Statute
Article 1 - Name and registered office
1 - Consists of the association called "AISPES" (International Association Study Chillies and Solanaceae), pursuant to art. 36 et seq. Civil Code.
The Association is domiciled at the residence of the President pro tempore of the Association
Article 2 - Scope
1 - The Association is non-political, non-religious and non-profit organization.
During the life of the Association can not be distributed, even in an indirect way, surplus, funds, reserves or capital.
2 - The purpose of the Association is to deepen and spread the knowledge of the chili pepper and other solanaceous plants, including through contacts between people, organizations and associations and collaborations with other organizations in any form similar Italian and international organizations.
3 - For the conduct of its activities, the Association relies mainly on the activities performed in a voluntary, free and open by its members;
can also use in cases of special need, performance of work or self-employment, including through its members.
The Association makes use of all appropriate means to the attainment of social goals and in particular the cooperation with the local authorities (including through the conclusion of appropriate agreements, in accordance with Law no. 266/1991) of participation in other associations, societies or organizations with similar aims or related to your own.
Article 3 - Duration
The duration of the Association is unlimited, can only be dissolved by a resolution of the Extraordinary Meeting of the members.
May also be considered dissolved when, deprived the Board of Directors pursuant to art. 14, paragraph 3, there has been carried to its renewal within the period of 6 months.
4 - Application for Admission
1 - Members are those who subscribe to the Association and participate in social activities.
It 'expressly excluded any time limit and operational associative relationship and the rights that flow from it.
2 - They can be members of the Association individuals who request them and they are equipped with an irreproachable moral conduct, civil.
3 - Those wishing to join the Association must submit an application on a special form.
4 - The application is assessed by the Board of Directors who can accept it or reject it with adequate
motivation.
In case of refusal and subsequent claim of the association request is subject to approval of the Shareholders at the first convocation useful.
The Assembly's decision is final.
5 - Not allowed members minors.
6 - The membership fee is determined by the Board of Directors and lasts one year. The membership fee can not be transferred to third parties.
Article 5 - Rights of members
1 - All members have the right to participate in shareholders' meetings and the right to vote.
2 - The member is entitled to occupy positions within the association in the strict observation of the requirements referred to in paragraph 2 of article 13.
3 - The active status of the right to attend the activities organized by the Board of Directors and registered office.
6 - Revocation of Membership
1 - Members shall cease to belong to the association in the following cases:
voluntary resignation
Delinquency lasted for more than two months after the expiry of the payment of the required fee.
Radiation approved by an absolute majority of the members of the Board of Directors, ruled against the member who commits actions deemed dishonorable within and outside the Association or by his conduct constitutes an obstacle to the smooth running of the association. A member expelled may appeal to the will of the shareholders, the first call useful. The Assembly's decision is final.
Dissolution of the Association pursuant to art. 25 of this Statute.
2 - Under no circumstances will be refunded the membership fee, either in part or in whole
7 - Corporate
1 - The governing corporate:
The General Meeting
the President
The Vice President
The Board of Directors, including the President, Vice President, Secretary and Directors
8 - Assembly
1 - The General Meeting is the highest decision-making body of the association and is convened in regular and special sessions. When duly convened and constituted, represents all of the members and the resolutions adopted by it lawfully binding on all members, even if not absent or dissenting.
2 - The Ordinary General Meeting shall be convened on the initiative of the Board of Directors or at the request of a majority of members in good standing with the payment of fees upon request.
The request of shareholders must be accompanied by a proposal of the agenda, in which case the request is necessary act by the Board of Directors.
The convening of the Extraordinary be called up by half plus one of the members of the Board of Directors or the President, may also be requested by the members for the sole purpose of dissolution of the Association as specified in art. 25.
3 - The Assembly is convened at the headquarters of the association or in another suitable place to ensure the maximum participation of the members.
4 - Meetings are chaired by the Chairman or Vice Chairman of the Board of Directors, or in the event of their absence or impediment, by a person lawfully intervened Assembly and elected by a majority of those present.
5 - The minutes shall be drawn up by the Secretary, in his absence, by one of the members present elected by a majority of those present.
6 - The President of the Assembly directs and regulates discussions and establishes and regulates the mode and order of voting.
7 - For each meeting you will have to draw up the minutes signed by the chairman and secretary of the same. Copy of the same should be made available to all members in the manner deemed most appropriate by the Governing Council to ensure the widest possible dissemination.
Article 9 - Rights of participation
1 - They can take part in the ordinary and extraordinary shareholders of the Association members in good standing with the payment of the annual fee and not subject to disciplinary action being performed.
2 - Each member is represented in the Assembly only himself. Proxies are not allowed.
3 - Notwithstanding the preceding paragraph, shall be allowed a proxy for each member of the Board of Directors.
