Statute Velainsieme

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STATUTE OF THE AMATEUR SPORTS ASSOCIATION "VELAINSIEME"

Art.1 – Name and registered office

In the spirit of the Constitution of the Italian Republic and in accordance with the provisions of the

Arts. 36 and following of the Civil Code is constituted the unrecognized association called  "Velainsieme Amateur Sports Association", based in Silvi Marina (TE), via Cipriani, n.4, which is governed by the following statute. The association complies with the rules and directives of the bodies of the sports system, with particular reference to the provisions of the CONI.

The association may set up detached sections in the places it deems most appropriate in order to better achieve the social goals.

The company name can be integrated with other expressions by  resolution of the Board  of Directors.

Art.2 – Aims

1. The association is a permanent non-political and non-partisan center of voluntary and democratic associative life whose activity is an expression of participation, solidarity and pluralism.

2. It is non-profit and operates for sporting, recreational and cultural purposes for the exclusive satisfaction of collective interests.

The association aims specifically to:

3. promote and develop amateur sports activities, in particular in disciplines related to sailing and seafaring;

4. promote and organize educational activities for the start, updating and improvement in sports activities;

5. organize sports events directly or collaborate with other subjects for their realization;

6. study, promote and develop new methodologies to improve the organization and practice of sport;

7. participate in offshore activities (cruises and national and international regattas) on sailing units, suitable for prolonged navigation, made available to the Association.

8. organize sports teams for participation in championships, competitions, competitions, events and initiatives of different sports disciplines;

9. manage facilities, own or of third parties, used as gyms, fields and sports facilities of various kinds;

10. promote studies, research, meetings, debates, events, also through publications and audiovisuals, concerning the activities and initiatives carried out;

11. hold introductory courses for sports, physical activity and maintenance, training and qualification courses for sports operators;

12. organize and promote practical and theoretical training courses, open to members and not, in order to develop a more responsible and professional culture of the approach to pleasure boating;

13. promote, and disseminate the development of offshore pleasure boating, the sport of sailing and the culture of the sea, carrying out activities and initiatives related to nautical sports, for all, men and women and

women of all ages, social conditions and nationalities, with particular attention to workers, to the people most exposed to risks of physical and social exclusion and to their families;

14. exercise, on a marginal and non-profit basis, any activity, including commercial activity, for self-financing instrumental to the achievement of its purposes: in this case it must comply with the administrative and tax regulations in force;

15. organize sports, recreational and cultural activities in favor of a better use of the free time of the members;

16. disseminate art, literature, culture, customs, maritime traditions, also through twinning with other bodies or the organization of events;

17. organize conferences, debates, public events also in collaboration with public or private bodies, other associations or cultural circles to contribute to the dissemination of maritime culture;

18. make available to members the environment and physical resources necessary to measure constructively and at the same time propose their activities and the product of the expressive and creative skills of individual members and the association to the general public concerned, also performing the functions of incubator of associative or entrepreneurial ideas in the field of pleasure boating;

19. fulfill its social goals, in harmony with nature, committing itself to respect and defend the sea and to transmit these values to the members.

The association may perform all acts directly or indirectly related to the corporate purpose and perform all the activities deemed useful or necessary for the achievement of the corporate purpose. The association may also assume, directly or indirectly, co-interests and shareholdings in companies, entities, consortia having similar, similar, complementary or connected to its own purpose, within the limits established by current legislation. Finally, the association can:

loans and financial provisions in general from banks, companies and other structures that exercise credit; contract passive loans, mortgages or not, grant real guarantees, sureties, guarantees, sureties and other real and / or personal guarantees, also in favor of third parties, if in the interest of the association.

Art. 3 Associates

1. Members of the association are all those, natural and legal persons or associations and entities, who expressly share the purposes expressed in Art. 2, and who have paid the annual membership fee established by the board of directors;

2. The number of members is unlimited;

3. Members of the Association are, Founding Members, Honorary Members, Adhering Members and Student Members:

• Founding Members. Founding Members are those who have signed the deed of incorporation and have contributed to the start-up of the Association's activities, they are granted the right to vote in the shareholders' meeting and access to corporate offices.

