Statute

Art. 1 (Name, registered office and duration)

1. Pursuant to Legislative Decree no. 117 of 3 July 2017 (hereinafter the “Third Sector Code”) and, insofar as compatible, the Italian Civil Code and its implementing provisions, the persons present hereby establish an association named: <“Vita Indipendente Associazione ONLUS”>, [“Associazione Vita Indipendente ETS della Toscana”], hereinafter the “Association”, with its registered office in the Municipality of Scandicci (Florence), via Pisana 36/B, and with unlimited duration.

Art. 2 (Purpose, aims and activities)

<1. The Association is a social utility organisation and may operate exclusively in the fields of social and social-health assistance, education and training for disadvantaged persons, whether members or not, or for persons providing the personal assistance requested by them. It exclusively pursues social solidarity purposes, is non-profit-making and falls within the scope of Legislative Decree no. 460/1997. The Association may not carry out activities other than those mentioned in this article, except for activities directly connected with them.>

[1. The Association is non-profit-making and pursues civic, solidarity and social utility purposes by carrying out, exclusively or mainly, one or more of the following activities of general interest, through voluntary action or the free provision of money, goods or services: a) social interventions and services pursuant to Article 1, paragraphs 1 and 2, of Law no. 328 of 8 November 2000, as subsequently amended, and the interventions, services and benefits referred to in Law no. 104 of 5 February 1992, as subsequently amended; b) education, instruction and vocational training pursuant to Law no. 53 of 28 March 2003, as subsequently amended, as well as cultural activities of social interest having an educational purpose.]

2. More specifically, the Association’s aims are: a) to foster the conditions that allow disabled members to live with the same freedom enjoyed by non-disabled people; b) through its services, to make personal assistance effective as the key to genuinely independent living for disabled people who request it; c) to provide advice that enables disabled members to see themselves as genuinely capable of independent living; d) to involve disabled members directly and continuously in launching every initiative capable of guaranteeing their right to an independent and self-determined life; e) to provide personal assistants with guidance that enables them to understand their role fully.

3. These aims are also pursued through members’ choice of personal assistants.

4. In order to achieve these aims, the Association may also use paid services provided by its members.

5. With regard to the means used to achieve its aims: a) decisions concerning the means through which the rights referred to in paragraph 3 above are realised—personal support, external services, education and employment, technical aids and so on—shall respect the wishes of the disabled person for whom they are intended and be based on that person’s actual needs, as these are essential requirements for living freely; b) initiatives shall seek to promote disabled people’s full self-determination and the achievement of equal opportunities; c) these initiatives shall be conducted mainly by disabled people who have already acquired the skills needed to manage their physical and social environment, including through appropriate training.

[6. Pursuant to Article 6 of the Third Sector Code, the Association may carry out activities other than those of general interest, provided that they are secondary and instrumental to the latter, in accordance with the criteria and limits established by a specific ministerial decree.]

[7. Pursuant to Article 7 of the Third Sector Code, the Association may also conduct fundraising activities—by requesting donations, bequests and non-compensatory contributions from third parties—to finance its activities of general interest, while respecting the principles of truthfulness, transparency and fairness in its relations with supporters and the public.]

Art. 3 (Admission and number of members)

1. The number of members is unlimited.

2. Individuals residing in Tuscany with a certified disability may join the Association if they need personal assistance, declare that they wish to live independently, share the Association’s aims and take part in its activities through their work, skills and knowledge.

3. The persons referred to in the preceding paragraph may apply for admission to the Association; the Operating Secretariat decides on the application. Applicants may appeal such decisions to the General Meeting of Members.

4. If an applicant declares that exceptional and particular disability-related circumstances prevent them from taking part in the Association’s activities, they may be admitted only on the basis of a duly reasoned proposal by the Operating Secretariat and by a final decision of the General Meeting of Members adopted with the majority required for an ordinary meeting.

5. Membership is permanent and may cease only in the cases provided for by Article 5. Applications that breach this principle by introducing admission criteria designed to limit rights or membership for a fixed term are therefore not permitted.

