Statute

1.A non-profit Association is constituted under the name “Associazione Algopolio”. The Association is also identified simply by the acronym “Algopolio”.

2.The Association includes in its name the designation “APS” (“Associazione di Promozione Sociale”, a social promotion association), as will result from its registration in the National Single Register of the Third Sector (RUNTS); this designation constitutes its specific distinctive sign and will therefore be included in communications addressed to the public and in any distinctive sign that the Association intends to adopt. The Association is constituted as an APS by no fewer than seven natural persons or three APS pursuant to Art. 35(1) of Legislative Decree 117/2017 (the “Third Sector Code”).

3.The Association has its registered office at via Augusto Anfossi 36, 20135 Milan. The transfer of the registered office within the same Municipality, resolved by the Administrative Body, does not constitute an amendment to the Statute. The transfer of the registered office to another city must instead be ordered by a resolution of the extraordinary Assembly amending the Statute.

4.The Association is established for an indefinite term.

5.The Association has national and international representation.

1.The Association is autonomous, free, non-political and non-denominational; it has no profit purpose, not even indirect, and pursues civic, solidarity and social-utility purposes by carrying out, exclusively or principally, the activities of general interest referred to in paragraph 2 below, for the benefit of its members, their families or third parties, without discrimination based on sex, religion, race or socio-economic conditions.

2.The activities of general interest carried out, exclusively or principally, by the Association to achieve the aforesaid purposes are those referred to in Art. 5(1)(w) of the Third Sector Code, namely the “promotion and protection of human, civil, social and political rights, as well as of the rights of consumers and of users of the activities of general interest referred to in this article, promotion of equal opportunities and of mutual-aid initiatives, including the time banks referred to in Article 27 of Law No. 53 of 8 March 2000 and the solidarity purchasing groups referred to in Article 1, paragraph 266, of Law No. 244 of 24 December 2007”.

3.Within the scope of the activities referred to in paragraph 2, the Association works for the protection, promotion, representation and defence of the individual, collective, homogeneous and diffuse rights and interests of citizens, consumers, users and any other party holding legally relevant rights or interests, vis-à-vis public and private parties, in accordance with national, European Union and international law.

4.To this end, the Association may carry out any activity permitted by law and, in particular: represent and assist members and other parties in the cases provided for by law; promote, coordinate or take part in individual, collective, representative, class, injunctive, compensatory, restitutionary and interim actions and in any other judicial or out-of-court proceedings; submit appeals, complaints, formal submissions, reports, petitions and applications to the competent authorities; carry out study, research, training, information, advisory, assistance, awareness-raising, advocacy and legislative-proposal activities; and establish collaborative relationships with public and private bodies, national, European and international organisations, universities, Third Sector Entities and any other party whose contribution is useful to the pursuit of the Association’s purposes.

5.The list of activities set out in this article is purely illustrative and not exhaustive. The Association may therefore carry out any further activity, initiative or action permitted by law and compatible with its nature as a Third Sector Entity, even if not expressly provided for in this Statute, provided that it is aimed at pursuing the institutional purposes and at protecting, promoting or representing the rights and interests referred to in this article.

6.Pursuant to Art. 6 of the Third Sector Code and the related implementing provisions, the Association may also carry out activities other than the activities of general interest referred to in Art. 5 of that Code, provided that they are instrumental and secondary to its statutory purposes and, in any case, within the limits and in the manner provided for by the legislation in force. In particular, the Association intends to promote knowledge of the sector through study and research activities, without prejudice to the principles set out by the Ministry of Labour and Social Policies in Ministerial Note No. 11379 of 4 August 2022. To this end, the Association:

1. promotes and carries out educational and training activities for both citizens and professionals, through courses, seminars, workshops and publications, including online;
2. organises and takes part in awareness campaigns, events and demonstrations to raise awareness of the forms of protection of fundamental rights;
3. undertakes advocacy initiatives to foster the dissemination and application of the rules protecting fundamental rights;
4. collaborates with other organisations to define standards and guidelines on the protection of fundamental rights.

