DENOMINATION

Art. 1 – The Social Promotion Association “MINISTERI BIBLICI IN MISSIONE – ASSOCIAZIONE DI PROMOZIONE SOCIALE”, in short “MBM – APS”, is established in the spirit of the Constitution of the Italian Republic and pursuant to art. 36 et seq. of the Civil Code, Legislative Decree 117/2017 and the relevant legislation (Third Sector Code). The unrecognized association is non-partisan, apolitical and non-denominational.

HEADQUARTERS AND DURATION

Art. 2 – The Association has its registered office in SELARGIUS, Via Campi Elisi 90, ZIP Code 09047. Any change in registered office within the Municipality approved by the Members’ Assembly does not entail a change in the bylaws. Such change must be promptly communicated to the Revenue Agency and to the Administrations that manage the registers in which it is registered.
Art. 3 – The duration of the Association is unlimited. The dissolution may be decided by the Assembly of
members.

PURPOSE

Art. 4 – The Association is governed by this statute, and acts within the limits of Legislative Decree 3 July 2017, n. 117, of the related implementing provisions, of the regional law and of the general principles of the legal system. The assembly deliberates on any implementing regulation of the statute for the regulation of the more specific organizational aspects.
The statute is interpreted according to the rules of interpretation of contracts and according to the criteria of article 12 of the preliminary provisions of the civil code.

The association, inspired by the values and teachings contained in the Bible, exclusively or mainly carries out one or more activities of general interest for the pursuit, without profit, of civic, solidarity and social utility purposes, in full respect of the freedom and dignity of the members, according to the principles of democracy and equality of rights of all members.

The activity(ies) that it proposes to carry out for the benefit of its members, their families or third parties, making prevalent use of the voluntary work of its members are:

1. organization and management of cultural, artistic or recreational activities of social interest, including activities, including editorial, for the promotion and dissemination of culture and the practice of volunteering and activities of general interest referred to in Article 5 of Legislative Decree no. 117/2017;
2. organization and management of tourist activities of social, cultural or religious interest;
3. humanitarian reception and social integration of migrants;
4. charity, long-distance support, free transfer of food or products pursuant to Law 166/2016 or provision of money, goods or services to support disadvantaged people;
5. organization and management of amateur sports activities.

In order to achieve the social purposes and the actions set out above, the Association may also carry out, by way of example and not limited to, the following activities:

– organization of initiatives, such as conferences, study days, conventions, etc., to raise public awareness on social, cultural and religious issues, encouraging dialogue, peace between peoples, love for others;

– organization and participation, directly or indirectly, in fairs, exhibitions, public/private activities or other events relating to issues of interest to the association;

– production, dissemination of editorial publications and audio-visual works (DVDs, documentaries,
films, video clips, books, magazines, etc.) on the association’s own themes;

– moral, spiritual and psycho-physical support activities for people suffering from social, family, emotional and physical problems;

– organization of amateur sports activities, including for people with disabilities, including sports training schools, amateur tournaments of any sporting discipline, group activities that have sport as a common element of union;

– organization of tourist trips that have the primary purpose of taking tourists to visit the places indicated in the Bible, located mainly on Italian territory, but also abroad, with the aim of training, explaining and spreading biblical culture in Italy, explicitly avoiding the exercise, among the associative activities, of worship and religion;

– activities of free distribution of food and/or clothing to disadvantaged and/or needy people, including migrants, political refugees, orphans;

– language courses aimed at reintegration into work and society;

– language, music, and other discipline courses aimed at citizens, with particular attention to people with disabilities;

– collaboration with other entities, associations and/or third parties in general, who have similar purposes, for the implementation of initiatives;

– establish delegations, branches, local units and similar throughout the Italian territory, in order to expand and implement the institutional activities set out in this statute;

– any other activity and secondary and instrumental initiative to activities of general interest,

as provided for by art. 6 of Legislative Decree 117/2017;

– fundraising activities, also carried out in an organized and continuous form using
both its own resources and those of third parties, pursuant to art. 7 of Legislative Decree 117/2017.

The Association may carry out activities other than those of general interest but secondary and instrumental to them, as provided for by the legislation in force on the third sector. Their identification is carried out by the Board of Directors.

To achieve these purposes, the Association may collaborate or join any public or private, local, national or international body as well as collaborate with organizations, movements or associations, with which it deems useful to have connections.

