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Statute

All you should know about ObservatoryZed

Article 1: NAME AND REGISTERED OFFICE

1.1 ObservatoryZed is a free cultural, nonparty, nonprofit and apolitical Association, with unlimited duration, based in Catania (CT) Via Gustavo Vagliasindi n. 70 and regulated in accordance with Title I Chapter III, art. 36 et seq. of the Italian civil code, as well as this Statute.

Article 2: SOCIAL PURPOSE

2.1 The Association pursues the following purposes:

a.Studying, disseminating and promoting information on the new generations, in particular on the Z Generation, in all its forms and expressions, including in the social sphere, studying their behaviors and needs and promoting contact between the new generations, institutions, brands and more generally between private and public organizations;

b. Propose itself as a meeting point, aggregation and cultural exchange;

c. Studying and analyzing communication and marketing campaigns involving the new generations;

d. Representing and promoting its members, and therefore organizing work tables and more generally moments of discussion, with the aim of solving the problems of its members, the protection of their interests and the development and improvement of knowledge of the new generations and in detail of the Z Generation in every aspect.

2.2 To achieve its aims, the Association may (by way of example but not limited to it):

a. Organize training courses, seminars, online webinars, independently or in collaboration with schools, universities, research bodies to spread and increase knowledge about the new generations and specifically about the Z Generation;

b. Organize meetups on the national and international territory between the members;

c. Carry out study, research, analysis and monitoring of the new generations, independently or with the means of the members or partners of the Association;

d. Organize and promote editorial activities, news, information brochures, films and reports with the aim of disseminating information on the new generations and specifically on the Z Generation;

e. Organize fundraisings to promote the activities of the corporate purpose, and marginally commercial activities, not for profit, but with the aim of self-financing in order to achieve the corporate purpose;

f. Stipulate contracts and agreements with public and private entities.

Article 3: APPLICATION FOR MEMBERSHIP REGISTRATION

3.1 The following may apply for registration to become members of the Association:

a. all those who, interested in the realization of the Association's aims, share its spirit and ideals;

b. all legal persons (represented in the meetings by their legal representatives or general managers) and physical persons, of both sexes, of undisputed morality and reputation and who have not received criminal convictions, which have become final, who apply in writing.

3.2. If the subjects interested in applying for registration have not reached the age of majority, the application must be signed by the parents or whoever takes their place.

Article 4: MEMBERS CATEGORIES AND RIGHTS

4.1 A distinction is made between the following categories of members:

a. Founding Members, (individuals, associations, legal persons and other entities): they are those who intervene in the establishment phase and give life to the Association. They have the power to elect the majority of the members of the Board of Directors and have the right to vote in the Social Assemblies.

b. Ordinary Members (individuals, associations, legal persons and other entities): they are those who join the Association after the establishment phase. They constitute the Social Assembly, together with the Founding Members, and have the right to vote to indicate to the Board of Directors the strategic choices of the Association, which must always be in line with the corporate purpose.

c. Observing Members (individuals, associations, legal persons and other entities): they are those who join the Association after the establishment phase. They do not have the right to vote, but can participate as observers in the Ordinary Assemblies and in the activities of the Association.

4.2 All Ordinary Members are required to pay the annual membership fee. The Board of Directors may consider exempting Ordinary Members from paying the fee.

4.3 The age of majority is a requirement for exercising the right to vote.

Article 5: MEMBERS ADMISSION

5.1 The admission of Ordinary Members and Observers is decided by the Board of Directors, upon written request sent by email, certified e-mail or brevi manu.

Article 6. LOSS OF MEMBER CAPACITY AND SANCTIONS

6.1 The status of Member is lost due to resignation and / or delinquency lasting for at least three months, unless otherwise established by the Internal Regulations. It may be due to the lack of the requirements for admission, pursuant to the article 3, or in the case of serious infringements of the statute provisions or conduct contrary to the law and, in any case, harmful to the social interests of the Association.

6.2 The Board of Directors will be called to intervene and apply the following sanctions: recall, warning and / or expulsion from the Association and removal.

6.3 The exclusion for delinquency and for lack of requirements will be sanctioned by the Shareholders' Meeting on the proposal of the Board of Directors, while the cancellation is decided by an absolute majority of the members of the Board of Directors.

6.4 The removal provision must be ratified by the Assembly convened for this purpose during which it will proceed in contradiction with the Shareholder concerned who must be formally convened. In the event of the unjustified absence of the member concerned duly convened, the Assembly may equally proceed with the consequent ratification or otherwise of the removal provision.

6.5 The membership fee or contribution is not transferable with the exception of transfers due to death and without their revaluation.