• Honorary Members. Honorary Members are those who, for eminent personal merits, are admitted as such by the Assembly of members, on the proposal of the Board of Directors. These members are not required to pay the membership fee, can participate in the assembly with voting rights and are eligible for corporate offices.

• Adhering Members. Members of the Association are natural persons who intend to share the realization of the purposes of the same. They can also be adhering members of the Associations, including schools, Amateur Sports Societies and Associations, Committees, Companies, Cooperatives and all those subjects that have purposes not contrary to those of the A.S.D. SAIL TOGETHER. Participating Members have the right to vote and are eligible for corporate offices.

Ordinary members Students. Student members are young people and adults, not previously adhering to the A.S.D. VELAINSIEME, direct beneficiaries of operational activities, such as cruises and courses, organized by the Association itself. Their participation in the activities is subject to the payment of a reduced membership fee, which will be established annually by the Board of Directors. The Student Members may use the boats, equipment and services made available for this purpose by the Association itself, in compliance with the directives of the internal regulations. Student Members have the right to vote at the Shareholders' Meeting but are not eligible for corporate offices.

Art. 4 Admission of members

1. All those who intend to be part of the association must request it by drawing up a written application on the appropriate form and at the same time pay the annual membership fee established by the board of directors, except for honorary members;

2. Any temporal and operational limit to the associative relationship itself and to the rights deriving from it is expressly excluded;

3. The validity of the qualification of associate effectively obtained at the time of submission of the application for admission is subject to the acceptance of the application by the board of directors within 90 days from the date of submission of the application with the principle of "silent consent";

4. The resolution of non-acceptance must always be motivated in writing and communicated to the interested party by means of a deed of reception; an appeal against this decision is allowed to the ordinary shareholders' meeting, whose judgment is final;

5. In the case of an application for admission submitted by minors, they must be countersigned by the holder of parental authority. The parent who signs the application represents the minor to all intents and purposes towards the association and responds to the same for all the obligations of the minor associate.

Art. 5 Rights and duties of Members

1. Members in good standing with the membership fees and not subject to disciplinary measures, have the right to participate in all activities promoted by the Association;

2. Associates of legal age, have the right to participate in the associative life by expressing their vote in the assembly of members;

3. All adult members are eligible for corporate offices, who are in compliance with the payment of the membership fee and who have not reported criminal convictions passed in res judicata for non-culpable crimes to prison sentences exceeding one year or to penalties that involve interdiction from public offices exceeding one year;

4. Members have the right to view all the deliberated acts and all the documentation relating to the management of the Association, with the possibility of obtaining a copy at their expense;

5. All the offices mentioned in this Statute are normally free, except for the reimbursement of duly documented expenses incurred in the name and on behalf of the Association and / or for the fulfillment of a specific task. It is prohibited, however, the payment to the members of the administrative and control bodies of individual annual emoluments exceeding the maximum remuneration provided for by D.P.R. n. 645/1994 and by Decree-Law n. 239/1995, converted into Law n.

336/1995, as subsequently amended and supplemented;

6. Members who commit their time to the organization or conduct of the activities of the Association may be entitled to reimbursement of expenses;

7. The members, if shipowners, will be able to make their boat available to the Association free of charge for the realization of offshore cruises and / or courses organized by the Association itself, thus actively contributing to the achievement of the social purpose.

These members may eventually request reimbursement from the Association of maintenance and management costs, incurred during the period of activity and documented;

8. It is up to the Board of Directors to define these reimbursements;

9. The members are required to observe this statute, any internal topics and the resolutions legally adopted by the associative bodies;

10. The members are required to attend the Association, collaborating with the corporate bodies for the realization of the associative purposes.

