Art. 1 The voluntary association called "SMILE AFRICA" is constituted. It is regulated by articles 14 to 35 of the first book of the civil code, by law n. 266/1991 "Framework Law on Volunteering" and by this statute.
Art. 2 The Association is non-profit organization and proposes to:
a) supporting the integration and enhancement of people in a state of social hardship (eg disabled people, elderly people), through the definition and implementation of aid projects;
b) provide, in favor of people in situations of social hardship, through the direct support of volunteers, simple personal services, also encouraging the direct participation of families within the local / regional / national territory;
c) carry out activities involving the purchase or collection of assets to be distributed to people in need or to support aid projects initiated by the association, or in support of other voluntary associations, in the local / regional area / national or in developing foreign countries;
d) planning, organizing and monitoring social solidarity activities in order to promote the improvement of the living conditions of beneficiaries;
e) raise funds through the organization of events and events of various kinds to be allocated to projects of social solidarity towards disabled people, people in distress, the elderly, etc., initiated in local / regional / national or in countries developing;
f) collaborate with other organizations, public bodies, private individuals, non-profit associations for the continuation of the goals and objectives set forth in this statute;
g) the exclusive pursuit of social solidarity purposes.
Art. 3 The Association has its legal and operative headquarters in Italy in Rovigo, Via Luigi Einaudi, 69.
Art. 4 The Association draws the economic resources for the functioning and the conduct of its activities from contributions of members, contributions from the State, public bodies or institutions, aimed exclusively at supporting specific activities or projects, contributions from international organizations, donations and testamentary bequests, reimbursements deriving from conventions, revenues deriving from marginal commercial and productive activities.
Article 5 Members of the Association, in addition to the founding members, are persons whose application for admission has been accepted by the Board of Directors and who, upon admission, pay the membership fee allocated to the Association's Fund. Members will have the right to attend the association's social premises for the activities of the association. Among the members there is a uniform discipline of the associative relationship and of the associative modalities. Membership status is lost due to death, resignation and arrears; the arrearage will be ratified by the Board of Directors which will take note of the resignation. Only natural persons can be members, all members can exercise the right to active and passive electorate and all members must lend their work for free.
Art. 6 They are organs of the association:
1) The Assembly;
2) The Board of Directors;
3) The President and the Vice-Presidents;
4) The Board of Auditors;
The associative offices are held free of charge
Art. 7 The Association is governed by a Board of Directors composed of a minimum of 3 and a maximum of 7 members elected by the shareholders' meeting for a period of three years. The number of members of the Board of Directors must be odd, in case of resignation or death the councilor is replaced with the first of the non-elected. The Board appoints the President, one or more Vice-Presidents and the Secretary, the Treasurer, in whose ward has not made the assembly. No compensation is due for the corporate offices. The board meets whenever the Chairman deems it necessary or that it is requested by at least two of its members and in any case at least once a year to deliberate on the final balance sheet and the amount of the social quota. validity of the resolutions requires the effective presence of the majority of the members of the board and the favorable vote of the majority of those present. The Board of Directors is chaired by the President, in his absence by the eldest Vice President. In the event that the board is composed of only three members, it is validly constituted in the presence of everyone. The minutes of the meetings of the Board of Directors will be drawn up in a special book, which will be signed by the Chairman and the Secretary. The Board of Directors is invested with the widest powers for the ordinary and extraordinary management of the Association, without limitations. It also proceeds with the preparation of the financial statements and their presentation to the meeting. The President of the Board of Directors legally represents the association vis-à-vis third parties and in judgment and the execution of the deliberations of the shareholders' meeting. The term of the board is three years and the maximum number of mandates is 3.
Art. 8 The Assembly, duly constituted, represents the universality of the members and its resolutions, taken in compliance with the law and the present Statute, commit all the members, even if not intervening or dissenting. Members are called to the assembly by the board at least once a year, by written summons also through e-mail containing the agenda, addressed to each member, to be sent at least fifteen days before the date set for the meeting. The Shareholders' Meeting may also be called outside the registered office, provided they are in Italy. The assembly decides on the membership fee of the new members to be allocated to the Fund of the Association, on the budget, on the guidelines and general guidelines of the Association, on the appointment of the Board of Directors and other bodies, on the amendments to the deed of incorporation and bylaws, and on anything else entrusted to it by law or by the Bylaws. They have the right to attend the meeting and to vote for all members in order to pay the fee. Each member has the right to one vote: only senior members have the right to vote for the approval and amendments to the bylaws and regulations for the appointment of the governing bodies of the association and may hold corporate positions. Members can be represented by other members. The assembly is chaired by the president of the Board of Directors or, in case of his absence, by the senior vice president or in case of impediment of the vice presidents, by any member appointed by the assembly. The president of the Assembly appoints a Secretary. The ordinary meeting is regularly constituted on first call if the majority of the members with voting rights are present, in second call to be held on the same day, regardless of the number of those present in person or by proxy. The resolutions of the ordinary assembly are taken by a majority of those present. The maximum number of delegations is 2.
Art. 9 The auditors are appointed by the Shareholders' Meeting, which also appoints the Chairman of the Board, three in number and remain in office for three years. They may be re-elected and may only be chosen from among the members of the Shareholders' Meeting regarding their competence. The auditors 'board is solely responsible for checking the accounts and the final balance prepared by the Board of Directors, for the purpose they are required to carry out a single audit and prepare the report on the final balance sheet for the Shareholders' Meeting. The assignment is free. The assembly is extraordinary to change the statute and to dissolve the association; the extraordinary shareholders' meeting approves any amendments to the bylaws with the presence of half plus one and with a deliberate decision by a majority of those present; dissolves the association and donates its assets with a favorable vote of ¾ of the members.
Art. 10 The financial year ends on December 31 of each year. Within 120 days from the end of each year the Final Budget will be prepared by the Board of Directors (Balance Sheet and Management Report), to be submitted to the approval of the Shareholders' Meeting. The management surpluses, may be destined either to the Fund of the Association or deferred to the following year to be used for the purposes pursued. It is forbidden to distribute, even indirectly, profits or operating surpluses as well as funds, reserves or capital, during the life of the association, as well as the obligation to reinvest any management surplus in favor of statutory activities envisaged.
Art. 11 Any dispute, susceptible to arbitration clause, that should arise between the members or between some of them and the association, about the interpretation or the execution of the association contract and of the present Statute, will be put to the trial of three friendly referees composers, two of whom are to be nominated by each of the contending parties and the third by the two arbitrators so elected or, in case of disagreement, by the President of the Court of Rovigo.
Art. 12 The dissolution of the Association is deliberated by the assembly, which will provide for the appointment of one or more liquidators and will decide on the devolution of the eventual patrimony to other voluntary organizations.
Art. 13 For matters not covered by the present Statute, reference is made to the special provisions and those of chapter II and III of Title II of Book I of the Civil Code.
Rovigo there 10 December 2012