The statute is not just a piece of paper, is that in which we believe, the reasons for which we fight.
In the Statute, we have tried to condense the grounds and the reasons that led us to start AnimalsTrust NGO, aims and objectives of our association.
If you are plannning to cooperate with us or to become our member, we invite you to read it carefully.
You can download AnimalsTrust_NPO Statut from here.
Giving voice to animals is a big responsibility!
Constitution – Name – Registered Office
Article 1 – The association called “AnimalsTrust” having the characteristics of non -profit social organization (NPO), hereinafter for brevity called the “Association” has been constituted.
Article 2 – The Association is a non-profit organization and serves the sole purpose of pursuing social solidarity referring in particular to the care and protection of animals, the conservation of nature and ecological processes and environmental protection. The Association may carry out all activities related to its institutional purpose, as well as all the ancillary activities. It acts in accordance with article 10 of Legislative Decree No 4 December 1997 n. 460, as amended.
Article 3 – The Association has headquarters in Milan (MI), Via Warlock 34. The Board of Directors may transfer its registered office without statutory change, fulfilling the reporting requirements of the relevant bodies.
Article 4 – The term ” non-profit organization of social utility” or the acronym non-profit organization NPO is distinguishing indication and therefore must be included in every communication and external manifestation of the same.
Duration – Purpose – Purpose
Article 5 – The Association is established for an indefinite period. The activities of the Association and its purposes are based on the principles of equal opportunities between men and women and respect for the inviolable rights of the person.
The Association is non-partisan, non-denominational, independent, has no relationship or dependence on profit-making institutions, nor is it connected in any way with the interests of profit-making public or private entities, Italian or foreign.
Article 6 – The Association is not for profit and operates in the areas referred to in paragraph 1, Art.10 of Legislative Decree no. 460/97, n. 3) charity, no. 8) protection and enhancement of nature and the environment, with the exception of the customarily perused activity of collection and recycling of special and hazardous municipal waste, referred to in Article 7 of the legislative decree of 5 February 1997, n. 22.
The Association “Animalstrust” an exclusively non-profit organization pursuing goals of social solidarity work in the country and abroad in the environmental sector with the aim of:
- Protecting and preserving the natural ecosystems, the plant and animal species, and biodiversity;
- Combating pollution, the waste and irrational use of natural resources, land and energy;
- Promoting cultural training directed at achieving the above written objectives.
In order to achieve the objectives set out, relating to the areas referred to in the first paragraph of this Article, the Association can accomplish the following tasks, including but not limited to:
- Environmental education for boys, girls and teachers in schools and universities, encouraging participation in associations, even extracurricular, in defense of the environment;
- Denouncing any kind of ill-treatment of various animal species and alteration of ecosystems, helping to build a future in which humans live in harmony with all other life forms on the planet;
- Selection, training and use of volunteers in the implementation of institutional activities, in Italy and abroad, in which the Association itself fulfills its work;
- Protection in the legal, judicial areas, and in any other area where it is necessary, of the environment and animal species or varieties;
- Promoting scientific research in the field of health, protection, respect and care of all animal species and the ecosystems in which they live;
- Stimulating proposed regulations and administrative rules on issues of conservation and protection of the environment and animal species and promotion of activities to engage and guide national and international institutions, social and economic forces towards legislation, programs, agreements, projects, etc. that are consistent with institutional goals;
- To promote forms of connection, coordination and support with other associations, organizations, agencies and institutions active nationally and internationally with similar purposes, in order to facilitate the exchange of knowledge and the interaction between various disciplines, to develop and manage projects shared by promoting the mission of the network.
The Association may establish branches, delegations, agencies, offices, and all other types of local units allowed by law, both in Italy and abroad. The relationships with these bodies and delegations must be normative to specific regulations.
The Association may undertake any securities, real estate and financial business in a way that is strictly instrumental and deemed necessary to the main business, in order to achieve its objectives.
Article 7 – It is absolutely forbidden to engage in activities other than those relating to the areas referred to in the first paragraph of Article 6 of this Statute, with the exception of those directly connected with, or related by nature, being integrative of the same.
