ART. 1- INCORPORATION, HEADQUARTERS AND DURATION


It is created  an Association with the characteristics of non-profit social organization (NPO) pursuant to and for the purposes of Italian Legislative Decree 04.12.1997 n. 460 called “Santina Gusmini Onlus.”
The Association establishes his headquarters in Bergamo, via Verdi 2.
The Association may establish branch offices whose organization and operation of which will be governed by special Regulations.
The duration of the Association is fixed up to 30 July 2112.


RT. 2- STATUTE


The Association “Santina Gusmini Onlus” is governed by this Statute and acts in accordance with and for the purposes of Articles 36 and following of the Italian Civil Code, of the special discipline of the industry and the general principles of legal system.

ART. 3- STATUTE AMENDMENT


The present Statute shall be amended by resolution of the Assembly, to be adopted by a majority of the members present, constituted on first call with the presence of three fourths of the members and on second call with the presence of at least half of the members.

ART. 4 - OBJECT AND PURPOSE


The Association, which inspires her acting to the general principles of social solidarity, is a non-profit organization and will run its activities in Italy and abroad with particular preference to developing countries in accordance with and for the purposes of Italian Legislative Decree n. 460/97.
The Association aims:
  • The implementation in the developing countries of a school of kindergarten teachers to train staff to be included in the disadvantaged villages or communities in the selected nation, especially those needy of a nursery school.
  •  The training and promotion of people willing to share their experiences and projects with the poorest people and to deepen the discussion and sharing between the daily realities and living conditions in developed and developing countries.
  • The creation and management of social, cultural and economic activities, such as education and training centers, scholarships, facilities for the hospitality and the assistance to the most vulnerable and needy people, giving priority to projects involving the participation, both in the preparatory and in the implementation, of the persons to whom they are intended
The Association may engage in activities other than those listed above except those in closely related or ancillary to the statutory ones, since integrative of the same, to the extent permitted by Italian Legislative Decree n. 460/97 and subsequent amendments and additions.
The Association is absolutely secular and apolitical. And it is strictly forbidden to any member or staff of the Association both to promulgate and support, as oppose all religious beliefs.The Association does not operate in countries with interference of a religious nature.
The Association rejects all forms of violence and discrimination: there will be no activities of the Association in countries that practice explicit forms of racial, tribal or sexual  violence.

ART. 5 - ADMISSION


They are members of the Association everyone, natural or legal persons (through legal representatives), who, sharing the same aims and working to achieve them, see granted its request for membership by the Executive Board and that they comply with the payment of any fee established by the Executive Board.
Anyone wishing to join the Association should present the express request to the Executive Board for the statement of purpose that share the same aims and commitment to approve and observe the Statute and any Regulations.
The Executive Board is qualified to decide on applications for admission of new members. It must do so within one hundred twenty days of receipt, in the absence of a request for additional information to the concerned or of a decision to reject an application within that period, the application form means accepted.

ART. 6 - MEMBERSHIP


The membership to the Association is open-ended and can not be arranged for a temporary period, except in any case the right of withdrawal.
The accession to the Association allows for the member of legal age, the right to vote at the Assembly.
Among the members applies a uniform regulation of the associative relationship and of associative mode. Is therefore expressly excluded any limitation of participation in community life, and all members have the right to vote and to be elected.
The members provide their services in a personal, spontaneous and free way, as necessary for the fulfillment of the purpose of the Association and are not entitled to any compensation for the service provided and the positions held, if not to reimbursement of actual expenditure incurred within the limits established by the Board. The modalities for implementation of that agreement will be governed by regulations approved by the Assembly of members

ART. 7 -EMPLOYEES AND ASSOCIATES


The members may not enter into any relationship with the Association, both as employee or as self-employed.
The Association may hire employees by entering into contracts in accordance with the applicable standards and assuring them against illness, accident and third party liability.
The Association may also make use of employees, or occasional, coordinated and continuous external associates, stipulating with them contracts and insurance in accordance with the law.

ART. 8 - LOSS OF STATUS OF MEMBER


The membership is lost by death, withdrawal and exclusion in accordance with the provisions of this Statute.

ART. 9 -WITHDRAWAL


Anyone who adheres to the Association may, at any time, notify in writing of its intention to withdraw from the list of participants to the Association. Such termination shall take effect from the beginning of the second month following the month in which the Board receives notification of the intention to withdraw.
The members that have not notified the intention to withdraw by December 31 of each year will be considered members for the following year and required to pay the annual membership fee, if any.

