STATUTE of the Recreational Association Noir2.0 CONSTITUTION AND MISSION 

Article 1  – Via Del Progresso, 37 an association that takes the name of Noir2.0 is established with headquarters in Vicenza. The circle is in fact, administratively autonomous with reference to Law 106/2016 and to the Legislative Decree 3 July 2017 n.117, and pursuant to art. 36 and following of the Civil Code it is a cultural recreational club, association of social promotion (Aps), Third Sector Organization (ETS) and has the nature of an association as regulated by Article 148 of Presidential Decree 917/1986. The association has faculty to establish secondary offices and to carry out its activities also outside its registered office. The association, while maintaining its patrimonial and organizational autonomy, can join other associations and institutions for welfare purposes recognized by the Ministry of the Interior and adopt the card as a social card.

 

Article 2 – The association is inspired by the principles of free association and pursues, non-profit and in favor of its associates, the development of recreational, cultural and sporting activities aimed at favoring social relations and inter personal exchanges. In particular the association promotes the following activities: dance, music, socio-cultural entertainment, entertainment, various art, gastronomy, recreational, sporting and recreational activities such as, by way of example and not limited to, electronic and company games. In addition, all other activities will be promoted in harmony with recreational purposes and deemed appropriate by the corporate bodies to meet the recreational and cultural needs of the members.

In addition, the association can:

– Organize events, exhibitions, conferences, debates also related to sexuality in all its forms, to their illnesses and to the prevention of the same; -participate in all the initiatives organized by the organizations, institutions and associations to which they will want to join;

– manage, in a way complementary to the institutional activities and for the exclusive benefit of their own members, a service of food and drink supply and sales of promotional material at the sites of its activities and organizing trips and tourist stays;

– placing activities of a commercial nature in a way that is not prevalent and compatible with the nature of a non-commercial entity. Association has a pacifist character, and therefore is opposed to violence as an abuse of freedom to freedom trui and as a criminal act against nature.The Association fights the use of drugs as a social evil, declaring that it will report to the competent authorities, and will remove anyone who uses them. The Association rejects and fights the phenomenon of prostitution and exploitation or facilitation of the same, in whatever form the same is made explicit, and prohibits its Members to demand or request or otherwise accept compensation, gifts or other benefits from the Association or other Members, for their participation in games or entertainment that involve the sphere of their own sexuality. The violation of the prohibition referred to in the previous paragraph implies the immediate expulsion of the Member who has been responsible for this violation, as well as the due reports to the competent authorities.

MEMBERS

Article 3 – The member is the one who adheres to the aims of the association, contributes to realizing or the one who participates in the institutional activity, without time limits to the associative life. The number of members is unlimited. All citizens can join the association, without distinction of sex, age, race, religion, nationality (for foreigners in compliance with Italian immigration laws) or other and who recognize themselves in the objectives pursued by the association. The members have the right to participate in all the events and initiatives announced by the association, in the times and in the ways established by the social bodies.

Article 4 – The active and passive electorate are all members of age, in good standing with the payment of the membership fees.

Article 5 – To be admitted as a member it is necessary to submit an application to the Board of Directors in accordance with the following methods:

1) Present a copy of the document, indicate the personal data required for completing the social card and any other data established by the corporate bodies;

2) declare to know and abide by the present Statute and the deliberations of the governing bodies,

3) pay any membership fee established by the Board of Directors. The applicant acquires the status of member upon acceptance of the application by the Board of Directors, of the payment of the eventual membership fee, of the registration in the register of members; and has the right to immediately receive the social card. If the application sells rejected, the interested party may lodge an appeal on which the Board of Directors decides in the first instance and definitively the Ordinary Assembly, in its first call. The new members will be registered in the specific Register of Members, kept in free and even mechanized form.

