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STATUTE

OF THE AMATEUR SPORTS ASSOCIATION
IKIGAI SAILING


CONSTITUTION AND PURPOSES

Article 1)

Pursuant to art. 36 and in compliance with the Civil Code, the non-profit Amateur Sports Association called "Ikigai Sailing Amateur Sports Association" has headquarters in Rome, at Via delle Terme Deciane n. 8; it is governed by this statute and complies with the rules and directives of the bodies of the sports system, with particular reference to the provisions of the CONI, as well as the Statutes and Regulations of the national sports federations or of the sports promotion body to which the Association is affiliated by resolution of the Board of Directors. By means of a specific resolution of the Board of Directors, the Association can establish different operational offices and / or the main legal and operational headquarters can be changed.

Article 2)

The Association can carry out activities in the sectors of sport and sports' promotion in general in all its forms and styles, including those disciplines and activities preparatory to the sports world of educational, pedagogical, cultural and social promotion, in addition to preparatory commercial activities and / or connected to the sports world in general, obviously respecting the dictates of the laws and regulations in force regarding Amateur Sports Associations. The duration of the Association is unlimited.

Article 3)

The Association is an autonomous, free, non-political and non-denominational institution; it does not pursue profit-making purposes and prohibits the distribution, even indirectly, of profits or operating surpluses as well as funds, reserves or capital during the life of the Association itself, unless the destination or distribution is required by law. The Association operates for sporting, recreational and cultural purposes for the exclusive satisfaction of collective interests, and does not discriminate on the basis of sex, religion, race and socio-economic conditions.

Article 4)

The tasks of the Association are:

- to contribute to the sporting, cultural and civil development of citizens and to the ever wider diffusion of democracy and solidarity in human relationships, as well as to the practice and defense of civil, individual and collective liberties;

- to promote and encourage the dissemination, knowledge and practice of sporting activity in general with a particular purpose and interest in sailing, whether sporting or not;

- make proposals to sports and public bodies for adequate sports programming in the area;

- organization of sporting activities in general: training courses, seminars, competitions, internships, practical tests, trainings, rallies for the practice and dissemination of sports practiced, both in public and private environments, both outdoors and indoors;

- promotion, dissemination and practice of all cultural, tourist, recreational and free time activities in order to favor the relationship between Members;

- edition and dissemination of magazines, and of any other publication connected with the activities indicated above;

- manage and own, rent or lease any type of sports facility, whether immobile or mobile, make agreements with other associations or third parties in general, as well as transfer its headquarters or open secondary offices in Italy or abroad, may also carry out any movable, real estate and financial operation that was deemed useful, necessary and pertinent, and in particular those relating to the construction, expansion, equipment and improvement of sports facilities, including the acquisition of the related areas, as well as the purchase of properties to be used for sports activities;

- carry out commercial operations in compliance with the legislation in force regarding non-commercial entities, such as preparatory commercial activities and / or related to the sports world, obviously respecting the dictates of the laws and regulations in force on the subject;

- manage an internal shop conducted directly, for the exclusive use of its members and the members of the body to which they belong, for the administration of food and drinks, which becomes the meeting point and the place where the various initiatives and events of institutional character, all for the exclusive use of the Members only.

Article 5)

The number of members is unlimited. All those who share the aims and inspiring principles and accept the Statute can be members of the Association. The associative relationship and the associative modalities are aimed at guaranteeing the effectiveness of the relationship itself; therefore participation in the associative life cannot be temporary. All citizens of both sexes can join the Association. All Members are equal and have the same rights and duties.

Article 6)

To be admitted as a member it is necessary to submit an application for admission as a member to the Board of Directors or to the person appointed by it, even verbally, declaring to abide by this Statute and the resolutions of the Corporate Bodies. Applications for admission as a member submitted by minors must be countersigned by the parental authority. The parent who signs the application represents the minor in all respects towards the Association and responds to the same for all the obligations of the minor associate.

