This is an unofficial courtesy translation. The official version of these articles is the one filed in Italian, which prevails in the event of any discrepancy.
Social promotion association, third-sector entity.
Art. 1 – Name, Registered Office and Duration
In compliance with the Civil Code, with Legislative Decree 117/2017 and the applicable legislation, the third-sector entity named «Shag&Love a.p.s» is established, taking the legal form of a non-party, non-denominational association. The association’s registered office is at via delle Cave 88, in the Municipality of Rome (RM), Italy. A change of registered office does not require an amendment to the articles, only notice to the competent offices.
Shag&Love a.p.s is a social promotion association operating under Legislative Decree 117/2017 (the «Third Sector Code») and Articles 36 ff. of the Civil Code. The association has unlimited duration.
Art. 2 – Articles and Purpose
The association is governed by these articles and acts within the limits of Legislative Decree no. 117 of 3 July 2017, its implementing rules, regional law and the general principles of the legal system. The assembly may adopt regulations implementing the articles for more detailed organisational matters.
The association is non-party and operates in accordance with the principles of the Italian Constitution – democratic and equal structure, equal opportunities between men and women including eligibility for office, freedom and human dignity, and unpaid offices – with the aim of contributing to the spread of culture and to social inclusion. It pursues these aims through the organisation of festivals and previews, events, food-and-wine tastings, promotion of the local area and tourism, dance teaching, and the spread of art and gastronomic culture; seminars, workshops, screenings, training courses, consumer-rights protection; workshops on architecture, staging, design, crafts and fashion; set design, film forums, art, design and architecture exhibitions, seminars on cinema and music and their history, competitions in dance, art, cinema, music and gastronomy; publishing activities, periodical publications at local, regional, national, European and international level, editorial, broadcasting and information activities, video creation, editing and production of music videos; and project work.
Art. 3 – Effect of the articles
The articles are binding on the members and constitute the fundamental rule of conduct for the association’s activity.
Art. 4 – Interpretation of the articles
The articles are interpreted according to the rules for interpreting contracts and the criteria of Article 12 of the preliminary provisions to the Civil Code.
Art. 5 – Activities of general interest
The organisation primarily carries out one or more activities of general interest for the non-profit pursuit of civic, solidarity and socially useful aims, under Article 5 of the Third Sector Code:
- organisation and management of cultural, artistic or recreational activities of social interest, including publishing activities promoting culture and volunteering (letter i);
- organisation and management of tourism activities of social, cultural or religious interest (letter k);
- organisation and management of amateur sports activities (letter t).
Art. 5 BIS – Other activities
The association may also carry out other, secondary and instrumental activities in relation to the activities of general interest above, under Article 6 of Legislative Decree 117/2017 and the implementing provisions of interministerial decree no. 177 of 26 July 2021 of the Ministry of Labour and Social Policies, as amended.
The determination of the other activities is left to the board of directors, which must observe any resolutions of the members’ assembly and comply with the criteria and limits set by the Code and its implementing provisions.
Further initiatives useful to the association’s aims may be decided according to the needs of the organisation. To pursue its aims the association may take part in national and international consortia, temporary associations or other associations and companies with a similar or complementary purpose, join other bodies sharing its aims and methods, cooperate with public and private entities, and carry out public fundraising to finance its activities of general interest, within the forms, conditions and limits of Article 7 of the Third Sector Code and its implementing decrees.
Art. 6 – Admission
Members of the association are all natural persons who share its aims and, moved by a spirit of solidarity, concretely commit to achieving them. Admission is resolved by the administrative body upon the applicant’s request; the resolution is communicated to the applicant and recorded in the members’ book.
Membership has no time limit, save for lapse due to failure to pay the annual membership fee. If an application is rejected, the administrative body communicates the reasoned decision within 60 days; within sixty days the applicant may request that the assembly rule on the application at its next meeting. Both natural persons and third-sector entities may be admitted as honorary members, with advisory (non-binding) vote only and not required to pay the fee.
There are three categories of member:
- ordinary: those who pay the enrolment fee set annually by the Assembly;
- supporting: those who, in addition to the ordinary fee, make extraordinary voluntary contributions;
- honorary: persons appointed as such by the Assembly for particular merits toward the association.
Temporary membership is not allowed. The membership fee is non-transferable (Art. 35), non-refundable and not revaluable.
