In compliance with the Civil Code, Legislative Decree 117/2017 and the relevant legislation, the Third Sector Body called "Go2RAIL APS" is established, which from now on assumes the legal form of Association, non-partisan and non-denominational. The Association has its registered office in Via Antonio Zanolini, n. 7 in the municipality of Bologna (Italy). The transfer of the registered office does not involve a change in the bylaws, but the obligation to notify the competent offices. The Board of Directors can establish the establishment of local sections of the association which will always operate for the pursuit of the founding purposes. The Association operates in the province of Bologna, in the regional, neighboring and extra-regional areas, also adhering to national, European, and international coordination. The duration of the Association is unlimited.
1. The Association must compulsorily use the indication "Social Promotion Association" or the acronym "APS" in documents, correspondence, and communications to the public.
2. The cancellation of the Association from the appropriate section of the RUNTS implies the illegitimacy of the use in the company name and in relations with third parties of the acronyms and phrases referred to in articles 12 and 35, paragraph 5 of the Third sector Code.
3. Any provisions for cancellation and/or future registration, issued by the competent authority, which determine a change in the company name, pursuant to article 35, paragraph 5 of the Third Sector Code, do not involve amendments to the bylaws, unless notified to the offices competent.
The Association is governed by this statute, and acts within the limits of Legislative Decree 3 July 2017 n. 117, of the related implementing rules, of the regional law and of the general principles of the legal system.
The statute is evaluated according to the rules of interpretation of contracts and according to the criteria of article 12 of the pre-laws of the Civil Code.
The Association exclusively or principally carries out one or more activities of general interest for the non-profit pursuit of civic, solidarity, and social utility purposes. The activities that it proposes to carry out mainly infavor of its associates, their families or third parties and mainly making use of the voluntary activity of its associates, pursuant to art. 5 of Legislative Decree 117/2017, are:
1. Interventions and services aimed at safeguarding and improving the conditions of the environment and at the prudent and rational use of natural resources, with the exclusion of the activity, habitually carried out, of collection and recycling of urban, special and dangerous waste, as well as the protection of animals and prevention of stray dogs, in accordance with the law of 14 August 1991, n. 281;
2. Organization and management of tourist activities of social, cultural or religious interest.
In particular, Go2RAIL APS aims to support the improvement of national and international environmental conditions by promoting the use of the train to reach destinations, mainly on medium and long distances. Concretely, Go2RAIL APS strives to develop a fun, shared, sustainable, and convenient travel experience through the formation of travel groups for people traveling on the same route or part of it. Furthermore, Go2RAIL's goal is to foster sustainable tourism in intermediate and/or arrival destinations, for example, by facilitating sustainable micro-mobility, the consumption of local products or any option with a similar purpose.
In line with the aspects set out above, Go2RAIL APS also has as its objective the creation of a European network of international institutions (e.g., universities) which has the aim of bringing together and promoting a synchronous effort of the same, therefore of greater environmental and social impact, for a widespread participation in the new travel concept proposed by Go2RAIL APS at national and international level.
Furthermore, it can carry out any other activity connected or similar to those listed above and, always in compliance with the reference legislation, performs any deed or contractual operation necessary or useful for the direct or indirect realization ofthe institutional purposes. The Association can also carry out fundraising activities in compliance with the principles of truth, transparency, and correctness with supporters and with the public in compliance with the provisions contained in art. 7 Legislative Decree 117/2017. The Association can carry out various activities, instrumental and secondary to the activities of general interest, pursuant to and within the limits established by art. 6 of Legislative Decree 117/2017. The identification of these activities will be made by the Board of Directors with a specific resolution. In the event that the Association carries out different activities, the Board of Directors will have to test the secondary and instrumental nature of the same in the budget documents, pursuant to art. 13 paragraph 6 Legislative Decree 117/2017. In order to achieve the statutory aims and purposes, for the performance of its activities, the Association can enter into agreements with the Municipality and with other public and private bodies and/or associations in the performance of services. It may also connect to other national bodies and organizations recognized in accordance with current legislation that have the same purposes. The Association can, therefore, take all the initiatives and carry out all the activities, including the stipulation of collaboration agreements with Italian and foreign organizations, or the promotion and/or participation in associations and foundations and other publicor private institutions which are deemed necessary or useful for the achievement of their purposes. The main activities or those directly connected to them are carried out by the Association mainly through personal, voluntary and free services of its members.
