Statutes and Financial Report
NEW HUMANITY International Association ETS
(Grottaferrata, 16 November 2019)
Art. 1 Name and Headquarters.
New Humanity International Association ETS is established with its registered office in Grottaferrata (Rome-Italy). Other branches, offices and delegations may be established in Italy or abroad subject to the approval of the Assembly, which shall determine the location. Change of location within the same municipality may be approved by the Board of Directors
The Association is an “International Non Governmental Organization” (INGO)” pursuing civic and solidarity purposes, for social benefit, in conformity with Voluntary/Not-for-Profit Sector (Terzo Settore) norms (DLgsnr.117/2017).
The duration of the Association shall be perpetual.
The Association is not-for-profit.
Art. 2 Mission and Purpose.
The Association’s mission is to contribute to achieving unity in the human family, in full respect of the individual identities of each part thereof. It is an expression of the Focolare Movement in different fields of action, drawing inspiration from the spirit and values which animate it.
It is committed to spreading the idea and practice of a united world, in full appreciation of its variety of languages, cultures and religions, promoting in every sphere of society and at all levels, the spirit of universal fraternity as proclaimed in the opening article of the Universal Declaration of Human Rights.
It shall contribute to the pursuit of unity and peace at all levels, building relationships among individuals and institutions based on mutual respect, on interreligious and intercultural dialogue, on mutual understanding and on forms of active cooperation.
In pursuit of the Common Good, it shall contribute to political relationships based on esteem and mutual respect between social groups, between cities, between institutions at all levels, between states and peoples. It shall contribute to the growth of co-responsibility in local and international governance, and in areas of shared stewardship on a global level. It shall contribute to models of decision-making that are transparent, plural and relational, thereby to strengthen democracy for all peoples.
It shall work to further a vision of the economy and of development which facilitates the access of individuals and peoples to natural resources and to the fruits of human labor, in full respect of the law, and in accordance with the criteria of justice. It shall promote, moreover, the communion of the earth’s resources, through use and management designed to facilitate an equitable distribution amongst all peoples, and thus also to guarantee the well-being of present and future generations.
Fully conscious of the dignity and centrality of the individual in the sphere of social life, it shall act to promote basic human rights (civil, political, economic, social, cultural) and the rights of peoples, acknowledging their universality, indivisibility and interdependence.
It shall be committed, through international conferences, scientific communications and social networking, to promote respect for and safeguarding of the environment, acknowledging it as an inalienable common good of humanity, present and future, and working towards an integral ecology for sustainable development.
In respect for human life, it shall promote a medical anthropology which affords dignity and value to each person in his or her uniqueness and human condition, without any form of discrimination. It shall develop its social and cultural relational dimension.
It shall promote science and the arts in their various expressions, and shall strive to foster those moral and spiritual values which unite cultures, while appreciating their rich diversity.
The Association shall engage in defending humanity’s shared inheritance, implementing any and all such actions compatible with its objectives.
It shall promote such forms of urban-planning which enhance the integration of public and private life, of common and private goods, in a renewed sense of urban co-responsibility. It shall promote the right of every person to a decent home suited to the needs of the individual, family and community, identified as essential for the development of social, urban and environmental harmony.
It shall promote advances and interaction in knowledge according to various disciplines, highlighting common roots and objectives, to contribute to the improvement of human life and of the natural and social environment.
It shall promote spaces for meeting and for peace education, formation in the culture of fraternity, in reconciliation among enemies, in welcoming others, in the constant renewal of mutual relationships, forming thereby women and men capable of building bridges of dialogue between individuals, groups and peoples, between religions and cultures beyond all borders.
It shall utilize social communication strategies to enable growth, openness and communion among individuals, groups and peoples in mutual respect and co-responsibility in the use of media.
It shall highlight the role of the family as the first cell in society and as the expression of love between man and women, and considered as the “basic social group and natural environment for the development and wellbeing of all its members, in particular children” (Proclamation, United Nations International Day of the Family, 1994). It shall engage in exploring issues and resources related to the family, proposing solutions from a shared perspective among cultures, religions and social institutions.
