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ACT OF THE ASSOCIATION

In Massa (MS) in via Tacca, n. 5 the following citizens met on 8/4/2015 to set up a non-profit amateur sports association: - BOLOGNESE Marco born in Bolzano (BZ) on 31/08/1984 and resident in Bolzano (BZ) in via Del Ronco n.13, CF BLG MRC 84M31 A952T; - GALLO Ilary born in Bolzano (BZ) on 13/05/1985 and resident in Laiveas (BZ) in via Galizia n.6, CF GLL LRY 85E53 A952T; - MALECI Marco born in Florence (FI) on 08/19/1959 and resident in Rosignano M.mo (LI) in via delle querce n.5, CF MLC MRC 59M19 D612M; Those present called Mr. Marco Bolognese and the Secretary Mrs. Ilary Gallo to preside over the meeting. The President illustrates the reasons that led those present to promote the constitution of the association and reads the Statute which, after extensive discussion, is put to the vote and approved unanimously. The Statute establishes, in particular, that membership of the association is free, that the functioning of the association is based on the will democratically expressed by the members, that the corporate offices are elective and that any profit is absolutely excluded. The President also reads the statute of the AICS (Associazione Italiana Cultura Sport) and proposes that the association, taking note of said Statute and approving it, gives its adhesion to the AICS adopting the national card as a social card. The proposal put to the vote is approved unanimously. Those present also decide that the association be called "ORZAWAY Associazione Sportiva Dilettantistica", with registered office in Massa (MS), via Tacca n. 5 and appoint the following gentlemen as members of the provisional Steering Committee, which will remain in office for the first two years if not modified in subsequent specific elections:

President: Maleci Marco
Vice President: Maleci Perla
Secretary: Aldovardi Ilaria

Statute of the Amateur Sports Association "ORZAWAY"

 

Constitution and scop i

Art. 1

An association, governed by art. 36 et seq. Civil Code, which takes the name of "AS Dilettantistica ORZAWAY". The association, while maintaining its patrimonial and organizational autonomy, adheres to the AICS - Italian Culture Sport Association -, a social promotion body registered in the National Register, a sports promotion body recognized by CONI and a charitable organization recognized by the Ministry of the Interior. with decree of 22.10.1975 n. 10.13014 / 12000, accepting the statute and neither adopting the national card as a social card and committing to conform its statute to the rules and directives of CONI and AICS.

Art. 2

The association has an unlimited duration in time and can be dissolved only by resolution of the extraordinary shareholders' meeting, as provided for by art. 26 of this statute. The association can manage social structures and carry out activities in the amateur sports, artistic, cultural, musical, environmental, publishing, recreational and welfare sectors, without profit.

Art. 3

The Association is non-political, non-profit and open to all those who intend to practice sports and associative activity, it is characterized by the democratic nature of the structure, the electivity and gratuitousness of the associative offices. The Association can make use of the collaboration of professionals, employees and / or self-employed workers to achieve the association's purposes, and can provide compensation, bonuses, allowances and flat-rate reimbursements in accordance with current legislation. In particular, the institutional purposes of the association are: a) the development, promotion, organization and discipline of amateur sport, in particular sailing activity, in the specialties belonging to it in all forms and events, in the territory of the Italian State and internationally; promote didactic activities for the initiation, updating and improvement in the performance of sporting practice as well as organize technical instruction courses and coordination of institutional activities; Promote knowledge of the fish park, in particular, the one present in Italian territorial waters, also with sport fishing activities aimed at enhancing traditional methods linked to the sea; manage facilities, own or of third parties, used as gyms, sports fields or structures of various kinds. Organize sports teams for participation in championships, competitions, competitions, events and exhibitions of various sports specialties. Organize training courses for sports, motor and maintenance activities, training courses for sports operators; manage a possible outlet for the exclusive use of members for the administration of ready-to-eat foods and drinks that becomes the meeting point and the place where the various initiatives of the association are conceived and organized; in a complementary way and in direct implementation of the institutional activity, organize initiatives, collect sponsorships and resell to members only products related to the above-mentioned activities to meet the needs of knowledge, entertainment and recreation of the members.

Art. 4

The number of members is unlimited; all citizens and foreigners of both sexes can join the association. Up to the age of 14, the minor is represented in social relations by the parents. The right to vote is exercised from 18 years of age. All associates have equal rights. The associative relationship is disciplined in a uniform manner for all the associates and the associative modalities are uniform, which are aimed at guaranteeing the effectiveness of the associative relationship itself.

