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Statute of the Association

>> 2010 Initiatives

Statute of the Association

Jatrophabook ONLUS is a no-profit organization constitued in Rome the 16th of December of 2008 (download the Statute)

 

ARTICLES OF ASSOCIATION
 

NAME – HEAD OFFICE - PURPOSE
 

Article 1
A non-profit-making association shall be established called: “Jatrophabook” ONG/ONLUS (Non-governmental organization/Non-profit-making organization of social utility).
 

Article 2
The head office of the association shall be in Rome, Italy, c/o the offices of Attorney Vieri Paoletti, via Filippo Corridoni no. 14. The association shall have a national and international character and operativeness.
 

Article 3
With a resolution passed by the Executive Board, the association may establish subsidiaries or peripheral offices in other localities, in Italy or abroad, with or without legal and proprietary autonomy. These subsidiaries or peripheral offices shall use the same name followed by the locality of the office.

 

Article 4
The duration of the association shall be until 31st December 2100. This date may be extended following a resolution passed by the general meeting of members.
 

Article 5
The purpose of this association, which is non-denominational, apolitical and non-profit-making, shall be:
5.1. to exclusively pursue charitable objectives;
5.2. to promote the sustainable use of natural resources herewith and in the long term, for the benefit of all life on earth;
5.3. to promote the fight against pollution, waste and the irrational use of natural resources, the territory and energy;
5.4. to promote the development and use of appropriate technologies for reducing greenhouse effect gas emissions in the production and use of energy, mobility, as well as in agriculture and territorial management, in order to protect the environment, with a view to local development and cooperation between all peoples beyond all frontiers and barriers of any kind;
5.5. to promote the development of socially and environmentally sustainable projects for the production and use of renewable energy, paying particular attention to biomass energy sources in general and the cultivation of Jatropha Curcas in particular;
5.6. to combat poverty and malnutrition, particularly through the promotion of rural development and integrated supply chain projects;
5.7. to promote micro-credit and ethical finance.
 

Article 6
In order to pursue its institutional activities, the association may use the following instruments presented herewith as examples and not as an exhaustive list:
6.1. the instruction, development, financing and execution of programs, projects, studies and research etc., within the sphere of the institutional activities;
6.2. the collection of funds to be used to finance the institutional activities from all sources which are consistent with the statutory purposes, including association membership fees, donations from individuals and corporate bodies, financing from public bodies and national and international organizations for programs, income from activities connected with the institutional activities, legacies and bequests;
6.3. the acquisition in various forms, including possession, tenure, ownership or other property rights, of areas to be used for rural development and integrated supply chain projects;
6.4. the establishment of collaboration agreements and alliances with bodies, associations, organizations, institutions and all others who pursue or share the same purposes;
6.5. the organization of training activities in order to achieve the statutory objectives;
6.6. the development of meeting opportunities in order to exchange information on subjects of interest, also through the creation of web portals;
6.7. the participation in the capital of commercial enterprises that produce goods and services useful to and consistent with the purpose of the association.
 

ASSETS
 

Article 7
The association’s assets shall consist of:
7.1. movable and immovable assets which become the property of the association;
7.2. any reserve funds constituted with operating surpluses;
7.3. any donations, legacies and bequests destined to be permanently used for the benefit of the association.
 

Article 8
The economic resources used for running the association and carrying out the activities of the same shall come from fees, contributions, legacies and donations from private supporters, bodies or institutions of national and international organizations, sponsorships, marginal commercial activities, as well as operating surpluses not destined for the reserve funds.
 

Article 9
The financial year shall end on 31st December of each year. Within the following month of May, the Executive Board shall draw up the final statement of accounts, consisting of a balance sheet and income statement, management report and budget, to be submitted for the approval of the general meeting of members by no later than the following 30th June. The operating surplus may only be used for social purposes and for the realization of institutional activities and activities directly connected with the same. The said operating surplus may not be paid out in any way unless it is paid out to other associations and/or Non-Profit organizations and/or NGOs which by law, statute or regulations belong to the same unitary structure.
 

MEMBERS
 

Article 10
All individuals and corporate bodies, associations and organizations who share the purposes and support the activities of the association may become members of the same. The association shall be open to all, with no political, ideological or religious discrimination.
 

Article 11
The Members of the association shall be divided into:
11.1. Founder Members. Founder members shall refer to the people who signed the deed of incorporation.
11.2. Ordinary Members. Ordinary members shall be those who actively participate in the life of the association and promote its humanitarian initiatives;
11.3. Honorary Members. Honorary members shall be chosen from amongst Italian and foreign personalities who share the purposes and support the activities of the association and have distinguished themselves in this field. Honorary members may also be personalities from the world of culture, entertainment and sport who are willing to grant the use of their image in order to achieve the purposes of the association. Honorary members shall be appointed by the Executive Board.
All members who are of age shall have the right to vote at general meetings and may be elected to positions within the association.
 

Article 12
To become an ordinary member it shall be necessary to submit a written request to the association’s Executive Board. The Executive Board shall decide upon the admission of the candidate with a motivated decision which shall only be appealable by any interested party before the Board of Arbitrators.
 

