The Statute

Article 1
– Name, location, duration –

Pursuant to Law 266/91 and in compliance with the art. 36 and ff. of the Civil Code, the Association called “The Tree & The Water” is constituted, later on called for brevity Association, with registered office in via Castiglione n. 16 in the municipality of Trecastagni, Catania 95039. The Association has unlimited duration.

The change of the registered office does not involve statutory changes, but it involves the obligation to communicate to the competent offices.

Article 2
– Area of operation –

The operation area of the Association is the country of Italy and, if necessary to perform its tasks, the Association can operate abroad.

  1. In order to perform its tasks, the Association can set up local offices.
  2. The Association may establish departments abroad.

    Article 3
    – Objectives of the Association –

The association is non-party and non-profit.

The objectives of the Association are:

  1. protection of nature while preserving the natural balance, protection of ecosystems with respect to their biological diversity and the protection, and preservation of the natural habitat of animals and plants;
  2. development of a natural way of human life, together and in harmony with nature without damaging the natural habitat and the balance of the ecosystem;
  3. development of methods in teaching and practice, which are in harmony with nature, in particular:
    a) natural farming using natural, non-genetically modified seeds, without the use of heavy farm machinery (unless needed to recreate the stability and biodiversity of an ecosystem; i.e. swales, ponds and lakes) and chemical agents,
    b) holistic and natural animal management,
    c) enhancement of the forest heritage,
    d) natural building using natural and/or recycled materials without the use of cement and/or heavily polluting materials,
    e) art and craft techniques, in particular those for which there is a risk that they fall into oblivion,
    f) natural and holistic education and pedagogy,
    g) natural and holistic therapies and medicine,
    h) clean, renewable energy production.

The Association realizes its goals through:

1. domestic and foreign acquisition of land with the aim to restore, protect and maintain its natural habitat;

2. provision and maintenance of sites in which one can learn a harmonious coexistence with nature, realized among other things through:

  • Educational and research programmes, and centres
  • Seed banks, wildlife observatories
  • Ecological restoration techniques
  • Water harvesting and management systems
  • Permaculture and regenerative designs
  • Libraries
  • Volunteering programmes
  • Spaces for spiritual practices

3. organising and funding events, workshops, meetings and trainings on topics related to the objectives of the Association;

4. financing the acquisition of farming tools and natural non-genetically modified seeds and plants – especially ancient and native species – for legal or natural persons, engaged in natural farming according to the objective of the Association as defined in Article 3 point 3a of the Statute;

5. financing the acquisition of building tools and materials for legal or natural persons, engaged in natural building according to the objective of the Association as defined in Article 3 point 3d of the Statute;

6. purchasing of books and other publications that are thematically related to the objectives of the Association, to make them available to interested persons;

7. websites development.

To achieve its goals, the Association may support – including financial support – other legal and natural persons whose activities correspond with the objectives of the Association, as well as cooperate with domestic and foreign institutions, groups and/or organizations acting within the scope of the Association’s objectives, and with individuals who show an interest in the objectives of the Association.

Details related to the activities of the Association and the realization of its objectives in a specific location will be determined in special regulations adopted by the Board.

The Association will be able to carry out all the movable and real-estate transactions necessary to achieve its aims. It will therefore be able to grant and receive guarantees, sureties, to lend endorsements, assume mortgages and similar, shareholdings, and interests. It can also carry out its activity in relation to third parties. It will be able to take part in tenders and tenders for the management of public grants. It will also be able to promote all initiatives instrumental in raising funds, in compliance with current legislation.

The Association may choose to carry out not only the non-commercial activity, but also commercial activities (in accordance with Ministerial Decree 25/5/1995) to non-member third parties. However, this commercial activity must be marginal and never preponderant compared to non-commercial activity, and to implement it, it is necessary to open the VAT number. The proceeds obtained are intended for the Association and can not be considered as “profits” to be distributed to the members. However, the directors and organizers can receive compensation in relation to the activity carried out in favor of the Association. Moreover, it is not excluded that the association can hire personnel, even among the founding members themselves.

Article 4
– Corporate bodies –

The organs of the association are:

  • Board of Directors (The Guardians),
  • President and Vice President,
  • Assembly of members (The Family),All the corporate positions are assumed free of charge.

    Article 5
    – Board of Directors –

  1. The Board of Directors, hereinafter referred to as the Board, is composed of the founding members and is structured as follows: President, Vice President and Secretary.
  2. In the cases referred to in Article 7, other members appointed by the Assembly may join the Board within its limit of 3 members. In the case of replacement, the Board reassigns the functions referred to in point 1.
  3. The Council is validly constituted when the majority of its members are present; decisions are taken by majority of those present.

