Statute

Repertory no. 474----------------------Folder no.408 ARTICLES OF ASSOCIATION REPUBLIC OF ITALY

In the Year two-thousand and eight, on the seventeenth day of the month of June (June 17, 2008)

in my notary’s studio here in Arzignano, before me, Dott.ssa Claudia Crocenzi, Notary in Arzignano, with studio in Via Basilio Meneghini n. 9/11, registered in the College of Notaries of the combined districts of Vicenza and Bassano del Grappa, the following persons appeared:STECCO, Luigi, born in Cologna Veneta (VR) on April 14, 1949, domiciled in Arzignano (VI), via Piacenza n. 3, who states to have the following tax code number: STC LGU 49D14 C890S;RAMILLI, Luca, born in Riccione (RN) on October 7, 1962, residing in Cesena (FO), via Ex-Tiro a Segno n. 466, who states to have the following tax code number: RML LCU 62R07 H274A;COPETTI, Lorenzo, born in Tolmezzo (UD) on July 15, 1958, residing therein in via Roma n. 54, who states to have the following tax code number: CPT LNZ 58L15 L195G;DAY, Julie Ann, born in Adelaide, Australia, on November 19, 956, residing in Ponte San Nicolò (PD), via G. Rossini n. 13, who states to have the following tax code number: DYA JNN 56S59 Z7OOS;BORGINI, Ercole, born in Savignano Sul Rubicone (FO) on April 9, 1959, residing in Cesenatico (FO), via Romagna n. 53, who states to have the following tax code number: BRG RCL 59D09 I472O;STECCO, Carla, born in Arzignano (VI) on September 16, 1977, residing in Padova, via Barozzi n. 15, who states to have the following tax code number: STC CRL 77P56 A459J;STECCO, Antonio, born in Arzignano (VI), on December 17, 1981, residing in Padova, via Barozzi n. 15, who states to have the following tax code number: STC NTN 81T17 A459H;TURRINA, Andrea, born in Villafranca di Verona (VR) on May 18, 1970, residing in Mozzecane (VR), via G. Falcone n. 1/b, who states to have the following tax code number: TRR NDR 70E18 L949X; BRANCHINI, Mirco, born in Bologna on October 12, 1969, residing therein in via della Beverara n. 68/2, who states to have the following tax code number: BRN MRC 69R12 A944B;RUCLI, Giorgio, born in Cividale del Friuli (UD) on May 11, 1963, residing in Remanzacco (UD), via Zorutti n. 18, who states to have the following tax code number: RCL GRG 63E11 C758B.

the persons before me, stating to be Italian citizens, and of whose identity, I, the notary am sure, request me to accept this deed with the following Recitals:

- that in pursuit of the objectives specified in greater detail below, it is their intention to found a non-profit association that conducts non-partisan, socially useful activities, placing at the disposal of such Association the assets and resources necessary for the execution of its activities, which shall be conducted solely for the purpose of social welfare.

In light of the Recitals above, the following articles are agreed and stipulated:

Art. 1) A social welfare association known as "ASSOCIATION MANIPOLAZIONE FASCIALE" (“FASCIAL MANIPULATION ASSOCIATION”), abbreviated as "AMF" has been founded by the persons appearing before me.

Art. 2) The Association’s registered office is in Arzignano (VI), via Piacenza n. 3.

Art. 3) The Association shall be regulated by these Articles of Association and by its By-laws, which after having been read by me, the Notary, shall be approved and signed by the parties and enclosed to this deed as Annex “A”).

Any questions not expressly covered in these Articles of Association or the enclosed Annex “A” will be subjected to the laws and regulations in force.

Art. 4) The Association shall be of open-term duration.

Art. 5) The Association is non-profit, and intends to exclusively pursue objectives regarding social welfare and conduct socially useful activities. The Purpose of the Association, as better specified in Art. 2 of the enclosed By-laws, is engagement in activities in the sectors of scientific research, social welfare, and healthcare.

