Charter

ARTICLE I
It is constituted an Organization named ASPIM EUROPA, an Organization of services for Small and Medium Enterprises - Europe, a non-profit and non-governmental international entity.

ARTICLE II
The Organization ASPIM EUROPA is located in Torino, Via Bligny 5.
The organization is established for an unlimited period. The organization can settle its own local unit of any kind and its branches in Italy and worldwide.
The present statute/charter dictates the rules of the organization.

ARTICLE III
The Organization ASPIM EUROPA is free, independent and democratic. It explicitly recalls the Universal Declaration of Human Rights and fundamental freedoms of the Council of Europe.
It pursues the following aims:

  • to unite and represent under the same Organization all the Members that believe in freedom’s values and principles;
  • to render assistance in financial, accounting, legal, insurance, administrative, fiscal, organizational matters towards its own Members;
  • to organize and spread the technologies and the techniques that interest the SMEs in association with International, National and European Authorities, and also local organizations (Regions, Provinces and Municipalities) through researches, courses of study, refresher and specialization courses and similar;
  • to look after the preparation and execution of visits, meetings, round tables, seminaries;
  • to look after the preparation and execution of projects and works in several sectors: economics, agriculture, ecology, sociology and similar;
  • to promote the job development and its social, cultural and professional training, in every meaning.
  • to promote, organize and carry out professional orientation courses, theoretical and practical  training for job placement, for qualification, requalification, specialization and update in every kind of working activity;
  • to promote, organize and carry out professional qualifying courses, provided for by current regulations and in compliance with every regulation by international, national and European Authorities;
  • to fulfil right inside the organization or to entrust third parties: training projects, researches and works on training projects, course’s didactic, feasibility study on training programs, on texts and every kind of teaching and handbook support;
  • to represent the Members’ interests among the Authorities, and also political, economic, social and union organizations, both in Italy and worldwide;
  • to support and increase the participation of the self-employed and entrepreneurs among the representatives of public and private entities:
  • to organize conventions, researches, debates and studies, on economic, political and social topics in order to contribute in professionals and entrepreneurs training;
  • to carry out and promote all the activities and initiatives that directly and indirectly the Members are interested in;
  • to guarantee the promotion of the Members’ problems towards local, national and European authorities in every economic, social and financial sector;
  • to organize political and professional training courses;
  • to promote an increasingly wider knowledge of European Union’s activities, policies, financing programs, and to organize the offer of services concerning ideas, execution and evaluation of programmed interventions in the EU co-funded programs.

The organization will be able to emanate its own company to carry out training and professional orientation services. In carrying out institutional activities there will be not performed commercial activities.

ARTICLE IV
Those who wants to be part of the organization can gain admittance as long as they share principles, aims and programs and the present Charter; also all the working fields are endorsed.

ARTICLE V
The financial period will be closed on 31st December every year, the first financial period will be closed on 31st December 2004 (December Thirty-First, Two Thousand and Four).

ARTICLE VI
The revenue of the organization is formed by:

  • annual minority interest following inscription (membership fee);
  • supplementary quotas;
  • voluntary donations and contributions;
  • donations and contributions by third parties;

The organization will be able to receive donations and grants of any nature or kind, from local authorities such as Municipality, Province or Region, as well as national and international authorities. It will also be providing assistance or expert advice on every working field they are concerned with.

ARTICLE VII
The bodies of organization are:

  • the Assembly
  • the Honorary President
  • the Honorary Vice President
  • the President
  • The Board of Directors
  • the Vice President
  • the Secretary
  • The Treasurer
  • the Councillors

ASSOCIATES
ARTICLE VIII
The participants of the organization ASPIM EUROPA are divided in:

  • FOUNDING Members: they are who endorsed the constituted deed and contributed to the charter. They have all the rights of the ordinary members.
  • Meritorious Members: they are the people, organizations or political movements nominated by the Founding
  • Members for carrying out activities that concern the Organization. They have the same rights as the Ordinary Members have.
  • ORDINARY MEMBERS: they are all the enrolled Members of the Organization and, if up to date with quotas and donations, they have the right to vote in the Assembly.

ARTICLE IX
The application to be admitted as Ordinary Member must be made to the Secretary/Administrator, with forms arranged by the Organization. It must be included, as well as all the information, the declared intention of acceptance of this Charter and of the duties resulting from being a Member.

ARTICLE X
The President of the Organization will decide about the application within sixty days from the submission of the application itself.

ARTICLE XI
All the Organization Members will be given a membership card.

