Statute UCM Italy

Statute

E.T.S.

Social promotion Association

U.C.M. Italy

 

Constitution – denomination – headquarters – duration

Art. 1. It is constituted, in the minimum number of members provided for by law, 7 (seven), with headquarters in Foggia, as the third sector body, an association called “Association of social promotion U.C.M. Italy “, in short” A.P.S. U.C.M. Italy “in accordance with the dictation of art. 35 of Legislative Decree 117/2017. The Association will also include the acronym ETS in the denomination with the registration in the Single National Register of the Third Sector ( RUNTS), when instituted.

The transfer of the registered office within the same municipality can take place by resolution of the Board of Directors, as well as the openings of other operating offices on the national and foreign territory. The transfer of the registered office to another city must be ordered by resolution of the assembly of modification of the Statute.

The duration of the association is indefinitely.

 

Art. 2. The association “A.P.S. U.C.M. Italy “, later on the call for Brevity Association, is inspired by the principles of democracy and gratuity, has no profit and pursues only civic, solidarity and social utility purposes.

 

Purpose and activities

Art. 3. The Association operates for the prosecution, without profit, civic, solidarity and social utility purposes, mainly carrying out in favor of their associates, their families or third parties the following activities of general interest of to which art. 5 of the third sector code:

• Education, education and professional training in the food sector, pursuant to the law of 28 March 2003, n. 53, and subsequent amendments, as well as cultural activities of social interest with educational purposes;
• Collaborations with foreign countries for training in the restaurant and hotel and courses consultancy/training sector at universities and public schools in European countries and not Made in Italy productions.
• Interventions and services aimed at safeguarding and improving the conditions of Italian cuisine to be represented in all its facets on the national and foreign territory with aware and rational use of natural resources, and of PGI and D.O.P. brand products
• Interventions for the protection and enhancement of the food and wine, cultural and landscape heritage, pursuant to Legislative Decree 22 January 2004, n. 42, and subsequent amendments;
• Organization and management of teaching activities for food and wine and cultural catering, editorial activities, promotion and dissemination of food and wine culture and the practice of volunteering and the activities of general interest referred to in this article;
• Organization and management of tourist activities of social, cultural or religious interest aimed at promoting and teaching Italian food and wine.

 

Art. 4. The Association realizes its purposes with the following activities:

• Organize and coordinate study and research groups on gastronomy and culture of wine understood as arts and expressions of the Italian territory and in its relationships with other global and local cultures;
• Promote and organize education, study, research and proposal activities on national and international legislation, especially in relation to the promotion of Italian food and wine with study courses for these aims;
• prepare and manage documentation centers, libraries, archives at the service of members and the community of Italians in the world; Organize seminars, conferences, exhibitions, round tables, training courses on Italian gastronomic culture and Italians in the world;
• Promote and edit bulletins, magazines, didactic and popular material, paper and multimedia, and any other text and tool having the purpose of deepening and disseminating Italian eating and drinking;
• also organize in collaboration with other entities, both public and private, of the activities related to the purposes of the Association;
• Promote school education courses with these purposes, both in Italy and abroad and develop with schools and institutes of education that pursue the same purposes as the forms of collaboration association.
• Enhance the associative remains (pastai, pizza chefs, pastry chefs, restaurateurs, winemakers, sommeliers of water, wine and oil etc.) present in the territory and encourage the aggregation of public and private subjects operating in the sectors falling between their purposes or to these Similar or similar.
• protect and enhance the historical, artistic, environmental and natural heritage as well as local traditions;
• contribute to the affirmation of the principles of popular solidarity in the civil and social development projects of the community;
• Promote the protection of the environment, with a greater use of products deriving from organic farming.

 

Art. 5. For the carrying out of the aforementioned activities, the Association uses mainly of the voluntary activity of its associates or of the people participating in the associated entities.

For the pursuit of its purposes, the Association will also be able to adhere to other bodies, including the associative networks, of which it shares purposes and methods, as well as collaborate with public and private bodies in order to achieve the statutory purposes.

 

Art. 6. Pursuant to art. 6 of Legislative Decree 117/2017, the Association will also be able to carry out different activities compared to those of general interest, secondary and instrumental compared to the latter, according to criteria and limits defined with a specific ministerial decree.

The identification of these activities will be made by the Board of Directors with a specific resolution.

 

Members

Art. 7. All those who request it can become members of the Association, share their purposes and intend to commit themselves to their realization.

