Statute

Art. 1 – Name and headquarters

The Association “Tapirulan” hereinafter referred to as the Association, with headquarters in Piadena (CR) Via Platina n. 21, is established pursuant to articles 36 and following of the civil code.

Art. 2 – Purpose

The Association has the following aims:
a. to enhance and promote culture and the various forms in which artistic expression is manifested;
b. promote and encourage educational initiatives and training in the artistic field for members and third parties;
c. promote meetings, conferences, seminars, exhibitions of artistic works and other initiatives aimed at increasing the diffusion of the works of members or of individuals who have achieved merit in the artistic field;
d. ensure the development of a network of relationships with other associations and professional categories operating in the field of art and culture, also by making available to them one's moral and material contribution;
e. support the development and projects of deserving young artists through both moral and material contributions.
The Association is non-partisan and non-profit.

Art. 3 – Duration

The duration of the Association is indefinite.

Art. 4 – Members

The members of the Association are divided into:
a. ordinary members;
b. honorary members;
c. supporting members.
Ordinary members of the Association may be natural persons and legal persons who, recognising themselves in the aims of the Association, operate in the world of art either as disseminators or enthusiasts or as producers of works with artistic content, as well as natural persons who, due to their professional skills or demonstrated interest in the aims of the association, are considered useful for the achievement of the social aims.
Honorary members are individuals invited to join the Association by the Members' Assembly for particular professional, cultural or artistic merits.
Supporting members are individuals, entities, institutes, companies, associations that, in accordance with the purposes set out in art. 2, have benefited the Association by paying the relevant membership fee or with their own activity or with donations.
Legal entities are part of the Association through their legal representative or a delegate who is not an individual member of the association.
Participation in the life of the association cannot be temporary.

Art. 5 – Admission of Members

The admission of a new member, ordinary or supporting, is decided by the Board of Directors at its sole discretion following a written request from the interested party and according to the criteria established in the Internal Regulations of the Association.
The written request must provide all the information useful for the evaluation of admissibility by the Board of Directors.
Membership is lost by withdrawal, failure to pay the fee for at least two consecutive years or for unworthiness towards the member that materially and morally damages the association. Exclusion for failure to pay will be declared and carried out directly by the Board of Directors, unworthiness by the Assembly at the request of the Board of Directors after consulting the Board of Arbiters based on the procedure set out in art. 18.
Withdrawal is permitted to any member at any time.

Art. 6 – Members' rights

All members are entitled to:
1) to participate in all social activities;
2) to receive publications edited by the Association;
3) to take advantage of all the services that the Association, based on the activities that will be annually programmed, will make available to its members;
4) to attend the meetings of the Assembly.
Only ordinary members of age have the right to vote actively and passively within the Board of Directors and the Members' Assembly.
Each member is required to pay an annual membership fee, set at a different rate for supporting and ordinary members by the Assembly upon proposal of the Board of Directors.
Honorary members are not required to pay membership fees.

Art. 7 – Social assets and financial resources

The Association draws the means to finance its activities:
a. from the membership fees paid annually by members;
b. from donations, grants, bequests and contributions from natural persons, companies, national and international public and private entities;
c. from funds received as a result of public collections carried out occasionally, including through offers of goods of modest value or services to donors, in conjunction with celebrations, anniversaries or awareness campaigns;
d. from the proceeds deriving from the provision of services to members or third parties, from the sale of works and publications produced by the Association or from commercial activities that the association decides to undertake to raise the resources necessary to achieve the social purposes.
Payments made for any reason by deceased, resigned or excluded members will not be refunded.

Art. 8 – Corporate bodies

The bodies of the Association are:
a. the Shareholders' Meeting;
b. the Board of Directors;
c. the Chairman of the Board of Directors;
d. the Board of Arbitrators.

Art. 9 – Shareholders' Meeting

The assembly meets in ordinary and extraordinary sessions.
The ordinary assembly is responsible for:
a. the approval of the budget and the social activity program;
b. the approval of the final accounts, the allocation of the operating surplus or the resolution to cover any operating deficits;
c. the determination of membership fees following a proposal from the Board of Directors;
d. the appointment and dismissal of the President and the members of the Board of Directors and the Board of Arbitrators;
e. the approval of internal regulations upon proposal of the Board of Directors;
f. the handling of all other matters relating to the management of the company reserved to its competence by the statute, by law or submitted to its examination by the Board of Directors;
g. the admission of honorary members;
h. the determination of disciplinary measures against members of the Board of Directors following a decision by the Board of Arbitrators;
The extraordinary assembly is responsible for:
a. the modification of the Articles of Association and the Bylaws of the Association;
b. the exclusion of members when the assembly resolution is required by art. 5;
c. the dissolution of the Association, the appointment of liquidators and the attribution and revocation of their powers.
The ordinary assembly meets at least twice a year: by November for the approval of the budget and the program of social activities for the following year and by April for the approval of the final accounts of the previous year and for the allocation of operating surpluses or to deliberate on the coverage of any deficits. The Assembly must also be convened when it is deemed necessary or when a motivated request is made by at least one tenth of the members. In the latter case, if the Board of Directors does not provide for it, the convocation may be ordered by the President of the Court.
For the validity of the resolutions regarding the approval of the Budget Forecast and the Financial Statement, the relevant documents must be deposited at the Association's headquarters and published on the Association's website at least 15 days before the date set for the meeting, so that all members can view them.
The meeting is convened by the President of the Board of Directors or, in his stead, by the Vice President by means of a notice, reporting the date and place of the meeting as well as the indication of the topics discussed, which will be brought to the attention of the members at least 15 days before the set date by means of:
a. registered letter with acknowledgement of receipt;
b. a specific document in which the members, by affixing their signature, will declare that they have acquired knowledge of the aforementioned notice;
c. notice by qualified electronic mail.

