Art. 1 — Establishment
1. A Social Promotion Association named “The Anatomical Network - APS”, hereinafter referred to as the “Association”, is hereby established.2. The Association is constituted as a Social Promotion Association pursuant to Articles 35 et seq. of Legislative Decree No. 117 of 2017 (Third Sector Code), as well as the general principles of the Italian legal system, for the non-profit pursuit, including indirectly, of civic, solidarity and socially beneficial purposes.
By virtue of its registration in the relevant Register, the Association adopts the status of APS and uses this acronym in its documents, correspondence and all external communications and activities.
3. The Association is governed by this Statute and by any regulations which, approved in accordance with the provisions of this Statute, may be necessary to regulate specific relationships or activities of the Association more effectively.
Art. 2 — Registered Office
1. The Association has its registered office in the Municipality of Rome.2. By resolution of the Board of Directors, the registered office may be identified and transferred without requiring an amendment to the Statute, provided that it remains within the same Municipality.
3. By resolution of the Board of Directors, operational offices of the Association may also be established in Italy or abroad.
Art. 3 — Duration
The Association is established for an unlimited duration.Art. 4 — Purpose and Objectives
1. The principles and activities of the Association comply with the principles of the Italian Constitution and are based on full respect for the human, spiritual and cultural dimension of the person.The Association is non-partisan and operates according to the following principles: absence of profit-making purposes, democratic organisation and elective appointment of its governing offices.
2. In pursuing civic, solidarity and socially beneficial purposes, the Association carries out, for the benefit of its members, their families and third parties, mainly through the activities of member volunteers, the following activities of general interest referred to in Article 5, paragraph 1, of Legislative Decree No. 117 of 2017:
d) education, instruction and vocational training pursuant to Law No. 53 of 28 March 2003, as subsequently amended, as well as cultural activities of social interest with educational purposes;
g) university and postgraduate education;
h) scientific research of particular social interest.
In particular, the Association pursues the aim of promoting training and scientific research relating to physical health, encouraging knowledge and dissemination of tools capable of providing more effective responses for the psychophysical well-being of the person.
The Association pursues these activities of general interest through:
- activities aimed at facilitating cultural and informational exchange among all those interested in physical health, including physicians, osteopaths, physiotherapists, all categories of healthcare professionals and athletic trainers, through the organisation of scientific meetings and congresses and the promotion of any other suitable educational, informational or training initiative;
- initiatives aimed at contributing to the advancement of scientific research and scientific knowledge, both in Italy and abroad, in the field of Network Science applied to biology and, in particular, to the human body in medical-rehabilitation, physiotherapy and osteopathic contexts;
- continuing education and professional development activities for members;
- collaboration with Government bodies, the Ministry of Health, Regions, healthcare organisations and Local Health Authorities, Universities and public healthcare institutions in general, providing a basis for national and international scientific collaboration initiatives.
The activities and objectives of the Association are inspired by the principles of equal opportunities between men and women and respect the inviolable rights of the person.
3. Pursuant to Article 6 of the Third Sector Code, the Association may also carry out activities other than the activities of general interest indicated above, provided that such activities are secondary and instrumental to them, in accordance with the criteria and limits established by the relevant Ministerial Decree. Such activities shall be identified by specific resolution of the General Meeting.
4. The Association may also carry out fundraising activities — through requests to third parties for donations, bequests and non-remunerative contributions — in order to finance its activities of general interest, in compliance with the principles of truthfulness, transparency and fairness in relations with supporters and the public.
5. The Association also carries out public awareness and information activities concerning matters related to its objectives and may use any instrument useful for achieving its institutional purposes, including cooperation with Local Authorities through specific agreements, or with other organisations pursuing similar or related objectives.
Art. 5 — Members
1. Membership of the Association is open to all persons who expressly share the purposes referred to in the preceding Article and who intend to participate in the activities of the Association through their work, expertise and knowledge. The number of members may not be lower than the minimum established by the Third Sector Code; otherwise, the membership must be restored to the required minimum within one year.2. Members of the Association are those who participated in its establishment and any other persons who, following a written application, are admitted by the Board of Directors and pay the membership fee determined annually by the Board of Directors.
In the application for membership, the applicant declares that they are familiar with and fully accept this Statute and any regulations and undertake to comply with resolutions lawfully adopted by the governing bodies of the Association.
The Board of Directors decides on applications according to non-discriminatory criteria consistent with the purposes pursued and the activities of general interest carried out.
The decision to admit a member must be communicated to the applicant and entered by the Board of Directors in the Register of Members.