It shall be committed to train the younger generations in global citizenship and as active builders and citizens of a united world. It shall furthermore be committed to encourage their proactive participation and to ensure suitable spaces and conditions to enable the contribution of their ideas and actions at all levels in the programs, activities and structures of the Association. There shall be a specific section thereof dedicated to them.
Art. 3 Activities of General Interest of the Association
The Association shall operate, exclusively or principally, through the following activities of general interest (refer to Article 5 d.lgs. n°117/2017 and subsequent modifications) in the form of voluntary action, or of not-for-profit provision of money, goods or services, or of mutuality, or of production or exchange of goods or services:
- It shall cooperate towards development (art.5 c.1- lettera n DL 117/2017);
- It shall promote a culture of legality, of peace among peoples, of non-violence and of alternative (unarmed) forms of defense (1- lettera v);
- It shall promote and protect human, civil and social rights (1- lettera w), including support for such actions carried out by national and international organizations;
- It shall organize or promote artistic, recreational, social interest and editorial activities to this same goal, it shall promote and spread the culture and practice of volunteering, particularly among the youth (1- lettera i);
- It shall promote extracurricular formation aimed at the prevention of pupil absenteeism, at achieving educational success, at the prevention of bullying and to tackle educational poverty (1- lettera l);
- It shall organize or promote activities of social, cultural and religious interest (1- lettera k);
- It shall promote interventions aimed at safeguarding the environment (1- lettera e);
- It shall foster activities promoting the humanitarian reception and social integration of migrants (1- lettera r);
- It shall promote activities of social interest with educational goals (1- lettera d).
In pursuit of its activities of general interest, the Association, including but not limited to the following:
- a) shall operate both nationally and internationally in cooperation with International Governmental Organizations, whether internationally or regionally based, or for geo-political areas and with States where it is present through its own members, offices or delegations. It shall also prepare documents, studies and other initiatives to further the pursuit of the goals of these Organizations, as well as the implementation of their operational activities;
- b) shall collaborate nationally and internationally with other Non Governmental Organizations and with formal and/or informal voluntary networks in the pursuit of common objectives;
- c) shall implement schemes for education, training and for raising public awareness, with particular regard to the involvement and active participation of young people and children, by means of: meetings, courses, conferences, arts and sports events, or any other form of temporary or regular ongoing gathering;
- d) shall collaborate in, stage and promote activities of study, advanced training and research in the major fields of social and natural sciences;
- e) shall promote and encourage growth, openness and fellowship among people through all available means of communication, including both the printed and online publication of brochures, magazines, books, articles and newsletters;
- f) shall promote and carry out, whether independently or in collaboration, as part of a network or in partnership agreement with other organizations or specialist bodies, above all with the Focolare Movement or bodies directly linked with it, projects and and programs consonant with its goals as stated in Article 2 of the present Bylaws, to favor and facilitate peace, a culture of fraternity, formation in dialogue and global citizenship, in respect of the human rights of individuals and peoples.
The Association may carry out activities not included in those of general interest, as long as they are instrumental to and do not override those of general interest.
Art. 4 Assets and funding.
The funds of the Association shall consist of:
– membership fees and donations from members;
– any subsidy or donation made by national and international agencies and institutions in support of the activities performed by the Association;
– any ex-gratia payments effected by private individuals or by private or public organizations, donations, endowments and bequests;
– public fund-raising, whether on a one-off or long-term basis;
– any surplus operating funds, which shall be rechanneled towards institutional or related objectives;
– proceeds of individual activities.
It shall be strictly forbidden to share out, whether directly or indirectly, surplus operating funds, other funds, reserves or assets during the life of the Association.
Art. 5 Membership of the Association
The members may be individual persons or legal entities, public or private, corporations and associations who and which shall abide by the Bylaws and behave in accordance with them, collaborating thereby towards achieving the Association’s goals.
Application for membership, supported by at least two existing members, shall be made to the Board of Directors, whose decision thereon shall be final upon verification of aforementioned requisites for membership and respecting principles of non-discrimination.
Art. 6 Rights and responsibilities of the Members.
Membership of the Association shall imply strict adherence to the Bylaws, to the decisions of the statutory bodies and, in general, to the fulfillment of all duties which derive from membership, including the payment of a membership fee set by the Board of Directors.
