Statutes

STATUTES

(This translation from the italian original is for convenience only and may not be used for legal interpretation purposes. Only the original Italian version is binding.)

1 . Name, registered office and duration

1- A independent, nonpolitical, nondenominational and nonprofit association of social utility is constituted, pursuant to articles 60 et seq. of the Swiss Civil Code and regulated according to the present statutes, existing under the name “HYDROSPHERE ASSOCIATION” written and/or represented in any form, any font and size, (hereafer called the Association).

2 – The association has its registered offices in 6815 Melide – via al Doyro 6, and is registered in the Registry of Commerce of Canton Ticino.

3 – The Association may open several branches and / or subsidiary offices and / or head offices abroad.

4- The duration of the Association is unlimited.

(modificato 5.12.2018)

2. Purpose
1- The Association exclusively pursues purposes of social utility for the protection and the enhancement of nature and environment in general, and particularly, but not exclusively,  the safeguard of fluvial, lake and marine environments and of the related biodiversity from alterations of human origin harmful to them, and/or from pollution mainly due to chemically processed materials of organic origin (for ex. polymers), and/or inorganic chemical materials, for the benefit of present and future generations.

2 -The Association is committed to the achievement of its aims not just nationally and regionally, but on a worldwide perspective.

3. Activities

1 – To achieve its goals the Association commits itself, without this being limitation of the associative aims, to:
a) Organize and carry out direct and non-violent demonstration actions in relation to situations connected to the association’s purposes;

b) Seek, detect and intervene in, situations relating to the social purposes stated above,  stimulate and increase public attention and information on these situations through paper- and electronic information channels, develop and implement cooperation activities of the public for the aforementioned operations;

c) Activate itself directly in, and / or promote, develop, organize, scientific research,  conferences and other cultural educational and training activities in relation to situations pertaining to the association’s purposes, and granting contributions and/or prize money, always in the  pursuit of associative purposes;

d) Cooperate with other organizations having similar or compatible purposes, provide collaboration and support to other associations, as long as this is coherent and
compatible with the Association’s aims and with this Statute;

e) Propose and solicit legislative measures, propose and support legal actions, provided that this is coherent and compatible with the associative goals and with own status of association of social utility;

f)  Organize and implement all those activities and operations that are necessary and/or incidental for:
  i) achievement of the aims of the Association, including the edition and the distribution of publications, collection and acceptance of contributions and donations, the purchase, the use and the availability of personal and real property;

  ii)   ensure the financial resources necessary to the Association to achieve its purposes, including the fundraising activities, the contracting and obtaining loans secured by fixed assets or real estate or others.

g) Perform any other activity that is directly or indirectly related to the aforementioned associative purposes of social utility, including direct operational interventions through its members, or cooperating volunteers, in cases of detected existing or rising situations of alterations harmful to the environment and to the biodiversity, or of environmental pollution.

2 – The Association is not allowed to carry out activities other than those listed above.

(modified 20.11.2018)

4. Financial means

1 The activities of the Association are financed by:

Annual membership dues Contributions, legacies, donations and voluntary disbursements in general by adult persons and legal entities coming from whatever nation

c) Income deriving from own activities related, ancillary and instrumental to the principal activity, carried out in any country

d) Any other contribution, offer, bequest or donation of movable or immovable property, bestowed by adult persons and legale entities coming from any country.

2 – The Board of Directors may, if does not consider it compliant with the associative principles established by the present Statute, refuse grants, in any of the forms mentioned above, from the above-mentioned subjects.

3 – The Association, in order to protect its independence, on principle does not accept funds from central and local government institutions and political parties.

4 – For the entire duration the Association can not in any way distribute profits and operating surpluses, as well as funds, reserves or assets, unless the destination or distribution is imposed by law or carried out in favor of other associations with a similar social purpose

5 – The Association is obliged to use the profits or operating surpluses for the implementation of institutional activities and those directly connected to them.

6- The fiscal year corresponds to the calendar year.

(modified 20.11.2018)

5. Liability

1 -The liability of the Association is limited to its own social assets, any personal responsibility of the Members is excluded.

6. Members

1- The social body is made up of:

Founding Members,

Ordinary Members,

Honorary Members,

all having the same rights and duties towards the Association.

