Progressiva Statute
On the twenty-fifth day of January, two thousand twenty-two (25.01.2022) in Padua (PD) via Campidano 3 A the following are present: Paco Ruzzante, born in Padua (PD) on 31.07.1987, Tax Code …, resident in Padua (PD) in via Valdagno 27; Arturo Winters, born in Milan (MI) on 22.03.1996, Code …, resident in Berlin (Germany) via Petersburger stra. 87 10247; Giorgia Cazzola, born in Padua (PD) on 04.12.1990, Tax code …, resident in Padua (PD) in via F. Redi 5.
Those present call Paco Ruzzante to chair the meeting, who in turn appoints Giorgia Cazzola as Secretary. The President illustrates the reasons that led those present to promote the establishment of the Association and reads the Statute of Association which, after extensive discussion, is put to the vote, approved unanimously and attached to this act under the letter "A". The Statute establishes in particular that membership of the association is free, that its functioning is based on the will democratically expressed by the members, that the social offices are elective and that any profit-making purpose is absolutely excluded. Those present resolve that the Association be called "Progressiva" and that it has its headquarters in Padua (PD) via Campidano 3 A. The voting of the social offices takes place, as provided for in the Statute approved above and the members of the provisional Board are elected which will be modified or ratified pursuant to the Statute in subsequent specific elections: Paco Ruzzante (President). Arturo Winters (Treasurer) and Giorgia Cazzola (Secretary). The President is authorized to carry out all the procedures necessary to achieve the company's objectives. As there is nothing else to decide, the President dissolves the meeting.
Article 1-Name, headquarters, duration.
1.1. In compliance with the articles. 36 et seq. of the Civil Code, the Association called "Progressiva" is established with headquarters in Padua (PD), via Campidano 3A.
1.2. The duration of Progressiva is indefinite.
Article 2-Symbol
2.1. The symbol of the Association will be defined at the first meeting. The symbol will be used in accordance with this Statute and its use may also be authorized in conjunction with the symbols of other associations.
2.2. Any decision regarding the use of the symbol is the responsibility of the Board of Members.
2.3. Changes to the symbol and name of the Association are approved by the Assembly, upon proposal of the Board of Members, with the favorable vote of the absolute majority of Members entitled to vote in accordance with articles 8.10.
Article 3-Object, purpose and activity.
3.1. Progressiva is a voluntary cultural association, which pursues non-profit purposes and which carries out promotional and social usefulness activities.
3.2. The aims it proposes, in particular, are to promote the involvement, debate and active participation of citizens in the social, political, cultural and administrative life of the European Union, using the most modern communication techniques, as well as to inform and promote citizens' debate to redefine a new progressive political agenda at the European level.
3.3 To pursue the aforementioned objectives, various activities will be implemented, in particular:
A) Creation and management of a digital magazine called "Arbury Road", where contents that respond to the Association's objectives will be published and where ideas, objectives and activities of the Association will be disseminated;
B) Dissemination of the aforementioned "Arbury Road" magazine and its contents through publication and sponsorship on the main social networks (for example: Facebook, Twitter, Instagram, LinkedIn);
C) Creation of Podcasts on topics of European and national relevance both with members of the Association and with guests, which will subsequently be broadcast with the same methods referred to in point B);
D) Creation and management of the "online meme" Facebook page (meaning the online publication of images and/or phrases to describe ideas, concepts, situations, expressions) called "EUandmepage";
E) Organisation, administration and management of campaigns aimed at raising funds to finance activities aimed at achieving the Association's objectives;
F) Organization and management of events, conferences and initiatives of various kinds useful for disseminating the Association's objectives in Italy and in the other Member States of the European Union, during which discussion, participation and exchange will be encouraged to the maximum of ideas among all participants;
G) Promotion of initiatives aimed at affirming people's fundamental rights, as well as European social and cultural integration;
H) Cooperation with associations, organizations, institutions, parties and foundations of all Member States of the European Union to pursue and make known the objectives of the Association.
I) Management of Internet tools, Social Media, forums and similar multimedia installations, as well as purchasing the web domain name.
J) Creation, organization and administration, in the long term, of a school in line with the aims of the Association to teach and discuss issues related to current affairs.
K) Carrying out any other activity that can contribute to the pursuit of the Association's goals, making use of its own means and skills, as well as the advice of experts and external collaborations for all the activities described and which will be carried out.
L) Carrying out any other activity connected or similar to those listed above and carrying out, always in compliance with the relevant legislation, any contractual act or operation necessary or useful for the direct or indirect realization of the institutional purposes.
Article 4-Members.
