PLEASURE BOATERS ASSOCIATION
“MERIDIANA YACHT”
TABLE OF CONTENTS
TITLE I
Art. 1
Formation – Denomination and Registered Address
An association called “MERIDIANA YACHT” has been formed.
Its legal nature is a non-recognized association and it is a non – profit organization.
Its registered office and operational headquarters are in Salerno – Via Diaz n°10.
The executive board has the right to amend the creation and the termination of operative and representation locations, detached sections and may establish delegations and branch offices both in Italy and abroad according to the modality established by the operating agreement.
Art. 2
Duration of the association
The duration of the Association is unlimited and may be terminated by an amendment of the extraordinary General Meeting of the members.
Art.3
Purpose and tasks of the association
The main but not only purpose of the association is to pursue the following general goals:
- Spreading and practice of all aquatics sports; volunteering activities for the sea assistance and rescue; preservation and growth of employment opportunities for its members; the constitution of a landmark and aggregation place as well as professional update for the members.
- To give the opportunity to ship owners, maritime agencies, companies, shipyards and ports to get access to a database and therefore to take advantage of specialized staff.
- To establish a steady relationship with the maritime authorities intended to acquire information about the new regulations and / or set of rules and, at the same time, to search potential forms of cooperation with the association.
- The association is also engaged in overseeing coasts and seas, port facilities, sources of pollution and whatever causes damage to the environment.
- It promotes studies and searches in the field of nautical tourism, in the pleasure boating, in all the business sectors closely connected to it and in all the navigation area in general.
- Promotion of technical and professional training in the marine industry to its members; creation, organization and implementation of professional training and updating courses through qualified external experts. Such experts are also qualified to carry out theoretical and practical training courses for any type of navigation.
- It carries out every development activity at local level of associations in the yachting field: super yacht, ship owners and captains.
- The association provides marine services to the pleasure boater members such as: technical assistance, ordinary and extraordinary, to ships, boats and vessels; maintenance and repair of any kind and any type of vessel, boat and ship also including storage and the safekeeping; free intermediation in the buying and selling of new or used pleasure boats for its members.
- Promotion and establishment of lists of the operators engaged in all the important sectors included in the articles of the association, such as skippers and directors of marina.
- Legal aid, administrative, technical and insurance services for its members at all institutions and offices at the local level.
- Development and implementation of cultural, action and research projects in the nautical and maritime sectors.
Below an indicative but not exhaustive list of what the Association can do in order to achieve its goals:
- Perform social, cultural, educational and recreational activities, in order to affirm and strengthen the social growth of the pleasure boaters members.
- Create and / or manage sports facilities, lane and waterslides, marinas, piers and wharf which can also be floating, quays, areas and buildings for the rest and / or shelter of the boats, trucks and vehicles, with or without guardianship; organize competitions, championships, sporting events, rallies and all related services; promote, organize and carry out events and initiatives aimed at the protection of nature of the coastal environment; establish and manage reception and refreshment points;
take any other action to promote sports and all water activities directed to safeguard the nature.
- Subscribe with the local Chamber of Commerce , Industry, Handicraft and Agriculture,
specific agreement for the development of activities of the Chamber in the nautical tourism and recreational boating, both from a promotional and cultural, sporting and exhibition point of view.
- Cooperate with Authorities and Local Civil Organizations, both national and international, interested in similar purposes.
- Propose the implementation of initiatives, also at international level, through agreements and conventions with supranational or foreign organizations and associations.
- Can join other associations, corporations and organizations which have similar purposes.
- Organize events and actions in which, through several means of communication and expression, it promotes its goals and gives a practical implementation.
- Work on the publication of its own periodic newspaper, of conference proceedings, of seminars as well as searches and studies carried out for its own activity. The Communication is essential object of its action.
- Take part in international, national, regional and local tenders and calls.
- Establish and manage study grants.
- Stipulate agreements with universities and other training and research institutions, both public and private.
- Enter into agreements with those who have interest in the activities pursued by this Association.
- Promote the territory through marketing activities which have, as their specific purpose, the definition of over long term projects, programs and strategies designed to guarantee the development of the territorial district.
- Organizing cultural, scientific and technical cooperation with trade associations and / or public / private subjects and / or companies, both national and international, for the cultural and professional growth of its members.
- Stipulate specific agreements and / or memoranda of understanding with organizations, institutions and other public and / or private agencies.