Article 8 – In the detail of the activities directly connected with or related to the pursuit of its purposes, the Association will organize awareness-raising activities and communication on issues relating to the preservation and defense of all animal species, and promote the occasional fundraising through digital platforms, organization of events, exhibitions, conferences, seminars, publication of studies and research in the form of reports, monographs, periodicals or other present and future, publications, observing, in the case of publishing activity, limitations and requirements by law, of the sale of promotional material, to the extent permitted by Legislative Decree no .4 December 1997 n.460 and subsequent amendments and additions.
Associates – Rights and obligations
Article 9 – All those who are of legal age, regardless of sex, religion, or origin, who share its purposes and intend to commit to achieving them can join the Association.
The members are divided into the following categories:
- Founding members, those who have founded the Association by supporting the constituting act of association;
- Ordinary members, those who share the same aims and work to achieve them, according to their personal abilities, and pay membership fees;
- Honorary members, those persons for whom the Association has special gratitude, or who for personal merit, are considered particularly worthy in the field of activities that are part of the statutes; they are appointed by the Ordinary Shareholders, upon proposal of the Board of Directors. Honorary members are exempt from the payment of any contribution, while still enjoying all the rights of other shareholders.
The application, accompanied by proof of payment of the accepted fee, in which the acceptance of the statutory purposes is declared, presented in accordance with the procedures laid down in the Rules for the implementation of the present Statute, shall be assessed by the Board who shall take into account the integrity of the applicants.
The admission of a new member starts from the date of resolution of the Board of Directors. In case of refusal, the Association agrees to return the amount paid by the nominee shareholder within 30 days of the decision of the Board of Directors. The Board of Directors to the General Meeting will annually decide the amount of the membership fee. Renewals are made following the payment of the membership fee, without prior specific procedure.
Article 10 – The association guarantees a uniform framework of association relations, expressly excluding the temporary nature of participation in community life. The Associate adheres indefinitely and therefore their membership in the Association may be terminated only after:
- Voluntary resignation, which will be followed by the communication of the Governing Body having taken note;
- Non-payment of the membership fee as further detailed in art. 31 of this Statute;
- Activities inconsistent with the purposes and principles of the statute;
The Associate will not be entitled to any refund of fees paid for the entire period of participation in the association.
Article 11 – The members have the obligation to respect and enforce the provisions of the Statute, the right to be informed of the activities of the Association, to participate in meetings, to vote in person for approval and amendment of the statutes and the appointment of the governing bodies of the Association, to be elected to the Board. Each member has a vote according to Article 2532, paragraph 2 of the Civil Code.
All members have the right of access to documents, resolutions, budgets, reports, records of the association and control established by law and this Statute.
The services provided by its members are mostly free, subject to reimbursement of expenses actually incurred, authorized and documented by the Board. The Association may, in case of special need, hire employees or use of free-lance workers, even resorting hiring its own members.
Article 12 – All legal entities and persons, sharing ideals, giving a financial contribution within the deadline but not directly participating in community life, who may join the Association as supporters. The supporters have no right to active or passive voting, but they have the right to be informed of the initiatives that are being undertaken by the association from time to time.
Article 13 – The organs of the association are:
• Assembly of members;
• the Board of Directors;
• the President;
• The Honorary President;
• the Board of Auditors;
• the Board of Arbitrators.
The Assembly of Members
Article 14 – The General Assembly is the sovereign body of the members and is made up of all members of the association.
Notice may be given by not registered post, by fax, e-mail, posting on the website, and the notice board of the association at least 15 days prior to the meeting itself. The notice must contain the date, time and venue of the meeting, the agenda and the order of the day with the object of the hearing.
The convocation of the meeting, usually the responsibility of the President, can also take place at the request of at least one-tenth of the members. In this case, the President shall provide for the convening within 30 days of receipt of the request and the meeting must be held within 10 days.
Article 15 – The General Meeting may take the form of an ordinary or extraordinary meeting.
Article 16 – The first call of the Ordinary General Meeting is duly constituted with the presence of half plus one of the members. In the second call, at least one day after, the Ordinary General Meeting is duly constituted regardless of the number of those present.
The Assembly shall appoint a Chairman among those present for the meeting and a secretary for the preparation of the minutes. The deliberations of the ordinary meeting are taken by simple majority of those present.