Article 7)

The presentation of the application for admission, at the discretion of the Board of Directors of the Association or the person appointed by it, even verbally, gives the right to receive, even immediately, the Social Card. Upon issuing the Social Card, the applicant will, for all purposes, acquire the status of Member for an entire social year; Temporary Members are not admitted (as required by paragraph 8 letter c- art.148 of the TUIR).

If the application is rejected, the interested party may lodge an appeal within 7 days, on which the Ordinary Shareholders' Meeting makes a definitive decision. Resignations as a member must be submitted in writing to the Board of Directors of the Association. Members are all those who participate in the social activities of the Association, after registering with the same. Both natural persons and Entities and / or Associations as a single Member, represented by the legal representative with a single vote at the Social Assemblies, can be part of the Association, as Members.

The validity of the status of Member, effectively achieved at the time of submission of the application for admission, is subject to the acceptance of the application by the Board of Directors or its representative (see article 6) and is considered tacitly ratified, without the need of a specific Assembly, unless there is a reasoned non-acceptance of the application itself within the term of 30 days from the presentation; this observation period is provided for by the board itself. An appeal to the Shareholders' Meeting is admitted to such non-acceptance or, better said, expulsion of the Member.

Associate status does not create other participation rights; membership fees or contributions cannot be revalued and cannot be transferred to third parties with the exception of transfers due to death (as required by paragraph 8 letter f- art.148 of the TUIR).

Article 8)

The qualification of Member gives the right to participate in the Social Assemblies, to vote at the Social Assemblies (adults only); to be part of the active and passive electorate (adults only); to compete for Social Positions (adults only); to attend the premises of the Association and any secondary offices to participate in the activities organized by the Association itself in the manner established from time to time by the Board of Directors.

Article 9)

All Members are equal and are required:

- upon payment of the Social Card;

- the payment of any annual dues and social contributions such as, for example, the annual registration fee, or periodic based on participation in periodic institutional activities, necessary for the realization of the organized activities, thus being able to contribute to the vital financing of the activities themselves;

- compliance with the Articles of Association, any internal regulations and resolutions taken by the Corporate Bodies, including any additions to the social fund through payment of dues and extraordinary membership contributions.

Article 10)

Members who cease to belong to the Association, are expelled or are expelled in the following cases:

- voluntary resignation;

- when they do not comply with the provisions of this statute, the internal regulations or the resolutions taken by the Corporate Bodies;

- when they are in arrears in the payment of the card and of the Social Dues without justified reason;

- when, with their conduct or actions deemed dishonorable, both outside and within the Association, they destabilize the normal life of the association or constitute an obstacle to the good performance or good name of the association;

- when, in any way, they cause moral or material damage to the Association.

The cancellation will be approved by the majority of the members of the Board of Directors pronounced against the Member and the provision of the Board of Directors must be ratified, at the earliest opportunity, by the Ordinary Assembly. The dismissed Member cannot be readmitted anymore, except for Members who have been dismissed for arrears, who can, upon request, be readmitted by paying a new registration fee. In any case, this readmission will be approved by the first Shareholders' Meeting.

Expulsion is communicated by letter to the shareholder concerned. The shareholder concerned may lodge an appeal against the aforementioned provision within 7 days from the date of communication of the expulsion; the appeal will be examined by the Shareholders' Meeting in the first ordinary meeting.

The loss, for any reason, of the status of member does not give the right to the refund of the amount paid to the Association.

The death of the shareholder does not confer any rights on the heirs in the associative context.

SOCIAL ASSETS

Article 11)

The corporate assets are indivisible and consist of:

  • registration fees and fees for institutional services paid by members;

  • from any proceeds deriving from the activities organized by the Association and from other revenues of a commercial nature;

  • any contributions and donations from private individuals or public bodies, grants, donations, various legacies;

  • from any goods, movable and immovable, owned by the Amateur Sports Association or received by it for any reason;

  • from any reserve funds.

