Art. 1 – Name and Registered Office
In accordance with Legislative Decree 117/2017 and in compliance with Article 12 of the Civil Code, the association named: “ALTERITAS – Interaction between Peoples” is hereby established.
If the Association proceeds to enrol in the Single National Register of the Third Sector, the name may be integrated with the acronym ETS (Ente di Terzo Settore) automatically and will be expendable in relations with third parties, in deeds, correspondence and communications with the public.
It takes the legal form of a non-recognised, non-partisan and non-denominational association.
The association has its registered office in Via Seminario no. 8 – Verona.
The transfer of the registered office does not entail a change in the articles of association, but the obligation to notify the competent offices.
Article 2 – Duration
The association has unlimited duration.
Art. 3 – Articles of Association and effectiveness
The association is governed by these Articles of Association and the general principles of the legal system.
If the association proceeds with registration in the Single National Register of the Third Sector, it will act in compliance with Legislative Decree No. 117 of 3 July 2017, as amended, and its implementing regulations.
The Assembly may resolve on possible regulations for the execution of the statute and other regulations for the regulation of more particular organisational aspects.
The articles of association bind the association’s members to abide by them; they constitute the fundamental rule of conduct for the association’s activities.
The by-laws are evaluated according to the rules of contracts and in accordance with the criteria of Article 12 of the Civil Code.
Article 4 – Purposes and Activities
The association mainly carries out one or more activities of general interest for the non-profit pursuit of scientific, civic, solidarity and socially useful purposes.
The association studies in a multidisciplinary manner the forms of contact and exchange between cultures and peoples of different origins, languages, cultures and traditions in space and time.
In addition to coordinating individual research projects, Alteritas organises conventions, conferences, interdisciplinary thematic days, training activities, information activities and book presentations.
The activities that Alteritas proposes to carry out, for the benefit of its members or third parties, using mainly the work of its members, are
scientific research of particular social interest (D.Lgs.117/2017, Art.5, C.1, lett.h);
organisation and management of cultural, artistic or recreational activities of social interest, including activities, including publishing, promoting and disseminating the culture and practice of voluntary work and activities of general interest referred to in this article (Lgs.117/2017, Art.5, C.1, lett.i)
redevelopment of unused public assets or assets confiscated from organised crime (Lgs.117/2017, Art.5, C.1, lett.z).
Through the implementation of, by way of example and not limited to, the following actions:
Promotion of research on interaction between peoples (in an anthropological, archaeological, historical, artistic, sociological, linguistic, etc. sense);
Participation in local, national and international calls for proposals to support and promote research on interaction between peoples and related aspects;
Entering into conventions and agreements with public and private entities aimed at supporting and disseminating scientific research on the interaction of peoples;
Dissemination of the results of research carried out on the theme of interaction between peoples;
Enhancement of the different cultural heritages of peoples;
Organisation of events (exhibitions, congresses, meetings, research trips), training and educational activities;
Any cultural and research activities relating to peoples, their cultures and their interactions;
Promoting associative life through the enhancement of territorial specificities, in compliance with the principles of subsidiarity, cooperative federalism and solidarity, through the creation/support/coordination of associative structures that
have the same aims as those of “Alteritas – Interaction between Peoples
are representative of the regional territory in which they operate
insofar as they are recognised by the General Assembly of “Alteritas – Interaction among Peoples”, have the same (or a similar) name with the relevant territorial indication;
which subscribe to and comply with the specific regulations, approved by the General Assembly of “Alteritas – Interaction among Peoples”, governing its relations. The use of the logo and trademark is granted by “Alteritas – Interaction among Peoples” to the associations described above (henceforth, Territorial Structures) and is to be considered indefinite. Such use is subject to mutual cooperation and may be terminated by express resolution of the General Meeting of Members if the above-mentioned conditions are no longer met.
The association may engage in activities other than those of general interest, secondary and instrumental to the latter. Their identification is made by the Board of Directors.
The association may also carry out fundraising activities, in compliance with the principles of truthfulness, transparency and fairness with supporters and the public.
