Associazione Soomaaliya ONLUS

Charter

1. COSTITUTION

The association denominated ‘Soomaaliya - Onlus’ with headquarters in Torino, Via dei Mille, 23 is constituted in accordance with articles 36 - 42 of the civil code and in compliance with the law no. 266 of august 11, 1991.

2. GOALS

The association is a non profit, apolitical and non-denominational association which proposes to pursue its aims and purposes primarily through the voluntary, gratuitous personal services of its own members. The association shall operate in both a national and international context with the purpose of assisting the disadvantaged populations of developing countries, with particular regard toward Somalia, through cooperation in art, culture, protection of the environment and of nature, health services and medical care, instruction and development. The association has the aim of utilizing as a concrete model for intervention in Somali territory, the creation and subsequent support of local communities organized for the expressed purpose of achieving alimentary self-sufficiency, scholarization, and health assistance in addition to promoting such values as social harmony, social solidarity, tolerance and ‘transversal’ or interactive relationships between members of different clans. Furthermore, the association proposes to promote and vigorously sustain the return in Somalia of those who wish so after many years of exile and require specific and reliable points of reference, by creating the necessary conditions for a counter-exodus on the part of those individuals who desire to operate actively and concretely for the reconstruction of the country, its economy, its social structure, and for a peaceful culture based on social solidarity.

3. ACTIVITIES

The association, in accordance with the general indications of the laws regarding “cooperation with the developing countries”, has the aim of the implementing, in a national and international context in the form and manner and with the content to be determined from time to time, the following activities:

To write and implement projects geared toward international cooperation in partnership with governments, entities, companies, associations and non-governmental organizations
To organize the collection of funds and equipment for Somalia
To provide humanitarian aid, with particular attention to the areas of health and assistance for the needy, to promote the improvement of living conditions and facilitate, where necessary, access to structures for assistance in developed countries
To promote cooperation and twinship between Somali cities and those of other countries to pursue cultural and economic development
To organize trips and visits, for vocational training for experts in health and medical care, nursing and administration, economists, agronomists, vocational instructors, technicians, personnel specialized in social work and health services, psychology economics and in professional training and refresher courses
The formation and sending of technical personnel in the field of cooperation programs. The setting up of local structures in developing countries
Institution of scholastic courses for professional training. The organization of general training courses funded by the European social fund
The promotion or implementation of experimental programs, investigations, surveys, studies, research study groups, documentation centers made available to members or for social objectives, including the documentation of studies research and intervention in the problems of the physical environment and human settlements in the developing countries
To carry out activities for documentation and information at every level, starting with Italian cities, provinces and regions, regarding the problems of the third world and of international development
To stipulate conventions with subjects, societies, public and private entities for the management of courses and seminars and the provision of services in the area of their institutional competence and objectives
To favor the founding of new groups and entities with similar aims, even in individual sectors, and to favor their activities and membership in the association
The promotion and preparation of printed matter and the publication of guidebooks, books, texts and generic publications, periodicals, news bulletins, investigations, research and bibliographical studies, including the use of internet
The collection, coordination and diffusion of information through the establishment of a documentation center specialized in the horn of Africa
Reciprocal cultural exchange initiatives between the above-cited local entities and the African world
Support for scholastic training with courses, seminars and other activities of documentation, regarding the problems of world solidarity
The preparation, implementation and publication of studies and research for the promotion of encounters, conventions, seminars, public events, entertainment, cinematic and audiovisual projection and reviews, art and art and crafts exhibits, rips and whatever deemed necessary to attain the social objectives of the association
The establishment of collaboration with other national and international organizations with the same objectives for a reciprocal exchange of their respective experiences and to favor the connection between them
To adhere, including with designated representatives, to organizations, entities, institutions, national and international foundations which pursue similar or complementary aims
To offer consultation to entities and organizations in the field of cooperation with similar centers and organizations in Italy and abroad and contacts with correspondents and Italian and foreign collaborators
To pursue editorial activities and distribute periodical publications and libraries
To sustain and implement projects regarding 'adoption at distance'

The association may collaborate with or join any public or private, local, national or international entity and collaborate with organizations, movements and association which it retains useful and may join and hold national membership cards as an association.

The association may receive contributions and subsidies of whatever nature from local, national and international and private entities, and offer assistance and consultation.

4. MEMBERSHIP

The members of the association shall be distinguished between founders and supporters.

Founding members are those members who participated in the founding of the association;

Supporting members are those members committed to respecting the statute and its internal regulations, who agree to participate actively in the association and who are accepted by the board of arbitrators if nominated or by the executive council.

All members shall have the right to use the association’s equipment, to participate in all the activities of the association and in the assemblies with the right to vote, on condition that the annual membership dues have been paid in full.