The Association is forbidden to distribute even indirectly, profits or operating surpluses, however denominated, as well as funds, reserves or capital during the life of the Association itself, but they must be used for the achievement of institutional sporting purposes, unless the destination o the distribution is not required by law (as required by paragraph 8 letter a - art.148 of the TUIR).

Article 12)

The sums paid for the card and for the dues and social contributions are not refundable under any circumstances.

FINANCIAL STATEMENT

Article 13)

The economic report includes the financial year from January 1st to December 31st of each year and must be presented by the Board of Directors to the assembly by April 30th of the following year.

The economic report must be drawn up clearly and must represent, in a correct and truthful way, the patrimonial and economic / financial situation of the Association, in compliance with the principle of transparency towards the Members (as required by paragraph 8 letter d-art. 148 of the TUIR).

Article 14)

The Association is non-profit and the profit  of the activity cannot, under any circumstances, be divided among the members, even in indirect forms.

The active residue of the statement must be reinvested in the association itself for institutional purposes and / or for the purchase / renewal of the plants, equipment, movable and immovable property necessary for the Association itself, or used within the terms provided for by the laws in force in matter.

Article 15)

The Bodies of the Association are: the Members' Assembly, the Executive Council and the President of the Executive Council.

ASSEMBLY
Article 16)

The Assembly of Members is the sovereign body of the Association; it is made up of all the shareholders for whom this qualification exists at the time of the convocation and can be ordinary or extraordinary.

The Assembly is convened by the President at least once a year within four months of the end of the financial year for the approval of the economic-financial report, for the discussion on the activity carried out and for the planning of future activities and, in any case, whenever the Board of Directors deems it appropriate, or when a request is made by at least 1/3 of the members, as long as they are up-to-date with the payments of the membership fees.

The convening of the Assembly must be carried out at least 8 days before the date of the meeting by sending an e-mail / paper letter and publishing the notice on the home page of the Association's website / posting the notice in a clearly visible manner in the premises in which associative activities are carried out (as required by paragraph 8 letter e - art.148 of the TUIR). The notice of call must contain the day, time and place of the first and second call, as well as the agenda.

The Ordinary Shareholders' Meeting is convened whenever it is deemed necessary for the resolution of the following:

- approves the general lines of the activity program for the fiscal year;

- elect the Board of Directors;

- proceeds with the appointment of the Company Offices;

- elects the electoral commission composed of at least 3 members which proposes the name of the candidate members and controls the conduct of the elections;

- approves the final economic / financial report and any budget;

- approves the allocations for initiatives envisaged by this statute;

- deliberates on all matters relating to company management.

It is up to the Assembly to decide on any modification of the Statute and regulations and on the appointment of the governing bodies of the Association.

Article 17)

The Extraordinary Assembly is convened:

- every time the Board of Directors deems it necessary;

- whenever at least half of the Members submit a justified request.

The Assembly must take place within 20 days from the date on which it is requested.

The Extraordinary Assembly is convened whenever it is deemed necessary for the resolution of the following:

  • deliberate on the transformation, merger and dissolution of the Association;

  • deliberate on proposals for amendments to the Statute;

  • deliberating on any other matter of an extraordinary nature and of general interest placed on the agenda.

Article 18)

The ordinary Assembly, chaired by the President of the Board of Directors, who appoints a secretary from among the members, is validly constituted on first call with the presence of 50% plus one of the members, on second call whatever the number of members present.

The ordinary Shareholders' Meeting validly deliberates, both on first and second call, with a majority of 50% plus one of those present on all the issues on the agenda.

At least one hour must elapse between the first and second call.

The Extraordinary Assembly is chaired by a President appointed by the Assembly itself by simple majority, who in turn appoints a secretary from among the shareholders.

