“ASSOCIAZIONE NAZIONALE LE DONNE DELL’ORTOFRUTTA” – ETS – “AS.DON.O”
TITLE I. Constitution & Goals
ART.1 – Name
It is established, under the Italian legislative decree 117/2017, between the participating members and the Third Sector Agency, the association in form of not recognized with the following name: “Associazione Nazionale Le Donne dell’Ortofrutta”, “As.Don.O”, in abbreviated form.
ART. 2 – Location
The legal office of the Association is established in Bologna (Italy), Via Guerrazzi, 1. The legal office could be transferred, only under the same municipality, upon resolution of the Board of Directors.
ART. 3 – Goals and objectives
3.1 The objective of the “Associazione Nazionale Le Donne dell’Ortofrutta” is to promote the feminine vision of Fruit & Vegetables. The main goal is to create a contact between the world of production and the consumers, to promote the quality and the culture of fruit & vegetables from a scientific, productive and professional point of view and, finally, to develop and extend the involvement of women in a perspective of equal opportunities.
3.2 In particular, the purposes of the Association are addressed to:
- increase, give attention and add value to the role of women in one of the most strategical economic sector of Italy, as it is the fruit and vegetables one, promoting policies and actions in order to support and reach a state of equal opportunities.
- encourage and promote the knowledge and the values of fruit and vegetables sector with new instruments and innovative languages.
- protect and promote the origins and the traditions related to the fruit and vegetables production, from the territoritories to the gastronomy.
The Association, in order to reach those goals, proposes to:
- organize meetings, debates, workshops, courses, cultural actions and everything related to the development and the achievement of the objectives.
- In conformity with the limits and the procedures provided by the current financial regulation, the Association is able to develop commercial activities in line with its institutional goals, in the limits and respect of the Italian legislative decree 117 of July 3th, 2017.
The “Associazione Nazionale Le Donne dell’Ortofrutta” is composed only by women part of Fruit and Vegetables industry, with the role of producers, managers, advisors, journalist, researchers and specialized in all different areas of sector, from production to commercialization, from cultivation to distribution.
- The “Associazione Nazionale Le Donne dell’Ortofrutta” is apolitic, non-party and non-religious association and it operates with no profit-making.
ART. 4 – Symbol and Logo
4.1 The logo of the Association, underway of registration, is composed by a graphic symbol, as shown below, representing a stylized fruit with a feminine outline inside.
4.2 The logo is the distinctive mark of the Association.
4.3 The logo could be used only in the full respect of the related guidelines prepared by the Board of Directors and approved by the General Assembly.
ART. 5 – Membership
5.1 The membership of the Association is open to women who work in the field of production, commercialization, promotion or education of the fruit and vegetables sector and, in any qualifications, to those who work in the world of fruit and vegetables from, at least, three (3) years, as owners or with tasks in companies related to fruit and vegetables sector.
5.2 The protocol of the associative relations and modalities directed to grant the effectiveness of the same are uniform.
5.3 It is expressly excluded every limitation related to the temporariness of the participating to the associative life.
5.4 The membership of the Association is open, as “Supporting Member”, to institutions, non-profit organisation or authorities with the intention to support the Association. “Supporting Members” can participate to the General Assembly without right to vote.
5.5 The “Founder Members” are considered those who had participated to the constitution of the Association.
ART. 6 – Association
6.1 The candidacy of every aspiring member will be evaluated and accepted by the Board of Directors.
6.2 The application for admission must contains the curriculum vitae to demonstrate the effective employment in the fruit and vegetables sector, the skills and the obtained qualifications.
6.3 If the Board of Directors considers the documentation not sufficient for the admission, the application can be rejected.
ART. 7 – Members obligation
7.1 The Members must deposit the annual social membership fee in the amount decided by the Board of Directors.
7.2 The Members are committed to observe the current Statute, the Regulations approved by the General Assembly and the Resolutions adopted by the Board of Directors.
7.3 Every Member must follow the code of conduct and respect the associative correctness.
ART. 8 – Annulment and exclusion
8.1 The Members ceases to be part of the Association by annulment, forfeiture, exclusion or death.
8.2 The annulment is accepted only by notification via registered mail to the Board of Directors with six months in advance.