Article 6
– Rights and duties of the Board –

1. The Board manages, orientates and supervises the Association’s activities and represents it to the outside world.
2. The Board performs all the ordinary and extraordinary administrative actions not expressly delegated to the Assembly, in particular:

  • fixing the amount of the annual membership fee;
  • receiving subsidies, endowments, donations, legacies and subventions;
  • receiving documented expense reimbursements; managing the assets of the Association;
  • draw up and present the annual report on the activity of the association, the final balance sheet and the budget;
  • determining activity programs and financial plans of the Association;
  • merging with other associations and joining other entities in accordance with Article 18 of the Statute;
  • appointing and dismissing members of the Board in accordance with Article 5, Article 7 paragraph 2, and Article 12 paragraph 1 of the Statute;
  • making amendments to the Statute in accordance with Article 17 of the Statute;
  • determining specific regulations, including regulations of the activities of the Association;
  • submitting applications to public or private entities in order to obtain funds, services or access to services for the purposes of the Association;
  • establishing the internal organization of the Association.

3. The Board reserves the right to hold meetings and make decisions through videoconference if some or all members cannot attend the meeting in person.

Article 7
– Termination of membership on the Board –

  1. Membership on the Board is terminated by reason of death or dismissal.
  2. The Board may dismiss any member without his/her vote in the case of:
    • the submission of resignation,
    • long-term illness or other reasons that prevent participation in the work of the Board,
    • the non-fulfillment of the duties of a board member for more than one year,
    • clearly obstructing the work of the Board,
    • a material breach of the provisions of the Statute.

      Article 8
      – President and vice president –

1. The President and vice President have the same legal representation of the Association; they can both convene the Assembly and the Board of Directors both for ordinary and extraordinary calls.

2. The President and vice President have the power to represent the association before third parties and in court. They can sign in the name of the Association, they can stipulate contracts, sign agreements, collect payments of any kind from natural/legal persons and public administrations, and may perform any other act in the name and on behalf of the association.

Article 9
– Assembly of members –

  1. The Assembly is the sovereign body of the association and is made up of all the members. It is called at least once a year by the President or by the Board by a written notice to be sent via email at least 10 days before the date set for the meeting and containing the agenda.
  2. The Assembly is also convened at the request of at least half of the members or when the Board deems it necessary.
  3. The Assembly can be ordinary or extraordinary. It is extraordinary if called for the modification of the statute and the dissolution of the association. It is ordinary in all other cases.

Article 10
– Assembly tasks –

The assembly:
– resolves on the management guidelines and approves the activities’ programs;
– proceeds to the appointment of the Board;
– approves the balance sheet and the budget;
– approves any internal regulation;
– deliberates on all the other objects pertaining to the social management submitted to it by the Board and by the members;
– deliberates on anything else required by law or by statute, or submitted to its examination by the Board.

Article 11
– Members –

1. All the natural persons who share the aims and accept the present statute and all internal regulations are admitted to the Association.

2. The competent body to deliberate on the applications for admission is the Board. The refusal must be motivated. In the application for admission the applicant must specify his complete generality by committing himself or herself to engage in achieving the objectives of the Association and to pay the membership fee, without ever becoming an obstacle or a disturbance for the conduct of the activities of the Association.

3. There are 4 categories of members:
founders: the signers of the constitutive act who are entitled to be part of the Board with full rights, except for the cases referred to in Article 7 or the possible dissolution of the Association; ordinary: those who pay the registration fee annually established by the Board,
supporters: they are those who in addition to the ordinary fee, provide extraordinary voluntary contributions,
meritorious: they are persons appointed as such by the Assembly for particular merits acquired in favor of the Association.
The state of membership is indefinite, without prejudice to the right of withdrawal. The status of member may be eliminated only in the cases of death, failure to pay the membership fee, resignation, or by the decision of the Board as stated in article 13.

4. The membership fee is non-refundable, non-transferable and can not be revalued. The fee can be paid in cash, in volunteer service or in tangible assets.
The Board sets each year the amount of the membership fee.

5. The members of the Association lend their work free of charge to the organization and can stipulate employment relationships, whether employed or self-employed, to the extent established by the law on volunteering. The association can hire employees or make use of self-employment services, even within the members, exclusively within the limits necessary for its regular functioning and to qualify or specialize the activities it performs.

