STATUTE OF THE ASSOCIATION
Art. 1 Constitution and headquarters
The Association called “Riders 4Riders ” is consituted with base in Faenza, in Via XX Settembre 15. The Association, once obtained the registration at registry office by the Regional Directorate of local Revenue, will use in its name, in the public-facing communications and any distinctive mark that intends to take, the phrase”Non-profit organization of social activities” or the acronym “ONLUS”.
Art. 2 Association Type
– Pursues exclusively charitable purposes;
– It performs only the activities referred to in article 4 and those directly connected;
– Not distribute, even indirectly, profits and operating surpluses as well as funds, reserves or capital during its existence, unless the destination or the distribution are imposed by law or are effected for other non-profit social utility which, by law, statute or regulation are part of the same unitary structure;
– Uses the profits or operating surpluses for the institutional activities and those directly connected to them;
– In case of dissolution for any reason, it will donate the assets of the organization, heard the control body, to other non-profit or public purposes, unless otherwise set by law.
As indicated in the previous paragraph, it will follow the limits and conditions laid down by Legislative decree
December 4, 1997, n. 460.
Art. 3 Duration of the Association
The Association is unlimited in time.
Art. 4 Aims and activities of the Association
The Association has as its purposes the assistance of riders, and their families, who have been victims of accidents during training or motorcycle competitions of various kinds, with particular attention to the athletes affected by the cord injuries and other serious injuries which for their nature require rehabilitative care. The Association has as another object the promotion of events aimed at raising awareness of safety issues, both in implants
host sporting events of motorcycling, and the pilots’ technical clothing, which is in this perspective understood as the first tool to ensure their physical safety.
The Association may carry out activities directly related to those institutional, or accessories as integrative of the same, to the extent permitted by Legislative Decree. 12/04/1997 n. 460 and subsequent amendments and additions.
The Association will ensure its collaboration with other entities for the implementation of initiatives falling within their own purposes.
In order to achieve the social aims, the Association may, inter alia, possess, and / or
manage and / or take or give in lease assets, whether movable and immovable; make contracts and / or
agreements with other associations and / or third parties in general.
Art. 5 Requirements for membership
Can be members of the Association Italian citizens or foreigners residing in Italy of democratic feelings and
behavior, without distinction of sex, race, religion and ideas that share the purposes and statutory principles of the Association.
The list of members of the Association is constantly kept up to date by the Secretary in a special
registry, always available for consultation by the shareholders.
Art. 6 Admission and rights of shareholders
The admission of members is free.
The application form must contain the commitment to observe this statute, any rules of procedure and the provisions of the Executive Council.
The admission application submitted by those who have not reached the age of majority, should be signed by a parent or guardian.
Applications for admission are submitted to the Chairman of the Board and shall be construed immediately accepted, except as indicated below. The Executive Board at its next useful meeting ratify the actions of the President regarding the acceptance of new applications submitted, unless it reserve the right to explicitly approve the non-acceptance of the application, which will be notified by registered letter A / R to the shareholder. Any fee or annual share paid by the latter will be refunded by the Association. In the case of express refusal, Board is not required to explain the motivation of the refusal.
The inscriptions goes from the date on which the application is approved.
The Association is open-ended and can not be imposed for a temporary period without prejudice, in every case, the right of withdrawal.
Joining the Association provides to the member of legal age the right to vote at the ordinary and extraordinary assembly and the right to offer itself as a candidate in the election of corporate bodies.
Art. 7 Categories of members
The Association consists of the following categories of members:
a) Honorary members are those who have special merits, and in particular those who in the past have held positions within the Executive Board. They are appointed permanently through proposal of Assembly of the Council.
b) Meritorious are well-deserving members who, through their generosity, have contributed to the affirmation of the Association. They are appointed by the Executive Council with annual validity.
c) Ordinary members are those who pay an admission fee and / or the annual fee established
by the shareholders, in the terms and with the regulations laid down by the Board. Normally, the annual membership fee must be paid by February 28 of each year, unless the Executive Council decides otherwise.
The division of the members in these categories, do not imply any difference in treatment about their rights and duties towards the Association. In particular, the ordinary, meritorious, honorary members, are entitled to participate in the life of the Association and to determine the structure and addresses by the vote in the Meeting.
Art. 8 Duties of members
Membership is free and voluntary but commit the adherents to respect the provisions of this statute and the decisions taken by its representative organs, according to the statutory powers. In particular, the member must maintain a correct behavior in both the internal relations with other partners and with third and refrain from any action which might harm Association.
Art. 9 Loss of membership
The status of member may be lost for the following reasons:
a) by resignation: must be notified in writing at least one month before the expiration of the year;
b) by decay and namely the loss of some of the requirements according to which it occurred admission;
c) by the resolution of expulsion;
d) by late payment of the membership fee of more than one month after the deadline set by Board of Directors;
e) by death.
