Social Promotion Association
(Name, registered office and duration)
We hereby establish among those present, pursuant to the Civil Code and Legislative Decree 3 July 2017, no. 117 (hereinafter referred to as the “Third Sector Code”) and subsequent amendments, an association for social promotion having the following name: “IL PALMERINO CULTURAL ASSOCIATION aps”, hereinafter referred to as “association”, as registered at the office of the Municipality of Florence with unlimited duration.
(Purpose, purpose and activity)
The non-profit Association, in full respect of the freedom and dignity of its members, without distinction of sex, race, language, religion, political opinions, personal and social conditions of its members, proposes to pursue the general interest of the community, the promotion and development of the human personality and the social integration of individuals. It pursues civic and social utility purposes as well as those linked to solidarity, through one or more of the following activities of general interest, mainly in favor of third parties and pursuant to Art. 5 of the Third Sector Code, principally using the volunteer efforts of its associates or persons belonging to the associated bodies:
- Education, training and professional training, pursuant to Law n. 53, and subsequent amendments, as well as cultural activities of social interest with educational purposes;
- Organisation and management of cultural, artistic or recreational activities of particular social interest, including editorial activities and those for the promotion and dissemination of culture and for volunteering in addition to activities of general interest referred to in Article 5 of Legislative Decree 117 / 2017.
Specifically, the Association aims to promote the enhancement of cultural heritage linked to the local reality in which it operates and in order to spread the ideas and works of authors, artists and scholars who, for centuries, have interacted with Il Palmerino. At the villa bearing its name, it intends to re-create a vital centre of intercultural and interdisciplinary exchanges aimed, on the one hand, at the enriching and deseminating those works from the past that are an expression of the place, and on the other, promote studies, initiatives and research - including international efforts - in the guise of creative contemporary events.
For the pursuit of its purposes, it may, among other things, carry out the following activities:
A) Organisation of events, reviews, representations and cultural events of various kinds;
B) Carrying out studies and research as well as training activities in the sectors covered;
C) Act as a reference and reception center for artists, authors and for all those who intend to promote and develop the arts in the broadest sense of this term;
D) Implementation of initiatives aimed at disseminating and protecting the activities carried out by the Association, including through exchanges with other organizations or public or private entities;
E) Organisation of activities aimed at enhancing multidisciplinary knowledge for the protection of nature and promoting knowledge through practical and playful activities, preferring the attendance of minors and weaker groups of citizens. The association can exercise, pursuant to art. 6 of the Third Sector Code, activities other than those of general interest, secondary and instrumental to the latter, according to criteria and limits defined by a specific ministerial decree. Their identification will subsequently be made by the Board of Directors.
The association can exercise, pursuant to art. 7 of the Third Sector Code, including fundraising activities -throughthe request to third parties for donations, bequests and contributions of a non-cash nature - in order to finance their activities of general interest and in compliance with the principles of truth, transparency and fairness in relations with supporters and with the public.
(Admission and number of associates)
The number of members is unlimited but, in any case, cannot be less than the minimum established by law. Individuals and Third Sector or non-profit organizations who share the aims of the association and who participate in the activities of the association with their work, with their skills and knowledge can join the association. Anyone wishing to be admitted as an associate must submit an application to the Board of Directors which must contain:
- Indication of the name, surname, residence, date and place of birth, tax code as well as telephone
numbers and e-mail address;
- Declaration of knowing and fully accepting this Statute, any regulations and to abide by the resolutions
legally adopted by the associative bodies;
- Release for the purposes of protecting privacy.
The Board of Directors decides on the application according to non-discriminatory criteria, consistent with the aims pursued and the activities of general interest carried out. The deliberation of admission must be communicated to the person concerned and noted, by the Board of Directors, in the book of associates. The Board of Directors must justify the decision rejecting the application for admission within 60 days and communicate it to the interested parties.
If the application for admission is not accepted by the Board of Directors, whoever proposed it may, within 60 days of the communication of the rejection resolution, request that the Assembly take a decision on the application, which deliberates on the applications not accepted, if not specifically convened , on the occasion of its subsequent convocation. The Board of Directors may award the title of honorary associate to personalities who have distinguished themselves in the sectors in which the Association operates. The status of associate is permanent and can only cease in the cases provided for by art. 5. Adhesions that violate this principle, introducing admission criteria that are instrumentally limiting of rights or term, are therefore not allowed.
(Rights and obligations of associates)
Associates have the right to:
- elect the association bodies and be elected in them;
- examine the company books;
- be informed about the association's activities and monitor their progress;
- attend the premises of the association;
- participate in all the initiatives and events promoted by the association;
- participate in the development and approve the program of activities;
- be reimbursed for expenses actually incurred and documented;
- take note of the agenda of the meetings, view the financial statements and consult the association books.
