in the activities of the Association; non-members in favor of whom this conferment is approved do not have the rights referred to in art. 6, paragraph 3;

  • set up operational offices, appointing the relative manager / s, with the power of revocation.

Art. 15 The President

1. The President is the legal representative of the Association before third parties, even in court. He is also President of the Assembly and of the Board of Directors.

2. The President is elected by the Board of Directors from among its members, remains in office for three years and can be re-elected.

3. He convenes and chairs the Assembly and the Board of Directors.

4. The President in particular:

a) provides for the execution of the resolutions of the Assembly and of the Board of Directors;

b) is delegated to perform all acts of ordinary administration of the Association and in particular to open bank and postal current accounts and operate on them; carry out ordinary financial and banking transactions; carry out collections of any kind from any office, entity, natural or legal person, issuing receipts; make payments of any kind, including payments of wages and salaries to employees.

For banking and financial transactions, the Board of Directors may request the combined signature of another member of the Board.

5. The President is responsible for maintaining relations with the entities and institutions present in the area.

6. In case of urgency, it can also adopt measures within the competence of the Board of Directors, with the obligation to report to the same in the first subsequent meeting.

7. The Vice President replaces the President in case of his absence or impediment, in all the functions attributed to him.

Art. 16 The Secretary and the Treasurer

1. The Secretary and the Treasurer assist the President in carrying out his duties.

2. The Secretary is responsible for:

a) the drafting of the minutes of the meetings of the Assembly and of the Board of Directors;

b) ensure the timeliness of the convening of the Assembly and the Board of Directors;

c) the drafting of the minutes books as well as the shareholders' register and the register of associates who work for

Volunteering.

3. The Treasurer is responsible for:

a) keep and update the accounting books;

b) prepare the budget of the Association.

Art. 17 Control Body

1. The single-member supervisory body is appointed if the Shareholders' Meeting deems it appropriate or by regulatory obligation, pursuant to art. 30, paragraph 2 of Legislative Decree no. 117/2017.

The member of the Body remains in office for three years, can be re-elected and can also be chosen from among people outside the Association, with regard to their competence, and must be chosen from among the statutory auditors registered in the appropriate register.

2. The Supervisory Body:

• monitors compliance with the law, the Articles of Association and compliance with the principles of correct administration;

• monitors the adequacy of the organizational, administrative and accounting structure and its concrete functioning;

• carries out tasks of monitoring compliance with civic, solidarity and social utility purposes.

3. The member of the Supervisory Body may at any time carry out inspections and checks and, to this end, may ask the directors for information on the progress of company operations or on specific business.

4. It may also exercise, upon exceeding the limits referred to in art. 31, paragraph 1 of Legislative Decree n. 117/2017, the statutory audit.

Art. 18 Company books

The Association must keep the following books by the Board of Directors:

  • book of associates;

  • register of volunteers, who carry out their activities on a non-occasional basis;

  • book of meetings and resolutions of the Assembly;

  • book of meetings and resolutions of the Board of Directors.

The book of meetings and resolutions of any other association bodies are kept by the body to which they refer.

The social books will be kept by the association in both electronic and paper format at the association headquarters and can be consulted by all members who request them in paper format.

Art. 19 Economic resources

1. The revenues of the Association are constituted, in compliance with the limits established by Legislative Decree no. 117/2017, by:

- membership fees and contributions from members;

- donations by associates and third parties;

- donations and bequests;

- income from fundraising activities;

- contributions and contributions made by public administrations, including reimbursements or income deriving from the provision of services carried out under the agreement;

- contributions from public bodies of international law;

- property rents;

- proceeds from the sale of goods and services to members and third parties;

- income from different activities, carried out in a secondary and instrumental way pursuant to art. 6 of Legislative Decree no. 117/2017.

2. It is forbidden to distribute, even indirectly, profits or operating surpluses as well as funds, reserves or capital or operating surpluses, to founders, associates, workers and collaborators, administrators and other members of the corporate bodies, even in the case of withdrawal or any other hypothesis of individual dissolution of the associative relationship.

3. The assets of the Association, including any revenues, proceeds, income however denominated are used for carrying out the statutory activity for the exclusive pursuit of civic, solidarity and social utility purposes.

Art. 20 Financial year

1. The financial year begins on January 1st and ends on December 31st of each year.

2. At the end of each financial year, the Board of Directors draws up the final balance sheet and any budget which it will take care to deposit at the registered office, available to the members, five days before the date established for the annual ordinary Assembly, together with to the report of the auditors, if appointed.

3. The assets, contributions and bequests received must appear in the balance sheet. Any profits or operating surpluses, as well as the patrimonial components obtained with them, cannot be distributed even indirectly, but must be devolved into activities, plants and patrimonial increases aimed at achieving the aims of the Association.

Art. 21 Transformation, merger, demerger, dissolution or extinction

1. The transformation, merger, spin-off, dissolution or termination of the Association is resolved by the Assembly, according to the procedures indicated in art. 11 paragraph 4 of this Statute.

2. The Assembly must, if necessary, appoint one or more liquidators, preferably choosing them from among the members.

3. In the event of dissolution of the Association, all the economic resources remaining after the liquidation has been exhausted cannot be divided among the members, but will be devolved to another third sector body, subject to the positive opinion of the Office referred to in art. 45 paragraph 1 of Legislative Decree no. 117/2017 when established.

Art. 22 General provisions

For anything not provided for by this Statute, by any internal Regulations and by the resolutions of the association bodies, the provisions of Legislative Decree 3 July 2017, n. 117 (Third sector code) and, to the extent compatible, with the provisions of the Civil Code.