ARTICLE XII
The Member that wants to revoke its membership must communicate it with a registered mail at least ninety days before year-ending.

ARTICLE XIII
The attribute of Member will be lost in case of:

  • resignation;
  • expulsion.

ARTICLE XIV
The expulsion of a member is voted by Board of Directors jointly with the President

  • for just cause
  • when the member is not performing its duties (duties undertaken as expected by the Charter or by internal regulations)
  • when the member is defaulting regarding Organization’s payments
  • when the member is infringing the present Charter or causing losses or disrepute to the Organization

In case of lack of the annual quota’s payment the member is excluded without preventive decision of authorities in charge as well.
In case of an improper behaviour of a member the Board of Directors jointly with the President has the power to warn him/her, suspend him/her of the social right’s enjoyment and eventually exclude him/her from the Organization with immediate effect.

ARTICLE XV
Every member is committed to pay an annual social quota to Aspim Europa, which is established on annual basis by the Board of the Directors. In case a member will not provide the quota, the organization will be able to request it and, failing that, the member will be expelled.

ASSEMBLY
ARTICLE XVI
The Assembly is made up of Founding members, the Meritorious Members and Ordinary members.
The decisions taken in accordance with the statutes of below require all members even if absent or dissenting to follow them.
Each member is entitled to one vote. It’s admitted a written proxy by member to another, who may carry a maximum of three proxies.

ARTICLE XVII
The General Assembly may be ordinary or extraordinary.
The Ordinary General Assembly is convened by the first quarter after the end of the year, by the President.
The meetings, both ordinary and extraordinary, are convened by registered letter with acknowledgment of receipt by fax or e-mail, to be transmitted at least fifteen days before the date fixed for the meetings.
The notice shall contain:

  • place of the meeting;
  • the day and time;
  • the order of the day.

The Extraordinary General Assembly may be convened by the President, by a majority of the Board or by thirty percent of the members.
The regular meetings are valid on first call when there is at least half plus one entitled, even if represented by proxy.
In the second call the Assembly shall be deemed validly constituted regardless of the number of members present.
In both cases decisions shall include the affirmative vote of at least a majority of half plus one of the members present or represented by a regular proxy.
The members attending the meeting must be in compliance with the payment

ARTICLE XVIII
In the event that the Assembly is called to vote (on a proposal of the Board of Directors) on the dissolution of the Association, or to amend the Articles of Association, decisions shall be adopted: on first call, if obtained by the affirmative vote of at least two thirds of those right to vote, and on second call if obtained by the affirmative vote of a majority of those entitled to vote, in each case without counting abstentions.
They may attend the Assembly and are entitled to vote members in good standing with dues payments for the current year.
The President, if necessary, chooses two scrutineers from among those present.
The functions of the Secretary of the Assembly are taken by one of the members appointed by the Assembly.
The meeting minutes of the Assembly are approved and signed by the President of the Assembly and the Secretary.
In the meeting minutes shall be summarized, on request of members, the statements of the members itself.

ARTICLE XIV
The Assembly has the following powers:

  • to sanction the issues placed on the agenda;
  • to issue the guidelines on matters of major importance concerning the activities of the Association;
  • to decide on amendments to the Articles of Association proposed by the Board of Directors;
  • to approve the balance sheet of the previous year and budget for the current year by the end of March of each year;
  • elects the Board of Directors in the manner provided for in Article XX.

THE BOARD OF DIRECTORS
ARTICLE XX
The Board of Directors may be composed of two to nine members appointed from among the Founding and Meritorious Members, in the event that the Board of Directors is incomplete, the application can be extended to the Ordinary Members. The members of the Board of Directors, with the exception of the President and Honorary President, shall hold office for five years and may be reappointed. The Board of Directors consists of:

  • The Honorary President;
  • The Honorary Vice President;
  • The President;
  • The Vice President;
  • The Secretary;
  • The Treasurer;
  • The Councillors.

ARTICLE XXI
The Board of Directors normally meets once a month and, in exceptional circumstances, at the request of the President or of a majority of the Board.
The President shall convene the Board of Directors with a letter to be sent at least five days before the date of the meeting or, in urgent cases, by telegram sent at least two days before.
The meetings of the Executive Council are chaired by the President or, in his absence or impediment, the Vice President.
The meetings are valid on the first call with the presence of at least two-thirds of the members, spent an hour from the time fixed for the meeting request, the meeting is valid with the presence of at least half plus one of the members.
Each member has one vote. Resolutions are passed by an absolute majority of votes without counting abstentions.
The meeting shall be drawn up in a register which the relevant minutes and signed by the President and Secretary of the meeting, appointed by the President.