Those members who are legal entities shall have the right to a single vote in the Assembly and shall participate in the activities of the Association through representatives they have specifically nominated for the purpose.
Participation in the Assembly through electronic means of communication (audio-video) shall be considered valid, as long as unequivocal identification of the member is possible. Such a member may participate in real time in the live discussion of items on the agenda, in voting as required, and the right to vote shall be sustained according to valid norms. Both the President and the Secretary of the Assembly must be physically present in the same place.
The members shall have equal rights and responsibilities and shall participate on an equal basis in the activities of the Association.
The rights of the members are recognized in these Bylaws, and in particular the right to vote and stand for election.
The members shall have the right to examine company records held at Association Headquarters, on appointment and as arranged with the Board of Directors.
Membership fees are neither transferable nor reviewable.
Art. 7 Resignation and Expulsion from the Association.
The right to resign from the Association may be exercised at any time.
Resignation, expulsion or, in general, termination of membership of the Association shall in no case imply the refunding of fees paid or contributions made, which shall, accordingly, remain assets of the Association.
Art. 8 Bodies of the Association.
The Bodies of the Association are:
– the General Assembly of Members;
– the Board of Directors;
– the President and the Vice President;
– the Regulatory Body, mandatory on compliance with the conditions set out in Article 30 of the Codice del Terzo Settore (Not-for-Profit/Voluntary Sector Code);
– the Board of Statutory Auditors mandatory on compliance with the conditions set out in Article 31 of the Codice del Terzo Settore (Not-for-Profit/Voluntary Sector Code).
Art. 9 General Assembly of Members.
Each member shall have the right to a vote and may represent by proxy up to five other members. Postal votes may also be sent by fax, e-mail or other electronic means. Votes by proxy may only be entrusted to existing members.
The General Assembly shall be presided over by the President of the Board of Directors, or by her/his replacement, as established in Article n.11, or, in the event of the Vice President also being absent, by the most senior member in age of the Board of Directors.
The General Assembly of the members:
– shall decide on their number and shall appoint the officers of the Board of Directors;
– shall appoint the officers and the President of the Regulatory Body (as applicable);
– shall appoint, when applicable, the Board of Statutory Auditors;
– shall establish the operational offices of the Association and decide a program of activities;
– shall deliberate the balance sheet;
– shall deliberate amendments to the Bylaws;
– shall deliberate the responsibilities of the Board Members and any termination of the same;
– shall deliberate other matters concerning the running of the Association which may be submitted to the Board of Directors for examination.
– shall deliberate the establishment or closure of headquarters, offices and delegations in Italy and elsewhere;
– shall deliberate the dissolution and the appointment of powers of liquidators;
– shall deliberate other pertinent matters relating to the law, to the Articles of Incorporation or to the Bylaws.
General Meetings, whether ordinary or extraordinary, are convened by the President.
An ordinary General Assembly is convened at least once a year, before 30th April, to deliberate the balance sheet.
A General Assembly, moreover, is convened as and when it is deemed necessary, or at the request of a majority of the Board of Directors, or of at least one fifth of the members.
A General Assembly is convened by means of a letter, e-mail or other electronic method, which contains the agenda, and which shall be sent with at least twenty days’ notice.
A General Assembly is also valid without being formally convened where it is plenary, all members being in attendance.
The decisions of the Ordinary General Assembly are taken, on first convening, by majority vote, where the presence of at least half of the members shall constitute a quorum; failing a quorum, the Assembly shall be reconvened and a decision is valid regardless of the number of members present. As regards decisions concerning their own responsibilities, the Board Members do not have the right to vote.
Any amendment to the Articles of Association and to the Bylaws requires the presence of at least two-thirds of the members, as well as a majority vote in favor.
Any deliberation on the dissolution of the Association and the transferral of its assets requires a vote in favor from at least three-quarters of the members.
The decisions of the Assembly shall be recorded in a specific report signed by the President and by the Secretary; the duties of the Secretary may be performed by a notary, or alternatively, by a member chosen by the President.
Art. 10 Board of Directors.
