Statute
STATUTE
Title I
General Provisions
Article 1. - The association ICA Online is founded, it is a free, equal opportunity, non-profit association, with unlimited duration and no political views, regulated under Title I Cap III, art. 36 and segg. of the civil code, as well as of the present Statute.
The association may join, by resolution to be adopted by the General Assembly, other associations or institutions if it would be deemed advantageous to the achievement of social purposes.
Art. 2-the objectives pursued by the Association are:
to stand as a virtual meeting place for self-employed and professionals in the name of cultural interests, tending to the social function of improvement and of human and civil growth, through the ideal of continuing education;
Cooperate with authorities, bodies and associations for the resolution of the problems relating to the exercise of the professions, in the forms permitted, by the members;
perform and encourage studies and publications of economics, technology and law in the field of independent professions, collect data and news in the international field, which might affect the activities of its members;
practice and promote initiatives in the common interest of members;
provide activities of consulting services to the members;
promote and facilitate exchanges of information of common interest between the partners and between them and other bodies and associations in Italy and abroad;
perform all the general activities that are deemed useful to the achievement of the goals pursued by the association .
Art. 3. - The association will give its cooperation to other agencies for the development of initiatives which reflect the same purposes. It will nevertheless keep full independence from organs of government, public and private companies, trade unions.
Art. 4. - The Association to achieve its goals, will promote various activities, including:
a) cultural activities, conferences, lectures, debates, seminars, screenings of films and documents;
b) training activities: theoretical and practical workshops for secretaries, tax advisors, accountants, freelance translators and interpreters, and in general;
(c) editorial activities: publication of newsletters, publication of acts of meetings , seminars, and of the studies and completed research.
Art. 5. - The bodies of the association are:
a) the shareholders' meeting: b) the board of directors, c) the president. Art. 6. - The assets are structured as follows:
a) movable and immovable assets which will become property of the Association;
b) any reserve funds established with the budget surplus;
c) from potential payments, donations and inheritances carried out from partners, from private citizens or from Authorities;
The revenue of the Association for achieving its institutional purposes shall consist of:
the shares and the correspondent charges paid by members for the use of social activities;
revenues resulting from any organized activities and events to which it participates;
from any potential gain that contributes to increasing collective assets;
The amounts paid for the shares or membership fee, are not revaluated, are not transferable.
Title II
Members
Art. 6. -The association can be joined by all physical and lawful persons who through their work or studies, affect the business association itself. Members are required to pay an annual fee whose amount is set annually by the board of directors.
Art. 7. - The member who wishes to withdraw from the association must send notification by registered mail, 3 months before the expiration date of the membership .
Art. 8. - Members are divided into:
(a) members supporters: persons or entities, sharing the public purpose, that commit to pay for the entire lenght of the associative bond, the annual fee established by the Board of directors;
b) Ordinary members: persons, organizations or institutions that participate in a decisive manner, through their work or their generous support to the achievement of the objectives of the association.
Art. 9. -the admission of ordinary members is evaluated, upon written request of the applicant, by the Board of directors, whose decision is final.
Art. 10. - The member stops being part of the Association:
(a) by resignation.
b)for non-compliance with this statute;
for account delinquency;
by decision of the Board of directors because of serious breach of conduct; where the Member shows not to share the aims of the association or results in a disturbance in the performance of the activities of the association itself;
d)by death.
Title III
The members assembly
Art. 11. -the Ordinary Assembly of the members is convened by the President at least once a year in the first half of each year, for the purpose and to decide on the financial aspect and all the other topics of general nature entered on the agenda by initiative of the Board of directors, or at the request of at least five members. The date and agenda of the meeting shall be communicated to shareholders by registered mail or by any other means the Board considers appropriate.
Art. 12. - The ordinary general meeting has the following duties:
a) to elect the Board of directors and the Chairperson; b) to approve the budget estimates and final balance;
c) to approve the Rules of Procedure.
Art. 13. - All members whose account is in good standing are entitled to speak at the general meeting. Each member may represent one or more other members if provided with a standard written proxy.
For the legal constitution of the Assembly and for the validity of its proceedings. the intervention of shareholders representing at least 50 percent of enrolments is needed. If the needed number of votes isn't reached, the session is postponed to no later than 30 days of the first meeting; in the second convening the Assembly shall be valid regardless of the number of members present or represented: The date of this session can be set in the same notice of convocation of the first.
Art. 14. - The Assembly acts by a majority of votes of members present or represented by written proxy given to another regular member.
Art. 15. - Members of The General Meeting, at the beginning of each session, elect among the members present a chairman and a secretary. The Secretary shall transcript the deliberations of the General Meetings. The reports shall be signed by the President of the Assembly, the secretary and the scrutinity if there are votes.
Art. 16. - Extraordinary General Meetings may be convened by a resolution of the Board, or by application of many members representing not less than one third of the members.
Art. 17. The members gathered in the General Meeting may amend this statute but may not change the goals of the association established by Articles 2 and 3.
For the validity of the resolutions referred to above, it's necessary the attendance, to both first and second call, of at least half of the members and the consent of three-fifths of the votes present or represented.
Title IV Governing bodies
Art. 18. - The board of directors is composed of 2 to 5 members, including the President, elected by the Assembly from among its components.
The Board of directors is valid when 2 members are present. The members of the Board of directors remain in office for 3 years. The board of directors can be revoked in a general meeting with the majority of 2/3 of the partners.
Art. 19. - The Board of directors is the executive body of the Association. It meets on average 2 times a year and is
convened by:
a) the President;
b) at least 2 components, upon justified request;
c) written and justified request by at least 30% of members.
The Board of directors shall have all powers of ordinary and extraordinary administration. In the ordinary management of its tasks are:
(a) prepare the acts to be presented;
b) formalize the proposals for the management of the Association;
c) preparing the final budget, which must contain the individual items of expenditure and revenue for the period of one year;
d) preparing the budget, which must include, split into individual items, the estimates of expenditure and
earnings for the next year;
e) establish the amounts of the annual rates of the different categories of members;
Art. 20. - The President remains in office for three years and is the sole legal representative of the Association.
He convenes and presides over the Council, signs all the administrative actions taken by the Association
he can open and close bank and postal accounts and earning procedures.
It gives members special power of attorney to menage various activities,upon approval from the Board of directors. Art. 21. -The social positions are honorary and not compensated, only a reimbursement of expenses incurred and documented is provided.
Title V
Final Provisions
Art. 22. -all disputes insurgent between the association and the members and between the shareholders will be left to the exclusive competence of ordinary assembly of Members.
Art. 23. - The dissolution of the association can only take place by resolution of the Extraordinary meeting with the
majorities cited under the previous Article 17. In case of dissolution, the Assembly shall act on
designation of the remaining assets, less liabilities. The remaining assets will still be donated to other association with similar purposes or public purposes, unless otherwise instructed by law.
Art. 24. - For matters not covered by this statute, see the rules of the Italian Civil Code and the applicable rules of the promotion institution of reference at that time.