Art. 1 – Denomination Constitution of an association non-profit making with social utility, named “ENGERA – AFRICA CARING PEOPLE - ONLUS”.

Art. 2 – Seat of the association is in Scandicci (FI), via di Scandicci Alto n.33. Complying with legal legislation, a secondary seat in Italy and abroad can be instituted.

Art. 3 – Duration. The duration of the association is until 31 dicembre 2030. It can be extended by tacit agreement from five-year period to five-year period.

Art. 4 – Goal and activities. The association has the goal of supplying medical, sanitary, social and humanitarian assistance in all international and/or national realities where intervention is needed for reason of economic conditions or poverty.
The association pursues exclusively goals of social solidarity, is non-profitmaking, and has the aim of executing activities in the following sectors:
  • medical, social and social-sanitary assistance;
  • social solidarity and humanitarian support;
  • protection of civil rights.
it is forbidden for the Association to carry out other activities than those related to the sectors mentioned before, with the exception of those activties directly connected or ausiliarian to the before mentioned activities, as long as these are not predominating the institutional activities.

The association can execute it's activities in cooperation with any public or private institution in behalf of the statutory goals or it can affiliate with other institutions.

 

Art. 5 – Assets and revenues of the association. The assets of the association are derived from:
  • contributions of the members;
  • donations from private individuals;
  • donations from the State or pubblic institutions finalised to support specific and documented activities or projects;
  • donations from international organisations;
  • donations and inheritances;
  • revenues coming from marginal commercial activities and productive activities, even from third parties, provided that these are explicitely authorised beforehand by the Board of Directors of the Association;
  • revenues proceeding from initiatives undertaken by the Association.
  • any other fund that the assembly intends to constitute on the approval of the yearly balance sheets.

Art. 6 – Members: criteria of admittance or exclusion Members of the association are those who have subscribed the constitutional act and those who are admitted by the Board of Directors because they share the goals of the Association and they are hold appropriate to pursue the goals.
All the members have equal rights and obligations with respect to the Association.

Admission to membership is free, however, it is obligatory to communicate a fax number and / or e-mail on which to receive communications regarding the General Assembly and meeting of the Board of Directors. It is also obligatory to notify any changes to these data. In the absence of such notice, the convening of the General Assembly and Board of Directors set forth in Articles 8 and 9 are considered to be carried out properly if they are sent to the addresses originally communicated, even if the member did not receive the communication. The Board may, however, admit members who due to specific situations or conditions, cannot communicate the addresses at the moment of the admittance to the Association.

Admission to the association can not be made for a temporary period.
Membership of the association is not transferable, not even by inheritance.
The members are listed in a register kept by the Board of Directors and is lost by death, withdrawal and exclusion.
The exclusion of a member is approved by the Board of Directors in case the behavior of a member will prejudice the association, or if it violates statutory or regolation laws.

The withdrawal of the member is always permitted, provided that the declaration of withdrawal is communicated in writing to the Board of Directors, with notice of at least two months before the termination of the annual membership term.
The members resigning or excluded or otherwise no longer member of the association, can not claim their contributions and do not have any rights to the assets of the association.

Art. 7 - Organs of the Association Organs of the Association are:
  • the General Meeting;
  • the Board of Directors;
  • The President;
  • the Board of Auditors.

Art. 8 - Assembly The Assembly consists of all members and is ordinary and extraordinary.

The ordinary general meeting is convened at least once a year by the Board of Directors, within four months after the close of the fiscal year, and its task is:
  - to approve the annual budget;
  - to appoint the members of the Board of Directors and the Board of Auditors;
  - Resolution in relation to other topics which are proposed on the agenda.

The extraordinary general meeting shall decide on any amendments to the Statute of the Association and the dissolution of the association.

The Assembly, in both first and second call will be chaired by the President of the Board of Directors and, in case of his absence, in order, by the Vice President or a person elected from among those present.

The extraordinary General Meeting is called by the Board of Directors by written notice - to be transmitted by email or fax, or in absence of these data, by ordinary mail - to all members at least fifteen days before the date scheduled for the meeting.
The communication of the General Meeting, in addition to topics on the agenda, shall state the date, place and time where the meeting will be held on first call and, if necessary the second call. First and second call cannot be scheduled on the same day.

