MINUTES OF MEETING IN ORDINARY SESSION
Nowadays eleven in the month of December of two thousand and nine, at 12:00 duly convened at its headquarters and met the Association's Assembly 'xxxxxx', current in Rome at Via ------------- ---------------- to decide and vote on the following
Agenda
1) Opening of the head office called 'FLIRT'
2) Moving the current head office
3) Amendment of the bylaws to the Consolidated Tax Act legislation as innovated;
4) Any other business
Chaired by statute the president ----------------------------- he is calling to serve as secretary of the partner ------ --------------, which surveyed those present, declared the meeting to be quorate and able to decide and act.
The President opened the discussion illustrates the reasons that require the modification of the statutes of the association, of which a copy is provided to each member present, so that it is consistent with the national status and respects the rules of social promotion associations, the Assembly examines all individually the articles of the proposed statute.
After extensive discussion, during which they were heard all present on the agenda, the meeting unanimously
RESOLUTION
1. the move of the head office in ---------------------------------------- ----------------------
2. the opening of the new head office called 'FLIRT' in ------------------------------------ --------------------------
3. to amend the Articles of Association that the new wording reads as follows:
STATUTE OF '---------------------------------------'
TITLE I - NAME - REGISTERED OFFICE
ART. 1) E 'consists of the Association' --------------------------------- '. It is a free association of fact, nonpartisan and apolitical, with unlimited duration and non-profit, regulated under Title Cap. III, Art. 36 et seq. of the Civil Code, as well as the present Charter.
ART. 2) The association is headquartered in the place established by the
Assembly. The transfer of the registered or head office does not require statutory change.
The Board of Directors, with its resolution, may transfer the seat and establish locations and detached sections and open circles within the same city or in other cities and regions.
TITLE II - AIMS 'ASSOCIATION'
ART. 3) The association is based on principles of solidarity and non-violence. The association is non-profit organization, operates for the exclusive pursuit of charitable purposes and its structure is democratic. It is voluntary and non-profit purposes. Shareholders who, for the achievement of the social aims, shall assist at the conduct of demonstrations or
other activities organized by the association, does not have any right to
compensation, but only to reimbursement of the costs incurred, unless otherwise and preventive determination of the Board of Directors. It is governed by this Statute and the respective national rules.
It excludes the exercise of any business, unless carried on in a marginal
way and in any case auxiliary and secondary compared to the company's objects.
The association is governed by this Statute and acts within the limits of
the Civil Code, the state and regional laws governing the activities of associations and the voluntary sector and the general principles of.
ART. 4) The association has the following aims:
to)
present itself as a meeting place and aggregation, both real and virtual,
in the name of common interests, cultural, social, recreational, absolving the social function of maturation and personal growth, and civil;
b)
promote socialization and knowledge among adults of all nationalities, united by the desire to share experiences and emotions, in the full right to sexual freedom and expression through communication, touch, and love;
c) combat all forms of prejudice and discrimination against all sexual minorities, such as gays, lesbians and transgender, bisexual and sexual orientation. To claim recognition and full enjoyment of their civil rights, promoting the affirmation and dissemination of culture, even interacting with the movements and associations for sexual rights, without opposing it to replace them, but striving for the recognition of all diversity seen
as sexual specificity.
d) encourage naturism as a lifestyle in harmony with nature, characterized by the practice of nudism in respect of each against himself and others
and a free sexuality, aware and informed, he lived between adults and not
mercenary, without constraints , it physical and psychological violence, in accordance with its privacy and that of others;
e) carry out all the service activities in favor of the shareholders will
be deemed useful and support the socialization to a practical spirit of naturism active in health care, food and their bodies, in the respect of the nature and 'environment'
e) to promote sex education, knowledge and the dissemination of safe sex practices, organizing conferences, exhibitions, conferences, seminars, debates, courses, cultural activities, educational projects and films and documentaries.