The Association is founded with the objective of promoting and supporting research in the field of pain relief in general, and in particular, the field of anatomy and physiopathology of the fascia (the connective structures, tissues, and sheathes of the muscles and the connections between organs), fascial pain, and pain linked to the internal fasciae. It aims to provide scientific grounds for all the methods and theories dealing with the role played by such fasciae in musculoskeletal and internal dysfunctions in living beings and in various pathologies as yet unaccompanied by adequate scientific understanding and in this way, provide benefit to people afflicted by such pathologies.

The purposes of the Association are:

1. scientific research in the field of the anatomy and physiology of the fascia for the better understanding of numerous pathologies linked to the same, correlating alterations of the fascia with variations in posture and proprioceptive alterations, identifying both appropriate diagnostic tools for the analysis of such fascia in living beings and new therapies for the purpose of developing and improving approaches for better diagnosis, cure, and prevention; 2. the teaching of the "Fascial Manipulation" method 3. the distribution of scientific and therapeutic knowledge regarding the method for greater public awareness of the various types of fascial pathologies; 4. the training of new teachers; 5. the formulation of assessment, diagnostic, and functional protocols for pathologies of fascial origin;6. the promotion of meetings between representative trade and other associations concerned with pain of fascial origin; 7. the organization of training courses at every level.

 

For such purposes, the Association proposes to:

- promote and support scientific research into the causes, treatment, and prevention of myofascial pain pathogenesis through the assessment of current internationally accepted diagnosis criteria;

- provide a source of information and updating (through the publication of articles and books, the organization of courses and seminars, the creation of websites, etc.) and stimulation to further research regarding diagnosis and therapy using the "Fascial Manipulation" method;

- create communication channels also international level between researchers in order to permit the exchange of information and cooperation among the same;

- stimulate the institution of healthcare centers for the greater public awareness of pathologies linked to the fascia and the consequent therapeutic approach, promoting by every means the spread of information to healthcare professionals and supporting every activity conducted for the physical and psychological wellbeing of people affected by such pathologies;

- cultivate relations with public administrations, local and national public health authorities, universities, hospitals, and public and private agencies and institutions that pursue objectives pertinent to the Association’s activities. To such end, the Association is empowered to stipulate special agreements or conventions and establish working relationships with such parties;

- cultivate relations with international associations having similar purposes;

- raise funds in support of the Association’s purposes, also through the staging of events;

- safeguard the "Fascial Manipulation" method as defined and developed by its founder.

Art. 6) The Association’s assets shall consist - as better specified in Art. 5 (five) of the enclosed By-laws – of the following: of both the initial and subsequently annual membership fees, donations by members, any non-compulsory extraordinary contributions that may be requested of members related to specific Association needs and operations; of contributions (fees, study grants, reimbursements and contributions, expenses, checks, prizes, subsidies, municipal, provincial, regional and national government contributions, contributions from public agencies, natural and legal persons based in both Italy and abroad, the European Union, and other international organizations); disbursements, donations, and legacies; other income generated by capital subscriptions, events and other activities sponsored, promoted, or curated by the Association, its individual members, or third parties;

- any other source of compatible income destined to the Association.

Art. 7) The Association will have the following institutional bodies:

- the Assembly of Members; the President; the Executive Council; Secretary; Treasurer; Auditor; Teachers’ Board.

All Association bodies render their services free of charge.

Art. 8) The function, powers, and operating methods of the institutional bodies mentioned in Art. 7 (seven) above are those specified in Art. 7 (seven)), 8 (eight), 9 (nine), 10 (ten), 11 (eleven) and 12 (twelve) of the enclosed By-laws.

The President is assigned the power of legally representing the Association before third parties and in court of law, and the power of signature.

Art. 9) The persons appearing before me appoint the Association’s appointed offices as follows:

The Executive Council shall be composed of 5 (five) members, and specifically:

STECCO, Luigi, President;COPETTI, Lorenzo, Vice President; RAMILLI, Luca, Secretary; BORGINI, Ercole, Treasurer; BRANCHINI, Mirco, Representative of the Teachers Board and Training Director.

The persons appearing before me state to accept their roles and that they are not impeded by any ineligibility or forfeiture specified by Law.