3. If an application for membership is rejected, the Board of Directors must state the reasons for rejection within 60 days and communicate them to the applicant, who may, within 60 days of receiving such communication, request that the General Meeting decide on the application. If the General Meeting has not been specifically convened for this purpose, it shall decide at its next meeting.
4. The annual membership fee is non-transferable and non-refundable in the event of withdrawal or loss of membership status.
Art. 6 — Rights and Duties of Members
1. All members have equal rights and equal obligations towards the Association.2. Membership may not be granted for a temporary period, without prejudice to the right of each member to withdraw from the Association at any time by written notice sent to the Association.
3. Members have the rights to information and supervision established by law and by this Statute, the right to consult the Association's official records upon written request to the President, and the right to participate in General Meetings. Members who are up to date with payment of their membership fee have the right to vote personally or by proxy and to elect and be elected to governing offices.
4. Members are required to comply with this Statute, resolutions adopted by the governing bodies of the Association and to pay membership fees in the amount determined by the Board of Directors.
5. Member volunteers personally, voluntarily and without remuneration carry out volunteering activities aimed at achieving the purposes of the Association, as decided by the governing bodies and assigned to them by mutual agreement.
6. Member volunteers may not enter into any employment or self-employment contract with the Association relating to their volunteering activities. Volunteers may only be reimbursed for expenses actually incurred in carrying out their activities, within limits previously established by the Board of Directors.
7. Persons carrying out volunteering activities must be insured against accidents and illnesses connected with such activities, as well as against civil liability towards third parties, in accordance with applicable legislation.
Art. 7 — Loss of Membership
Membership is lost in the following cases:- Death.
- Withdrawal: any member may withdraw from the Association at any time by written notice to the Board of Directors; such withdrawal shall take immediate effect. The obligation to pay the membership fee for the current year remains unchanged.
- Forfeiture: forfeiture is declared by the Board of Directors six months after the date on which payment of the membership fee became due.
- Exclusion: membership is also lost if a member acts in breach of the provisions of this Statute, any regulations or resolutions approved by the governing bodies, behaves in a manner damaging to the image of the Association, or where serious reasons arise that make continuation of the membership relationship incompatible.
The Board of Directors decides on exclusion after the charges have been formally raised and, if requested, after hearing the member concerned. The exclusion decision must be communicated to the member by registered letter. The member may appeal to the General Meeting within thirty days. In such case, the President must convene the General Meeting within fifteen days of receiving the request, and the meeting must be held within thirty days of the notice of meeting.
Art. 8 — Governing Bodies of the Association
1. The governing bodies of the Association are:a) the General Meeting of Members;
b) the Board of Directors;
c) the President;
d) the Control Body, where applicable.
2. All offices within the Association are elective and have a three-year term.
Art. 9 — Composition and Powers of the General Meeting of Members
1. The General Meeting is the highest decision-making body of the Association.2. All members may participate in the General Meeting with voting rights and the right to elect and be elected, from the date of their admission, provided that they are up to date with payment of the annual membership fee.
3. Each member is entitled to one vote. Members may be represented by another member by means of a written proxy. Each member may hold a maximum of two proxies granted by other members.
4. In particular, the General Meeting is responsible for:
a) defining, reviewing and approving the policies, programmes and general guidelines of the Association;
b) identifying any secondary and instrumental activities to be carried out;
c) approving the annual financial statements and any budget forecast;
d) electing the members of the Board of Directors, determining their number, and appointing any Control Body;
e) deciding on the liability of members of the governing bodies and bringing liability actions against them;
f) deciding on appeals by prospective members concerning rejection of their applications for membership pursuant to Article 5 of this Statute;
g) deciding on appeals against exclusion measures pursuant to Article 7 of this Statute;
h) deciding on any other matter submitted to it by the Board of Directors.
The General Meeting is also responsible for:
i) approving amendments to the Statute of the Association;
j) deciding on the dissolution, transformation, merger or demerger of the Association.
5. Resolutions of the General Meeting adopted in accordance with the law and this Statute are binding on all members.
Art. 10 — Convening the General Meeting of Members
1. The General Meeting is composed of all members and must be convened by the President at least once a year, by 30 April, for approval of the financial statements, and whenever the Board of Directors considers it necessary.It must also be convened whenever a reasoned request is made by at least one tenth of the members. In such case, the President must convene the meeting within 15 days of receiving the request, and the General Meeting must be held within 30 days of the notice of meeting.
2. Notice of the General Meeting must be given by written communication sent at least 15 days before the date scheduled for the meeting, or by another means capable of providing certainty that the notice has been received within that period.
The notice must specify the date, place and time of the first and second calls and the list of matters to be discussed.
