ARTICLES OF ASSOCIATION
A national association in the name of "Avocats sans Frontières Italy" is hereby constituted, having philanthropic, scientific and educational goals. The association also known as “ASF Italy” has offices in via Tacito 50 Rome.
Life of the association and its objectives
The Association life lasts until the 31 December 2050 and may be extended.
The Association develops its activities as a non-profit organization, social utility as part of international solidarity through the legal and judicial assistance.
The Association pursues exclusively intervention activities, according to their ability, in countries where Human Rights are violated, where political violence and armed conflicts do not respect the rule of law, promoting the participation of third parties even with financial aims to these contents.
The Association can carry out his professional services with public or private institutions by covenants or entering into a specific agreement.
The Association can carry out all the activities and operations necessary directly related to their mission and then will work in services related to humanitarian assistance.
More specifically, the establishment of an activity devoted to spreading awareness and importance of law and humanitarian principles, the recruitment of volunteers and to raise funds for social purposes and humanitarian, as well as through various activities and ancillary, such as meetings, debates, conferences, seminars, competitive examination, production and publication of magnetic media, edition of books, magazines and bulletins of informative and other appropriate means and services in any way connected with the institutional purposes.
To achieve the social aims, the Association may, among other things, own and / or manage both movable and immovable; assets receive donations; enter into contracts and / or agreements with other associations and / or third parties in general and any other useful service, within the limits of law, to the achievement of the social finalities.
In the orientation of its activities, the Association cooperates, in rescue work, with people where justice is inaccessible to groups and / or individuals most vulnerable who do not know their rights or do not know how to reclaim them, where the degree of independence of the judiciary is insufficient and / or has gaps in legislation and procedures, the actors of the judiciary (lawyers, judges, magistrates) are not sufficiently trained or limited in the exercise of their duties, the judicial services has no the means, without racial, religious, philosophical or political discrimination.
The Association operates in the spirit of neutrality and impartiality, in the name of legal assistance, claiming total freedom of the exercise of its function, adapting its lines and its moral, ethical and strategic decisions to the uniform criteria and lines of conduct adopted by other sections of Avocats sans Frontières, even stipulating protocols of coordination.
Members of the association
The Association is formed by founders members, ordinary members and supporters members, as provided under article 6.
The admission of new members is subject to the following provisions:
Admission to the association
- Presentation of the application;
- Admission to membership is also subject to payment of the registration fee and the annual fee .
The admission is provisionally decided by the President, who will submit applications for admission to the Board of Directors, which will hold the final decision. The Council's decision is final.
The person whose application for membership has been rejected can file a new application no sooner than six months after the negative decision regarding the previous request.
Members through admission application undertake to observe and accept without reservation the provisions of this Statute, any internal regulations, the provisions of the Board and those of the ASF Word to which the association is affiliated and which accepts and applies the guidelines. Also agree to make, in an honorary capacity, the Association all their cooperation and commitment necessary for the development and the pursuit of its statutory objectives. They undertake not to carry out any conduct that may harm the honour, image and reputation of the Association, and not to hinder the realization of the social aim.
The amount of the annual minimum quota is established by the Board and will be communicated at the beginning of each fiscal year to members by advertising on the premises of the Association and to sending e-mail.
Annual dues must be paid in full in advance and no later than 1 January each year, beginning of the fiscal year.
In case of delay in payment of more than a month, the member will be warned for the same payment by registered letter sent at the address shown in the register of members or by e-mail. Is duty/interest of each member to keep updated the association regarding his contact details.
The fee shall be forfeited to the Association for the full year during which the member ceases to have that status.
Membership status is personal and not transferable in life or to heirs or legatees.
Classification of members
The members of the Association are:
- Founding Members
- Ordinary Members
- Honorary Members
- Supporters Members
Founders members are who took part to the incorporation of the Association signing the Statute.
Ordinary members are lawyers whose application for admission to the Association was duly approved by the Board.
They can also be ordinary members of the Association lawyers and jurists who identify with the aims of the Association. They have voting rights and are eligible for office.
Honorary members are persons that the Board of Directors deems it appropriate to appoint on merit recognition professional or scientific.
They do not have voting rights and are not eligible for office .
The appointment as honorary member must be approved by the Board of Directors proposed by the President
The supporting members are people , organizations, institutions , Councils of Professional Associations , companies, associations and scientific techniques that , in keeping with the purposes of article 1 , have helped the Association or its activities, or with contributions and donations .
Temporary belonging to the Association is not allowed.
It is burden of the member to keep updated the Association regarding his contact details.
