Representatives & Statute

Consiglio Direttivo

President
Luca Faini
Vice President/Secretary
Filippo Spadi
Board of Directors
Michele Vernieri – Noferini Manuel – Francini Vittorio – Vannini Fabrizio – Daniele Rossi
  • Legal form of the organization: Unrecognized association established on 28/2/2006 with registered private agreement.
  • Registered at Regional Tuscan Register of non-profit organizations Number no. prot. oper 1 of 04/06/2006 Date 02/28/2006.
  • Registered at Regional Register of Social Promotion Associations with Managerial Act No. 2856 of 11/07/2012.
  • Registered in the list of Historical Reconstruction and Reenactment Associations and Events of the Tuscany Region (l.r. 5/2012).

Statute

Approved October 16, 2020.

The non-political non-profit association called "Gotica Toscana APS" is established, hereinafter simply called the Association, which carries out its activities pursuant to the civil code and Legislative Decree 117/2017 (third sector code) and its subsequent amendments.

  1. The Association is based in Scarperia. The transfer of the headquarters does not require the modification of this Statute.
  2. The duration of the Association is unlimited and may be dissolved by resolution of the Extraordinary Assembly of members.
  1. The Association is non-profit and pursues civic, solidarity and socially useful purposes, by carrying out one or more of the following activities of general interest referred to in art. for members, family members and third parties. 5 of the Third Sector Code, making prevalent use of the voluntary activity of its members or of people belonging to the associated bodies: (a) Interventions for the protection and enhancement of the cultural heritage and landscape, pursuant to the legislative decree of 22 January 2004 , n. 42, and subsequent amendments; (b) Organization and management of cultural, artistic or recreational activities of particular social interest, including activities, including editorial, to promote and disseminate the culture and practice of volunteering and the activities of general interest referred to in this article; (c) Organization and management of tourist activities of social, cultural or religious interest; (d) Promotion of the culture of legality, peace between peoples, non-violence and unarmed defence.
  2. In particular, the association pursues the following objectives:
    (a) Research, protection, promotion and valorisation of sites and artefacts of artistic and historical interest present in the area dating back to the period of interest, as well as, where possible, being able to benefit from them through restoration, conservation and educational, tourist and cultural use .
    (b) Conservation of Historical Memory inherent to the events of the last world conflict but not necessarily limited to it, in the world, in Italy and particularly in Tuscany and Emilia Romagna.
    (c) Historical-documentary research activities through texts, documents, maps, photographs, manuscripts and more generally documentation relating to the period of interest.
    (d) Collection of testimonies through interviews, videos and anything that may support the collection itself.
    (e) Archive research relating to the official documents of the various armies and formations involved on the national territory and in the countries of origin.
    (f) Editing, preparation and publication of texts, articles, reviews and in general written production on any medium of the contents of the research for public dissemination and/or for specific recipients.
    (g) Editing, preparation and publication of technical texts (uniformological, collecting, notional).
    (h) Organisation, preparation and support of thematic exhibitions and exhibitions, including those transversal to the topic, with permanent museum purposes.
    (i) Organisation, preparation and support of static and dynamic, itinerant and fixed events generally relating to the historical period of reference.
    (j) Organisation, preparation and support of exhibitions and exchange of collectibles, accessories for historic military and civil vehicles and parts thereof.
    (k) Organization of initiatives, conferences, exhibitions, courses, cultural activities in schools, scholastic and extra-scholastic educational projects, producing audiovisual and multimedia tools, or anything useful to encourage technical in-depth study or disseminate knowledge to a wider audience wide audience of all topics relating to the aims of the association;
    (l) Obtain financing and contributions for the purposes referred to in the previous points, also through participation in public and private tenders;
    (m) Develop, independently or in collaboration with public bodies and private bodies, studies and research, feasibility plans, route projects or other structures and measures useful for achieving the purposes referred to in the previous points;
    (n) Cooperate with all bodies, associations and private individuals who operate for similar purposes to those referred to in the previous points.
  3. The association can exercise, in accordance with Art. 6 of the Third Sector Code, activities other than those of general interest, secondary and instrumental to the latter, according to criteria and limits defined with a specific ministerial decree. Their identification will subsequently be made by the Board of Directors.
  4. The association can exercise, in accordance with art. 7 of the Third Sector Code, also fundraising activities - through requests to third parties for donations, bequests and non-reciprocal contributions - in order to finance its activities of general interest and in compliance with the principles of truth, transparency and correctness in relations with supporters and the public.
  5. The Association collaborates with other similar associations that pursue similar objectives, both nationally and internationally.
  1. The assets of the Association are made up of movable and immovable assets that come to the Association for any reason, from donations or contributions from public and private bodies or natural persons, from net operating surpluses.
  2. To carry out its tasks, the Association has the following income:
    (a) Of the contributions of the original founders, of the further contributions made by said founders and of those made by all those who join the Association;
    (b) Income from his estate;
    (c) The income achieved in carrying out the various activities referred to in the art. 6 and 7 of the third sector code.
  3. The Board of Directors annually establishes the amount of the membership fee which must be paid by March 31st of each year.