Art. 7 – Members’ rights and duties
Members have the right to:
- elect the corporate bodies and be elected to them;
- be informed about the association’s activities and monitor their progress;
- be reimbursed for expenses actually incurred and documented for the activity carried out, as provided by law;
- review the agenda of the assemblies, the financial statements and the minutes, and examine the corporate books, upon request by e-mail to the secretary;
- vote at the Assembly, provided they have been recorded in the members’ book for at least 1 year (each member has one vote).
and the duty to:
- comply with these articles and the internal regulations;
- carry out their activity for the community in a personal, spontaneous and unpaid manner, without profit, even indirect, and solely for purposes of solidarity;
- pay the membership fee in the amount set annually.
Art. 8 – Withdrawal and exclusion of a member
Membership is lost:
- upon death;
- for default in paying the membership fee;
- upon written resignation or voluntary withdrawal;
- by exclusion;
- upon dissolution of the association.
Members are excluded who are guilty of repeated acts of indiscipline and/or improper conduct violating the articles and/or internal regulations, or who without adequate reason place themselves in prolonged inactivity. Loss of membership in cases 1), 2) and 3) is resolved by the board of directors; in case of exclusion, the board’s resolution must be ratified by the first available Assembly. The excluded member has 30 days to appeal to the Assembly.
Art. 9 – Corporate bodies
The bodies of the association are:
- the Members’ Assembly;
- the administrative body / Board of Directors;
- the President;
- the Vice-President;
- the Treasurer;
- the Secretary;
- the Supervisory body;
- the statutory auditor.
All corporate offices are elective and unpaid.
Art. 10 – Ordinary Assembly: convocation, validity, functions and tasks
The Ordinary Assembly is validly constituted with at least half of the members present; on second call it is valid whatever the number of attendees. Voting by proxy is allowed (max two proxies per member). Resolutions are passed by majority of votes, normally by show of hands; corporate offices are elected by secret ballot. Resolutions are immediately effective and recorded in minutes signed by the President and the Assembly secretary. Participation by means of telecommunication is possible. The Ordinary Assembly:
- appoints and removes the members of the corporate bodies;
- appoints and removes, where required, the person in charge of the statutory audit;
- discusses and approves the budget and the final financial statements;
- defines the general annual programme of activities;
- determines the amount of membership fees and the deadline for payment;
- discusses and approves any regulations prepared by the board;
- resolves on the liability of the members of the corporate bodies;
- decides on the lapse of members under Art. 7;
- discusses and decides on all items on the agenda.
Art. 11 – Extraordinary Assembly
The Extraordinary Assembly is convened whenever necessary and to: resolve on amendments to the deed of incorporation or the articles; resolve the dissolution, transformation, merger or division of the association. For amendments to the articles it resolves with at least two thirds of the members present and the favourable vote of the majority of those present; for dissolution and devolution of assets it resolves with the favourable vote of at least three quarters of the members.
Art. 12 – Minutes
The discussions and resolutions of the assembly are summarised in minutes drawn up by a specifically appointed member of the assembly and signed by the president. Each member has the right to consult the minutes and obtain a copy.
Art. 13 – Administrative body / Board of Directors
The Board of Directors is composed of seven members appointed by the Assembly; it is renewed every five years and its members are re-eligible. It is convened by the President whenever there is business to resolve, when requested by at least one third of the directors or by the Board of Auditors, by written notice sent by post, fax or e-mail and posted at the registered office at least 10 days beforehand. Meetings are valid with the majority of directors; resolutions are passed by absolute majority of those present, by open vote except in matters concerning persons.
The Board of Directors has the broadest powers to manage the association. In particular, it:
- elects and removes the president from among its members;
- elects and removes the vice-president from among its members;
- appoints the treasurer and the secretary;
- carries out all acts of ordinary and extraordinary administration;
- implements the resolutions of the Assembly;
- prepares the annual programme of activities;
- presents to the Assembly for approval the report, the final financial statements of the past year and the budget for the current year;
- grants general and special powers of attorney;
- establishes employment relationships, setting duties, qualifications and pay;
- proposes to the Assembly the regulations for the functioning of the association;
- receives, accepts or rejects applications from new members;
- ratifies or rejects urgent measures taken by the President;
- resolves on the exclusion of members under Art. 7.
If one or more directors are irreversibly lost, the Board fills the vacancy from the ranking of the first non-elected candidates; once exhausted, it calls by-elections.