The Executive Council composed as above shall remain in office for 3 (three) years.

The persons appearing before me authorize the President to amend these Articles of Association and the enclosed By-laws with any modifications required subsequently by the administrative authorities.

Art. 10) The expenses and charge for this and any consequential deeds must be borne by the persons appearing before me. As regards the content of Law Decree N. 196 dated June 30, 2003 (Art. 13), the persons appearing before me state to have read the informative letter specified by such Decree and in compliance with the same  expressly authorize me, the Notary, as the “Data Controller” for the processing of all data contained in this deed for its implementation and the execution of all requirements in respect of the law  also in regard to anti-money laundering and to the organizational, administrative, accounting and fiscal needs of this Notary studio.

At the request of the persons appearing before me, I, the Notary, have accepted this deed typed partially by a trusted person and partially in my own hand on  eleven pages of three sheets and read it to the persons appearing before me, who state that it reflects their true intentions and provide their signatures below together with mine, the Notary, at the exact hour of nine pm.

Signatures of: Luigi Stecco, Luca Ramilli, Lorenzo Copetti, Julie Ann Day, Ercole Borgini, Carla Stecco, Antonio Stecco, Andrea Turrina, Mirco Branchini, Giorgio Rucli, Claudia Crocenzi, Notary

 

Annex "A" to Articles of Association, Repertory no.474------------Folder no. 408

"FASCIAL MANIPULATION ASSOCIATION"

STATUTE

Art. 1 BY-LAWS

A social welfare association known as “FASCIAL MANIPULATION ASSOCIATION” abbreviated as  "AMF" has been founded.

Art. 2 PURPOSES

The Association is non-profit, and intends to exclusively pursue objectives regarding social welfare and conduct socially useful activities. The Purpose of the Association, is engagement in activities in the sectors of scientific research, social welfare, and healthcare.

The Association is founded with the objective of promoting and supporting research in the field of pain relief in general, and in particular, the field of anatomy and physiopathology of the fasciae (the connective tissue structures that sheathe muscles and provide connections between organs), myofascial pain, and pain linked to the internal fasciae. It aims to provide scientific grounds for all the methods and theories dealing with the role played by such fasciae in musculoskeletal and internal dysfunctions, and in various pathologies afflicting the public which are, as yet, unaccompanied by adequate scientific understanding and, in such way, provide benefit to people afflicted by such pathologies.

The purposes of the Association are:

1. scientific research in the field of the anatomy and physiology of the human fasciae for a better understanding of the numerous pathologies linked to the same, correlating alterations of the fasciae with postural variations and proprioceptive alterations, identifying both appropriate diagnostic tools for the analysis of such fasciae in living beings and new therapies for the purpose of developing and improving approaches for better diagnosis, cure, and prevention; 2. the teaching of the "Fascial Manipulation" (also known as "Manipulation of the Fascia") method 3. the distribution of scientific and therapeutic knowledge regarding the method for greater public awareness of the various types of fascial pathologies; 4. the training of new teachers; 5. the formulation of assessment, diagnostic, and functional protocols for pathologies of fascial origin; 6. the promotion of meetings between associations that represent persons afflicted by pain of fascial origin; 7. the organization of training courses at every level.

 

For such purposes, the Association proposes to:

- promote and support scientific research into the causes, treatment, and prevention of fascial pain pathogenesis through the assessment of current internationally accepted diagnosis criteria;

- provide a source of information and updating (through the publication of articles and books, the organization of courses and seminars, the creation of websites, etc.) and to stimulate further research regarding diagnosis and therapy regarding the "Fascial Manipulation" method;

- create communication channels also at international level between researchers in order to permit exchange of information and cooperation among the same;

- stimulate the institution of healthcare centers for greater public awareness of pathologies linked to the fascia and the consequent therapeutic approach, promoting by every means the spread of information to healthcare professionals and supporting every activity conducted for the physical and psychological wellbeing of people affected by such pathologies;

- cultivate relations with public administrations, local and national public health authorities, universities, hospitals, and public and private agencies and institutions that pursue objectives pertinent to the Association’s activities. To such end, the Association is empowered to stipulate special agreements or conventions and establish working relationships with such parties;

- cultivate relations with international associations having similar purposes;

- raise funds in support of the Association’s purposes, also through the staging of events;

- safeguard the "Fascial Manipulation" method as defined and developed by its founder.