ASSETS AND SOCIAL EXERCISES

Art. 5 – The Association draws the economic resources for its operation and for the performance of its activities from:

 fees and contributions from members;

 inheritance, donation and bequests;

 contributions from the State, regions, local authorities, public bodies or institutions, also aimed at supporting specific and documented programs implemented within the scope of the statutory purposes;

 contributions from the European Union and international organizations;

 income deriving from the provision of agreed services;

 proceeds from the sale of goods and services to members and third parties, also through the performance of economic activities of a commercial nature, aimed in an auxiliary and subsidiary manner and in any case aimed at achieving the institutional objectives;

 liberal donations from members and third parties;

 income from promotional initiatives aimed at its own financing (e.g. parties, subscriptions including prize subscriptions);

 any other income permitted pursuant to Legislative Decree 117/2017.

The common fund, consisting of – by way of example and not limited to – operating surpluses, funds, reserves and all assets acquired in any capacity by the Association, can never be distributed among the members during the life of the association or upon its dissolution, pursuant to the legislation in force on the third sector.

The assets of the Association also consist of the assets purchased with such financing.

The Association is prohibited from distributing, even indirectly, profits or operating surpluses however denominated, as well as funds, reserves or capital during the life of the Association itself, unless the destination or distribution is required by law.

The Association is required to use the profits or operating surpluses to carry out institutional activities and those directly connected to them.

Art. 6 – The Member who for any reason ceases to belong to the Association, in accordance with the principle of non-transferability of the share (with the exception of transfers due to death) or membership contribution and the non-revaluation of the same, cannot recover the contributions paid, nor does he have any right to the assets of the Association.

The assets of the Association must be used exclusively for the achievement of the statutory purposes, and cannot be divided until the dissolution of the Association for any reason.

The proceeds of the activities cannot, under any circumstances, be divided among the members even in indirect and/or deferred forms.

Art. 7 – The financial year runs from 1 (one) January to 31 (thirty-one) December of each calendar year.
The final balance sheet for each financial year, drawn up pursuant to Articles 13 and 87 of Legislative Decree 117/2017, must be submitted for approval to the Members’ Assembly within 6 months of the end of the financial year. A copy of the final balance sheet will be deposited at the Association’s headquarters during the 15 (fifteen) days preceding the Assembly, so that members can view it.

The social balance sheet is drawn up in the cases and ways provided for by Article 14 of Legislative Decree 117/2017.

MEMBERS

Art. 8 – The number of Members is unlimited. Individuals, legal persons and non-profit or economic entities who share its purposes and are committed to achieving them may be Members of the Association.
Anyone wishing to be admitted as a member must apply by signing a specific application to the Board of Directors, committing to abide by this statute and to observe any regulations and resolutions adopted by the Association’s bodies. In the case of applications for admission to membership submitted by minors,

these must be countersigned by the person exercising parental authority. In the case of an application submitted by persons other than natural persons, it must be submitted by the legal representative pro-tempore of the person requesting membership. It is the duty of the Board of Directors to examine and express an opinion, within thirty days, on the application for admission. In the event that the applicationis rejected, the interested party may appeal to the President. The appeal will be decided definitively by the Members’ Assembly at its first ordinary meeting.

Members must contribute, within the limits of their possibilities, to the achievement of the statutory purposes, according to the guidelines of the governing bodies, and must also refrain from any behavior that conflicts with the purposes and rules of the Association.
Members are required to pay an annual membership fee. This fee may be modified by the Board of Directors.
Any limitation based on the temporariness and operational nature of participation in the life of the association is expressly excluded. Membership in the Association is for an indefinite period and cannot be arranged for a temporary period, without prejudice in any case to the right of withdrawal.

Art. 9 – Members are divided into:

FOUNDERS – those who participated in the establishment of the association and who are mentioned in the Articles of Association;

ORDINARY – those who, sharing the institutional and statutory purposes of the association, are committed to
achieving them;

All types of members pay the membership fee in the manner, within the deadline and for the amount established by the Board of Directors. It is expressly specified that the different classifications of members do not entail unequal treatment regarding their rights and duties towards the association.

Art. 10 – The status of member starts from the date of the resolution accepting the application. Members pay the fees determined by the Board of Directors annually, under penalty of losing the right to be a member.

Membership in the Association is free and voluntary, but commits members to respect this Statute and the resolutions taken by its representative bodies, according to the statutory powers, as well as to collaborate in the implementation of the association’s activities, with the association making use mainly of the personal, free and gratuitous contribution of members.

Art. 11 – Members have the right to participate in all association activities, to be informed about decisions and initiatives approved and in the process of being approved and to use the Association’s facilities, as established by the Internal Regulations.

Members of age also have the right to express their vote in all designated venues, in particular with regard to the approval of the budget and modification of the provisions of the Statute and any regulations and the appointment of the Association’s governing bodies.

