“AMATEUR SPORTS ASSOCIATION CHESS CENTER OF MONTELLA”
Article 1 = NAME AND HEADQUARTERS.
A sports association awaiting recognition as a private legal entity pursuant to Article 18 of the Constitution of the Republic of Italy, the provisions of the Civil Code, Article 6 of Legislative Decree 36/2021, and Article 14 of Legislative Decree 39/2021, named “Associazione Sportiva Dilettantistica Circolo Scacchistico di Montella” (Amateur Sports Association CHESS CENTER OF MONTELLA), is hereby established in Montella, at Via Vico Ferri No. 2. The association is awaiting recognition as a private legal entity pursuant to Article 18 of the Constitution of the Republic of Italy, the provisions of the Civil Code, Article 6 of Legislative Decree 36/2021, and Article 14 of Legislative Decree 39/2021. The transfer of the association’s headquarters within the same Municipality does not entail any amendment to the Articles of Association.
Article 2 = PURPOSE.
The association is apolitical and non-profit. During the life of the association, operating surpluses, funds, reserves, or capital may not be distributed, even indirectly or deferred.
The association’s permanent and primary purpose is the organization and management of amateur sports activities, including training, teaching, coaching, and assistance for amateur sports. Having obtained recognition for sporting purposes, its purpose is the development and dissemination of sports related to chess and other mind sports, intended as a means of psychological, physical, and moral development for members, through the management of any form of competitive or recreational activity, or any other type of physical or non-physical activity suitable for promoting knowledge and practice of the aforementioned disciplines. To best achieve its social goals, the association may, among other things, manage, operate, and perform routine maintenance of sports facilities and equipment suitable for the practice of the aforementioned sports. The association is also required to conduct educational activities for the initiation, refresher, and improvement of sports practice in the above-mentioned disciplines. Within the limits of applicable law, the association may engage in secondary and instrumental activities, provided they are strictly related to its institutional purpose, such as, but not limited to: recreational activities for its members, including, where applicable, the management of a refreshment stand; the promotion of sporting, recreational, and cultural activities, and, in general, the activities carried out by members or card-holding members of relevant sports organizations, including through participation in trade fairs, advertising, market research and studies, the preparation of catalogs, and any other appropriate promotional means.
The association is also characterized by its democratic structure, the equality of rights for all members, and the elective nature of its membership. It must rely primarily on the voluntary, personal, and unpaid services of its members and may not employ employees or engage freelance workers except to ensure the proper functioning of its facilities or to qualify and specialize its activities.
The association unconditionally agrees to comply with the rules and directives of CONI and C.I.P., as well as the statutes and regulations of the Italian Chess Federation and/or National Sports Federations and/or Sports Promotion Bodies and/or Associated Sports Disciplines recognized by CONI, with which it intends to affiliate. It undertakes to accept any disciplinary measures that the competent bodies of the Federation may take against it, as well as the decisions that the authorities of the aforementioned bodies may take in all technical and disciplinary disputes relating to sporting activities. The Association also undertakes to ensure the implementation and full compliance with all provisions issued to combat gender-based violence.
Therefore, the provisions of the statutes and regulations of the Italian Chess Federation and/or National Sports Federations and/or Sports Promotion Bodies and/or Associated Sports Disciplines recognized by CONI in the sections relating to the organization or management of affiliated clubs form an integral part of this statute.
The association undertakes to guarantee the right to vote of its registered athletes and coaches at federal sector assemblies.
The Association may carry out its activities throughout the country and also abroad.
Article 3 = DURATION.
The duration of the association is unlimited and it may be dissolved only by resolution of the extraordinary assembly of members.
Article 4 = APPLICATION FOR ADMISSION.
Only natural persons who participate in the association’s social, recreational, and sporting activities, who apply, and who demonstrate irreproachable moral, civic, and sporting conduct, may become members of the association. For sporting purposes, irreproachable conduct shall be understood, by way of example and not limitation, as conduct consistent with the principles of loyalty, probity, and sporting integrity in all relationships related to sporting activity, with the obligation to refrain from any form of sporting misconduct and any undue public expression that is detrimental to the dignity, decorum, and prestige of the association, the Italian Chess Federation and/or National Sports Federations and/or Sports Promotion Bodies and/or Associated Sports Disciplines recognized by CONI, to which the association is affiliated, and its governing bodies. Any time or operational limitations on membership and the rights deriving therefrom are expressly excluded.