The Association is expressly prohibited from conducting any activities other than those above. The Association may, however, conduct activities that are directly linked to or are deemed accessory or complementary to the same.

The Association is therefore empowered to conduct any other cultural or recreational activity, and to perform any economic or financial transactions, also involving movable or immovable property, to achieve its purposes more effectively given that such activities are directly linked to those listed in the Articles of the Association and complement the same and are not granted priority over the latter.

Solely for the purpose of self-financing and not for the sake of monetary gain, the Association is therefore empowered to conduct auxiliary and accessory activities for the achievement of its objectives.

The Association is open to anyone who shares its principles of social welfare and usefulness. The Association’s By-laws are inspired by criteria of democracy and equal rights for all members; association bodies are appointed and any member can be nominated for election.

Art. 3 TERM AND REGISTERED OFFICE

The Association shall be of open-term duration.

The Association’s registered office is in Arzignano (VI), via Piacenza n. 3.

Art. 4 MEMBERS

Persons who share the Association’s purposes and have completed a basic training course in the "Fascial Manipulation” Method can be admitted as members. The admission of a new member or the refused of admission of the person in question is decided by the Executive Council. Upon admission, members must pay the initial membership fee established annually by the Executive Council.

Members are also required to both pay the annual membership fee established by the Executive Council and to take part in Association life.

The membership fee is non-transferable except for transfers due to death and can not be revalued.

Members are disciplined by the Association’s rules and methods. Temporary participation in Association life is expressly prohibited.

Any person with the requisites and desire to become an Association member can submit a written application to the Executive Council stating to share the Association’s objectives and approve and respect its By-laws and any future amendments to the same. The Executive Council will rule on the acceptance or rejection of said application within 60 (sixty) days. Whenever said application is accepted, membership shall be granted only after the aspiring member has paid both the initial and the annual membership fees. Rejection of application for membership must be notified in written form to the person in question with an explanation for the decision, in which case the aspiring member shall have the right to appeal such decision within 30 (thirty) days to the General Assembly of Members, which shall consider such appeal at its next Assembly.

Upon gaining membership, the member pledges to respect these Statute By-laws.

Members are classed as:

- Ordinary: all those who have requested and been granted membership by the Executive Council on the basis of the requisites possessed;

- Honorary: all persons nominated by the President and approved by the General Assembly of Members; honorary members are not required to pay the initial and the annual Association membership fees;

- Supporters: Ordinary members who in addition to paying the ordinary membership fees also make voluntary extra contributions to the Association;

- Teachers: Ordinary members who have completed the training defined by the Teachers’ Board. The ratification of appointment to the role of teacher of every aspiring member who has successfully completed such training is the decision of the Executive Council. Teachers have the same rights and responsibilities as Ordinary members while also being part of the Teachers’ Board.

Members assume no liability beyond the payment of Association membership fees. Withdrawing members are not entitled to any form of reimbursement.

The Executive Council has the right to appoint as Sympathizers any persons who do not wish to be listed as members but voluntarily make a monetary contribution and above all intend to participate in the achievement of the Association’s purposes. Sympathizers are not entitled to vote.

Membership can be lost through death, withdrawal or exclusion.

Exclusion is decided by the Executive Council for arrears of more than six months in the payment of membership fees or the execution by the member of activities in contrast or competition with those of the Association, or in other words, whenever the member does not respect the Association By-laws or rules or resolutions of the  General Assembly of Members or the Executive Council.

Exclusion must be communicated by registered letter with notice of receipt specifying the reasons for the same. Exclusion is ratified by the General Assembly of Members at its next Assembly but becomes effective immediately upon communication by the Executive Council.

Every member has the right to withdraw from the Association by sending written notice to the Executive Council at least 3 (three) months prior to the date of the closing of the business year. Whenever exercised with the notice specified above, withdrawal becomes effective on the date of closing of the business year in question.