Article 5 – Admission
Membership is open to all natural persons who share its aims, accept these Articles of Association and any internal rules and commit themselves to carrying out activities of general interest.
The number of members is unlimited but, in any case, cannot be less than the minimum number required by law. If the association proceeds with registration in the Single National Register of the Third Sector and the number falls below the minimum required, the association shall promptly notify the Single National Register Office and integrate the number within one year.
Admission to the association is deliberated by the Board of Directors upon the application of the interested party according to non-discriminatory criteria, consistent with the aims pursued and the activities of general interest. The decision is communicated to the interested party and recorded in the members’ book.
In the application for admission, the applicant shall specify his or her complete personal details and undertake to pay the membership fee.
The resolution shall be communicated to the interested party and noted in the membership register.
The Board of Directors shall, within 60 days, justify the decision to reject the application for admission and notify the person concerned.
The aspiring associate may, within 30 days of such rejection notice, request that the assembly decide on the application at its next convocation.
Admission to membership is for an indefinite period, without prejudice to the right of withdrawal.
Temporary membership is not permitted.
The membership fee is non-transferable, non-refundable and non-assessable.
Art. 6 – Rights and duties of members
Members have equal rights and duties.
Members have the right to
elect the social organs and be elected to them;
be informed about the association’s activities and monitor its progress;
vote at the Assembly, provided they are entered in the register of members and have paid their membership fees;
take note of the agenda of the assemblies, inspect the financial statements, examine the association’s books in accordance with the rules set forth in Article 22 below;
denounce any facts they deem reprehensible;
Members of the association have the duty to
pay dues within the terms established by the Board of Directors;
respect these Articles of Association and any internal rules.
Art. 9 – The Assembly
The Assembly is the sovereign body of the association and is composed of:
With the right to vote, by all members in good standing who have paid their dues;
With the right to speak, by the legal representatives of the Territorial Structures.
Each member has the right to one vote and may be represented by another member, by conferring a written proxy, also at the foot of the notice of call. Each member may represent a maximum of two members.
It shall be convened at least once a year by the President of the Association or his deputy by means of a written notice to be sent at least 10 days prior to the date set for the meeting and containing the date of the meeting, the time, place, agenda and possible date of second call. The Assembly is also convened at the request of at least one tenth of the members or when the Board of Directors deems it necessary.
The Assembly shall be chaired by the President of the association or, in his absence, by the Vice-President or a person appointed as President by those attending the Assembly.
Upon the expiration of the term of office and in cases of resignation or forfeiture of the majority of the board members, the members’ meeting shall be convened to renew the bodies. When convened for the renewal of the bodies, the assembly shall be convened with the following on the agenda
Election of the President;
Determination of the composition of the Board of Directors according to the specific characteristics of the Association;
Election, at the proposal of the President, of one or more Vice-Presidents and of the other members of the Board of Directors, taking into account that the responsibilities of secretary and administration must be assigned;
The election of the Executive Board takes place: normally by secret ballot, with the ballot paper showing the names of the candidates in alphabetical order. Each member may vote for a number of candidates not less than the closest 1/4 unit and not more than the closest 3/4 unit of the number of members of the Presidency to be elected. If the lists presented and shown on the ballot paper do not contain the total number of members of the Presidency to be elected, the members may also vote for names not included on the ballot paper;
at the request of at least 2/3 of the members present at the meeting, by show of hands, when the number of candidates is equal to or less than the number of members to be elected.
Minutes of the meetings of the Assembly shall be drawn up, signed by the President and the minute-taker and kept at the headquarters of the Association.
The Assembly may be ordinary or extraordinary. Extraordinary is the one convened for the amendment of the statute and the dissolution of the association. It is ordinary in all other cases.
In both ordinary and extraordinary assemblies, participation and voting by correspondence or electronically is permitted, provided that the identity of the member attending and voting can be verified.