Art. 10 – Validity of the meeting

The resolutions of the assembly in ordinary or extraordinary session are valid if the methods of convocation referred to in art. 9 are respected or otherwise if all the ordinary members are present (physically or by proxy).
The ordinary meeting is valid regardless of the subject to be discussed:

at the first call when the majority of ordinary members registered in the members' register are present (physically or by proxy)

in the second call regardless of the number of ordinary members present or represented

For the validity of the resolutions, an absolute majority of the votes of the members present or represented is required. In the resolutions of approval of the Financial Statement and in those that concern their responsibility, the members of the Board of Directors cannot vote, even if their voting rights are computed for the purposes of the regular constitution of the assembly.
The extraordinary meeting is validly constituted:

in the first call with the participation (physically or by proxy) of 2/3 of the ordinary members registered in the members' book

in the second call the extraordinary meeting is regularly constituted when at least 1/3 of the ordinary members present or represented are represented

For the validity of the resolutions of the extraordinary meeting, an absolute majority of the votes of the members present at the first call and a 2/3 majority at the second call are required.
In resolutions relating to the exclusion of a member, the latter may not vote in the meeting even if his right to vote will be counted for the purposes of the regular constitution of the extraordinary meeting.
For the purposes of determining the quorum for the meeting, both in extraordinary and ordinary sessions, members who are not up to date with the payment of their membership fee are counted as present.

Art. 11 – Conduct of the assembly's work

The Assembly is chaired by the President or Vice President of the Board of Directors or, in the absence of both, by the oldest director present. All members in good standing in paying the annual membership fee as well as honorary members have the right to vote in the Assembly.
The President of the Assembly appoints, from among the members, a secretary and, if he deems it appropriate, two scrutineers.
The President verifies the regularity of the convocation and the constitution of the Assembly, the right to participate and the validity of the proxies.
Minutes of the Assembly are drawn up to be recorded in the specific book of minutes of the assemblies which is signed by the President and the Secretary.
Each member entitled to vote may hold up to a maximum of two proxies; the President and the other members of the Board of Directors may not hold proxies.

Art. 12 – Board of Directors

The Association is administered by a Board of Directors consisting of the President and 3 (three) members elected by the Assembly.
The President and the councilors must be chosen from among the ordinary members.
At its first meeting, the President of the Board of Directors appoints from among its members the Vice President, the Treasurer and the Secretary.
The Vice President collaborates with the President, replaces him in case of absence or impediment and takes care of anything else the Board of Directors deems appropriate to delegate to him.
The Secretary is responsible for keeping the company books, updating them and for anything else the Board of Directors deems appropriate to delegate to him.
The Treasurer is responsible for the administration of the association's assets, for making current collections and payments and for anything else the Board of Directors deems appropriate to delegate to him.
The President, the Vice President, the Secretary and the Treasurer remain in office for 4 (four) years and are eligible for re-election without limitations.
If a member of the Board fails to attend, without justifiable reason, 2 (two) consecutive meetings of this body, the President has the power to revoke him. If the President resigns, passes away or is permanently unable to perform his duties, the directors must proceed to convene the Assembly without delay to replace him and reinstate the Board of Directors.
If a director resigns or passes away, the first of the non-elected members is appointed in his place and will remain in office until the expiration of the Board of Directors or, in his absence, a new member will be elected by the Assembly. The Board of Directors, at the expiration of its mandate, remains in office until the appointment of new members of the body.

Art. 13 – Convening of the Board of Directors

The Board of Directors is convened by the President at least once every two months or upon motivated request of a director.
The meeting is called by notice, containing the date, place of the meeting and topics discussed, to be sent to the members of the board of directors by qualified electronic mail or by registered mail with acknowledgement of receipt to be delivered at least 8 days before the meeting, which can be reduced to 2 in case of emergency.
For the validity of the resolutions, the actual presence of the majority of the members of the Council and the favorable vote of the majority of those present are required; in the event of a tie, the vote of the person presiding prevails. The Council is chaired by the President, in his absence by the Vice President, in the absence of both by the eldest of those present.
For each meeting of the Board of Directors, minutes are drawn up in the specific book of minutes of the Board of Directors which is signed by the President and the Secretary.