The members, whether founders or supporters, are obligated to pay annual membership dues under the terms to be determined by the executive council within the first trimester of activity. Such payment is to be renewed annually. Membership in the association has no other financial obligations except as stated above, although members may make other financial contributions at their own discretion.

The membership quota is non-transferable and non refundable and not subject to revaluation, whether due to dismissal, withdrawal, death or exclusion of the member or due to the dissolution of the association. Deposit of the sum does not authorize participation and specifically does not represent currency transferable to third parties, neither due to agreements between living parties nor due to individual or universal succession. Requests for membership must be submitted to the council of arbitrators if nominated, or to the executive council, which shall determine, with reasonable judgment, whether to accept the request. Requests for membership by a legal person, by entities or associations, must be signed by the respective legal representative and must contain the designation of a delegate within the same association. All members have a right to vote in the assembly, if the annual membership dues are paid up. Legal persons and associations must always be represented by the representative named at the time of subscription.

5. LOSS OF MEMBERSHIP

A member may withdraw from the association by means of a letter written to the council of arbitrators, if nominated or to the executive council.

Membership may be lost:

By exclusion, after deliberation by the council of arbitrators, if nominated, or by the executive council, if the member is considered to have damaged the interests of the Association through prejudicial or compromising actions which impede the regular functioning of the association and/or its image or reputation, or neglects duties and responsibilities accepted within the confines of membership in the association. Violates the dictates of the constitution, of the present statute, the regulations, or fails to pay the membership dues within the stated deadlines and in the case of non fulfillment of the obligations imposed by the decisions of the assembly. Expulsion from the association can be decided by a two thirds vote of by the council of arbitrators, if nominated, or by the executive council;
By the death of the member effective on the date of decease
The terminated or excluded member must continue to fulfill all obligations assumed, until the decision for exclusion is effective and must inform the association, all its members and all third parties of any and all legal relationships instituted as a member of the association;
The loss of membership results in the automatic termination of any position held within the association or externally designated or delegated by the association.

Upon termination of membership for whatever reason, neither the individual member nor heirs have any claim to reimbursement of the annual quota deposited nor to any payment deriving from the assets of the association.

6. ORGANIZATIONAL STRUCTURE

The social bodies are:

the Assembly
the Executive Council
the Chairperson
the Vice Chairperson
the Board of Auditors, if nominated by the assembly
the Council of Arbitrators, if nominated by the assembly

7. THE ASSEMBLY

The assembly is composed of all members of the association. All members who have paid their annual dues have a right to participate in the assembly. Though proxies are permitted, no member is allowed to represent more than three proxies. The Assembly is presided over by the Chairperson of the executive council or in the absence of same by the oldest member of the executive council. The secretary is nominated by the chairperson of the assembly.

8. CALLING OF THE ASSEMBLY

The assembly shall called by the chairperson. The assembly must be called:

At least once a year for approval of the budget and within four months before end of the fiscal year;
Upon request by at least a third of the voting members or by request of the majority of the executive council and whenever deemed necessary by the chairperson;

The decisions of the assembly are binding for all members, whether absent or dissenting.

9. ORDINARY ASSEMBLY

The assembly is valid upon the first call when more than one half of the voting members are present and in the second call regardless of the number present. The ordinary assembly:

Approves the budget and the financial report;
Debates and approves the activities;
Nominates the members of the Executive Council and defines possible fees;
Can nominate the Board of Auditors and defines possible fees;
Define the replacement of members of the Executive Council in case of resignation, decadence or death;

The decisions are valid in case of positive vote by the majority of attendants with right of vote.

10. EXTRAORDINARY ASSEMBLY

The extraordinary assembly is valid upon first call if more then one half of the voting members are present, upon second call regardless of the number present.

The extraordinary assembly shall decide upon:

Modifications in the statute, with a favorable vote of the majority of eligible voters;
The dissolving or the liquidation of the association with a favorable vote of at least three fourths of the founding and sustaining members eligible to vote.

11. THE EXECUTIVE COUNCIL

The Executive Council is the governing body of the organization. It consists of three to five councilors elected by the ordinary assembly. The Assembly which nominates them shall determine the number of councilors therein for the term of office. The Executive Council remains in office for five years and its members are re-elected.

If the assembly has not done so, the Executive Council elects, among its members, by absolute majority vote, the Chairperson, the vice Chairperson and the Treasurer.

In case of death, resignation or exclusion of a Councilor before the end of the mandate, the Executive Council will provide for substitution of same. These councilors shall remain in charge until the following ordinary assembly which shall elect the councilors to remain in charge until expiry of the duties of the expired councilors.

