Article 1. Name and Registered Office
According to the existing legislation the Association called OpenMed is set up with registered office based in Cagliari Viale Cristoforo Colombo, hereafter designated as OpenMed. The Association is regulated by the Italian Civil Code, D.Lgs. No 460 of 4 December 1997 and by the present Statute, and is not for profit. Any possible profits shall be devolved to the achievement of institutional goals described in Article 3.
Article 2. Duration of the Company
The Association shall conduct its activities for a period of 25 years ending 30th June 2039. At the end of this period the associates meeting up in the extraordinary General Meeting may, however, extend its duration.
Article 3. Aims and corporate purpose
OpenMed is a non-political and non-profit free Association, whose specific purpose is of promoting and fostering the exchange processes and integration between territories of different countries, in particular, but not exclusively, in the Mediterranean area, through the implementation of projects and cooperation initiatives in social, cultural, environmental and economic fields.
In order to achieve its goals, the Association specific aims are:
- To encourage opportunities of debate between different European and Mediterranean stakeholders to determine their own future and to plan joint initiatives;
- To influence the planning processes (at all levels, starting from the local community and upwards) driving it towards sustainable development based on promotion of local resources;
- To promote practical measures in the area to achieve best practices of sustainable development based on promotion of local resources;
- To actively participate in cooperation initiatives funded by EU or other supporters, by creating project partnerships or designing and managing actions for third parties as well;
- To organize and manage international entertainment information and training for activities;
- To acquire all material and intangible tools aiming at the achievement of the associative purposes;
- To negotiate agreements with other associations and/or third parties;
- To accept sponsorships and donations from third parties, on a purely instrumental and non-primary circumstances;
- To conduct studies and research of economic analysis also internationally, in fields of interest for the development and cooperation in the Euro-Mediterranean and international context;
- To devise and carry out communication campaigns both in the Euro-Mediterranean and international context as well.
In order to achieve the corporate purposes, the Association may carry out all the commercial industrial and financial operations, by activating sureties and guarantees as well.
Article 4. The members
The membership is open to all those who are interested in realizing institutional activities and share its ideals.
The membership is voluntary according to the procedures described in Article 5.
Members are divided into:
- Founding members who are all those who undersigned and participated in the Constituent Assembly acting as the constitution of the Association;
- Ordinary members who are all those joining at a later stage;
- Honorary or deserving members who are all those who are awarded this title by the Assembly, for the crucial contribution through their work or their beliefs and material support to the aims of Association.
All members are entitled to vote, with the exception of minors.
Honorary members may be exempt from payment of social quotas.
Article 5. Procedures for admission of new members
Admission to membership shall be subject to submission of a written application. The Assembly shall decide on proposal of the Board of Directors. Any rejection must be motivated. The Board of Directors shall register new members in the members register.
Article 6. Loss of membership status
Membership is lost for death, exclusion, forfeiture or recess. The recess the members shall be notified to the association in writing at least three months before the end of the current year (see article 2 c.c.)
The exclusion of an associate-member can be pronounced only by the General Assembly:
- for conduct contrary to the aims of the association;
- for persistent violations to statutory and regulatory duties;
- for causing moral and material damage to the association;
- for unworthiness;
- for any other serious reason (see article 243 c.c.).
Membership is automatically lost for non-payment of yearly fees. Any outstanding amounts must be notified to the associate before exclusion, in order to allow right of reply except in the event of decadence for non-payment, for which exclusion takes place automatically by the date of the payment deadline. The excluded member is not entitled to subscription refund. (see article 244 c.c.).
Article 7. Rights and obligations of members
All members are entitled:
- to participate effectively to the Association activities;
- to participate in the Assembly with right to vote;
- to access to associative positions;
- to inspect all approved acts and all documentation relating to the management of the association with the possibility to obtain a copy.
All members are required:
- to abide by and comply with this Statute’s rules and any internal regulations and decisions legally adopted by the association bodies;
- to attend the association, working with the corporate bodies for the realization of Association’s aims;
- to keep proper behavior towards the Association and not to implement initiatives in conflict with the aspirations animating the work;
- to pay the annual membership fee.