The Board of Directors shall be composed of a minimum of five members elected by the members.
The officers of the Board of Directors shall remain in office for a term of three years, after which they can be re-elected for a maximum of four consecutive or non-consecutive terms.
The Board of Directors has the authority to perform any and all actions necessary for the implementation of the Bylaws and of the decisions of the Assembly, to manage the running of the Association, to perform any other operation directly or indirectly necessary to the achievement of the goals of the Association, except where, as stipulated by the terms of the Bylaws and by the laws in force, this is reserved to other bodies.
In particular, the Board of Directors shall make provision to:
– elect, among its own members, a President who shall also be President of the Association and the Vice President who shall replace him or her in the event of absence or breach of duty;
– set the Association’s membership fees;
– draw up and approve internal guidelines where necessary (to regulate the running of the Association and determine modalities of collaboration with external organizations and groups);
– arrange the program of activities;
– draw up the balance sheet by 31st December of each year, to submit for the approval of the Assembly by 30th April following; draw up the social responsibility report and complete all other specific requirements of the Voluntary/Not-for-Profit Sector (Terzo Settore), as requested;
– engage staff and set their remuneration, or else contract out to specialist individuals or providers, those services necessary to the activities undertaken by the Association;
– decide on those professional, legal, technical or other positions to be entrusted to individuals or companies external to the Association;
– decide on the exclusion of members who, without due cause, fail to participate in person, by proxy or by electronic means, in at least three consecutive Assemblies. It can, furthermore, decide by unanimous vote in favor by all members of the Board of Directors, to expel a member for serious cause, after listening to the person concerned or the representative of the entity concerned.
– assign specific duties and powers to the President, to the Vice President, and, where necessary, to other members of the Board, setting their limits. It may confer special powers to third parties for specific duties.
– appoint the heads and assistant heads, not necessarily from among existing members, for the Association’s headquarters, offices, its national and external delegations approved by the Assembly. It shall define roles. It shall, with the input of the appointees, agree on the economic management and the national/international action programs, and provide adequate supervision.
– appoint, in consultation with the President of the Focolare Movement, an Advisory Committee to offer proposals and strategies to ensure that the Association’s activities express the sprit and values animating the Focolare Movement.
The Board of Directors can, furthermore, opt to refer to a Scientific Committee of experts and academics in matters central to its activity.
The meeting of the Board of Directors shall be convened and presided over by the President, or in the event of absence or incapacity, by her/his replacement as stipulated in Article 11 which follows. Board meetings shall be convened by letter, e-mail or other electronic means, sent no less than five days previously, or else by telephone at least twenty-four hours in advance.
The Board of Directors shall meet on being convened by the President, and also on any occasion when a Board meeting is requested by at least two Board Members.
Participation in the meeting of the Board of Directors through electronic means of communication (audio-video) shall be considered valid, as long as unequivocal identification of the Board Member is possible. Such a member may participate in real time in the live discussion of items on the agenda, in voting as required and the right to vote shall be sustained according to valid norms.
The presence of a majority (at least 50% +1) of current Board Members shall constitute a quorum. Decisions shall be taken by an absolute majority vote. In the event of a tie, the President shall have the casting vote. Decisions shall be noted in the minutes of the meeting signed by the President and Secretary.
If in the course of the Board’s mandate one or more Members are unable to continue in the performance of their duties, the other Members shall make provision to replace them by cooption; the replacement Members thus appointed shall remain in office until the following Assembly.
Should a majority of the Board Members, for whatever reason, be unable to continue in the performance of their duties, the Board in its entirety shall be considered lapsed.
Art. 11 President and Vice President of the Association.
The President of the Board of Directors is also the President of the Association.
The President and Vice President, separately, shall be responsible for legal representation of the Association; upon these officers powers of ordinary and extraordinary management shall be conferred, within the limits of their remit, which shall be decided by the Board of Directors.
In the event of absence or incapacity, the role of President of the Association shall be assumed by the Vice President, or else, in the event of the absence or incapacity of the latter, by the most senior member in age of the Board of Directors.
The President, with the consensus of the Board of Directors, can invite interested persons to attend and/or participate without the right to vote in the meetings of the Board of Directors and/or the General Assembly.