Art. 11 — Validity of the General Meeting
1. The General Meeting is chaired by the President of the Association; in the President's absence, by the Vice President; in the absence of both, the General Meeting appoints its own chairperson.2. The Chairperson of the General Meeting is responsible for verifying the validity of proxies and, more generally, the right to participate in the General Meeting.
3. On first call, the General Meeting is validly constituted when at least half plus one of the members are present or represented. On second call, the General Meeting is validly constituted regardless of the number of members present or represented.
4. Resolutions of the General Meeting are valid when approved by a majority of votes. Abstentions are not included in the calculation of votes.
Amendments to the Statute require the presence of a majority of members and the favourable vote of at least two thirds of those present personally or by proxy.
Transformation, merger, demerger or dissolution of the Association and the resulting allocation of remaining assets must be approved by the favourable vote of at least three quarters of the members.
5. Resolutions of the General Meeting must be recorded in minutes signed by the Chairperson of the General Meeting and by the Secretary. Every member has the right to consult the minutes of meetings.
Art. 12 — Appointment and Composition of the Board of Directors
1. The Board of Directors is the executive body of the Association.2. The Board of Directors is elected by the General Meeting of Members. It consists of a minimum of three and a maximum of nine members chosen from among the members of the Association.
3. Members of the Board of Directors hold office for three years and may be re-elected.
If one or more members cease to hold office, the Board of Directors shall replace them by appointing the member or members who ranked immediately after them in the most recent General Meeting election. In any event, newly appointed Board members remain in office only until the expiry of the term of the existing Board.
If more than half of the members of the Board cease to hold office, the President must convene the General Meeting for new elections.
4. The Board of Directors elects the President and Vice President from among its members and assigns the offices of Secretary and Treasurer, also selecting them from among its members. Where appropriate, with the exception of legal representation, up to two offices may be assigned to the same person.
Art. 13 — Convening and Validity of the Board of Directors
1. The Board of Directors is convened by the President whenever necessary and, in any event, at least once during each financial year in order to deliberate on the annual financial statements and any budget forecast to be submitted for approval to the General Meeting of Members, or following a reasoned request by at least two of its members.2. Notice must be given by written communication sent at least 8 days before the scheduled meeting date. The notice must specify the date, place and time of the meeting and the list of matters to be discussed.
3. Meetings of the Board of Directors are chaired by the President or, in the President's absence, by the Vice President, or, in the absence of both, by the oldest member by age. The functions of secretary are performed by the Secretary of the Association or, in the event of absence or impediment, by a person designated by the person chairing the meeting.
4. Meetings of the Board are validly constituted when a majority of its members are present. Resolutions are adopted by the favourable vote of a majority of those present and must be recorded in the minutes of the meeting, signed by the President and the Secretary. Every member has the right to consult the minutes of meetings.
Art. 14 — Powers of the Board of Directors
1. The Board of Directors is responsible for implementing the general guidelines established by the General Meeting and, within those guidelines, promoting every initiative aimed at achieving the purposes of the Association.2. The Board of Directors is also responsible for:
a) electing the President and Vice President;
b) assigning the offices of Secretary and Treasurer from among its members;
c) administering the economic resources and assets of the Association, with the broadest powers in this respect;
d) preparing, at the end of each financial year, the annual financial statements and any budget forecast for the following year, to be submitted for approval to the General Meeting;
e) where considered appropriate, drafting internal regulations which, in compliance with this Statute, govern specific organisational aspects of the Association. Such regulations must be submitted to the General Meeting for approval by ordinary majority;
f) convening meetings, conferences and similar events;
g) approving all acts of ordinary and extraordinary administration of the Association;
h) approving the Association's membership in other similar organisations;
i) deciding on admission, forfeiture and exclusion of members;
j) deciding, where particular needs arise, to employ employees or engage self-employed workers, including members of the Association, in accordance with Article 36 of Legislative Decree No. 117/2017;
k) proposing to the General Meeting the granting of honours and/or honorary positions to members or third parties who have acquired particular merit in activities related to the Association; persons who are not members and receive such honours are not entitled to the rights referred to in Article 6, paragraph 3;
l) establishing operational offices and appointing the relevant person or persons responsible, with the power to revoke such appointments.
Art. 15 — The President
1. The President is the legal representative of the Association in dealings with third parties, including in legal proceedings. The President also chairs the General Meeting and the Board of Directors.2. The President is elected by the Board of Directors from among its members, holds office for three years and may be re-elected.
3. The President convenes and chairs the General Meeting and the Board of Directors.
4. In particular, the President:
a) implements resolutions of the General Meeting and the Board of Directors;
b) is authorised to carry out all acts of ordinary administration of the Association and, in particular, to open and operate bank and postal current accounts; carry out ordinary financial and banking transactions; collect payments of any kind from any office, body, natural or legal person, issuing receipts; and make payments of any kind, including salaries and wages to employees.
