TITLE I

Name – Head office – Aims – Duration

Article 1

  1. The association called “SANTINA GUSMINI E.T.S.” is hereby established.

The name shall appear in any distinctive sign used for the performance of the activity and in any deed, correspondence and communication addressed to third parties and, in general, to the public.

The association is a Third Sector Organisation, is governed by this statute and acts within the limits of Legislative Decree No. 117 of 3 July 2017. As a result of its registration in the Single Third Sector Register, the association shall indicate the details of such registration in its deeds, correspondence and communications to the public. The association is a non-profit organisation.

Article 2

  1. The Association has its registered office in the Municipality of Rimini.

The transfer of the registered office within the same municipality does not entails any change to the statute of association and may be decided by the same executive board, which may establish and suppress trust delegations, offices and/or technical administrative structures.

Article 3

  1. The Association acts nationwide without prejudice to its nature of a organisation constituted on an autonomous associative basis and governed by private law and in harmony with the relevant provisions of the Code for the Third Sector.
  2. The association is of unlimited duration.

Article 4

  1. The Association assumes as its primary task: upbringing, education and vocational training, pursuant to law no. 53 of 28 March 2003, as amended, as well as cultural activities of social interest with an educational purpose.
  2. Association offices, the services of members and volunteers are free of charge.
  3. Within the national and supranational territory, it promotes and implements the following activities: education, teaching and vocational training, pursuant to Law No. 53 of 28 March 2003, as amended, as well as cultural activities of social interest with an educational purpose that are included in the general interest dictated by Article 5 of the Code of the Third Sector.

Activities included in Article 5 paragraph 1 letter d) of Legislative Decree 117/2017.

Consistent with the above and to implement its purposes, the Association

(a) administers and manages the movable and immovable property of which it is the owner, lessor, comodataria or in any case owned or in any capacity held, including the management of the associative premises that the Association intends to accommodate;

(b) establishes and/or organise, also with the help of regional

and state contributions, preparatory, training and advanced training courses;

  1. c) concludes any appropriate deed or contract, also for the financing of deliberated operations, including but not limited to the assumption of loans and mortgages, whether short or long term, the lease, concession or bailment or the purchase, in ownership or by right of superficies, of real estate, the stipulation of conventions of any kind even transcribed in public registers, with public or private entities, which are considered appropriate and useful for the achievement of the Association’s purposes;
  2. d) stipulates conventions and contracts for the entrusting to third parties of part of activities as well as specific studies and consultancy;
  3. e) organises, promotes and encourages events, conventions, congresses, exhibitions and shows, proceeding to the publication of the relevant proceedings or documents, as well as all those initiatives and events suitable for contact between the Association, the operators in the Association’s fields of activity and the public, and participates in the aforementioned events;

(f) gives preference to vocational education and training programmes of an applied character;

(g) implements vocational education, education and training programmes on its own or in cooperation with other educational institutions or any other partners;

  1. h) finances persons or entities whose aims in the field of vocational education, education and training are consistent with those of the Association;
  2. i) promotes the transfer and application to organisations (companies, public enterprises, third sector) and social actors (school and university system, local government and school and university systems, local governments and central public administration central government, professional associations) of the scientific results of research (self-performed, commissioned or merely disseminated) through any form of collaboration, operational assistance, access to data and information;
  3. l) disseminates, through publishing initiatives of cultural and communication via the web, studies, research and experiences relevant to the fields of intervention of the Association and deserving of wide dissemination due to originality of approach, relevance of content, concrete applicability of results; the Association may act to this purpose in synergy with existing institutions and educational realities, both public and private, as well as with the world of the school, publishing and information world or with any other partner;
  4. m) without prejudice of any profit-making purpose, carries out any other activity directly related to the purposes of the Association, including the exercise of commercial activities provided they are functional to the purposes of the Association;
  5. n) grants scholarships, prizes and liberal contributions; promotes, coordinates and joins the activities of bodies, entities, institutions having the same, similar, analogous or in any case related purposes as its own, providing them with any type of technical, scientific, economic assistance;
  6. o) collaborates with other public or private entities;
  7. p) carries out analysis upon request, scientific consultancy and, in general, any activity related to education and vocational training, including advertising and publishing, publishing proceedings of conferences, seminars, studies and research, books, handouts, journals and computer supports;
  8. q) participates in public and private associations, bodies and institutions,