Article 10 - Annual General Meeting
1 - The convening of the meeting must be called at least eight days in advance by posting the notice in the office of the Association and communication to members by mail, email, fax or telegram. The notice convening the Assembly shall indicate the date, place and time of the meeting and the list of subjects covered.
2 - The Assembly must be convened by the Board of Directors at least once a year within six months after the close of the fiscal year for approval of the economic and financial report and for the examination of the budget.
3 - up to the Assembly decide on the broad and general guidelines of the Association and on the approval of the social regulations for the appointment of officers of the Association and of all matters relating to the life and relationships of the Association who not fall within the jurisdiction of the Extraordinary and legitimately referred to him.
4 - The Board of Directors may convene an ordinary "virtual" through the use of e-mail, discussion forums or other tools designed for this purpose. This type of call is not allowed if the agenda is expected to be renewed charges
Article 11 - Extraordinary General Meeting
1 - The Extraordinary General Meeting shall be convened by the Board of Directors at least fifteen days before the meeting by posting the notice in the office of the Association and communication to members by mail, email, fax or telegram. The notice convening the Assembly shall indicate the date, place and time of the meeting and the list of subjects to be treated.
2 - The Extraordinary Shareholders 'Meeting on the following matters: approval and modification of laws, administrative measures, designation and substitution of elected bodies if the decay of the latter is liable to affect the operation and management of the Association, dissolution of' association and the method of settlement.
3 - The Board of Directors may convene an extraordinary "virtual" through the use of e-mail, discussion forums or other tools designed for this purpose. This type of call is not allowed if the agenda is provided for the replacement of elected bodies.
Article 12 - Validity Meeting
1 - The Ordinary Meeting is validly constituted on first call with the presence of the absolute majority of the members entitled to vote and shall be effective with a majority vote of those present. Each member is entitled to one vote.
2 - The Extraordinary Shareholders' Meeting on first call is valid when there are two thirds of the members entitled to vote and make decisions with the majority vote of those present. Each member is entitled to one vote.
3 - After spending at least an hour from the first call so that the Ordinary Shareholders' Extraordinary General Meeting will be validly constituted whatever the number of members present and resolutions with the favorable vote of the majority present.
Article 13 - Board of Directors
1 - The Board of Directors consists of a minimum of five and a maximum of nine members elected by the Assembly in its field appoints the President, Vice President and Secretary to act as treasurer. All directorships are free of charge. The Council holds office for three years and its members may be reelected.
2 - They can hold office only social members:
are in compliance with the payment of membership fees;
are members of at least 2 years;
do not occupy directorships within other associations for the same or similar corporate purpose.
3 - The Board of Directors shall be validly constituted even in a "virtual" through the use of e-mail, discussion forums or other tools designed for this purpose, with the presence of a majority of directors in office and shall be effective with the favorable vote of majority of those present even by proxy.
4 - In case of a tie vote, the resolution will be proposed to the attention of the shareholders by ordinary shareholders with voting procedures defined in art. 12.
5 - The deliberations of the Council for their validity must be a report signed by the person who chaired the meeting and by the Secretary. The report must be made available to all members in the manner deemed most appropriate by the Board of Directors to ensure the widest possible dissemination.
6 - The Governing Council shall secure the cooperation of its members for the management of any regional sections which actions must be approved in advance by the Governing Council.
7 - The Governing Council shall appoint and secure the cooperation between members, representatives of special tasks: these appointments will be proposed for approval by the shareholders ordinary meeting.
The above tasks are described in greater detail below:
- Responsible for new crop varieties and hybrids;
- Referrals for cultivation, study and research Wild species;
- Responsible web
- Responsible for medical and scientific
- Ambassador (public relations).
8 - Each member of the board of directors or shareholder collaborator AWOL for more than two months from the activities of the association shall be deemed to have resigned and replaced by his title of director candidates voting members at the first ordinary shareholders' meeting.
9 - For decisions regarding the use of funds of the Association in an amount that exceeds 1,000,00 Euro (one thousand Euro / zero cents), not included in the budget, the board will propose the resolution for approval of the shareholders by ordinary and vote in the manner mentioned above.
10 - The Board of Directors may appoint honorary members, who will be given the opportunity to receive seeds of hybrids under study and stabilization in the manner and under the conditions decided by the Board.
Article 14 - Resignation
1 - If for any reason during the financial year were absent one or more directors (but not more than half the members of the Board), the rest of the board shall provide for the integration with the takeover of the first candidate in order to vote , to serve as non-elected. If there are no candidates with these characteristics, the Board will continue lacking its components until the first shareholders' meeting, where there will be the votes to substitute the missing who will remain in office until the expiration of the directors replaced.
2 - In case of resignation or incapacity of the Chairman of the Board of Directors to carry out its tasks, its functions will be performed by the Vice President until the appointment of the new President to take place at the next shareholders' meeting later.