A) Founding Members

Founding Members are those who have intervened in the association’s charter or who have been appointed as Founding Members until the date of approval of these statutes.

Founding Member means both the natural person who has reached the age of 18, and the association, with or without legal personality, in the person of the legal representative, and any legal entity, in the person of the legal representative, that does not reflect the cases of exclusion pursuant to art. 9.

The status of Founding Member is non-transferable.

Each Founding Member can participate in the activities of the Association by lending his work as a volunteer, with no right to any remuneration, without prejudice to the right to reimbursement of any expenses incurred for the voluntary activity, budgeted and accepted by the Board of Directors.

B) Ordinary Members

  (1) Members of the Association can be anyone – natural person – legal entity – association – that shares the Association’s purposes. The ordinary members are therefore divided into two types:

Individual members:

any individual over the age of 18 regardless of nationality ;

Collective Members:

any association with or without legal personality, legal entities, of any nationality, that share the aims of the Association and are active in the protection and enhancement of the nature and biodiversity.

  (2) Each Individual Member, each member of the Collective Member can participate in the activities of the Association by lending his work as a volunteer, with no right to any remuneration, without prejudice to the right to reimbursement of any expenses incurred for the voluntary activity, budgeted and accepted from the Board of Directors.

C) Honorary Members

  (1) Single persons, associations (in the figure of legal representative) with or without legal status, legal entities (in the person of the legal representative) who have worked in significant way in favor of the Association both with its own activities and with donations, legacies or voluntary disbursements in general, or that have particularly distinguished themselves in their activities with similar aims to those of the Association, may acquire the status of Honorary Member, upon proposal of the  Board of Directors to the Assembly.

  (2) The Honorary Members are released from the payment of the annual dues, while enjoying all the rights deriving from the status of a Member.

  (3) Each Honorary Member can participate in the activities of the Association by lending his work as a volunteer, with no right to any remuneration, without prejudice to the right to reimbursement of any expenses incurred for the voluntary activity, budgeted and accepted by the Board of Directors.

2 – To all members it is guaranteed:

the right to vote on any decision of the ordinary or extraordinary General Meeting;

the participation in the association’s life and in the committees pursuant to art. 10.D;

full entitlement to eligibility to executive positions.

3 – Association membership presupposes full acceptance by the Members of the spirit and letter of the statutory provisions and of further possible regulations.

4 – Members are obliged to adhere to the associative discipline and observe the resolutions passed by the Organs of the Association.

5 – Within the Association there is a uniform discipline of the associative relationship and of the associative modalities.

6 – The temporariness of participation in association life is expressly excluded.

7 – The Association can not avail itself, if not for free, of the professional services by its members, with the exception of the provision of the par.10.B. sect..13

8 – The status of Member is acquired through  registration and payment of the annual dues.

9 – The status of Member and the related rights and duties are personal and are not in any way transferable.

10 – Membership status, and related rights, cease in the event of renunciation, exclusion or forfeiture in accordance with the provisions of Articles 8 and 9 of these Statute.

(modified 20.11.2018)

Art 7 Joining the Association

1- Organizations wishing to join the Association as Collective Members must submit application to the Board of Directors through the President.

If there are no grounds for exclusion pursuant to art. 9, or for facts known to the Board of Directors and conflicting with the purposes of the Association the Board of Directors accepts provisionally the request.

Membership is finalised with the payment of the membership dues.

If there are grounds for exclusion pursuant to art. 9, or for facts known to the Board of Directors and in contrast with the aims of the Association, the Board of Directors rejects the request, briefly indicating the reasons and giving notice via the secretariat.

2 – Individuals join the Association by submitting the application form in Appendix A to the Board of Directors through the Secretary, or directly online by filling out the form in the ʺJoin usʺ page of the ʺHydrosphereassociation.orgʺ website.

If there are no grounds for exclusion pursuant to art. 9 or for facts known to the Board of Directors and conflicting with the purposes of the Association, the Board of Directors accepts provisionally the request.

Membership is finalized with the payment of the membership dues.

If there are grounds for exclusion pursuant to art. 9 or for facts known to the Board of Directors and conflicting with the purposes of the Association, the Board of Directors rejects the request briefly indicating the motivations in the communication through the secretariat.