Members also have the right to enjoy active and passive suffrage; in the case of legal persons or entities, the
right to access association positions is recognized as belonging to their legal representatives or agents.

For members of age, the right to vote in the assembly only for acts that cannot entail liability for them, even of a patrimonial nature, is exercised, until they reach the age of 18, by those exercising parental responsibility.

The association mainly uses the activities performed voluntarily, freely and gratuitously by its members to pursue its institutional goals and may, in case of particular need, hire employees or avail of self-employed workers, including by using its own members.

The status of volunteer is incompatible with any form of subordinate or self-employed employment relationship and with any other paid employment relationship with the association. The volunteer is however entitled to reimbursement of expenses actually incurred and documented for the activity performed, pursuant to the law.

Volunteer members who perform voluntary work are insured for illness, injury, and for civil liability towards third parties pursuant to art. 18 of Legislative Decree 117/2017.

Art. 12 – The status of member is lost in the following cases:

– resignation, to be communicated in writing to the Board of Directors;
– death of the member;
– forfeiture, i.e. loss of the requirements on the basis of which admission was granted;
– failure to comply with the obligations arising from this Statute.

Exclusion is decided by the Board of Directors against the Member who:

– fails to comply with the obligations arising from this Statute, any regulations and resolutions adopted by the bodies of the Association;

– carries out or attempts to carry out activities contrary to the interests of the Association;

– in any way causes or may cause serious damage, including moral, to the Association.

In any case, before proceeding with exclusion, the charges brought against him must be contested in writing to the member, allowing the right to reply.

Exclusion becomes effective from the annotation in the members’ book following the resolution adopted by the Board of Directors.

Failure to pay the annual membership fee within five months of the start of the financial year will automatically result in the member’s expiration without the need for any formality, except for a specific annotation in the members’ register.

Decisions regarding exclusion must be communicated to the recipient members by letter. Withdrawn, lapsed or excluded members are not entitled to reimbursement of the annual membership fee paid.

ASSOCIATION BODIES

Art. 13 – The Association’s bodies are:

A) the Members’ Assembly, sovereign body;
B) the Board of Directors;
C) the President of the Board of Directors;
D) the Vice President of the Board of Directors;
E) the Technical-Scientific Committee, optional body;
F) the Supervisory Body, body to be appointed pursuant to law.

No compensation is due to those who hold corporate offices, for the performance of their duties, except for the right to reimbursement for expenses incurred in fulfilling the same.

The election of the Association’s Bodies cannot be in any way constrained or limited and is based on criteria of maximum freedom of participation in the active and passive electorate, referred to in the previous art. 10.

ASSEMBLY OF MEMBERS

Art. 14 – The Assembly is made up of all members in compliance with the rules set out in this Statute and with the payment of the annual membership fee.

Art. 15 – The ordinary Assembly of members is convened by the President of the Board of Directors whenever the Board of Directors deems it necessary, and in any case at least once a year, at the registered office or in any other place.

The Assembly may also be convened if at least 30% of the members make a written request.

In the first call, the Assembly, both ordinary and extraordinary, will be regularly constituted and therefore capable of deliberating with the presence, in person or by proxy, of half plus one of the members.

In the second call, which must be held starting from the day after the first, the Assembly, both ordinary and extraordinary, is regularly constituted and therefore capable of deliberating with the participation of at least 30% of the members, present or represented by proxy. If this percentage of presence has not been reached, one hour after the time set for the meeting, the second call is in any case regularly constituted regardless of the number of members present or represented.

The resolutions of the Assembly are taken by a majority of the members entitled to vote, present or represented by proxy. The voting methods follow the principle of the single vote: one person, one vote.

In the resolutions for the approval of the budget and in those concerning their responsibility, the members of the Board of Directors do not have a vote.

For statutory changes, any sale of real estate and to deliberate on the transformation, merger or split and the dissolution and liquidation of the Association, approval by three-quarters of the members is always required.

The notice of the meeting must be sent, by registered mail or by fax, or even by email, at least 10 (ten) days before the date set for the meeting and must contain the relevant agenda, the place, date and time of the first and any second call.

Such sending is considered to have been correctly carried out if sent to the address, fax number or email address of each member as shown in the lists kept by the Association.

Each member is responsible for notifying any change in their contact details, indemnifying the Association from any notification to contact details that are no longer in existence and not promptly communicated.

Meetings are also validly constituted if held by means of audio-telecommunication, provided that all participants can be identified and such identification is recorded in the relevant minutes and that they are allowed to follow the discussion and intervene in real time in the discussion of the topics.

Members unable to attend the Assemblies may delegate a representative in writing,
who must in turn be a member of the Association. Each delegate may only represent an absent member.