7.For the purposes of the absence of profit, the Association’s assets, including any revenues, income, proceeds and receipts however named, are used to carry out the statutory activity for the exclusive pursuit of the civic, solidarity and social-utility purposes referred to in paragraph 1. The Association is therefore prohibited from distributing, even indirectly, profits and operating surpluses, funds and reserves however named to founders, members, workers and collaborators, directors and other members of its bodies, including in the event of withdrawal and in any other case of individual termination of the membership relationship.

1.The Association’s assets consist of the movable and immovable property that comes to it by any title, of donations and contributions from public and private bodies or natural persons, and of net operating surpluses.

2.To pursue its objectives and carry out its activities, the Association may make use of the following income:

1. membership fees and payments for institutional services paid by members;
2. contributions and donations from members and from private or public bodies;
3. subscriptions, public fundraising, donations, contributions and bequests from public and private bodies, associations and members;
4. proceeds from commercial activities carried out within the limits permitted by the legislation in force.

3.In no case may anything paid into the Association’s assets be reclaimed.

4.Members’ payments do not create any other participation rights and, in particular, do not create undivided participation shares transferable to third parties, either by particular succession or by universal succession.

5.Each year the Administrative Body sets the membership fee to be paid by members both upon initial admission and in subsequent financial years.

1.Membership is open to all those who share the Association’s purposes and guiding principles and accept its Statute.

2.Membership of the Association is for an indefinite period and cannot be granted for a temporary period. The Association keeps a register of members, maintained by the Administrative Body.

3.Anyone wishing to join the Association must submit an application to the Administrative Body, containing a declaration that they share the Association’s purposes and an undertaking to comply with its Statute and regulations.

4.The Administrative Body examines the applications submitted within 60 days and decides whether or not to accept them, notifying the applicant. If an application is accepted, the resolution is immediately effective and the applicant immediately acquires membership. The resolution admitting the new member is entered without delay in the register of members. The rejection of an application must be communicated and reasoned; within 60 days of notification of the rejection resolution, the applicant may ask the Members’ Assembly to rule on the application; unless specially convened for that purpose, the Assembly resolves at its next meeting.

5.Membership is personal and may not be transferred for any reason or by any title.

6.All members are full members and have the same rights, which they exercise in accordance with the Statute and regulations. In particular, in addition to what is provided for by law and by this Statute, members have the following rights:

1. the right to take part in the Association’s activities;
2. the right to vote in the Assembly;
3. the right to stand, if of age, for the Association’s offices;
4. the right to examine the Association’s books by submitting a reasoned request to the Administrative Body, which allows the member to examine them within 30 days of the request. Any copies are made at the expense of the requesting member and must be made in compliance with privacy legislation.

7.All members have the same obligations, as laid down by the Statute and by the legislation in force. In particular, they are required to comply with the Statute, respect the decisions of the Association’s bodies and pay the membership fees.

1.Membership is lost by death, withdrawal, forfeiture or exclusion.

2.A member may at any time notify the Administrative Body of their wish to withdraw from the Association. Without prejudice to the obligation to pay the membership fee due for the current year, the withdrawal takes effect from the thirtieth day following the day on which the relevant notice is received by the Administrative Body, unless the Administrative Body itself, in examining the request, grants a shorter period.

3.Members automatically forfeit their membership if they do not pay the annual membership fees by 28 February of each year. The decision declaring forfeiture is adopted by the Administrative Body.

4.In the event of serious violations of the Association’s rules and of its founding principles and values, a member may be excluded by a reasoned resolution of the Administrative Body, communicated to the member concerned, who may, within 30 days of the date of notification of the exclusion resolution, appeal to the Members’ Assembly; unless specially convened for that purpose, the Assembly resolves at its next meeting.

5.In any case of loss of membership, the member is struck off the register of members without delay.

6.Loss of membership for any reason does not give the former member any right to a refund of the fees and contributions paid to the Association.

1.The internal organisation of the Association is based on the principles of democracy and equal rights of all members. The Association’s offices are elective.

2.The bodies of the Association are:

1. the Assembly;
2. the Administrative Body;
3. the President.