Art. 4 (Members’ rights and obligations)

1. Members have the right to:

  • elect the Association’s governing bodies and be elected to them, subject to the incompatibility stated in the following paragraph;
  • be informed about the Association’s activities and oversee its operation;
  • use the Association’s premises;
  • take part in all initiatives and events promoted by the Association;
  • contribute to the preparation and implementation of the programme of activities;
  • be reimbursed for expenses actually incurred and documented;
  • be informed of the agenda of General Meetings, inspect the financial statements and consult the Association’s registers;
  • have priority, but not exclusive, access to the services and assistance provided by the Association.

2. Election to the Association’s governing positions is incompatible with management, administrative or representative roles in care institutions, healthcare facilities and/or political organisations.

3. Members are required to:

  • comply with these Articles of Association and any internal regulations;
  • pay the membership fee in the amount, manner and within the deadlines set annually by the General Meeting;
  • comply with decisions adopted by the Association’s bodies within their powers under these Articles;
  • take part, insofar as possible, in the Association’s activities.

Art. 5 (Loss of membership)

1. Membership is lost through death, withdrawal or exclusion.

2. A member who seriously breaches the obligations laid down in these Articles or the decisions of the Association’s bodies, causes material or moral harm of a certain seriousness to the Association, seriously disrespects other members, or carries out acts or conduct seriously contrary to the principles of disabled people’s independent living may be excluded from the Association by a secret-ballot decision of the General Meeting after the member’s explanations have been heard. The exclusion decision must be duly communicated to the member, who may submit counterarguments.

3. A member may withdraw from the Association at any time.

4. Anyone wishing to withdraw from the Association must notify the Operating Secretariat of their decision in writing. The Operating Secretariat must adopt a specific decision and duly communicate it to the member.

5. A declaration of withdrawal takes effect at the end of the current year, provided that it is made at least three months beforehand.

6. Rights of participation in the Association are not transferable.

7. Amounts paid as membership fees are non-refundable, non-revaluable and non-transferable.

8. Members who have ceased to belong to the Association have no rights over its assets.

Art. 6 (Governing bodies)

1. The Association’s governing bodies are:

  • the General Meeting;
  • the Operating Secretariat;
  • the Legal Representative;
  • the Supervisory Body.

Art. 7 (General Meeting)

1. All persons who have been entered in the register of members for at least three months are entitled to vote at the General Meeting.

2. Each member has one vote.

3. Attendance at the General Meeting and voting by telecommunications are permitted, provided that the identity of the participating and voting member can be verified.

4. The General Meeting is convened by written notice, including by email, stating the place, date and time of the first and second calls and the agenda. Notice must be sent at least twenty days before the scheduled date of the General Meeting to the address recorded in the register of members.

5. The General Meeting shall meet at least once a year to approve the annual financial statements.

6. The General Meeting must also be convened whenever necessary or when a reasoned request is made by at least one tenth of the members.

7. The General Meeting has the following non-delegable powers:

  • appoint the members of the Association’s governing bodies, with the exception of the Legal Representative;
  • remove the members of the Association’s governing bodies;
  • approve the annual financial statements;
  • decide on the liability of members of the Association’s governing bodies pursuant to Article 28 of the Third Sector Code and bring liability actions against them;
  • decide on appeals lodged by third parties against the Operating Secretariat’s refusal of admission;
  • decide on the exclusion of members;
  • decide on disciplinary measures against members;
  • decide on amendments to the deed of incorporation or these Articles of Association;
  • approve any regulations;
  • decide on the dissolution, transformation, merger or demerger of the Association;
  • decide on any other matters assigned to it by law, the deed of incorporation or these Articles of Association.

8. The General Meeting is duly constituted on first call when half plus one of the members are present and on second call when at least one fifth of the members are present.

9. General Meetings are chaired by a chairperson elected at the beginning of each meeting.

10. The General Meeting decides by a majority of votes. Administrators may not vote on decisions approving the financial statements or concerning their own liability.

11. Amendments to these Articles require the presence of at least two thirds of the members on first call and half plus one of the members on second call, together with the favourable vote of a majority of those present.

12. A decision to dissolve the Association and transfer its assets requires the favourable vote of at least two thirds of the members.

Art. 8 (Operating Secretariat)

1. The Operating Secretariat is the Association’s administrative body. It implements the wishes and general policies of the General Meeting, to which it is directly accountable and by which it may be removed for serious and stated reasons.

2. The Operating Secretariat is responsible for every matter that is not reserved exclusively by law or these Articles to the General Meeting or another governing body of the Association.

