Bylaws

There is hereby established, pursuant to Legislative Decree No. 117/2017, to the Civil Code insofar as compatible, and to the laws in force on the matter, the association named TAMSHA Associazione di Promozione Sociale, in short TAMSHA A.P.S., hereinafter referred to as the "Association", with its registered office in Copertino (LE), at Piazza Giuseppe Mazzini No. 13.

The transfer of the registered office within the same Municipality may take place by resolution of the Board of Directors. The transfer of the registered office to another town must be ordered by resolution of the Members' Assembly.

The duration of the Association is indefinite.

The Association is inspired by the principles of democracy and gratuitousness, has no profit-making purpose and pursues exclusively aims of social solidarity; any surplus must be allocated directly to the achievement of the institutional purposes referred to in Art. 3.

The Association operates, on a non-profit basis, for the pursuit of civic, solidarity-based and socially useful purposes, carrying out principally, for the benefit of its members, their family members or third parties, the following activities of general interest referred to in Art. 5 of the Third Sector Code:

• letter d) education, instruction and vocational training, pursuant to Law No. 53 of 28 March 2003, as amended, as well as cultural activities of social interest with an educational purpose;
• letter f) measures for the protection and enhancement of cultural heritage and the landscape, pursuant to Legislative Decree No. 42 of 22 January 2004, as amended;
• letter g) university and post-university education;
• letter h) scientific research of particular social interest;
• letter i) the organisation and management of cultural, artistic or recreational activities of social interest, including activities, also of a publishing nature, for the promotion and dissemination of the culture and practice of volunteering and of the activities of general interest referred to in this article;
• letter j) community sound broadcasting, pursuant to Article 16, paragraph 5, of Law No. 223 of 6 August 1990, as amended;
• letter k) the organisation and management of tourism activities of social, cultural or religious interest;
• letter l) extra-curricular training aimed at preventing early school leaving and at promoting educational and training success, at preventing bullying and at combating educational poverty;
• letter t) the organisation and management of amateur sports activities;
• letter z) the redevelopment of unused public property or of property confiscated from organised crime.

And in particular it pursues the following purposes: to pursue the aim of justice and social solidarity; to promote artistic, educational, cultural, sporting, recreational, training, informational and tourism activities, environmental protection, the safeguarding of historical and artistic heritage, and social utility; as well as to provide the services that its members deem appropriate for their human, civic, social and cultural growth.

The Association achieves its purposes through the following activities:

• Management of a community radio station: The professional organisation and management of a community radio station (and possible TV/Web-TV) pursuant to Law No. 223/1990, aimed at broadcasting informational, cultural and social programming that promotes the local area, volunteering and the democratic participation of citizens.

• Film and Audiovisual Production: The production, post-production and distribution of films, documentaries and short films of social interest, aimed at promoting culture and at raising awareness of civic, artistic and environmental issues.

• Publishing Activity: The promotion and dissemination of culture through multimedia publishing activities, podcasts and online news outlets aimed at social communication.

• Academy of Arts and Crafts: The organisation of vocational training courses, workshops and laboratories in the audiovisual, musical and multimedia sector (e.g. courses for sound technicians, directing, dubbing) for the awarding of recognised skills.

• Educational Pathways: Non-formal education and instruction activities aimed at young people and adults to foster digital literacy, the responsible use of media and social inclusion through the creative arts.

• Management of Spaces and Recording Studio: The management of audio recording studios and photographic studios for the production of musical works and podcasts, as well as the provision of multifunctional spaces for exhibitions, conferences and artistic events of social interest.

• Itineraries and Hospitality: The organisation and management of tourism activities of a social, cultural or religious nature, inclusive and accessible, including activities to promote local itineraries and the management of accommodation facilities (hostels, holiday homes) geared towards welcoming pilgrims, young people and associative groups.

• Sports Organisation: The organisation, management and promotion of amateur sports activities, tournaments and multidisciplinary courses, aimed at improving psychophysical well-being and at social enhancement.

• Facility Management: The operation of sports facilities and play areas for social entertainment and community sports practice.

