Courtesy translation. The Italian version is the only legally binding text.
An association is hereby established under the name "Associazione per la REStituzione CONsapevole del Debito Ambientale - RESCONDA" (Association for the Conscious Repayment of Environmental Debt). Its registered office is in Turin, at Strada dei Tetti Bertoglio 79. Any transfer of the registered office or establishment of a secondary office shall not require an amendment to the Statute.
The association is established for an unlimited period and may be dissolved by resolution of the Extraordinary General Meeting.
The association is non-profit and operates without discrimination on grounds of nationality, politics, religion or gender;
The objective of the association is to devise and promote initiatives aimed at:
The association intends to act as a qualified interlocutor for the development of information and awareness-raising activities and tools on environmental issues, in the search for a new social and economic model in which the creation and development of goods and services is determined by the natural resources available and necessary for that purpose (including the capacity to dispose of such goods and services at the end of their life cycle), as set out by the Club of Rome in its documents on the limits to growth.
To this end, the association carries out the following activities:
In pursuing its aims, the Association may hire or engage experts, technicians, artists, lecturers or other specialised personnel from outside the Association.
The above activities are carried out by the Association mainly through the services provided by its members.
Members are divided into the following categories:
The division of Members into the above categories does not imply any difference in treatment with regard to their rights and duties towards the Association.
To obtain the status of Member, each applicant must submit a signed application on the appropriate form, delivering it in person or sending it by post and/or e-mail to the Board of Directors.
If no notice of rejection of the application is given by the Board of Directors within 90 days of the date of its submission, the application shall be deemed accepted.
The Board of Directors may propose the rejection of the application to the General Meeting of Members, which decides by a 2/3 majority. Any rejection of the application must state the reasons, and the applicant may appeal against that decision to the first General Meeting convened thereafter.
A member who is up to date with the annual renewal of membership:
The rights of an individual member may be restricted or suspended in accordance with the procedures of this Statute
Each Member must:
The status of “Member” is lost through death, withdrawal, default in payment or expulsion. Default in payment is declared by the Board of Directors.
Resignation as a member must be made in writing, delivered in person or sent by post and/or e-mail to the Board of Directors, and takes effect immediately upon receipt.
Expulsion is resolved by the Board of Directors against a member or supporter:
The decision of the Board of Directors must subsequently be ratified by the first ordinary General Meeting of Members. During that meeting, to which the member concerned must be summoned, the charges are examined in an adversarial hearing with the member concerned.
Expulsion must be notified to the expelled member and becomes effective upon its entry in the register of members.
Failure to pay the annual membership fee within two months from the start of the financial year results in the automatic forfeiture of membership without the need for any formality.
Members who have withdrawn, forfeited membership or been expelled are not entitled to reimbursement of the membership contribution paid.
The economic and financial resources for the operation of the Association derive from:
These resources contribute to forming the common fund, which may never be divided among the members during the life of the association or upon its dissolution. The distribution, even indirectly or on a deferred basis, of profits or operating surpluses, as well as of funds, reserves or capital, is prohibited, unless such allocation or distribution is required by law. The Association is obliged to reinvest any operating surplus in the institutional activities provided for in the Statute.
The amount of the membership fee is set annually by the Board of Directors, approved by the General Meeting of Members and communicated in writing to the Members themselves; The membership fee is non-transferable.
The financial year ends on 31 December of each year.
The Board of Directors must prepare the financial statements or income and expenditure report, which must be approved by the General Meeting of Members within four months of the end of the financial year.
The bodies of the Association are the General Meeting of Members and the Board of Directors.
If necessary, the General Meeting shall appoint an auditing body or, in general, any other executive or operational Body useful for the pursuit of the institutional aims.
The General Meeting of Members is the highest decision-making body of the Association; it consists of all Members who are up to date with payment of the membership fee, and the Board of Directors is responsible for implementing its decisions.
Members are convened to the General Meeting by the President at least once a year by 30 April, by means of a notice of meeting containing the agenda.
The General Meeting meets in extraordinary session whenever the President deems it necessary or when a reasoned and signed request is made by at least two members of the Board of Directors or one tenth (1/10) of the Members. In the latter cases, should the President fail to convene the meeting within thirty days of the request, it may be convened within a further thirty days by the Vice-President and, should the latter fail to do so, it may be requested from the President of the Court of Turin.
The General Meeting is convened without any formal requirements, provided that verifiable means are used, including e-mail and/or publication on the official website of the Association.
Notice of the meeting must be given at least ten days before the date set for the meeting
Meetings of the General Meeting may also be held by audio-video conference, provided that this is stated in the notice of meeting and that Members are provided, no later than the day before the General Meeting, with the information necessary to participate remotely.
At first call, the General Meeting is validly constituted when at least half plus one of the members entitled to vote are present or represented.
At second call, the General Meeting is validly constituted whatever the number of members entitled to vote who are present or represented.
The General Meeting is chaired by the President or, in the event of the President's absence or inability to act, by the Vice-President. In the event of absence or inability to act of both the President and the Vice-President, the General Meeting is chaired by the eldest member of the Board of Directors present.