Art. 10 Expulsion from the Association
The expulsion will be decided by the Board in respect of the member:
– who does not comply with the provisions of this Statute, with any regulations or resolutions adopted by the Association bodies;
– who is carrying out or attempting to carry out activities contrary to the Association’s interests;
– who, in any way, causes serious moral damage to the Association.
Art. 11 Organs of Association Association bodies are:
– The General Meeting;
– The Executive Council;
– The Board of Auditors.
All office are conferred for free and only give the right to a refund of actual costs incurred on behalf and in the interest of the Association. The election of the organs can in no way be constrained or limited and is informed by criteria of maximum freedom of participation in active and passive electorate. The members of the organs of the Association that lose the status of member for one of the reasons mentioned in the previous art. 9 also automatically expire from their office.
Art. 12 Participation in the Assembly
The Association has in the Assembly its sovereign body. Here are some of the general guidelines of the Association that are used to address the fundamental decisions which all corporate bodies must follow.
They are entitled to attend the Meeting, both ordinary and extraordinary members of the Association in good standing with the payment of annual fees.
The Assembly is convened ordinarily at least once a year within four months from the financial year.
The Assembly may also be convened once in ordinary and in extraordinary session:
a) by decision of the Executive Council;
b) upon request addressed to the President by at least one third of the members.
Art. 13 Convening of the Assembly The convening of members for the ordinary and extraordinary shareholders meetings will be made by simple letter as well as by posting the Social Office. The notice of meeting must be sent and posted at least eight days before the date established and must specify the matters on the agenda. If the Board fails within thirty days in the convocation of Ordinary or Extraordinary General Meeting requested by the shareholders, the call may be called by the College of Auditors, if appointed. In case of resignation of the Executive Council, the Extraordinary General Meeting must be convened within thirty days from the date of resignation, by the outgoing Board or, failing that, by College of Auditors, if appointed.
Art. 14 Constitution and decisions of the Assembly
The Ordinary Shareholders Meeting is validly constituted on first call with the presence of at least half plus one of the members.
In the second call it is validly constituted regardless of the presence of members.
The Extraordinary Shareholders Meeting is validly constituted in both first and second call with the presence of at least half plus one of the members.
The meeting is chaired by the President or, in his absence, by the Deputy President, and if necessary, by a person designated by the Assembly.
The reports of the Assembly meetings are drafted by the Secretary in office or, in his absence, and for the single Assembly, by a person chosen by the President of the Assembly among those present. The reports of the Assembly will figure into the social book and an extract shall be posted in the premises of the registered office.
The President also has the right, when it deems it appropriate, to call a notary acting as secretary to draw up the
The Ordinary General Meeting resolves, in both first and second call, with the minimum majority of half plus one of the votes cast.
In case of equality of votes the Assembly must be called immediately to vote a second time.
The Extraordinary General Meeting decides, in both first and second call, with the majority of at least two-thirds of the votes cast.
To deliberate the dissolution requires the votes of at least three quarters of the members.
Resolutions passed in accordance with the Articles are binding on all shareholders, even if absent, dissidents or
abstained from voting.
Art. 15 Form of Assembly vote
The Assembly votes would take place, indicated by the same, by show of hands, by roll nominal or by secret ballot.
For the election of the governing bodies is possible to prepare a special regulation proposed by Board and discussed and approved by the Assembly during the election session.
In the event of a secret ballot, the President shall appoint a commission between the present member, formed of three persons. If it proceeds to the renewal of the Board, among tellers will be no election candidates. Each member of the association has one vote, regardless of its membership fee.
Art. 16 Assembly Tasks
The Assembly has the following duties:
– During ordinary session:
a) discuss and resolve on preventive and consumptive balance and on preventive and consumptive reports of the Board;
b) to elect the members of the Board and the Auditors, if any;
c) establish, on a proposal of the Executive Council, the associative fees and dues admission, as well as the penalty for delayed payments;
d) approve any internal regulations prepared by the Board of Directors;
e) discuss and vote on any other matters of an ordinary nature and general interest on the agenda;
– During extraordinary session
f) resolve on the transformation, merger and dissolution of the Association;
g) decide on proposals for amendment of the Statutes;
h) decide on any other extraordinary matter and place of general interest on the agenda.
It is in the members option, provided its written request, signed by at least one fifth of the members and received by the Board of Directors within one month prior to the date, to get the inclusion of topics to be placed on the Agenda.