To modify the deed of incorporation and the statute, the Extraordinary Assembly is validly constituted with the presence of at least three quarters of the members and deliberates with a majority of 50% plus one of those present.

To resolve the dissolution of the Association and the devolution of the assets, the favorable vote of at least three quarters of the members is required.

Article 19)

The dissolution of the Association is deliberated by the General Assembly of Members, convened in an extraordinary session.

The dissolution of the Association, again by resolution of the General Assembly of Members, occurs even when the minimum number of members of the Board of Directors provided for by law is no longer valid and there is no re-election within a reasonable time of the members of the Board of Directors who are missing; in this case the Association is forced to cease as there is no vital Governing Body in charge of coordinating and directing institutional activities.

The Assembly, upon the dissolution of the Association, will decide on the destination of any active residue of the Association's assets. The destination of the residual assets will take place in favor of another association that pursues similar purposes or for sporting purposes in accordance with the provisions of law 289/2002 and any subsequent amendments, or new legislative provisions on the subject (as required by paragraph 8 letter b- art .148 of the TUIR).

Article 20)

All members of legal age can attend the Assembly (ordinary or extraordinary), with the right to vote, as long as they are up-to-date with the payment of membership fees; each shareholder is entitled to only one vote (as required by paragraph 8 letter c- art.148 of the TUIR). Minor members and those who exercise parental authority or guardianship have the right to receive the call of the Assembly and to be able to attend it, but they do not have the right to speak or to vote or to vote. Intervention by proxy is allowed to be conferred in writing exclusively to another shareholder. Each shareholder cannot have more than one proxy.

The voting of the Assembly will take place, upon indication of the same, by show of hands, by roll call or by secret vote.

Article 21)

All assembly resolutions and reports, as well as being duly transcribed in the minutes book of the Shareholders' Meetings, are advertised to the members with exposure for 10 days after approval at the Amateur Sports Association headquarters.

BOARD OF DIRECTORS

Article 22)

The Board of Directors is the executive and management body of the Association and is elected by the Assembly every 4 years. It is composed of a minimum of three members, elected by the Founding Members at the time of constitution, or by the Shareholders' Meeting which, within its scope, appoints the President, the Vice-President and the Secretary and establishes the possible duties of the other directors in order to the activity carried out by the Association for the achievement of its institutional purposes. The Board of Directors is entitled to co-opt other members up to a maximum of one third of its members. The members of the Board can be re-elected or tacitly and automatically renewed if the specific Assembly is not called. The Board of Directors can be revoked by the Members' Assembly; however, it will remain in office until the election of the new one. In the event of the resignation of a member of the Board of Directors, the first of the non-elected members is co-opted.

Part of the powers pertaining to the Board of Directors may be delegated to the President, who is the legal representative of the Amateur Sports Association.

It is forbidden for the members of the Board of Directors to hold the same position in other amateur sports clubs or associations.

Resolutions will be adopted by majority. In the event of a tie, the vote of the President will prevail.

The functions of the members of the Board of Directors are completely free and only the expenses related to the performance of the assignment will be reimbursed. In the event that one or more members of the Board of Directors are called, by virtue of their specific skills, to carry out professional activities in favor of the Association, they must be paid only for these specific functions, it being understood that nothing can be recognized in respect of the activity as a director.

Article 23)

The Board of Directors has the widest powers for the ordinary and extraordinary management of the Association. In particular, the Executive Council is responsible for:

  • decisions relating to ordinary and extraordinary expenses, operating and capital account, for the management of the Association;

  • decisions relating to institutional, complementary and commercial activities and services to be undertaken for the best achievement of the Association's institutional purposes;

  • decisions concerning the management of employees and the coordination of collaborators and professionals used by the Association;

  • the annual drafting of the economic-financial report to be submitted to the approval of the Assembly within four months of the end of the financial year;

  • the presentation of a programmatic plan relating to the activities to be carried out in the new social year;

  • the establishment of the social quotas;

  • the faculty to appoint, from among the members external to the Board, delegates to carry out particular functions established from time to time by the Board of Directors itself;

  • the drafting and approval of the Administrative Regulations and the proposed amendments to the Articles of Association to be submitted for subsequent approval by the Shareholders' Meeting;

  • the resolution on the admission of new members;

  • any function that the statute or laws do not attribute to other bodies.