In case of online registration, if there are grounds for exclusion pursuant to art. 9 of this Statute or for facts known to the Board of Directors and conflicting with the purposes of the Association, the Board of Directors cancels the registration by returning to sender the amount of the paid dues.

3 – The Admission or exclusion of a member provisionally confirmed by the Board of Directors must be validated in the last instance by the Assembly.

4 – The decision not to validate or to exclude for both types of applicants for membership is final.

5 – In case of non validation of admission, the amount of the annual social contribution already received is returned to the sender, if not already paid back.

6 – Membership of the Association is indefinite and only ends in the cases provided for in Article 8.

7 – The minimum membership dues is set by the Board of Directors, and must be paid annually, the first time together with the registration to the Association, the following years within 30 days after the previous annual expiry.

8 – Members can autonomously decide to pay a greater amount than the minimum, without this entailing acquisition in the Association of more rights than the other Members.

(modified 20.11.2018 and 19.1.2019)

Art. 8 Loss of member status

1 – The status of Member for Individual Members is lost:

for death;

following withdrawal, upon written notice;

for non-payment of the annual membership dues within the deadline

for revocation by the Board of Directors following:

  (i) behavior of the Member in contrast with the present statute;

  (ii)   failure to comply with the regulations or with General Meeting’ resolutions;

  (iii)  acts that seriously damage the image or interests of the Association.

2 – In the case of revocation by the Board of Directors for the aforesaid reasons, the excluded Member can lodge a complaint at the first General Meeting following revocation; the complaint is then discussed by the General Meeting and the resulting decision, voted by an absolute majority of those present, is final.

3 – No right belongs to the Member following the loss of such status, and no right is due to heirs in case of death.

4 – The status of Member for Collective Members is lost:

following resignation

following the dissolution of the legal entity

for non-payment of the annual membership fee within the deadline

for revocation by the Board of Directors for:

  (i) failure to comply with the regulations or with the General Meeting’s resolutions

  (ii) acts that seriously damage the image or interests of the Association.

5 – In the case of revocation by the Board of Directors for the above reasons, the excluded Collective Member can file a complaint at the first General Meeting following the revocation; the complaint is then discussed by the General Meeting and the resulting decision, voted by an absolute majority of those present, is final.

6 – No right belongs to the Collective Member following the loss of this status

Art. 9 Reasons for exclusion

1 – Cannot join the Association, as collective members:

subjects who, by statute or for the activities carried out, are in contrast with the aims of the Association political parties, local sections of political parties for-profit companies or entities regardless of their legal form, except for small family-run companies.

2- Cannot join the Association, as individual members:

subjects who, for the activities carried out, are in contrast with the aims of  the Association subjects who take an active part in political life, holding positions within their own party or institutional positions at municipal, regional and / or state level managers of for-profit legal entities, except managers of small family-run companies.

those convicted with a sentence that has become res judicata for:

(i) serious criminal offenses against the person or against property,

(ii) offenses against the environment and / or animals,

(iii) acts of terrorism,

(iv) preparation, use or sale of drugs.

3- Religious confession is not a reason for exclusion.

Art. 10 Organs

1- The Bodies of the Association are:

A) the Associates General Meeting,

B) the Board of Directors,

C) The Secretariat,

D) the Technical Committee (optional)

E) the Auditing Office.(if required by law)

A – Associates General Meeting

The Associates General Meeting (The Assembly) is the deliberative and sovereign body of the Association. Are part of it all the members, of which it represents the universality. Its resolutions, adopted in accordance with the present statute, bind all members, including those absent and dissenting.

The Assembly, whether in ordinary or extraordinary session, is called by the President or, in the event of his / her impediment, by the Vice President, without formal obligations, provided by suitable means, at least fifteen days before the meeting.

Upon convocation, the documentation relating to all the points dealt with in the Agenda must be made available to the Associates.

The Assembly, ordinary or extraordinary,  is chaired by the President of the Association, in case of impediment by the Vice President or by another member of the Board of Directors. At the beginning of each session, the President of the Association or the person who substitutes him, designates, where necessary, the tellers.