3.All the bodies of the Association may meet “remotely”, with participants located in several places, whether adjacent or distant, connected by audio/video link, provided that the collegial method and the principles of good faith and equal treatment of the members of the body are respected.

4.The Association must keep the following books:

1. register of members;
2. book of the meetings and resolutions of the Assembly;
3. book of the meetings and resolutions of the Administrative Body and of any other bodies of the Association.

1.The Assembly is composed of all members who have been entered in the register of members for at least 3 months and are up to date with the payment of the membership fees.

2.The Assembly is convened by the President of the Association or, if the President is unable to do so, by the oldest member of the Administrative Body; where the Administrative Body is a single-member body and the President is unable to do so, the Assembly is convened by the oldest member of the Association.

3.The Assembly must be convened at least once a year, within the first 180 days after the end of the financial year, to approve the financial statements, for any renewal of the Association’s offices and for any other decision within its competence or submitted to it. It is also convened whenever the Administrative Body deems it appropriate or when requested by at least one third of the members who are up to date with the payment of the membership fees.

4.In the Assembly each member has one vote. Each member may be represented in the Assembly by another member by written proxy, which may also be given at the foot of the notice of meeting. No member may represent more than one other member.

5.Members of the Administrative Body have no right to vote on resolutions approving the financial statements or on those concerning their liability.

6.The Assembly is chaired by the President of the Association or, in the President’s absence, by the person designated by those present.

7.The Chair of the Assembly appoints the Secretary to take the minutes. Minutes of the meetings are drawn up and signed by the Chair and the Secretary of the Assembly.

8.It is for the Chair of the Assembly to ascertain the right of those present to attend the Assembly and that the Assembly is validly constituted.

9.The Assembly, whether ordinary or extraordinary, is validly constituted at first call when half plus one of the members entitled to vote are present; at second call, the Assembly is validly constituted whatever the number of members attending.

10.The ordinary Assembly resolves by absolute majority of the members present or represented.

11.For the resolutions of the extraordinary Assembly called upon to decide on amendments to the founding deed and to the Statute, or to resolve on a merger, demerger or transformation, to be valid, the presence of at least a majority of the members entitled to vote is required at first call, while the presence of at least one quarter of them is sufficient at second call. When validly constituted, the Assembly resolves by absolute majority of the members present or represented.

12.For the resolutions of the extraordinary Assembly called upon to decide on the dissolution of the Association and on the devolution of its remaining assets to be valid, the presence and the favourable vote of at least three quarters of the members are required.

13.The Assembly, whether ordinary or extraordinary, is convened by posting a specific “Notice of meeting” on the notice board at the Association’s premises at least 15 days before the date of the meeting, and in writing by any other form of publicity deemed suitable by the Administrative Body. The notice of meeting must state: (a) the day, time and place or the electronic means of the meeting; (b) the agenda. The notice of meeting must also set out the date, time and place or the electronic means for holding the meeting at second call, which may not take place earlier than twenty-four hours after the first call.

14.The ordinary Assembly shall:

1. establish the programme lines and strategic directions of the Association, defining the main activities to be pursued to achieve the statutory purposes;
2. approve the budget and the final accounts for the financial year, as well as the social report where mandatory, on the basis of the report presented by the Administrative Body;
3. elect and remove, from among the duly registered members, the members of the Administrative Body, after determining their number, and, when required by law, the members of the Supervisory Body;
4. resolve on the liability of the members of the Association’s bodies, adopting any disciplinary measures or bringing liability actions against them;
5. identify and authorise, within the limits provided for by law, any activities other than those of general interest, provided that they are instrumental and secondary to the institutional purposes;
6. discuss and resolve on all matters and items assigned to its competence by the founding deed, the Statute or the law, as well as on those on the agenda.

15.The extraordinary Assembly:

1. resolves on proposals to amend the Statute;
2. resolves on the transformation, merger and dissolution of the Association and on the devolution of its assets;
3. resolves on the other items on the agenda.

1.The Administrative Body is the body responsible for managing the Association and oversees the Association’s activities.