ART. 5) The association will:
a) adhere to National Associations Recognised with charitable purposes;
b) take such action as securities and real estate, and conclude all the operations necessary and useful to the realization of the social aims, also collaborating with other associations or institutions, national or foreign, performing similar or ancillary activities in social activity;
c) the production of audiovisual and multimedia tools, Edire and publish magazines and other periodicals and not, or whatever is useful to foster a deeper insight, knowledge and dissemination to a wider audience of all matters relating to the objectives of 'association;
d) organize in own and / or promote the organization by other organizations or groups of members, parties, meetings, shows, musical entertainment,
events, shows, tours, rallies, travel, tourist, exhibitions, cultural activities and sports or other initiatives necessary to achieve the social purposes as well as the administration of food and beverages, catering and
guest quarters for its members and those of related associations;
e) favor its own members and those of related associations, in the purchase of products, goods and services related to institutional activities, implementing and / or obtaining concessions;
ART. 6) are tasks of the association:
a) contribute to the cultural and social development of workers and citizens and to the increasingly wide spread of democracy and solidarity in human relationships, the practice and defense of civil liberties, individual and collective, use and produce all forms of propaganda, such as mass-media, video-tapes, television programs, movies, and anything else you can
and science will make available to better circulate the information;
b) promote the expansion of cultural, sporting and consortium forms between circles and other democratic associations;
c) make proposals to public bodies actively participating in decentralized forms of democratic management of local power (neighborhood committees,
district) to school and school boards for adequate cultural programming in the area;
d) organize initiatives, services, cultural, sporting, recreational and tourism to satisfy the needs of knowledge and recreation of members, with particular attention to the knowledge of the naturist resort in the world, the typical items for costumes, gastronomy and history;
f) manage sports facilities, tourism, entertainment, environmental, recreational welfare;
g) to organize within its headquarters, and exclusively for its members, for their guests and those of related associations, ancillary services such as the administration of alcoholic and super alcoholic, the service table taking care directly or indirectly the management and Foresteria service;
h) facilitate the integration of Italian and foreign citizens by promoting activities of assistance and support by collaborating with public and private bodies;
i) submit to the institutions in charge of integration and development projects for foreign and Italian communities;
j) The association will carry out any other activity connected and affine
to the aims set out in the Articles, even side with those institutions; in subsidiary function or merely instrumental respect to the primary activities and those not prevalent; Circle will perform all its activities, both primary and secondary or side, with means and own equipment or even third. The instrumental and ancillary activities that may be exercised or carried out by the partnership are included in commodity tables for which it was required by law to subscribe to R.E.C. (Associative stores refreshment centers with administration of foods and drinks including alcoholic of any gradation for only associated to them and any guests), as well as all activities not related and subject to the provision of a proprietor or the person in charge of R.E.C. such as: video libraries, film libraries, theater-circle, listening centers, resorts, educational and training centers, sports and recreation centers, lodging houses, pensioners etc. etc.
TITLE III - MEMBERS
ART. 7) The internal organization is inspired by the wider democracy;
consistent with the requirements dall' art.148 (ex 111) of the Uniform Tax Code (Testo Unico Of Income - Presidential Decree 917/86); the number of members is unlimited, can be members of the club, usufruendone services, all Italian citizens and foreigners of both sexes, even simply in transit in Italy, provided that age, as well as all
collectives, clubs, associations, clubs and all kinds of organizations that share its goals, the spirit and ideals affiliated to the same body which will be affiliated with the association.
All members enjoy equal dignity and rights, and may exercise the right to
vote at the meeting, you can not be accepted minor inscriptions of eighteen, even if assisted upon the agreement of the holder of parental authority. To be admitted to membership must submit application for admission to
the Association in compliance with the following procedures and information:
- Name, surname, date and place of birth, residence;
The acceptance, followed by inclusion in the shareholders' register,
gives immediate right to the title of 'associate'.
The power of acceptance of subscription requests is delegated to the President or his delegate. They can not be requested or granted temporary registrations (art.148 paragraph 8 head c).
The Executive Council has the power, by simple resolution, to adopt other
forms of membership.
For all reports with the association, the domicile of the members shall be elected at the headquarters of the same, including cases of expulsion and expressly derogates from the provisions of the Civil Code; communication deportation will thus be delivered by registered mail, at the first available opportunity. The socio resignation should be submitted in writing
to the Executive Board of the Club.