Article 8. Corporative Bodies
The bodies of the Association are:
- Board of Directors;
- Vice President;
- Secretary Treasurer;
- Head of Communications;
The election of the Corporative Bodies cannot be bound or limited in any way and is conducted in accordance to the maximum freedom to participate in order to vote and be elected.
Article 9. Assembly
The Assembly consists of all members and is the main body of Association. It is chaired by the President. Every member may be represented in the Assembly by another member with a written proxy. Each member cannot have more than two proxies.
Article 10. Convocation of Assembly
The Assembly meets in ordinary session convened by the President at least once a year to approve the financial statements and whenever the President or the Governing Council or at least one tenth of the members deem it necessary (see Article 20 c.c.).
In the ordinary session the Assembly directs/supervises/manages the whole life of the association and in particular:
- approves the End of the Year balance sheet and budget plans;
- elects the members of the Governing Council;
- approves any internal regulations and variations;
- decides on the admission and exclusion of members;
- acts on all matters relating to the management of the Association that the Board of Directors see fit to subject.
In the extraordinary session the Assembly decides:
- on amendments to the Memorandum of Association and the statute;
- on the dissolution of the Association and the disposal of assets.
Both the ordinary and extraordinary assembly are chaired by the President or, in his absence, by the Vice President and, in the absence of both, by the most senior member of the Board of Directors; convocation are sent out by missive letters which must be delivered to the members even by e-mail at least 15 days (reduced to 7 days in case of urgent call) before the date of the meeting and contain: Agenda, Place, Date and Time of the first and the second call, which cannot be fixed until at least 10 days (reduced to 5 in case of urgent call) from the first call, or alternatively by a similar notice to be affixed to the bulletin board of the head office at least thirty days before the date of the Assembly.
Lacking formal convocation or non compliance with the terms of notice, any meetings attended in person or by proxy by all members are valid.
The Assembly can also be held remotely by using computer tools for video conference.
Article 11. Validity of Assembly
The meeting is validly held on the first call if at least half of the members are attending in person or represented by proxy.
On the second call, the meeting is validly constituted regardless of the number of members attending in person or represented (see Article 21 c.c.).
Article 12. Voting
Resolutions made by the Assembly are valid if approved by the majority of those present, except as regards to the amendments of the Memorandum and Articles of Association and the Statute, which require the presence of at least three quarters of the members and the vote of the majority of those present, and to decisions concerning the dissolution of the association and the subsequent disposal of the remaining assets that require the presence of three quarters and the favorable vote of everyone present (see Article 21 c.c.). Administrators do not vote in the resolutions approving the budget and those that affect their responsibility (see Article 21 c.c.).
Article 13. Verbalization
Resolutions taken by the Assembly shall be registered in a Minute Book by the Secretary-Treasurer who shall sign jointly with the President.
The minutes with the Assembly Resolutions shall be affixed to the office bulletin board and / or sent by hard copy and / or by e-mail to each associate.
Article 14. Board of Directors
The Board of Directors is the body governing and managing the Association. It consists of a minimum of 3 and a maximum of 7 members appointed by the Members of Assembly and chosen among the associates.
Two of the members of the Board of Directors shall be respectively Secretary-Treasurer and Head of communications.
The members of the Board of Directors remain in charge for 4 years and may be re-elected. Founding members may be members of the Board and so can Ordinary and Honorary members, after approval by the majority of founder members.
Should one or more members of the Board of Directors step down from office due to resignation or other causes, the Board can replace any of them and appoint the first among non-elected who shall remain in charge until the expiry of the whole Board.
In the event that more than half the members of the Board leaves office the Assembly shall appoint a new Board of Directors.
The Governing Board appoints a vice President and a Secretary treasurer within it.
The Governing Board has the following tasks:
- to ensure the implementation of deliberations made by the Assembly;
- to manage the organization of all activities of the association;
- to ensure compliance with statutory obligations and regulations;
- to prepare regulations as deemed progressively necessary, submitting them to the Assembly approval
- to prepare the financial statements and the estimated budget plans;
- to arrange day to day business which is not direct responsibility of the Assembly included decisions on the annual membership fee.
The Board of Directors shall be chaired by the President, in his absence by the Vice President and in the absence of both by the most senior member of the Board. The Board of Directors shall be convened whenever the President deems it appropriate or at least two-thirds of the directors ask for it. It shall take its decisions with the presence of a majority of the members and the affirmative vote of a majority of those present.