Art. 14 – President
The President is the legal representative of the association; he/she represents the association vis-à-vis third parties and in legal proceedings, and chairs the administrative body and the assembly, and convenes both the members’ assembly and the administrative body for ordinary and extraordinary meetings. The president remains in office as long as the administrative body and ceases upon expiry of the mandate, voluntary resignation or removal decided by the assembly with the majority of those present. At least one month before the mandate expires, the president convenes the assembly to elect the new president and administrative body. The president carries out ordinary administration on the basis of the directives of those bodies, reporting to the administrative body on the activity performed. The Vice-President replaces the President in all functions whenever the latter is unable to perform them.
Art. 14 BIS – Supervisory body
The supervisory body (also single-member) is mandatory where, for two consecutive financial years, two of the following limits are exceeded:
- total assets: EUR 110,000.00;
- revenues, income, proceeds or receipts however named: EUR 220,000.00;
- employees on average during the year: 5.
The obligation ceases if, for two consecutive years, those limits are not exceeded. The supervisory body checks the accounting management, the cash management and the consistency of the accounts with the legislation in force.
The members’ assembly appoints the members of the supervisory body, who must be independent and qualified professionals. Article 2399 of the Civil Code applies to them and they must be chosen from the categories of Article 2397(2) of the Civil Code; for a collegial body, the requirements of Article 2397 must be met by at least one member.
Art. 15 – Auditor
An auditor is appointed, only where the statutory limits are exceeded, in the cases provided by Article 31 of Legislative Decree 117/2017. It consists of an accounting auditor enrolled in the relevant register.
Art. 16 – Assets, financial year and accounts
The financial year runs from 1 January to 31 December each year. By 30 April each year the Board submits to the Ordinary Assembly for approval the moral report, the final financial statements of the past year and the budget for the current year. The association’s income consists of:
- membership fees and contributions from supporters;
- contributions from private parties, the State, bodies, international organisations and public institutions for specific, documented activities or projects;
- donations and testamentary bequests;
- income from agreed service provision;
- proceeds from the sale of goods and services to members and third parties, including through auxiliary and subsidiary commercial activities;
- income from promotional initiatives to finance itself;
- any other income compatible with the aims of social promotion.
The proceeds of the various activities may never be divided among members, even indirectly. Any operating surplus must be reinvested in the institutional activities set out in the articles. The association’s assets consist of real and movable property; shares, bonds and other public and private securities; donations, bequests or inheritances; and other reserves and available assets. Membership shares are non-transferable; upon a member’s resignation, exclusion or death, their share remains the property of the association.
Art. 17 – Ban on distributing profits and duty to use the assets
The association is prohibited from distributing, even indirectly, profits and operating surpluses as well as funds, reserves or capital during its life, pursuant to Article 8(2) of Legislative Decree 117/2017, and is required to use its assets, including any revenues, income, proceeds and receipts however named, to carry out its statutory activity for the exclusive pursuit of the aims set out.
Art. 18 – Social report
It is drawn up in the cases and manner provided by Article 14 of Legislative Decree 117/2017.
Art. 19 – Paid staff
The social promotion association may use paid staff within the limits of Article 33 of Legislative Decree 117/2017. Relations between the association and paid staff are governed by law and by specific regulations adopted by the organisation.
Art. 20 – Rules on volunteering
A) Volunteers and volunteering activity
Volunteers are natural persons who share the association’s aims and who, by free choice, provide their activity through it in a personal, spontaneous and unpaid manner, without profit, even indirect, and solely for purposes of solidarity. The association must enrol volunteers, whether members or not, who carry out their activity on a non-occasional basis, and insure them against accidents and illness connected with the activity and for civil liability toward third parties. A volunteer’s activity may not be paid in any way, not even by the beneficiary; expenses actually incurred and documented may be reimbursed, with prior authorisation and within the limits set by the Board.
B) Volunteers and paid persons
The status of volunteer is incompatible with any form of employed or self-employed work and any other paid work with the entity. The association carries out its activity of general interest mainly through the volunteering of its members. It may hire employees or use self-employed work, including from its own members, only where necessary; in any case the number of workers may not exceed 50% of the number of volunteers or 5% of the number of members.
Art. 21 – Dissolution and devolution of assets
Any dissolution of the association is decided only by the extraordinary assembly under Art. 13. In that case the residual assets are devolved, save any different destination imposed by law, to other third-sector entities under Article 9 of Legislative Decree 117/2017.
Art. 22 – Corporate books
The association must keep the following records:
- the members’ book;
- the book of meetings and resolutions of the Assembly;
- the book of meetings and resolutions of the Board of Directors.
Art. 23 – Final provisions
For anything not expressly provided by these articles, the provisions of the Civil Code and the applicable laws apply.