In case of expiration of more than one half of the councilors, the assembly shall elect a new council.

The executive council shall supervise the activities of the association, carry out the mandates and the decisions of the assembly and shall be invested with full powers for the ordinary and extraordinary management of the association except for those aspects delegated by law to the assembly. The councilors may receive a maximum compensation not exceeding that decreed by the regulations in force, and additionally, to reimbursement of documented expenses sustained for official purposes. The executive council is responsible toward the assembly for operational management, and shall carry out the following activities:

To supervise the implementation of the assembly’s decisions;
To designate eventual collaborators among members and non-members for social activities;
To prepare the financial statement or balance sheet which shall show the property, contributions and legacies received;
To control the management of the association, being totally invested with the mandates for ordinary and extraordinary administration providing for the collection of contributions, the payment of debts contracted and the collection of debts;
To write the regulations for the association’s activities, or additional regulations for individual sectors of activity;
To determine the compensation, if deemed appropriate, for the components of the collegial organs;
To determine the annual social quotas for ordinary members, physical and juridical persons;
To institute a secretariat and other eventual technical structures, working groups and research groups, scientific and consulting committees;
To determine the hiring and dismissal of staff and collaborators of the association, fixing their relative duties and wages;
To institute secondary headquarters, branches and representation;
It may nominate territorial delegates according to the modalities of art. 1 of the present document;
It may constitute technical committees on the basis of the subsequent art. 18, in which members or non member specialists may participate, for the purpose of defining and implementation of programs and projects; it may name the coordinators and establish the areas of action and type of intervention;
To determine the operative and organizational structure;
To deliberate the admission or exclusion of members, if the board of arbitrators is not nominated.

The Executive Council is called by the Chairperson on the initiative of same or by request of at least one half of the council plus one member. To be considered valid, a decision must be made when a majority of council members are present and a decision must obtain the majority vote of the members present. In the case of a draw, the Chairperson has the casting vote; the vote cannot be delegated to others.

12. THE CHAIRPERSON

The Chairperson shall be elected by a two thirds majority vote of the Assembly and shall answer to the assembly for his/her actions. The Chairperson’s term of office shall be for five years and he/she is re-elected. The Chairperson cannot hold other positions within the association during term of office. The Chairperson is the legal representative of the association before third parties and in legal proceedings; is responsible for the realization of the assemblies decisions; superintends all the association’s activities; convokes and Chairs over the executive council, and is the guarantor of its actions before the assembly. The Chairperson may delegate to the Vice President or to another member of the executive council all or part of his/her powers. The Chairperson may stipulate contracts and conventions, sign correspondence which binds the association, and may convoke the assembly of members whenever the prerequisites exist or at his/her own initiative. He/she is authorized to collect, from public or private administrations, payments of any nature and for whatever purpose, by issuing a receipt for payment, to manage the association’s relationship with banks, credit institutes without previous authorization of the executive council, to which he/she shall refer to at the first meeting, to carry out general coordinating activities. In the case of absence or any other impediment, the Chairperson’s functions shall be carried out by the vice Chairperson.

13. THE VICE CHAIRPERSON

The Vice President remains in office for five years and is eligible re-election. He/she shall direct and coordinate the activities of the association by implementing, according to the President’s instructions, the decisions of the assembly and the executive council. In particular, he/she substitutes the Chairperson when the latter is unable to carry out his/her duties.

14. THE TREASURER

The treasurer is responsible for the collection of funds and for the payment of expenses and generally, for every operation regarding the increase or decrease of the association’s assets; oversees the account books and all related documents regarding those duties, entrusted to him/her by the Chairperson; Is responsible for the minutes of the assembly and those of the executive council. Meetings.

15. THE BOARD OF AUDITORS

The assembly may nominate a board of auditors. The board shall be composed of three effective members and two substitutes, including non members, elected by the assembly. The assembly shall choose the Chairperson among the effective members. The auditors shall remain in office for five years and may be re-elected. The board of auditors shall be responsible for the administration of the association, the observance of the laws and of the statute; attends the meetings of the assembly and the executive council, confirms the keeping of the accounts and certifies the compatibility of the final financial statement with the written records.

16. THE COUNCIL OF ARBITRATION

The assembly may nominate the Council of Arbitration. The council is composed of three effective members and two substitutes, who may be non members, elected by the assembly. The assembly shall choose the Chairperson among the effective members. The arbitrators shall remain in office for five years and may be re-elected. The council of arbitration shall control the observance of the law and of the statute, decide on the admission or the exclusion of members, attend the meetings of the assembly and the executive council.