4.1. All natural persons who share its aims and accept this statute are admitted to Progressive.
4.2. Those who intend to register with Progressive send a written request containing their complete details to the Steering Committee. The request for registration may be rejected with a reasoned decision by the Steering Committee. A register of Members is kept at the Association's headquarters. The personal data of the Members are collected, stored and managed by the Association by adopting all the necessary measures to ensure full compliance with the regulations regarding the protection of personal data and privacy, in compliance with EU Regulation no. 2016/679 and all legislation in force pro tempore.
4.3. Members are required to pay the registration fee established by the Board of Members in accordance with this Statute.
4.4. There are three categories of Associates:
A) Ordinary: they are those who pay the registration fee established annually by the Board of Members.
B) Supporters: they are those who, in addition to the ordinary fee, make extraordinary voluntary contributions.
C) Meritorious: they are those who are nominated as such by the Assembly for particular merits acquired for the Association.
4.5 Admission to membership is for an indefinite period, without prejudice to the right of withdrawal.
4.6 Association provides for the non-transmissibility of the membership fee or contribution with the exception of transfers due to death and the non-revaluability of the same.
Article 5-Rights and duties of Members.
5.1. All Members have the right to:
A) Elect the corporate bodies and be elected in them;
B) Be informed, in compliance with the legislation on the protection of personal data, on the association's activities;
C) Be reimbursed for expenses actually incurred in carrying out the activity performed in the name and on behalf of the Association which have been approved by the Board of Members;
D) Exercise the further rights recognized by this Statute.
5.2 Members, unless otherwise provided in the Statute, have the following duties:
A) Contribute to the achievement of the Association's objectives;
B) Respect the resolutions of the Association's bodies and refrain from any behavior contrary to the interests and objectives of the Association;
C) Fulfill all obligations deriving from the Statute and the law in general;
D) Pay the registration fee within the deadline.
Article 6-Termination of the associative relationship.
6.1. The associate qualification is lost for the following reasons:
A) Voluntary resignation, through written communication, including via email, sent to the President;
B) Death, declaration of interdiction or incapacity.
6.2 The loss of the status of Associate can also occur through exclusion decided by the Board of Members, by absolute majority and in the following cases:
A) Failure to pay the registration fee by the due date, without prejudice to the possibility of remedying the breach within 30 (thirty) days from receipt of the payment request from the Association;
B) Serious violations of the Statute;
C) Loss of the requirements for admission to Associate status.
The exclusion resolution is preceded by a notification of objection made in writing, or by email. Within 15 (fifteen) days of receiving this communication, the Member can formulate his observations and defenses and request to be heard by the Board of Members within 15 (fifteen) days of the request and the exclusion resolution cannot be adopted before the hearing took place. For serious reasons, the Board of Members may order, with effect from the date of the communication of dispute, the temporary suspension of all the rights of the Member concerned.
6.3. Any Member who ceases to be part of the Association for any reason loses all rights to the quotas pursuant to this statute and cannot obtain a refund of the amount paid by way of registration and/or extraordinary voluntary contribution.
Article 7-Bodies.
7.1. They are bodies of the Association:
A) Members' meeting;
B) Board of Members;
C) President;
D) Secretary;
E) Treasurer.
Art. 8-Assembly.
8.1. The Assembly is the sovereign body of the Association and is made up of all Members.
8.2. The Assembly is convened at least once a year to approve the budget and in any case when at least a third of its members request it.
8.3. The Assembly is convened by the President with written notice to be sent by email or other means deemed suitable to the address communicated by the Members at the time of joining, at least 7 (seven) days before the date of the meeting. For urgent decisions, the call can be made in the prescribed manner, at least 24 (twenty-four) hours in advance.
8.4. The notice convening the Assembly must contain the indication of the place (including electronic), the day, the time, of the meeting and any second call, as well as the agenda with the list of matters to be discussed .
8.5. Participation in the meeting is also permitted via electronic means. Voting by proxy in favor of another member of the Assembly is permitted, with a limit of one proxy per delegate.
8.6. The Assembly is duly constituted on first call with the presence of the majority of Members; while in the second call it is duly constituted regardless of the number of participating Members. The Assembly is validly constituted even in the absence of a call, if all the Members are present.
8.7. The Assembly is chaired by the President who appoints a secretary of the meeting.
8.9. The Assembly decides with the favorable vote of the absolute majority of the Members present. In the event of a tie, the President's vote prevails. Voting takes place by show of hands or by secret ballot, when at least a third of the members present so request.
8.10. Amendments to the Statute are approved with the favorable vote of the absolute majority of those entitled to vote.
8.11. The discussions and resolutions of the Assembly are summarized in minutes drawn up by the Secretary and signed by the President. Each Member has the right to consult the minutes and extract a copy.