Art. 5

To be admitted as a member it is necessary to submit an application for admission to the association in compliance with the following methods and indications: 1) indicate name and surname, place and date of birth, and residence; declare to abide by this Statute and the resolutions of the corporate bodies. It is the duty of the legal representative of the association or by another person delegated by him, also verbally, to evaluate the acceptance or not of this request. The acceptance, communicated to the interested party and followed by the registration in the shareholders' register, gives the immediate right to receive the social card, thus acquiring the qualification of "shareholder". Membership of the association is for an indefinite period, with the exclusion of temporary participation in the life of the association; the right of withdrawal by the shareholder remains in any case. In the event that the application is rejected, the interested party may lodge an appeal, on which the Board of Directors decides definitively, at the first call.

Art. 6

If there are reasons of incompatibility of the new member with the statutory purposes and with the regulations of the club, within 30 days following the registration of the member, the Board of Directors has the possibility to revoke this registration. In this case, the interested party may lodge an appeal on which the Board of Arbitrators of the club makes a final decision, or failing this, the Shareholders' Meeting at the first call.  Resignation as a member must be submitted in writing to the Board of Directors of the club.

Art. 7

All members have equal rights and that is to: attend social clubs, use the facilities and services managed by the Association. take part in sports competitions promoted by the Association and other Bodies under our corporate colors. participate in any event organized by the Association; to intervene and discuss at general meetings; submit proposals and / or complaints in writing to the Board of Directors; participate with their vote in the resolution of the Assembly, as long as they are up to date with the qualification of shareholder; to exercise the right to vote for the election of the Board of Directors; be delegated to take on corporate offices if the eligibility requirement is met; exercise the right to vote for amendments and approval of the Articles of Association. With the application for registration, the members elect a domicile for social relations at the club's headquarters.

Art. 8

Members are required: to punctually pay the annual membership fee, the same for all members, established annually by the Board of Directors, to promptly pay the additional fee for the payment of specific fees. compliance with the Articles of Association, with the laws and regulations in force on sports matters, with any internal regulations and with the resolutions taken by the corporate bodies, including any additions to the social fund through payments of extraordinary shares. Each member must pay the membership fee established by the Board of Directors from year to year within the deadline set by the Board itself. The membership fee cannot be revalued, but variable and cannot be transferred even in the event of death, and will not be reimbursed to either the resigning member or the dismissed member.

Art. 9

The member ceases to be part of the association: due to resignation; for failure to renew the membership fees and registration within the terms established by the Board of Directors; for non-compliance with this Statute, internal regulations or resolutions taken by the corporate bodies; by decision of the Board of Directors due to serious breaches; when, in any way, it causes moral or material damage to the association or proves that it no longer shares the aims of the association; by radiation; by death. In case of transgressions to the sporting and social rules as well as to the technical discipline, the Governing Council can inflict the following sanctions on the member: warning; reprimand; distrust; limited time suspension; radiation.

Social heritage

Art. 10

The corporate patrimony is indivisible and consists of: movable and immovable property which will become the property of the association; from contributions, disbursements, donations and various legacies made by members, private individuals or organizations; from any reserve funds set up with budget surpluses. The income of the association for the achievement of its institutional purposes consists of: the membership fees and the specific fees paid by the members for social activities; from the profit deriving from any activities and events organized or in which it participates; from any eventual income that contributes to increasing the corporate assets; from the revenues deriving from the management of bars or internal outlets managed directly by the members, from the sale to the members of sports material necessary for the performance of the sporting practice, as well as from any sponsorships and advertising or other commercial activities that the association puts in place at the end of

Art. 11

The sums paid for the card and for the membership fees are not refundable under any circumstances.

Economic and financial statement

Art. 12

The economic and financial report includes the financial year from January 1st to December 31st of each year and must be submitted to the approval of the Assembly within four months of closing. The economic and financial report must be drawn up with clarity and must represent in a truthful and correct way the patrimonial and economic - financial situation of the association, in compliance with the principle of transparency towards the associates, with separate indication of any commercial activity involved to be alongside the institutional activity. The association is prohibited from distributing, even indirectly, the proceeds of activities, profits or operating surpluses as well as funds, reserves or capital during the life of the association itself, unless the destination or distribution is required by law.

h3> Economic and financial report

Art. 13

The organs of the association are: the Assembly of members; the Board of Directors; President;

Assembly

Art. 14

The Assembly of Members is the sovereign body of the Association. It is made up of all the members in good standing with the payment of the membership fee. The participation of the member in the Assembly is strictly personal and each member has the right to one vote; the possibility of a written proxy from a shareholder to another shareholder is admitted, who cannot represent more than two shareholders in the same meeting. The Assembly has all the powers to achieve the social aims. The Shareholders' Meetings can be ordinary and extraordinary. The Assemblies are convened with a notice posted inside the premises of the association with at least 10 days notice. The notice must indicate the place, date, time of the first and second call and agenda of the Assembly, and may also be communicated by online bakeka. The second call can take place even half an hour after the first.

Art. 15

The ordinary Shareholders' Meeting is convened at least once a year within four months of the end of the financial year. It: - approves the general lines of the program of activities for the fiscal year; - elect the Board of Directors; - approves the final economic-financial report; - deliberates on all matters relating to company management that do not fall within the competence of the extraordinary assembly.

