Art. 1. Name

The non-profit cultural recreational association called “WORLDWIDE PHONECARDS COLLECTORS CLUB” is established, which was established by the will of the subjects indicated as founding members, who, together, promote cultural and recreational activities, as specified in the art. 3 of this deed of incorporation.

Art. 2. Site

The Association is based in Turin (TO), Piazza Basilicata n. 2 A scale.

The change of headquarters does not imply a change to the bylaws but only the obligation to communicate to the competent authorities.

Art. 3. Activities constituting the corporate purpose

The Association has a democratic structure and content.

The Association is a private law body, non-profit, which intends to comply, in carrying out its activities, with the principles of internal democracy of the structure, electivity and gratuitousness of the association offices.

The association is prohibited from distributing, even indirectly, profits or operating surpluses as well as funds, reserves or capital during the life of the association, unless the destination or distribution is imposed by law;

The Association is committed to the aim of valorising and promoting the collection of telephone cards, organizing events and collection fairs, promoting national and international exchanges of material and knowledge of collecting, promoting constructive and active collaboration with other clubs and associations of the sector present all over the world.

The activities could be:

–  cultural activities: conferences, conferences, debates, seminars, meetings, events

– training activities: training and refresher courses, institutions of study and research groups,

– editorial activity: publication of a bulletin, publication of conference proceedings, seminars, as well as studies and research carried out,

– creation of a dedicated website aimed at promoting the relationship between members and enthusiasts of the sector,

– activation of specific associative services.

Art. 4. Members

Membership in the Association is to be considered for an indefinite period and cannot be arranged for a temporary period. Members are all those who, sharing the association’s aims and having reached 18 years of age, have submitted a written application, accepted by the Board of Directors, declaring:

– to want to participate in associative life;

– to share institutional goals;

– to accept, without reservations, the Statute, activities, purposes and method of the Association;

– to comply with any internal regulations.

When submitting the application for membership, the amounts established for the annual membership fee, if applicable, must be paid.

Each member is bound to comply with all the rules of this statute, as well as the provisions adopted by the bodies of the Association.

Among the members of the Association there is equality of rights and duties.

The regulation of the associative relationship and the associative methods aimed at guaranteeing the effectiveness of the relationship itself are uniform. Any limitation based on the temporary nature of participation in association life is expressly excluded.

Adult members have the right to vote for the approval and modifications of the Statute and regulations and for the appointment of the governing bodies of the Association.

Each member has one vote. Five proxies are permitted for the same member.

The number of members of the Association is unlimited.

The quota is established every year by the Board of Directors.

Membership fees are not transferable or revaluable.

The corporate officers, elected by the shareholders’ meeting, do not give the right to any compensation.

Member status is lost for:

– resignation;

– exclusion, which is pronounced by the Board of Directors against the Member who has carried out actions contrary to the spirit of the association or for other serious reasons;

– default in the payment of the fee or other obligations contracted with the Association.

Admission and exclusion are decided by the Board of Directors and an appeal to the Assembly is permitted.

Members’ services to the Association and their positions are always free. The Board of Directors decides on the reimbursement of expenses incurred by members on behalf of the association.

The quality of volunteer is incompatible with any form of subordinate or self-employed employment relationship and with any other financial relationship with the organization of which he or she is a member or for which he or she carries out volunteering activities.

Art. 5 – Rights and duties of members

Members have the right:

– to frequent the Association’s premises, in compliance with the rules established in the specific Regulations;

– to participate in the assembly if up to date with the payment of the membership fee and to vote directly for the approval and modifications of the Statute and Regulations and for the appointment of the social bodies of the association (President, members of the Board of Directors);

– to participate in the life of the association in the ways prescribed by the Statute and the regulations.

Members have the duty:

– to respect this Statute and the Regulations of the Association;

– to observe the resolutions adopted by the corporate bodies;

– to pay the membership fee on the established deadline;

– to carry out previously agreed association activities;

– to maintain behavior compliant with the aims of the Association;

– to respect the rules established in the Internal Regulations prepared by the Board of Directors;

– to be present at meetings, to respect timetables and, if responsible for a sector, to behave with diligence and correctness and commit to achieving institutional objectives.

Membership of the Association doesn’t entail financing or disbursement obligations in addition to the payment of the ordinary fee.

Art. 6. Corporate bodies

The bodies of the Association are:

– the Shareholders’ Meeting;

– President;

– the Board of Directors.

To guarantee the democratic nature of the Association’s structure, it is established that all positions must be elective as well as free.

The following principles are established:

a) free eligibility of the Administrative Bodies;

b) single vote principle;

c) sovereignty of the shareholders’ meeting;

d) suitable forms of publicity of the meeting calls, the related resolutions, the budgets or reports.

Art. 7. The Members’ Assembly

The Members’ Assembly is the sovereign body of the association: it is made up of all members who are up to date with the payment of the membership fee and annual contributions and who, on the date of the notice of meeting, are registered in the Members’ Register.

The Assembly is convened by the President, at least once a year, and whenever he deems it appropriate and is chaired by the President or, in case of his impossibility, by the Vice President.