Article 7: FINANCIAL RESOURCES

7.1 The economic resources of the Association are constituted by:

a. Annual membership dues;

b. Voluntary, ordinary and extraordinary Member contributions;

c. Contributions from international organizations;

d. Private contributions;

e. State contributions from public bodies or institutions aimed at supporting specific and documented projects or activities;

f. Any income from events and related activities, as well as any subscriptions;

g. Donations and  bequests;

h. Income from any commercial and production activities;

i. Reimbursements deriving from conventions;

j. Contributions from fundraising and crowdfunding campaigns.

7.2 The contributions of the members are constituted by the annual membership fees, established by the Board of Directors and by eventual extraordinary contributions established by the Assembly, which determines the amount. Money donations, donations and legacies are accepted by the Assembly, which decides on their use, in harmony with the statutory purposes of the organization.

Article 8: FINANCIAL YEAR

8.1 The financial year begins on January 1st and ends on December 31st of each year.

8.2 The Board of Directors is in charge of drawing up the annual report and the budget. The annual report and the budget are approved by the same Board of Directors and subsequently submitted to the Ordinary Assembly every year within the month of June for examination.

8.3 It is forbidden to distribute, even indirectly, profits or surpluses as well as funds, reserves or capital during the life of the Observatory, unless the destination or distribution is imposed by law.

Article 9: ASSOCIATION BODIES

9.1 The organs of the Association are: the General Assembly of Members; the Board of Directors and the President.

9.2 The Board of Directors is entitled to elect a Vice-President and a Treasurer from among its members.

9.3 Other bodies, such as working groups, commissions, or an auditor, may also be appointed by the Board of Directors.

Article 10: MEMBERS GENERAL ASSEMBLY

10.1 The General Assembly of the Members is constituted by the Founder Members and by all the Ordinary Members.

10.2 The Assembly is called by the Board of Directors and can be summoned by the President and the Vice President, in the Association's head office by email, PEC or brevi manu, transmitted to the Members at least five days before the date fixed for the assembly at the domicile resulting from the members' book.

10.3 The general assembly of the Associates is presided over by the President and, in his absence, by the Vice President. In absence of both the Assembly is called to appoint a replacement President for the specific event.

10.4 The Assembly can be Ordinary or Extraordinary.

10.5 The Ordinary Assembly is convened at least once a year within 120 days from the end of the fiscal year in order to:

a. be informed about the annual report and the budget;

b. elect members of the Board of Directors every four years;

c. deliberate on the general direction of the Association's activities;

d. deliberate on any other matter that is not within the competence of the Extraordinary Assembly, the Board of Directors or the President.

10.6 The Extraordinary Assembly is called following a request made by half plus one of the members of the Board of Directors or by half plus one of the Members. In the latter case it must be convened within 30 days from the request of the Members. The Extraordinary Assembly shall deliberate on: proposals to modify the memorandum and articles of association; deeds and contracts relating to real estate rights; integration of the elective social organs should the lapse of the same be such as to jeopardize their functionality since it is not possible to wait for the first useful ordinary assembly; any other subject of particular interest, seriousness and urgency, placed on the agenda; dissolution of the Association and the methods of liquidation.

10.7 The Founder Members may exercise their right of veto on any subject on the agenda of the Extraordinary Assemblies.

10.8 The Ordinary Assembly is validly constituted in first convocation with the presence of the absolute majority of the members having the right to vote and deliberates validly with the favorable vote of the majority of those present. Every Ordinary Member and every Founder Member has the right to one vote.

10.9 The Extraordinary Assembly in first convocation is validly constituted when two thirds (⅔) of the associates having right to vote are attending and deliberates with a favorable vote of the majority of the people attending.

10.10 In second convocation both the Ordinary and Extraordinary Assembly are validly constituted with the attendant associates having right to vote and deliberates with a favorable vote of the majority of the same ones.

10.11 In any case, for the modification of the constitutive act and the statute, as well as for acts and contracts inherent to real rights, it is necessary the presence of two thirds (⅔) of the associates having right to vote and the favorable vote of the majority of the present ones, as well as the possible veto of the Founder Members, if exercised.

10.12 For the dissolution of the Association, the provisions of article 16 (Dissolution of the Association) shall apply.

10.13 All Members who are up to date with their membership fees and for whom the principle of a single vote applies, have the right to intervene in the Assembly.

Article 11: THE PRESIDENT

11.1 The President is elected by the majority of the Board of Directors.

11.2 The President of the Assembly appoints the Secretary, who draws up the minutes of the meetings. The minutes of every Assembly must be signed by the President and by the Secretary himself/herself and, in absence of this, by a Councilor acting as Secretary.