Art. 9-Tasks of the Assembly.
9.1. The Assembly must:
A) Approve the final and budgetary statement;
B) Determine the programmatic lines of the association's activity;
C) Approve any internal regulations;
D) Elect the members of the Board of Members and the President;
E) Decide on the dissolution of the Association or its merger with another Association;
F) Decide on anything else delegated to it by law or by statute or submitted to its examination by the Board of Members.
Art. 10 - Board of Members.
10.1. The Board of Members is the executive body, to which all powers are attributed for the implementation of the decisions of the Assembly and for the adoption of initiatives necessary or useful for the pursuit of the objectives of the Association.
10.2. The Board of Members is made up of 7 (seven) members elected by the Assembly, including the President, the Treasurer and the Secretary. The members of the Board remain in office for 3 years and can be re-elected.
10.3. The Board of Members meets at least once a month, upon convocation by the President to be made with a written invitation to be sent by e-mail or other means deemed suitable to the address communicated by the Members at the time of joining, at least 7 (seven) days before the meeting date. For urgent decisions, the call can be made in the prescribed manner, at least 24 (twenty-four) hours in advance. Participation via IT and/or telematic means is permitted.
10.3. The Board of Members is validly constituted when the majority of its members are present. It decides by majority of those present.
10.3. The Board of Members carries out all acts of ordinary and extraordinary administration not expressly delegated to the Assembly; draws up and presents to the Assembly the annual report on the Association's activity, as well as the final and budgetary statement.
10.4. In particular, the Board of Members:
A) Adopts regulations, directives and resolutions for the implementation of the Association's objectives;
B) Decides on asset investments;
C) Prepares the economic-financial statement to be submitted to the Assembly;
D) Approves both incoming and outgoing cash movements of the Association;
E) Establishes the amount and deadline of the contribution due by the Members;
F) Assumes and adopts every decision relating to any employees, determining their remuneration;
10.5. Upon the establishment of the Assembly, the Board of Members is composed of the founders indicated in the deed of incorporation, who, even in the event of cessation of the role of member of the Board of Members, will maintain consultative functions regarding the decisions of the Association.
Art. 11- President, Treasurer and Secretary.
11.1. The President, the Treasurer and the Secretary are elected by the Board of Members from among its members, remain in office for 3 (three) years and can be re-elected.
11.2. The President has the legal representation of the Association, presides over the Board of Members and the Assembly; he convenes the Assembly and the Board of Members both in the case of ordinary and extraordinary meetings.
Art. 12- Economic resources.
12.1. The economic resources of the Association consist of:
A) Members' dues and contributions;
B) Contributions from private individuals;
C) Contributions from the State, public bodies and institutions aimed exclusively at supporting specific and documented activities or projects;
D) Contributions from international organizations;
E) Donations and bequests;
F) Revenue deriving from the provision of affiliated activities and services;
G) Income from movable or immovable property received by the Association for any reason;
H) Revenue deriving from promotional initiatives aimed at own financing (e.g.: parties, subscriptions including prizes);
I) By any other form provided for by current legislation.
12.2. The common fund, made up, by way of example and not exhaustively, of operating surpluses, funds, reserves and all assets acquired in any capacity by the Association, can never be distributed among the members during the life of the association nor at the time of its dissolution.
12.3. It is forbidden to distribute, even indirectly, profits and operating surpluses, as well as funds, reserves or capital during the life of the association, unless the destination or distribution is imposed by law.
12.4. Operating surpluses must be used for the implementation of institutional activities and those directly connected to them.
Article 13 - Economic and financial statement.
13.1. The Association's economic and financial statement is annual and begins and ends respectively on January 1st and December 31st of each year. The final account contains all income and expenses incurred relating to the past year. The budget account contains the expenditure and revenue forecasts for the following annual financial year.
13.2. The economic-financial statement of the Association is prepared by the Board of Members and approved by the ordinary general assembly with the majorities provided for by this statute. A copy of the final budget will be made available to all members together with the convocation of the Assembly which has its approval on the agenda.
Article 14-Dissolution and devolution of assets.
14.1. Any dissolution of the Association will be decided only by the Assembly in the manner set out in the art. 9.
14.2. The Association has the obligation to donate the assets of the non-commercial entity in the event of its dissolution for any reason to another non-commercial entity that carries out a similar institutional activity, unless otherwise required by law.
Article 15- Disputes.
15.1. Any dispute between Members, or between the Members and the Association, with regard to the execution and interpretation of this Statute and in any case the activities of the Association, is subject to the exclusive jurisdiction of the Court of Padua (Italy).
Art. 16- Final provisions.
16.1. For anything not provided for in this Statute, reference is made to the laws and general principles of the Italian legal system.