Art. 17 Tasks of the Board
The Executive Council is responsible to the Assembly of members, of the management of the Association and it has the task of:
– Convene the Assembly;
– Prepare the annual program of activities to be submitted to;
– Establish an admission fee and / or the annual fee and the terms and methods of
– Prepare the documents to be submitted to;
– To comply with the resolutions approved;
– Co-opt new components to an extent not exceeding 10% and rising up to a fourth in substitution of resigning ones, in case of exhaustion of list of those elected in the elections of the Executive Council;
– Prepare the annual report on the activities and achievements to submit to the Assembly;
– Ratify or reject the emergency measures taken by the President;
– Decide on any matter relating to the Association’s activities for the implementation of its objectives and in accordance with the directions, assuming all the initiatives of the case;
– Preparing the budgets and final accounts to be submitted to;
– Decide on any action concerning assets and financial matters going beyond the ordinary administration;
– Give opinion on any item submitted to it by the President or from any member of the Executive Council;
– Go to the beginning of each fiscal year to the review of the members’ lists ensure the permanence of the admission requirements of each shareholder by taking appropriate actions where they should be taken;
– In case of need, verify the permanence of these requirements;
– Approve the acceptance of applications for admission of new members;
– Decide on the accession and participation of the Association to organizations and Public institutions affecting the activity of the same, designating the representatives from among the members;
– Draw up any rules of procedure;
– Undertake any obligations concerning the initiation and termination of relationships, collaboration and dependence;
– Impose disciplinary sanctions.
Art. 18 Composition of the Board
The Board is made up of 1 to 6 members appointed by the Ordinary Assembly.
The entire Board of Directors must be composed of members and remains in office for three years.
At the end of the mandate of the Board, members may be reappointed.
It elects the President and the Vice President.
In case of resignation, death or forfeiture or other impediment of one or more of its members, provided that less than half, will take over the shareholders who received the highest number of votes after the last elected in the Council elections. A tied vote, the appointment is up to the member who has the greatest seniority of registration. Who takes over in place of outgoing Director shall hold office for the same remaining period during which it remained in office by the outgoing.
In case of resignation of the Executive Board, during the period between these resignations and the appointment of the new Board of Directors, the resigning Board holds office for processing the current business. It is considering resigning the entire Board of Directors if they have resigned at least half plus one of the Directors.
The Executive Council can impeach, by a majority of 2/3 of its members qualified actually in office, the President. In case of no confidence, or resignation of the President, the Council Directors, by a qualified majority of half plus one of its components actually in office, successor shall, except in cases of particular gravity for which it is considered necessary, convening of an Extraordinary General Meeting.
Councillor absent, without justification, for three consecutive meetings or at least six meetings within a year, is revoked. The members of the Board may hold corporate positions in other associations.
Art. 19 Board of Directors Meetings
The Board of Directors always meets in a single call at least once every six months and however, whenever the President deems it necessary or when required by three components.
The meetings of the Executive Council shall be convened by the Chairman by notice in writing, at least five days before, containing the matters on the agenda. In case of urgency the meeting may take place by telephone or telegraph, fax or mail without the respect of the term aforesaid. In special cases of necessity and urgency the consultations by telephone or by electronic mail can take all the effects of valuable Executive Council meetings, if they are listened all the members of the Council and ratified in the minutes at its next session to be held within a short period of time, without prejudice to the required majorities.
The meetings of the Board of Directors are valid with the presence of at least a majority of its components and are chaired by the Chairman or, in his absence, by a Director appointed by the present.
The Executive Council shall act by a simple majority, by show of hands, based on the number of present. In case of a tie the vote of the President is the winner.
The sessions, and Council resolutions are then recorded in the minutes signed by the President and the Secretary.
The Directors are required to maintain strict confidentiality of the discussions and the Board’s decisions.
Only the Board by resolution specification is entitled to disclose the deliberations,where possible and appropriate to publicizeto the outside.
The Chairman of the Board of Auditors, if appointed, is invited to Council meetings with the right to speak but without voting rights.
The Executive Council, if it deems it appropriate, may invite, on an advisory basis, person with competence on the topics to be discussed.
The Board, in the exercise of his duties may secure the cooperation of advisory committees or study appointed by the Board, composed of members and non-members. The Directors may grant, by the President, also to third parties, the power to carry out certain acts or categories of acts in the name and on behalf of the Association.
Art. 20 Duties of the President
The President, elected by the Executive Council, is, for legal purposes, against third parties and in court, the Association itself.
The President has overall responsibility for the conduct and good business and social performances.
The Chairman is the signature of the corporate acts of the Association or in respect of members and others.
The President oversees in particular the implementation of the resolutions of the shareholders and Executive Council.
The President may delegate to one or more directors of its duties, on a temporary or permanent.
In case of need, may adopt subjecting emergency measures within 20 days of the ratification of the Regional Steering Committee.
If the President is prevented from the exercise of their functions the same is replaced by Vice president in its attribution.