whose activity is aimed, directly or indirectly, at the pursuit of purposes similar to those of the Association itself; the Association may, if it deems it appropriate, also contribute to the

constitution of the aforesaid bodies;

  1. r) carries out, as accessory or instrumental to the pursuit of the institutional purposes, marketing activities, also with reference to the publishing and audiovisual sector in general and of dissemination via the means of the world wide web;
  2. s) carries out any other activity suitable or supporting the pursuit of the institutional purposes.

In order to pursue its purposes, the Association may also:

  1. a) carry out social enterprise activities and create new companies or entities.

The Association pays particular attention to scientific activity and employment of a social nature;

  1. b) promote, organise and manage activities, projects, events, services and works, pertaining to its purpose and aims;
  2. c) carry out all the aforementioned activities also through other Bodies of the Third sector or social enterprises pursuing the same institutional aims;
  3. d) enter into any appropriate deed or contract, also for the financing of the deliberated operations, including but not limited to

the assumption of credit lines, loans and mortgages, whether short or long term, the purchase, in ownership or in right of superficies, of real estate, the stipulation of conventions of any kind, including those recorded in public registers, with companies, public or private entities, that are considered opportune and useful for the achievement of the Association’s purposes;

  1. e) enter into conventions for the entrusting to third parties of part of the activities and conclude collaboration agreements with other public or private entities or private, or Foundations having purposes similar or instrumental to its own;
  2. f) participate in companies, associations, bodies and institutions, public and private, whose activities are aimed, directly or indirectly, at the

pursuit of purposes similar to those of the Association itself and within the limits of the regulations in force; the Association may, if it deemed appropriate, also contribute to the establishment of the aforementioned bodies;

  1. g) develop any other initiative, also of an economic nature deemed useful, supportive or necessary for the pursuit of the purposes of the Association, including fundraising and/or contributions, within the limits of the Law
  2. h) carry out all real estate, securities, financial, shareholding and other transactions deemed necessary or appropriate for the attainment of achievement of its institutional purposes, in full compliance with the will;
  3. i) to avail itself of the support of professionals, bodies, societies, institutions, also by means of specific agreements and conventions.

The Association, in order to optimise its operation may:

  1. a) prepare, through its Corporate Bodies, multi-annual programmes and annual activity plans to achieve its purposes;
  2. b) set up training and refresher courses for all operators involved in the Association’s activities;
  3. c) set up and/or promote structures, taking care of their organisation and management, also with its own organisation and autonomous organisation charts, operating on its own and also with other public, private and civil structures. civil structures.

Pursuant to Article 6 of Legislative Decree 117/2017, the Association may engage in activities other than the one referred to in Article 5, paragraph 1 of Legislative Decree 117/2017 and are secondary and instrumental with respect to the activities of general interest, according to criteria and limits defined by decree of the Ministry of Labour and Social Policies, taking into account all the resources including voluntary and gratuitous ones, employed in such activities in relation to the total reserves, including voluntary and gratuitous ones, employed in general interest activities.

It is forbidden to carry out institutional activities other than those indicated, even if they have the purpose of social solidarity as well as of public utility, with the exception of those directly related to the institutional purposes.

Subject to registration with the RUNTS (Registro Unico del Terzo Settore) or the provision of its effects pursuant to the provisions of by Legislative Decree 117/2017 and the conditions dictated by Art. 6 of Legislative Decree 117/2017, as well as the limits defined by the competent Bodies, the Association may carry out activities that are different, secondary and instrumental to those of general interest, the identification of which may be subsequently carried out by the Board of Directors.

