Statutes and Financial Report
BYLAWS “NEW HUMANITY” International Association
Art. 1 Name and Headquarters
New Humanity International Association is established with 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. Change of location within the same municipality may be approved by the Board of Directors
The Association is an “International Non Governmental Organization” (INGO)”.
The duration of the Association shall be perpetual.
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 draws its inspiration from the spirit of the Focolare Movement and it is committed to spreading, in every sphere of society, the idea of a united world, promoting, amongst its members and all those who may wish to participate in its actions, the spirit of universal fraternity, as proclaimed in the opening article of the Universal Declaration of Human Rights). In its pursuit of peace at all levels, it shall help to build relationships among individuals, peoples, ethnic groups, cultures and religions, based on mutual respect, on dialogue and on forms of active cooperation, within a vision of international political action conceived as social fraternity.
. 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 benefit of the fruits of human labour, in full respect of the law, and in accordance with criteria of justice. It shall promote, moreover, the communion of the planet’s resources, through use and husbandry designed to facilitate an equitable distribution amongst all peoples, and thus also to guarantee the well-being of future generations.
Fully conscious of the dignity and centrality of the individual in the sphere of social life, it shall act to promote the basic rights (civil, political, economic, social, cultural), acknowledging their universality, indivisibility and interdependence.
It shall promote science and the arts, and shall strive to foster those moral and spiritual values which unite cultures, ensuring their rich diversity is preserved. The Association shall engage itself in the defence of mankind’s shared inheritance, implementing any and all such actions compatible with its objectives.
It shall promote advances in knowledge in all disciplines, to contribute to the improvement of human life and of the natural and social environment.
It shall use public relations strategies to enable growth, openness and communion amongst individuals.
It shall highlight the role of the family as the first cell in society and as the expression of love between man and woman.
It shall be committed to train the younger generations to be builders of, and citizens in, a united world, by stressing the importance of their active engagement at all levels.
The Association is a non-profit organization.
Art. 3 Activities
In the pursuit of its objectives, the Association:
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 carrying-out of their operational activities;
b) shall collaborate nationally and internationally with other Non Governmental Organizations in the pursuit of common objectives;
c) shall implement schemes for education, training and for raising public awareness with particular regard to the involvement of young people and to their active participation by means of: meetings, courses, conferences, arts and sports events, or any other form of temporary or continuous meeting;
d) shall collaborate in, stage and promote activities of study, training and research in the main fields of the social and natural sciences;
e) shall publish brochures, magazines, books and shall use all other means of communication available;
f) shall promote and carry out, whether independently or in collaboration with other organizatons or specialist bodies, social and economic projects, for the prevention, management or resolution of conflicts, and for the promotion and respect of human rights.
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 private or public organizations, donations, endowments and bequests;
– any surplus operating funds, which shall be rechannelled towards institutional or connected objectives;
– proceeds of associated 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 natural or legal persons, public or private, corporations and associations, which shall abide by the Bylaws.
Application for membership shall be made to the Board of Directors whose decision thereon shall be final.
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 fulfilment 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 persons shall have the right to a single vote in the Assembly and shall participate in the activities of the Association through representatives who they have specifically nominated for the purpose.
The members shall have equal rights and responsibilities and shall participate, on an equal footing, in the activities of the Association. Temporary participation in the life of the association shall not be permitted.
The rights of members are recognised this Bylaws and, in particular, those of the active and passive electors.
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.
The General Assembly may approve, with a two-thirds majority vote of the members present, the expulsion of a member on serious grounds, after the person in question has received fair hearing.
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 Association Bodies
The Bodies of the Association are:
– the Assembly of Members;
– the Board of Directors;
– the President and the Vice President;
– the Board of Statutory Auditors.
Art. 9 Assembly of Members
Each member shall have the right to a vote and may represent by proxy up to five other members.
The General Assembly shall be presided over by the President of the Board of Directors, or by his replacement, as established in article number 11, or, in the event of the Vice President also being absent, by the most senior member 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; the members of the first Board of Directors shall be appointed upon the signing of the articles of association;
– shall appoint the officers and the President of the Board of Statutory Auditors; the officers of the first Board of Statutory Auditors shall be appointed upon the signing of the articles of association.
– shall establish the operational offices of the Association and decide a programme 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 dissolution and appointment and powers of the liquidators.
General Meetings, whether ordinary or extraordinary, are called by the President.
An ordinary General Assembly is called at least once a year before 30th April, to deliberate the balance sheet.
A General Assembly, moreover, is called as and when it is deemed necessary, or, at the request of the majority of the Board of Directors, or of at least one fifth of the members.
A General Assembly is called by means of a letter, fax, or e-mail which includes the order of the day, 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 concerns decisions which touch on 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 favour.
Any deliberation on the dissolution of the Association and the transferral of its assets requires a vote in favour 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 may be re-elected.
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, from amongst its own members, a President, who shall also be President of the Association and the Vice President, who shall replace him in the event of absence or breach of duty; the President and the Vice President, of the first Board of Directors, shall be appointed upon the signing of the articles of association;
– set the Association’s membership fees;
– arrange the programme 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;
– 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 those professional, legal, technical or other positions, to be entrusted to individuals or companies external to the Association;
– 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.
The meetings of the Board of Directors shall be called and presided over by the President or, in the event of absence or incapacity, by his replacement as stipulated in article 11, which follows. Board meetings shall be convened by letter, fax or e-mail, 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.
The decisions of the Board of Directors shall be adopted by absolute majority, with the presence of the majority of its officers; in the event of a tied vote, the vote of the President shall be the casting vote. Decisions shall be recorded in the minutes which shall be signed by both the President and the 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; replacement Board 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 of the Board of Directors.
Art. 12 Board of Statutory Auditors
The Board of Statutory Auditors shall be composed of three standing members and two substitutes, and may be external to the Association. The officers and the President of the Board of Auditors shall be appointed by the Assembly of the members, for a term of office of three years, upon the expiry of which they may be re-elected.
The Board shall report annually to the Assembly on the subject of the balance sheet.
Art. 13 The Unpaid Nature of the Posts
The duties of President, Vice President, Members of the Board of Directors and of the Board of Statutory Auditors shall be performed free of charge, save for the reimbursement of expenses incurred in the performance of said duties.
Art. 14 Regulation Concerning Reference to the Civil Code
Matters not expressly provided for in these Bylaws, shall be subject to the provisions of the Civil Code.
Art. 15 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 to other associations with similar objectives.