In the event of a tie in the voting, the Presidents has the casting vote Invitations to the meetings shall be made by notice in writing or by e-mail, and shall be delivered at least 15 days (reduced to 7 in the event of an emergency meeting) before the date of the meeting. The invitation shall contain agenda place date and time of the session. Lacking formal convocation or terms of the notice having not been met, meetings attended by all members of the Board of Directors shall be considered equally valid.
Reports of every meeting of the Board recorded by the Secretary-treasurer shall be signed by him and by the President and filed. The unjustified absence of one of the Directors for more than three annual meetings of the Board involves his immediate removal from Office. The removed Director cannot be immediately re-elected.
The Board of Directors may temporarily invest one or more of its members with power to perform certain actions or categories of actions in the name and on behalf of the Association. The Board of Directors gathered remotely by using computer tools for video conference is allowed.
Article 15. President
The President is elected by the Assembly by majority vote. He is the legal representative of the Association as well as President of the Assembly of associates and Board of Directors. In his absence or obstacle, his functions are performed by the Vice President and in the absence of both, by the eldest member of the board.
The President has signatory powers on social acts committing the association towards the members and third parties. He shall implement the decisions of the Board of Directors or, in case of emergency, take its powers, asking ratification of the measures taken, at the first meeting, which shall be convened impromptu.
Article 16. Vice-President
The Vice-President represents the Association whenever the President is not available and when he has received the appropriate proxy by the President himself.
Article 17. Secretary-Treasurer and Head of communication
The Board of Directors chooses the Secretary-Treasurer amongst its associates. He is in charge of Association secretariat’s Office and is responsible for the processing of day-to-day matters, according to the guidelines given by the President.
He signs daily mail and performs any other task entrusted by the President and conferred by the Statute. He is responsible for handling cash and bank transactions and he reports monthly to the Board of Directors on the use of any spending the Association encounters carrying out its social activities.
The Head of Communication deals with all the Association external communications activities, especially with regard to the use of digital media. He performs his activities according to the directives given by the President.
Article 18. Gratuitousness of positions
All the positions mentioned in this statute are usually performed for free, except for reimbursement of documented expenses incurred on behalf of the Association.
Article 19. Assets
The corporate assets are indivisible; this is where the Association gets its economic resources for its own functioning and for conducting its activities. It consists of:
- Real Estate property received by the association as a deed or gift.
- Contributions from members;
- Different contributions like grants, gifts and legacies;
- Any other income coming from occasional commercial activities directly related to the achievement of the aims of Association.
The members contributions consist of the annual membership fees and of any extraordinary contributions determined by the Assembly which decides the amount.
The Association shall use any profits or surpluses for the realization of institutional activities and those directly related.
Article 20. Financial Year
The Financial Year runs from 1st January to 31st December. Within 120 days of Financial Year’s End, the Board of Directors draw up the draft financial statements and the estimated budget for the following year, to be approved by the Shareholders’ Meeting, (see Article 20 c.c.).
Budgets shall be stored at the association’s Registered Office and / or sent via hard and / or digital copy to members within 15 days before the convened Assembly.
Article 21. The Corporate Books and Accounting Records
The essential corporate books and accounting records the Association shall keep are:
- Book of members;
- Book of the meetings and resolutions minutes of the Assembly;
- Book of the meetings and resolutions minutes of the Board of Directors;
- Cash book.
All documents included in the corporate and accounting books are filed in the “Book of the Acts of the Association”.
Article 22. Dissolution
The strike off/liquidation of Association (see Article 27 c.c.) is approved by absolute majority by the Members Assembly which shall appoint one or more liquidators preferably among the directors and/or the members, and establish their responsibilities. In the event of dissolution for any reason the association donates its assets to other organizations with the same or similar aims (see Article 31 c.c.).
Article 23. Disputes
Any dispute arising from associative relations shall be delegated to informal arbitration and the solution shall have the meaning and value of the transaction among three amicable arbitrators, two of them nominated by contending parties and the third one by the previous two or, failing agreement, by the association’s Court of territorial jurisdiction.
Article 24. Referral
For all matters not explicitly mentioned in this statute, the provisions contained in the Italian Civil Code and the current laws shall be applied.