• To enhance sport as an exercise of participation in the life of the local community and to contribute to the integral and social development of boys, girls and young people, valuing their educational demand and the promotion of sport;

• To facilitate access to amateur sports activity, cooperating with Sports Promotion Bodies and/or National Sports Federations;

• To guide young people in order to foster their entry into occupational and employment activities, developing opportunities for volunteering and social inclusion;

• To contribute to the creation of recreational and socialising moments and spaces in order to foster the dissemination of art and culture in all its forms, including through social tourism;

• To foster and organise cultural and sporting events, conferences, recitals, concerts and various artistic events without limitation of repertoire and type, through its own members and/or with the collaboration of external personnel;

• To organise events and courses related to the performing arts for schools, the elderly and volunteer associations operating in the sphere of marginalisation, maladjustment and disability;

• To undertake research into local history, to promote the recovery of artists of the past by publishing their original documents, biographies and musical productions, and to carry out studies and analyses, including with statistical references, on the customs linked to the practices of yesterday and today within the local area;

• To launch artistic and cultural initiatives in the sphere of social aggregation and leisure, for the promotion of the individual and of the quality of life;

• To set up cultural centres and pathways for peace education and global education;

• To establish a library, including a computer-based and/or multi-ethnic library of peace (texts of Italian and foreign literature, poetry, traditional tales, migration literature, food, religion, globalisation, intercultural education and mediation, peace education, international journals and legislation);

• To launch publications, including in digital form, and non-periodical publishing activity;

• To organise scholastic activities, school support and parenting support, vocational and other training, and refresher and advanced courses;

• To set up manual and cultural workshops such as theatre, music, dance, ceramics, drawing, painting and sculpture;

• To organise exhibitions, round tables, conferences, congresses, debates, seminars, surveys and research services in collaboration with public and private bodies;

• To collaborate with public and private bodies for the realisation and management of projects with social purposes;

• To organise trips, excursions and horseback rides, in order to foster the discovery of the local area and social relations.

• To organise projects, summer camps (including sports camps), events and gatherings, and to take part in calls for proposals and notices aimed at enhancing the local area through sport and at fostering the social inclusion of disadvantaged persons.

The Association may also carry out fundraising activities, pursuant to Art. 7 of the Third Sector Code - by requesting donations, bequests and non-consideration-based contributions from third parties - in order to finance its activities of general interest, in compliance with the principles of truthfulness, transparency and fairness in relations with supporters and with the public.

For the performance of the aforesaid activities, the Association relies primarily on the volunteer work of its members or of the persons belonging to the associated entities.

In pursuit of its aims, the Association may also join other bodies, including associative networks, whose purposes and methods it shares, as well as cooperate with public and private bodies in order to achieve the statutory purposes.

Pursuant to Art. 6 of Legislative Decree No. 117/2017, the Association may also carry out activities other than those of general interest, which are secondary and instrumental to the latter, according to the criteria and limits defined by a specific ministerial decree.

The identification of such activities shall be carried out by the Board of Directors by means of a specific resolution.

Anyone who applies, shares its purposes and intends to commit to their achievement may become a member of the Association.

Other Third Sector entities or non-profit entities may be admitted as members, provided that their number does not exceed fifty per cent of the number of social promotion associations that are members.

The retention of membership status is subject to payment of the annual membership fee within the terms prescribed by the Board of Directors.

The application for admission as a member must be submitted to the Board of Directors. The Board shall decide on the acceptance or rejection of the applicant's admission. The member's admission is recorded in the members' register.

The rejection of the application for registration must be communicated in writing to the person concerned, stating the reasons, within 60 days. In this case, the prospective member has the right, within 60 days, to lodge an appeal with the Assembly, which shall examine the request at its first meeting.

Members have the right to be informed of all the activities and initiatives of the Association, to participate with voting rights in the assemblies, to be elected to corporate office and to carry out the commonly agreed activities.

Each member has the right to examine the corporate books, upon a request to be submitted to the President and to be fulfilled within 15 days.

They also have the right to withdraw from membership of the Association, with written notice of at least 8 days.

