Social Statute ASD FairPlay “Massimo Bertoni”

 Social Statute

Article 1. Name and Registered Office

Pursuant to Title I, Chapter III, Article 36 and following of the Civil Code, as well as this Statute, an Association is established under the name:

Fair Play – Massimo Bertoni
Amateur Sports Association
Registered Office: Duino Aurisina (TS) (Postal Code 34011), Località Visogliano, n° 9Q5
Tax Code – 01303480329
VAT Number - 01303480329

The Association may establish branch offices or operational and/or secondary offices in locations deemed appropriate to better achieve its social purposes.

Article 2 – Purpose and Object

2.1 The Association is non-political and non-profit.

2.2 During the life of the Association, management surpluses, funds, reserves, or capital may not be distributed, even indirectly or deferred, in compliance with the provisions set forth in Article 8 of Legislative Decree 36/2021 and subsequent amendments.

2.3 The Association's primary and stable purpose is the organization and management of amateur sports activities, including training, teaching, preparation, and assistance for amateur sports activities.

2.4 To achieve its social purpose, the Association may practice and promote the dissemination of any amateur sports discipline recognized by CONI and CIP through affiliation with F.S.N., D.S.A., and E.P.S. recognized by CONI and CIP. Once it has obtained recognition for sporting purposes by the designated sports authority, its main and stable goal is the development and dissemination of amateur sports activities as a means of psycho-physical and moral education for its members, through the management of any form of amateur, competitive, recreational, or other motor activity (including disciplines for differently-abled individuals related to their practiced sports), suitable for promoting knowledge and practice of the aforementioned disciplines. The Association, primarily and stably practicing skiing (in all its variations), adheres to F.I.S.I. (Italian Winter Sports Federation), and sailing (in all its variations), adheres to F.I.V. (Italian Sailing Federation), as well as other Federations or Sports Promotion Bodies recognized by CONI, covering the following sports disciplines: tennis, skating, mountain biking, swimming, archery, gymnastics (in all its variations), recreational activities (parties, workshops, and excursions), horse riding (in all its variations), skateboarding, stand-up paddleboarding, windsurfing, swimming, slackline, yoga-fitness, sports massage, and bio-natural disciplines.

2.5 The above-mentioned activities may also be supported by subsidiary and ancillary activities, such as babysitting, to ensure the possibility of sports practice even for young couples or grandparents responsible for young children and adolescents.

2.6 The above-mentioned disciplines are considered in all their forms and specialties, both Olympic and non-Olympic, including those provided for in the Paralympic sector.

2.7 To better achieve its social purposes, the Association may, among other things, purchase real estate and undertake the management, operation, and ordinary maintenance of sports facilities and equipment authorized for the practice of the aforementioned sports, as well as conduct educational activities for initiation, updating, and improvement in the practice of the sports disciplines contemplated.

2.8 At its premises, where conditions permit, the Association may carry out recreational activities in favor of its members, including, if applicable, the management of a refreshment and recreational area.

2.9 The Association is also characterized by the democratic structure, the equality of rights of all members, and the electability of active and passive associative offices. It must predominantly rely on the voluntary, personal, and free services of its members; however, to ensure the regular functioning of the structures or to qualify and specialize its activities, it may hire employees and/or use self-employed workers, as well as provide compensation for specific technical services, in addition to reimbursing expenses incurred on its behalf and for the fulfillment of its functions.

2.10 The Association unconditionally accepts the rules and directives of CONI, as well as the statutes and regulations of the Italian Winter Sports Federation (FISI), the Italian Sailing Federation (F.I.V.), and/or any E.P.S. to which it may request affiliation. It commits to unconditionally accept any disciplinary measures that the competent bodies of the mentioned Federations may adopt against it, as well as the decisions that the federal authorities may take in all technical and disciplinary disputes related to the sports activities practiced.

2.11 The statutes and regulations of the Federations regarding the organization and management of affiliated Societies and Associations are therefore an integral part of this Statute.

2.12 The Association commits to guaranteeing the voting rights of its registered athletes and coaches in the relevant Federal Assemblies.

2.13 Through affiliation, the Association will request registration in the Register of Amateur Sports Activities to certify its amateur nature for all legal purposes. From the moment of its recognition, it will adopt the provisions issued by the Affiliated Bodies (FSN, DSA, EPS) for combating gender-based violence pursuant to Article 16 of Legislative Decree 39/21.

Article 3 – Duration

The Association has an unlimited duration and may also be dissolved early by resolution of the Extraordinary General Assembly of members. In the event of early dissolution, all resolutions passed by the Assembly must be implemented unless otherwise decided by the Assembly itself, which must also provide for the effects of ongoing resolutions.