The provisions of Article 17 of Legislative Decree 117/2017 shall apply for volunteers and voluntary activities, where present.

TITLE II

Membership Categories and Dues

Article 5

  1. The Association consists of ordinary members.
  2. Membership is open to natural persons, public and private legal persons, organisations and unrecognised associations, all of which are non-profit organisations.
  3. An aspiring member acquires the status of member of the Association by applying to the Board of Directors in accordance with the procedures envisaged in this regard by the applicable regulations of the Third Sector.

In the said application, the aspiring member must also declare that he/she is aware of and accepts, without reservation, this Statute, as well as any regulations issued by the Association and to abide by the resolutions legitimately adopted by the corporate bodies.

social organs.

Within thirty days from the date of the application, the Board of Directors shall examine it without any prejudice or discriminatory intent and, having accepted the request to join the Association, records the registration in the register of members, notifying the applicant of the admission.

Should the Board of Directors rule negatively, the applicant member may, within 30 days from the date of the communication of the rejection of the application, submit a complaint to the Assembly of the Association for the reform of the decision.

Article 6

  1. Each member shall be entitled to exercise one vote at the meetings of the assembly.
  2. Membership is personal and is lost by
  3. resignation;
  4. non-payment of the annual membership fee, as determined

determined by the Executive Board by 31 December of each year;

  1. unworthiness and/or acts contrary to the interests of the Association.
  2. upon resolution of the Executive Board, approved by an absolute majority of the members and by secret vote for:

– unworthiness;

– acts contrary to the interest of the Association

TITLE III

Organs of the Association

Article 7

  1. The organs of the Association are

* the Executive Board;

* the Members’ Assembly;

* the President;

* the Audit or Controlling Organ pursuant to Articles 30 and 31 of the Code for the Third Sector.

The members of the social organs do not receive any remuneration; they may be reimbursed for expenses actually incurred and documented for the activity carried out for institutional purposes.

Article 8

  1. The Members’ Assembly has the following tasks:

* appoints and dismisses the members of the Executive Board and the controlling organ and, where mandatory, the Auditor;

* decides on amendments to the Association’s Memorandum and Statute of Association and in compliance with the provisions of the Code for the Third Sector

* deliberates and approves, on an annual basis, the budget and financial statements proposed by the Executive Board, accompanied by the report of the Control Organ;

* resolves on the liability of the members of the corporate organs and promotes liability actions against them, in accordance with Article 28 of the Code for the Third Sector;

* resolves on the exclusion of members;

* decides on the dissolution, transformation, merger or demerger of the Association;

* decides on other matters assigned by law, the articles of association or by the Statute of Association

Article 9

  1. The Members’ Assembly shall meet at least once a year within 120 (one hundred and twenty) days after the end of the financial year for the approval of the financial statements.
  2. It is convened by the President by means of an invitation posted on the Association’s premises, publication on the Association’s website, or communicated by any other means deemed appropriate (pec, e-mail, sms, etc.), at least 15 days before the date set for the meeting, except for the longer term provided for in the case of the election of corporate organs.
  3. The convocation notice shall state the place where the meeting is to be held, the date and time and the possible date and time of the second convocation, as well as the agenda of the items on which the member’s Assembly is called to deliberate.
  4. The Assembly shall be convened by the President when a written and justified request has been made by the Auditing or Controlling Organ or by at least 5% of the Members, or by the percentage of the Members deemed appropriate to ensure the protection of minorities.
  5. If the President does not convene the meeting within fifteen (15) days, it shall be convened by the audit or control organ itself when so requested.

Article 10

  1. Members who have paid their membership fees and have been registered for at least three months shall be entitled to attend the Assembly.
  2. A member may be represented at the meeting by another member, who is not a member of the Executive Board or of the Controlling Organ by giving it a written proxy accompanied by a photocopy of a valid identity document of the delegating member.
  3. Each member may not have more than three proxies.
  4. Each member shall be entitled to one vote.

