Statute

AdriaticGreeNet – ONLUS

NAME and DESCRIPTION

Article 1.

The Association ADRIATIC GREENET – ONLUS (non-profit institution) has been constituted as under legislative decree 4th December 1997 nr. 460.

The Association has its registered office in Tarcento, in via Artico di Castello, n.5 *; is constituted for an indefinite period of time and will be able to open further seats within the territor of the Italian Republic and abroad.

The Association is non-profit and is by its own name recognisable as such, it is characterised by a social utility function, which marks its specific peculiar character.

To this end, the Association will employ the acronym ONLUS in all outside communications and events.

As long as the Association is running, it is forbidden to distribute, even in indirect form, profits or surpluses, funds, reserves or capitals, except if destination or distribution are imposed by law or given to other non-profit institutions belonging to the same unitary structure under law, statute or regulation.

Profits and surpluses are employed exclusively for the realisation of institutional activities and to these directly.

Article 2.

The Association “AdriaticGreeNet”- onlus, is the result of an international web of associations, having exclusively social solidarity aims and has as its objective the protection and enhancement of nature and the environment.

The Association carries out its activities in the sector of nature and environmental protection and enhancement, which is included in art. 10, comma 1) lett. a) voice 8 of Legislative Decree nr. 460/97. The Association does not pursue activities different from its institutional purposes, that is nature and environment protection and enhancement, except where directly connected, as functional to the same finalities.

In pursuit of its social utility purposes the Association carries out the following activities:

  1. determining sustainable priorities and criteria for environmental intervention as indication for the competent authorities.
  2. awareness raising of the the public opinion on various environmental problems and sustainable development;
  3. stimulating and activating public participation in decision-making at all levels, by building a web for the exchange of data, information and proposals for shared solutions based on transparency;
  4. creating the preconditions for the achievement of the network's given objectives by the partner associations, while safeguarding the interests of the single members;
  5. organising and coordinating at regional, national and European level activities aiming at the promotion of sustainable development models;
  6. organising meetings, seminars, workshops, training processes, conferences and debates aiming at a change and/or implementation of the guidelines of the European legal framework on environmental matters;
  7. producing, distributing and spreading scientific, technical, cultural and educational materials on nature and environment protection and enhancement, through the press, radio, television and any other media;
  8. facilitating a high level of information and knowledge exchange between the partner associations;
  9. organising and coordinating activities with educational/scientific purposes;
  10. organising and coordinating information and awareness raising campaigns and/or actions aimed at enhancing the conscience/awareness level among citizens and other subjects of civil society on problems regarding the environment;
  11. presenting proposals for amendments, integrations and extension of the European legal framework on environmental matters at various decisional levels;
  12. promoting actions for the activation of local Agenda 21 programs
  13. promoting actions for the adoption by all involved countries, of the Aarhus Convention "Convention on access to information, public participation in decision-making and access to justice in environmental matters".

The Association “AdriaticGreeNet – onlus” shall be active within the Adriatic Euroregion, mainly in the Northern Adriatic area, in order to promote the development, cohesion and implementation of the Communitarian legal framework on environmental issues between the Member States, the Associated Countries and Balcan Countries, attempting, in this way, to facilitate the bringing about of sustainable development policies centered on biodiversity protection, i.e. a totality of natural, human, social and cultural elements and on an equal relationship between man and woman.

Article 3.

The founding members of AdriaticGreeNet are: “Legambiente del Friuli Venezia Giulia” (Italy), “Zveza Ekoloških Gibanj Slovenije – ZEG” (Slovenia) e “Zelena Istra - Istria Verde” (Croatia).

All persons and public or private organisations ready to commit themselves for the exclusive pursuit of the social solidarity objectives described in this statute can become members.

For the admission of a new member it is required to apply to the Executive Committee in writing, specifying name, surname, name of the association (where applicable), place and date of birth, place of residence and tax code, and to pledge respect to this statute as well as the decisions of the governing bodies.

As for the admission, the Executive Committee shall deliberate within 30 days from reception.

It is not allowed to participate only temporarily to the activity of the association.

Public and/or private institutions participate through a representative.