Article 10 – Tasks of the Assembly
determines the general policy guidelines for the Association’s activities;
approves the financial statements and any balance sheet
appoints and revokes the members of the corporate bodies;
appoints and revokes, when provided for, the statutory auditor and the control body;
decides on the liability of the members of the corporate bodies and promotes liability actions against them;
decides on amendments to the memorandum and articles of association;
approves any regulations for the proceedings of the general meeting;
decides on the dissolution, transformation, merger or demerger of the association;
decides on amendments to the Rules of Procedure;
decides on the recognition or possible disqualification of the Territorial Structures;
deliberates on other matters assigned by law, the memorandum of association or the articles of association to its competence.
The discussions and resolutions of the Assembly shall be summarised in minutes drawn up by the Secretary and signed by the President.
Article 11 – Validity of General Meetings
The Ordinary Assembly shall be duly constituted in first call if the majority of the members entitled to vote are present; in second call, also to be held on the same day, whatever the number of those present, in person or by proxy.
Resolutions of the ordinary meeting are passed by a majority of those present and represented by proxy, and are expressed by open vote except those concerning persons and the quality of persons.
The extraordinary meeting approves any amendments to the statutes with the presence of half plus one of the members and with a majority vote of those present; it dissolves the association and devolves its assets with the favourable vote of ¾ of the members.
Directors do not have the right to vote in resolutions approving the budget and in those concerning their responsibility.
Article 12 – Executive Board
The Board of Directors governs the association and acts in implementation of the will and general guidelines of the assembly to which it is directly accountable and by which it can be dismissed.
The Board of Directors consists of 3 to 5 members (including the President) elected by the Assembly from among its members.
It holds office for four years.
The Managing Board is validly constituted when the majority of its members are present. If the board of directors consists of only three members, it is validly constituted when all of them are present. It decides by a majority of those present.
Article 2382 of the Civil Code applies. Article 2475-ter of the civil code applies to the conflict of interests of the directors.
The board of directors shall perform all acts of ordinary and extraordinary administration, the competence of which is not by law the exclusive preserve of the shareholders’ meeting.
In particular, among other tasks:
it administers the association
implements the resolutions of the assembly;
prepares the financial statements and, if required, the balance sheet, submits them to the Assembly for approval, and takes care of any further fulfilments required by law
prepares all elements useful to the Assembly for the economic forecast and planning of the financial year;
stipulates all deeds and contracts pertaining to the Association’s activities
is responsible for keeping the association’s books within its competence;
is responsible for the fulfilments related to the possible registration in the RUNTS (National Unified Register of the Third Sector);
regulates the admission and exclusion of members;
accepts or rejects applications from aspiring members;
performs any administrative and organisational act useful and necessary, unless it is expressly the responsibility of the General Meeting of Members, for the establishment/development/coordination of the Territorial Structures
determines the amount of the membership fee.
The power of representation vested in the directors is general, therefore the limitations of this power cannot be enforced against third parties unless they are recorded in the Single National Register of the Third Sector or unless it is proved that third parties were aware of them.
The President of the Association is the Chairman of the Board of Directors and is appointed by the Assembly together with the other members of the Board of Directors in accordance with Art. 9.
Article 13 – The President
He is elected by the Members’ Assembly by a majority of those present. He legally represents the association and performs all acts that bind it externally.
He chairs the Board and the Assembly.
At least one month before the end of the term of office, the President convenes the Assembly for the election of the new President and the Board of Directors.
The President convenes and presides over the Ordinary/Straordinary General Assembly and the Executive Board, carries out the ordinary administration on the basis of the directives of these bodies, and reports to the Executive Board on the activities carried out.
The Vice-President replaces the President in all his duties whenever the latter is prevented from exercising his functions.
Art. 14 – Control Body (Contingent Body)
The control body, also monocratic, is appointed in the event of registration with RUNTS and the provisions of Article 30 of Legislative Decree 117/2017 are implemented. The control body
monitors compliance with the law, the articles of association and compliance with the principles of proper administration;
supervises the adequacy of the organisational, administrative and accounting structure and its actual functioning;
monitors compliance with civic, solidarity and socially useful purposes;
certifies that the social report has been drawn up in accordance with the guidelines set out in Article 14. The social report shall record the results of the monitoring performed.