Article 5 – To be admitted as a member it is necessary to submit an application to the Board of Directors in accordance with the following methods: 1) Present a copy of the document, indicate the personal data required for completing the membership card and any other data established by the corporate bodies; ) declare to know and abide by the present Statute and the deliberations of the social organs, 3) pay any membership fee established by the Board of Directors. The applicant acquires the status of member upon acceptance of the request by the Board of Directors, of the payment of the eventual membership fee, of the registration in the register of members; and has the right to immediately receive the social card. If the application sells rejected, the interested party may lodge an appeal on which the Board of Directors decides in the first instance and definitively the Ordinary Assembly, in its first call. The new members will be registered in the specific Members’ Book, kept in free and even mechanized form.

Article 6 – The members are required:

– to pay the dues,

– to comply with the statute, any internal regulations and the decisions taken by the bodies social.

Article 7 – The temporary nature of participation in association life is excluded. It is lost from the status of member exclusively for voluntary non-renewal of the annual social card, discharge, expulsion or cancellation. Members may be expelled or struck off for the following reasons: 1) they do not comply with the provisions of this statute, internal regulations or social deliberations, 2) they become liable for payment of dues without a justified reason, 3) cause, in any way, moral damages or material to the association. The expulsions and the radiations are decided by the Directive Council with absolute majority of its members. Against such measures, an appeal is allowed on which the Ordinary Shareholders’ Meeting is definitively declared, in its first call.

ASSOCIATION BODIES

Article 8 – The bodies of the association are democratically elected. They are: the Assembly of Members, the Board of Directors, the President and the Board of Auditors.

Article 9 – For the performance of particular functions and services by the members in favor of the association, it can be foreseen by the Council Management of the reimbursement of expenses or fees, in the manner established by the laws in force and compatible with the nature of a non-profit association.

Article 10 – The Assembly of Members is the sovereign body of the Association. The Shareholders’ Meeting can be Ordinary or Extraordinary. The Meetings can be called or by letter to the address of the members as shown in the Members’ Book of the Association, at least 8 (eight) days before the established date, or by posting in the premises of the registered office of the convocation. The convocation must remain visible in the 20 days preceding the date of the Meeting. In both cases the convocation must specify the date, place, time and topics on the meeting’s agenda.

Article 11 – The Ordinary Assembly is convened every year during the period from December 31st to April 30th of the following year, without prejudice to other legal provisions. For extraordinary reasons, it is the faculty of the Executive Council to convene the Ordinary Assembly beyond the aforementioned deadline.

It: – approves the general lines of the program of activities for the social year,

– approves the financial statements or financial statements of each year; the Board of Directors

– deliberates on the statutory changes, on the appeals provided by the art. 5 (non-admission as a member) and 7 (expulsion and removal of the member) of the present statute.Article

12 – The Extraordinary Assembly is convened:

– every time the Board of Directors deems it necessary,

– if at least 2 are requested to do so / 5 (two fifths) of the members. The Assembly must take place within the month following the one requested.

Article 13 – In the first convocation the Assembly, both Ordinary and Extraordinary, is regularly constituted with the presence of half plus one of those entitled to vote. In second call the Assembly, both Ordinary and Extraordinary, and duly constituted regardless of the number of participants. The Assembly deliberates validly by an absolute majority of the votes of those present on all the issues on the agenda, except in cases in which a different majority is provided. The second call can take place half an hour after the first one. Each adult member has the right to one vote. Minor Members can be represented, without the right to vote, by those who exercise parental authority. Written proxies for the voting year are not permitted. Voting will take place by show of hands or by secret ballot.

Article 14 – To deliberate on the changes to be made to the statute, on the dissolution or on the liquidation of the association, the presence of at least 50% of the members and the favorable vote of the 3/5 (three fifths) of those present is indispensable.

Article 15- The Assembly, both Ordinary and Extraordinary, is chaired by the President of the Association or its delegate. The resolutions adopted must be reported in a special register of minutes prepared by the secretary appointed by the Assembly itself.

Article 16 – The Board of Directors is composed of a minimum of three directors elected from among the members and remains in office for four years. The directors are eligible for re-election.