Article 4 - Application for Membership

4.1 Any natural person, whether Italian or foreign, of any gender, age, or ethnicity, who participates, even occasionally, in the social, recreational, or sports activities organized by the Association and who submits an application, may become a Member of the Association. Members must uphold an irreproachable moral, civil, and sporting conduct. For sporting purposes, irreproachable conduct shall be understood, by way of example and not limitation, as behavior in line with the principles of fairness, integrity, and sportsmanship in all interactions related to sports activities. Members must refrain from any form of sports misconduct and from any undue public statements that could harm the dignity, decorum, or prestige of the Association, the relevant Sports Federations, and their governing bodies. No time or operational limitations are imposed on the associative relationship or the rights deriving from it.

4.2 Anyone wishing to join the Association must submit an application using the official form provided by the Governing Body of the Association. There is no limit on the number of Members.

4.3 Membership status, once effectively acquired upon submission of the application, may be suspended by the Governing Council, whose decision must always be justified. Appeals against such decisions may be submitted to the General Assembly of Members.

4.4 In the case of a membership application submitted by a minor, in accordance with Article 16 of Legislative Decree 36/2021, the application must be countersigned by the holder of parental authority or another legally designated individual, as per Article 316 of the Civil Code. The parent or legal guardian signing the application represents the minor in all dealings with the Association and assumes responsibility for all obligations of the minor Member. If the minor is 14 years old or older, they must also sign the application, in accordance with the second paragraph of Article 16 of the aforementioned decree.

4.5 Membership fees are non-transferable and non-refundable.

4.6 The Association must register all practicing sports members with F.I.S.I., F.I.V., and/or any other Sports Promotion Entities with which it may seek affiliation.

Article 5 - Members' Rights

5.1 All adult members, upon admission, have the right to participate in social assemblies, including active and passive voting rights. This right is automatically acquired by minor members at the first assembly held after they reach the age of majority, as per Article 16, first paragraph, of Legislative Decree 36/2021. Until then, all rights are exercised by their legal representative, as specified in Article 4.4 above.

5.2 Adult members also have the right to hold official positions within the Association, provided they meet the requirements set forth in paragraph 2 of Article 17.

5.3 Membership grants the right to participate in all activities organized by the Governing Council and to access the Association’s facilities, according to the terms set forth in the relevant regulations.

5.4 No distinctions may be made between members, even if different categories are established to assign specific titles, such as Founding Member, Sports Member, etc.

Article 6 - Members' Duties

6.1 Members, including minors, are required to pay membership fees by the deadline set by the Assembly or the Governing Council. They must also comply with the Association’s Statute, regulations, and any resolutions adopted by the Governing Council.

Article 7 - Termination of Membership

7.1 Membership in the Association may be terminated in the following cases:

A) Voluntary resignation, which must be communicated via registered mail, PEC (certified email), or WhatsApp by the strict deadline of November 30, and will take effect the following year.

B) Failure to pay the membership fee for more than two months after the due date.

C) Expulsion, decided by an absolute majority of the Governing Council, for actions deemed dishonorable within or outside the Association, or for conduct that hinders the proper functioning of the Association.

D) Dissolution of the Association, as provided for in Article 25 of this Statute.

7.2 Expulsion, as stated in point C, must be ratified by the Ordinary Assembly. During this assembly, the expelled member must be summoned and will have the opportunity to present their case. The expulsion remains suspended until the assembly has taken place.

7.3 An expelled member cannot be readmitted and is not entitled to any refund of the annual membership fee, whether in full or in part.

Article 8 - Governing Bodies

8.1 The governing bodies of the Association are:
a) The General Assembly of Members
b) The President
c) The Governing Council
d) The Board of Auditors or a Sole Auditor (if appointed)

Article 9 - Functioning of the Assembly

9.1 The General Assembly of Members is the highest decision-making body of the Association and is convened in both ordinary and extraordinary sessions.

9.2 When duly convened and constituted, it represents the entirety of the membership, and its resolutions, once validly adopted, are binding on all members, including those absent or dissenting.

9.3 The convening of an extraordinary assembly may be requested from the Governing Council by:

a) At least half plus one of the members in good standing with their membership fee at the time of the request, proposing an agenda. In this case, convening the Assembly is a mandatory act for the Governing Council.

b) At least half plus one of the members of the Governing Council.

9.4 The Governing Council must convene the Assembly within ten (10) days of the request and must hold the meeting within the following thirty (30) days, at the Association’s headquarters or another suitable location ensuring maximum participation, including online.

9.5 Assemblies are chaired by the President of the Governing Council. In the event of their absence or impediment, the Vice President or another legitimately attending member elected by the majority of those present shall preside.