Article 24)

The Board of Directors meets at least twice a year or whenever the President or the majority of the members deem it necessary. The convocations of the Board must be made with written notice to be delivered at least 8 days before the date of the meeting; this notice must contain the agenda, date, time and place of the meeting.

The meetings of the Board of Directors are in single call, are valid with the presence of at least the majority of its members and are chaired by the President or, in his absence, by a director designated by those present. The Board of Directors deliberates by simple majority, by show of hands, based on the number of those present. In the event of a tie, the vote of the President prevails.

The meetings and resolutions of the Board are recorded in the minutes signed by the Chairman and the Secretary.

PRESIDENT

Article 25)

The President represents the Association in all respects before third parties and in court, has the Legal Representation and the Social Signature.

He is elected by the General Assembly, together with the members of the Board of Directors, every 4 years.

He chairs the Assembly and the Governing Council and provides for the convocation, supervises the execution of the resolutions of the Assembly and the Governing Council and, in cases of urgency, can exercise the powers of the Governing Council unless ratified by the latter. at the first useful meeting.

The President has overall responsibility for the conduct and good performance of corporate affairs. The President is responsible for signing the social deeds that bind the Association both towards the Members and third parties and can open and manage, even with single signature, immediately Current Accounts. In particular, the President oversees the implementation of the resolutions of the Board of Directors' Assembly. The President can delegate part of his duties to one or more directors, temporarily or permanently. The Vice President assists or replaces the President in case of absence or impediment.

Article 26)

The Board of Directors lapses due to simultaneous resignations of half plus one of its members. In this case, the President or, in the event of his impediment, the Vice-President or, alternatively, the most senior Director, must convene the Extraordinary Assembly within fifteen days and to be held within the following thirty, taking care of the ordinary administration.

DISSOLUTION OF THE ASSOCIATION

Article 27)

The dissolution of the Association is deliberated by the Extraordinary Assembly of the members on the proposal of the Board of Directors, which will also appoint the liquidators. The residual assets (if present), after deducting the liabilities (residual debts and various obligations of the Association), will be donated for one or more purposes established by this Statute (see Article 19) and in any case to another association with similar purposes or to purposes of public utility, having heard the control body referred to in art. 3, paragraph 190 of the law 23.12.96, n. 662, without prejudice to a different destination imposed by law (as provided for by paragraph 8 letter b- art.148 of the TUIR).

FINAL PROVISIONS

Article 28)

It is established that the Association is affiliated with one or more Sports Promotion Bodies recognized by CONI and / or Federations and recognizes and complies with their Statutes, Rules and Regulations; it also complies with the regulations and directives of the CONI itself. The Association undertakes to accept any disciplinary measures that the competent bodies of the Federations / Bodies / CONI should adopt against it, as well as the decisions that the authorities of the aforementioned Bodies should take in all disputes of a technical and disciplinary nature relating to 'sport activity.

Article 29)

The decision on any dispute that may arise between the members, or between them and the association or its bodies, except those which by law cannot be compromised with arbitrators, will be deferred to the judgment of three arbitrators, of which two to be appointed by each of the contending parties, and the third by mutual agreement. In case of lack of agreement, the Board of Directors will instruct the President of the Court where the association is based to carry out the appointment of the third arbitrator.

Article 30)

For anything not expressly provided for by this Statute, express reference is made to the laws and general principles of the Italian legal system as well as to the current rules on amateur sports associations, non-commercial entities and non-profit associations.

This Statute was approved by the founding members in the Constitutive Act.

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