Art. 16

The extraordinary assembly is convened: - every time the Council deems it necessary; - when at least 1/3 of the shareholders make a justified request. - when requested by the two arbitrators appointed under the statute to provide for the election of the third arbitrator. The Assembly must be convened within 20 days from the date on which it is requested. It decides on the dissolution of the association, on changes to the statute, on any other extraordinary subject submitted for its approval by the Board of Directors.

Art. 17

In the first call, the Assembly, both ordinary and extraordinary, is duly constituted with the presence of half plus one of the members. On second call, the Assembly, both ordinary and extraordinary, is duly constituted whatever the number of attendees and validly deliberates by absolute majority of the votes of the members present on all the issues on the agenda;

Art. 18

To deliberate on the dissolution or liquidation of the association, the presence of at least 50% of the members and the favorable vote of 3/5 of those present is essential. On second call, and which is validly constituted whatever the number of attendees, the favorable vote of 2/3 of those present is sufficient.

Art. 19

Voting can take place by show of hands, by acclamation or by secret ballot. All members participate in the vote. Voting for elections to corporate offices must take place by secret ballot.

Art. 20

The Assembly, both ordinary and extraordinary, is chaired by a President and a Secretary appointed by the Assembly itself; the resolutions adopted must be reported in a specific book of minutes.

Governing Council

Art. 21

The Board of Directors is made up of a minimum of 5 directors elected from among the members, and remains in office for 2 years and in any case until the ordinary assembly which proceeds with the renewal of corporate offices. At the end of their mandate, the directors can be reconfirmed. It is forbidden for the members of the Board of Directors of the association to hold corporate positions in other companies or amateur sports associations within the same sports federation or associated discipline if recognized by CONI, or within the same discipline belonging to an entity. of sports promotion

Art. 22

The Board elects from among its members the President, the Vice President, the Administrative Secretary, and establishes the responsibilities of the other directors in relation to the activity carried out by the club for the achievement of its social goals (cultural, sporting, tourist activities, etc.) . The Board has the power to co-opt other members up to a maximum of one third of its members. The functions of the members of the Board of Directors are completely free and only the expenses relating to the performance of the assignment or any remuneration for work performance will be reimbursed.

Art. 23

The Board of Directors usually meets every 4 months and extraordinarily whenever the Presidency deems it necessary or a third of the directors request it; in the absence of the President, the meeting will be chaired by the Vice President. The meetings of the Board of Directors are valid when the majority of its members participate and the resolutions will be valid by simple majority. In the event of a tie, the vote of the President always prevails. The Board of Directors lapses before the end of the mandate: when the social assembly does not approve the final economic and financial report; when the total of its members is reduced to less than three.

Art. 24

The Board of Directors must: - draw up the social activity programs envisaged by the Statute on the basis of the guidelines approved by the Members' Assembly; - oversee the execution of the resolutions of the Assembly; - draw up the economic - financial report; - compile the plans for the use of the remainder of the budget to be submitted to the Assembly; - approve all deeds and contracts of any kind relating to the corporate activity; - formulate the internal regulations to be submitted to the Assembly for approval; - deliberate on the suspension and termination of shareholders; - to appoint, in case of need, provisional commissions with particular tasks and powers; - encourage the participation of members in the activities of the club. In the exercise of its functions, the Board of Directors may make use of the heads of work commissions appointed by it. These managers can participate in the meetings of the Board of Directors with an advisory vote.

Art. 25

The President has the legal representation and the corporate signature and can open and manage current accounts or other forms of financing. In case of absence or impediment of the President, all his duties belong to the Vice President.

Dissolution of the club

Art. 26

The decision to dissolve the club must be taken by the majority referred to in art. 18.

Art. 27

In the event of dissolution, the Assembly resolves with the majority provided for by art. 18 on the designation of the residual assets, after deducting the liabilities, it will be devolved exclusively for sporting purposes, having consulted the control body referred to in art. 3 paragraph 190, of the law 23/12/1996, n. 662.

Final provision

Art. 28

All possible social disputes, also relating to the interpretation of the Statute, between the members, between them and the association or its bodies, between the bodies and the association, between the members of the bodies of the association are devolved, with the exclusion of any other jurisdiction, within the competence of three arbitrators to be designated from among the shareholders in the following ways. Two arbitrators will be appointed respectively by each disputing party; the third will be elected by the extraordinary assembly convened for this purpose at the request of the two arbitrators appointed by the parties within 30 days of the appointment. The arbitrators will decide ex bono et aequo without procedural formalities. Their award will be final.

Art. 29

For anything not included in this Statute, the Assembly decides by an absolute majority of the participants. Particular rules of operation and execution of this statute may possibly be arranged with internal regulations adopted by the board of directors.  

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