The Ordinary General Meeting has the following tasks:
a. elect members of the Board of Directors, after determining the number;
b. elect the Honorary President on the proposal of the Board of Directors;
c. elect the members of the Board of Auditors;
d. elect the members of the Board of Arbitrators;
e. define the general objectives and deliberate the program of activities proposed by the Board of Directors;
f. discuss and approve the budget and cash flow/balance sheet and the economic and financial activity report;
g. determine the amount of membership dues;
h. discuss and approve any proposed regulations by the Board of Directors for the operation of the association;
i. deliberate the liability of the members of the Board of Directors;
j. discuss and decide all the matters on the agenda.
The decisions are immediately enforceable and must be transcribed together with the summary of the discussion in the minutes signed by the President and by the Secretary of the meeting.
The directors have no voting rights with respect to specific items on the agenda. in the meeting for the approval of the budget and final accounts and those that relate to their responsibilities.
Article 17 – The General Meeting shall be convened in an extraordinary session in case of amendment of the statute, in the event of dissolution of the Association and transfer of the assets, in accordance with the provisions of Art. 36 of this Statute.
The President and the Secretary must sign the minutes of the meetings, to be drafted in a register available to all members.
Board of Directors
Article 18 – The Board of Directors is elected by secret ballot and is composed of from 3 to 7 members.
They will remain in office for three years. At the end of the mandate the members of the Board of Directors may be re-elected by the Assembly.
All directors are elected and shall lend their work, relative to the official duties of their office, free of charge, except for reimbursement of expenses incurred in the name of and on behalf of the Association, authorized in advance by the Board of Directors, or costs, in this case pursuant to Art.10, paragraph 6, letter c) of Legislative Decree no.460/97, individual annual compensation remunerations in excess of the maximum provided for by the Decree of the President of the Republic October 10, 1994, n.645, Decree – Law of 21 June 1995, n.239, converted into Law August 3, 1995, n.336, and subsequent amendments and additions to the chairman of the board of auditors of public companies, cannot be paid.
Article 19 – The Board of Directors shall elect, by a majority of the votes cast by ballot, the President, the Vice President and the Treasurer.
The President convenes the Board by email or non registered post, at least quarterly and as often as required by at least two of its members.
In the latter case, the meeting must take place within 15 days of receipt of the request. The meetings of the Executive Council are valid with the presence of a majority of its members and are chaired by the Chairman or, in their absence, by the Vice President.
The Executive Council shall act by a majority. In case of a tie the discussion can be reopened with new vote or the matter can be refer to the next session.
Article 20 – The Board of Directors is vested with the broadest powers to manage the association: proposing every executive act necessary for the realization of the program of activities not reserved by law or by-laws to the assembly of members.
Specifically, the Board has the following duties:
a. implementation of all acts of ordinary and extraordinary administration;
b. supervision of the execution of the resolutions of the Assembly;
c. proposal of rules and regulations for the operation of the Association;
d. submission of the work program to shareholders for approval, in accordance with the guidelines expressed by the Assembly itself, promoting and coordinating the activities planned and authorizing the necessary expenses;
e. accepting or rejecting applications for membership of the association;
f. deciding on the revocation and exclusion of members;
g. conferring general or special procedures;
h. to ratify or modify the actions taken by the President for reasons of necessity and urgency;
i. annually submit to the Assembly for approval:
• the report, the balance sheet or income statements and financial year accounts where assets, contributions, bequests and fees for analytical chapters and voices must be shown;
• the budget for the current year;
• separate records of any commercial activity;
• in the case of public fund-raising, according to Art.143 of Presidential Decree 917/86, a specific statement of the same to be approved by the ordinary shareholders within four months of the year close;
j . to hire and/or fire any employees, setting tasks, qualifications and salaries, in this case pursuant to Art.10, paragraph 6, letter c) of Legislative Decree no.460/97, individual annual compensation emoluments cannot be fixed in excess of the maximum provided for by the Decree of the President of the Republic October 10, 1994, n.645, and Decree – Law of 21 June 1995, n.239, converted into Law August 3, 1995, n.336, and subsequent amendments and additions to the chairman of the board of auditors of public companies .
Article 21 – In case one or more is irreversibly missing, the Board of Directors shall provide for a surrogate drawing on the ranks of the non-elect. Should this be exhausted or the number of directors to replace is more than half, index elections for members to be replaced.