All those wishing to join the association must complete an application on a specific form.
Membership, once effectively acquired upon submission of the application, may be suspended by the Board of Directors, whose decision must always be reasoned and whose decision may be appealed to the General Assembly.
Applications for membership submitted by a minor must be countersigned by the person exercising parental authority. The person signing the application represents the minor in all respects with the association and is liable to the association for all obligations of the minor member.
Membership fees cannot be transferred to third parties or increased.
Article 5 = MEMBER RIGHTS.
All adult members, upon admission, have the right to participate in the association meetings as well as to vote and stand for election. This right will be automatically acquired by the minor member at the first meeting held after reaching the age of majority.
Adult members are also entitled to hold positions within the association, subject to strict compliance with the requirements set forth in paragraph 2 of Article 13 below.
Membership entitles them to attend events organized by the Board of Directors and the association’s headquarters, in accordance with the procedures established in the relevant regulations.
Article 6 = FORFEITURE OF MEMBERSHIP.
Members cease to belong to the association in the following cases:
- voluntary resignation;
- non-payment of membership fees for more than two months after the due date;
- expulsion by an absolute majority of the members of the Board of Directors, pronounced against a member who commits dishonorable acts within or outside the association, or whose conduct constitutes an obstacle to the proper functioning of the association.
- dissolution of the association pursuant to Article 25 of these Bylaws.
The expulsion decision referred to in letter c) above, adopted by the Board of Directors, must be ratified by the ordinary meeting. During this meeting, to which the affected member must be convened, the charges will be examined jointly with the interested party. The expulsion order remains suspended until the date of the meeting. In any case, the expulsion of a member may only be resolved by the meeting for serious reasons. The expelled member may not be re-admitted.
Article 7 = BODIES.
The corporate bodies are:
- the general assembly of members;
- the president;
- the board of directors.
Article 8 = FUNCTIONING OF THE ASSEMBLY.
The general assembly of members is the highest decision-making body of the association and is convened in ordinary and extraordinary sessions. When duly convened and constituted, it represents all members, and the resolutions legitimately adopted by it are binding on all members, even those absent or dissenting.
The convocation of an extraordinary assembly may be requested from the board of directors by at least half plus one of the members in good standing with payment of membership fees at the time of the request, who propose the agenda. In this case, the convocation is an act required by the board of directors. The convocation of an extraordinary assembly may also be requested by half plus one of the members of the board of directors.
The meeting must be convened at the association’s headquarters or, in any case, in a suitable location to ensure maximum participation by members.
The meetings are chaired by the Chairman of the Board of Directors, or, in his absence or impediment, by one of the persons legitimately present at the meeting, elected by a majority of those present.
The meeting appoints a secretary and, if necessary, two scrutineers. In meetings with an elective function for the designation of corporate officers, it is forbidden to nominate candidates for those offices from among those acting as scrutineers.
The assistance of the secretary is not necessary when the minutes of the meeting are drawn up by a notary.
The Chairman directs and directs the discussions and establishes the methods and order of voting.
Minutes of each meeting must be drawn up, signed by the Chairman, the Secretary, and, if appointed, by the two scrutineers. A copy of the same must be made available to all members using the procedures deemed most appropriate by the Board of Directors to ensure maximum dissemination.
Article 9 = RIGHTS OF PARTICIPATION.
Only members who are up-to-date with their annual dues and not subject to pending disciplinary measures may participate in the association’s ordinary and extraordinary meetings. Only adult members have the right to vote. The Board of Directors will determine the list of members entitled to vote. This decision may be appealed to the meeting, which must be submitted prior to the meeting.
Each member may represent no more than one member at the meeting by written proxy.
Article 10 = ORDINARY MEETING.
The ordinary meeting will be convened at least eight days in advance by posting a notice at the association’s headquarters and simultaneously notifying members by regular mail, email, fax, hand delivery, telegram, or publication on the Association’s website. The notice convening the meeting must specify the date, location, or, if videoconferencing is being used, the electronic platform on which the meeting will be held, the time of the meeting, and the agenda.
The meeting must be called by the Board of Directors and convened by the President at least once a year, within four months of the end of the financial year, for the approval of the financial statements.