Article 11

  1. The Members’ Assembly shall be chaired by the President of the Executive Board and in the event of his absence or impediment by the Vice-President, and in the event of his absence or impediment also by the latter, by the oldest Board member.
  2. The President of the Assembly shall appoint a secretary and if he deems it necessary also two scrutineers.
  3. It shall be the duty of the President to direct the meeting’s debate and to indicate the voting system.
  4. Meetings of the Assembly shall be drawn up by the secretary,minutes signed by the President and the secretary and kept by the latter.

Article 12

  1. The Members’ Assembly, in first call, is duly constituted with the presence of at least half plus one of the Members, and decides by the majority of the votes cast by those present.

The Members’ Assembly, in second call, shall be validly constituted whatever the number of Members present, and shall pass resolutions with the favourable vote of the majority of the votes cast by those present.

Remain unaffected the different majorities provided for the approval by the Assembly of the resolution of dissolution pursuant to Article 24 below.

  1. At assemblies convened for the election of social organs or for amendments to the statute of association, in first call the meeting is duly constituted with the presence of at least half plus one of the members, and passes resolutions by a majority of the votes cast by those present; in second call it is duly constituted regardless of the number of members present, and passes resolutions by a majority of the votes cast by those present.

Article 13

  1. The members of the Executive Board and of the Controlling Organ are elected by the Members’ Assembly.
  2. The elections are called by the outgoing Executive Board at least fifteen (15) days before the expiry of the term of office.
  3. In constituting its social organs, the Association favours the implementation of the principle of equal opportunities between men and women.

Article 14

  1. The Association is administered by the Executive Board, whose President is the legal representative, consisting of three members, respecting the gender component in accordance with the current legislation.
  2. Members who have been registered for at least three (3) months from the date of the elections may be elected as members of the Executive Board Board.
  3. Members of the Executive Board shall hold office for a term of five years and may be re-elected. and may be re-elected.

Article 15

  1. The Executive Board shall be convened in ordinary session at least twice a year and, in extraordinary session, whenever the President or majority of the Board deems it appropriate and if required by special regulations or national and regional laws, to deliberate on specific topics.
  2. The Executive Board is validly constituted when half plus one of its half plus one of its members is present and decides by a majority of those present.
  3. Unless otherwise provided for by law, in the event of a tie, when more than two persons are present and voting, the vote of the President shall prevail.
  4. The Executive Board shall be chaired by the President and, in the event of his absence or impediment, by the Vice-President.
  5. In the event of the absence or impediment of both, the Executive Board shall be chaired by the oldest Board member.
  6. Minutes of each meeting shall be drawn up in a special register, numbered consecutively and signed by the President and the Secretary.

Article 16

  1. The Executive Board is convened by the President and, in the event of his absence or his absence or impediment, by the vice-president by written notice, containing the items to be discussed, delivered by hand or sent by mail, or e-mail or any other suitable means suitable means guaranteeing its receipt (e.g. sms, whatsapp, etc.) to all members of the Council at least seven days before the day set for the meeting.

Meetings of the Executive Board may also be held by means of telecommunication or video communication, under the following conditions:

  1. a) that the President of the meeting is allowed to ascertain the identity of the participants, to regulate the proceedings of the meeting and to ascertain and announce the results of voting;
  2. b) that it is possible for the person taking the minutes to adequately perceive the events of the meeting being minuted;
  3. c) that those present are allowed to participate in the discussion and simultaneous voting on the items on the agenda and to view, receive or transmit documents.

If these conditions are met, the meeting is deemed to have been held in the place where the President and the person taking the minutes are present.

  1. In urgent cases, the convocation may be shortened to three days by electronic mail.
  2. The presence of all the councillors cancels any formal irregularity of the convocation provided that the items to be discussed have been set.