The member of the auditing body may at any time carry out acts of inspection and control and, to this end, may ask the directors for information on the course of the company’s operations or on specific business.
Art. 15 – Statutory Auditors (Eventual Body)
The Statutory Audit Board is appointed in the event of registration with RUNTS and the provisions of Article 31 of Legislative Decree 117/2017 are fulfilled.
It consists of an auditor enrolled in the relevant register.
Article 16 – Corporate Books
The association is obliged to keep the following books
the membership book, kept by the Board of Directors
the book of meetings and resolutions of the assemblies, in which the minutes drafted by public deed must also be transcribed, kept by the board;
the book of meetings and resolutions of the board of directors, the controlling body, and the other corporate bodies;
the register of members, kept by the board.
All members in good standing have the right to examine the membership books kept at the registered office of the organisation, within 30 days from the date of the request made to the Board.
Article 17 – Economic Resources
The economic resources of the Association are composed of
public and private contributions
donations and testamentary legacies;
income from assets;
reimbursements from conventions;
activities related to calls and projects supported by public and private entities;
income from the sale of goods and services to members and third parties, including through the performance of economic activities of a commercial, artisan or agricultural nature, carried out in an auxiliary and subsidiary manner and in any case aimed at achieving the institutional objectives.
Article 18 – Assets
The Association’s assets are real estate, movable registered assets and movable property. Real estate and registered movable property can be acquired by the association and are registered in its name.
Real estate, registered movable property and movable property that are located at the association’s headquarters are listed in the inventory, which is deposited at the association’s headquarters and may be consulted by the members.
Art. 19 – Prohibition of Distribution of Profits and Obligation to Use Assets
The Association is prohibited from distributing, even indirectly, profits and operating surpluses as well as funds, reserves or capital during its life as well as the obligation to use the assets, including any income, revenue, income however denominated, to carry out the statutory activity for the exclusive pursuit of the intended purposes.
Article 20 – Financial Statements
The Association’s budget is annual and starts on 1 January of each year.
The budget is prepared by the Board of Directors and is approved by the Ordinary Assembly within four months of the end of the financial year to which it refers.
Article 19 – Social Report
The Association shall draw up the Social Report, taking all the necessary steps, in the event of registration with RUNTS and the occurrence of the conditions set out in Article 14 of Legislative Decree 117/17.
Art. 20 – Liability and insurance of volunteer members
Volunteer members are insured for illness, injury, and third-party liability.
Art. 21 – Dissolution and devolution of assets
In the event of extinction or dissolution, the residual assets are devolved, unless otherwise required by law, to other Third Sector entities, in accordance with the provisions of Article 9 of Legislative Decree 117/2017.
Art. 23 – Final Provisions
For anything not provided for in these Articles of Association, reference is made to the relevant regulations in force and to the general principles of the legal system.
Art. 24 – Transitional Rules
The necessary steps shall be taken to register with RUNTS:
With reference to the performance of activities other than those of general interest, this will take place pursuant to Article 6 of the Third Sector Code according to criteria and limits defined by a specific Ministerial Decree.
Fundraising activities will take place in accordance with the provisions of Article 7 of Legislative Decree 117/17.
With reference to the duties of members, the reporting of facts that are deemed reprehensible takes place pursuant to Art. 29 of the CTS.
The association’s income will be related to what is allowed under Legislative Decree 117/2017.
The prohibition of the distribution of profits and the obligation to use the assets will be carried out pursuant to Article 8 paragraph 2 of Legislative Decree 117/2017.
The Financial Statements:
It is prepared in accordance with Articles 13 and 87 of Legislative Decree 117/2017 and its implementing regulations;
The financial statements will be filed with the Single National Register of the Third Sector by 30 June each year.
Voluntary members will be insured in accordance with Article 18 of Legislative Decree 117/2017.
Roberto Da Molin