Participation rights are not transferable. The membership fee and any other sum paid are non-refundable, non-evaluable and non-transferable.

Members are obliged to comply with and to ensure compliance with the rules of the bylaws and of any regulations.

Members who have ceased to belong to the Association have no right over its assets.

Membership status is lost:

a) by death;
b) by default in the payment of the membership fee;
c) upon submission of written resignation; such withdrawal shall take immediate effect. The obligation to pay the membership fee for the current year remains;
d) by exclusion.

Those who are guilty of acts of indiscipline and/or repeated improper conduct constituting a violation of statutory rules and/or internal regulations, or who, without adequate reason, place themselves in a condition of prolonged inactivity, lose membership status by exclusion.

The loss of membership status is resolved by the Board of Directors. Against the exclusion measure referred to in letter d), the excluded member has 60 days to appeal to the Assembly, which must decide within and no later than 60 days from the appeal itself.

Volunteers are those members who join the Association by providing, of their own free choice and in a personal manner, spontaneous, free-of-charge activity, without any purpose of profit, even indirect, and exclusively for purposes of solidarity.

The volunteer's activity cannot be remunerated in any way, not even by the beneficiary.

The Association may reimburse the volunteer only for expenses actually incurred and documented for the activity performed, within maximum limits and under the conditions established in advance by the Association. Lump-sum expense reimbursements are in any case prohibited.

Pursuant to Art. 17, paragraph 4, of Legislative Decree No. 117/2017, the expenses incurred by the volunteer may also be reimbursed on the basis of a self-certification made pursuant to Art. 46 of Presidential Decree No. 445/2000, provided that they do not exceed the amount of 10 euros per day and 150 euros per month, subject to a resolution of the Board of Directors establishing the types of expenses and volunteer activities for which this method of reimbursement is allowed.

The status of volunteer is incompatible with any form of subordinate or self-employed employment relationship and with any other remunerated employment relationship with the entity of which the volunteer is a member or associate, or through which they carry out their volunteer activity.

A member who occasionally assists the corporate bodies in the performance of their functions is not considered a volunteer.

Members who carry out volunteer activities are, pursuant to Art. 18, paragraph 1, of Legislative Decree No. 117/2017, insured against accidents and illnesses connected with the performance of the activity itself, as well as for civil liability towards third parties.

Volunteer members are entered in a special register.

All persons who, sharing its ideals, make a free and voluntary financial contribution may also be recognised as supporters. Supporters do not have the right to vote and do not have the right to active and passive electorate, but they have the right to be informed of the initiatives undertaken from time to time by the Association.

The Association may hire employees or make use of self-employed work or work of another nature, including from its own members, provided they are not volunteers, where necessary for the performance of the activities of general interest referred to in Art. 3 of these bylaws and for the pursuit of its purposes.

In any case, the number of workers employed in the activity may not exceed fifty per cent of the number of volunteers or 5 per cent of the number of members.

The bodies of the Association are:

a) the Members' Assembly;
b) the Board of Directors;
c) the Supervisory Body, where elected;
d) the Auditor of the accounts, where elected.

All corporate offices are elective.

The Assembly is the sovereign body and is composed of all the members, and each member is entitled to one vote if registered in the members' register for at least three months.

The Assembly is normally chaired by the President, who convenes it:

• at least once a year;
• within four months of the close of the financial year, for the approval of the financial statements;
• whenever the Board of Directors deems it necessary;
• when a reasoned request is made by at least one tenth of the members.

To convene the Assembly, the Board of Directors meets in session and resolves on the day and time of the first call and the day and time of the second call.

The Assembly is convened at least 10 days before the scheduled day by sending a registered letter with return receipt, or delivered by hand and duly countersigned, by SMS, fax or e-mail, or by other technological means that guarantee certainty of receipt of the notice of meeting.

The notice of meeting must contain the day, time and place of the meeting and the agenda with the items to be discussed.

All members are convened to the Assembly, even if suspended or excluded pending the final judgement of the Assembly.