The Board annually approves the membership fees for the next fiscal year,
differentiated between ordinary members and other categories of members of the Executive Board may determine for special promotional purposes:
are founding members: those who, by intervening in the deployment phase, giving birth to the association;
Ordinary members are: persons or entities who agree to pay for the entire
stay of the associative link, the annual fee established by the Governing
Council, share the Statutory purposes, adhere to the club goers who are entitled to participate in meetings and voting power if in compliance with
its social obligations, they can access corporate offices ..
The Board also has the power to appoint every year up to 20 Honorary Members, for special merits related to the association' s purpose.
The shareholder who assumes the authority of sovventore for the amount you possibly give a loan to the partnership will be paid, except express waiver of the same, with an interest rate no higher than the rate charged on bank overdraft or less than prime- rate.
Accrued interest will be paid quarterly, semiannually or annually. The investor members can set up a personal fund in places estate used by the association on loan, this fund may not be acquired by the association as a social fund, the member will always remain the owner and may dispose of revoking the loan granted to the partnership; the bailor member will be guaranteed maintenance and possible repayment of amortization of the asset,
it must be inferred from the act of loan.
The personal funds of the shareholders will be given to the balance of the statements or statements. The act of loan, the afferent staff partner fund, will be prepared in a private place and transcribed on the book of meeting minutes, as well as prepared to be in place in certain given through the registration office. Private acts or other suitable means. Assets related to the personnel fund member must be prepared analytical inventory.
ART. 8) The members and their families and guests are entitled to
attend the premises of the Club and to participate in all events organized by the Club itself.
They have the right to vote for the approval and amendment of the statutes, regulations and resolutions approved and the appointment of the governing bodies of the association.
Each member is entitled to one vote, regardless of the paid membership fee.
Members have the right to information and control established by law and the Statute.
The members are obliged to comply with the provisions of this statute and
of social regulations and annually pay the membership fee for membership,
including any additions of social cash payments through the extraordinary fees. Being inclusive of expenses for purchase of goods and allowances held in the capital account, the ordinary member who wishes to resign from
a shareholder will not in any way be refunded the sum paid.
Shareholders who wish to volunteer must carry out the orders received and
the work agreed in adapting to the internal regulations of the association. The services provided by the shareholders are normally free of charge,
unless it appears to them entrusted with a professional assignment or other duties paid by resolution of the Board.
ART. 9) It excludes the temporary nature of participation in community life (art.148 paragraph 8 head c). Units or membership fees are intrasmissibili, except for transfers due to death, and are not adjusted. The quality of member ceases exclusively for:
a) withdrawal or death of the member;
b) failure to pay the annual membership fee by March 31, failure to pay 2
accruals not necessarily consecutive, if fractional. In such cases the intention to withdraw is tacitly manifested, without prejudice to the financial obligation for the digits (expense) not paid .;
c) non-compliance with the provisions of this statute, internal regulations or decisions taken by governing bodies;
d) in case of uneven behavior which is prejudicial to the purposes and the assets of the Governing Council should
intervene and impose the following sanctions: recall, warning, expulsion of the Association.
The withdrawal, however expressed, is effective immediately.
Members who have withdrawn or excluded are not entitled to a refund of the annual social contribution paid ,.
The excluded members may oppose the decision of the Executive Council in front of the next Shareholders Meeting.
The relevant resolution will be posted share in the book. The member will
be also considered resigning if fails to compensation for any damage caused to the social object, in accordance with rules established by the Regulation, it being still the resulting financial obligations.
The President, with its resolution, may exclude from the Circolo the shareholder whose participation in the partnership were deemed morally incompatible (or turbariva the other shareholders).
Pending a final decision, where should to be taken other appropriate investigation, the President has the power to temporarily suspend the member from all activities of the Club.
The expulsions and radiation will be decided by the Governing Council by an absolute majority of its members.
