The Statute of Terredelsud 

The Terredelsud Association has been founded with the purpose to near the world of Research and Technology to the people and the neediest territories.  

 The criterion that will be pursued is that of Sustainable Development and therefore of precise assistance in line with social and territorial vocations.  

STATUTE ASSOCIATION - NPO
"SOUTHERNLAND"
TITLE I
Name - Location - Duration

Art. 1. - E 'consists, to bring the International Research and Technology within the territories and peoples in greatest need in order to make them, according to the criteria of Sustainable Development, a target in respect of vocational social and spatial, an association not to for-profit called "Terredelsud-ONLUS". The association - the tax - assume the status of non-profit organization of social adopting the acronym NPO according to DL No 460/97 and subsequent amendments and additions.

Art. 2. - The association has its registered office at the premises of the National Council Conafi-Doctors Agronomists and Forestry - sites in Via Po No 22 (ZIP code 00198), which is sponsored, just acting council of 01-02-2008.
By decision of the Governing Council will be set up offices and / or administrative elsewhere in the country and internationally.

Art. 3. - The association has an unlimited period of time.

TITLE II
The purpose and object

Art. 4. - The association - in pursuing exclusive purpose of social solidarity - is proposed:
1. creating a culture aimed at safeguarding the typical human and territorial biodiversity in general, global environmental heritage;
2. awareness of every person to promote policies of support to countries with serious socioeconomic and environmental issues;
3. the creation of an observatory on the policies of governments on Sustainable Development and with a particular attention to maintaining their balance of man and nature;
4. the creation of a connection between the demand and supply of services, resources and issues relating to people, places, areas suffering for the implementation of a cultural, socio-economic and technology is no longer sustainable, and the reorganization and the satisfaction demands and needs of men, territories, organizations and institutions concerned;
5. the promotion of research and its applications in various technical fields of Sustainable Development, thermodynamic systems and socio-economic compatible with these;
6. organization, promotion and sponsorship of congresses, conferences, seminars, conferences and meetings between those who engage in the activities mentioned above (sub.5), and the promotion of contacts between associations and national and international institutions -- operating in related areas - in order to coordinate the work towards common objectives;
7. the publication and dissemination of scientific and procedural models in the disciplines mentioned above;
8. training, deployment and dissemination of the disciplines mentioned above, in all places-schools, universities (specifically with reference to the faculties of Agriculture Italian) cultural centers-where this is essential for the acquisition of a new conscience consistent with the statutory purposes of the association;
9. The debate on the issues of training and education of a culture that respects these principles;
10. activation of a network of partnerships with public and private agencies working for the advancement of a culture that respects the principles of human resources and environmental issues already on the territory and to urge the creation of others;
11. conducting any scientific, cultural and operational deemed useful to achieve social purposes, the realization of its goals the association can be used every resource of technological, scientific, human, computer science.
Art. 5. - At the end of the achievement of its statutory purposes set out in Article 4 above, the association's activities will therefore subject to the protection and exploitation of nature and the environment - with the exception of the activities carried on in the collection and recycling of municipal waste, special and dangerous - through:
- Services of design, implementation, management and maintenance environment. In particular: recovery of natural areas and / or landscape compromises; renaturalisation environmental activities and management of forestry, agricultural activities and management, integration of landscape and environmental infrastructure; landscape analysis and spatial planning ecological land use environmental assessment imppatto; furniture urban;
- Use of agricultural, forestry, environmental, landscape and geo-soil;
- Environmental education, promotion and organization of courses, conferences, seminars, debates to introduce or deepen scientific and environmental issues preparation and management of preparation courses and refresher courses for teachers, youth and socio-cultural production of information and documentation for educational activities;
- The establishment and operation of an information center, research and information open to public or private entities and individuals;
- Editing, translation, distribution of handouts, magazines, books and other material information and documentation of scientific and environmental;
The association to achieve those objectives - in addition to the activities mentioned above esemplificatamente - can perform any activity related and / or ancillary to those listed above, and do all acts and conclude all trades nature of securities and real estate and guarantor or necessary useful to the achievement of social purposes and with reference to the social.