The meeting is responsible for deciding on the general policies and directives of the association, as well as approving the bylaws, appointing the association’s governing bodies, and all matters pertaining to the life and relations of the association that do not fall within the jurisdiction of the extraordinary meeting and that are legitimately submitted to its consideration pursuant to Article 8, paragraph 2 above.
Article 11 – VALIDITY OF THE ASSEMBLY
The ordinary assembly is validly constituted on first call when the absolute majority of members entitled to vote are present, and it validly adopts resolutions with the favorable vote of the majority of those present. Each member is entitled to one vote.
The extraordinary assembly, on first call, is validly constituted when two-thirds of the members entitled to vote are present and adopts resolutions with the favorable vote of the majority of those present.
After one hour from the first call, and once the relevant minutes have been drawn up, both the ordinary and the extraordinary assembly shall be validly constituted on second call regardless of the number of members present.
Pursuant to Article 21 of the Italian Civil Code, resolutions regarding the dissolution of the association and the allocation of its assets require the favorable vote of at least three quarters (3/4) of the members.
Article 12 – EXTRAORDINARY ASSEMBLY
The extraordinary assembly must be convened by the Board of Directors at least fifteen (15) days prior to the meeting by posting a notice at the association’s headquarters and simultaneously informing members by ordinary mail, e-mail, fax, or telegram.
The notice of convocation must specify the date, place, and time of the meeting as well as the list of matters to be discussed.
The extraordinary assembly deliberates on the following matters: approval and amendment of the association’s bylaws; acts and contracts concerning real property rights; appointment and replacement of elective governing bodies when their cessation would compromise the functioning and management of the association; dissolution of the association and the procedures for liquidation.
Article 13 – BOARD OF DIRECTORS
The Board of Directors shall consist of no fewer than three (3) and no more than seven (7) members, the exact number being determined from time to time by the General Assembly of Members, which also elects them, including the President.
Within its ranks, the Board shall appoint the Vice President and the Secretary, who shall also act as Treasurer.
The Board of Directors shall remain in office for four years, and its members may be re-elected. Resolutions shall be adopted by majority vote.
Where permitted, the Board of Directors may adopt decisions not only through collegial meetings but also by written consultation or by written consent. In such cases, the signed documents must clearly indicate the matters under consideration and the expression of consent. For this purpose, the President of the Board shall communicate to all Directors and, where appointed, to the Auditors, the text of the proposed decision, together with a letter indicating a deadline, not fewer than … days from the date of such communication, within which it is possible to approve the decision by affixing one’s dated signature. Said accompanying letter may also contain any observations or explanations concerning the matters under consideration.
Only members who are duly registered with the relevant Federation, are up to date with the payment of membership fees, have reached the age of majority, are not subject to any incompatibility conditions under the law, the CONI or Federation regulations, and have not been disqualified or suspended by CONI or any other National Sports Federation affiliated thereto for a total period exceeding one year, may hold offices within the association.
The Board of Directors is validly constituted with the presence of the majority of its members in office and validly adopts resolutions with the favorable vote of the majority of those present.
In the event of a tie, the President’s vote shall prevail.
The Board’s resolutions must, for their validity, be recorded in minutes signed by the person who presided over the meeting and by the Secretary. Said minutes shall be made available to all members in the manner deemed most appropriate by the Board of Directors to ensure the widest dissemination.
Article 14 – RESIGNATIONS
If, for any reason, during the fiscal year one or more Directors cease to hold office, provided that such number does not exceed half of the Board, the remaining members shall fill the vacancy by appointing the first unelected candidate according to the order of votes received. Should no such candidates exist, the Board shall continue to operate with a reduced number of members until the next useful General Assembly, which shall proceed to elect replacements who shall remain in office until the expiration of the term of the replaced Directors.
In the event of the resignation or inability of the President of the Board of Directors to perform his or her duties, those functions shall be temporarily performed by the Vice President until the election of a new President, which must take place at the next useful Assembly.
The Board of Directors shall be deemed to have lapsed and no longer in office if, due to resignations or any other cause, it loses the majority of its members, including the President. In such a case, the Ordinary Assembly must be convened immediately, without delay, to elect a new Board of Directors. Until the new Board is constituted, the outgoing Board shall remain in office solely for urgent matters and the management of the association’s ordinary administration.