Article 13
The founder members and ordinary members shall undertake to pay an annual membership fee, to be decided by the Executive Board, and to contribute to the activities of the association. The membership fee may not in any case be reclaimed.
Membership shall cease due to:
13.1. resignation, written notification of which should be sent to the Executive Board;
13.2. annulment, as resolved by the Executive Board, due to the loss of the subjective requisites based on which membership was granted;
13.3. exclusion, as resolved by the Executive Board, as a result of verified reasons of incompatibility with the articles of association, the purposes or the spirit of the association, or due to the failure to pay the annual membership fee.
Appeals against exclusion or annulment shall only be permitted before the Board of Arbitrators.
 

GENERAL MEETINGS
 

Article 14
The general meeting shall consist of all the members of the association and may be of an ordinary or extraordinary nature. General meetings of members shall be convened by the Executive Board whenever it deems the same to be opportune and, in any case, at least once a year within 6 (six) months from the end of the financial year, in order to approve the final statement of accounts and budget.
A general meeting shall also be convened whenever a request is put forward in writing by at least one tenth of the members.
 

Article 15
General meetings shall be convened by means of a written notice to be sent by electronic means to each member with voting rights at least 15 (fifteen) days before the meeting.
In emergencies, a general meeting may be convened by fax or telegram or by electronic means, at least 5 (five) days before the meeting.
In any case, a general meeting shall be deemed to be valid with the participation of all the members with voting rights, the executive board and the auditors, where appointed.
 

Article 16
Each member shall have the right to one vote and may give a proxy to another member. Members may not represent more than 4 (four) members by proxy. Members may also be represented by members of the Executive Board, except in the case of the approval of the financial statements and for resolutions related to the responsibilities of the members of the Board itself.
 

Article 17
At ordinary general meetings, the members shall decide upon the appointment of the members of the Executive Board, the Board of Auditors and the Board of Arbitrators, the final statement of accounts and budget, as well as the orientation and general guidelines of the association.
 

Article 18
A suitable record of the resolutions passed by the general meeting shall be drawn up to be signed by the chairman and secretary. For the legal constitution and validity of the resolutions passed by both ordinary and extraordinary general meetings, it shall be necessary for at least fifty percent of the members to take part, in first call. In second call, the ordinary or extraordinary general meeting shall be validly constituted whatever the number of members present or represented. The resolutions of the general meeting shall be deemed to be valid with the majority vote of those present.
 

EXECUTIVE BOARD – MANAGEMENT
 

Article 19
The association shall be managed by the Executive Board, consisting of 4 (four) to 15 (fifteen) members. Founder members shall be members of the Executive Board by right; the remaining members shall be elected by the general meeting. A necessary condition for electability to the Executive Board shall be membership of the association. The Board shall remain in office for 3 (three) years.
 

Article 20
The Executive Board shall elect a chairman, a deputy chairman, a treasurer and a secretary from among its members.
 

Article 21
The Executive Board shall be convened by means of a written notice to be sent at least 7 (seven) days before the meeting, by the chairman or whosoever is acting in his/her stead, and shall meet whenever it is deemed to be necessary for the successful running of the association. Where necessary and in emergencies, the Board may be convened giving 2 (two) days’ notice by telegram or using another electronic means. In any case, the deliberations of the Executive Board shall be deemed to be valid when all its members take part, either in person or by proxy.
The Board shall meet at least once a year, within 5(five) months from the end of the financial year in order to approve the draft final statement of accounts and budget, as well as the amount of the membership fees.
 

Article 22
The Executive Board shall have the broadest authority to make decisions regarding all acts of ordinary and extraordinary administration of the association. The Board shall guarantee compliance with the guidelines and general orientation of the association as per the resolutions passed by the general meeting. The Executive Board shall be deemed to have been validly constituted with the participation of half plus one of its members and resolutions passed shall be valid with the absolute majority of the participants. In the event of a tie, the vote of the chairman, or whosoever is acting in his/her stead, shall prevail.
 

Article 23
The chairman or, in his/her absence, the deputy chairman, shall have the signature and legal representation of the association vis-à-vis all legal and administrative authorities. The chairman shall handle the execution of the resolutions passed by the general meeting and the Board and, in an emergency, may exercise the authority of the Board, subject to the ratification of the same at the first subsequent meeting.
 

AUDITORS – FINANCIAL STATEMENTS – BOARD OF ARBITRATORS – DISSOLUTION
 

Article 24
Where deemed opportune or necessary, according to the measures established by law, the general meeting shall elect a Board of Auditors to control the management of the association, consisting of three members, entered on the register of auditors. The three auditors shall be appointed every 3 (three) years by the general meeting of members and shall designate the person to act as chairman of the Board of Auditors from amongst themselves.
 

Article 25
The auditors shall verify the correct keeping of the association’s accounts and draw up a report to the annual financial statements. Moreover, the auditors may also check the cash holdings and the existence of stocks and securities owned by the association, and carry out inspections and controls at any time.
 

Article 26
The Board of arbitrators shall consist of 3 (three) members elected by the general meeting and shall remain in office for an indefinite period of time. The members of the Board may be replaced at any time by the general meeting. Appeals against decisions concerning the exclusion of members and the annulment of memberships voted by the Executive Board pursuant to art. 13 shall fall within the jurisdiction of the Board.
 

Article 27
The dissolution of the association shall be deliberated by an extraordinary general meeting of members with a three quarter majority of those present. The general meeting shall undertake to appoint one or more liquidators. In the event of dissolution, the association’s remaining assets shall be devolved to other associations or for purposes of public interest, unless another destination is imposed by law.
 

Article 28
Reference shall be made to the Italian Civil Code and any rules and regulations of the association drawn up by the Executive Board for any matters not covered by these articles of association.