Other third sector or non -profit entities can be admitted as associates, provided that their number is not exceeding fifty percent of the number of participating social promotion associations.

The maintenance of the qualification of a shareholder is subject to the payment of the annual membership fee in the terms prescribed by the Board of Directors.

 

Art. 8. The application for admission to a member must be submitted to the Board of Directors. The Council will decide on the acceptance or rejection of the admission of the aspiring. The membership of the shareholder is noted in the members’ book.

 

Art. 9. The rejection of the registration application must be communicated in writing to the interested party specifying the reasons within 60 days. In this case, the aspiring member within 60 days has the right to appeal to the assembly which will examine the request during its first meeting.

Rights and duties of members

Art. 10. Members have the right to be informed about all the activities and initiatives of the Association, by any means made available to new technologies, and the duty to social participation, or to participate with the right to vote in the Assemblies, to be elected to social offices and to carry out the commonly agreed activities.

Each shareholder has the right to examine social books upon request to formulate the president and to escape within 15 days.

They also have the right to withdraw, with a written notice of at least 8 days, from belonging to the Association.

Participation rights are not transferable. The membership fee and any other sum paid is not refundable, revaluable and transmissible.

The shareholders have the obligation to comply and enforce the rules of the statute and any regulations.

Members who have ceased to belong to the association have no right to the heritage of the same.

 

Loss of the quality of shareholder

Art. 11. The quality of partner is lost:

1. a) for death;
2. b) for arrears in the payment of the membership fee;
3. c) upon presentation of written resignation, this withdrawal will have immediate start. The obligation to pay the social share for the current year remains firm;
4. d) by exclusion.

They lose the quality of shareholder by exclusion those who make themselves guilty of acts of indiscipline and/or repeated incorrect behaviors which constitute violation of statutory rules and/or internal regulations; Or that without adequate reason they put themselves in a condition of prolonged inactivity.

The loss of the quality of shareholder is deliberated by the Board of Directors. Against the exclusion measure referred to in letter d), the excluded shareholder has 60 days of time to appeal to the assembly which will have to deliberate no later than 60 days from the appeal itself.

 

Volunteers

Art. 12. The associates who adhere to the Association, for free choice and in a personal way, spontaneous, free, non -profit activities, not even indirect, and exclusively for solidarity purposes are volunteers.

The volunteer’s activity cannot be paid in any way even by the beneficiary.

The volunteer can only be reimbursed by the Association the expenses actually incurred and documented for the activity provided, within maximum limits and under the conditions previously established by the Association. Faksmiths reimbursements are allowed, provided they are certified with regular declaration.

Pursuant to art. 17 paragraph 4 of Legislative Decree no. 117/17 The expenses incurred by the volunteer can also be reimbursed in the face of a self -certification made pursuant to art. 46 of the Presidential Decree n.445/2000, provided that they do not exceed the amount provided for by the law (currently 10 euros daily and 150 euros per month), subject to resolution of the Board of Directors that establishes the types of expenses and voluntary activities for which this mode of reimbursement.

The quality of volunteer is incompatible with any form of subordinate or autonomous employment relationship and with any other paid employment relationship with the body of which the volunteer is a member or associated or through which he carries out his voluntary activity.

The associate is not considered voluntary who occasionally assisted the corporate bodies in carrying out their functions.

Members who provide voluntary activities, pursuant to art. 18, paragraph 1, of Legislative Decree no. 117/2017, are insured against accidents and diseases, connected to the performance of the activity itself, as well as for civil liability towards third parties.

 

Supporters

Art. 13. All people who, sharing their ideals, can also be recognized as supporters (non -members), give their free and voluntary economic contribution. The supporters do not have the right to vote, do not have the right of active and passive electorate but have the right to be informed of the initiatives that come from time to time undertaken by the Association.

 

Workers

Art. 14. The Association can hire employees or make use of self -employment or other work, even of its associates, provided they are not voluntary, where necessary for the purpose of carrying out the general interest activities referred to in art. 3 of this Statute and to the pursuit of their purposes.

 

Corporate bodies and elective offices

Art. 15. They are the bodies of the Association:

1. a) the shareholders’ meeting;
2. b) the Board of Directors;

All social offices are elective.

 

The Assembly

Art. 16. The Shareholders’ Meeting is a sovereign body and is made up of all members and each associate has the right to one vote

if registered in the book of associates for at least three months.