4. The membership fee cannot be re-evaluated or repeatable under any circumstances, and therefore not even in the event of dissolution of the Association nor in the event of death, extinction, withdrawal or exclusion from the Association.

  1. Members of the Association are all those who adhere, in the manner expressed in paragraph 3, to this statute and wish to participate in the activities of the association.
  2. Membership in the Association is for an indefinite period and cannot be arranged for a temporary period, without prejudice in any case to the right of withdrawal.
  3. Anyone who intends to join the Association must make an express request to the Board of Directors containing the declaration that they share the aims that the Association aims to achieve and the commitment to accept and observe its Statute and Regulations.
  4. The Board of Directors must deal with applications for admission within sixty days of receiving them, accepting the application by communicating it to the interested party and noting it in the membership register or, with appropriate justification, rejecting it or deferring the deadline for a further sixty days. The interested party not admitted can appeal within 60 days to the assembly which decides in the first available session.
  5. Anyone who joins the Association can at any time notify their wish to withdraw from the list of participants in the Association itself, such withdrawal (unless it is a justified just cause, in which case the withdrawal has immediate effect) is effective from the beginning of the second month following the month in which the Board of Directors receives notification of the intention to withdraw.
  6. In the event of non-compliance with payment obligations or other serious reasons, anyone participating in the Association may be excluded by resolution of the Board of Directors. The exclusion takes effect from the thirtieth day following notification of the exclusion provision, which must contain the reasons for which the exclusion was decided. The excluded party may appeal to the assembly within the terms set out in paragraph 4 of this article.
  7. Members have the right to:
    (a) Examine the company books;
    (b) Be informed about the association's activities and monitor their progress;
    (c) Visit the association's premises;
    (d) Participate in all initiatives and events promoted by the association;
    (e) Contribute to the preparation and approve the activity program;
    (f) Be reimbursed for expenses actually incurred and documented;
    (g) Take note of the agenda of the meetings, examine the financial statements and consult the association books.
  8. Members have the obligation to:
    (a) Respect this Statute and any internal Regulations;
    (b) Carry out one's activities towards others in a personal, spontaneous and free way, without profit, even indirectly;
    (c) Pay the membership fee according to the amount, payment methods and terms established annually by the Assembly.
  1. The bodies of the Association are:
    (a) The Assembly of Members of the Association;
    (b) The Board of Directors, made up of:
    - President
    – The Vice President
    – The Secretary – Treasurer
    – The Councillors
  2. The positions of President, Vice President, Secretary and Councilors last three years and are re-electable.
  1. The Assemblies are ordinary and extraordinary, are made up of all Members who are up to date with the payment of the membership fee and are the sovereign body of the Association itself.
  2. The Assembly meets at least once a year to approve the economic and financial statement and to plan future activity. It also:
    (a) Outlines the general directions of the Association's activity;
    (b) Approves the Regulations that govern the conduct of the Association's activities, including any assembly regulations;
    (c) Decide on the possible allocation of operating profits however denominated, as well as funds, reserves or capital during the life of the Association itself, if this is permitted by law and this Statute;
    (d) Deliberates the dissolution and liquidation of the Association and the devolution of its assets;
    (e) Every three years elects the Board of Directors;
    (f) Resolution on the responsibility of the members of the associative bodies, pursuant to art. 28 of the Third Sector Code, and promotes liability action against them;
    (g) Resolution on the exclusion of members;
    (h) Approves any regulations for the meeting's proceedings;
    (i) Deliberates the transformation, merger or split of the association;
    (j) Decide on other objects attributed by the Law, the Articles of Association or the Statute to its competence.
  3. The Assembly is considered extraordinary when it meets to decide on modifications to the statute and on the dissolution, transformation, merger or split of the association by appointing liquidators.
  4. The ordinary and extraordinary Assemblies are convened by the President whenever he deems it appropriate or whenever a request is made by at least one third of the Full Members or by the majority of the Board of Directors. Except for exceptional reasons, the Assembly is convened on Italian territory.