- Promote and carry out any other action which is directly entrusted by law or deliberated by the corporate bodies, or that otherwise facilitates the achievement of the purposes set out in this Statute.
- The Association may also undertake any other activity in any case connected with its fundamental objectives, under current laws.
Strictly related to the aforesaid purposes, the Association may perform any equity and real estate operation (purchases, sales, exchanges, leases); it can also access national and community funding, can assume the staff needed for the implementation of the purposes of the association and for the self technical and administrative management.
TITLE II
Association Form
Art. 4
Members
The number of members is unlimited.
Persons or public / private entities (as long as the latter do not have social aims and purposes in conflict with those of the Association), wherever resident, can be members of the association. They have to make a written request in which they declare to share the Statute with the aims and purposes of the association. They will be admitted by the Board of Directors and shall pay the annual membership fee.
The associative relationship and the detailed rules of association are regulated by this statute equally to all members, in order to ensure the effectiveness of the relationship.
Becoming a member is an open-ended status and the temporary nature of participation in community life is expressly excluded, with the exception of the right of withdrawal.
All members of legal age have the right to vote to approve the budget and amendments of the Statutes and its regulations as well as the right to vote for the election of the governing bodies of the association, whereas, the under age associates, are entitled to vote together with those who have parental responsibility or guardianship.
All the member have the right to:
• Take active part in the association life;
• Attend the General Meeting of members with voting rights;
• Access the associative positions;
• To examine all acts and all documentation related to the management of the association with the possibility to obtain a copy.
The association membership is voluntary, but engages members to respect the decisions taken by its representative bodies, according to the statutory powers, as well as the implementing regulations issued by the board of directors.
Members are obliged to pay a “Membership entry fee” and an “Annual Membership fee”, which will be determined in the amount and with the conditions laid down by the Board.
The “Membership entry fee” and the “Annual Membership fee are non-transferable, not re-evalued nor refundable, except for transfers "mortis causa”.
Members agree unconditionally with the statutes and regulations and purposes of the association.
Admission to Membership is subject to acceptance of the application by the Board of Directors, whose decision is final and against which decision can not be appealed.
Associates have the duty to respect the Statute and Regulations.
Membership status may be removed for the following reasons:
• As a result of voluntary resignation be notified in writing before the expiration of the year;
• Because of the expiration, that is, due to the loss of the requirements under which the admission occurred;
• For exclusion by the Executive board, established for serious reasons such as, for example, having violated the rules and duties of the present Statute or because his conduct constitutes an obstacle to the good performance of the association and for any other reason involving unworthiness;
• As a result of delayed payment membership dues for over a year.
The associate may submit reasoned appeal to the meeting of members, to oppose to the exclusion decision, within the time limit of 30 days from the receipt of the notice of exclusion. The assembly will vote it outright.
The one who, for one of the above-mentioned reasons, ceases to be a member of the association, will have nothing to expect, about the return of the entry fee, of the annual dues, for personal performance given and for any extraordinary or volunteers contributions made to the association up to that point.
Any personal property owned by the former partner previously given for use to the association shall be returned to him if requested.
Art. 5
Patrimony of the Association
The revenue of the association consists of:
• “Membership entry fee” which must be paid by each member upon admission to the Association;
• “Annual Membership fee” to be paid as a single payment within the term fixed each year by the Board of Directors;
• Extraordinary contributions, approved by the General Meeting related to particular initiatives requiring excess liquidity than the regular budget;
• Voluntary contributions of members;
• Contributions paid by Public Bodies, local authorities, credit institutions or any other organization;
• Subsidy, contributions or bequests given by associated or by third parties;
• Potential revenues, including also the ones of commercial nature, that the association will be able to achieve as a result of the organization of actions in support of its institutional activity.
The funds will be disbursed to cover the costs required to achieve the aims of the association according to the binding resolutions of the General Meeting and of the Board of Directors.
The Board of Directors will report the management of these funds to the meeting of members during the annual meetings.
Any budget surpluses will be reported over the next financial year.
The heritage of the association can not be divided nor be distributed among the members,
both during the life of the association that in case of early termination of the associative relationship
It is absolutely prohibited to distribute profits, surpluses, funds, reserves or capital, also in an indirect way, during the associational life.
Art. 6
Dues
The membership dues are established annually by the Executive Board at the beginning of each year.