Art. 6 Withdrawal-exclusion

1. The status of associate is lost due to withdrawal, exclusion or due to death;

2. Resignation as an associate must be submitted in writing to the Board of Directors;

3. The exclusion will be decided by the Board of Directors against the member:

• that does not comply with the provisions of this statute, any regulations and resolutions adopted by the organs of the Association;

• that it defaults in the payment of the annual contribution and, recalled to fulfillment by the Board of Directors, does not comply with the same within 30 days;

• that carries out or attempts to carry out activities contrary to the interests of the Association;

• that in any way causes damage, including moral, to the Association.

4. The resolutions taken regarding exclusion must be communicated to the recipient members, by letter or email at the addresses indicated in the shareholders' register and must be motivated.

Art. 7 Membership fees and contributions

1. Members are required to pay the annual membership fee;

2. This fee must be determined annually for the following year by resolution of the Board of Directors and in any case cannot be returned;

3. The membership fee for the first year must be paid together with the submission of the application for admission; for subsequent years it must be paid at the time of renewal.

4. The Board of Directors may establish that, for participation in individual activities, such as lessons, courses and educational cruises, organized by the Association, the payment of a contribution to expenses that participants are required to pay individually is established.

5. The resolution that will identify the aforementioned activities and related contributions must be published on the association's bulletin board (on the site) for the relative advertising;

6. Membership fees or contributions are neither transferable nor revaluable.

Art. 8 Association bodies

The corporate bodies are:

• the shareholders' meeting;

• the Board of Directors;

•The President.

Art. 9 The shareholders' meeting

1. The assembly of members is the highest deliberative body of the association and is convened in ordinary and extraordinary sessions. When regularly convened and constituted, it represents the universality of the associates; The resolutions legitimately adopted by it oblige all members, even if not intervened or dissenting; the convocation of the ordinary assembly may be requested to the Board of Directors by at least 1/10 (one tenth) of the members in good standing with the payment of membership fees at the time of the request, who propose the agenda.

In this case, the convocation is due by the board of directors and the assembly must take place within thirty days from the date of the request;

2. The assembly must be convened at the headquarters of the association or, in any case, in a suitable place to guarantee the maximum participation of the members;

3. The convocation of the ordinary assembly must take place within a minimum period of eight days from the celebration of the same, by posting a notice at the headquarters of the association, on its website or communication to the members, by ordinary mail, electronic, fax. The convocation of the assembly must indicate the day, place and time of the meeting of the first and second convocation and the agenda of the topics to be discussed;

4. The shareholders' meeting must be convened, by the board of directors, at least once a year, within four months of the end of the financial year, for the approval of the economic and financial statement;

5. The assembly is convened by the board of directors whenever the latter deems it necessary;

6. It is up to the assembly to deliberate on the general guidelines and directives of the association, on the appointment and dismissal of the governing bodies of the association, on all objects relating to the management of the association reserved to its competence by this statute or submitted to its examination by the board of directors and on all matters relating to the life and relationships of the association that do not fall within the competence of the extraordinary assembly and that are lawfully submitted to its examination;

7. The assemblies are chaired by the President of the association, in case of his absence or impediment, by the vice president or by one of the persons legitimately present at the assembly and designated by the majority of those present;

8. The President of the Assembly shall appoint a Secretary if the Secretary of the Assembly is not present.

Board of Directors;

9. The President directs and regulates the debates and establishes the manner and order of voting;

10. Minutes of each meeting must be drawn up signed by the president of the same and the secretary. A copy of the same must be made available to all members with the formalities deemed most suitable by the board of directors to ensure maximum dissemination;

11. On first call, the ordinary assembly is duly constituted when half plus one of the eligible members is present. On first call, the extraordinary shareholders' meeting is duly constituted when 2/3 (two thirds) of the eligible members are present. On second call, the assembly, both ordinary and extraordinary, is regularly constituted whatever the number of members present;

12. After one hour from the deadline for the first call, if the quorum is not reached, the assembly may be declared not regularly constituted and will therefore be valid at the second call, whatever the number of participants at the same;