All natural and legal persons who share its aims and, moved by a spirit of solidarity, are concretely committed to achieving them are members of the Association. Admission to the Association is decided by theBoard of Directors at the request of the interested party. The resolution is communicated to the interested party and the registration is noted in the register of members, with the simultaneous payment of the membership fee. In the event of a request for admission to membership presented by minors, the same must be countersigned by the person exercising authority. In case of rejection of the application, the Board of Directors communicates the decision to the interested party within 60 days, motivating it. The aspiring shareholder may, within sixty days of such communication of rejection, request that the meeting pronounce on the requeston the occasion of the subsequent convocation. Admission as a member is open-ended, without prejudice to the right of withdrawal.
The category of temporary members is not admitted. The membership fee is non-transferable, non-revaluable and non-refundable. Members cease to belong to the Association for:
1. Voluntary withdrawal communicated in writing to the Board of Directors;
2. For non-payment of the membership fee for the current year;
3. For unworthiness deliberated by the Board of Directors;
4. For persistent violations of statutory obligations.
Against the provision of the Board of Directors causing the exclusion of the member, the appeal is admitted within thirty days of receipt of the communication to the Assembly of members who, after discussion, must decide definitively on the matter in the first meeting convened. All members have equal rights and duties and their number is unlimited; each shareholder has the right to one vote.
Members of the Association have the right to:
1. Elect the corporate bodies and to be elected in them;
2. Be informed about the activities of the Association and monitor its progress;
3. Attend the premises of the Association;
4. Be reimbursed by the expenses actually incurred and documented for the activity performed, pursuant to art. 17 of Legislative Decree 117/2017;
5. Take note of the agenda of the meetings, view the economic-financial report, consult the minutes;
6. Vote in the Assembly, represented by the Legal Representative or his delegate and have the right to a single vote, whatever the size of their corporate body - in the caseof legal persons - and the duty to:
a. Comply withthis statute and any internal regulations;
b. Carry outone's activity in favor of the community and the common good in a personal, spontaneous and free way, on a non-profit basis, even indirectly and exclusively for solidarity purposes;
c. Pay the membership fee according to the annually established amount.
The organs of the Association are:
1. Shareholders' Meeting;
2. Board of Directors;
4. Control body (if any);
5. Auditing body (if any).
The Assembly is the sovereign body of the Association and is made up of all members. The Assembly is chaired by the President of the Association or, in his absence, by the Vice-President. It is convened at least once a year by the President of the Association or by whoever takes his place by means of a written notice to be sent at least 10 days before the date set for the meeting and containing the meeting date, time, place, the agenda and the eventual date of the second call.
This communication can take place in paper and/or computerized form to be disclosed to the address resulting from the register of members or by means of a notice posted in the headquarters of the Association. The Assembly is also convened at the request of at least one tenth of the members or when the administrative body deems it necessary.
The votes are open, except those concerning people.
Participation in ordinary and extraordinary Shareholders' Meetings is also foreseen by telecommunication means or electronically, provided that it is possible to verify the identity of the member who participates and votes. Minutes of the meetings of the Assembly are drawn up, signed by the President and the secretary and kept at the headquarters of the Association, for free viewing by all members.
The Assembly can be ordinary or extraordinary. The one convened for the modification of the statute and the dissolution of the Association is extraordinary. It is ordinary in all other cases.
The Assembly must:
1. Establish the number of members of the Board of Directors;
2. Appoint and remove the members of the corporate bodies;
3. Appoint and revoke, when required, the person in charge of the statutory audit of the accounts;
4. Approve the budget;
5. Deliberate on the liability of the members of the corporate bodies and promote liability actions against them;
6. Deliberate on the exclusion of members;
7. To deliberate on the modifications of the deed of incorporation or of the statute;
8. Deliberate the dissolution, transformation, merger or demerger of the Association;
9. Deliberate on the other objects attributed by the law, by the deed of incorporation or by the statute to its competence.