The Assembly is normally chaired by the President who convenes it:

• At least once a year;
• within four months from the closure of the financial year, for the approval of the budget;
• whenever the Board of Directors deems it necessary;
• When the request motivated by at least one tenth of the associates is made.

To convene the Assembly, the Board of Directors meets in the session, deliberates the day and time of the first call and the day and time of the second call.

 

Art. 17. The Assembly is convened at least 10 days before the day foreseen through the use, of all technological means that guarantee the certainty of the reception of the convocation.

The notice of convocation must contain the day, the hour and seat of the convocation, the agenda with the points subject to the hearing. All the members are summoned to the assembly.

 

Art. 18. The Assembly has the following tasks:

• discusses and approves the budget;
• approves the social budget when required by law;
• defines the annual general program of activity;
• proceeds to the election and revocation of the councilors, previously determining the number of members;
• possibly proceeds to the election and revocation of the components of the control body, previously determining the number of components;
• appoints and revokes, when foreseen, the person in charge of the legal review of the accounts;
• discusses and approves the possible regulation of the assembly works and any other possible regulations prepared by the Board of Directors for the functioning of the Association;
• appoints the members of the college of guarantees (if possibly it should be established);
• deliberates on the responsibilities of the members of the corporate bodies and promotes liability action against them;
• ratifies the resolutions of the Board of Directors on the loss of the quality of shareholder in cases a), b) and c) pursuant to art. 11;
• resolution on the appeal of the Associate against the exclusion provision deliberated by the Board of Directors;
• Resolution on the changes of the Statute;
• deliberates the dissolution, transformation, merger or splitting of the association;
• discusses and decides on all the topics on the agenda;
• deliberates on any other object attributed by law, by the articles of association or from the statute to its competence.

 

Art. 19. The assembly is validly constituted with the presence of at least half of the associates, present on its own or by delegation; While the resolution taken by whatever the number of attendees is valid on second call. Each member can be a lar of a maximum number of three proxies.

The intervention to the Assembly by means of telecommunication or the expression of the vote by correspondence or electronically is possible, provided it is possible to verify the identity of the member who participates and votes.

The resolutions of the assembly are taken by a majority of the votes.

 

Art. 20. For statutory changes, the Assembly deliberates in the presence of at least three quarters of the associates and with the favorable vote of the majority of those present.

For the dissolution of the Association and debt of the heritage, the Assembly deliberates with the favorable vote of at least three quarters of the associates.

 

Art. 21. In the resolutions to approve the budget and in those concerning their responsibility, the members of the Board of Directors have no vote. For the voting, we proceed normally by raise of hand. For the election of social offices, we proceed by means of the secret ballot on the card.

The resolutions are immediately executive and must be together with the synthesis of the debate as a special report drawn up by the Secretary of the Assembly and signed by the President and the Secretary itself.

 

Board of Directors

Art. 22. The Board of Directors is made up of a minimum of 3 to a maximum of 9 members, elected by the Assembly, except for the first administrators who are appointed by the articles of association. It lasts in office for four years and its components are re -elected.

The majority of administrators is chosen from the associated natural persons or indicated by the associated legal bodies.

He cannot be elected councilor, and if elected he lapses from his office, the interdict, the incapacitated, the bankrupt, or those who have been sentenced to a sentence that matters the interdiction, even temporary, by public offices or the inability to exercise executive offices.

The councilors within 30 days of the news of their election must request the registration in the national register of the third sector, when set up, indicating the name, surname, place and date of birth, domicile and citizenship for each of them , as well as which of them the representation of the institution is attributed, specifying whether disjunctly or jointly; The power of representation attributed to the administrators is general and any limitations are not opposable to third parties if they are not registered in the Single National Register of the Third Sector.

 

Art. 23. The Board of Directors is convened by the President every time there is a matter to be deliberated on, when requested by at least one third of the directors.

The call is made by means of a notice posted in the registered office at least 5 days before the meeting or with other technological means that guarantee the certainty of the reception of the convocation.

In cases of urgency, the Board of Directors can also be convened for the telephone routes, with only 24 hours of notice.

The meetings are valid when the majority of the directors intervene.

The resolutions are taken by majority of those present.

 

Art. 24. The Board of Directors is invested with the largest powers for the management of the Association; It puts in place any executive act necessary for the realization of the activity program that is not reserved by law or by statute to the competence of the shareholders’ meeting.

