The Statute

ART.1

– CONSTITUTION, DENOMINATION AND REGISTERED OFFICE –

The voluntary association called “The Tree & The Water OdV”, with registered office in Varsi is established pursuant to the legislative decree 03/07/2017 n.117.

ART.2

– OBJECTIVES –

The association has the following objectives:

1. protecting nature by preserving its natural balance, protecting the ecosystems while respecting their biological diversity, and protecting and preserving the natural habitat of animals and plants;

2. development of a natural and sustainable way of life for people, together and in harmony with nature without damaging the natural habitat and the balance of the ecosystem;

3. development of theoretical and practical teaching methods, which are in harmony with nature, relating in particular to the following cases:

a) enhancement of forest heritage,

b) natural and holistic education and pedagogy,

c) natural agriculture using natural seeds that are not genetically modified, without the use of chemical agents and heavy agricultural machinery (unless necessary to recreate the stability and biodiversity of an ecosystem by creating depressions, ponds and lakes),

d) natural building with natural and/or recycled materials without the use of cement and highly polluting materials,

e) holistic and natural animal management,

f) art and craft techniques, in particular those for which there is a risk that they fall into oblivion,

g) natural and holistic therapies and treatments,

h) production of clean and renewable energy.

For the realisation of its objectives the association carries out the following activities:

1. supply and maintenance of sites where one can learn a harmonious coexistence with nature, realised among other activities through:

• • creation of Nature Sanctuaries

  • educational centres

  • research programs

  • seed banks, nurseries, wildlife observatories

  • ecological restoration techniques and regenerative designs

  • systems for water harvesting and management

  • libraries

  • volunteer programs

  • environments for spiritual practices

2. management of national and foreign land with the aim of restoring, protecting and maintaining their natural habitat;

3. organisation and financing of events, workshops, meetings and courses on topics related to the objectives of the Association;

4. financing the acquisition of non-genetically modified seeds and natural plants, in particular ancient and indigenous species, for natural or legal persons who practice natural agriculture in compliance with the objectives of the Association;

5. financing the acquisition of building tools and materials for natural or legal persons engaged in the construction of natural buildings in compliance with the objectives of the Association;

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

7. website development.

In order to carry out the aforementioned activities, the association can avail itself of both paid and free services. In any case, the number of workers employed in the activity can not exceed fifty percent of the number of volunteers.

The activities referred to in the previous paragraphs are carried out by the association mainly through the services of its members. The activity of members can not be paid in any way, not even by direct beneficiaries. Members can only be reimbursed by the association for the expenses actually incurred for the activity performed, subject to documentation and within the limits established in advance by the shareholders’ meeting. Any form of economic relationship with the association deriving from dependent or self-employment is incompatible with the quality of a member.

The association can not carry out activities other than those mentioned above, with the exception of those activities that are directly connected to them or those that are by nature inherent to those mentioned in the Articles of Association because supplementary to them.

ART.3

– ECONOMIC RESOURCES –

The association draws the economic resources for the operation and the carrying out of its activities from:

1) contributions from members and individuals,

2) contributions from the Government, public bodies and institutions or international organisations,

3) donations and bequests;

4) capital income,

5) income deriving from agreements or sales of goods or services to members or third parties, or from promotional initiatives;

6) movable or immovable property received by the association in any way.

The contributions of the members are constituted by the annual membership fees, established by the Board of Directors and by any extraordinary contributions established by the Assembly, who determines their amount.

The membership fees or contributions are not transferable except for transfers due to death and are not subject to revaluation.

It is forbidden to distribute, even indirectly, profits or operating surpluses as well as funds, reserves or capital during the life of the association, unless the destination or distribution is imposed by law.

Any management surpluses must be reinvested in favour of the statutory activities.

ART.4

– BUDGET OR REPORT –

The financial year begins on January 1st and ends on December 31st of each year.

At the end of each financial year, the Board of Directors draws up the financial statements and submits them for approval by the Assembly within 4 months of the closing of the financial year.

It must be deposited at the headquarters of the association within fifteen days prior to the Assembly meeting in order to be consulted by each member.

ART.5

– THE MEMBERS –

The association is open to all those who, interested in the realisation of the statutory objectives, share its spirit and ideals.

Membership of the association is indefinite and can not be arranged for a temporary period, without prejudice to the right of withdrawal.

The internal management of the association is inspired by the principles of democracy and equality of the rights of all the members with particular reference to the election of the corporate positions, to the exercise of the individual vote and to the effectiveness of the membership.

ART.6

– ADMISSION AND EXCLUSION OF MEMBERS –

Admission to be member is subject to presentation of a written request from the interested parties.

The applications for admission are dealt with by the Board of Directors. The decision is then communicated to the interested party and recorded in the register of the members.

The Board of Directors must within sixty days justify the decision to reject the application for admission and communicate it to the interested parties. Any applicant may request, within sixty days from the communication of rejection, that the Assembly pronounced itself on the matter.

Membership is lost due to death, exclusion, forfeiture or withdrawal.

The withdrawal by the members must be communicated in writing to the association at least 2 months before the end of the current year.

The exclusion of members is deliberated by the Assembly, on the proposal of the Board of Directors due to misbehaviour contrary to the objectives of the association and for persistent violations of the statutory obligations.

The member automatically looses its status in case of non-payment of the membership fee for 2 years.

Before proceeding with the exclusion the charges must be communicated in writing to the member, allowing for the right of reply except for the possibility of forfeiture for arrears for which the exclusion is completed automatically with the expiration of the expected deadline for payment.

The withdrawn or excluded member has no right to the refund of the paid fees.

ART.7

– DUTIES AND RIGHTS OF MEMBERS –

All members are obliged:

1) to observe the present statute, the internal regulations and the deliberations legally adopted by the associative bodies;

2) to always maintain a correct behaviour towards the association;

3) to pay the membership fee referred to in the previous article.