Art. 16 – The Assembly meets at least once a year to approve the financial statement within six months of the end of the financial year. It also:

a) appoints the Board of Directors and any Board of Auditors;
b) takes any action to revoke the Board of Directors and any Board of Auditors or
its individual members;
c) outlines the general guidelines of the Association’s activity and the planning of the activities promoted by the same;
d) approves the regulations that govern the performance of the Association’s activity;
e) of the free on any other topic on the agenda that may be proposed by the Board or members
upon notification to the President;
f) decides on the reimbursement of expenses of the technical-scientific committee, if appointed, and the methods of payment of the same.
In extraordinary session:
i. decides on amendments to this Statute;
ii. decides on the dissolution and liquidation of the Association;
iii. decides on the possible transfer of the registered office within the same Municipality; Furthermore, it decides on all other matters delegated to it by law.

Art. 17 – The Assembly is chaired by the President of the Board of Directors. In the event of his absence or impediment, it is chaired by the Vice President or by the person designated by the Assembly itself.

It is up to the President of the Assembly to verify the regularity of the constitution of the Assembly itself, as well as the regularity of any proxies.

The President is assisted by a Secretary appointed by the Assembly.
Minutes of each meeting must be drawn up and signed by the President and the Secretary.

BOARD OF DIRECTORS – PRESIDENT

Art. 18 – The Association is administered by a Board of Directors composed of 3 (three) members, chosen from among the members and elected by the Assembly. They remain in office for 3 (three) financial years and can be re-elected. If still present, at least one member of the Board of Directors will be chosen from among the founding members.

The Board of Directors appoints from among its members the President, the Vice President, the Secretary and the Treasurer. The office of Vice President is held by the Treasurer, who will perform both functions.

If the majority of the Board of Directors is lost, the directors remaining in office must immediately convene the Assembly (approximately within 20 days) to replace the missing members.

In the event that, due to resignation or other causes, as well as in the event of removal from office due to unjustified absences for at least three consecutive times, one of the members of the Board of Directors is removed from office, the Board of Directors may provide for his/her replacement by appointing the first among those not elected at the Assembly for the renewal of the association offices, who remains in office until the expiry of the entire Board, with ratification by the immediately following Assembly of members.

In the impossibility of implementing this method, the Board will not proceed with any replacement and will convene the Assembly of members which will be responsible for electing the substitutes for the reinstatement of the body until its natural expiry.

Art. 19 – The Board of Directors is granted all the broadest powers for the ordinary and extraordinary management of the Association. The latter strictly fall within the competence of the Assembly.

The Board of Directors promotes the reform of the Statute if necessary.

The Board of Directors is convened by the President usually three times a year and in any case whenever the President deems it appropriate, or at least one third of the Directors request it. The convocation is made by letter, fax or email to be sent no less than 8 (eight) days before the meeting, which can be held either in a physical location or by teleconference, using IT and telematic tools to make it possible to understand the topics discussed and the related resolutions.

In case of urgency, with the presence of all its members and by unanimous acceptance, the Board of Directors can decide to discuss topics not included in the agenda.
For the validity of the resolutions, the presence and favorable vote of the majority of its members is sufficient. The Board is chaired by the President or, in his absence or impediment, by the Vice President.
Minutes of each meeting must be drawn up by a Secretary appointed by those present. Said minutes will be signed by the President or, in his absence or impediment, by the Vice President.

Art. 20 – The President represents the Association towards third parties in all types of relationships. He signs the Association’s deeds and accounting documents and implements the resolutions of the Board of Directors and the Assembly of members.

The President takes care of relations with national and international bodies, institutions, public and private companies and other organizations in order to establish collaborative relationships in support of the individual initiatives of the Center.
The President can represent the association in the opening, closing and modification of relationships with credit institutions, such as current accounts, investments, financing and any other contract that may be necessary. The President can delegate specific powers to other members, to be exercised for a fixed term.

In the event of resignation, the Vice President is responsible for convening the Board of Directors within 30 days for the election

and the new president.

BOARD OF DIRECTORS – VICE PRESIDENT, SECRETARY, TREASURER

Art. 21 – The Vice President replaces the President in all his duties whenever the latter is prevented from doing so.

The Secretary compiles the minutes of the meetings of the Board of Directors and the Members’ Meeting and keeps the Association’s member register updated. Furthermore, on the instructions of the President, he will send out notices of the Members’ Meetings and/or send any information among the members of the Association.

The Treasurer manages the Association’s cash. He keeps suitable accounts, keeping accounting records, invoices, etc. He prepares the final balance sheet only from an accounting point of view, with related reports to be presented to the ordinary Meeting.