13. In the shareholders' meetings, adult members are entitled to vote according to the principle of single vote, for entities and legal persons in general the vote of the legal representative, the attorney or the delegate with a simple proxy will be valid, always according to the principle of single vote. The resolutions of the assemblies are valid, by an absolute majority of votes, on all the items on the agenda, except on the dissolution of the association and the devolution of the assets, for which the favorable vote of 3/4 (three quarters) of the members will be required;

14. The convocation of the extraordinary shareholders' meeting must take place within a minimum period of eight days from the celebration of the same, by posting a notice in the same manner as the ordinary shareholders' meeting (art. 9.3);

15. The assembly, as a rule, is considered extraordinary when it meets to deliberate on the amendments to the statute, on the dissolution of the association and the methods of liquidation of the same.

Art. 10 Board of Directors

1. The Board of Directors is elected by the assembly of members from among its members following a free candidacy;

2. The Board of Directors is made up of a minimum of 3 to a maximum of 7 members chosen from among the members and elected by the assembly;

3. The members of the Governing Body remain in office, as established by the members at the time of appointment, for an indefinite period, until revocation or resignation, or for the period determined from time to time by the members themselves; are always eligible for re-election, unless revoked or resigned; They may also be appointed by co-optation provided that within the Board itself there remains a majority of members elected directly by the Assembly.

4. The Board elects from among its members the President, the Vice President and the Secretary at the first meeting after the election of the body. The council has the power to elect a Treasurer from among its members. If this does not happen, this office is merged with that of the Secretary;

5. The meetings of the Board are valid when the majority of the members in office attend. The resolutions are validly taken with the favorable vote of the majority of those present. In the event of a tie, the President's vote shall be decisive;

6. Only members in good standing with the payment of membership fees, who are of age, who do not hold the same social office in other amateur sports associations and clubs within the same sports discipline belonging to a sports promotion body, or within the same sports federation or associated discipline if recognized by CONI, can be elected members of the board of directors;

7. The deliberations of the Board, for their validity, must result from minutes signed by the person who chaired the meeting and by the secretary. The same must be made available to all members with the formalities deemed most appropriate by the board of directors to ensure maximum dissemination;

8. In the event that for any reason during the course of the financial year one or more directors are missing, the remaining directors will replace them by appointing the first among the non-elected, who remain in office until the end of the entire board. In the impossibility of implementing this procedure, the board may appoint other members, who remain in office until the next meeting, which resolves on its possible ratification;

9. The Board of Directors shall be considered dissolved and no longer in office if, due to resignation or for any other cause, more than half of its members lapse;

10. The Board of Directors meets whenever the president deems it necessary, or if requested by at least two directors, without formalities. The convocation is made by posting a notice at the headquarters of the association or communication to the directors by ordinary mail, electronic, or fax, no less than eight days before the meeting;

11. The tasks of the Board of Directors are:

• Resolve on membership fees and applications for admission of members, on the withdrawal and exclusion of members;

• Draw up the final economic-financial report to be submitted to the shareholders' meeting;

• Convene ordinary shareholders' meetings to be held at least once a year and convene the extraordinary shareholders' meeting if deemed necessary or requested by the members;

• Draw up any internal regulations relating to social activity;

• Adopt measures of radiation towards members if necessary;

• Implement the purposes set out in the Articles of Association and the implementation of the resolutions of the Shareholders' Meeting;

• Perform all acts and operations for the correct administration of the association;

• Stipulate all deeds and contracts relating to the social activity;

• Appoint any heads of the working commissions and sectors of activity in which the life of the association is divided.

12. In relation to specific tasks conferred on certain members of the Board, relating to the office held, the out-of-pocket expenses incurred for the transfer concerning the performance of the task, voluntarily and free of charge, may be reimbursed;

13. The Board of Directors may attribute to one or more of its members the power to perform certain acts or categories of acts, in the name and on behalf of the Association;

14. In the event that one or more of the members of the Board of Directors is called, by virtue of their specific skills, to carry out professional activities in favor of the association, he must be paid for these specific functions, it being understood that nothing can be recognized for the activity of director carried out.