In particular:

• elects the president among its components;
• elects the vice president among its members;
• elects the treasurer and the secretary; The secretary can also hold the position of treasurer and vice versa;
• implements all deeds of ordinary and extraordinary administration;
• takes care of the execution of the resolution of the Assembly;
• prepares and proposes the annual activity program to the assembly;
• identifies the activities other than those of general interest expected by the Association;
• prepares the financial statements annually and presents it to the assembly for discussion and its approval;
• prepares annually, if required by law, the social budget and presents it to the assembly for discussion and its approval;
• gives general and special prosecutors;
• It takes on and fires any working loans setting duties, qualifications and wages;
• proposes to the assembly the regulations for the functioning of the Association and the corporate bodies;
• receives, accepts or rejects the applications for membership of new members;
• ratifies and rejects the emergency measures adopted by the President;
• Resolution regarding the loss of shareholder status.

 

Art. 25. In case one or more councilors are lacking irreversiblely, the Board of Directors provides for the subrogation by drawing on the ranking of the non -elected. When this was exhausted, or non -existent, supplementary elections index for members to be replaced. In any case, the new councilors expire with those who are in office at the time of their appointment. If councilors are missing in number of more than half, the president must convene the assembly for new elections.

 

President

Art. 26. The President is the legal representative of the Association and has the use of the social signature. He lasts in office as much as the Board of Directors. He is authorized to collect payments of all nature and in any capacity and to issue receipt.

He can delegate part of his powers of him to other councilors or members with general or special prosecutor. In case of absence or impediment, his duties are exercised by the Vicar Vice President.

In cases of objective necessity he can adopt urgent measures by submitting them to the ratification of the Board of Directors. If the Board of Directors, for founded reasons, does not ratify these measures, the president personally responds.

 

The treasurer

Art. 27. The treasurer is entitled to keep and update the accounting books and to prepare the budget on the basis of the determinations taken by the Council.

The treasurer can be given power to operate with banks and post offices, including the right to open or extinct current accounts, sign for tranza checks, carry out withdrawals, turn checks for the collection and in any case perform every and any operation concerning the tasks entrusted to him by the statutory organs. He has been free and separated from the Prime Minister for amounts whose maximum limit is defined by the Board of Directors.

 

The Secretary

Art. 28. The secretary is responsible for drawing up and keeping the minutes of the council and assembly sessions updated that he transcribed on the appropriate books entrusted to his custody together with the members’ book.

 

The control body

Art. 29. If the revenues of the Association exceed the limits indicated by article 30 of Legislative Decree 117/2017, the Assembly elects a control body, including monochrome.

Article 2399 of the civil code applies to the components of the control body. The components of the control body must be chosen from the categories of subjects referred to in article 2397, second paragraph, of the civil code. In the case of a collegiate control body, the aforementioned requirements must be possessed by at least one of the components.

The control body supervises compliance with the law and the statute and compliance with the principles of correct administration, also with reference to the provisions of the legislative decree 8 June 2001, n. 231, if applicable, as well as on the adequacy of the organizational, administrative and accounting structure and its concrete functioning.

The control body also exerts monitoring tasks of compliance with civic, solidarity and social utility purposes and certifies that the social budget has been drawn up in accordance with the guidelines referred to in article 14 of the third sector code. The social budget acknowledges the results of the monitoring carried out by the control body.

The components of the control body can at any time proceed, even individually, to acts of inspection and control, and for this purpose, they can ask the administrators news on the progress of social operations or on certain business.

The control body can also exercise, when exceeding the limits referred to in art. 31, paragraph 1, of Legislative Decree 117/2017, the legal review of the accounts. In this case, the body is made up of legal auditors registered in the appropriate register.

In addition, the shareholders’ meeting elects the control body if it deems it appropriate due to the complexity of the activities organized or due to the relevance of public contributions to be managed.

 

Legal auditor of the accounts

Art. 30. If the control body does not exert accounting control and if the requirements of art. 31 Legislative Decree 117/2017, the Association must appoint a legal auditor of the accounts or a legal revision company registered in the appropriate register.

Upon the occurrence of the legal conditions, the assembly reserves the right to establish the monochrome or collegial character of the organ and the number of components.

In any case, the shareholders’ meeting can elect the auditor, if it deems it appropriate due to the complexity of the activities organized or due to the relevance of public contributions to be managed.