TECHNICAL-SCIENTIFIC COMMITTEE

Art. 22 – The Technical-Scientific Committee, where appointed, is made up of experts with clear competence who collaborate with universities, laboratories and independent bodies both in Italy and abroad. It is made up of a minimum of 3 (three) members – also chosen from among the members – and they undertake to provide their services free of charge and are not entitled to remuneration, except for any reimbursement of expenses approved and paid according to the criteria established by the Members’ Assembly.

The Committee operates, by way of example and not limited to, in activities related to the activities of the Board of Directors through the research necessary for the conduct of certain projects, suggests the implementation of new innovative technological advances and develops research on specific topics.

SUPERVISORY BODY

Art. 23 – The Supervisory Body, established by free decision of the Assembly or in cases required by law, has a collegial or monocratic form. If it is a collegiate body, it is composed of three members and two substitutes, it remains in office for three years and its members, who can also be elected from among non-members, are eligible for re-election. At least one member and one substitute must be chosen from among the statutory auditors registered in the appropriate register.

In the first meeting after the appointment by the Assembly, the supervisory body elects the president from among its
members and establishes the methods of its functioning.

The Supervisory Body, where and if appointed:

● monitors compliance with the law, the statute and compliance with the principles of correct administration;
● monitors the adequacy of the organizational, administrative and accounting structure and its concrete
functioning;
● certifies that the social balance sheet has been drawn up in compliance with the law. The social balance sheet acknowledges
the results of the monitoring carried out;
● performs monitoring tasks for compliance with civic, solidarity and social utility purposes, with particular regard to the provisions of Articles 5 (activities of general interest), 6 (other activities), 7 (fundraising) and 8 (destination of assets and absence of profit-making purpose) of the Third Sector Code.

The Supervisory Body, when certain limits established by law are exceeded, also performs the legal audit of accounts. In this case, the supervisory body, collegiate or monocratic, is made up of legal auditors registered in the appropriate register.
Minutes of the meetings are drawn up and transcribed in a specific book.

The members of the Supervisory Body may at any time proceed with inspection and control acts and, to this end, may ask the administrators for information on the progress of the company operations or on certain business.

PUBLICITY AND TRANSPARENCY OF SOCIAL DOCUMENTS

Art. 24 – In addition to the regular keeping of the social books (Assembly, Board of Directors, Board of Auditors, Members), substantial publicity and transparency of the documents relating to the Association’s activity must be ensured, with particular reference to the annual balance sheets or reports.

Such social documents, kept at the registered office or at the consultants used by the association, must be made available to members who may request to view them from the members of the Board of Directors for consultation; anyone wishing to have a copy of the documents must bear the related costs.

PAID STAFF

Art. 25 – The social promotion association may make use of paid staff within the limits set by art. 33 of Legislative Decree 117/2017. The relationships between the association and the paid staff are governed by law and by specific regulations adopted by the social promotion organization.

DISSOLUTION AND LIQUIDATION

Art. 26 – The dissolution of the Association must be resolved by the extraordinary Assembly with the favorable vote of at least three-quarters of the members with voting rights. In the event of dissolution of the Association, the residual assets are devolved, subject to a favorable opinion from the Regional Office of the National Single Register of the Third Sector and, mandatory from the moment in which such Office is established, and subject to the destination imposed by law, to other third sector entities, as provided for by Legislative Decree 117/2017.

COMPETENT COURT AND FINAL PROVISION

Art. 27 – All disputes concerning social relationships, including those relating to the validity of Assembly resolutions, promoted by or against members, by or against the Association, by or against the Board of Directors and its Councilors, by or against the auditors, by or against the liquidators, must be referred to the conciliation procedure that will be initiated by a friendly conciliator, who will operate according to the principles of independence, impartiality and neutrality, without procedural formalities within 60 days of the appointment.

The conciliator, if not previously identified by the assembly, is appointed by mutual agreement between the contending parties and, in the absence of agreement within thirty days, by an independent Conciliation Center.
The determination reached with the assistance of the conciliator will have the effect of an agreement directly reached between the parties. In the event of a failure to reach an agreement, the dispute will be referred to the judgment of a friendly arbitrator who will judge according to equity and without procedural formalities, giving rise to informal arbitration. The arbitrator will be chosen by mutual agreement between the contending parties; in the absence of an agreement within thirty days, the appointment of the arbitrator will be made by the President of the Court of Cagliari.

Art. 28 – For anything not provided for herein, reference is made to the provisions of the Civil Code and the provisions of law in force regarding unrecognized Associations.