Art. 12 The Regulatory Body: composition, term of office and function.
The Regulatory Body, as and when appointed, shall comprise three members, not necessarily belonging to the Association, to be elected by the General Assembly,.
The officers of the Regulatory Body shall remain in office for a term of three years, after which they can be re-elected for a maximum of four consecutive or non-consecutive terms.
Minutes shall be taken at meetings of the Regulatory Body, which shall be recorded in its book of minutes and resolutions, to be kept at the headquarters of the Association.
In the event that one or more members of the Regulatory Body resigns or leaves for other reasons before the completion of their term in office, substitutions shall be elected by the General Assembly.
The members of the Regulatory Body, in accordance with Article 2399 of the Civil Code, must be independent and able to exercise their role objectively and impartially. They are not permitted to assume other positions within the Association.
Art. 13 Duties of the Regulatory Body.
The role of the Regulatory Body is to:
- a) monitor compliance with the law and Association Bylaws, and with the rules of correct administration;
- b) monitor the adequacy of the Association’s organizational, administrative and accounting structure and its operational efficiency;
- c) carry out financial scrutiny;
- d) conduct monitoring processes to verify compliance with the civic, social and solidarity purposes of the Association, with particular reference to conformity with Articles 5, 6, 7 and 8 of the Codice del Terzo Settore (Not-for-Profit/Voluntary Sector Code);
- e) ensure that the social report, where applicable, conforms to the ministerial guidelines indicated in Article 14 of the aforementioned Code. The social report shall, where applicable, correlate with the findings of such monitoring;
- f) participate without the right to vote, in meetings of the Board of Directors and the General Assembly, to present the financial statements for the year.
In such circumstances as foreseen in Article 31, c.1 of the Codice del Terzo Settore, the Regulatory Body shall audit the accounts.
The Regulatory Body shall have right of access to such documentation of the Association relevant to the exercise of its duty. At any moment it may conduct inspections and checks, in pursuance of which it may request progress reports from members of the Board on social programs or specific issues.
Art. 14 The Board of Statutory Auditors.
The Board of Statutory Auditors, when appointed, shall be formed by a single member, elected by the General Assembly, not necessarily from among the members. The constituent member of the Board of Statutory Auditors must be registered on the Register of Statutory Auditors.
The Board of Statutory Auditors shall remain in office for a term of three years, after which the constituent member can be re-elected for a maximum of four consecutive or non-consecutive terms.
The Board of Statutory Auditors is responsible for carrying out the statutory audit.
Minutes shall be taken at meetings of the Board of Statutory Auditors, which shall be recorded in its book of minutes and resolutions, to be kept at the headquarters of the Association.
In the event that the constituent member of the Board of Statutory Auditors resigns or leaves for other reasons before the completion of his/her term in office, a substitute shall be elected by the General Assembly.
The constituent member of the Board of Statutory Auditors must be independent and able to exercise the role objectively and impartially. They are not permitted to assume other positions within the Association.
Art. 15 Voluntary nature of the posts.
All posts shall be carried out on a voluntary (unpaid) basis, save for reimbursement of expenses incurred in the performance of said duties.
Art. 16 Dissolution of the Association.
The Extraordinary General Assembly shall approve the dissolution of the Association with the majority established in Article 9, it shall appoint the liquidators and shall arrange for the transferral of assets which must be transferred, following approval by the Department according to Article 45 c.1 of the Codice del Terzo Settore and barring any other destination imposed by law, to other voluntary/not-for-profit organizations, or failing such, to the Fondazione Italia Sociale, in accordance with Article 9 of the Codice del Terzo Settore.
Residual assets following liquidation shall be transferred to one or more voluntary/not-for-profit organizations, preferably those with whom the Association has forged solid and productive partnerships, including organizations of European Union member nations who enjoy similar recognition by their own governments.
Art. 17 Regulation concerning Reference to the Civil Code.
Matters not expressly provided for in these Bylaws shall be subject to the provisions of the Codice del Terzo Settore and rules governing implementation of the same, as well as the Civil Code and relevant implementation measures.
[English translation from Italian last updated 6 July 2020]