All members are entitled:

1) to effectively participate in the life of the association,

2) to attend the Assembly meeting with the right to vote;

3) to access the associative offices;

4) to examine all the published acts and all the documentation concerning the management of the association with the possibility of obtaining a copy.

ART.8

– ASSOCIATIVE BODIES –

They associative bodies are:

1) the Assembly;

2) the Board of Directors;

3) the President;

The election of the associative bodies can not be bound in any way or limited and is communicated with the criteria of maximum freedom of participation in the active and passive electorate.

ART.9

– ASSEMBLY –

The Assembly is made of all the members and is the sovereign body of the association. Each member may be represented in the Assembly by another member with written delegation. Each member can not receive more than one delegation.

It is possible to attend the meeting by means of telecommunications or by the expression of the vote by correspondence or electronically, provided that it is possible to verify the identity of the member who participates and votes.

The Assembly meets in ordinary session upon convocation of the President at least once a year and whenever the President or the Board of Directors or at least one-tenth of the members recognise the opportunity.

The ordinary Assembly directs the whole life of the association and in particular:

a) appoints and dismisses the members of the associative bodies;
b) approves the financial statements;
c) deliberates on the responsibility of the members of the associative bodies and promotes accountability towards them;
d) deliberates on the exclusion of members;
e) deliberates on the modifications of the act of constitution or of the statute;
f) approves any regulation of the association’s work;
g) deliberates the dissolution, transformation, merger or division of the association;
h) deliberates on any other responsibility attributed to its competence by the law, by the act of constitution or by the statute.

The Extraordinary Assembly deliberates on the modifications of the act of constitution and the statute and on the dissolution of the association.

Both the Ordinary and Extraordinary Assembly Meetings are presided over by the President or in his absence by the Vice-President or, in the absence of both, by another member of the Board of Directors elected among those present. The convocations are made by written notice to be sent to the members at least ten days before the date of the meeting containing the agenda, place, date and time of the first and of the eventual second call.

The meeting in second call must be held at least twenty-four hours after the first.

In the absence of formal convocation or failure to comply with the terms of notice, at the meetings in which they participate, in person or by delegation, all members shall be equally valid.

The Assembly, both ordinary and extraordinary, is validly constituted, on first call when at least half plus one of the members is present or represented.

On second call the Shareholders’ Meeting is validly constituted regardless of the number of members present or represented.

The resolutions of the Assembly Meeting are valid when they are approved by the majority of those present, with the exception of the resolutions concerning the modification of the act of constitution and the statute for which the favourable vote of at least half plus one of the members is necessary and for the resolution concerning the dissolution of the association and the relative devolution of the remaining assets for which the favourable vote of at least three quarters of the members is necessary.

Assembly meeting resolutions must be published by posting in the register of the relative records and inserted in the books of the meetings and resolutions of the Assembly held by the Secretary.

ARTICLE 10

– BOARD OF DIRECTORS –

The Board of Directors consists of a number of members not less than 3 and not more than 5, appointed by the Assembly of members among the members themselves.

The members of the Board of Directors remain in office for 3 years and can be re-elected. Only adult members can participate in the Board.

In the event that, due to resignation or other causes, one or more of the members of the Board of Directors falls from office, the Board can provide for their replacement by appointing the first among the non-elected, who remain in office until the end of the entire Board; in the impossibility of implementing this procedure, the Board must appoint other shareholders who remain in office until the next Assembly Meeting which deliberates on their possible ratification.

If more than half of the members of the Board falls, the Assembly must provide for the appointment of a new Board of Directors.

The Board of Directors appoints a President, a Vice-President and a Secretary.

The following functions are attributed to the Board of Directors:

1) take care of the execution of the resolutions of the Assembly;

2) prepare the financial statements;

3) to appoint the President, the Vice-President and the Secretary;

4) to deliberate on the applications of new members;

5) to care for the duties of ordinary administration that are not assigned to the Assembly, including the determination of the annual membership fee.

The Board of Directors is chaired by the President or in case of his absence by the Vice-President and, in the absence of both, by another member of the same Council elected among those present.

The Board of Directors usually meets every two months and whenever the President deems it appropriate or at least one third of the members of the Board request it. The Board takes its decisions with the presence of the majority of its members and the favourable vote of the majority of those present.

The invitations must be made by written notice, to be sent at least five days before the date of the meeting, containing the agenda, place, date and time of the meeting. In the absence of formal convocation or failure to comply with the notice period, the meetings attended by all members of the Board of Directors will be equally valid.

The records of each meeting of the Board, prepared by the Secretary and signed by him and by those who presided over the meeting, are kept in the books.

The Board of Directors may attribute to one or more of its members the power to perform certain acts or categories of acts in the name and on behalf of the association.

ARTICLE 11

– PRESIDENT –

The President, appointed by the Board of Directors, has the task of chairing the Board as well as the Assembly.

The President is assigned the legal representation of the association before third parties and in court.

In the event of his absence or impediment, his functions are the responsibility of the Vice-President or, in the absence of both, of the oldest member of the Board.

The President takes care of the resolutions of the Board of Directors and, in case of urgency, assumes the powers of the Board requesting ratification of the measures adopted in the immediately following meeting that he must simultaneously call.

ART 12

– DISSOLUTION –

In the event of termination or dissolution, the association devolves the remaining assets, subject to the positive opinion of the Office referred to in Article 45, paragraph 1 of Legislative Decree 03/07/2017 n.117, and besides different destination imposed by the law, to other voluntary organisations for identical or similar purposes.

ARTICLE 13

– REFERENCE –

For matters not provided for by the present statute, the laws in force on the subject are valid.