The Assembly has the following tasks:

• it discusses and approves the financial statements;
• it approves the social report when required by law;
• it defines the general annual programme of activities;
• it proceeds with the election and removal of the directors, first determining the number of members;
• where applicable, it proceeds with the election and removal of the members of the Supervisory Body, first determining the number of members;
• it appoints and removes, where required, the person charged with the statutory audit of the accounts;
• it discusses and approves any regulations governing the proceedings of the Assembly and any other regulations prepared by the Board of Directors for the functioning of the Association;
• it resolves on the liability of the members of the corporate bodies and brings actions for liability against them;
• it ratifies the resolutions of the Board of Directors on the loss of membership status in cases a), b) and c) referred to in Art. 7;
• it resolves on the member's appeal against the exclusion measure resolved by the Board of Directors;
• it resolves on amendments to the deed of incorporation and to the bylaws;
• it resolves on the dissolution, transformation, merger or division of the Association;
• it discusses and decides on all the matters on the agenda;
• it resolves on any other matter assigned to its competence by law, by the deed of incorporation or by the bylaws.

The Assembly is validly constituted with the presence of at least half of the members, present in person or by written proxy to be conferred on another member, also at the foot of the notice of meeting; whereas, on second call, the resolution taken is valid whatever the number of those present. Each member may bear a maximum of three proxies.

It is possible to attend the Assembly by means of telecommunication, or to express a vote by correspondence or electronically, provided that it is possible to verify the identity of the member who participates and votes.

The resolutions of the Assembly are taken by a majority of votes.

For amendments to the bylaws, the Assembly resolves in the presence of at least three quarters of the members and with the favourable vote of the majority of those present.

For the dissolution of the Association and the devolution of its assets, the Assembly resolves with the favourable vote of at least three quarters of the members.

In resolutions approving the financial statements and in those concerning their own liability, the members of the Board of Directors have no vote. Voting is normally carried out by a show of hands. For the election of corporate offices, voting is carried out by secret ballot on a ballot paper.

The resolutions are immediately enforceable and must be recorded, together with a summary of the debate, in a special minute drawn up by the Secretary of the Assembly and signed by the President and by the Secretary themselves.

The Board of Directors is composed of a minimum of 3 and a maximum of 9 members, elected by the Assembly, with the exception of the first directors, who are appointed in the deed of incorporation. It remains in office for four years and its members are re-eligible.

All members must be chosen from among the natural persons who are members or those indicated, from among their own members, by the associated entities.

A person who is interdicted, incapacitated, bankrupt, or who has been sentenced to a penalty entailing disqualification, even temporary, from public office or incapacity to hold managerial offices, cannot be elected as a director and, if elected, forfeits their office.

The directors must, within 30 days of notice of their election, request registration in the National Single Register of the Third Sector, when established, indicating for each of them the name, surname, place and date of birth, domicile and citizenship, as well as to which of them the representation of the entity is attributed, specifying whether severally or jointly; the power of representation attributed to the directors is general, and any limitations are not enforceable against third parties unless they are registered in the National Single Register of the Third Sector.

The Board of Directors is convened by the President whenever there is a matter to be resolved upon, or when a request is made by at least one third of the directors.

The convocation is made by means of a notice posted at the registered office at least 5 days before the meeting, or by e-mail sent at least 5 days before the meeting itself.

In cases of urgency, the Board of Directors may also be convened by telephone, with only 24 hours' notice.

Meetings are valid when the majority of the directors attend.

Resolutions are taken by a majority of those present. Voting is open except in cases of appointments or otherwise concerning persons.

The Board of Directors is vested with the broadest powers for the management of the Association; it carries out every executive act necessary for the realisation of the programme of activities that is not reserved by law or by the bylaws to the competence of the Members' Assembly.