3 - The Board of Directors shall be deemed expired and is no longer in office if he resigns or for any other reason to lose the majority of its members. Upon the occurrence of such event shall be convened immediately and without delay the Extraordinary General Meeting for the appointment of the new Board of Directors. Until its new constitution and limited to urgent business administration and management Ordinary Association, the functions will be performed by the Board of Directors lapsed.
Article 15 - Convening of Directors
1 - The Board of Directors shall meet whenever the Chairman deems necessary, or if it is requested by at least half of the directors, without formalities by electronic mail, telephone or computer tools for this purpose.
2 - The Board of Directors may, by mutual agreement of the directors, may meet "virtually" using e-mail or other computer tools for this purpose.
Article 16 - Duties of the Board of Directors
1 - The duties of the Board of Directors:
a) decide upon applications for admission of members;
b) drawing up the budget and the balance sheet to be submitted to;
c) establishing the dates of ordinary meetings of shareholders be held at least once a year and to convene the Extraordinary General Meeting;
d) draw up any internal regulations related to social to be approved by the members;
e) adopt measures radiation to shareholders if they become necessary;
f) implement the objectives contained in the Statute and the implementation of decisions of the shareholders;
g) Manage the ordinary and extraordinary administration of the Association;
h) Establish, whenever deemed necessary (and in any case not less than 3/anno) reports of the work and activities of the association, the reports will be published in a special section on the website of the Association and sent to members via e-electronics.
Article 17 - The President
1 - The President, as delegated by the Board of Directors, the Association manages and controls its operation in the respect of other corporate bodies. It 's the legal representative for any eventuality
18 - The Vice-President
1 - The Vice-President shall replace the President in case of absence or temporary impediment and in those tasks in which it is expressly delegated
19 - The Secretary
1 - The Secretary gives performances in the deliberations of the President and Board of Directors, shall keep the minutes of meetings, attend to correspondence and as treasurer looks after the administration of the Association and is responsible for the bookkeeping and receipts and payments to be made prior mandate of the Board of Directors.
20 - The statement of cash
1 - The Board of Directors draws up the budget and final approval by the shareholders' meeting. The balance sheet shall inform about the overall economic / financial association.
2 - The budget must be clearly stated and must represent a true and fair view of the financial and economic / financial association, in accordance with the principle of transparency towards the members.
3 - With the convening of the ordinary that shows on the agenda the approval of the budget, must be made to all members, a copy of the financial statements.
21 - Fiscal Year
1 - The fiscal year and the financial year beginning January 1 and ending December 31 of each year.
Article 22 - Capital
1 - The funds consist of the fees determined annually by the Board of Directors, the contributions of organizations and associations, bequests and donations, income from activities organized by the Association.
Article 23 - Sections
1 - The Assembly, in session, may be sections in the places that it deems appropriate in order to better achieve the social goals
Article 24 - Arbitration clause
1 - All disputes arising between the association and its members and between such shareholders will be donated to the exclusive jurisdiction of an arbitrator chosen jointly by the parties to the dispute. The part that will bring the matter to the arbitrtor must notify the other by registered letter to be sent within the deadline of 20 days from the date of the event originating from the date of the dispute or where the party who claims to have suffered the damage it comes to its attention. If you can not reach agreement, each party to the dispute shall appoint its arbitrator within thirty days of receipt of a proper invitation, speditogli by the other party by registered mail return receipt requested. After expiry of that period, the other party shall have the right to ask for this appointment to the President of the competent court according to the head office. The two arbitrators appointed as above will provide then the choice of the third arbitrator, in case of disagreement, the appointment of the latter will provide the President of the Court competent under the office of the Association at the request of either party. In any case, each of the arbitrators will have to accept the appointment within ten days of the appointment, if this does not happen he will be considered to have forfeited and will re-appointment. Unless otherwise stated in writing, the arbitrator shall issue the award within ninety days after acceptance of appointment by the last arbitrator, once the period unless the action has been decided upon, the contending parties will be free to apply to the court. The college will judge according to equity, without the formality of procedures with final judgment, the parties henceforth declare to accept and make their own, also deciding on the expenditure.
Article 25 - Dissolution
1 - The dissolution of the Association shall be decided by the general meeting of shareholders convened in extraordinary session. The Extraordinary Shareholders' Meeting is quorate if present 4/5 of the members in the first call and 3/4 on second call. The dissolution is approved by the affirmative vote in both the first and second call at least 2/3 of members expressing only personal vote, excluding proxies. The request by the extraordinary general meeting of shareholders having as its object the dissolution of the association must be submitted at least 4/5 of the members entitled to vote, excluding proxies.
2 - The Assembly, at the time of dissolution of the association, will deliberate on the allocation of any surplus assets of the association.
3 - The destination of the remaining assets will be in favor of other body pursuing similar aims and similar, except otherwise required by law.
Article 26 - Reference provision
1 - Although not specifically provided for in this Statute shall apply the provisions of the Civil Code