Article 22 The President heads the Association and represents, to all effects, against third parties and in legal proceedings. They remain in office for the same period as the Board of Directors, of which they are a member. They are entitled to collect payments of any kind and for any reason and to issue the relevant receipts. They have the power to appoint lawyers and attorneys in disputes regarding the association before any judicial or administrative authority in any degree and judgment.
They shall convene and chair the meetings of the Assembly and the Executive Council. In case of absence or impediment their duties shall be performed by the Vice-Chairman or, in the Vice’s absence, the most senior member of the committee.
In case of proven necessity or urgency they may adopt measures within the competence of the Board of Directors submitting them for ratification at the next meeting. If the Board of Directors, for any valid reason, fails to ratify these measures, the President is personally liable.
They cease to hold office at the expiry of the term of office, resignation, or for any distrust expressed toward them by a majority of the members of the Board of Directors.
The Honorary President
Article 23 – The Honorary Chairman, appointed by the Ordinary Shareholders Meeting on the proposal of the Executive Council, as the guarantor of seriousness, of good repute and prestige of the Association, has the function of mere diffusion of the name and purpose of the association, with no representative power or delegation of institutional responsibilities reserved for the other organs of the association.
The Honorary President will be chosen, even amongst persons who are not part of the Association, including prominent personalities of civil society of inescapable moral and professional qualities, present or operating in the context of intervention of the Association and the in expression of its culture, scientific knowledge and moral commitment, aimed at achieving institutional goals of the Association.
The Office of Honorary President may be assigned or may remain vacant at the discretion of the Board of Directors.
The Honorary President shall hold office for the duration of the Executive Council who has proposed them to the assembly and is re-electable.
Article 24 – The Secretary is responsible for keeping the minutes of the meetings of the Board of Directors and Shareholders and of transcribing in the appropriate books entrusted to their custody together with the shareholders books. They are also responsible for the processing of personal data contained in the Decree Law of 30 June 2003, n.196, and dealing with the correspondence.
Article 25 – The Treasurer is responsible for the administrative and financial management of the association regarding the finance and bookkeeping. They provide for the preparation of the balance sheet and budget on the basis of decisions taken by the Board of Directors. They provide for the collection of revenue and the payment of expenses in accordance with the decisions of the Board of Directors.
Within the tasks of the treasurer they are given power to liaise with banks and post offices, including the power to open or close current accounts, sign checks, make withdrawals, endorse checks for collection and still perform any and all tasks related to operations assigned to them by the statutory bodies.
They are allowed to sign freely and separately from the President for amounts whose upper limit is defined by the Board of Directors.
Board of Auditors
Article 26 – The Shareholders Meeting may at its sole discretion decide to appoint the Board of Auditors, as deemed necessary, in accordance with applicable laws. It consists of three members and two alternates elected from among persons of proven competence and professionalism, not necessarily members of the association. This office is incompatible with the role of administrator.
The Board of Auditors, if appointed, checks the regular maintenance of accounting records and the petty cash at least every six months. They verify the balance sheets and budgets and present a written report to the shareholders. The Board of Auditors shall draw up minutes of its meetings to be transcribed in a special book. It participates, if invited, attending meetings of the Executive Council and the Assembly. The Board shall exercise the powers and functions provided for in Articles 2403 et. seq.
The Board acts on its own initiative or at the request of the Assembly, or upon notification, in writing and signed even a single member.
For the term of office, the re-election, the costs or gratuity benefits, reimbursement of expenses, are governed by the rules laid down in this Statute for Members of the Executive Council.
In case of resignation of an auditor an alternate senior member may take over the post. The co-opted auditors will remain in office until the expiry of three years.
Board of Arbitration
Article 27 – The Board of Auditors, if appointed by the Assembly, is composed of three members.
The Board has the task of settling disputes between members, between these and the Association. or its organs, including the members of the various organs and between different organs. The Board judges, according to equity and justice, without formal procedures.
The Board of Arbitrators shall remain in office until revocation and/or resignation. The resignation and/or removal of a component, involves the appointment of an alternate senior member. The co-opted Arbitrators shall remain in office until the expiry of three years.
Fiscal year and budget
Article 28 – The fiscal year coincides with the calendar year. For each fiscal year, the Board of Directors shall prepare the report summary and programmed activities, the budget and the final budget/Financial Statement to be submitted to the assembly, together with the written report of the Audit Committee, which is discussed and approved by the majority.