Members who have withdrawn and/or have been excluded and no longer take part in the Association are not entitled to the reimbursement of the membership fees or contributions paid and have no rights of any kind to Association assets.

All members are entitled to be informed on Association activities, participate in Assemblies with the right to vote, be elected to Association bodies, access the services offered by the Association, and propose projects and activities to the Executive Council. The existence of different classes of member does not imply any difference in the treatment or rights thereof. The election of Association bodies cannot be limited in any way, and takes place according to criteria of the maximum freedom and participation of the active and passive electorate.

Members are obliged to respect these By-laws, any other regulations and the resolutions passed by the Association bodies, and to provide support in the execution of Association activities primarily by offering their own personal effort spontaneously. All such services by members are rendered free of charge barring the reimbursement of expenses duly documented and authorized.

Art. 5 ASSETS

The Association’s assets shall consist:

- of both the initial and subsequent annual membership fees; donations by members; any non-compulsory extraordinary contributions that may be requested of members related to specific Association needs and operations;of contributions (fees, study grants, reimbursements and contributions, expenses, checks, prizes, subsidies, municipal, provincial, regional and national government contributions) from public agencies, natural and legal persons based in both Italy and abroad, the European Union, and from other international organizations; of disbursements, donations, and legacies; of other income generated by capital subscriptions, events and other activities sponsored, promoted, or curated by the Association, its individual members, or third parties; of any other source of compatible income destined to the Association.

The Association’s indivisible equity consists of:

- its movable and immovable property; donations, legacies or inheritance.

Individual members cannot request the division of the Association’s shared resources even while the Association is still in life.

Proceeds of activities, operating profits and surplus, as well as the funds, reserves, or capital shall not be distributed even indirectly during the life of the Association unless such allocation or distribution is required by law, and for such reason shall be carried forward, capitalized, and used for the execution of institutional activities and those directly connected to the same and to the achievement of the Association’s purposes.

Art. 6 ASSOCIATION BODIES

The Association has the following institutional bodies:the Assembly of Members; the President;the Executive Council; Secretary; Treasurer; Auditor; Teachers’ Board.

All Association bodies render their services free of charge.

Art. 7 THE GENERAL ASSEMBLY OF MEMBERS

The General Assembly of Members is formed by teacher members, ordinary members, honorary members, and supporter members. All members have the right to attend and vote at both Ordinary and Extraordinary Assemblies of Members regardless of their category of membership, provided they have paid their annual membership fees.

Each member is entitled to one vote only and may represent only a maximum of two other members by written proxy.

General Assemblies of Members are convened by the President at least once a year, whenever deemed necessary by the Executive Council, or whenever requested by at least one tenth of the members. Convocation notice must be sent at least 30 (thirty) days prior to the date of the meeting and must specify the meeting’s agenda, date, hour, and location. Convocation notice must be sent by e-mail with confirmation of receipt or – for members who have expressly requested the use of the following means of communication – registered letter with notice of receipt. Convocation notice may specify a second call for the meeting with a different date and hour, than the first call.

Assemblies of Members can be Ordinary or Extraordinary. Assemblies convened for the amendment of the By-laws of the Statute or the dissolution of the Association are deemed Extraordinary Assemblies of Members. Assemblies of Members for all other reasons are deemed Ordinary.

Ordinary Assemblies of Members in first call are deemed duly constituted with the presence of half of the members plus one; Ordinary Assemblies of Members in second call are deemed duly constituted with any number of members present. Assemblies of Members in both first call and second call resolve with the majority of the members present plus one.

Extraordinary Assemblies of Members for the amendment of Statute By-laws in first or second call are duly constituted with the presence of a majority of members and resolve with the favorable vote of at least two thirds of those present.

Extraordinary Assemblies of Members convened in either first or second call for the dissolution of the Association and the devolution of its assets in compliance with the law resolve with the favorable vote of at least three quarters of the members.

Each member has the right to consult the Minutes of the Assembly and request a copy of the same at his or her own expense.