The membership is lost for:
Lost of membership
- failure to pay the annual membership fee for two consecutive years.
Members who wish to withdraw from the Association shall notify its intention by letter, fax or email to the President, who will decide the loss of status of member. This decision is immediately enforceable.
In addition, the presence of one of the conditions set out in points B and D, the member is deleted from the register of members by President resolution, immediately enforceable.
The fee shall be forfeited by the Association for the full year during which the member ceases to have that status.
The expulsion of a member can take place for serious breaches statutory obligations or behaviour contrary to law or rather to acts which seriously affected the Association. The expulsion from the register of members for unworthiness is decided by the Board of Directors by a majority of two thirds of the members. The order regarding expulsion will be served to the shareholder by registered letter signed by the President.
Against the application of disciplinary measures the member may appeal within 45 days, simultaneously presenting his observations and written explanations. If the Board of Directors does not decide within 60 days. From the day receiving the appeal, the disciplinary measures will be confirmed.
The Board of Directors, by a simple majority, may apply to members who are guilty of infringement to the decor, to the terms of the Statute or the Rules of procedure a caution or
The members, who have withdrawn or been excluded or that have ceased to belong to the Association, can not repeat contributions.
Members who wish to withdraw from the Association shall notify its intention by letter, fax or email to the President, who will decide the loss of the status of member. This decision is immediately enforceable.
Moreover in case of one of the conditions set out in points B and D occurs, the member is deleted from the register of members by immediately enforceable resolution of the President.
The fee shall be kept by the Association for the full year during which the member ceases to have that status.
The expulsion of a member can take place for serious breaches of Statute obligations or behaviour contrary to it or conduct which seriously affected the Association. Given those circumstances, the Board of Directors may hear the reasons given by the member and pending the decisions of the General Meeting of the Assembly, may pronounce with simple majority a suspension measure.
The Assembly informed on the matter by the President of the Board at the first meeting will decide, with the majority of votes present or represented, the expulsion of the member.
Moreover the Assembly may takeall appropriate measures as to the details and financial practices that may imply that exclusion.
The members who have withdrawn or been excluded or that have ceased to belong to the Association can not claim back the membership fees.
The offices of the Association
The offices of the Association are:
- The General Meeting of the Assembly
- The Board of Directors
- The President and Vice presidents
- The Secretary – Treasurer
- The Board of Arbitrators
- The Honorary President
The General Meeting of the Assembly
The Assembly of Members is composed by all members who at the time of call have regularly paid the membership fee, who have no introduced a resignation application and who have not received the expulsion order.
Legally convened and regularly constituted, the General Meeting of Assembly represents all members and its resolutions, passed in accordance with this Statute, whose decisions are binding on all members including those abstaining or dissenting.
Each member is entitled to one vote.
In case of absence or hindrance, the member may be represented, giving a written proxy, by another member.
Each member mayhold not more than five proxies.
The Ordinary meeting is called in at least once a year, by the end of April, to approve the final budget prepared by the Board of Directors and the ratification of the financial budget approved by the Board.
The Extraordinary Meeting shall meet as often has to take decisions on its own jurisdiction provided by article 9, in cases a failure of the offices of the Association and whenever the President deems it necessary. The General meeting of members, ordinary and extraordinary, is called by the President of the Board of Directors by notice sent to the members by fax, email or other electronic ways at least eight days before.
Members 'meetings shall be given at least five days before the members' meeting by registered letter or by e -mail and by posting at the headquarters of communication and on the website of ASF Italia Meridionale.
On first call in ordinary and extraordinary is valid when there are at least half plus one of its components; in second convocation it is valid whatever the number of members present, directly or by proxy.
The resolutions of the Assembly are valid where they are taken by a majority of members present.
In case of a equality of votes, the proposal of a resolutions will be considered rejected.
In taking decisions with regard to the annual final balance or which concern the responsibilities of the members of the Executive Council, these latter shall not vote.
Competence of the General Meeting of Assembly
It is up to the assembly :
The skills of the Assembly shall not be delegated .
- approval of the final budget , which must be accompanied by a summary on ' activities performed by the Board of Directors;
- the ratification of the financial estimate , approved by the Board of Directors;
- approval of the guidelines and general guidelines for the operation , the upgrading and expansion of the Association ;
- determining the amount of the annual membership fee ;
- the appointment and dismissal of members of the Board of Directors;
- the appointment and dismissal of the Board of Arbitrators ;
- the appointment and dismissal of the Honorary President ;
- the approval of amendments to the Statute by laws ;
- the dissolution of the Association ;
- the appointment of liquidators ;
- the allocation of the remaining assets ;
- any other performance that has not been delegated by law or by Statute to the competence of another body of association.