 

Board of Guarantors

Art. 31. The assembly elects the college of guarantees composed of three members who perform their assignment for free.

The members of the college last four years from their appointment.

The College has the task of resolving the disputes between individual members and between shareholders and association. The College deliberates with a clear scrutiny after the contradictory hearing between the parties. The resolutions of the college are written and motivated.

 

Assets, social exercise and financial statements

Art. 32. The social exercises open on 01 January and close on 31 December of each year and with the closure of the year the financial statements will be formed which must be presented to the Assembly for approval

 

Art. 33. The revenues of the Association are made up of:

1. a) membership fees of the members;
2. b) contributions from private individuals, state, entities, international bodies, public institutions aimed at supporting specific and documented activities or projects;
3. c) donations and testamentary bequests;
4. d) reimbursements deriving from conventions;
5. e) property annuities;
6. f) fundraising activities;
7. g) income deriving from any commercial and productive activities (within the limits established by the legislation);
8. h) any other entry deriving from different activities referred to in art. 6 of Legislative Decree n.117/17 and S.M.I., however secondary and instrumental compared to those of general interest referred to in art. 3 of this Statute which in any capacity reaches the Association.

The Board of Directors documents the secondary and instrumental character of different activities compared to those of general interest, depending on the case, in the mission report or in a annotation at the bottom of the box report or in the noteworthy notes to the budget.

 

Art. 34. The social heritage is made up of:

1. a) real estate and furniture;
2. b) actions, bonds and other public and private qualifications;
3. c) donations, bequests or successions;
4. d) other provisions and patrimonial availability.

 

Art. 35. The social heritage must be used, according to the laws in force, in the most appropriate way for the achievement of the purposes of the Association.

Social quotas are intraspherible. In the event of resignation, exclusion or death of a shareholder, its social share remains owned by the Association.

The distribution, even indirect, of profits and surpluses of management, funds and reserves, in any case called to founders, associates, workers and collaborators, administrators and other members of the corporate bodies, is prohibited, even in the case of withdrawal or any other hypothesis of individual dissolution of the associative relationship.

 

Social books

Art. 36. The Association must keep the following social books:

1. a) book of associates;
2. b) register of volunteers;
3. c) book of meetings and deliberations of the Assemblies, of the Board of Directors and possibly of other bodies, in which the minutes drawn up by public act must also be transcribed;

 

 

 

Advertising and transparency

Art. 37. The Board of Directors ensures the substantial advertising and transparency of the documents relating to the activity of the Association, with particular reference to the financial statements or annual reports and mandatory social books, namely the members’ book, the Book of meetings and resolutions of the Shareholders’ Meeting, of the Board of Directors and, if elected, of the control body.

These social documents must be made available to members for consultation even if they are kept in professionals whose association makes use of.

Requests for the documentation are addressed to the President of the Association.

Social and social information budget

 

Art. 38. If revenues, annuities, income or entrances are in any case called, are higher than the limit provided for the law (currently 100 thousand euros per year), the association will have to publish annually and keep up to date on its website or on the website of the membership network which possibly adheres (co. 2, art. 14 Legislative Decree 117/2017) any emoluments, fees or fees to any title attributed to the members of the control bodies and managers.

 

Dissolution of the Association and devolution of assets

Art. 39. The dissolution of the Association is decided by the Assembly in the methods and the plans and the provisions of art. 20, paragraph 2 of the Statute.

In the event of extinction or dissolution, the assets of the Association cannot be divided among the shareholders but, on the proposal of the Board of Directors approved by the Assembly, will be entirely donated, upon positive opinion of the regional office of the Single National Register of the Third Sector and Save Different destination imposed by law to other Third Sector Bodies or, in the absence, to the Italian Social Foundation.

In no case can assets, useful and reservations be distributed to the shareholders.

The Assembly appoints one or more liquidators preferably chosen from its associates.

The Association is therefore required to submit the request for opinion with registered letter with return receipt to the aforementioned office or according to the provisions of the legislative decree 7 March 2005, n. 82.

 

Final norm

Art. 40. All the obligations related to the registration in the National Single Register of the Third Sector, which are incompatible with the current discipline, find application to the operation of the RUNTS itself.

Although not provided for in this Statute, reference is made to the current legislative provisions on the matter, with particular reference to the civil code, to Legislative Decree 117/2017 and their any varia