Article 12
– Rights and duties of members –

1. The members have the right to become part of the Board, subject to the cases referred to in Article 5 point 2.
2. Members have the right to be informed about the activities of the association.
3. The members must pay the membership fee and comply with this statute and all internal regulations.
4. The members will carry out their activities in the Association mainly in a personal, voluntary, free and non-profit way.

Article 13
– Withdrawal and exclusion of the member –

1. The member can withdraw from the association by means of written communication to the Board.
2. The member who contravenes the duties established by the statute can be excluded from the Association. The exclusion is deliberated by the Board with a vote and after having listened to the justifications of the interested party.

Article 14
– Association’s assets –

The assets of the Association consist of:
– membership fees and contributions;
– contributions from legal and natural persons;
– inheritance, donations and legacies;
– income from movable and immovable assets;
– interest on capital investment and securities;
– other revenue compatible with the relevant legislation.

Article 15
– Disposition of the assets of the Association –

1. The Association has the obligation to reinvest any profits and operating surpluses exclusively for the development of the functional activities in pursuit of its objectives and to cover the costs for the work and growth of the Association. It is forbidden to invest, even indirectly, operating profits, reserves, management funds and capital during the life of the association.
2. The Association may, exclusively for self-financing and non-profit purposes, exercise marginal economic activities in accordance with Ministerial Decree 25/5/1995.
3. Income from endowments, donations, legacies and grants can be used to achieve all objectives of the Association, unless the donor decides otherwise.
4. In the case of the appointment of the Association for an inaugural inheritance, the Board may only declare the acceptance of inheritance with benefit, if it is obvious at the time of filing this statement that the assets clearly exceed the legacy debt.
5. Land owned by the Association may be disposed only to legal persons with statutory objectives similar to the objectives of the Association. This person must guarantee the continuation of the realization of the objectives for which the land is intended. Such a decision requires the presence of all members of the Board.

Article 16
– Economic-financial report –

The economic-financial report of the Association is annual and runs from the first of February of each year. The balance sheet contains all the income and expenses incurred for the past year. The budget contains the expenditure and revenue forecasts for the following annual financial year.

The economic-financial report is prepared by the Board of Directors and approved by the ordinary assembly, deposited at the headquarters of the Association at least 20 days before the meeting and can be consulted by each member.

The final balance must be approved by the 30th of May of the year following the close of the financial year.

Article 17
– Amendments to the Statute and changes to the Association objectives –

  1. About amendments to the statute of the Association including its objectives, the Board decides in the presence of all its members in accordance with the resolutions of the extraordinary Assembly as referred to in Article 9 point 3 of the Statute.
  2. Amendments to the Statute can not be related to the objectives set out in Article 3 paragraph 1 and 2 of the Statute. All changes or additions to the Statute must be consistent with the objectives set out in Article 3 paragraph 1 and 2 of the Statute.

    Article 18
    – Merging with another organisation –

  1. The Association may merge with another association or foundation with similar objectives under conditions to be determined by the parties.
  2. The merger should not take place if in result the objectives of the Association could change.
  3. The Association can join other organisations with similar statute objectives.
  4. The decision on merging or joining is made by the Board in the presence of all of its members.

    Article 19
    – Liquidation of the Association –

    About the liquidation of the Association decides the Board in the presence of all the members.

    Method of liquidation of the Association:

    1. The Board shall appoint a liquidator of the Association.
    2. The duties of the liquidator are in particular:
      – notifying the registry the beginning of the liquidation;
      – draw up a financial plan of liquidation and plan to meet commitments;
      – fetching claims, fulfillment of obligations and cashing movable assets of
      the Association;
      – transferring to the entities specified in Article 20 the remaining assets
      after satisfaction of creditors;
      – notification of completion of the liquidation to the registry with a request
      for removing the Association from the register;
      – transferring documents of the Association to the State Archives.

3. Land that is owned by the Association shall not be capitalized during the liquidation and must be given to the subject as a whole with the commitment of continuation of the realization of the objectives for which the land is intended.

Article 20
– Allocation of assets remaining after the liquidation of the Association –

Assets remaining after liquidation of the Association will be transferred to another legal person, chosen unanimously by the Board, with similar objectives and practices to those of the Association.

Article 21
– Final Dispositions –

For anything not expressly provided for by the present statute, by the internal regulations, by the provisions and by the other acts issued by the competent bodies, decides the Board according to the laws in force and the general principles of the legal system.

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