ART. 10 - EXCLUSION


In the case of non-compliance with payment obligations or other serious reasons, anyone involved in the Association may be excluded by resolution of the Executive Board.
The Assembly must ratify the resolution adopted by the exclusion of a member of the Executive Board in the manner governed by art. 16 of this Statute. The exclusion has effect from the thirtieth day following the notification of delisting, which must contain the reasons for which the exclusion was deliberate.In the event that the excluded does not agree with the reasons for exclusion, he may refer the matter to Arbitration Board under this Statute

ART. 11 - ASSOCIATION BODIES


The bodies of the Association are:
1) The Assembly
2) the Executive Board
3) the President of the Executive Board
4) The Auditor

ART. 12 - COMPOSITION OF THE ASSEMBLY


The Assembly is composed of all members of the Association and is the sovereign body of it.
The Assembly is chaired by the Chairman of the Executive Board or, in his absence, by a member appointed by the Assembly.

ART. 13 -CONVOCATION OF THE ASSEMBLY


The Assembly shall meet in ordinary session upon convocation by the Chairman of the Executive Board, by a resolution of the Board, at least once a year, within ninety days of the end of the financial year, for the approval of the balance sheet and budget.
The Chairman of the Executive Board shall convene the meeting by written notice containing the details of the place, the day and time of the meeting both first and second call, and the list of subjects to be dealt with, sent to all members at the address shown on the Book of the members of the Association, as well as the Auditor, at least eight days before the meeting.
The Assembly may also be convened at the request substantiated and signed by at least one quarter of the members.
The Assembly may meet in a place other than the headquarters.

ART. 14 -SUBJECTOF ASSEMBLY RESOLUTION


The Assembly of members:
1) provides for the election of the Executive  Board and the Auditor
2) outlines the general guidelines of the activities of the Association
3) decides on the budget and final balance sheet planned by the Executive Board
4) decides on amendments to this Statute
5) approves the Regulations that governs the conduct of the activities of the Association
6) decides on the eventual destination of operating profits, however denominated, for the implementation of institutional activities or those directly connected
7) decides on the dissolution of  the Association and the disposal of its assets

ART. 15 - VALIDITY OF ASSEMBLY


The Assembly is validly constituted on first call with the presence of half plus one of the members.
In the second call the Assembly is validly constituted regardless of the number of members present.

ART. 16 -VOTINGS


The Assembly decides by a majority vote of those present, each member is entitled to one vote.
Are entitled to attend the Assembly and to vote all members regularly enrolled and in good standing by paying the annual membership fee, if any.
For resolutions on dissolution of the Association and the transfer of the assets, a favorable vote of at least three fourths of the members is required.
There shall be no voting by mail.
It is expressly excluded proxy voting.
The votes of the Assembly are always made by open vote.

ART. 17 - THE EXECUTIVE BOARD


The Association is administered by an Executive Board consisting of three to nine members elected by the Assembly for a term of three years.
The members of the Executive Board may be reelected.
In case of withdrawal or death of a councillor, the Board shall replace him at the first meeting asking to validate its decision at the first Annual Assembly.
The Board appoints its own members a President, a Vice-President and a Secretary.
The Vice President shall replace the President in all his attribution whenever he is prevented to exercise of his functions.
The Secretary acts as the minutes of the meetings of the Assembly, the Executive Board  and shall assist the President and the Executive Board in explication of the executive activities which are necessary and appropriate for the operation of the administration of the  Association. The Secretary is responsible for holding the Book of Minutes of the Assembly, of the Executive Board, as well as of the Book of members.
The charges are free.
The Board shall meet as a result of the convocation by the President and when so requested by at least two of its members, and however at least twice a year to vote on the fulfillment of the basic acts of community life.
For the validity of the resolutions needs the presence of the majority of the Board members and the affirmative vote of a majority of those present; in the event of a tie, the vote of the President prevails.
The Board is chaired by the President in his absence by the Vice-President, in the absence of both, by the eldest of those present.
The minutes of the meetings of the Board will be recorded, in a special book,  which will be signed by the Chairman and the Secretary.
The Board is vested with the broadest powers for the ordinary and extraordinary management of the 'Association, without limitation. It shall also provide the compilation of financial statements and their presentation to the Assembly : fills any Regulations for the operation of the organizational functioning of the Association, with which compliance is mandatory for all members after the approval of the Assembly.
The Board may delegate to the President or to its other component powers relating to the conduct of all activities required, without exception, to manage relationships with banks and asset management companies to ensure the prudent management of resources.