3. Its duties include, in particular:

  • implementing the decisions of the General Meeting;
  • drawing up programmes of Association activities on the basis of the guidelines approved by the General Meeting;
  • preparing the annual financial statements and any social report;
  • preparing all information needed by the General Meeting to forecast and plan the financial year;
  • electing the Association’s Legal Representative from among its members;
  • removing the Association’s Legal Representative;
  • entering into all deeds and contracts relating to the Association’s activities;
  • deciding on the admission of members;
  • approving ordinary expenditure for the Association’s normal operation;
  • organising advisory services and training courses and arranging the circulation of texts useful for achieving the Association’s aims, using voluntary and paid services provided by members and other persons;
  • managing all movable and immovable property owned by or entrusted to the Association;
  • deciding on members’ applications to withdraw;
  • within the resources available for this purpose, deciding the amounts to be paid for individual disabled people’s independent living; these decisions are made on the basis of the guidelines established by the General Meeting of Members, without prejudice to each applicant’s right to appeal to the General Meeting within thirty days of becoming aware of the decision;
  • preparing notes for the General Meeting on the admission of new members and the expulsion of members whose conduct conflicts with the Association’s aims;
  • convening General Meetings at members’ request after verifying the grounds for the request.

4. The Operating Secretariat consists of between three and five members appointed by the General Meeting for a two-year term; they may be re-elected.

5. Members of the Operating Secretariat are selected from among the Association’s individual members. Article 2382 of the Italian Civil Code applies to grounds of ineligibility and disqualification.

6. The Operating Secretariat meets at least once a month.

7. The Operating Secretariat is duly constituted when a majority of its members are present.

8. Decisions of the Operating Secretariat are adopted by a majority of those present.

9. Within thirty days of being notified of their appointment, members of the Operating Secretariat must apply for registration in the Single National Register of the Third Sector, stating, in addition to the information required by Article 26(6) of the Third Sector Code, which of them have authority to represent the Association and whether they exercise that authority separately or jointly.

10. The authority of representation granted to members of the Operating Secretariat is general. Limitations on that authority may therefore be asserted against third parties only if they are entered in the Register or if it can be proved that the third parties were aware of them.

Art. 9 (Legal Representative)

1. The Legal Representative legally represents the Association—in its internal and external relations, in dealings with third parties and in legal proceedings—and carries out all acts that bind it externally.

2. The Legal Representative is elected by the Operating Secretariat from among its members by a majority of those present.

3. The Legal Representative remains in office for the same term as the Operating Secretariat and ceases to hold office when that term expires, upon voluntary resignation or following removal decided by a majority of the members of the Operating Secretariat.

4. At least one month before the Operating Secretariat’s term expires, the Legal Representative convenes the General Meeting to appoint the new Operating Secretariat.

5. The Legal Representative convenes the General Meeting and the Operating Secretariat, carries out ordinary administration on the basis of their instructions and reports to the latter on the activities performed.

Art. 10 (Supervisory Body)

[1. The Supervisory Body, which may consist of a single person, is appointed when the requirements laid down by law are met.

2. Members of the Supervisory Body, to whom Article 2399 of the Italian Civil Code applies, must be selected from the categories of persons referred to in Article 2397(2) of the Italian Civil Code. If the body is collegiate, at least one member must meet these requirements.

3. The Supervisory Body monitors compliance with the law and these Articles and observance of the principles of sound administration, including with reference to the provisions of Legislative Decree no. 231 of 8 June 2001 where applicable, as well as the adequacy and actual operation of the organisational, administrative and accounting structure.

4. Where the thresholds referred to in Article 31(1) are exceeded, it may also perform the statutory audit. In that case, the Supervisory Body shall consist of statutory auditors entered in the relevant register.

5. The Supervisory Body also monitors compliance with civic, solidarity and social utility purposes and certifies that any social report has been prepared in accordance with ministerial guidelines. The social report records the results of the monitoring carried out by the auditors.

6. Members of the Supervisory Body may at any time, including individually, carry out inspections and checks and may, for that purpose, request information from the administrators on the conduct of the Association’s operations or on specific matters.]

Art. 11 (Statutory audit)

[1. If the Supervisory Body does not perform the accounting audit and the requirements laid down by law are met, the Association must appoint a statutory auditor or statutory audit firm entered in the relevant register.]

