Association Statute

ART. 1) CONSTITUTION

In accordance with the Civil Code and Legislative Decree no. 117/2017 (hereinafter the Third Sector Code or CTS) and subsequent amendments, the Association is constituted under the name: "ASTROFILI SIDERA ASSOCIATION".

The denomination shall be integrated with the expression "Association of social promotion" and/or the acronym APS only in case of registration in the National Register of the Third Sector (RUNTS) under the APS section. Following such registration, the Association automatically adopts the name "ASTROFILI SIDERA Association of Social Promotion", abbreviated "SIDERA APS". This does not entail any modification of the statutes and shall be used only while registered in the APS section. Thereafter, the Association shall use the indication "Association of Social Promotion" or the acronym "APS" in all documents and public communications.

ART. 2) LEGAL SEAT

The legal seat is located in the Municipality of Calvi dell'Umbria, at the address communicated by the Board of Directors to the competent offices, with indefinite duration. It may establish secondary/administrative seats or local sections by Board resolution.

A change of legal seat within the same Municipality, decided by the Board, shall not be considered a modification of this Statute.

ART. 3) NON-PROFIT STATUS & NO DISTRIBUTION OF SURPLUS

The Association is non-profit, non-partisan, and secular, inspired by solidarity, subsidiarity, democracy, pluralism, equality, and non-discrimination principles (religious, political, ethnic, cultural, gender), as per the Italian Constitution.

It is forbidden to distribute, directly or indirectly, any surplus, profits, reserves, or capital to founders, members, workers, administrators, or any other social organ members, even in cases of individual withdrawal or dissolution.

Surpluses are to be used exclusively for institutional activities and those directly related to them.

ART. 4) PURPOSE

The Association pursues civic, solidarity, and social utility aims through voluntary activities in favor of its members, families, or third parties. It primarily relies on the voluntary activity of its members and affiliates.

Specifically, it aims at the dissemination of astronomy and science in general.

The Association carries out the following activities of general interest as per Art. 5, Para. 1 of D.Lgs. 117/2017:

• h) Scientific research of particular social interest;
• i) Organization and management of cultural, artistic, or recreational activities of social interest, including editorial and promotional activities for culture and voluntary work.

Therefore, the Association may undertake, organize, and manage the following (non-exhaustive list):

• Promote the dissemination and study of astronomy where its facilities are hosted, including the management of astronomical observatories, schools of all orders, and the general public;
• Construct and manage shared scientific structures in the Umbro-Sabino territory;
• Organize astronomical study and observation programs, considering the capacities of all members and the Association, both for members and the wider interested public, and schools;
• Collaborate with public and private bodies or associations pursuing similar activities.

According to Art. 6 of the Third Sector Code, the Association may also carry out other activities secondary and instrumental to those of general interest, as determined by the Board of Directors.

The Association realizes these activities through mutual, economic, or service-provision modalities as decided by the Board. It may also engage in fundraising (donations, legacies) per Art. 7 of the Code, respecting transparency and truthfulness.

MEMBERS, VOLUNTEERS, AND RECOMPENSED WORK

ART. 5) VOLUNTEERS

The Association primarily relies on voluntary, free, and unpaid contributions of its members to achieve its institutional purposes. Volunteers are persons who freely perform community-oriented activities through the Association. Volunteering cannot be paid, not even by the beneficiary. The Association may reimburse actual and documented expenses incurred by volunteers, within limits set by internal regulations or Assembly resolution. No lump-sum reimbursements are allowed. The Association insures volunteers against accidents, illnesses, and civil liability.

ART. 6) RECOMPENSED WORK

The Association may hire employees or use independent workers, including members, only when necessary for the general interest activities and purposes, subject to Art. 17(5) of the Third Sector Code. The number of paid workers cannot exceed 50% of volunteers or 20% of members, as per Art. 36 of the Code.

ART. 7) ADMISSION AND NUMBER OF MEMBERS

The number of members is unlimited, subject to the minimum required by law. No economic limitations or any discrimination may be applied to membership. This follows Art. 35(2) of the Third Sector Code.

In addition to natural persons, other non-profit entities may join, provided their number does not exceed 50% of the Association of Social Promoters, and they declare in their application to share the aims, accept the Statute and Internal Rules. Organizational participation is permanent and represented by a designated person.

ART. 8) MEMBERS' RIGHTS AND OBLIGATIONS

All members are subject to uniform rules and possess active and passive electoral rights. Membership is permanent unless terminated as specified. Names are recorded in the membership book. Members registered for at least three months have voting rights in Assemblies regarding statutes, regulations, and board elections.

Obligations: (a) full acceptance of the Statute and internal rules; (b) payment of annual dues and periodic activity fees; (c) respectful conduct towards other members and organs.

Rights: (a) participation in all Association activities; (b) voting at Assemblies; (c) access to leadership positions; (d) examination of social books upon written request.

ART. 9) ADMISSION PROCEDURE

Applicants must submit a written request to the Board of Directors including name, birth details, residence, email, and a declaration of acceptance of the Statute. The Board decides within thirty days based on non-discriminatory criteria. If rejected, a written refusal must be communicated within sixty days. The rejected applicant may appeal to the Ordinary Assembly within sixty days; the Assembly decides definitively even if not specifically convened.

For minors, parental consent is required.

ART. 10) ANNUAL DUES

Members must pay the annual fee set by the Board. Failure to pay within the prescribed term results in loss of status. Membership does not imply further financial obligations beyond the initial payment. Extra contributions are voluntary.