ARTICLE XXII
In case of impediment to participation in the Board of Directors, the member itself must promptly notify the President. On the contrary, the absence shall be considered as unauthorized; three unexcused absences, matured in six months, determine automatically the loss of the office.

ARTICLE XXIII
In case of revocation or resignation of one or more members of the Board of Directors, the President shall appoint the replaced; Assembly, at the first regular or special meeting, confirms the appointments made by the President. In case of revocation or resignation of the majority of the Board of Directors, the President shall convene within 60 days of the Extraordinary General Assembly that appoints new Board of Directors. Until the new appointment, the outgoing Board of Directors performs exclusively acts of ordinary administration.

ARTICLE XXIV
The Board of Directors is responsible for:

  • appointing the President. The appointment will be made by a majority of half plus one;
  • preparing and submitting for approval the budget and the final budget;
  • deliberating on all matters of a general nature affecting the Association;
  • taking initiatives for the study and solution of the problems of the associated categories;
  • issuing operational and functional regulations besides those expressly provided for in this Statute;
  • preparing updates and changes to the Charter to be approved by the Assembly;
  • exerting any action necessary to achieve the statutory purposes and to implement the resolutions of members' meetings;
  • convening the ordinary and extraordinary meetings;
  • participating in the drafting of the agenda of the Assembly;
  • deliberating on any incompatibilities.

THE PRESIDENT
ARTICLE XXV
The President is elected by the Board. The President has the signature and legal representation to third parties and in legal proceedings, he chairs the Board of Directors. He remains in office until he resigned to the Members’ Assembly.
The President may appoint Special Attorney "ad negotia" and Special or General Attorneys for lawsuits. The President may appoint one or more Special Commissions to deal with the operational programs of the Association, with the power to accomplish specific objectives related and / or instrumental to the achievement of social goals. The President has the broadest powers for the management of all the affairs of ordinary and extraordinary administration, except for the law and statute that are entitled to the Board of Directors or the Assembly.

In particular, the President:

  • authorizes the hiring of employees, determining the remuneration;
  • defines allowances and reimbursement of expenses for internal and external partners;
  • proposes to the Assembly the standard share of admission and the annual fees;
  • defines the manner of administration of the company assets;
  • must authorize the signing of any contract and / or agreement for the achievement of social goals;
  • establishes offices, departments, boards, committees, and appoints officers and other regional or local representative bodies of the Association, defining responsibilities and powers;
  • defines the duties and powers of the Secretary and the Treasurer, and may at any time suspend or revoke them.

THE VICE-PRESIDENT
ARTICLE XXVI
The Vice President is appointed by the President and carries out the same role in the case of absence or impediment.
In case of resignation of the President the Vice President shall assume the charge to call new elections within 60 days.

THE SECRETARY
ARTICLE XXVII
The Secretary is appointed by the Board of Directors from among its members and is responsible for assisting the President of the ordinary social life of the Association.
The Secretary remains in office for five years and is re-elected.

THE TREASURER
ARTICLE XXVIII
The Treasurer is appointed by the Board of Directors from among its members and is responsible for the accounting and financial matters of the Association. The Treasurer remains in office for five years and is re-elected.

COUNCILLORS
ARTICLE XXIV
The Councillors are appointed by the Board of Directors from among its members and are responsible for maintaining and developing relationships with third parties, organizations, associations, institutions, foundations and other organizations in general. They remain in office for five years and may be re-elected.

ARTICLE XXX
All the bodies referred to in this Charter shall be appointed for the first five years by the Founding Members, with the exception of the President. The President has the right to replace any member of the Board of Directors in the first three years.

ARTICLE XXXI
The dissolution of the Association is approved in the manner provided in Art. XVIII. The Assembly shall appoint one or more liquidators, who shall arrange for a wind up in accordance with the law.
In case of impossibility to constitute a proper Assembly, each member of the Board of Directors may ask the competent authority to appoint the liquidator(s).
The residual balance, once the liquidation will be completed, will be donated to another association with similar purposes or for purposes of public utility, chosen by the liquidators on the basis of information provided by the Assembly and heard the control body referred to in Art. 190 paragraph 3 of the Law of 23 December 1996. 662, unless otherwise required by law.

ARTICLE XXXII
For everything that is not provided for herein, please refer to the applicable laws of non-profit associations.

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