9.6 The Assembly appoints a Secretary and, if necessary, two scrutineers. In elections for official positions, candidates for those positions may not serve as scrutineers.

9.7 A Secretary is not required if the Assembly minutes are drafted by a notary.

9.8 The President directs discussions and determines voting methods and procedures.

9.9 Minutes must be drafted for each Assembly, signed by the President, the Secretary, and, if appointed, the two scrutineers. A copy must be made available to all members in the manner deemed most appropriate by the Governing Council to ensure maximum dissemination.

Article 10 - Participation Rights

10.1 Only members in good standing with their annual membership fees and not subject to disciplinary actions may participate in ordinary and extraordinary assemblies.

10.2 All members have the right to vote. The Governing Council shall determine the list of members entitled to vote. Appeals against this decision must be submitted before the Assembly takes place.

10.3 Each member may represent only one other member in the Assembly by written proxy.

Article 11 – Ordinary Assembly

11.1 The convening of the Ordinary Assembly shall take place at least eight days before the set date by posting a notice at the association’s headquarters and operational offices or by notifying members via ordinary mail, electronic mail, fax, telegram, or WhatsApp (with delivery receipt), or equivalent electronic applications, or by publishing the notice on the Association’s official website, where each member can access it using their personal credentials. The notice of the assembly must specify the date, place, and time of the meeting, as well as the agenda.

11.2 The assembly must be convened by the Board of Directors and called by the President at least once a year, within four months of the end of the financial year, for the approval of the financial statement and for the review of the budget forecast.

11.3 The assembly has the authority to deliberate on the Association’s general policies and directives, as well as the approval of internal regulations, the appointment of the governing bodies, and all matters related to the life and affairs of the Association that do not fall under the competence of the Extraordinary Assembly and that are legitimately submitted for its examination pursuant to Article 9.

Article 12 – Validity of the Assembly

12.1 The Ordinary Assembly is validly constituted in the first call with the presence of the absolute majority of the members entitled to vote and validly deliberates with the favorable vote of the majority of those present. Each member is entitled to one vote.

12.2 The Extraordinary Assembly, in the first call, is validly constituted when two-thirds of the members entitled to vote are present and deliberates with the favorable vote of the majority of those present.

12.3 One hour after the first call, both the Ordinary and the Extraordinary Assembly will be validly constituted regardless of the number of members present. In an Ordinary session, decisions will be taken with the majority (50+1) of those present, while in an Extraordinary session, decisions will require the favorable vote of two-thirds of those present. Pursuant to Article 21 of the Civil Code, to dissolve the Association and allocate its assets, the favorable vote of at least three-quarters of the members is required. If this quorum is not reached, decisions will be made with the majorities required for the Extraordinary Assembly convened in the Second Call.

Article 13 – Extraordinary Assembly

13.1 The Extraordinary Assembly must be convened by the Board of Directors at least 15 days before the meeting by posting a notice at the association’s headquarters or by notifying members via ordinary mail, electronic mail, fax, telegram, WhatsApp (with delivery receipt), or equivalent electronic applications, or by publishing the notice on the Association’s official website, where each member can access it using their personal credentials. The notice of the assembly must specify the date, place, and time of the meeting, as well as the agenda.

13.2 The Extraordinary Assembly deliberates on the following matters: approval and amendments of the social statute; acts and contracts relating to real estate property rights; appointment and replacement of elective governing bodies if their dissolution compromises the functioning and management of the Association; dissolution of the Association and the liquidation procedures.

Article 14 – The President

14.1 The President directs the Association and oversees its functioning, respecting the autonomy of the other governing bodies. The President is the legal representative of the Association in all circumstances.

Article 15 – The Vice President

15.1 The Vice President replaces the President in case of absence or temporary impediment and in any duties expressly delegated to them.

Article 16 – The Secretary

16.1 The Secretary executes the decisions of the President and the Board of Directors, drafts the minutes of the meetings, manages correspondence, and, as Treasurer, administers the Association’s finances, keeps the accounting books, and handles collections and payments as authorized by the Board of Directors.

Article 17 – Board of Directors

17.1 The Board of Directors consists of a variable number of three to seven members, determined by the Assembly of Members at each election. The members, including the President, are elected by the Assembly. Within the Board, one or more Vice Presidents and the Secretary, who may also act as Treasurer (unless a separate Treasurer is appointed), are appointed. The Board remains in office for four years, and its members may be re-elected. Decisions are made by a majority vote. In the event of a tie, the President's vote prevails.