11.3 The President has the right to intervene and vote in the Assembly and is required to ensure its regularity.

11.4 The Assemblies are validly constituted and deliberate with the majorities previewed from the preceding article 10 (Members general assembly).

Article 12: LEGAL REPRESENTATIVE

12.1 The President is the legal representative of the Association towards third parties.

12.2 He will be able to validly represent the Association in all acts, contracts and judgments, as well as in all relations with bodies, companies, public and private institutions. He also takes care of the execution of the deliberations of the Assembly and the Board. It can open and close bank and postal current accounts and procedures to the collections and to carry out activities of small administration without authorization of the Directive Council.

12.3 As for the payments, the President is assisted by the Treasurer and/or by the Secretary to which it can delegate the management of the bank account with appropriate deliberation of the Board.

12.4 With the approval of the Directive Council, the President can moreover confer proxy of attorney to some Associates for the management of some specific activities.

12.5 The functions of the President in case of his absence or impossibility are carried out by the Vice President.

Article 13: SOCIAL POSITIONS

13.1 In order to hold one of the social positions provided, those who intend to be elected and/or re-elected must present their candidacy at least 15 days before the date established for the Assembly by giving written notice to the President in office of the Association, via email, PEC or brief manu.

13.2 In order to stand as a candidate it is necessary to be in possession of the following requisites: to be a Member having the right to vote in the Association and to be in possession of the requisites indicated in article 3 of the present statute (Application for Membership).

13.3 If during the term of office even one of the above-mentioned requirements is not met, the position shall immediately lapse.

13.4. Elective positions are free of charge.

Article 14: THE BOARD OF DIRECTORS

14.1 The Board of Directors is composed of 5 members: 3 elected by the Founder Members and 2 freely elected by the Ordinary Assembly. It is also composed only by Members having the right to vote.

14.2 The Board of Directors elects its President, the Vice President and the Treasurer.

14.3 The Board of Directors remains in charge for four years and, in the hypothetical resignation or death of a councilor, the Board can decide to summon within 15 days the Assembly for its substitution.

14.4 The Founder Members will be able to exercise the right of veto for every argument placed in the ODG of the Board of Directors.

14.5 The Board of Directors may also set up an Advisory Board, with exclusively advisory tasks, made up of subjects who are not members of the Board of Directors and who are external to the Association, determining their role, composition and functions at the time of constitution. Furthermore, the Board is entitled to set up Working Groups or Commissions for specific problems of associative importance, as well as to propose regulations to the assembly.

14.6 In the case of the institution of a Commission or Committee, the Board of Directors, from its nomination, determines its content and the executive modalities. It also designates the members and the person responsible. The working groups operate within the limits of the mandate entrusted to them by the Board of Directors.

14.7 The Board of Directors is responsible for the ordinary and extraordinary management as well as the ordinary administration of the Association.

14.8 The Board of Directors approves the budget or the annual report to be presented to the Assembly and meets every time the President deems it necessary, or when a request is made by at least half of its members in order to discuss and deliberate on all issues related to the Association's associative and administrative activities and on anything else established by the Statute.

14.9 The Board is presided over by the President and, in his absence, by the Vice President.

14.10 For the validity of the deliberations it is necessary, in any case, the presence of the President or the Vice President as well as the majority of the components of the Board and the favorable vote of the majority of those present. In case of parity, the vote of the President or, in his absence, of the Vice President prevails.

14.11 At the Board of Directors meetings a report must be written and signed by the President and the Secretary or, in the absence of the latter, by an appointed secretary.

Article 15: AUDITOR

15.1 When retained opportune, the Board of Directors can name an Auditor.

15.2 The aforesaid position has a duration of three years, with the possibility of subsequent re-election upon expiration.

15.3 The Auditor, if elected, has the right to attend the meetings of the Board of Directors in which the final balance sheet, the budget and the financial situation of the Association are discussed.

15.4 The Auditor has the task of controlling the financial management of the Association and supervising the observance of the law and of the statute in administrative matters. The Auditor shall also ensure that the books are properly kept and shall submit an annual report to the Ordinary Meeting called to approve the final balance.

Article 16: DISBANDMENT OF THE ASSOCIATION

16.1 The duration of the Association is unlimited and it can only be dissolved following a specific resolution of the Members' Assembly convened in an extraordinary session, whose request for convocation must be presented by four fifths of the Members entitled to vote.

16.2 The resolution must be taken with the presence of four fifths (⅘) of the Members and the favourable vote of three quarters (¾) of the present Members entitled to vote and with the possibility of exercising the right of veto by the Founder Members.

16.3 The social patrimony in case of dissolution for any cause must be devolved to another Association having analogous finalities.

Article 17: LEGAL REFERENCES

17.1 For anything not provided in these Statute, reference shall be made to the laws in force.