8.3 The forfeiture is declared when the Member leaves, as a worker, the fruit and vegetables sector, for a bankruptcy of the Member herself or her company or as a result of conviction for a crime pronounced by a final judgment. 8.4 The Members can be excluded if considered as obstruction for the achievement of the Association objectives and for every other serious reason verified by the Board of Directors, included the lacking of the annual social membership fee payment.The non-payment of the membership fee for two years constitutes an automatic cause of exclusion. 8.5 The forfeiture and the exclusion are announced by the Board of Directors.
TITLE II. – Organs and Roles
ART. 9 – Organs of the Association
9.1 The Organs of the Association are:
- The General Assembly;
- The Board of Directors;
- The Board of Arbitrators, when nominated;
- The Revisor or the Board of Revisors, when nominated;
9.2 Every role is to be considered without retribution, with the exception of a reimbursement of expenses, which could be recognized by the Board of Directors in case of specific assignment.
ART. 10 – The General Assembly
10.1 The General Assemblies are ordinary or extraordinary.
10.2 The right to participate to the General Assembly is reserved to the Members with regular payments and registered for at least three months in the book of members.
10.3 The General Assembly is organized, at least, one time a year. The convocation letter must be sent, at least, 15 days before the Assembly via registered mail or e-mail with the order of business, the place and the time of the first Assembly and, potentially, of the second convocation, organized with a minimum distance of 24 hours.
10.4 The General Assembly may be organized by the Board of Directors whenever necessary. The General Assembly can also be organized with a written request of the 10% of Members.
10.5 The ordinary General Assembly is effective only with the presence, in person or with written proxy, of 2/3 of Members register and in order with membership fee payments.
10.6 The resolutions are approved with the favourable vote of 2/3 of the Members participating in person or via written proxy.
10.7 For the second convocation the Assembly is considered effective whatever is the presence, in person or with written proxy, of Members.
10.8 The ordinary General Assembly:
- nominates and excludes the members of the governing organs, which remain in office until the balance approval for the third financial year.
- nominates and excludes, when expected, the designate for the legal audit.
- approves the final balance.
- deliberates on the governing organs responsibility and promote responsibility actions towards them.
- deliberates on Members exclusion.
10.9 The extraordinary General Assembly:
- deliberates on the statute modification and the dissolution, transformation, fusion or division of the Association.
- approves the Assembly works regulations.
10.10 In first convocation, the extraordinary General Assembly is regularly constituted by the presence of 1/5 of the Members, participating in person or via written proxy, registered and in order with membership fee payments.
10.11 The resolutions are approved with the favourable vote of the majority of the Members participating in person or via written proxy.
10.12 In second convocation, the extraordinary General Assembly is regularly constituted by the presence of 1/8 of the Members.
10.13 The resolutions must be approved with the favourable vote of the majority of the Members participating in person or via written proxy.
10.14 In the ordinary and extraordinary General Assembly, every Member can be represented through the specific proxy by another Member. Every Member can’t be bearer of more than three proxies.
ART. 11 – Board of Directors
11.1 The Association is headed by the Board of Directors, composed from a minimum of 3 to a maximum of 11 Councilors nominated by the General Assembly between the Members.
11.2 The Board of Directors remains in office for three (3) financial years and expire with the approval of the third financial year.
11.3 The Board of Directors elects the President between its Members.
11.4 The President nominates, between the nominated Councilors, one or more Vice-President, of whom one as Vicar and one as Treasurer, who remain in office as much as the President.
11.5 The legal power of attorney is under the responsibility of the President and, in her absence, of the Vicar.
11.6 The Councilors, who cease their office during the mandate, are substituted by the Board of Directors by co-optation.
11.7 The Board of Directors is convocated by the President or, on her place, by the Vice-President at least four times a year.
ART. 12 – Responsibility of the Board of Directors
12.1 The Board of Directors represents the Association Management and holds all the powers in terms of Ordinary and Extraordinary Administration.
12.2 The Board of Directors must prepare the estimate and final balance to show to the General Assembly for the approval with 150 days before the closing of the financial year.
ART. 13 – The Board of Arbitrators
13.1 The Board of Arbitrators, when nominated, is composed by three Members elected by the General Assembly. Its office lasts three years.
13.2 The Board of Arbitrators must supervise the application and the observance of the norms in the Statute and the Regulations, resolving any disputes inside the Association.