Article 17

  1. If a councillor leaves office, the Executive Board shall replace him/her by co-optation.If the majority of the elected members of the Executive Board leave office, the entire organ shall be renewed.

Article 18

  1. The Executive Board is vested with the broadest powers to perform all acts of ordinary and extraordinary administration, useful or necessary for the achievement of the statutory purposes.
  2. To this end:
  3. implements the institutional purposes and provides for the collection of funds and the registration of members;
  4. annually approves the budget and financial statements, subject to the opinion of the Controlling Board, to be submitted for approval by the Assembly;
  5. elects the President and a Vice-President, if deemed appropriate, by a majority of votes and by secret ballot;
  6. The Executive Board, upon proposal of the President, may delegate to one or more members, certain powers for individual operations, within the limits identified by its own resolution;
  7. the President and the other members of the Executive Board, within thirty days from the news of their election, they may apply for registration in the Single National Register of the Third Sector, as dictated by Article 26 paragraph 6 of the aforementioned Third Sector Code;
  8. the Executive Board may make use of the figure of the Secretary of the Association, as the technical organ of the organisation responsible for managing administrative activity, including the function of secretary of the CD, for the execution of the deliberative acts according to the provisions issued by the same organ and by the President;
  9. the Secretary of the Association is also responsible for keeping and preserving the records
  10. In the event of necessity or urgency, just the President has the power to take decisions within the competence of the Executive Board, subject to ratification

by the Executive Board at the first meeting to be convened within the next thirty days, under penalty of forfeiture of the measure taken.

Article 19

  1. Pursuant to Article 30 of Legislative Decree 117/2017, the Controlling Organ is appointed.
  2. The Controlling Organ may be monocratic or collegial as determined by the Assembly at the time of appointment.
  3. The Controlling Organ monitors compliance with the law and the Statute and compliance with the principles of proper administration as well as the adequacy of the organisational, administrative and accounting structure and its actual functioning.
  4. It may also carry out the statutory audit of the accounts in excess of the limits set out in Article 31(1) of Legislative Decree 117/2017. In such case, the Controlling Organ shall consist of statutory auditors entered in the appropriate register.
  5. The Controlling Organ also exercises the tasks of monitoring compliance with the civic, solidarity and socially useful purposes, having particular regard to the provisions of Articles 5, 6, 7 and 8 of Legislative Decree 117/2017 and certifies that the social report has been drawn up in accordance with the guidelines set out in Article 14. The social balance sheet acknowledges the results of the monitoring carried out by the Controlling Organ.
  6. The members of the Controlling Organ may at any time proceed, also individually, to acts of inspection and control.
  7. To this end, they may ask the directors for information on the course of the association’s operations or on specific business.
  8. Meetings of the Controlling Organ, if appointed in a collegial composition, may be held by means of telecommunications, in compliance with the provisions for meetings of the Executive Board.
  9. Without prejudice to the provisions of paragraph 4 above, in the event the Association exceeds for two consecutive financial years two of the limits indicated in the first paragraph of Article 31 of Legislative Decree 117/2017 as amended and supplemented, the statutory audit shall be carried out by a Statutory Auditor or a firm of Statutory Auditors registered in the appropriate Register.
  10. The Auditor may attend meetings of the

of the Executive Board.

TITLE IV

Assets – Financial Management

Article 21

  1. The Association pursues its statutory purposes
  2. with the proceeds of its movable and immovable property to be used for the fulfilment of its founding purposes and aimed at the pursuit of civic, solidaristic and socially useful purposes;
  3. with the membership fees paid by the members;
  4. with the proceeds of its activities as well as those from contributions and participation in national campaigns;
  5. with donations from public and private institutions, donations, testamentary legacies, as well as reimbursements deriving from contributions from local organisations and territorial agreements and with possible contributions from the State, the Regions and local authorities.