17.2 Both members and non-members with specific qualifications may hold office, provided they are duly registered with one of the Federations mentioned above. If they are members, they must be up to date with membership fees, be of legal age, not hold office in other amateur sports associations within the same Federations, have no final convictions for non-negligent crimes, and not have been subject to disqualifications or suspensions exceeding one year by CONI or any other national sports federations, associated disciplines, or promotional entities affiliated with it.

17.3 The Board of Directors is validly constituted with the presence of the majority of its members and deliberates validly with the favorable vote of the majority of those present.

17.4 In the event of a tie, the President's vote is decisive.

17.5 Board resolutions must be recorded in minutes signed by the chair of the meeting and the Secretary. These minutes must be made available to all members in a manner deemed most appropriate by the Board of Directors to ensure widespread dissemination.

Article 18 – Resignations

18.1 If one or more Board members leave office during the term, but fewer than half of the total members, the remaining members shall appoint substitutes in order of votes received by non-elected candidates, provided they obtained at least half the votes of the last elected member. If no such candidates exist, the Board will continue with the remaining members until the next Assembly, where new elections will be held to replace the missing members for the remainder of the term.

18.2 If the President is unable to fulfill their duties, the Vice President shall assume their functions until a new President is elected at the next Assembly.

18.3 If the majority of the Board members resign, the entire Board shall be considered dissolved, and the President must immediately convene the Ordinary Assembly to elect a new Board.

18.4 If the President resigns, the entire Board shall be considered dissolved, and the Ordinary Assembly must be convened immediately to elect a new Board. Until the new Board is formed, the outgoing Board will continue to handle urgent and routine administrative matters.

Article 19 – Convening the Board

19.1 The Board of Directors meets whenever the President deems it necessary or at the request of at least half of its members, without formalities.

Article 20 – Duties of the Board of Directors

20.1 The Board of Directors is responsible for:
a) Deciding on membership applications;
b) Drafting the budget forecast and financial statement to be submitted to the Assembly;
c) Setting the dates for the Ordinary Assembly, which must be held at least once a year, and convening the Extraordinary Assembly as required by Article 9, paragraph 3;
d) Drafting internal regulations for social activities, subject to Assembly approval;
e) Taking disciplinary measures, including expulsion, against members if necessary;
f) Implementing the goals set in the statute and enforcing Assembly decisions.

Article 21 – Financial Statement

21.1 The Board of Directors prepares the Association’s financial statement, both forecasted and final, for Assembly approval. The final financial statement must provide a clear picture of the Association’s financial situation, ensuring transparency for members. It must be made available to all members along with the Ordinary Assembly notice.

Article 22 – Fiscal Year

22.1 The fiscal year runs from January 1 to December 31, except for the 2025 fiscal year, which follows a transitional period from November 1, 2024, to October 31, 2025, as per the previous statute.

Article 23 – Assets

23.1 The Association’s financial resources consist of membership fees, contributions from institutions and associations, donations, proceeds from organized activities, and voluntary contributions in cash or goods from members.

Article 24 – Sections

24.1 The Assembly may establish local sections to better achieve the Association’s objectives.

Article 25 – Arbitration Clause

25.1 Disputes between the Association and its members or among members shall be resolved exclusively by an arbitration panel following the rules of FISI, FIV, and/or other affiliated sports promotion bodies.

Articolo 25 - Clausola compromissoria

25.1 Tutte le controversie insorgenti tra l'Associazione ed i soci e tra i soci medesimi saranno devolute all'esclusiva competenza di un collegio arbitrale costituito secondo le regole previste dalla FISI, dalla FIV e/o dagli eventuali E.P.S. ai quali dovesse chiedere l’Aggregazione/Affiliazione

Article 26 - Dissolution

26.1 The dissolution of the Association shall be decided by the general assembly of members, convened in an extraordinary session and validly constituted with the presence of at least 3/4 of the members entitled to vote. Approval, both in the first and second call, requires the affirmative vote of at least 3/4 of the members, casting only their personal vote, with proxy votes excluded. Similarly, a request for an extraordinary general assembly by members for the purpose of dissolving the Association must be submitted by at least 3/4 of the voting members, with proxy votes excluded.

26.2 Upon dissolution of the Association, the assembly shall determine, in consultation with the competent authority, the allocation of any remaining assets.

26.3 The remaining assets shall be allocated to another association that pursues sports-related objectives, unless otherwise required by law.

Article 27 - Reference Clause

27.1 For any matters not expressly provided for in this statute, the provisions of the statutes and regulations of the Italian Winter Sports Federation (FISI), the Italian Sailing Federation (FIV), and/or other Federations to which the Association may be affiliated shall apply, as well as the provisions of the Third Sector Law and, subsidiarily, the provisions of the Civil Code.