Specifically, it:

• elects from among its members the President, the Vice President, the Secretary and the Treasurer, if not assigned by the Assembly; carries out all acts of ordinary and extraordinary administration;
• ensures the execution of the resolutions of the Assembly;
• prepares and proposes to the Assembly the annual programme of activities;
• identifies the activities other than those of general interest that may be carried out by the Association;
• prepares the annual financial statements and presents them to the Assembly for discussion and approval;
• prepares the annual social report, where required by law, and presents it to the Assembly for discussion and approval;
• confers general and special powers of attorney;
• hires and dismisses any workers, setting their duties, qualifications and remuneration;
• proposes to the Assembly the regulations for the functioning of the Association and of the corporate bodies;
• receives, accepts or rejects the applications for membership from new members;
• ratifies and rejects the urgent measures adopted by the President;
• resolves on the loss of membership status.

If one or more directors are irreversibly absent, the Board of Directors provides for their replacement by drawing on the list of non-elected candidates. When this is exhausted, or non-existent, it calls supplementary elections for the members to be replaced. In any case, the new directors expire together with those who are in office at the time of their appointment. If directors are absent in a number exceeding half, the President must convene the Assembly for new elections.

The President is the legal representative of the Association and has the use of the corporate signature. He remains in office for as long as the Board of Directors. He is authorised to collect payments of any nature and on any account and to issue receipts therefor.

He may delegate part of his powers to other directors or members by general or special power of attorney. In the event of absence or impediment, his functions are exercised by the Deputy Vice President.

In cases of objective necessity, he may adopt urgent measures, submitting them for ratification by the Board of Directors. If the Board of Directors, for well-founded reasons, does not ratify such measures, the President is personally liable for them.

The Treasurer is responsible for keeping and updating the accounting books and for preparing the financial statements on the basis of the determinations made by the Board.

The Treasurer may be granted the power to operate with banks and post offices, including the power to open or close current accounts, sign drawn cheques, make withdrawals, endorse cheques for collection and in any case carry out any and all operations relating to the duties entrusted to him by the statutory bodies. He has free signing authority, separate from the President of the Board, for amounts whose maximum limit is defined by the Board of Directors. The office of Treasurer may be assigned to the Secretary or to the President himself.

The Secretary is responsible for drawing up and keeping up to date the minutes of the Board and Assembly meetings, which he transcribes in the appropriate books entrusted to his custody together with the members' register.

If the Association's revenues exceed the limits indicated in Article 30 of Legislative Decree No. 117/2017, the Assembly shall elect a Supervisory Body, which may also be a sole member.

Article 2399 of the Civil Code applies to the members of the Supervisory Body. The members of the Supervisory Body must be chosen from among the categories of persons referred to in Article 2397, second paragraph, of the Civil Code. In the case of a collegial Supervisory Body, the aforesaid requirements must be possessed by at least one of the members.

The Supervisory Body oversees compliance with the law and with the bylaws and compliance with the principles of correct administration, also with reference to the provisions of Legislative Decree No. 231 of 8 June 2001, where applicable, as well as the adequacy of the organisational, administrative and accounting structure and its actual functioning.

The Supervisory Body also performs tasks of monitoring compliance with civic, solidarity-based and socially useful purposes and certifies that the social report has been drawn up in accordance with the guidelines referred to in Article 14 of the Third Sector Code. The social report gives an account of the results of the monitoring carried out by the Supervisory Body.

The members of the Supervisory Body may at any time proceed, even individually, with acts of inspection and control, and to this end may request information from the directors on the progress of corporate operations or on specific matters.

The Supervisory Body may also exercise, upon exceeding the limits referred to in Art. 31, paragraph 1, of Legislative Decree No. 117/2017, the statutory audit of the accounts. In this case, the Body is composed of statutory auditors registered in the appropriate register.

Furthermore, the Members' Assembly elects the Supervisory Body where it deems it appropriate in view of the complexity of the activities organised or in view of the significance of the public contributions to be managed.

If the Supervisory Body does not exercise accounting control and if the requirements provided for in Art. 31 of Legislative Decree No. 117/2017 are met, the Association must appoint a Statutory Auditor of the accounts or a statutory audit firm registered in the appropriate register.

Upon the occurrence of the conditions provided by law, the Assembly reserves the right to establish the sole-member or collegial nature of the body and the number of its members.