Article 22

  1. The financial year shall coincide with the calendar year.
  2. For each financial year, an annual account shall be drawn up with the balance sheet, the profit and loss account and the notes to the financial statements and the budget with the programme of activities, which must be communicated in advance to the audit and the Controlling Organ. The Association is obliged, when the conditions are met, to deposit with the Single National Register for the Third Sector and publish on its website the social report within the terms set out in Article 14 of the Code for the Third Sector.
  3. Shall apply the provisions of Article 13 of Legislative Decree. 117/2017.

Article 23

  1. The Association has its own assets and operates with complete accounting, administrative and management autonomy, responding with its own patrimony to all obligations inherent to the relationships it establishes.

The Association is forbidden to distribute, even indirectly, surpluses or profits, funds and reserves, however denominated, to its members, even in the case of withdrawal or any other hypothesis of dissolution of the associative bond.

  1. For the purposes of any subsequent application for recognition of the legal personality, the liquid and available assets earmarked pursuant to Article 22 of Legislative Decree 117/2017 are set at Euro 15,000.00.
  2. The association is prohibited from distributing, even indirectly, profits and operating surpluses as well as funds, reserves however denominated or capital during its life pursuant to Article 8, paragraph 2, of the Legislative Decree 117/2017.
  3. The Association’s assets, including revenues, returns, proceeds and any other type of income, if any, shall be used to carry out its statutory activities, for the exclusive pursuit of civic, solidaristic and socially useful purposes.

TITLE V

Disqualification of organs

Article 24

  1. The dissolution of the Association for any cause is decided by the Assembly with the favourable vote of at least three-fourths of the members.

At the same meeting, the Assembly shall appoint one or more liquidators with the necessary powers.

  1. The residual assets of the Association, once the liquidation has been completed, and as decided by the Assembly, shall be donated to other association that pursues similar purposes and is a body of the Third Sector, subject to the indication of the Executive Board and the positive opinion of the Office pursuant to Article 45 of the Third Sector Code and subject to any other and different destination imposed by law.

TITLE VI

Transparency, transitional and final rules

Article 25

  1. All activities of the Association must be carried out with the

maximum transparency.

  1. The Association is obliged at its administrative headquarters to keep an up-to-date notice board in which to post notices of the life of the Association.
  2. The Association, where required by law, shall publish the balance sheet on its website and on the Single Register for the Third Sector.
  3. The Association also discloses any emoluments, compensations and fees paid for any reason to members of the Association bodies and operators.
  4. The Association is obliged to keep the following books:
  5. a) the membership book, also in computerised form;
  6. b) the meeting and resolution book of the assembly;
  7. c) the register of meetings and resolutions of the Executive Board;
  8. d) the register of meetings and resolutions of the Controlling Organ and of any other social organs (if established);
  9. e) the book of associate volunteers containing the names of members who perform non-occasional voluntary work within the Association.

The books referred to in a), b), c), e) are kept by the Executive Board.

The books under d) shall be kept by the organ to which they refer.

The minutes of the General Assembly and of the Executive Board shall contain the date, the agenda, a description of the discussion of each item on the agenda and the results of any votes.

Each minute must be signed by the president and the secretary.

Members have the right to examine the company books, in the manner laid down in an internal regulation.

Article 26

  1. The members have the right to examine the Association’s books.
  2. The request is examined by the President of the Association. If there is no doubt as to the identity of the member, the legitimacy of the requesting member and the existence of a personal and concrete interest in access, it is granted without further formality.
  3. If immediate access is not possible, an other day and in any case within 30 days of the formalised request.

In the event of any refusal of access, the member addresses a request the Executive Board requesting a ruling on the matter.

If access is still denied, even by the Executive Board, the Member may appeal to the courts.

The Member who examines the association books is bound to confidentiality on the documents examined.

Article 27

  1. For anything not expressly provided for herein, reference is made to the Code for the Third Sector.

Signed: Maurizio Testa

”        : Giorgi Giuseppe

”         :Manuela Merelli

”        : Andrea Letizia – Notary