MEMORANDUM OF ASSOCIATION
NAME – REGISTERED OFFICE – PURPOSE - TERM
Art. 1 – Name. It is incorporated in Palermo a Non-profit Association whose name is “Palermo Walks”.
Art. 2 – Registered Office. The Association has its Registered Office in Palermo, via Messina Marine, n. 405.
Art. 3 – Purpose. The Association has the purpose to promote the Sicilian culture in any form, in Italy and abroad. The abovementioned purpose is pursued in particular by the following activities:
1. organisation and promotion of tours for its associates, Italians and foreigners, in Sicily and anywhere there are links with the Sicilian culture;
2. organisation and promotion of training activities, also at a distance, aimed to subjects willing to operate in the field of cultural promotion and tourism;
3. realisation of projects and initiatives of permanent learning and training aimed to favour the knowledge of the Sicilian culture;
4. organisation and promotion of foreign language courses, also as a distance, for Italians, to allow them to easily communicate the Sicilian culture to foreigners, and of Italian and Sicilian language courses with the aim of learning at best the Sicilian culture;
5. organisation and promotion of conferences, debates, seminars, and information campaigns on the Sicilian culture, in Italy and abroad;
6. organisation, promotion and/or realisation of any other project and/or initiative which may be useful or necessary in relation to the institutional purpose of the Association;
7. promotion and realisation of forms of collaboration with public or private bodies, national and foreign institutions, associations and organisations, that pursue purposes similar to those of the Association.
For the realisation of all the activities, if necessary, the Association may avail itself of the contribution of external professionals. The Association may run all the collateral and instrumental activities useful and/or necessary to attain its own purposes. Furthermore, always with the same aim, the Association may collaborate with bodies, institutions, businesses, associations, committees, public and private, Italian and of other countries, also by adhering to initiatives, activities and project proposed by them.
Art. 4 – Term. The term of the Association is unlimited. With deliberation of the Assembly of the associates it is possible to fix the end of activities and the consequent dissolution of the Association.
ASSETS – ACCOUNTING PERIOD
Art. 5 – Assets. The assets of the Association may be constituted by:
1. movable and immovable property;
2. reserves represented by the budgetary surplus;
3. donations, bequests, and eventual free allocations.
The Association, in running its activity, operates by the means of the following revenues:
1. association fees;
2. contributions and/or free allocations by natural persons and/or corporate bodies, associated or not associated;
3. state contributions, national or from other countries;
4. contributions by public bodies and institutions, national or from other countries;
5. revenues generated by the organisation of events and/or other activities of the Association;
6. revenues from marginal commercial activities;
7. yields from assets;
8. incomes possibly coming from the delivery of services and lendings;
9. funds resulting from the participation in tenders and competitions.
It is an obligation to ensure the conservation and preservation of the assets.
Art . 6 – Accounting period. The financial year coincides with the calendar year and therefore ends on 31 December of each year. It is compulsory to draw up a budget and a financial statement, which must report donations, grants, contributions, movable and immovable property and any other relevant information for the correct reporting of operations and financial condition of the Association.
The Board of Directors shall, within four months after the end of each financial year, prepare the final budget and the budget of the next financial year.
It is forbidden to distribute, either directly or indirectly, profits, funds, reserves or capital during the life of the Association, unless the use or distribution have are provided for by the law.
THE CHARACTERISTICS OF THE ASSOCIATES
Art. 7 – Associates
Requisites of the associates. The Association can be joined in by:
2. clubs, associations, organisations and other bodies (whether private or public, whether Italian or foreign) who share the same goals and whose activities do not conflict with those of the Association.
Applications for admission are accepted or rejected by the Board of Directors in accordance with the present memorandum.
The members at the time of admission are required to pay the fee established annually by the Board of Directors together with the term of payment.
The members will be classified into three distinct categories:
1. Associate founders: those who have founded the Association;
2. Associate meritorious: those who have supported the purpose and the valorisation of the Association by contributing economically or by the activities exercised in favour of the Association;
3. Associate goers and supporters.
However, it is expressly excluded the temporary nature of participation in the Association’s life. The Association fees are not transferable inter vivos and it is forbidden to carry out revaluations on them.
Loss of status of associate. The status of associate is lost for the following reasons:
1. resigns by written notice to the Board of Directors;
2. forfeiture, that is due to the absence of the requirements under which the admission was made, stated and communicated by the Board of Directors;
3. resolution for exclusion by the Assembly on the proposal of the Board of Directors;
4. failure to complete the payment of the annual association fee within the prescribed period.
Duties of the associates. Membership is free and voluntary, but undertakes members to respect the decisions taken by the competent bodies according to the present memorandum.
In particular, the members have the following duties:
1. paying annually and regularly the association fee as determined by the Board of Directors;
2. contributing to the achievement of the Association’s purpose within the limits of their possibilities;
3. refrain from any behaviour that is in conflict with the purpose and objective of the Association.
Associates' rights. The rights granted to the associates are as follows:
1. the participation in the Assembly of the Associates;
2. accessing documents and acts concerning the Association;
3. voting for the Association’s offices;
4. contributing to the achievement of the Association’s goals.
BODIES OF THE ASSOCIATION AND THEIR POWERS
Art. 8 – Bodies. Bodies of the Association are:
1. Assembly of the Associates;
3. Deputy President (with the same powers of the President);
4. The Board of Directors.
Art . 9 – Powers of the bodies. The powers of the bodies are defined by the regulation.
The members are called to the Ordinary and Extraordinary Assembly by posting the notice at the registered office at least fifteen days before the date fixed for the Assembly and by a notice sent by e-mail within that time period.
Art. 10 – General and Final Provisions
Dissolution and Liquidation. The dissolution of the Association is approved by the last paragraph of Article 21 of the Civil Code.
The Assembly of the Associates shall appoint one or more liquidators, determine their powers and decide as to the devolution of the Association’s assets, which must necessarily be carried out in favour of another Association with similar purposes or otherwise for the purposes of public utility.
Internal regulation. Special rules for the operation and implementation of this memorandum could eventually be disposed with rules to be drawn up by the Board of Directors. The regulation is available for consultation at the registered office and can be requested in writing to the Board of Directors with delivery costs borne by the applicant, or by email for free.
References. For all matters not covered by this memorandum and related regulations, reference is made to the law and the general principles of Italian law.
Subscribed by the founding associates in three originals on the 14th of November 2011.
Di Marzo Giorgio
Associazione Culturale Emerius