The Ordinary Assembly is duly constituted on first call with the presence of at least half of the members with voting rights, present on their own or by proxy, and on second call whatever the number of members present, on their own or by proxy.
The Assembly decides by majority vote of those present.
Associates can be represented in the Assembly only by other associates, by granting a written proxy. Each associate is the bearer of a maximum of 3 proxies.
Voting electronically is permitted, provided that it is possible to verify the identity of the member participating and voting.
In resolutions approving the financial statements and in those concerning their responsibility, the directors do not have the right to vote.
The Extraordinary Assembly amends the statute of the Association with the presence of at least 3/4 of the members and the favorable vote of the majority of those present and decides on the dissolution and liquidation as well as the devolution of the assets with the favorable vote ofat least 3/4 of the Associates.
The Board of Directors governs the Association ando perates in implementation of the will and general guidelines of the assembly to which it responds directly and from which it can be revoked with justification.
Everything that is not by law or by statute pertaining to the Assembly or other associative bodies falls within the sphere of competence of the Board of Directors. In particular, and among others, the tasks of thisbody are:
1. Carry out the resolutions of the assembly;
2. Formulate the associative activity programs on the basis of the lines approved by the assembly;
3. Prepare the financial statements and any corporate financial statements in the cases and in the manner envisaged for the achievement of the legal thresholds;
4. Prepare all the elements useful to the assembly for the forecast and economic planning of the year;
5. Decide on the admission and exclusion of associates;
6. Stipulate all deeds and contracts relating to the association's activities;
7. Take care of the management of all movable and immovable property owned by the Association or entrusted to it.
The Board of Directors is made up of a number of members ranging from 2 to 7 members elected by the assembly among the members, for a period of 3 years and are eligible for re-election.
Article 2382 of the Civil Code applies to the Board of Directors, regarding the causes of ineligibility and forfeiture.
Article 2475-ter of the Civil Code applies to directors' conflicts of interest.
The Board of Directors is validly constituted when the majority of the members is present. If it is made up of only two members, it is validly constituted and deliberates when all are present.
Resolutions are passed by a majority of those present.
The power of representation attributed to directors is general. The limitations on the power of representation cannot be enforced against third parties if they are not registered in the Single National Register of the Third Sector (RUNTS) or if it is not proved that the third parties were aware of them.
The President legally represents the Association in internal and external relations and performs all the acts that bind it towardsthe outside world.
The President is elected by the Board of Directors among its members by majority vote of those present.
The President remains in charge as long as the Board of Directors and ceases due to expiry of the mandate, voluntary resignation or possible revocation decided by the assembly, with the majority of those present.
At least one month before the expiry of the mandate, the President convenes the assembly for the election of the new President and the Board of Directors.
The President convenes and presides over the Assembly and the Board of Directors, carries out ordinary administration on the basis of the directives of these bodies, reporting to the Board of Directors on the activity performed.
The Vice-President replaces the President in all her/his attributions whenever the latter is unable to perform his duties.
The supervisory body, monocratic or collective, is appointed in the cases provided for by art. 30 of Legislative Decree 117/2017. Pursuant to art. 2397 second paragraph, the member must be an auditor registered in the relevant register and, in the case of a collective control body, the aforementioned requirement must be possessed by at least one of the members. The supervisory body:
1. Supervises the compliance with the law, the articles of association and compliance with the principles of correct administration;
2. Supervises the adequacy of the organisational, administrative and accounting structure and its effective functioning;
3. Performs tasks of monitoring the observance of civic, solidarity and social utility purposes;
4. Certifies that the social report has been drawn up in compliance with the guidelines set out in article 14 of Legislative Decree 117/2017. The social report acknowledges the results of the monitoring carried out.
The members of the supervisory body may at any time carry out inspections and controls and, for this purpose, may ask the directors for information on the progress of corporate operations or on specific business.
This body is appointed in the cases provided for by art. 31 of Legislative Decree 117/2017. It consists of an auditor registered in the relevant register.