Associates are required to:
- respect this Statute and any internal regulations;
- carry out one's business towards others in a personal, spontaneous and free way, without profit, even
- pay the membership fee according to the amount, the payment methods and the terms established
annually by the Board of Directors;
(Loss of associate status)
The status of associate is lost by death, withdrawal or exclusion. The member who seriously contravenes the obligations of this Statute, in any internal Regulations and in the deliberations of the associative bodies, or causes material or moral damage of a certain gravity to the association, can be excluded from the association by resolution of the Assembly with vote secret and after having listened to the justifications of the interested party. The exclusion resolution must be adequately communicated to the member who can present his own counter arguments. The exclusion can be deliberated if the associate:
- you do not comply with the payment of the membership fee;
- behaves in contrast with the associative purposes and does not comply with the resolutions of the
- incurs other serious violations submitted to the judgment of the Assembly.
The member can always withdraw from the association. Those who intend to withdraw from the association must communicate their decision in writing to the Board of Directors, which must adopt a specific resolution to be adequately communicated to the member. The declaration of withdrawal takes effect with the expiry of the current year, provided it is made at least 3 months before. The rights to participate in the association are not transferable. The sums paid as a membership fee are not refundable, re-evaluable and transmissible. Associates who in any case have ceased to belong to the association have no right to the assets of the same.
The bodies of the association are:
- the Assembly;
- The Board of Directors;
- the Supervisory Body (if any);
No remuneration can be attributed to the members of the association bodies, except for the reimbursement of expenses actually incurred and documented for the activity performed for the purpose of carrying out the function.
In the Assembly, all those who have been registered for at least 3 months in the register of associates have the right to vote. Each member has one vote. Each member can be represented in the Assembly by another member by means of a written proxy, also at the bottom of the notice of meeting. Each associate can represent up to a maximum of 3 associates.The meeting is convened by written communication, containing the place, date and time of the first and second call and the agenda, sent at least eight days before the date set for the Meeting to the address shown in the book of the associates. The Assembly meets at least once a year for the approval of the financial statements. The Assembly must also be convened when it is deemed necessary or when a motivated request is made by at least one tenth of the members. The Assembly has the following mandatory competences:
- appoints and revokes the members of the associative bodies and, if applicable, the person in charge of the
- approves the financial statements;
- resolves on the responsibility of the members of the associative bodies, pursuant to art. 28 of the Third
Sector Code, and promotes liability action against them;
- resolves on the exclusion of members;
- deliberates on amendments to the Articles of Association or the Statute
- approves any regulations for the meeting's proceedings;
- resolves the dissolution;
- resolves the transformation, merger or split of the association;
- deliberates on the other objects attributed by the law, by the articles of association or by the statute to its
The Assembly is validly constituted on first call with the presence of at least half of the members, on their own or by proxy, and on second call whatever the number of members present, on their own or by proxy. The Assembly deliberates by majority of votes. In the resolutions approving the financial statements and in those concerning their responsibility, the directors do not have a vote. To change the Articles of Association and the Statute, the presence of at least ¾ of the members and the favorable vote of the majority of those present are required. To approve the dissolution of the association and the devolution of the assets, the favorable vote of at least ¾ of the members is required.
(Board of Directors)
The Board of Directors operates in implementation of the will and general guidelines of the Assembly to which it responds directly and from which it can be, for serious reasons, revoked with motivation. It falls within the sphere of competence of the Board of Directors - which have the powers of ordinary and extraordinary administration - everything that is not by law or by the Statute of exclusive relevance to the Assembly or other associative bodies. In particular, and among others, the tasks of this body are:
- carry out the resolutions of the Assembly;
- formulate the associative activity programs on the basis of the guidelines approved by the Assembly;
- prepare the financial statements and any social financial statements in the cases and in the manner
provided for when the legal thresholds are reached;
- prepare all the elements useful to the Assembly for forecasting and economic planning for the year;
- approve the admission and exclusion of associates;
- deliberate disciplinary actions against members;
- stipulate all the deeds and contracts relating to the associative activities;
- take care of the management of all movable and immovable property owned by the association or
entrusted to it.
The Board of Directors consists of a number of members, between three and five, appointed by the Assembly for a period of three years and can be re-elected. All the directors are chosen from among the associated physical persons or indicated, among their associates, by the associated bodies: art. 2382 of the Civil Code regarding the causes of ineligibility and forfeiture. At least two members of the Board must be chosen from among the founding members. The Board of Directors has the right to appoint founding members those who have distinguished themselves over the years for special merits and constant contributions to the association's activities. The Board of Directors is validly constituted when the majority of the members are present. The resolutions of the Board of Directors are taken by a majority of those present. The power of representation attributed to the directors is general, therefore the limitations of this power cannot be opposed to third parties if they are not registered in the Register.
The President legally represents the association - in internal and external relations, towards third parties and in court - and carries out all the acts that bind it externally. The President is elected by the Assembly from among the members of the Board of Directors by a majority of those present. The President remains in office as long as the Board of Directors and ceases due to expiry of the mandate, voluntary resignation or possible revocation, for serious reasons, decided by the Assembly, with the majority of those present. At least one month before the end of the mandate of the Board of Directors, the President convenes the Assembly to appoint the new President. The President convenes and chairs the Assembly and the Board of Directors, carries out ordinary administration on the basis of the directives of these bodies, reporting to the latter on the activity performed. The Vice President replaces the President in all his attributions whenever he is unable to perform his duties.