Members can be expelled or deleted for the following reasons:

a) when they don't comply with the dispositions of this Statute or the decisions taken by the Governing bodies;
b) when they fail to pay for their membership fee with no justified reason;

c) when they provoke – by any means - moral or material damage to the Association;
d) in case of total lack of participation to the association's initiatives, as valued by the Executive Committee based on objective factors.

The discipline of the association's relationships and modalities will have to be regular as to ensure the efficiency of the above relationships.

GOVERNING BODIES OF THE ASSOCIATION

Article 4.

The Governing bodies of the Association are:

a) the Annual General Meeting (AGM);

b) the Executive Committee;

c) the President;

d) the Audit Board.

The Annual General Meeting shall be called by the Presindent at least once a year for approval of the Association's accounts.

The summons shall be given in writing through advice posted up not later than ten days from the meeting at the central office and of existing all local seats. It shall detail agenda, date, time and place chosen for the meeting, and date, time and place of the second summons, if given. Chair of the AGM shall be the President of the Executive Committee, who shall appoint a Secretary among the attending members for the writing of the minutes. The Meeting's resolutions shall be properly registered in the AGMeeting's books and posted up in the Association's offices for the duration of ten days after the Meeting.

Quorum for all General Meetings shall be of not less than two thirds of all members of the Association entitled to vote. Should there be no quorum, the meeting shall be held on second summons, and be valid whatever the number of members present.

Each member has the right to a single vote as per art. 2532, second comma of the Civil Code.

Vote can be expressed by show of hands or by secret ballot, if at least one tenth of those present require it. For the election of the Governing bodies of the Association vote shall be cast by secret ballot.

The Annual General Meeting decides through majority of those present, collective subjects are represented by a regularly authorized delegate.

Extraordinary General Meetings shall be called on request by at least half plus one members of the Executive Committee or by at least two thirds of the members of the association, it decides through majority of those present; collective subjects are represented by a regularly authorized delegate.

Amendments of the statute may only be made in presence of half plus one of those entitled to vote and by a two-thirds majority of them.

Article 5

Tasks of the Annual General Meeting are: *

a)Election of the Executive Committee;

b)Approval of the President's report;

c)Election of the Audit board;

d)Approval of amendments and revisions of the present statute.

Article 6

The Association shall be governed by an Executive Commitee elected by the Annual General Meeting. It shall stay in office for four years and be composed by a minimum of three members or a maximum of five, of which at least one representative per country adhering to the network*. Should a member of the Committee resign before end of term, his or her place shall be taken by those who during the last election had received more votes among the non elected. The members of the Executive Commitee may be re-elected.

The Executive Committee shall be summoned by the President or by at least two thirds of the counsellors.

Meetings are valid if at least half of the counsellors are present.

Decisions are taken through simple majority vote.

Article 7

Tasks of the Executive Committee of the Association:

a)Election of the President , Vice President and Secretary. These are selected internally by a simple majority vote of the Committee members at the first meeting after the AGM in which they were elected;

b)Ensure the ordinary and extraordinary management of the Association's assets and financial means;

c)Ensure the development and general guidelines of the Association, by defining intervention areas and entrusting appointed work groups with the various necessary tasks;

d)Stimulate and promote the interest of the public within the territory of the Association; to this end it shall be possible to create specific events and support groups as a resource for the association's life and activities;

e)Set the Agenda for the Annual General Meeting of the association;

f)Set the amount of the annual membership fee;

g)Elect the representatives of the Association within other institutions;

h)Present a Treasurer's report for approval at the Annual General Meeting;

i)Examine admission applications and decide on the admission of new members.

l)Deliberate on the Treasurer's report on the economic and financial balance and budget regarding the management of the Association.*

Article 8

The President of the Executive Committee is the legal rapresentative of the Association and he has right of signature for the Association. He shall summon and chair the Annual General Meeting and the Executive Committee; he supervises the administrative and economic management of the Association. He keeps current records of accounts, of the Account books and of the Register of members, unless the Executive Committee has appointed a Treasurer among its members to take care of these duties. For these functions he may require the assistance of external collaborators.

In the absence of the President the Vice President shall carry out all his functions.