  5. The Assembly is convened by electronic letter, verbal communication or publication on the website, containing the indication of the place, day and time of the meeting and the list of matters to be discussed, sent and published at least twenty days before to all Effective Members at the address listed in the Association's Register of Members, as well as to the members of the Board of Directors.
  6. The Assembly is validly constituted and is able to pass resolutions if at least half of its members are present at the first call.
  7. One day after the first call, the ordinary meeting will be validly constituted regardless of the number of members attending.
  8. All members of the Association have the right to one vote. The vote can also be exercised by proxy. The proxy can only be granted to another member of the Association who already has the right to vote. Each delegate cannot carry more than three proxies.
  9. The resolutions of the meetings are valid, with a relative majority of votes, on all items on the agenda, the expression of abstention is counted as a negative vote. Voting by post is not permitted.
  10. For the appointment of the Board of Directors, for the approval of the Regulations and the distribution of profits, net operating surpluses, reserves or funds, the favorable vote of the majority of those present is required, both in first and second call.
  11. For statutory amendments, the presence of two thirds of the members and the favorable vote of two thirds of those present on the first call are required and on the second call the presence of one third of the members and the favorable vote of half of those present are required.
  12. For the dissolution, transformation, merger or split of the association, the presence of at least 2/3 of the members and the favorable vote of the majority of members present is necessary both in the first and second call.
  13. The Assembly is chaired by the President or, in case of his absence or impediment, by the Vice President or by any other member of the Association, delegated by him.
  1. The Board of Directors is made up of a minimum of 5 and a maximum of 7 councilors chosen from among the members. The members of the Board of Directors remain in office for three years and are re-electable.
  2. All administrators are chosen from among the natural persons associated by the associated bodies: the art. applies. 2382 Civil Code regarding the causes of ineligibility and forfeiture.
  3. The Board of Directors elects the President, the Vice President and the Secretary-Treasurer from among its members. The Board of Directors is convened by the President every time there is a matter on which to decide, or when a request is made by at least 3 members. The call is made by electronic letter, verbal communication or publication on the website. The sessions are valid when the majority of the members attend. Resolutions are taken by absolute majority of votes.
  4. The Board of Directors is invested with the broadest powers for the management of the association. It is therefore up to the Council, among other things by way of example:
    (a) Ensuring the execution of assembly resolutions;
    (b) Draw up the final balance sheet;
    (c) Compile the internal regulations;
    (d) Enter into all deeds and contracts relating to the company's activity;
    (e) Decide on the establishment and dissolution of autonomous Sports Sections;
    (f) Decide on the admission, withdrawal and exclusion of members;
    (g) Appoint the heads of the commissions and branches of work into which the life of the Association is divided;
    (h) Carry out all acts and operations for the correct administration of the Association.
  5. The power of representation attributed to directors is general, therefore the limitations of this power cannot be enforced against third parties if they are not registered in the single national register of the third sector or if it is not proven that the third parties were aware of them.
  6. In case of absence of one or more members, the Council will replace them by drawing from the list of non-elected members in order of number of preferences. If the majority of members disappears, those remaining in office must convene the assembly to replace the missing ones.
  1. The President, who is elected by the Board of Directors, has the legal representation and signature of the Association. In case of absence or impediment, his duties are carried out by the Vice President.
  2. The President of the Association is responsible for representing the Association itself before third parties and also in court.
  3. The President of the Association is responsible, on the basis of the directives issued by the Assembly, for the ordinary administration of the Association; in exceptional cases of necessity and urgency the President can carry out acts of extraordinary administration, but in this case he must simultaneously convene the Assembly to ratify his actions.
  4. The President convenes and presides over the Assembly, takes care of the execution of the resolutions, supervises the good administrative performance of the Association, monitors compliance with the Statute, promotes its reform where the need arises.