The Chair of the General Meeting has full powers to conduct the General Meeting. The Chair verifies the right of those present to attend the General Meeting, in order to ascertain whether it is validly constituted and whether the quorum required for passing resolutions is met. The Chair of the General Meeting is responsible for verifying the right to attend and for conducting the discussion and the vote, setting the procedures for them, unless otherwise provided by Law.
The General Meeting passes resolutions by an absolute majority of its members (50%+1) at first call, and by a relative majority at second call.
Amendments to the Statute must be approved by the favourable vote of at least two thirds of those taking part in the vote.
A resolution to dissolve the Association and to devolve its assets requires the favourable vote of at least three quarters of the members.
The General Meeting votes by open ballot. Resolutions adopted by the General Meeting must be minuted by a minute-taking secretary appointed by the General Meeting on the proposal of the President.
Directors have no vote on resolutions concerning their own liability.
Voting by proxy is not permitted.
The General Meeting of Members resolves on all matters relating to the management of the Association reserved to its competence by this Statute and on any proposal submitted to it, provided that it does not fall within the competence of the Extraordinary General Meeting.
In particular, the duties of the General Meeting are to:
The Association is managed by a Board of Directors consisting of a minimum of three and a maximum of five Directors, elected by the General Meeting of Members for a term of three years. The number of members is determined by the General Meeting.
In the event of the resignation, expulsion or death of a Director, the Board replaces them by appointing the first of the candidates not elected, who remains in office until the expiry of the term of the entire Board, subject to ratification by the next General Meeting of Members.
The Board of Directors meets when convened by the President, when the President or at least two Directors so request in writing, including by e-mail.
The meeting is convened by the President by means of a notice stating the date, time and place of the meeting, as well as the agenda, to be sent without any formal requirements, provided that verifiable means are used, including e-mail, at least seven days before the date set for the meeting, except in urgent cases, in which the meeting may be convened in the same manner at least two days before the meeting.
The Board of Directors is chaired by the President of the Association or, in the event of the President's absence or inability to act, by the Vice-President or, in the event of the latter's absence or inability to act, by the eldest member of the Board of Directors present.
Meetings may be held by videoconference, provided that all participants can be identified.
Proposed Resolutions, unless otherwise specified, are approved by a simple majority of those present. In the event of a tie, the vote of the President, or of whoever acts in the President's stead, counts double.
Resolutions are adopted by open ballot. Voting by proxy is not permitted.
Members of the Board must abstain from voting on matters concerning themselves personally.
A meeting of the Board is valid if a majority of the Directors is present.
Minutes are drawn up for meetings of the Board and are signed by the President and the Secretary.
The Board is vested with the broadest powers for the ordinary and extraordinary management of the Association.
Accordingly, by way of example, the Board is responsible for:
The legal representation of the Association before third parties and in legal proceedings is vested in the President of the Board of Directors. The President may, on a case-by-case or permanent basis – provided this is done in writing - confer legal representation on one or more Directors, including severally.
Each Director, severally, attends to the implementation of the resolutions of the General Meeting and of the Board of Directors.
In urgent cases, each Director, severally, may exercise the powers of the Board of Directors, subject to ratification by the Board at its next meeting.
The President holds the legal and representative powers of the Association before third parties and in legal proceedings
The President directs and coordinates, in general, all the activities of the Association, except for matters expressly
reserved to other Bodies; the President is the guarantor of the Statute and oversees the implementation of the resolutions of the General Meeting and of the Board of Directors.
The President is responsible for:
The Board of Directors may appoint, on the proposal of the President, a Vice-President from among its members. The Vice-President assists the President in their activities and temporarily replaces the President in the event of absence, inability to act or resignation, until the election and proclamation of the new President.
The Board of Directors appoints a Secretary from among its members. The Secretary is responsible for drawing up the minutes, which the Secretary transcribes into the appropriate books entrusted to the Secretary's custody.
The Secretary also coordinates, in accordance with the directions of the President and of the Board of Directors, the activities of the Association, acting as a point of reference during the implementation of its programmes.
The Secretary remains in office for a period coinciding with the term of office of the Board of Directors.
Substantial publicity and transparency are ensured for records relating to the activities of the Association, with particular reference to the annual Financial Statements or Reports.
These records, kept at the registered office, must be made available to members for consultation; anyone wishing to obtain a copy of the documents shall bear the related costs.
The dissolution of the Association must be resolved by the General Meeting with the favourable vote of at least three quarters of the members entitled to vote. In the event of the dissolution of the Association, a liquidator shall be appointed, who may also be a non-member, to handle the liquidation of all assets and discharge the outstanding obligations.
All remaining assets shall be devolved to other Associations pursuing similar aims or to purposes of public benefit, unless a different allocation is required by law.
Any dispute that may arise between the members - or their successors in title - and the Association shall be referred to a sole arbitrator appointed by the parties or, failing agreement, by the Turin Chamber of Commerce (CCIAA). The arbitrator shall decide ex bono et aequo, without procedural constraints, and the decision shall be final and not subject to appeal. For all matters not expressly provided for herein, reference is made to the laws in force.