Members may provide any additional contributions to the social purposes.
On special occasions, the Board of Directors may propose to the General Meeting to establish extraordinary contributions.
Ordinary contributions are payable from the year following the one in which the registration took place.
The member who has resigned or otherwise ceased to be part of the association is required to pay the membership fee throughout the calendar year.
The membership fee is non-transferable and not subject to re-evaluation.
TITLE III
The institutional system
Art. 7
Bodies of the Association
The Bodies of the association are:
1. Internal management:
• Partner’s meeting;
• Board of directors;
2. External advisory body:
• Scientific and Technical Committee;
The roles are assigned through elections.
Art. 8
Member’s meeting
The Member’s Meeting is the sovereign body of the association.
All the associates which are reported on the Book kept by the board of directors, as discussed in the art. 11, have the right to take part to the member’s meeting.
Ordinary General Meeting of the members is convenes, at least, once every year to:
• Discuss and approve on the balance sheets, budget plans and reposts of the board of directors;
• Elect the members of the board of directors and its president;
• Determine admission and membership dues, as suggested by the board of directors;
• Act on the general guidelines of the association, deliberate on the activities carried out and on those to be performed in the different sectors of its responsibility;
• Deliberate on any other subject of ordinary character that the board of directors wants to be approved.
Extraordinary General Meeting is convenes to:
• Deliberate on the termination of the association;
• Deliberate on proposals to amend the articles of association;
• Deliberate on the transfer of the headquarters of the Association;
• Deliberate on the proposed exclusion of members put forward by the board of directors;
• Deliberate on any other matters of an extraordinary nature, subject to its approval, by the board of directors.
The general meeting may be convened as either ordinary or extraordinary:
• If it is decided by the board of directors;
• If at least one-third of the members makes request to the President.
The General Meeting (both ordinary and extraordinary) consists of all members and is considered legally constituted when half plus one of the members are present in person or by proxy, either in first and second call.
The President of the Association is the head of the general meeting or, in case of his absence, there will be a person nominated by the meeting.
The minutes of the meeting and the resolutions of the members’ meeting, are issued by the General Secretary or, in case of his absence and only in that specific meeting, by a person chosen by the President of the Assembly among the people present. The minutes and the resolutions will be signed by all the members of the Board of Directors present at the meeting.
Each member is not allowed to represent more than one another member (the resolutions are taken by a majority of those present).
The Assembly normally votes by show of hands, on decision of the President, and in the case of subjects of particular importance, if one-third of the members present requests so, it can be conducted by secret ballot.
In this case, the President of the association, will select two tellers among those present.
In case of even vote the assembly of members must immediately ask for a second vote.
The Ordinary and Extraordinary assemblies are called to the meeting by the Presidency, with notice of at least seven days, by invitation by letters, by mail, or through electronic means of communication, or other appropriate means, addressed to the members or also by posting the communication on a board at the registered office.
In cases of emergency, the notice period may be reduced to 5 days.
The assemblies may take place even in electronic form on the computer means of the Association; in this case the president takes the direction and supervision for the entire duration of the meeting.
All the members, who are in good standing with the payment of dues, at least fifteen days before the date fixed for the first meeting of the Assembly of Members, may vote.
Is also allowed to attend the meeting by means of telecommunications or voting by mail or by electronics means of communication.
Those who vote by correspondence or by electronic means is considered intervened at the Assembly.
The ordinary assembly acts by a majority vote of the members present or represented by written proxy to other regular members, in the first and in the second call.
To decide on the eventual dissolution of the Association and the allocation of the social property, the vote in favor at least of the three-quarters of the members present in the Assembly of dissolution during the first call, is required. During the second call instead, the vote of a majority plus one of the present is requires.
All the decisions taken in accordance with the Statute compel each member even if absent, dissenting or abstaining from voting.
Art. 9
The Board of Directors
The Board of Directors consists of at least three council members, who are elected by the member association. The President of the board of directors is the President of the Association.
The Board of Directors remains in charge for three years or anyhow, until the assembly of members which proceeds to the renewal of the Board.
At the end term of their office, members of the Board of Directors can be re-elected.
The Board of Directors appoints, among its members, the following figures: Vice-President, Secretary and Treasurer.