Article 15 – MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors shall meet whenever the President deems it necessary or upon the request of at least half of its members, without any particular formalities.
Meetings may be held via videoconference or through other electronic means.
Meetings of the Board of Directors may be held with participants located in multiple audio/video-connected sites, provided that the following conditions—recorded in the minutes—are met:
- The President and the Secretary of the meeting must be physically present in the same location, where the meeting shall be deemed to have taken place and where the minutes shall be drafted and signed;
- The President must be able to ascertain the identity of participants, regulate the course of the meeting, and verify and declare the results of voting;
- The person responsible for drafting the minutes must be able to adequately perceive all proceedings of the meeting;
- All participants must be able to take part in the discussion and simultaneous voting on the matters on the agenda, as well as view, receive, or transmit documents.
Article 16 – DUTIES OF THE BOARD OF DIRECTORS
The duties of the Board of Directors shall include:
- Deciding on applications for membership;
- Preparing, when applicable, the draft budget and the final accounts to be submitted to the Assembly for approval;
- Setting the dates of the Ordinary Assemblies of Members to be held at least once a year, and convening the Extraordinary Assembly in compliance with the quorums provided for in Article 8, paragraph 2;
- Drafting any internal regulations relating to the association’s activities, to be submitted to the Assembly of Members for approval;
- Adopting measures of expulsion toward members when deemed necessary;
- Implementing the purposes set forth in the Statute and executing the decisions of the General Assembly.
Article 17 – THE PRESIDENT
The President directs the association and oversees its functioning in compliance with the autonomy of the other governing bodies. The President is the legal representative of the association in all circumstances.
Article 18 – THE VICE PRESIDENT
The Vice President replaces the President in case of absence or temporary impediment and carries out the tasks expressly delegated to him or her.
Article 19 – THE SECRETARY
The Secretary implements the resolutions of the President and the Board of Directors, drafts the minutes of meetings, handles correspondence, and, acting as Treasurer, manages the association’s administration, keeps the accounting records, and oversees collections and payments, subject to authorization by the Board of Directors.
Article 20 – FINANCIAL STATEMENTS
The Board of Directors prepares the association’s financial statements, including, where applicable, the provisional and final budgets, to be submitted to the Assembly for approval.
The final statement must provide a complete picture of the association’s overall economic and financial situation.
The financial statements must be drafted clearly and must accurately and truthfully represent the association’s assets, financial position, and economic results, in accordance with the principle of transparency toward members.
Together with the notice convening the Ordinary Assembly with the approval of the financial statements on its agenda, a copy of said financial statements must be made available to all members.
Article 21 – FISCAL YEAR
The fiscal and social year begins on January 1st and ends on December 31st of each year.
Article 22 – ASSETS
The association’s financial resources consist of membership fees, as determined annually by the Board of Directors; contributions from entities and associations; bequests and donations; and proceeds deriving from activities organized by the association.
Article 23 – SECTIONS
The General Assembly, in an ordinary session, may establish sections in locations deemed most appropriate to better achieve the association’s objectives.
Article 24 – ARBITRATION CLAUSE
All disputes arising between the association and its members, as well as among members themselves, shall be referred to the exclusive jurisdiction of the Chamber of Conciliation and Arbitration for Sport at CONI (Italian National Olympic Committee).
Article 25 – DISSOLUTION
The dissolution of the association shall be resolved by the General Assembly of Members, convened in an Extraordinary Session and validly constituted with the presence of at least three quarters (3/4) of the members entitled to vote.
Resolutions on dissolution, both on first and second call, require the favorable vote of at least three quarters (3/4) of the voting members present.
Likewise, any request by members to convene an Extraordinary General Assembly for the purpose of dissolving the association must be submitted by at least three quarters (3/4) of the members entitled to vote.
Upon dissolution, the Assembly shall decide on the allocation of any remaining assets of the association.
The residual assets shall be assigned to another association pursuing sporting purposes, unless otherwise required by law.
Article 26 – REFERENCE PROVISION
For any matters not expressly provided for in this Statute, reference shall be made to the Statutes and Regulations of the Italian Chess Federation and/or National Sports Federations and/or Sports Promotion Bodies and/or Associated Sports Disciplines recognized by CONI to which the association is affiliated, and, in the alternative, to the provisions of the Italian Civil Code and the applicable sector laws in force.