ART. 10) The social heritage is indivisible and consists of: The association's financial resources consist of:
Ok,
a) the property, real and personal;
b) contributions, donations and bequests;
c) refunds;
d) marginal activities of commercial and / or production;
e) reserve funds
f) any assistance granted by public and / or private bodies
g) any other revenue;
The contributions of members are constituted by membership fees, annual membership fees, monthly or weekly and any occasional contributions established by the Executive Council, which determines the amount;
by financing activities arising from the organization of events and activities related to the Association's purposes;
how possibly derived from the use of the equipment of the association, the refreshment area and restaurant to be organized in the premises of the Association in compliance with all the provisions of current legislation.
The donations in money, donations and legacies, are accepted by the Assembly, which decides on the use of them, in harmony with objectives statuary organization.
Under Article. 148 of Presidential Decree 917/86 E 'forbidden to distribute, even indirectly, profits or operating surpluses as well as funds, reserves or capital during the life, unless the destination or distribution is required by law.
The amounts paid for membership and dues are not refundable under any circumstances, nor are transmissible inter vivos. The fee can not be revalued.
TITLE IV - ASSOCIATION BODIES
ART. 11) They are organs of the association:
a) the General Meeting;
b) the Executive Council;
c) the President;
ART. 12) The Assembly is composed of all members and is the sovereign body.
The Assembly is convened at least once a year by 30 June;
a) assessing the activities carried out;
b) approve the final budget and the budget;
c) elect the members of the Board expired;
d) provide the guidelines to the Association;
e) elect the President, Vice-President, Secretary, Directors, who must be
members of the Executive Council, unless
that the Assembly shall delegate, in whole or in part, the election to the Executive Board;
f) deliberate on the transformation from non-recognized association, in public companies;
g) approves the appropriations for initiatives envisaged in paragraph 8 th article 19 of this Statute. The Assembly is convened by the President in the ordinary way; in extraordinary session it can be requested by a majority of the Board or by 30% of shareholders.
The Assembly must be convened by posting notice at the registered office,
at least 15 days before, or by written notice to each member, including by e-mail (email). The notice shall contain the date, place and agenda of the Assembly. the second meeting may take place half an hour after the first. The Assembly must be convened at least 15 days before.
The Assembly is validly constituted on first call with the presence of at
least half plus one of the members, or with the presence of all the directors and the representative of the absent; in second call, on the same day, regardless of the number of members and decisions by a majority of those present.
Each member is entitled to one vote pursuant to Art. 2532 cc and it is allowed a maximum of one delegate per member. Members are given the opportunity to vote on the items on the mail-order days by letter with return receipt mailed or delivered by hand, fax and electronic mail (email) will be valid all communications received by the day before the meeting. The shareholders who exercise this option are present at the meeting in all respects and will be tacitly abstained for the discussion of matters of which to any other business on the agenda.
The Assembly, both ordinary and extraordinary, is chaired by the President, in the absence of the Vice President; both are absent the meeting shall appoint its Chairman, and these names the secretary.
The Chairman of to note that the proxies and in general the right to attend the meeting.
To deliberate on amendments to the Statute or Regulation, on the dissolution or liquidation of the club, it is essential the presence of half plus
one of the members and the favorable vote of 3/5 of those present. In the
second call it is simply the affirmative vote of a majority of those present. Voting may be by show of hands or by secret ballot. The vote involved all members.
The President has the task of reading the agenda in the Assembly Opening;
welcome questions, interpellations, motions and amendments; maintain order during the sessions and ensure that each member can express their opinions undisturbed; care that respects the order of the day; check the results of the votes counted by the Secretary; to read out the results of the approved motions and the final text of all the resolutions adopted by the
Assembly.
The normally Assembly Secretary is the Secretary of the association, in the event of his vacation, the Assembly, on the recommendation of the President, proceeds to appoint a member.
The Assembly meetings are summarized in a report drawn up by the Secretary and signed by the President and the Assembly gathered in a minute book.
In this report, please find attached the resolutions, budgets and financial statements approved by the shareholders. It remains deposited at the headquarters and each member can consult it on request. An extract of the minutes of the deliberations, the budget and the accounts must be communicated to members through the notice board of the office, in the 15 days following the meeting.