In case of objective emergency and/or necessity he shall take measures normally assigned to the Executive Committee submitting them for approval during the next meeting of the committee.

The President shall sign, together with the Treasurer (if given) all expense authorisations regarding the Association.

Article 9

The Vice President shall replace the President in case of temporary absence or if hindered, or if expressly delegated by the President.

Article 10

The Secretary shall carry out the acts delibered by the Executive Committee, write the minutes of the meetings of the Executive Committee and the Annual General Meeting.

Article 11

The Audit Board is made up of three effective members, no substitute is admitted. It audits the accounts of the Association's general activities. Its chair is a president, appointed with two other members by the Annual General Assembly.

ASSETS OF THE ASSOCIATION

Article 12

The assets of the Association are indivisible and are made up of:

a) the capital and real property of the Association;

b) the budget surpluses laid aside during the previous financial years;
The Association shall draw its financial resources from:
a) annual membership fees, diverse contributions, benefits and legacies;
b) annual and extraordinary contributions by members;
c) conventions with public or private institutions;
d) funds from the Ministry or European institutions for the realisation of projects aiming at the pursuit of statutory activities
e) occasional fundraising among the public through awareness raising campaigns
f) all other incomes generated by the Association in pursuit or support of institutional activities.

It is forbidden to distribute, even indirectly, profits or surpluses or funds, reserves or capitals during the Association's life, unless the destination or distribution are imposed by law or given to other NPIs belonging to the same unitary structure, according to law, statute or regulations.

Profits or surpluses are employed exclusively for the realisation of institutional activities and hereto strictly connected.

Article 13

The sums given as annual membership fees as well as extraordinary fees are to be considered uniquely as a compulsory periodic payment in form of support of the Association. Under no circumstance can they be considered as a form of property or participation in profit and in no case can they be reimbursed or transferred to others.

ACCOUNTING RECORDS AND REPORT OF ACCOUNTS

Article 14

Beside keeping the accounts as required by Law, the Association keeps Registers with the minutes of the meetings and decisions of the AGM, the Executive Committee and a Register of members and is obliged to produce a Report of its accounts.

The Association's registers and books are visible by anyone who reasonably requires to do so, the copies will be made by the Association to the expenses of the person applying.

The Association's Report of the accounts refers to the financial year starting on the 1st of January and ending on the 31st of December of each year, must be approved* by the Executive Committee by the 31st of March of the following year and presented* to the AGM within the following 30th of April.

Beside providing a truthful and correct view of the assets, economic and financial situation of the Association, distinguishing the accounts regarding institutional activities and others, the Report of accounts must include a synthetic description of the goods, contributions and legacies received.

Apart from the production of this Report of accounts, the Association must provide a report for all occasional public fundraising activities carried out on the occasion of celebrations, events or awareness raising campaigns, to be presented within four months from the closing of the financial year. This document must clearly detail, if necessary through explanatory report, all incomes and expenses for each of the above celebration, event or awareness raising campaign.

DISSOLUTION OF THE ASSOCIATION

Article 15

The dissolution of the Association may be delibered by the General Meeting with a majority of at least two-thirds of the members present.

In case of dissolution the General Meeting appoints one or more liquidators, who can be non members, and determines the fees, where required.

The residual assets resulting from liquidation shall be assigned to other non profit institutions of social utility, or to public utility ends in accordance with the purposes of this Association, after consulting the control organism as per art. 3, comma 190, Law 233/12/96 nr. 662, unless otherwise prescribed by law.

FINAL DISPOSITIONS
Article 16

The decision on any legal dispute that may arise among members of the Association or between those and the Association or its Governing bodies, except for those which by law are not referrable to arbitration, shall be referred to three persons of trust. Two of them shall be appointed by each of the parties to the dispute, and the third shall be chosen by mutual consent. Should there be no agreement, the Executive Committee shall appoint the president of court in the Association's registered office's town to chose the third person. For all cases not specifically mentioned in the present Statute, reference has to be made to the existing law.

Piran, 11th of February 2005

THE PRESIDENTTHE SECRETARY

Elena Gobbi Dusica Radojcic

______

(*) As amended by Annual General Meeting deliberation of the 25th of March 2007