In any case, the Members' Assembly may elect the Auditor of the accounts where it deems it appropriate in view of the complexity of the activities organised or in view of the significance of the public contributions to be managed.

The financial years close on 31 December of each year and, with the close of the financial year, the financial statements shall be drawn up, which must be presented to the Assembly for approval within four months of the close of the financial year.

The financial statements are made up of the balance sheet, the management report indicating the income and expenses of the Association, and the mission report, which illustrates the balance-sheet items, the economic and management performance of the Association and the methods of pursuing the statutory purposes.

In the case of revenues, income, proceeds or receipts, however denominated, of less than 220,000.00 euros, the financial statements may be drawn up in the form of a cash-based financial report.

The income of the Association consists of:

• membership fees of the members;
• contributions from private individuals, the State, bodies, international organisations and public institutions aimed at supporting specific and documented activities or projects;
• donations and testamentary bequests;
• reimbursements deriving from agreements;
• income from assets;
• fundraising activities;
• income deriving from any marginal commercial and productive activities;
• any other income deriving from the different activities referred to in Art. 6 of Legislative Decree No. 117/2017 and subsequent amendments, in any case secondary and instrumental to those of general interest referred to in Art. 3 of these bylaws, which is received by the Association on any account.

The Board of Directors documents the secondary and instrumental nature of the different activities with respect to those of general interest, as the case may be, in the mission report or in a note at the foot of the cash-based report or in the explanatory notes to the financial statements.

The corporate assets consist of:

a) immovable and movable property;
b) shares, bonds and other public and private securities;
c) donations, bequests or inheritances;
d) other provisions and asset availability.

The corporate assets must be used, in accordance with the laws in force, in the most appropriate manner for the achievement of the purposes of the Association.

The membership shares are non-transferable. In the event of resignation, exclusion or death of a member, their membership share remains the property of the Association.

The distribution, even indirect, of profits and operating surpluses, funds and reserves, however denominated, to founders, members, workers and collaborators, directors and other members of the corporate bodies is prohibited, even in the event of withdrawal or of any other case of individual dissolution of the membership relationship.

The Association must keep the following corporate books:

a) the register of members;
b) the register of volunteers;
c) the book of the meetings and resolutions of the assemblies, in which the minutes drawn up by public deed must also be transcribed;
d) the book of the meetings and resolutions of the Board of Directors and of any other corporate bodies.

The Board of Directors ensures the substantial publicity and transparency of the acts relating to the activity of the Association, with particular reference to the annual financial statements or reports and to the mandatory corporate books, namely the members' register and the book of the meetings and resolutions of the Members' Assembly, of the Board of Directors and, where elected, of the Supervisory Body.

Such corporate documents must be made available to the members for consultation, even where they are kept by professionals whom the Association makes use of.

Requests for access to the documentation are to be addressed to the President of the Association.

If revenues, income, proceeds or receipts, however denominated, exceed 100 thousand euros per year, the Association must publish annually and keep up to date, on its own website or on the website of the associative network to which it may belong (paragraph 2, Art. 14 of Legislative Decree No. 117/2017), any emoluments, compensation or consideration of any kind attributed to the members of the control bodies and to the managers.

The dissolution of the Association is decided by the Assembly with the procedures and majorities provided for in Art. 20, paragraph 2, of the bylaws.

In the event of extinction or dissolution, the assets of the Association may not be divided among the members but, on a proposal of the Board of Directors approved by the Assembly, shall be devolved in their entirety - subject to the favourable opinion of the regional office of the National Single Register of the Third Sector and save for any different destination imposed by law - to other Third Sector entities or, failing that, to the Fondazione Italia Sociale.

In no case may property, profits and reserves be distributed to the members.

The Association is therefore required to forward to the aforementioned Office the request for an opinion by registered letter with return receipt or in accordance with the provisions of Legislative Decree No. 82 of 7 March 2005.

For anything not provided for in these bylaws, reference is made to the legislative provisions in force on the matter, with particular reference to the Civil Code, to Legislative Decree No. 117/2017 and to any amendments thereto.