The Board of Directors
The association is managed by a Board of Directors composed of a minimum of three and maximum of nine members.
The members of the Board are appointed by the assembly for three years and may be reappointed.
The members of the Board may be dismissed by the assembly by a majority of two thirds.
The Board of Directors appoints, in the first session, the President, the Vice Presidents, Secretary and Treasurer, who constitute the Bureau of Presidency. The Bureau of Presidency shall implement the resolutions of the Board of Directors.
The Treasurer is responsible for the compilation of the final budget and the budget to be submitted to the Board of Directors.
The Board of Directors shall meet ordinarily at least twice a year, within 31 December, and April 30, respectively to approve the final estimate of the financial budget and schedule of final budget to be submitted to the Assembly of Members and, in extraordinary session, whenever The President will deem it necessary.
The Board of Directors meets in the place indicated in the written notice of meeting sent to each member of the Board at least eight days before; in urgent cases, also by telephone, fax, telegram, e-mail or SMS at least two days before.
The board meetings are valid with the presence of a simple majority of the number of directors.
Resolutions are passed by a majority vote of those present, except for the expulsion of a members, under letter. c) art. 6, or the proposal for amendment to the Statute bylaws to be submitted to the Assembly. Such cases require the approval of at least half of the members of the Board of Directors.
In case of a equality , the vote of the President prevails.
The Board of Directors has all the powers for the ordinary and extraordinary management of the Association, except those expressly reserved by law or Statute to the Assembly of Members as well as the execution and implementation of the resolutions of this latter and the exercise all other faculties deemed necessary, useful or appropriate for the achievement of its statutory objectives.
The Board of Directors proposes to the Assembly of Members:
The powers of the Board of Directors may be delegated to members of the Bureau.
- the appointment as honorary member of those who have the requirements of article. 5, paragraph 5 of the Statute;
- the amount of the annual membership fee.
The President is the legal representative of ASF Italy and signature before third parties and in court . The President , appointed by the Board of Directors, is one of the members of Board. He holds his post for three years.
The President is entitled to:
• convene and chair the Meeting of Members , the Board of Directors and the Bureau of Presidency and to draw up the agenda ;
• supervise the execution and implementation of the resolutions of the Board of Directors;
• assume, in urgent cases , the extraordinary measures and skills in the areas of the Board of Directors with the obligation to submit them for ratification at the first meeting of the of the Board.
The Chairman is responsible, on the recommendation of the Board of Directors :
- The opening and closing of bank accounts ;
- The power to accept donations and gifts;
- The powers of ordinary and extraordinary administration assigned by the Board of Directors;
- Supervision of execution of the resolutions of the Board and compliance with statutory requirements and regulations.
While discharging its duties , the President is assisted by the Secretary .
In case of absence or impediment, the President is replaced by the Vice President .
The signature of the Vice President shall be prove before third parties , the absence or incapacity of the President.
Article 11 bis
The Honorary President
The Honorary President aids the Association carrying out activities of public relations. The Honorary President step in the Board of Directors but he has no right to vote.
The secretary treasurer of the Association
The secretary treasurer is appointed by the Board of Directors and assists the President.
Cure the administration of the assets of the Association , shall carry out receipts and current payments and any other matter disposed by the Board of Directors. Also manages the estate of the company's books and their update .
Board of Arbitrators
The Board of Arbitrators, appointed by the Associates , is composed of three members, including people with extensive knowledge of the reality of the Association .
They hold office for three years and can be confirmed .
The Board of Arbitrators , at its first meeting , appoints the President .
The Board shall, at the request of those interested, the judicial activity on disputes between the association organs , office holders and members .
The financial year lasts one calendar year.
By 31 December the financial estimate of the ingoing yearshall be approved by the Board of Directors that will be ratified by the Assembly, who will approve the final budget of the previous year.
The duration of the offices
All offices of the Association will last three years.
The holders of office have right to the disbursements paid in relation of their duties.
The dissolution of the association may be ordered by an Extraordinary General Meeting of the members, upon a request of at least three quarter of members of Board of Directors.
The General Meeting also decides the devolution of the association assets in favour of other associations with the same finalities or public aim entities.
The resources of the association are formed by assets provided by last paragraph of article 2 and by the annual membership fees of the members.
Due to the activities ‘resumption of the Association all the amendments made to the Statute wall be valid from the 23 June 2015.
Referral to the rules
The rules contained in the Civil Code shall govern any matter not covered by the Articles of Association.