The intervention of the Vice President is for temporary incapacity of the President.
Art. 21 Board of Auditors
If the assets of the Association, is equal to or greater than Euro 200,000.00, it is necessary to appoint the Board of Auditors. The Board of Auditors is an administrative review organ.
The Board of Auditors is responsible for:
– Express, if required, opinions of legitimacy on acts of administrative and financial nature;
– Control the administrative performance of the Association;
– Check the regular book keeping and correspondence of financial statements to the scriptures accounting by providing a report to the balance sheet to be submitted to it approves the document.
The Board of Auditors consists of three standing members and two alternate members who takes over in any case of resignation or disqualification from office of a regular member.
The Board members are appointed by also including non-members during Assembly approving the final statements for the year in which the assets has reached the above stated limit; they should be chosen because they have to adequate in administration and accounting experience, preferably registered in the Register of Auditors and remain in office for three years and may be reappointed.
The members of the Board to elect their own President.
Whenever necessary, the College by a simple majority vote, by show of hands, according to number of those present. In case of a tie the vote of the President wins.
The office of Auditor is incompatible with any other social charge. Of its meeting the Board of Auditors shall draw up the minutes.
Art. 22 Assets of the Association
The assets of the Association consists of all movable and immovable goods that reaches the Association for any reason, as well as all rights to the balance sheet and financial content of the same.
The capital and financial resources are intended to ensure the exercise of social activity.
Art. 23 Revenue of the Association
The revenues consist of:
– The admission fee, if any, to be enclosed with the Association to the extent determined by the Council;
– From the annual quota, determined annually by the Executive Council;
– Any extraordinary contributions approved by shareholders in relation to particular initiatives requiring availability in excess of those of the regular budget;
– By voluntary contributions of members;
– Contributions from public administrations, local authorities, for credit institutions and other bodies in general;
– Revenue from events and public collections carried out in conjunction with celebrations, anniversaries or awareness campaigns;
– Promotional activities and any other action permitted by law;
– From donations and bequests;
– Contributions from companies and individuals;
– From reimbursements from conventions.
Art. 24 Allocation of surplus funds
The Association is forbidden to distribute, even indirectly, profits or operating surpluses, however named, as well as funds, reserves or capital during the life of the Association, unless the destination or distribution is imposed by law.
The Association has an obligation to employ the profits or operating surpluses for the realization of institutional activities and those directly related and ancillary.
Art. 25 Duration of the period of contribution
The annual fee is payable for the entire current fiscal year regardless of when the entry of new members. The resigning member or that otherwise ceases to be part the Association is required to pay the social contributions throughout the current fiscal year.
Art. 26 Rights of members to the Association’s assets
Membership of the Association does not involve financial obligations or further spending compared the original deposit upon admission, if the loan, and the payment of the annual fee entry. Is however right of members of the Association to make additional payments compared to the original ones and those annual.
The payments to the assets can be of any amount, subject to the minimum payments established for admission and annual membership, and are a grant.
They are therefore not subject to revaluation, nor repeatable in any case. In case of dissolution, in case of death, resignation or exclusion from the Association can not therefore take place at the refund of the amount paid to the Association by way of payment to the company’s assets.
The payment does not create other rights of participation and, in particular, does not create undivided shares of
participation transmitted to third parties. Such shares may not be transferred or for succession particular title, or for universal succession or inter vivos or mortis causa.
Art. 27 Budgets
The fiscal year begins on January 1 of each year and ends on 31 December.
For each exercise should be prepared a budget and final accounts to be submitted at the approval by the Ordinary Shareholders’ Meeting.
Within fifteen days preceding the date of the annual General Shareholders’ Meeting, the Board of Directors shall be convened for the preparation of the final budget for the previous year and the budget for the following financial year for approval by the Assembly itself.
The financial statements with the attachments, must be deposited at the headquarters of the ten days preceding the Assembly convened for their approval, allowing examination to all those shareholders who so request.
Art. 28 Dissolution and Liquidation of the Association
In case of dissolution for any reason, its assets will be transferred to other NPO, operating for the attainment of purposes similar to those institutional or for purposes of public utilities, heard the opinion of the body referred to in Article Control. 3, paragraph 190 of Law 23 December 1996 n. 662.
Are permitted, however, several other destinations of the remaining assets when imposed by law.
Art. 29 Arbitration clause
Any dispute that arise depending on the execution or interpretation of this statute and that may be the subject of compromise, will be submitted to the judgment of a friendly referee to judge fairly and without formalities, giving rise to amicable arbitration. The arbitrator will be chosen by agreement between the contending parties; failing agreement, this appointment will be provided by the President of the competent court for the Association.
Art. 30 Postponement
For all the matters not covered by this statute, reference is made to the laws and general principles of the Italian legal system.