The ordinary Assembly  is valid if the majority of Associates is present on the first call; otherwise, in second call to be held half an hour after the first, whatever the number of participants.

The presence can be either physical, or via real time electronic devices.

The ordinary Assembly  is held at least once a year, before June 30th, for the approval of the final balance sheet.

The ordinary Assembly  has the following skills:

a) decides about admission and exclusion of members;

b) deliberates on the Association’s management and handling criteria,  to which the Board of Directors must abide in the performance of its functions;

c) ratifies the adoption of the Statutes;

d) designates,  and revokes for just cause, the members of the Board of Directors   with a two-thirds majority of voters;

e) rules on the preventive budget prepared by the Board of Directors;

f)  examines and approves the annual report of the Management, the annual balance sheet and the auditing report

g) rules on the other objects pertaining to the handling of the Association, reserved for his jurisdiction by this statute or by the law or submitted to its check by the Board of  Directors;

h) decides on the establishment of any technical and scientific committees with consultative functions and determines the methods of organization and operation;

i) decides on complaints regarding revocation of the status of Member as per art. 8.

j)   formulates proposals to the Board of Directors

The extraordinary Assembly  is called in the cases provided for by par. 10.1, par. 2, and par. 12 of the Statutes.

The extraordinary Assembly may also be called  for urgent decisions at the request of the President, of the Board of Directors, and / or at the request of at least 1/5 of the members, who must communicate in writing the reasons to the Secretariat.

(10)The Extraordinary General Assembly must take place within 7 days from receipt  of the request.

(11)The meetings of the extraordinary Assemblies are valid if the majority of the members are present, on first call, otherwise on second call to be held half an hour after the first, regardless of the number of participants.

(12)The presence can be either physical or via real time electronic devices.

(13)The extraordinary Assembly:

rules the emendments to the association’s statutes;

rules the dissolution and liquidation of the association;

rules on the matters that, by law or by statutes, do not fall within the competence of the ordinary assembly.

rules  the topics proposed in the request for extraordinary General Assembly by the  President, by the Board of Directors  or by Associates Members, including the appointment of Honorary Members.

(14)The minutes of the General Meetings are taken by the Secretary of the Assembly and countersigned by the Chairman and the Secretary and are kept at the Management.

(15) Right to vote at the Assembly

All the individual Members and the representatives appointed by the Collective Members have the right to participate in the Assembly.

Each Participant in the Assembly has one vote.

The delegation of the right to vote is excluded.

(16) The ordinary Assembly  rules with the favorable vote of half of those present plus one except for cases in which differently qualified majorities are required pursuant to these Statutes.

(17) extraordinary Assembly validly rules with the favorable vote of half of those present plus one, except for cases of resolution to amend the association’s statutes, for which the favorable vote of 2/3 of those present is required, and of resolution for the dissolution and liquidation of the association, for which the favorable vote of 3/4 of those present is required, and at least the majority of the votes to which the Founding Members are entitled.

(18) In the event of a tie vote, the vote of the Chairman of the Assembly decides.

(19) The participation of members in the Assembly, both ordinary and extraordinary, is not to be considered as an activity of the Association and does not entitle to any reimbursement of expenses.

B- The Board of Directors

The Board of Directors is the organ of administration and management of the activity of the Association. It is made up of 5 – 13 members, including the President, the Vice-President, the Executive Director, The Vice Executive Director, the Scientific Directors,   the Cashier and the Secretary.

The Founding Members are members by right of the Board of Directors, except for specific written waiver.

The Assembly  elects the Member of the Board among the Individual Member candidates and the candidates nominated by the Collective Members; at least one Member of the Board is elected among the Individual Member candidates, except for the designations during the first session decided in the Constituent Assembly of the Founding Members.

In case of resignation or termination, for any reason, of more than two Directors, the Board of Directors is divested of authority and the remaining Members are obliged to call the Assembly without delay, so that the latter will re-elect the entire Board of Directors.

The Board of Directors elects within it the President, the Vice President, the Executive Director, the Scientific Directors, the Secretary and the Cashier and also decides on any revocation of these offices for just cause.