For banking and financial transactions, the Board of Directors may require the joint signature of another Board member.
5. The President is responsible for maintaining relations with organisations and institutions operating in the territory.
6. In urgent cases, the President may also adopt measures falling within the competence of the Board of Directors, with the obligation to report such measures to the Board at its next meeting.
7. The Vice President replaces the President in the event of absence or impediment and exercises all functions assigned to the President.
Art. 16 — The Secretary and Treasurer
1. The Secretary and Treasurer assist the President in carrying out the President's functions.2. The Secretary is responsible for:
a) preparing the minutes of meetings of the General Meeting and the Board of Directors;
b) ensuring the timely convening of the General Meeting and the Board of Directors;
c) maintaining the minute books, the Register of Members and the register of members carrying out volunteering activities.
3. The Treasurer is responsible for:
a) maintaining and updating the accounting records;
b) preparing the financial statements of the Association.
Art. 17 — Control Body
1. A single-member Control Body is appointed whenever the General Meeting considers it appropriate or where required by law pursuant to Article 30, paragraph 2, of Legislative Decree No. 117/2017.The member of the Control Body holds office for three years, may be reappointed and may also be selected from persons who are not members of the Association, on the basis of their professional expertise. The member must be selected from statutory auditors entered in the relevant register.
2. The Control Body:
- supervises compliance with the law and the Statute and compliance with the principles of sound administration;
- supervises the adequacy of the organisational, administrative and accounting structure and its effective operation;
- monitors compliance with the civic, solidarity and socially beneficial purposes of the Association.
The member of the Control Body may at any time carry out inspections and controls and, for this purpose, may request information from the directors concerning the conduct of the Association's activities or specific matters.
3. Where the thresholds referred to in Article 31, paragraph 1, of Legislative Decree No. 117/2017 are exceeded, the Control Body may also carry out the statutory audit of accounts.
Art. 18 — Association Records
1. The Association must maintain, under the responsibility of the Board of Directors, the following records:- Register of Members;
- register of volunteers who carry out their activities on a non-occasional basis;
- book of meetings and resolutions of the General Meeting;
- book of meetings and resolutions of the Board of Directors.
2. The books of meetings and resolutions of any other governing bodies of the Association are maintained by the respective bodies to which they refer.
Art. 19 — Economic Resources
1. The income of the Association, within the limits provided for by Legislative Decree No. 117/2017, consists of:- membership fees and contributions from members;
- voluntary contributions from members and third parties;
- donations and testamentary bequests;
- income from fundraising activities;
- contributions and funding provided by public administrations, including reimbursements or income deriving from services provided under agreements;
- contributions from public bodies governed by international law;
- income from assets;
- proceeds from the supply of goods and services to members and third parties;
- income from other activities carried out on a secondary and instrumental basis pursuant to Article 6 of Legislative Decree No. 117/2017.
2. The distribution, including indirectly, of profits or operating surpluses, as well as funds, reserves or capital, to founders, members, employees and collaborators, directors and other members of the governing bodies is prohibited, including in the event of withdrawal or any other form of termination of the individual membership relationship.
3. The assets of the Association, including any revenues, proceeds and income however described, are used for carrying out the statutory activities exclusively for the pursuit of civic, solidarity and socially beneficial purposes.
Art. 20 — Financial Year
1. The financial year begins on 1 January and ends on 31 December of each year.2. At the end of each financial year, the Board of Directors prepares the annual financial statements and any budget forecast, which shall be deposited at the registered office and made available to members five days before the date scheduled for the annual ordinary General Meeting, together with the report of the auditors, where appointed.
3. The financial statements must show the assets, contributions and bequests received. Any profits or operating surpluses, as well as assets acquired through them, may not be distributed, even indirectly, but must be allocated to activities, facilities and increases in assets aimed at achieving the purposes of the Association.
Art. 21 — Transformation, Merger, Demerger, Dissolution or Extinction
1. Transformation, merger, demerger, dissolution or extinction of the Association is decided by the General Meeting in accordance with the procedures set out in Article 11, paragraph 4, of this Statute.2. Where necessary, the General Meeting shall appoint one or more liquidators, preferably selecting them from among the members.
3. In the event of dissolution of the Association, all economic resources remaining after completion of the liquidation process may not be distributed among the members but shall be transferred to another Third Sector entity, subject to the favourable opinion of the Office referred to in Article 45, paragraph 1, of Legislative Decree No. 117/2017, once established.