2.The Administrative Body is elected by the Assembly and may be either a single-member or a collegial body; in the latter case, it is composed of a maximum of 3 members. If the Administrative Body is a single-member body, the member elected automatically becomes President of the Association. If the Administrative Body is collegial, the role of President is held by the person appointed by the collegial Administrative Body itself from among its members.

3.The Administrative Body holds office for 3 years and its members may be re-elected.

4.The Administrative Body, if collegial, meets within 15 days of its election by the Assembly, convened and chaired by its oldest member; at this first meeting it appoints the President from among its members and, on the President’s proposal, the Treasurer and the Secretary.

5.The legal representation of the Association, including before the courts, is institutionally vested in the President, who oversees the implementation of the resolutions of the Assembly and of the Administrative Body, if collegial, and, for specific tasks, in any members designated by the Administrative Body by a specific resolution. The President exercises all the powers of the Administrative Body if it is a single-member body and, in any case, even where it is collegial, the President exercises all the powers of the Administrative Body in urgent cases, subject to ratification by the Administrative Body at its first available meeting.

6.The Administrative Body, if collegial, meets in ordinary session at least once every 3 months and in extraordinary session whenever the President or the majority of its members request that it be convened.

7.Where the Administrative Body is collegial, meetings are valid if the absolute majority of its members are present, and resolutions are passed by majority of those present. In the event of a tie, the vote of the person chairing the meeting prevails.

8.The Administrative Body has the broadest powers for the ordinary and extraordinary management of the Association. In particular, the following fall within its competence:

1. the annual preparation and presentation to the Assembly of the annual financial statements and of the report on the management and on the activities carried out during the previous calendar year, as well as the preparation and presentation of the budget;
2. the setting of the membership fees;
3. decisions on ordinary and extraordinary expenditure, both operating and capital, for the management of the Association;
4. decisions on the institutional, complementary and commercial activities and services to be undertaken in order best to achieve the Association’s institutional purposes;
5. decisions on the direction of employed staff and on the coordination of the collaborators and professionals engaged by the Association;
6. the presentation of a programme of the activities to be carried out in the new Association year;
7. the drawing-up of proposals to amend the Statute or to issue and amend the Association’s regulations;
8. the power to delegate to members the performance of particular functions determined from time to time by the Administrative Body itself;
9. decisions on the admission of new members;
10. preparing the agenda for the Assemblies and resolving on their convening;
11. identifying the legal actions to be brought or supported that fall within the Association’s activities referred to in Art. 2;
12. any other function that the Statute or the law do not assign to other bodies.

9.All offices of the Association are unpaid, except for the reimbursement of documented expenses incurred by reason of the office held, provided that they fall within what has been authorised in advance by the Administrative Body.

1.The Administrative Body, if collegial, forfeits office:

1. upon the simultaneous resignation of the majority of its members;
2. upon the simultaneous vacancy, for any reason whatsoever, of the majority of its members; until that limit is reached, the vacant positions are filled, in order, by the first of the non-elected candidates or, failing them, by-elections are held;
3. upon the Assembly’s failure to approve the annual financial statements.

2.In the cases referred to in paragraph 1, the President or, failing that, the oldest member of the Administrative Body must, within 15 days, convene the Assembly, to be held within the following 15 days, handling ordinary administration in the meantime.

3.In addition to the cases of forfeiture of the Administrative Body, the President forfeits office:

1. upon resignation;
2. upon death or supervening incapacity, whatever its cause.

4.In the cases referred to in paragraph 3, the oldest director must, within 15 days, convene the Assembly, to be held within the following 15 days, handling ordinary administration in the meantime.

1.The Secretary, where appointed pursuant to and in the cases provided for by Art. 8(4) of this Statute, draws up the minutes of the meetings of the Association’s bodies and oversees their transcription in the relevant books and registers. The Secretary is also responsible for conducting the negotiations necessary for the purchase of the goods and services resolved upon by the Administrative Body and for preparing and keeping the related contracts and orders. The Secretary also approves expenses for payment, verifying their regularity and authorising the Treasurer to make the actual payment.