Those who hold the office of President, Vice President, Executive Director,  Vice Executive Director, Scientific Director, Cashier and Secretary can hold only one other position within the Board of Directors; the offices of President and Vice President cannot be held by the same person;  the offices of Executive Director and Vice executive Director cannot be held by the same person; neither the President nor the Vice-President can also hold the Cashier office.

Each member of the Board remains in charge for four financial years, starting from the date of his appointment, and is removed after approval of the fourth  financial statement for which he is responsible.

The members of the Board and the President may be re-elected consecutively for a maximum of two more times.

In the case of early termination of the office due to a forfeiture of the Board of Directors, the re-elegibility of the members of the Board, of the President, of the Vice President, of the Executive Director, of the Vice Director and of the Cashier is permitted for a third consecutive time.

The Board of Directors is called, whenever the need arises, by the President and, in case of his impediment, by the Vice President, without formal obligations, provided with suitable means, at least eight days before the meeting; in urgent cases, the aforementioned term may be reduced to five days.

The Board of Directors must be considered validly called also upon written and motivated request of at least two of its members carried out in the terms mentioned above.

The meetings of the Board of Directors are valid if the majority of its members are present.

The presence can be either physical, or via real time electronic devices.

The Board of Directors deliberates by majority of those present; in the event of a tie, the President’s vote prevails or, in his absence, the Vice President.

The position of Board of Directors’ Member, including the offices received, does not entitle to any payment, except for, depending on the held office,  the reimbursement of any loss of earnings and of the expenses incurred and duly budgeted, accepted by the Board and documented.

The Board of Directors  has the widest powers for the ordinary and extraordinary management of the Association, in accordance with the law and the Statutes; the Board of Directors lies with all decisions concerning the implementation of corporate purposes that are not attributed by statute or by law to other bodies, in particular:

a) the planning and approval of the activities of the Association;

b)  the fulfillment of the decisions adopted by the General Meeting;

c)  the fixing of the amount of the membership dues ;

d)  the planning and the execution of all the economic and financial activities related to the life of the Association, including the acceptance or the refusal of funds, legacies, donations and of any other contributions, and the management of fundraising activities ;

e)  the supervision of the Association’s operational goals and of the management by the Executive Director, by the Vice Executive Director, by the Scientific Directors and by the Cashier ;

f)   the management and the evaluation of the activities of the secretariat;

g)  the recruitment of personnel;

h)  the establishment of the General Meeting;

i)   the preparation and approval of the following year‘s budget before December 31 of the current year and its regular monitoring on a periodic basis during the year of competence;

j)   the preparation and approval of the annual financial statements ;

k)  the assignment of mandates to members and to persons outside the   Association

l)   the drafting of association’s potential internal regulations on its competence topics;

m)  the appointment of the Executive Director, the Vice Executive Director, the   Scientific Directors, the Cashier and the Secretary and the determination of the respective tasks and powers, as well as  their possible revocation;

n)  the surveillance regarding the integrity of the Association and of the operational regularity of  the structure of the same;

o)  the adoption, in general, of any measure necessary for the good functioning of the Association ;

p)  the observation and the promotion of respect for the purposes of the  Association by all the associates ;

q) the decision regarding the establishmnet of any technical or scientific  Committees, with advisory functions, determining their organisation and  functioning modalities, if not already decided by the Assembly. This decision must be validate by the Assembly ;

r) the provisional acceptance or rejection of new members

(15) The Board may delegate the performance of certain tasks to the Secretariat, to individual Directors or to external consultants.

(16) President, Vice-President

The President, and the Vice President, are elected by the Board of Directors among its members.

The President is responsible for the legal representation of the Association toward third parties and in court matters; he also:

(i)   calls the  General Meeting and the meetings of the Board of Directors;

  (ii)  chairs the meetings of the Board of Directors;

  (iii) presents the annual activity report to the Assembly;

  (iv) represents, alone or together with the Vice President, the Association   outward

(v)  supervises the activities of the Secretariat and of the technical  committee;

(vi) executes the decisions of the Board of Directors, directly or through  theSecretariat.

The Vice-President assists the President in his duties and replaces him in case of absence, with the same duties.

(17) The Cashier

The Cashier is appointed by the Board of Directors among its members.

The cashier is responsible for the finances and accounting of the Association, prepares the budget and the financial statement and presents them annually to the Assembly.