ART. 18 - THE PRESIDENT OF EXECUTIVE BOARD


The President of the Executive Board is also the President of the Association.
The President of the Executive Board is elected by the Board from among its members, in the first session convened by the oldest one, at absolute majority of votes.
The President holds office for three years and may be re-elected one or more times.
The Assembly, with the favorable vote of three-fourths of the members, may revoke the President.
The President of the Executive Board legally represents the Association against third parties and in legal proceedings, provides for the implementation of the resolutions of the Assembly.
The President is responsible, on the basis of directives issued by the Assembly and the Executive Board, to which, however, the President reports on the activities carried out, the ordinary administration of the Association.
In case of necessity and urgency, the President may also perform acts of extraordinary administration, subject to ratification by the Executive Board at the first meeting.
The President convenes and presides over the Assembly, the Executive Council and is responsible for implementing the relevant resolutions, promotes reform of its, if the need arises.

ART. 19 - THE SINGLE AUDITOR


The Auditor is elected by the Assembly of members and remains in office for three years and may be reelected.
The Auditor controls the administration of the Association, ensures the proper keeping of accounts and correspondence of the financial statement with the books and records. May conduct inspections and controls and still be able to check at least once a year the  consistency of cash and cash equivalents and draft the annual report accompanying the final balance sheet.

ART. 20 -ASSETS AND REVENUE


The assets consist of:
1) movable and immovable property which become the property of the Association
2) any reserve funds made with the budget surplus
3) any grants, donations and bequests
The income of the Association shall consist of:
1) dues if any
2) any other income that contributes to increase the social assets such as:
- funds received as a result of occasional public collections including through offers of goods and services of little value
- contributions paid by public authorities for the conduct of activities with a social purpose
- private contributions
- contributions of public and private entities
- production and commercial activities marginal
- any type of entry.
All assets of the Association are listed in a separate inventory, deposited at the registered office of the Association.

ART. 21 - CONTRIBUTIONS


The contributions of the members shall be from the annual fee, if provided, the amount of which shall be established annually by the Executive Board.

ART: 22 - DISBURSEMENTS, DONATIONS AND LEGADES


The bequests and legacies, are accepted with benefit of inventory by the Assembly, which approves the proposals of the Executive Board on their use, in harmony with the statutory purposes of the Association.
The Association may own or can purchase real estate, registered movable, movable goods.
The President shall implement the resolutions of acceptance and performs the related legal acts.
The agreements are approved by an Assembly resolution authorizing the President to take all actions necessary for the conclusion

ART. 23 - BALANCE SHEET


The years for the Association end on 31 December of each year. For each years is set up a budget and a financial statement.
Within the first two months of each year the Executive Board shall be convened for the preparation of the balance sheet of the previous year and budget to be submitted to approval of the Assembly.
The Association cannot distribute, even indirectly, profits and surpluses, however denominated, as well as funds, reserves or capital during the life of the Association itself, unless the use or distribution is imposed by law or made in favor of other Non-Profit Organizations (NPO) which, by law, statute or regulation, are part of the same unitary structure.
The Association has the obligation to use profits or operating surpluses for the institutional activities and those directly connected to them.
To improve the pursuit of its objectives, the Association may promote the establishment and / or become a member of other organizations having the status of non-profit organizations and similar and consistent purposes with the purposes set out in the art. 4 of the present Statute, to which will devote part of their resources and which will maintain relations of mutual cooperation, and eventually even the inside of an associative and / or consortium structure.

ART. 24 - DISSOLUTION


In the event of dissolution, for whatever reason, the Association must devolve its assets to another non-profit organization ( NPO ) operating in the same or similar field, heard the control organization referred to’ art. 3/190 of Italian Law 23.12.1996 n. 662, in accordance with applicable law, unless otherwise provided for by the law in force at the time of dissolution.
The dissolution of the Association shall be decided by a majority of three-quarters of the members of the Assembly (see art. 16 of the current Statute ), members in compliance with the payment of membership fees, either on first or second call.

ART. 25 - ARBITATION CLAUSE



Any dispute, susceptible to the arbitration clause, which may arise between the members or between the Association and some of them, about the interpretation or execution of the Contract of Association and this Statute, shall be referred to the judgment of an Arbitration Board composed of three Arbitrators, two of whom are appointed by each of the disputing parties and the third by the two Arbitrators so appointed or, in case of disagreement, by the President of the Court of Bergamo.
The Arbitrators will judge according to equity, without the procedural formality and with final judgment, within ninety days.

ART. 26 - APPLICABLE LAW


For matters not provided for herein, please refer to the Regulations governing organizations, contained in Book I of the Italian Civil Code and, in the alternative, to the special laws for this field and to that of the NPO in particular




Maurizio Testa

Paolo Rossi

Giuseppe Giorgi

Ivo Fanuzzi Notary

Bergamo, August 2, 2012