Art. 11 The President

1. The President, who is elected by the board of directors, has the signature and legal representation of the association;

2. The president is autonomously given the power of ordinary administration and, subject to a resolution of the Board of Directors, the power of extraordinary administration;

3. The President, in case of urgency, assumes the powers of the Board of Directors by requesting ratification of the measures adopted in the immediately following meeting, which he must simultaneously convene;

4. The president may delegate within the Board of Directors the signature for individual acts and the performance of operations related to the management of bank and / or postal current accounts. These proxies must result from written acts and specific resolutions;

5. In case of absence or impediment, his duties are exercised by the vice president or, in his absence, by the oldest member of the Council;

6. In case of resignation, it is up to the Vice President to convene the Board of Directors within 30 days for the election of the new President.

Art.12 The vice president

The Vice President replaces the President in case of his absence or temporary impediment and in those tasks in which he is expressly delegated.

Art. 13 The Secretary

1. The Secretary executes the deliberations of the President and the Board of Directors, draws up the minutes of the meetings, attends correspondence and, as treasurer, takes care of the administration of the association and is responsible for keeping the accounting books as well as collections and payments to be made after the mandate of the board of directors.

2. In elective assemblies it is responsible for verifying credentials.

Art. 14 Financial year and financial year

1. The business year and the financial year shall begin on 1 January and end on 31 December of each year;

2. The board of directors draws up the final economic-financial report of the association to be submitted to the approval of the shareholders' meeting within four months of the end of the financial year;

3. The final statement must inform about the economic and financial situation of the association, with a separate indication of any commercial activity carried out alongside the institutional activity; this also through a separate accompanying relationship;

4. The report must be drawn up clearly and must represent truthfully and correctly the patrimonial and economic-financial situation of the association, in compliance with the principle of transparency towards the members.

5. The report must remain deposited at the headquarters of the Association at least 8 (eight) days before the date of the assembly called for its approval, available to all members.

Art. 15 Common fund – assets

1. The common fund is indivisible and consists of the associative contributions, any oblations, legacies and donations, contributions or donations that come to the association for a better achievement of the social purposes, the proceeds deriving from the activities organized by the Association and any management surpluses. In addition, the common fund consists of all the assets purchased with the above revenues and any extraordinary contributions, established by the Assembly, which determines the amount;

2. It is forbidden to distribute, even indirectly, the income from activities, operating profits or surpluses, as well as funds, reserves or capital unless the destination or distribution is required by law.

3. In any case, any operating surplus will be compulsorily reinvested in favor of statutory institutional activities.

Art. 16 Sections

The association may set up sections in the places it deems most appropriate in order to better achieve the social goals.

Art. 17 Disclosure and transparency of company documents

In addition to the regular keeping of the corporate books (minutes of the meeting, the minutes of the board of directors and the register of members), substantial publicity and transparency of the acts relating to the activity of the association must be ensured, with particular reference to financial statements or annual reports. These corporate documents, kept at the registered office, must be made available to members for consultation.

Art. 18 Dissolution

The dissolution of the Association can be resolved by the assembly with the favorable vote of at least three quarters of the members with voting rights.

In case of dissolution of the Association, a liquidator will be appointed, also chosen from among the non-members. Once the liquidation of all movable and immovable property has been completed, the outstanding obligations have been extinguished, all residual assets will be donated to bodies or associations that pursue the promotion and development of sporting activities, and in any case for purposes of social utility, having heard the control body referred to in Article 3, paragraph 190, of Law 23/12/1996, n. 662.

Art. 19 Final standard

Although it is not expressly contemplated by this statute, the provisions of the Civil Code, the provisions of the law in force and the provisions of the sports regulations apply, insofar as applicable.

This Statute was approved by the association in the meeting of March 21, 2018