For the performance of his duties the Cashier can avail himself of the collaboration of people outside the association, hired at his request by the Board of Directors.

(18) The Executive Director

The Executive Director is appointed by the Board of Directors among its members.

He collaborates with the President and is responsible to the Board of Directors for the practical fulfillment of the decisions of the Board of Directors and of the General Meeting, of the operational organization, of the fulfillment of the Association’s activities, and of the solution of the problems connected to them.

He is also responsible for handling and management of hired personnel, for marketing and for fundraising activities.

The Executive Director works in compliance with his tasks and duties established in the mandate he receives from the Board of Directors.

(19)  The Vice Executive Director

The Vice Executive Director is appointed by the Board of Directors among its members.

He collaborates with the Executive Director, supports and assists him in carrying out the duties.

The Vice Executive Director works in compliance with his tasks and duties established in the mandate he receives from the Board of Directors.

(20) The Scientific Direction

The Scientific Direction is composed of one or more Directors, nominated by the Board of Directors among its members

The Scientific Director/ Directors cooperate with the President and is/are responsible to the Board of Directors for the management, for the operational organization, and for the fulfillement of the Association’s scientific activities, and to solve the problems connected to them, as well as for collaboration and / or data collection and study with universities or other scientific institutions, and with individual researchers.

The Scientific Directors work in compliance with their tasks and duties established in the mandate received from the Board of Directors.

C – The Secretariat

In order to be able to carry out its functions in the best possible way, the Association provides itself with a Secretariat that may be own or represented by an association among the Founding Members.

Secretariat is an auxiliary body at the service of the Association and has the task of assisting the Board of Directors, the Executive Director and the Advisory

Committee in their functions. Furthermore, the Secretariat also carries out all the tasks necessary for the functioning of the Association and for achieving its goals, as well as drafting the minutes of the Meetings.

The Secretariat is represented / governed by a Secretary appointed by the Board of Directors among its members.

In the Secretariat, persons external to the Association can be hired by the Board of Directors, to help the Secretary.

D – The Technical Committee

The Technical Committee, if, but not necessarily, elected,  is a consulting  and scientific   support body that cooperates with  the Board of Directors in the evaluation and / or elaboration of concrete projects and strategies for biodiversity and environmental protection.

The Technical Committee is nominated by the Assembly or by the Board of Directors.

Technicians or scholars in environmental fields or people with recognized experience and expertise in the protection of nature, territory and biodiversity or in sectors deemed important by the Board of Directors can take part in the Technical Committee.

Tasks, functions and methods of designation to the Technical Committee are established in a specific regulation drawn up by the body that decided the election.

The consultation procedure is applied whenever the Board of Directors request it.

E-  The Auditing Office

When necessary by law, an external fiduciary office is charged with the auditing by mandate of the Board of Directors.

It prepares a report to the attention of the General Meeting regarding the balance sheet and the operating account.

The mandate expires the first time after four years, and can be renewed for the same period.

(modified 20.11.2018 and 19.1.2019)

Art. 11 Power of attorney

1- The Association is legally bound by the President’s individual signature, or by the Vice President  and the Cashier joint signature

Art. 12 Dissolution of the Association

1- The dissolution of the association takes place in all the cases covered by the Swiss Civil Code and if the Extraordinary General Meeting rules on it.

2. The Assembly, with the same majority expected for the dissolution, appoints the liquidators.

3- The residual assets following the liquidation must be devolved to other non-profit organizations of social utility having the benefit of tax exemption, or for public utility purposes, unless otherwise required by law.

Art. 13 Equality of rights

All the nouns and the positions referring to the masculine to persons in the present Statutes must be understood, in compliance with the equality of rights between the sexes, both male and female.

Art. 14 Applicable law

1- For anything not expressly established by the provisions of these statutes, the provisions of art. 60 et seq. of the CCS apply.

2- Swiss law is generally applicable.

3- The competent court is Lugano.

Art.15 Entry into force

The present statute has been adopted in the context of the Constituent Assembly of october 6, 2018, and amended by the General Meeting on date 20 November  2018, 5 December 2018 and 19.1.2019 from which it also enters into force in the current version.

Melide, January 19, 2019

The President

Nicola Rubortone

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