Ordinary Assemblies of Members:

- approve the annual final balance sheet presented by the Executive Council and accompanied by the Auditor’s Report; appoint the Executive Council and the President; propose activities, indicating the method and organizational support required; ratify the exclusion of members resolved by the Executive Council; resolves on every other topic that the Executive Council submits to its attention.

Both Ordinary and Extraordinary Assemblies of Members are chaired by the President of the Executive Council or in his or her absence or impediment, by the Vice President, or in the absence or impediment also of this latter, by the member of the Executive Council with greatest seniority. General Assemblies of Members appoint a Secretary for the drafting of the Assembly’s Minutes signed by both the President and the Secretary. The Minutes are entered into the appropriate Register kept by Association Secretary.

Art. 8 EXECUTIVE COUNCIL

Il Executive Council is composed of five members (President, Vice President, Secretary, Treasurer, Representative of the Teachers’ Board), four of which are elected by the General Assembly of Members upon indication from the President, one of which elected by the Teachers Board from among its members. The Executive Council shall have a term of office of 3 (three) years and its members can be re-elected.

The Executive Council is granted all powers of ordinary and extraordinary Association administration barring those reserved to the General Assembly of Members by law and these By-laws, and barring those reserved to the competence of the Teachers’ Board.

The Executive Council prepares the annual final balance sheet and submits it to the approval of the General Assembly of Members. The Executive Council rules on the acceptance or refusal of admission of new members; it can nominate Honorary members and attribute the title of Sympathizers; establishes the initial and annual membership fees; establishes ways for the procurement of the funds necessary for ordinary and extraordinary operating expenses.

The Executive Council meets when convened by President and whenever requested by at least two members of the Executive Council. In such case, convocation must be made within twenty days of the request. The convocation notice must be sent at least 7 (seven) days prior to the date of the meeting and must specify the meeting’s Agenda, date, hour, and location. Convocation notice must be sent by e-mail with confirmation of receipt or – for Executives who have expressly requested the use of the following means of communication – registered letter with notice of receipt.

Meetings of the Executive Council are validly convened when more than half of the total number of Executives is present and resolves with the favorable vote of the majority. Minutes must be drafted at each meeting and entered in the Executive Council Meeting register kept by the Association Secretary.

Il Executive Council can in any moment distribute among its members other functions regarding specific needs linked to Association activities.

Whenever the majority of the Executive Council for any reason falls from office,  the entire Executive Council will be deemed fallen from office as of the date of acceptance of office of the new Executives nominated by the General Assembly of Members. In the meantime, the Executive Council shall be empowered to perform only operations of ordinary administration. For as long as the majority of Executives appointed by the General Assembly of Members remains in office, whenever one or more Executives leave office prior to the expiry of their mandate, the Executive Council shall proceed to their replacement through co-option. Co-opted Executives remain in office until the expiry of the mandate of the Executives appointed by the General Assembly of Members.

Art. 9 PRESIDENT

The President elected by the General Assembly of Members is granted the power of representing the Association before third parties and in court of law and, barring the content of Art. 12 below, the Presidency of the Executive Council and the General Assembly of Members.

The President convenes the Ordinary and Extraordinary General Assemblies of Members, meetings of the Executive Council, and meetings of the Teachers Board.  The President monitors the satisfactory development of Association activities and the operation of the Association’s structures and services.

In the event of absence or impediment, the President is replaced by the Vice-President elected by the Executive Council.

In such case, the Vice-President will assume the power of representing the Association before third parties and in court of law and proceed to the execution of the resolutions of the Executive Council. The President is granted the power to open current bank accounts and apply for bank credit.

Art. 10 SECRETARY AND TREASURER

The Secretary is selected from among the members of the Executive Council and is responsible for drafting the Minutes of the Executive Council and the Assembly of Members to be entered into the books entrusted to his or her care together with the book of members.