Article 17 – The Board of Directors elects the President from among its members and establishes the responsibilities of the other directors with regard to the activity carried out. The Board of Directors is granted the power to replace the resigning members and to co-opt other members up to a maximum of 1/3 (one third) of its regularly elected members, unless ratified by the Assembly of Members at its first ordinary meeting

Article 18 – The Board of Directors meets whenever the President deems it necessary or a third of the directors request it. In the absence of the President, the meeting will be chaired by another director delegated by him. The meetings of the Board of Directors will be recorded in the specific Book of minutes of the Board of Directors, by a secretary chosen by the President from among the Presents.

Article 19 – Duties of the Board of Directors are: 1) drawing up the programs of social activity required by the statute on the basis of the lines approved by the Assembly; 2) approving the budgets to be submitted to the Assembly of Members; commitment of the balance sheet to be submitted to the Shareholders ‘Meeting, 4) establishing the membership fees, 5) formulating any internal regulations to be submitted for approval to the Shareholders’ Meeting, 6) deciding on admission in the first instance, suspension, termination and expulsion of members 7) to encourage the participation of members in the association’s activities.

Article 20 – The President has the representation and the social signature. He stipulates all the deeds and contracts of any kind relating to the social activity. It is your care to draw up the financial statements. In the absence or impediment of the President, all of his duties of ordinary administration belong to another specifically appointed Director. The President lapses with the forfeiture of the Board of Directors, by resignation, by loss of the status of member and by the will of the Board of Directors.

Article 21 – The Board of Auditors and Arbitrators. The Shareholders’ Meeting may decide on the possible constitution of a Board of Auditors Auditors where the facts and / or the laws require it. It is composed of three effective members and two substitutes, who, in a plenary session, elect the President from within. The Board meets, when convened by its President, with the rules and the constraints imposed by the current legislation, as regards the trade union activity; on activation of members, for internal justice functions. The Board, for the exercise of its functions, regulates itself.

SOCIAL HERITAGE AND THE BALANCE SHEET

Article 22 – The Shareholders’ equity is indivisible and consists of: 1) the movable and immovable property owned by the Association, 2) contributions, disbursement and different bequests3) from the sums paid by the members (share, attendance fees, etc.) 4) from reserve fund.

Article 23 – The sums paid by way of social quotas are not reimbursable under any circumstances. The company shares are intrasmissibili and not revalued.

Article 24 – The Budget includes the financial year from January 1st to December 31st of each year and must be presented to the Assembly by April 30 of the following year, except as provided in art. 11 of this statute. The rules for drawing up the financial statements are referred to the regulation referred to in art. 27 of this statute and the applicable legal provisions.

Article 25 – The balance sheet surplus will be donated as follows: 1) to the reserve fund; 2) for recreational, welfare, cultural and sporting initiatives; 3) for modernization of the equipment and for new plants.It is forbidden to distribute, even indirectly, profits or operating surpluses as well as funds during the life of the association, unless the destination or distribution are imposed by law.

Article 26 – Activities of the association are financed by: 1) social quotas, i2) attendance fees, 3) any proceeds from the management of services for members, including the administration of food and drink during the activities organized by the association, the management of spacci and the organization of trips and tourist stays.The association can also resort to the credit in the confrontaciones of third and of the propri soci. The member who assumes the role of a substitute for the sums that he will eventually lend to the association, will be paid with a low interest of no more than 4 points at the official discount rate.

DURATION AND DISSOLUTION OF THE ASSOCIATION

Article 27 – The duration of the association is unlimited. The Assembly decides with a majority established by art. 14 of this statute on the dissolution and the designation of the company assets, deducted the liabilities, for one or more purposes established by the present statute, alternatively on the assignment of it to one or more organizations with welfare purposes, having heard the opinion of the eventual organization control pursuant to art. 3 paragraph 190 of the law n. 662/1996. to this end, the Shareholders’ Meeting appoints one or more liquidators.

INTERNAL REGULATION AND REFERRAL

Article 28 – Particular rules and operation and execution of this statute will be arranged with internal regulations to be processed by the Board of Directors with the approval of the Assembly of Members.

Article 29 – For anything not contained in this Statute the rules contained in the National Charter of the affiliating Association, or alternatively, reference is made to the law and to the general principles of the Italian and European Union legal system.