17. TERRITORIAL DELEGATES

The Executive Council can nominate territorial delegates, determining the number according to necessity, conferring their duties and responsibilities and establishing eventual remuneration. The territorial delegates, by delegation of the executive council or the Chairperson may have relationships with banks and credit institutions, stipulate conventions with companies and private or public entities. They may be summoned by the executive council or by the Chairperson whenever deemed necessary.

18. THE TECHNICAL PROJECT COMMITTEES

Technical project committees are established by the executive council and may be composed of members and non members and are nominated by the executive council upon request of the coordinator of a committee. The individual committees are guided by a coordinator nominated by the executive council and the technical committees act according to decisions of the executive council which establishes them and defines the area of operation and their operating guidelines. The components of the committee hold office until the expiration of their term which may come about through resignation, removal, permanent impediments, death, incompetence or at the request of a majority of the members of the committee itself. In the case of termination of the coordinator the activity of the committee shall be suspended until a new coordinator is nominated by the executive council. The committee shall be called by the coordinator or the Chairperson according to necessity or whenever at least four members make the request, and complies with the following duties:

Formulates proposals for the implementation of the project entrusted to the committee itself by the Executive Council elaborating a business plan and subdividing the project, if necessary, into micro projects, studying the viability and the compatibility with other projects of the same committee or of other committees;
Seeks financial resources that allow the implementation;
Takes preliminary contact with suppliers, volunteers, technicians and whoever else is necessary for the implementation of the project itself.;
Seeks external resources for the implementation of the project;
Follows the practical carry up of the project;

All of the above shall be subordinated to the approval of the executive council. However, in no case shall the committees, as individuals or the coordinators, commit the association even partially.

19. THE TECNICAL-PROJECT COMMITTEE COORDINATOR

The Coordinator of a Committee shall be nominated by the executive council and shall act according to the decisions of the council. The termination of the position may come about through retirement, resignation, permanent disability, death, incompetence or by request of the majority of the members of the committee and the majority of the executive council. In case of the termination of the coordinator, the activity of the committee shall be suspended until the nomination of a new coordinator on the part of the executive council. The coordinator is the reference point for the committee and the promoter of the activities of the committee. His/her main task is the coordination of the activities of the committee in their entirety, favoring at the same time, the contribution of the individual members. The coordinator shall propose the nominations of members of the committee to the executive council. The coordinator calls the committee according to necessity; shall have the right to participate in the board of coordinators.

20. THE BOARD OF COORDINATORS

The board of coordinators is made of coordinators of the various technical project committees that meet at the request of the Chairperson of the association or of the coordinators themselves. The meetings have the purpose of informing all the coordinators regarding the work of the other committees, of establishing priorities and coordinating the various activities. It shall be the right of the Chairperson to chair over the board of coordinators.

21. ASSETS

The assets of the Association shall consist of:

Movable and immovable property acquired;
Membership fees;
Grants and subsidies received from members, international organizations, governments, and public and private institutions for the realization of objectives related to the goals of the Association;
Income from social activities;
Donations or bequests movable or immovable property by entities or individuals, by reimbursements from conventions, from investment income;
Any other income permitted by law and approved by the Association;
The assets of any form must be used exclusively for the purposes and activities provided by the Statute.

It 's done prohibition distribute, even indirectly, profits or surpluses, funds, reserves or capital during the life of the Association, unless the use or distribution required by law. The assets of the association in whatever form, must be exclusively destined to the aims and activities indicated in the statute. The distribution, directly or indirectly, of any surplus, funds reserves or capital gains is prohibited during the life of the association, unless such distribution or destination be imposed by law.

22. FINANCIAL REPORT

The social and financial year shall begin on January the first and conclude on December 31st, with the presentation of the financial report, prepared by the Executive Council, undersigned by the Chairperson and subject to the approval of the assembly. The reports approved by the assembly shall be deposited at the head office, the members may consult them and request copies. In the case of particular needs, the ordinary assembly for the approval of the financial report may be called within an extended period of six months.

23. TERMINATION-DISSOLUTION

The extraordinary assembly may decide to dissolve the association by a two-thirds majority vote when three fourths of the eligible voters are present. In case of dissolution, the assembly shall nominate one or more official receivers and determine the method for the settlement of accounts and transfer of the social assets. Transfer of the assets of the association is compulsory in case of dissolution for whatever cause to other associations with similar goals or for socially useful purposes, except in the case of other dispositions imposed by law.

24. CONTROVERSIES-DISPUTES

Any and all disputes resulting among members or between members and the association or between its structures, related to the interpretation and implementation of the present statute, shall be resolved by the board of arbitrators, acting as an arbitration board, which will judge pro bono et aequo and without formality. Its judgment shall be considered irrevocable and without appeal.

25. FINAL DISPOSITIONS

Any matter unspecified in the statute shall be referred to the laws in force at present.