2.The Treasurer, where appointed pursuant to and in the cases provided for by Art. 8(4) of this Statute, is in charge of the administrative and accounting management of the Association, keeping its accounting records, ensuring the proper fulfilment of tax and social-security obligations and preparing, in concert with the other members of the Administrative Body, the annual accounts in economic and financial terms. The Treasurer also carries out the formal operations of collection and of payment of the expenses resolved upon by the Administrative Body. The Treasurer is also responsible for periodically checking the balances of the cash, bank, receivables and payables accounts and for carrying out the recovery of collectable receivables. If the Administrative Body is a single-member body, the Treasurer’s functions are performed by the President.

3.The functions of Secretary and Treasurer may also be conferred on the same person. Where they are assigned to different persons, if the Treasurer is unable to perform the Treasurer’s functions, or in the event of the Treasurer’s resignation or removal, those functions are assumed by the President or by the Secretary for the time necessary to remove the causes of the impediment or to make a new appointment. If the Secretary is temporarily unable to act, or has resigned or been removed, the Secretary is replaced in the same manner by the President or by the Treasurer.

1.The Association’s year and the financial year coincide with the calendar year and end on 31 December of each year.

2.Within the first 180 days of each year, the Administrative Body prepares the annual financial statements for the previous financial year, in good time to present them to the ordinary Assembly of members for approval in accordance with this Statute.

3.Within the same time limit referred to in paragraph 2, the Administrative Body prepares the report on the management and on the activities carried out in the previous financial year, as well as the budget for the following financial year.

4.The Administrative Body documents the secondary and instrumental nature of any other activities carried out in the mission report, or in a note at the foot of the cash-basis statement of accounts, or in the notes to the financial statements.

5.Where deemed appropriate or where the legal requirements are met, the Administrative Body prepares, within the time limit referred to in paragraph 2, the social report, in good time to present it to the ordinary Assembly of members for approval in accordance with this Statute.

1.In the cases provided for by law or where deemed appropriate, the Assembly appoints a Supervisory Body, composed of a single member or collegial, as determined upon appointment.

2.The Supervisory Body supervises compliance with the law and the Statute, observance of the principles of proper administration, the adequacy of the Association’s organisational, administrative and accounting structure and its actual functioning. It may also carry out the statutory audit.

3.The members of the Supervisory Body are entitled to attend, without voting rights, the meetings of the Administrative Body and those of the Assembly that approves the financial statements.

4.If collegial, the Supervisory Body is composed of three members chosen from among persons who are not members of the Association, at least one of whom must be entered in the register of statutory auditors.

5.The members of the Supervisory Body hold office for 3 financial years and may be re-elected.

6.The term of office of the Supervisory Body may not expire at the same time as that of the Administrative Body; to this end, the appointment may, on a one-off basis, be for a period longer or shorter than three years.

7.The provisions of Art. 2396-septies of the Italian Civil Code apply to the members of the Supervisory Body.

8.The office of member of the Supervisory Body is incompatible with that of member of the Administrative Body.

1.In the cases provided for by law or where deemed appropriate, the Assembly appoints a statutory auditor or an audit firm entered in the relevant register.

2.The statutory audit may be entrusted to the Supervisory Body; in that case, all its members must be chosen from among statutory auditors entered in the relevant register.

1.The Association has an unlimited duration.

2.Its dissolution must be approved by the extraordinary Assembly in accordance with the procedures and by the majorities provided for in this Statute.

3.The Association’s assets are liquidated by the Administrative Body or by a liquidator, if one is appointed by the Assembly; to that end, a proposal concerning the allocation of any remainder is submitted to the Assembly.

4.In the event of dissolution, cessation or extinction, the remaining assets, after liquidation, shall be devolved, subject to the favourable opinion of the competent body under the Third Sector Code and unless a different allocation is required by law, to one or more Third Sector Entities or, failing that, to Fondazione Italia Sociale, pursuant to Art. 9 of the Third Sector Code.

1.For all matters not provided for in this Statute, the legislation in force on Third Sector Entities applies and, in particular, the legislation on APS under the Third Sector Code, and, for matters not provided for therein and insofar as compatible, the provisions of the Italian Civil Code.