Art. 14 – Powers of the Board of Directors

The Board of Directors is responsible for:
a. the management and administration of the association;
b. the collection of funds to achieve the association's goals.
c. decide on the admission of ordinary and supporting members;
d. convene the meeting;
e. determine the value of the membership fees for ordinary and supporting members to bring it to the Assembly for approval;
f. prepare the draft budget and the social activity program to bring them to the Assembly for approval;
g. prepare the final account scheme and the accompanying report to submit them for approval to the assembly;
h. appoint any technical-scientific committees for the study, development and implementation of initiatives;
i. deliberate on any matter of significant interest to the Association;
l. draft the Internal Regulations of the Association to be submitted to the Assembly for approval;
m. execute the decisions of the Board of Arbiters regarding the sanctions to be imposed on members or any disputes arising within the Association.

Art. 15 – President of the Board of Directors

The President of the Association elected by the assembly is the President of the Board of Directors.
The President legally represents the Association towards third parties and in court and has the corporate signature, convenes the Board of Directors, ensures the implementation of the resolutions of the Assembly and the Council, in cases of extreme urgency exercises the powers of the Council, subject to ratification at the first council meeting.
The Vice President replaces the President in case of absence or impediment.

Art. 16 – Financial year – budget estimate and final account

The financial year ends on December 31st of each year.
The Board of Directors must submit to the Shareholders' Meeting for approval:
– the budget estimate at least by November of the financial year preceding the one to which this document refers;
– the final financial statement at least within four months of the end of the financial year.
The distribution among members of profits or operating surpluses, as well as funds, reserves or capital during the life of the association is prohibited, even indirectly and in any form, unless the destination or distribution is imposed by law.

Art. 17 – Company books and accounting records

The essential social books and accounting records that the association must keep are:
a. the members' book;
b. the book of minutes and resolutions of the Assembly;
c. the book of minutes and resolutions of the Board of Directors;
d. the social accounting journal;
e. the inventory book.
The books referred to in letters a, b and c must be duly certified before being put into use.
In the event of carrying out commercial activities, the company accounting will be aligned with the provisions of the tax legislator.

Art. 18 – Board of arbitrators

The Board of Arbitrators is composed of three members, not necessarily participants in the Association, appointed by the Assembly and remaining in office for 4 financial years. In the event that one of the members is missing, the replacement will be elected by the Assembly at the request of the Board of Directors.
Members of the Board of Directors may not be part of the Board.
The Board has the task of resolving disputes between individual members, regardless of category, between them and the Association or its bodies, between members of the various bodies and between the different bodies.
The Board also establishes and instructs, at the request of a member or of the Board of Directors, procedures against members, including members of the Board of Directors, who commit actions contrary to honor, morality or dignity, both inside and outside the Association, or who, in general, contravene the rules of this Statute or of the Association's Regulations or cause damage to the latter through their actions.
The decision of the Board will be preceded by an investigation phase, carried out after contesting the facts, and hearing the interested parties, who may present documents and briefs. At the end of the investigation, the Board of Arbiters will issue its decision on the merits of the matter in the proceedings, also specifying, in the event that the liability of the member who has damaged the Association or contravened its rules is recognized, the seriousness of the infringement and determining the possible sanction.
This decision, of which a specific report will be drawn up and signed by the members of the Board, will be transmitted to the Board of Directors, which will ensure its implementation by imposing, if required, the relevant sanction.
No appeal is allowed against the decision of the Board, except in the case of exclusion of the member or sanctions against the members of the Board of Directors, whose final decision is up to the Assembly. The Board of Arbitrators, upon expiration of its mandate, remains in office until the appointment of new members of the body.

Art. 19 – Review of the Statute and dissolution

The extraordinary session of the Members' Assembly shall decide on the revision or modification of this Statute, the dissolution of the Association and the appointment of liquidators.
The destination of any active balance of the liquidation, as well as the residual assets not disposed of, must be allocated to other non-commercial entities that pursue similar purposes, or for purposes of general or public utility, unless otherwise required by law.

Art. 20 – Postponement

For anything not provided for in this statute, reference is made to the provisions of the Civil Code and to those of other laws in force on the matter.
Cremona, 22 February 2004.

The founding members:
Fabio Toninelli, Claudio Rossetti, Michele Prosperi, Vittorio Maestroni, Marco Delmiglio, Marco Marcotti, Giovanni Baldi, Fabio Foggetti, Andrea Rampi, Andrea Radi, Federico Manfredini, Corrado Unknown

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