The Treasurer is responsible for the Association’s administration and financial management and the keeping of its accounting books. The Treasurer drafts the Final Balance Sheet profit and loss account on the basis of calculations made and the information provided by the Executive Council. In light of such responsibilities assigned, the Treasurer is granted the power to work with banks and post offices, including the power to open or close current accounts, sign checks to drawers, make withdrawals, endorse checks for encashment, and perform any and every other operation required by the tasks assigned by Association bodies. For the compendium of the documents required by the fulfillment of his or her duties, the Treasurer is granted the power of signature for sums to the maximum amount defined by the Executive Council.

Art. 11 TEACHERS BOARD

The Teachers Board is composed of the Association’s Teacher members and is responsible for: determining training course programs; attributing reimbursements of expenses for teaching services; determining the training program for aspiring teachers; revoking the license of any teacher of the method excluded from the Association; and electing a representative to serve as member of the Executive Council.

Each member of the Teachers Board is empowered to represent the Association in the stipulation of contracts dealing with training courses for the teaching of the "Fascial Manipulation" method.

The Teachers’ Board meets whenever convened by the President, whenever deemed appropriate by the Executive Council or whenever requested by at least two Teacher members. The Teachers Board meets at least once a year.

The methods to be adopted for convocation and constitution of such meetings are the same as those specified for Ordinary Assemblies of Members with the exception that the convocation notice need be sent only 7 days prior to the meeting. The Teachers Board is required to draft Minutes of its meetings and to keep the same in the respective book.

Art. 12 AUDITOR

The role of Auditor shall be filled by one party appointed by the Assembly of Members from persons of proven competence and expertise who need not necessarily be a member of the Association.

The Auditor shall remain in office for 3 (three) years and can be re-appointed. The role of Auditor is incompatible with the role of member of Executive Council and Treasurer and cannot be filled by one of the same. The payment to the Auditor – whenever non an Association member - is established by the Executive Council in respect of the laws in force.

The Auditor is responsible for verifying that the Association’s accounting books are kept regularly and for controlling the state of its cash account. The Auditor checks the final Balance sheet and the budget, and submits to the Assembly of Members a written report on the same to be filed at the Association’s registered office by the Executive Council. The Auditor attends the meetings of both the Executive Council and the Teachers Board, and monitors the administration of the Association and the respect of these By-laws.

Art. 13 ASSOCIATIVE OFFICES

Members engage in activities primarily free of cost. Reimbursement is envisioned for duly documented expenses incurred during the execution of activities within the limits established by the Assembly of Members. In cases of particular need, the Association can hire employees or avail of the services of freelance professionals.

Art. 14 BALANCE SHEET

The Association’s corporate year and financial year will start on January 1st and end on December 31st.

Il Executive Council shall prepare a draft version of the balance sheet to be submitted to the Assembly for approval.

The Association Balance sheet is composed of a profit and loss account for each corporate year. At least 20 days prior to the Ordinary Assembly of Members convened for the approval of the Balance sheet, the Executive Council, together with the report from the Auditor, files at the Association’s registered office both the Final Balance Sheet and budget for the year in progress for consultation by any member.

The Balance Sheet must be approved by April 30 of the year following the closure of the financial year in question.

Art. 15 DISSOLUTION

The dissolution of the Association is resolved by Extraordinary Assembly of Members as specified in Art. 7.

Whenever the Association is dissolved, its equity shall not be divided among its members but at the proposal of the Executive Council approved by the Assembly shall be devolved entirely to other associations operating in identical or similar sectors or in fields of social useful activity.

Art. 16 COMMUNICATIONS

All the communications envisioned by these By-laws have been sent to the addresses of Association’s members indicated by the same.

The members are required to communicate any variations in the addresses above.

Art. 17 COMPETENT COURT OF LAW

For any and all controversies that arise between two or more associates and/or  between the Association and one or more members, the exclusively competent Court of Law shall be the Court of Vicenza.

Art. 18 MISCELLANEOUS

Any questions not expressly covered by these By-laws are subject to the principles of the Italian Civil Code and laws in force.

Signatures of: Stecco Luigi, Luca Ramilli, Lorenzo Copetti, Julie Ann Day, Ercole Borgini, Stecco Carla, Stecco Antonio, Andrea Turrina, Mirco Branchini, Giorgio Rucli, Claudia Crocenzi, Notary

 

 

 

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