Art. 12 (Assets)

1. The Association’s assets—including any revenue, income, proceeds and other receipts, however described—shall be used to carry out its activities under these Articles for the exclusive pursuit of civic, solidarity and social utility purposes.

Art. 13 (Prohibition on distributing profits)

1. The Association is prohibited from distributing, even indirectly, profits and operating surpluses, funds and reserves however described to its members, employees and collaborators, members of the Operating Secretariat, administrators and other members of the Association’s governing bodies, including in the event of withdrawal or any other individual termination of membership.

<1. The Association must use profits or operating surpluses to carry out its institutional activities and activities directly connected with them.>

Art. 14 (Annual financial statements)

1. The Association must prepare annual financial statements [pursuant to Article 13(1–3) of the Third Sector Code], with each financial year beginning on 1 January.

2. The statements are prepared by the Operating Secretariat and approved by the General Meeting within four months of the end of the financial year to which they relate [and filed with the Single National Register of the Third Sector].

Art. 15 (Social report and social disclosure)

[1. If annual revenue, income, proceeds or receipts, however described, exceed €100,000, the Association must publish annually and keep updated on its website any emoluments, remuneration or consideration of any kind paid to members of its administrative and supervisory bodies, managers and members.

2. If annual revenue, income, proceeds or receipts, however described, exceed €1 million, the Association must prepare a social report, file it with the Single National Register of the Third Sector and publish it on its website.]

Art. 16 (Registers)

1. The Association must keep the following registers:

  • the register of members, maintained by the Operating Secretariat;
  • the register of General Meetings and their decisions, in which minutes drawn up as public deeds must also be transcribed, maintained by the Operating Secretariat;
  • the register of meetings and decisions of the Operating Secretariat, maintained by that body;
  • [the register of meetings and decisions of the Supervisory Body, where established, maintained by that body].

[2. Members have the right to inspect these Association registers at its registered office in the presence of at least one member of the Operating Secretariat.]

Art. 17 (Workers)

1. The Association may employ staff or use self-employed or other forms of work [pursuant to Article 16 of Legislative Decree no. 117 of 3 July 2017].

Art. 18 (Dissolution and transfer of remaining assets)

<1. The General Meeting may decide to dissolve Associazione Vita Indipendente and appoint one or more liquidators, defining their powers.

<1 bis. Funds and assets remaining after all liabilities have been paid shall be transferred for public utility purposes consistent with the spirit and aims of the Association.>

[1. If the Association is terminated or dissolved, its remaining assets shall, subject to the favourable opinion of the regional office of the Single National Register of the Third Sector once operational and unless a different destination is required by law, be transferred to other Third Sector entities in accordance with the decisions of the competent governing body.]

[2. The General Meeting shall appoint one or more liquidators, preferably selected from among the Association’s members.]

Art. 19 (Reference provisions)

1. For matters not expressly governed by these Articles of Association, any internal regulations or the decisions of the Association’s bodies, the provisions [of Legislative Decree no. 117 of 3 July 2017 (Third Sector Code) and, insofar as compatible,] of the Italian Civil Code shall apply.

Art. 20 (Commencement or cessation of effect of certain provisions)

1. Pursuant to Legislative Decree no. 117 of 3 July 2017, as amended, containing the Third Sector Code, and in view of the guidance issued by the Ministry of Labour and Social Policies in Circular no. 20 of 27 December 2018 and by the Italian Revenue Agency—according to which ONLUS organisations must make the necessary amendments to their articles within the statutory deadlines, making their effectiveness conditional on the date referred to in Article 104(2) of the Code and, at the same time, expressly linking that date to the cessation of effect of the former provisions required for ONLUS status but rendered incompatible with the subsequent rules governing Third Sector entities—the following is specified:

  • provisions, paragraphs or phrases in square brackets “[ ]” are new provisions resulting from the amendments required by Third Sector legislation; their effectiveness is conditional on the date referred to in Article 104(2) of the Third Sector Code (Legislative Decree no. 117 of 3 July 2017);
  • provisions, paragraphs or phrases between the less-than symbol “<” and greater-than symbol “>” are existing provisions that were originally required for ONLUS status but have become incompatible with the subsequent rules governing Third Sector entities; they shall cease to have effect on the date referred to in Article 104(2) of the Third Sector Code (Legislative Decree no. 117 of 3 July 2017);
  • provisions, paragraphs or phrases not enclosed by symbols take effect immediately.