The meeting is convened with written communication at least fifteen days before the date set for the first meeting and must contain the agenda. In the same letter convening the meeting, a further day can be set for the second call.

The ordinary assembly decides:

– the election of the Board of Directors and the President;

– the approval of the economic and financial accounting statement,

– on the topics submitted for approval by the Board of Directors.

The adult member has the right to vote. Voting by proxy is permitted.

On first call, the ordinary Assembly is duly constituted with the presence of half of the Members entitled to participate; on second call it is valid regardless of the number of members present.

The ordinary Assembly decides on the topics on the agenda by an absolute majority, i.e. with the favorable vote of half plus one of the voters.

The Extraordinary Assembly is validly constituted on first and second call with the presence of at least half plus one of the members entitled to participate; and decides by absolute majority of those present.

The Extraordinary Assembly resolves:

– on requests to amend the Statute;

– on the dissolution, transformation, merger or split of the Association;

The meetings of the Assembly must be recorded in specific minutes, signed by the President and the secretary and transcribed in the Book of Minutes of the Members’ Assembly.

Art. 8. Board of directors

The Association is administered by a Board of Directors, made up of a minimum of 3 members and a maximum of 5 members designated from among all members with the right to vote. The President, the Vice-President, the Secretary and the Treasurer are ex-officio members of the Board of Directors, specifically elected to these positions by the Assembly, in addition to the above members.

The Board of Directors holds office for five years and its members can be re-elected for a maximum of ten terms.

The sessions are valid when the majority of the members are present and the resolutions are taken by a simple majority of those present.

The Board of Directors meets when convened by the President and when at least one third of the members request it.

The tasks of the Board of Directors are:

   – accept or reject Members’ applications for admission;

   – adopt disciplinary measures;

   – compile the annual accounting report;

   – draw up any annual report on the accounting statement;

   – elect the Secretary and the Treasurer from among its members;

   – take care of administrative matters;

   – hire employees; stipulate employment contracts; grant consultancy mandates;

   – draw up the program of the association’s activities;

   – appoint those responsible for the various sectors of the association;

   – ensure that the various activities are carried out correctly;

   – maintain relationships with third parties;

   – draw up the first note and take care of tax and legal affairs;

   – establish the rules for the functioning and internal organization of the Association;

   – open relationships with credit institutions;

   – take care of the financial side and everything that is necessary for the proper functioning of the Association.

The role of Administrator is free.

If one or more Councilors pass away during the financial year, the Board of Directors will proceed to replace them with members among the first of the non-elected members or with election at the first meeting.

The meetings of the Board of Directors are chaired by the President and in his absence by the Vice President.

The meetings of the Board of Directors must be recorded in specific minutes, signed by the president and the secretary and transcribed in the Book of Minutes of the Board of Directors.

Art. 9. President

The President is elected by the Members’ Assembly.

The President appoints the Vice President within the Board of Directors.

In case of absence, impediment or termination, his functions are carried out by the Vice President.

The President is responsible for the legal representation of the association before third parties and also in court. He represents the Association in relations with third parties; he convenes and presides over the members’ meeting and the board of directors.

The President can grant power of attorney to one or more directors both for individual acts and for categories of acts.

The President holds office for five years and can be re-elected for a maximum of ten terms.

Art. 10. Economic resources

The Association draws the economic resources for the functioning and carrying out of its activities from:

a) annual membership fees of Members;

b) any additional membership fees;

c) voluntary contributions from Members;

d) voluntary contributions from third parties;

e) donations, inheritances, testamentary bequests, bequests;

f) revenue deriving from the various initiatives that will be undertaken by the association;

g) revenue from events and public fundraising;

h) any other income that contributes to increasing the assets in compliance with the provisions of this statute.

Art. 11. Public fundraising

In the case of public fundraising, the Association must draw up the appropriate report, which shows, clearly and precisely, the expenses incurred and the income.

Art. 12. Economic-financial statement

The financial year of the Association opens on January 1st and closes on December 31st of each year.

Every year the Board of Directors prepares the economic and financial accounting statement from which the income and expenses of the year must be clearly and precisely shown.

The statement must also show bequests and donations.

The accounting statement must be accompanied by a report accompanying the financial statements.

The statement and the report must be submitted to the Assembly for approval no later than four months after the end of the financial year.

The statement and the report must be deposited at the registered office in the fifteen days preceding the date set for their approval, available to all members.

The convening of the meeting and the resolutions are carried out in compliance with the provisions of this statute.

Art. 13. Dissolution

The dissolution of the association is decided by the assembly with the favorable vote of at least three quarters of the members.

In the event of dissolution, termination or extinction of the Association, the assets and assets remaining after the completion of the liquidation are donated to another association with similar or similar purposes or for public utility purposes, after consulting the control body referred to in art. Article 3, paragraph 190, of law 23 December 1996, n. 662.

Art.14. Completeness of the Statute

For anything not expressly provided for in this Statute, the provisions in force regarding non-profit associations and bodies will be applicable.