The Assembly is also convened whenever the Board deems it appropriate, or when requested by written by at least two thirds of the members.
Every member with adult age has the right to vote.
Each member may be represented by another member by written proxy.
A delegated member cannot represent more than five members.
In the first call, whether ordinary or extraordinary meeting, the assembly is regularly constituted with the participation of at least half of the registered members.
In the second call, both ordinary and extraordinary the assembly is validly constituted whatever the number of members participating.
The resolutions of the Assembly, both ordinary and extraordinary, in the first and second call, are approved in case of affirmative vote of a majority of voters. Abstentions are not included in calculating the majority.

For approval of the early termination of the association and the assignment of its assets, the favorable vote of at least three-fourths of the members is required.
The debate and deliberations of the Assembly is drawn up in a report which will be signed by the President.

The deliberations of the Assembly taken in accordance with the provisions of this Statute and the laws are binding on all members, even if absent or dissenting.

Art. 9 - Board of Directors The Association is governed by a Board composed of a number of members varying from five to fifteen, according to the decision of the General meeting on the moment it is called to appoint the directors.

The Board of Directors remains in office for three years and its members may be reappointed.

The Board is chaired by the President or in his absence, by the Vice President or the Board member who in the order: has a greater presence in the Board; is a member for a longer time; is the eldest.

It is convened by the President when he deems it necessary, or at the request of at least one third of the Board members.

The convocation will take place by registered letter, by hand or by fax to be sent at least five days before the meeting, to each board member.

The notice will contain the agenda. In the absence of the above formalities, the Board shall be deemed duly constituted if all Directors are present.

In any case, the Board of Directors is valid when at least half of its members is present.

The Board shall act by majority vote of the present members and, in the case of equal votes, the vote of the President prevails.

The debate and deliberations of the Board is drawn up in a report which will be signed by the President.

The Board of Directors is entitled to all powers of ordinary and extraordinary administration with the option to delegate these powers to the President.

In particular, the Board of Directors is responsible for:
- developing the direction and general guidelines of the association;
- preparing the financial statements and annual report on the exercise of management;
- deciding about the admission or exclusion of members;
- completing the internal regulations to be submitted for approval to the assembly;
- keeping the books of the association.

Art. 10 - President, Vice President and Secretary. The Board of Directors at its first meeting shall appoint a President, a Vice President and a Secretary who shall act as Treasurer.

The President is the legal representative of the association in court and before third parties, and has the authority to open, close and operate bank and postal accounts.
The Vice President and the Secretary have the same authorities, the latter operating as the Treasurer, performing these operations in the ordinary way, preserving sums and values of the association and executing any ordinary cash transaction, keeping the accounts updated.

In general, the President and the Vice President shall fulfill the functions delegated to them by law and / or the Statute, performing all the operations that will be necessary to give effect to the resolutions of the Board of Directors, while the Secretary carries out all operations necessary to perform the duties of Treasurer.

Art. 11 - Financial Year and balance sheets The financial year of the association closes on December 31st of each year.

At the end of each financial year, the Board of Directors will prepare the balance sheets accompanied by a report on the management and operation of the association, to be submitted for approval by the Assembly within four months after the close of each fiscal year.

Any profits or surpluses must be used exclusively for institutional activities and those directly connected to them.

It is prohibited to the association to distribute, even indirectly, profits and surplus funds, reserves or capital during the life of the organization unless the use or distribution is imposed by law or made in favor of other NGO that by law, statute or regulations are part of the same structure.

Art. 12 - Dissolution and liquidation The Assembly that decides the dissolution of the Association shall appoint one or more liquidators determining their powers.

The liquidators, taking into account the indications of the meeting and felt the controlling body in art. 3, paragraph 190 of the Act of 23 December 1996. 662, will choose the non-profit social organization working in the same or similar field to which the remaining assets will be donated.

Art. 13 - Board of Auditors The Board of Auditors is composed of three members and two substitutes, elected even among non-members. The board of Auditors is elected from the Assembly, which also appoints the President.

The Board of Auditors shall exercise the functions of the audit of the bookkeeping and shall report to the assembly.

The Auditors shall hold office for three years and may be reappointed.

Art. 14 - Free of charge All functions are carried out free of charge except for the reimbursement of expenses incurred in the conduct of the function.

Art. 15 - Applicable Rules. To matters not provided for in this Statute shall apply the provisions of Book 1, Title II of the Civil Code, and those provided by Decree. December 4, 1997 n. 460.