During the intervals between the social meetings and in case of resignation, death, decadence or other impediment of one or more of its members, provided they are less then half, or for reasons of particular importance for the Association, considered as such by the Board, the Board of directors has the duty to proceed on a provisional basis, to the integration of the members of the Council until the statutory limit, and Counselor elected shall remain in office and shall expire with the expiration of the entire Board.
Their charge lasts until the next meeting of members in which will be ratified the appointment.
Board Members will not receive any remuneration as a result of their appointment, except for the reimbursement of costs actually incurred.
The Board of Directors meets, always in a single call, possibly once every three months or whenever the President considers it necessary or when requested by at least three of its members.
The meetings of the Board of Directors shall be properly called at least three days before also by electronic means. In case of particular emergency, the Board of Directors may be called by suitable means, within 24 (twenty four) hours by telephone.
The meetings of the Board of Directors may be held in electronic form on computers means of the Association, of which the President takes the direction and supervision for the entire duration of the meeting.
The board of directors shall act by a simple majority by show of hands, according to the number of those present.
It is also allowed to attend the meeting by means of telecommunications or to vote by correspondence or by electronic means.
Who has voted by correspondence or by electronic means is deemed as he has taken part in the meeting.
The meetings of the board of directors, are considered valid if there is the presence of at least half plus one of its members and are chaired by the president or, in his absence by one of the Vice-Presidents, or in their absence by a councilor appointed by those present.
The Secretary-General issues the minutes to be subscribed by all the members of the sessions and deliberations of the Board of Directors.
The councilor which is absent for two consecutive meetings without justification, will automatically loose its mandate and will be replaced by the first which has obtained the highest number of votes.
Art. 10
Duties of the Board of Directors
The Board of Directors is responsible for:
• Deliberate on matters concerning the activities of the Association for the implementation of its objectives and in accordance with the directives of the General Meeting by providing all the necessary steps;
• Arrange the budgets and final accounts to be submitted to the General Meeting in accordance with the proposals of the Presidency;
• Deliberate on any patrimonial and financial act that goes beyond the ordinary administration;
• Give an opinion on any other subject submitted for its consideration by the President;
• Review the list of members, at the beginning of each social year and in any moment when it is necessary, to verify the permanence of the admission requirements of each Associate, by submitting to the General Meeting, if necessary, motions for a possible exclusion;
• Approve the acceptance of applications for admission and the exclusion of new members;
• Decide on the membership and on the participation of the Association to institutions and public and private bodies that might facilitate the activities of the Association;
• Appoint the Secretary-General;
• Appoint a Vice-President by giving him the relevant powers;
• Keep and update the Book of members.
The Board of Directors is responsible for the positive trend of the Association on both the moral and financial terms, even in derogation from Art. 38 of the Civil Code.
Art. 11
Duties of the President
The President is the legal representative of the Institution both towards third parties and in legal proceedings, besides having the task to give effect to the resolutions of the Board of Directors.
The President has overall responsibility for the conduct and the good performance of Social Affairs and oversees, in particular, to the implementation of the resolutions of the Assembly of Members and of the Board of Directors.
The President may take action for the recognition of legal personality by the relevant authorities.
The President can delegate part of his duties on a temporary or permanent basis to one or more Board Members and he can appoint Procurators for single acts or categories of acts, with the approval of the Executive Council.
Art. 12
Appointment of the President
The President is elected by the General Meeting among the Members and he remains in office for three years or, in any case, until the Ordinary Meeting of Member proceeds to the renew of the company positions.
The President can be re-elected at the end of the office.
In case of his resignation or serious impediment, if considered so by the councils of directors, the Board shall elect a new president until the next Ordinary Meeting of the Members.
Art. 13
Vice President
The Vice-President replaces the President in case of his absence or his temporary impediment, and in those tasks in which he is expressly delegated by the above.
The Vice-President is elected by the Board among its members and works closely with the President.
The execution of specific tasks may be delegated to him.
He remains in office for three years.
If he is replaced, the successor holds office until the scheduled expiration of a three-year period.
Art. 14
Secretary-General
The Secretary General of the Association is appointed by the Board of Directors, he remains in office for three years and he is chosen from among the members of the board; at the end of his mandate he can be re-elected.
The Secretary directs the offices of the Association, coordinates cooperation with the associated, taking care of the ordinary administration of the Association, for the regular handling of ordinary care administration, he holds the power to sign, he takes minutes of the meetings and he takes care of the correspondence.