The economic resources of the Association consist of:
1. Membership fees;
2. Public and private contributions;
3. Donations and bequests;
4. Property annuities;
5. Income from arious activities pursuant to art. 6 Legislative Decree 117/2017 provided that they are permitted, secondary and instrumental;
6. Proceeds from fundraising pursuant to art. 7 Legislative Decree 117/2017;
7. Reimbursements from agreements pursuant to art. 56 paragraph 1 of Legislative Decree 117/2017;
8. Any other income compatible with the aims of the association and attributable to the provisions of Legislative Decree 117/2017.
The assets of the Association are immovable property, registered movable property and movable property. Registered real estate and movable property can be purchased by the Association and are in its name. Real estate, registered movable property, as well as movable property located in the headquarters of the Association are listed in the inventory, which is deposited at the headquarters of the Association and can be consulted by the members.
The Association is prohibited from distributing, even indirectly, profits and operating surpluses as well as funds, reserves or capital to founders, associates, workers and collaborators, directors and other members of the corporate bodies, even in the event of withdrawal or any other hypothesis of individual dissolution of the associative relationship pursuant to art. 8 paragraph 2 of Legislative Decree 117/2017 as well as the obligation to use the assets, including any revenues, annuities, proceeds, income however denominated, for the performance of the statutory activity for the exclusive pursuit of civic purposes, solidarity and social utility.
The financial statements of the Association, or of the cash flow statement where the conditions are met, are annual and run from January 1st of each year. They are drawn up pursuant to articles 13 and 87 of Legislative Decree 117/2017 and the related implementing rules. The budget is prepared by Board of Directors, and is approved by the ordinary assembly within 6 months of the end of the financial year to which the final balance refers.
It is drawn up in the cases and methods provided for by art. 14 of Legislative Decree 117/2017.
The agreements between the Association and the publica dministrations pursuant to art. 56 of Legislative Decree 117/20147 are deliberated by the Board of Directors which also determines the methods of implementation and are stipulated by the president of the Association, as her/his legal representative. A copy of each convention is kept at the headquarters of the Association.
The Association can hire employees or make use of the services of self-employed or other workers, including those of its members, without prejudice to the provisions of art. 17 paragraph 5, only when this is necessary for the purposes of carrying out the activity of general interest or for the pursuit of the purposes. In any case, the number of workers employed in the activity cannot exceed 50% of the number of volunteers or 5% of the number of associates. Relations between the Association and paid personnel are governed by law and by specific regulations adopted by the Association.
The Association must keep:
a. The book of associates;
b. The book of the meetings and of the resolutions of the assemblies, in which the minutes drawn up by public deed must also be transcribed;
c. The book of meetings and resolutions of the Board of Directors, of the control body and of any other corporate bodies.
The books referred to in letters a, b of the firstparagraph, are kept by the Board of Directors. The books referred to in letter c of the first paragraph are kept by the body to which they refer.
Members have the right to examine the corporate books, even if they are kept by professionals the Association makes use of, subject to a written access request addressed and authorized by the competent body which must be processed within 30 days of receipt. In the event of refusal, which must be communicated in writing, the shareholder may lodge an appeal within 30 days.
The Assembly must deliberate in the first useful call.
Members who carry out voluntary work are insured for illnesses, accidents and for civil liability towards third parties pursuant to art. 18 of Legislative Decree 117/2017.
In the event of extinction or dissolution, the remaining assets are devolved, unless otherwise required by law, to other entities of the Third sector, in accordance with the provisions of art. 9 of Legislative Decree117/2017.
In case of registration in RUNTS, the opinion of the same is mandatory for the purpose of devolving the assets. If the Association has legal personality and registered in the register of companies, it can establish one or more assets destined for aspecific business pursuant to and for the purposes of articles 2447-bis and following of the Civil Code.
For what is not foreseen by the present statute, reference is made to the regulations in force on the subject and to the general principles of the legal system. The statute is evaluated according to the rules of interpretation of contracts and according to the criteria of article 12 ofthe pre-laws of the Civil Code.