ART. 11) LOSS OF STATUS

Status is lost by withdrawal, default (non-payment for more than 90 days), or expulsion. Withdrawal must be notified in writing to the Board; it becomes effective at the end of the current year if given at least three months in advance. Expulsion is decided by the Board majority for violations of statutes or harmful actions. Expelled members may appeal to the Assembly.

ASSOCIATION ORGANS

Art. 12) The organs are the Members' Assembly, the Board of Directors, the President, and the Control Organ (if required by law or facultatively established).

ART. 13) MEMBERS' ASSEMBLY: INALIENABLE POWERS

The Assembly (ordinary and extraordinary) is the deliberative body. Voting rights are reserved to members in good standing (paid dues for at least three months). Parents exercise voting rights for minors until age 18.

Ordinary Assembly powers: approve budgets, elect/revise the Board, elect/control organs, approve activity programs, adopt assembly rules, decide on liability, and examine appeals.

Extraordinary Assembly powers: dissolution, asset devolution, transformation, merger/split, and statute amendments.

Written notice must state the agenda, date, time, and place. The Assembly is presided by an elected chair who appoints a secretary.

ART. 14) CONVOCATION

The Ordinary Assembly must be convened at least once a year for budget approval within 120 days after fiscal year-end. It may also be called on reasoned request by 1/10 of members, 1/3 of Board members, or the Control Organ.

ART. 15) VALIDITY AND PARTICIPATION

Deliberations follow Civil Code Art. 21. Members may delegate voting to another member (max two). Directors do not vote on their own liability. Quorum rules apply; videoconference is permitted.

ART. 16) SINGLE VOTE PRINCIPLE

Votes are by show of hands or secret ballot (on request of 1/10 of attendees). Elections are always by secret ballot. Single-vote principle applies (Civil Code Art. 2538(2)).

ART. 17) BOARD OF DIRECTORS

Minimum three members, elected by the Assembly for three fiscal years. A majority must be natural persons. Members may be re-elected. If the majority resigns, the whole Board is dissolved and the Assembly is convened within 15 days. The Assembly may delegate the Board to appoint its officers (President, Vice-President, Secretary, Treasurer); otherwise, the Board elects them in its first meeting.

ART. 18) BOARD MEETINGS

Called by the President or by majority. Valid with a majority of members; if only three members, all must be present.

ART. 19) BOARD COMPETENCES

The Board drafts activity programs, executes Assembly decisions, prepares budgets, enters contracts, negotiates public agreements, appoints/removes staff, decides on admissions/expulsions, sets dues, approves secondary activities, ratifies urgent presidential acts, and performs other necessary tasks.

ART. 20) BOARD CONVOCATION

Called by the President or on majority request. Ordinary notice: at least eight days; urgent meetings may be convened by phone.

ART. 21) PRESIDENT

The President legally represents the Association, signs official documents, convenes meetings, oversees administration, and ensures statutory compliance. In absence, the Vice-President acts. Extraordinary administrative acts may be performed in cases of necessity and urgency, provided they are ratified by the Board.

ART. 22) SECRETARY AND TREASURER

The Secretary manages administrative tasks and keeps the social books and correspondence. The Treasurer maintains accounts, handles collections and payments per Board decisions.

ART. 23) CONTROL ORGAN

Established if legally required (overshooting limits) or facultatively by the Assembly. It may be collegial (three members + two substitutes) or monocratic. It monitors compliance with law, statutes, and good governance principles, and may exercise legal audit of accounts when thresholds are met. Its members must meet the qualifications of Civil Code Art. 2397. Terms: three fiscal years, re-election possible.

ART. 24) VIDEOCONFERENCE MEETINGS

All organs may meet via videoconference, respecting collegiality, good faith, and equal treatment. Requirements: verify identity, allow the secretary to perceive proceedings, enable simultaneous participation and voting, and announce connection details in the notice. The meeting is deemed held where the President is present. Interruptions do not invalidate prior decisions.

ASSETS AND ECONOMIC RESOURCES

Art. 25) The Association's assets (movable, immovable, reserves, donations, grants, revenues) are indivisible and dedicated exclusively to social, solidarity, and general-interest purposes. Resources include member dues, private contributions, legacies, public funds (EU, State, institutions), rental incomes, reimbursements, proceeds from sales, fundraising initiatives, and other compatible income.

Art. 26) NON-TRANSFERABILITY OF DUES Payments for membership and dues are solely for supporting the Association. They are not property rights, not transferable, and not refundable.

ACCOUNTING AND BUDGET

Art. 27) The Association maintains books of members, volunteers, and minutes of all bodies. Members may consult these books upon motivated request with fifteen days' notice.

Art. 28) ANNUAL BUDGET The financial year runs January 1 to December 31. The Board must approve the budget by March 31 following the year; the Ordinary Assembly must approve it within 120 days of fiscal year-end. The budget includes the balance sheet, management statement, and mission report. If revenues are below €300,000, a cash-based report suffices. The budget is deposited in RUNTS. A social budget must be prepared if legal thresholds are met or facultatively decided.

Art. 29) FUNDRAISING REPORT For each occasional public fundraising campaign, a separate report must be issued within four months, detailing income and expenses, and deposited in RUNTS.

DISSOLUTION AND ASSET DEVOLUTION

Art. 30) Dissolution requires an Assembly vote of at least three-quarters of members present.

Art. 31) Liquidators are appointed by the Assembly. Remaining assets shall be devolved to other Third Sector entities, subject to legal provisions and approval by the RUNTS office.

FINAL PROVISIONS

Art. 32) Any matter not expressly covered by this Statute shall be governed by current legislation, particularly the Third Sector Code and APS regulations.