ART. 13) The Board of Directors consists of a minimum of 3 to a maximum of 15 odd members, chosen from among the members by the General Assembly, who remain in office for four years and, in the event of early termination, they will be replaced by the shareholders, in 'last meeting have achieved a number of votes immediately below that of the elected members. If for any reason the Assembly, at the expiration of four years,
were not to his re-election, the Board of Directors in office will automatically be re-elected.
The Council, as delegated by the Assembly at its next meeting should designate within it the President, the Vice-President, the Secretary and the Directors, establishing their responsibilities in the work done by the club to achieve its social goals. Entrust, even on its own initiative, additional assignments deemed necessary.
The President, the Vice President and the Secretary, shall constitute the
Presidency.
The Council shall meet in extraordinary session, whenever it seems necessary, the Presidency or request them one third of the directors;
The Council may act only if there is more than half of its members and a majority of those present; in case of equal worth the vote of the President.
The Board of Directors, within the limits established by the Assembly is vested with the broadest powers for ordinary and extraordinary, to decide
on the initiatives to be taken and on the criteria for the achievement of
the social aims, for the implementation of the shareholders programmatic decisions and for the direction and administration of the Association.
is 'in his faculty
a) to draw up regulations for the discipline of the association and the activities of social programs, which must be submitted to the Assembly for
approval;
b) determine the amounts of the shares of the various categories of members.
c) supervising the execution of the resolutions;
d) drawing up the economic accounts;
e) complete the plans for the use of the remainder of the budget to be approved;
f) resolve on the suspension and expulsion of members;
g) encourage the participation of members in the activities of the Club.
In fulfilling its mandate, the Governing Council may employ managers working committees appointed by the same. The said persons may attend meetings of the Board in an advisory capacity. The Council is chaired by the President, in his absence by the Vice President, in the absence of both by the oldest, to the Association membership, the present.
Of Board meetings will be drawn up the relevant reports, which will be signed by the Chairman and Secretary.
In the event of resignation or death of a director, the Board shall, at the first meeting, cooptandolo among members.
The Executive Board may be suspended by the member which failed three consecutive times, without good reason, participate in the work. Ok,
The Board of Directors may be dismissed by the Assembly by a majority of 2/3 of the members.
ART. 14) The President shall hold office for four years, he is the legal representative, and is awarded on an autonomous power of ordinary
administration. Convenes and chairs the Board of Directors and convenes the shareholders' meeting. Underwrites all the administrative acts performed by the Association; can open and close bank and post office accounts and proceed to receipts and payments. In case of his absence he is replaced by the Vice-President. May delegate specific tasks to technical and representative functions other members of the Executive Council or other shareholders.
In case of emergency, the President may take any action necessary to protect the interests of the association, with subsequent ratification by the
Board of Directors. Upon decision of the Board of Directors it may also be invested in the power of extraordinary administration.
Signing the minutes of the Council and the Assembly; signing all correspondence which is sent by the Circle; supervise the execution of any deliberate.
ART. 15) The Vice President assists the President and his substitute in the event of the absence or inability. If the Vice President is prevented from exercising its functions, it replaces the Directors having more seniority of membership in the Circle; equal seniority registration tasks are attributed to the oldest Director.
ART. 16) The Secretary may also be appointed among the members are not part of the Governing Council. In that case it remains in office until he is the Board of Directors that appointed it.
The Secretary intervenes in all the meetings of the Governing Council and
shall draft the minutes, keeps the social archive, keeps correspondence, drafts the general meetings of shareholders, the meetings of the Executive Council and other associative books; draw up notices and invitations and
by exposure in the head office of the convening of the shareholders'
meetings, meetings of the Executive Council with its agenda, and social regulations; It performs all other secretarial duties entrusted to him by the Board. It can be temporarily replaced by a general partner, in any form, for carrying out a specific task.
The Governing Council shall appoint a Treasurer to keep the accounts, books of accounts, case and draw up budgets, will take care of payments and receipts, according to the indications given by the Executive Council.
The Councillors attend the meetings and decisions of the Executive Council.
All possible disputes between social partners and between them and the Association or its bodies will be submitted to the jurisdiction of a panel of three arbitrators, of which two to be appointed by the Assembly and one by the President. Their decision will be final.
Swingers Club Rome