He takes care of the preservation of the property of the Association, and he executes the various mandates of the Board of Directors.
The Secretary also performs any other tasks, as entrusted to him by the Assembly, by the Council and by the President, from whom he receives the guidelines for the conduct of his duties.
Art. 15
Treasurer
The Treasurer is appointed by the Board of Directors and he is chosen from among its components. He shall ensure the regular book keeping and the related documents; he prepares the budget, the final statement and the report of cash flow. Everything will be submit to the board of directors.
Art. 16
Secretary’s Offices
Secretary’s offices are available for all members for all the tasks of support, information and protection which fall within the purposes of the Association and are headed by the Secretary General.
Art. 17
Financial and budget
The financial year starts on day 1(first) January and ends the 31 (thirty-first) December of each year.
Within six months from the end of each fiscal year the Board of directors will be prepare the balance and the budget of the next exercise to be submitted for approval to the members’ assembly.
Balance sheets must be deposited at the registered office of the Association during the days preceding the Meeting of Members, convened for their approval, to be available to all members.
The Association is not allowed to distribute to its members, even in an indirect way, profits or surpluses however denominated, as well as funds, reserves or capital, unless the use or distribution is imposed by the law.
The association is obliged to use profits or operating surpluses for the institutional activities and for those directly connected to it.
Any budget surpluses will be carried over the following year.
Art.18
Scientific and Technical Committee
The Scientific and Technical Committee is composed of at least five members chosen amongst professionals and teachers, who have tasks of an advisory nature and are designated and appointed by the Board of Directors by the majority of the members.
The duration of the Scientific and technical Committee will be determined by the Board Directors according to the activities to be performed. The members of the committee can be re-appointed.
A Director is elected by the Scientific and Technical Committee from among its members.
The Scientific Committee is called by the Director at least twice year and, in any case, whenever a request is made by at least half of its members.
The invite must be sent via e-mail by the Director to those entitled at least seven days before the date fixed.
The Scientific and Technical Committee proposes:
- The annual report of the Director on the activities of the Association to the Executive Council for its approval;
- Applications for funding to be submitted to public and private bodies;
- The Annual research plan of the Association and any agreements with Departments, Faculties, public and private bodies;
- The annual plan for the use of funds allocated to the Association for various reasons;
- All the measures required for best conduct of ordinary activities of the Association;
Finally, the Scientific and Technical Committee, expresses its opinions on issues that are
submitted by the board of directors. The members of the board may be invited to those meetings concerning matters for which their opinion is considered of particular interest.
The Technical and Scientific Committee also proposes and points out the work units required for its operation.
Director of the Technical and Scientific Committee
The Director shall be elected by majority vote by the Scientific and Technical Committee,
amongst the members of the Committee.
The vote is considered valid when at least the absolute majority of the entitled has taken part in it.
The Director of the Technical and Scientific Committee shall hold office for three years and can be re-elected. In case of early termination of office by resignation, loss of the subjective requirements or otherwise, the renewal takes place within 90 days.
The Director:
- Calls and leads the meetings of the Technical and Scientific Committee, checks the execution of what is being decided and keeps the meetings’ minutes;
- He presents annually the reports concerning the activities of the associations to the Scientific and Technical Committee and to the ordinary members' of the association;
- He drafts the annual plan for the use of funds and he submits it to the technical and scientific Committee;
- He prepares the annual plan of research.
Art. 20
Standards of operation and execution
Any other provisions between the members and the Association, and special rules of operation and enforcement that are not laid down in this Statute, may be arranged with internal rules to be elaborated by the Executive Council which will approve it after consultation with the Assembly of Members.
TITLE VI
Final and temporary provisions
Art. 21
Termination of the Association
The Association is terminates, according to art. 27 of the Civil Code:
a) When the assets have become insufficient for the purpose;
b) For all the other reasons referred to in Article n. 27 of the Civil Code;
c) By resolution adopted in accordance with the provisions of the preceding Article n. 9.
In case of termination of the Association, for any reason, its assets will be donated to another association with similar purposes or for public utility purposes, unless different destination is imposed by law at the time of termination.
Art. 22
Regulatory referral
For all matters not specifically contemplated by this aggreement please refer to the rules of Law of the Civil Code and the laws relating to non-profit associations, as well as the general principles of the legal system.
Read, approved and signed.