The Supervisory Body, even if it is single-handedly, is appointed when the requirements provided for by the law are met. The members of the Supervisory Body, to which art. 2399 of the Civil Code, must be chosen from the categories of subjects referred to in par. 2, art. 2397 of the Civil Code. In the case of a collegiate body, the aforementioned requirements must be possessed by at least one of the members.
The Supervisory Body monitors compliance with the law and the Articles of Association and compliance with the principles of proper administration, also with reference to the provisions of Legislative Decree 8 June 2001, no. 231, if applicable, as well as the adequacy of the organizational, administrative and accounting structure and its concrete functioning. It may also exercise, upon exceeding the limits referred to in par. 1, art. 31, the statutory audit. In this case, the Supervisory Body is made up of statutory auditors registered in the appropriate register. The supervisory body also carries out tasks of monitoring compliance with civic, solidarity and social utility purposes, and certifies that any social report has been drawn up in accordance with ministerial guidelines. The social report acknowledges the results of the monitoring carried out by the auditors. The members of the control body may at any time proceed, even individually, to acts of inspection and control, and to this end, they can ask the administrators for information on the progress of corporate operations or on certain business.
If the Supervisory Body does not exercise accounting control and if the requisites provided for by law are met, the association must appoint a statutory auditor or a statutory auditing company registered in the appropriate register.
The assets of the association - including any revenues, income, proceeds and other revenues however named - are used for the performance of statutory activities for the exclusive pursuit of civic, solidarity and social utility purposes.
(Prohibition of distribution of profits)
For the purposes referred to in the previous art. 12, the association is forbidden to distribute, even indirectly, profits and operating surpluses, funds and reserves, however named, to its members, workers and collaborators, administrators and other members of the associative bodies, even in the case of withdrawal or any other hypothesis of individual dissolution of the associative relationship.
The association can draw the economic resources, necessary for its functioning and the carrying out of its business, from different sources, such as: membership fees, public and private contributions, donations and bequests, patrimonial income, income from fundraising activities as well as from activities other than those of general interest, as per art. 6 of the Third Sector Code. For activities of general interest provided, the association can only receive reimbursement of expenses actually incurred and documented.
The association must draw up the annual financial statements with effect from January 1st of each year. It is prepared by the Board of Directors, approved by the Assembly within 4 months of the end of the financial year to which the financial statements refer and filed with the single national register of the third sector.
The Board of Directors documents the secondary and instrumental nature of the various activities referred to in art. 2, as appropriate, in the mission report or in an annotation at the bottom of the cash flow statement or in the notes to the financial statements.
(Social report and social information)
If the revenues, income, income or revenues however denominated exceed 100 thousand euros per year, the association must publish annually and keep updated on its website any emoluments, fees or considerations attributed to the members of the supervisory bodies and senior executives. If revenues, revenues, income or income, however denominated, exceed one million euros per year, the association must draw up, file with the single national register of the third sector and publish the social report on its website.
The association must keep the following books:
- book of associates, kept by the Board of Directors;
- register of volunteers, who carry out their activities on a non-occasional basis;
- Book of meetings and resolutions of the Assembly, in which the minutes drawn up by public deed, kept by
the Board of Directors, must also be transcribed;
- Book of meetings and resolutions of the Board of Directors, kept by the same body;
- the book of meetings and resolutions of the Control Body, kept by the same body;
- the book of meetings and resolutions of any other association bodies, kept by the body to which they
The associates have the right to examine the aforementioned association books upon written request to the President of the Board of Directors.
Volunteers are people who by their free choice carry out, through the association, activities in favor of the community and the common good, making their time and skills available. Their activity must be carried out in a personal, spontaneous and free way, non-profit, not even indirect, and exclusively for solidarity purposes. The activity of the volunteers cannot be remunerated in any way, not even by the beneficiaries. Volunteers can only be reimbursed by the association for expenses actually incurred and documented for the activity performed, within maximum limits and under the conditions previously established by the Board of Directors: in any case, flat-rate reimbursement of expenses is prohibited. The expenses incurred by volunteers can be reimbursed within the limits of the provisions of art. 17 of the Legislative Decree 3 July 2017 n. 117. The quality of volunteer is incompatible with any form of subordinate or autonomous employment relationship and with any other paid employment relationship with the association.
The association can hire employees or make use of self-employment or other services exclusively within the limits necessary for its regular functioning or within the limits necessary to qualify or specialize the activity performed. In any case, the number of workers employed in the activity cannot exceed 50% of the number of volunteers or 5% of the number of associates.
(Dissolution and devolution of residual assets)
In case of dissolution of the association, the residual assets are devolved, subject to the positive opinion of the regional office of the single national register of the third sector from when it will be operational, and unlessotherwise required by law, to other entities of the third sector, or to other social promotion associations operating in the same or similar sector, pending the full operation of the aforementioned Office. The Assembly appoints one or more liquidators preferably chosen from among its members.
Although not expressly provided for by this Statute, by any internal regulations and by the resolutions of the association bodies, the provisions of Legislative Decree 3 July 2017, n. 117 (Third sector code) and subsequent amendments and, to the extent compatible, by the Civil Code.