13.3 The judgement of the Board of Arbitrators is incontestable.
13.4 The judgment of the Board of Arbitrators can be requested by the Members to resolve the disputes. A single Member can request the judgment whenever she feels damaged in her associative rights, upon communication to the Board of Directors.
13.5 The Board of Arbitrators can be composed by Members or non-Members.
ART. 14 – The Revisor or the Board of Revisors
14.1 The Association can nominate a Revisor or a Board of Revisors.
14.2 The Revisor or the Board of Revisors is a facultative governing organ.
14.3 The office of the Revisor or the Board of Revisors is compulsory when requested by 1/5 of the Members.
14.4 The Board of Revisors is composed by three effective Members; Its office lasts three financial years and its members are elected by the General Assembly between Members or non-Members with proven morality and competence fiscal and accounting matters.
14.5 The Revisor or the Board of Revisors monitor on the Board of Directors conduct and verify its resolutions in conformity of the Statute and the regulations.
14.6 The Revisor or the Board of Revisors monitor the fiscal business management and the economic and financial statement. The Revisor or the Board of Revisors generally report to the Board of Directors and, once a year, to the General Assembly for the approval of the final balance.
ART. 15 – Incomes
15.1 The financial resources to operate and develop the activities of the Association come from:
- ordinary and annual membership fees, decided by the Board of Directors and deposited by the Members;
- any additional membership fees, established by the Board of Directors to resolve liquidity needs;
- any additional membership fees or specific contributions made by the Members in depending of major or different benefits provided by the Association to Members themselves, in relation with the institutional goals.
d) any additional income, donation or contribution given to the Association by way of donations from the Members or third parties, without the obligation of consideration to be paid by the Association;
- any commercial income, under the limits and the procedures provided by the Italian legislative decree in matter of non-profit authorities and Associations of the Third Sector.
15.2 It is forbidden to supply, even indirectly, incomes, operating surpluses, reserve fund or capital during the Association life, unless the subdivision and distribution are established by law.
ART. 16 – Association services
16.1 The Members, in general, take advantage of the Association cultural activities for free.
16.2 It is permitted to the Members, under payment, the participation to courses, workshops and others activities organized by the Association, in relation to the statutory purposes (ART. 3), with the payment of additional fees or specific fees by the Members themselves.
ART. 17 – Financial year and fiscal report
17.1 The Association financial year starts on January, 1st and closes on December, 31st of each year.
17.2 Every financial year report must be compiled by the Board of Directors and must contain the final fiscal report and a relation written by the Board of Directors itself.
17.3 The fiscal report and the relation of the Board of Directors are submitted to the approval of the General Assembly.
17.4 The fiscal report and the relation of the Board of Directors must be deposited, and consultable, at the Legal Office at least 8 days before the date of the General Assembly.
17.5 The General Assembly for the approval of the report must be organized at least 150 days before the closing of the financial year.
17.6 In case of justified impediment, the General Assembly for the approval of the report can be organized within 6 months after the closing of the financial year.
ART. 18 – Membership fee is non-transmissible
18.1 The participation to the Association is not transferable nor via notification between the living neither for mortis causa.
18.2 The membership fee is not re-evaluable.
TITLE III. – Dissolution and closure
ART. 19 – Dissolution
19.1 In case of the Association dissolution the General Assembly will establish the modality of closure and will nominate one or more adjuster, deciding the competence of its authority.
19.2 In case of dissolution and closure, or otherwise the end of the Association, the remaining assets is assigned to the subjects indicated in the art. 9 of the Italian legislative decree n. 3 luglio 2017 n. 117, in the modality and in conformity with the fiscal regulation, therein established.
TITLE IV. – General regulations
ART. 20 – Law regulations
The Association establish and guarantee the principles of democracy, the equal rights for the active and passive electorate, the free eligibility of the governing organs, the right to vote, single vote, sovereignty of the General Assembly of the Members, publicity of the Assembly convocations, the related resolutions and the economic and financial reports.
TITLE V. – Final regulations
ART. 21 – Reference regulations
For everything not provide in the current Statute, the reference is to the Civil Code dispositions in matter of Associations and the actual Italian fiscal decree for Associations, non-profit Authorities, Authorities of the Third Sector.
Bologna, December, 6th 2017