The Assembly for the discussion and approval of the budget must be held within four months of the end of the year.
The balance sheet or statement must be clearly stated and must represent a true and fair view of the financial position, results and financial position of the association, in accordance with the principle of transparency with respect to the members.
In the case of public fund-raising activities, the ordinary shareholders meeting is held to approve, within four months of the financial year, a special and separate financial statement maintained and preserved pursuant to Art.22 of Presidential Decree 600/73, from which the revenue and expenditure for each of the celebrations, anniversaries or campaigns listed in Art.108 of Presidential Decree 917 /86 should be clear and transparent, even within an explanatory report.
A copy of the report must be made available to all members with the notice of the meeting which has been convened to approve it.
Article 29 – It is forbidden in any form and even in an indirect way, the distribution among the members of the proceeds of the assets, profits or operating surpluses and funds, reserves or capital during the life of the association and in the event of dissolution unless law requires the destination or distribution.
Article 30 – The Assembly shall fix the amount of membership fees to be paid by members each year on the occasion of budget approval.
The membership fees must be paid within 30 days of the expiry of the previous annual fee. Members who are in debt lose the right to active or passive votes and availed of an extra 30 days, are then excluded from the Board of Directors.
The membership fee is non-transferable and not subject to revaluation.
Economic resources and assets of the Association
Article 31 – The Association draws on the resources necessary for the operation and conduction of its activities from:
• membership fees and contributions of members and supporters;
• inheritances, gifts and bequests;
• income from any activity directly or indirectly related;
• Contributions from the State, institutions, the European Union, international organizations, other public institutions, aimed at supporting specific and documented activities or projects;
• donations of members and third parties;
• revenue from sales promotions and public fund-raising aimed at the achievement of institutional goals ;
• revenues of movable and immovable property received by the Association in any capacity ;
• any other income compatible with the existing rules and the aims of the Association that contributes to increase the social activity of the same.
The proceeds of the various activities may not, under any circumstances, be divided among the members, even indirectly. Any budget surplus must be reinvested in favor of foreseen statutorily institutional activities.
Article 32. The Company’s assets consist of:
• any amount originally paid by the founders;
• movable and immovable property which becomes the property of the association;
• from any reserve funds coming from budget surpluses.
Loans to assets that are received for the Association shall be deposited in a special treasury account, to be opened at a financial institution established by the Board. Every financial transaction relating to the assets of the company is prepared exclusively by mandate or order form, with the joint signatures of the President and the Treasurer.
The assets must be used in accordance with the laws in force in the most appropriate ways to achieve the objectives of the association.
Prohibition of distribution of profits
Article 33 – During the life of the Association it will not be possible in any way to distribute profits and surplus funds, reserves or capital, unless the destination or distribution is required by law or is made in favor of other non-profit organization who by law, Statute or Regulations is part of the same unitary structure.
Commitment of earnings
Article 34 – The Association is obliged to pledge profits or operating surpluses for the institutional activities and those directly connected to them.
Devolution of assets
Article 35 – The Association, in the event of its dissolution for any reason, is obliged to donate its assets to other non-profit social activity organizations or for purposes of public utility, the control body referred to in Art.3, paragraph 190 of the Law of 23 December 1996. 662, unless otherwise required by law.
Amendments to and dissolution of the Articles of Association
Article 36 – The proposed amendments to the Statute of the Association and the proposed dissolution of the Association may be advanced by the Assembly or the Executive Council.
The Assembly must be convened in an extraordinary session to discuss and vote on the proposals.
The amendments to the Statute of the Association must be approved by the presence of at least a majority of the members and with the favorable vote of at least 50 per cent + 1 of the entitled voters.
The dissolution of the association must be approved by the presence and the favorable vote of at least three fourths of the members pursuant to Art.20 of the Civil Code.
In the event of dissolution, the association’s assets, minus the current liabilities, will be donated to another association with similar purposes, or for public utility purposes, the control body referred to in Article 3, Section 190, of the Law of 23 December 1996, n.622, and unless otherwise required by law.
The distribution of any surplus among the members from the liquidation of the remaining and undisposed of assets is forbidden even in an indirect way and in any form.
Article 37 - The present Charter shall be observed as the fundamental act of the Association. Although not expressly provided, reference is made to the applicable laws in the field and the general principles of Italian law.
Milan (MI) , November 27, 2013