The Vice President replaces the President in all his duties whenever the latter is prevented from exercising his duties. The mere intervention of the Vice President constitutes evidence for third parties of the President's impediment.

  1. The Secretary carries out the function of taking minutes of the Assembly meetings and assists the President in carrying out the executive activities that are necessary and appropriate for the functioning of the administration of the Association.
  2. The Secretary-Treasurer takes care of keeping the Book of Minutes of the Meetings as well as the Register of Members of the Association and collaborates with the President in administration and accounting management.
  1. In addition to keeping the books required by law for the specific activity of the association, the same keeps the Minute Books of the Assembly, of the Board of Directors as well as the Register of Members of the Association and the register of volunteers.
  2. The Books of the Association are visible to anyone who makes a justified request with 15 days' notice to the President; the requested copies are made by the Association at the expense of the applicant.
  1. The Association's financial years close on 31 December each year. For each financial year, an economic and financial statement is prepared and an estimate for planning future activity.
  2. The administrative body documents the secondary and instrumental nature of the various activities referred to in the art. 3, depending on the case, in the mission report or in a note at the bottom of the cash flow statement or in the supplementary note to the financial statements.

The Association is prohibited from distributing, even indirectly, profits or operating surpluses however named, as well as funds, reserves or capital during the life of the Association itself, to its members, workers and collaborators, administrators and other members of the association bodies, also in the case of withdrawal or any other hypothesis of individual dissolution of the associative relationship.

The Association has the obligation to use the profits or operating surpluses for the realization of institutional activities and for the pursuit of civic solidarity and social utility purposes referred to in the art. 3 of this Statute.

In the event of its dissolution, for any reason, the Association has the obligation to donate its assets, subject to the positive opinion of the Regional Office of the Single National Register of the Third Sector from when it becomes operational, and unless otherwise assigned by law, to others Third sector bodies, or for purposes of social utility, pending the full operation of the aforementioned Office.

To regulate anything that is not provided for in this Statute, reference must be made to the relevant rules contained in Legislative Decree 117/2017 (third sector code) and, to the extent compatible, in the Civil Code.

  1. 1. Pending the establishment of the Single National Register of the Third Sector (RUNTS) envisaged by the Third Sector Code and until the deadline referred to in the art. 104, c.2 of the Third Sector Code itself, the Association/Foundation is subject to the provisions of Legislative Decree 4 December 1997, n. 460, and remains registered in the regional registry of non-profit organizations of social utility.
  2. Until the Single National Third Sector Register becomes operational, the previous rules in force for the purposes and effects deriving from registration in the regional APS Register will continue to apply to the association. The requirement of registration in the single national register of the third sector, pending the establishment of the register itself, is considered satisfied by the association, pursuant to art. 101 of the Third Sector Code, through its registration in the regional register of voluntary organizations currently required by specific sector legislation.
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