TITLE III
Board members and
Art. 6. - Membership
Members are divided into two categories:
- Founders
- Ordinary
They may be members who, natural or legal persons, sharing the aims of the association, together with their practical implementation and use the services of the same association.
Founding members are those who have participated in the formation of this group.
They are ordinary people who annually renew their commitment and associations that use the services of the association.
The association has the power to appoint honorary members chosen from those who have distinguished themselves for gestures and actions of overriding significance in relation to cultural and institutional of the same association. It is understood that these shareholders do not exercise voting rights, nor passive and active electorate, nor be required to pay the annual fee.
The application for admission to ordinary member of individuals or legal case on submission of an application accompanied by a curriculum vitae or a legislative act or in the case of legal persons and this proposal must be approved by the Governing Council majority.
Legal entities are represented in combination by a person delegated.
All members are required to contribute to the life of the association with the annual membership determined by the board of directors at the beginning of each business year: the shares shall be determined on the basis of social programs and plan of services delivered.
Art. 7. - Organs of
They are organs of:
- Members of the House;
- The Governing Council;
- President;
- Vice-President;
- The Auditor General Admission.
The Assembly is convened in ordinary session at least once a year by April 30 through notices to be sent at least 15 days before the due date and in special session whenever it is deemed appropriate by the Governing Council or is requested by at least one third of the members.
Each member is entitled to one vote. It is not permissible delegation.
One third of members entitled to vote may demand the convening of the assembly.
In this case must be convened within 20 days of the request.
These duties of 'meeting:
a) deliberate on general of the association;
b) approve the annual budget statement and quote;
c) appoint the members of the board according to the criteria established by Article 8 and the auditor single, setting the fees for this engagement;
d) decide on any matter submitted by the Governing Council;
e) change the statutes and adopt internal rules on the proposal of the Governing Council;
The ordinary meetings shall be convened with in the first half plus one of the partners and in second call whatever the number of members.
The meetings are extraordinary sound with the participation of at least one third of members, are not allowed voting by proxy.
The deliberations of the Assembly, is sitting in ordinary and extraordinary are valid when achieve the majority of votes of members present and voting, except in special cases under this statute.
Art. 8. - Board of Directors
The Governing Council is vested with powers of ordinary and extraordinary administration with respect to claims programmatic General Assembly.
The Governing Council will consist of 5 members, of which:
- 3 directors nominated by members of the councilors in people Conafi as further defined in paragraph 8.1;
- 2 councilors elected by including at least one of the founders and the remaining even among ordinary;

8.1. Under the High Patronage Conafi right granted by the acting council, 3 / 5 of the members of the Executive Council are reserved to advisers of Conafi, National Council of the Order of Doctors Doctors Agronomists and Forestry, and the same will be identified for Their next formal investiture by the elected House: among them will be given the same President Conafi. The designation, for the appointment, will take place at the beginning of each consiliatura Conafi and these members will remain in office until the natural expiration of the mandate of the National Counselors, notwithstanding the hypothesis of early loss of office, namely before the expiry of the mandate Conafi, that will be considered as the cause for revocation of law even office as members of the board of directors of the association, giving the same Conafi the right to state councilors substitutes.
Out of 8.2 cases of replacement of Councilors Conafi, where an adviser to the Association to cease from office for any reason will be the first to co-opt non-elected, taking the place of the first result candidate not elected in the same category (for the founding and for ordinary), failing to co-opt names will be called a new election to replace Councilor category missing in the Council.
The new member so designated shall remain in office until the forfeiture of the Council.
8.3 In the first meeting the Governing Council elects the President and Vice President, according to the criteria established art. 9 of this statute and the Treasurer and Secretary.
The post of secretary and treasurer can be attributed to the same person.
The board of directors remain in office five years and its components are re-elected.
At the end of consiliatura, the Council is convened by outgoing President and chaired by himself until the appointment of new President will happen in respect of the period of seven days.
In case of failure at the end above, the functions of the President will be exercised by senior adviser neo-elected.
8.4 The Council for:
a) the management and administration of the Association;
b) preparing the annual report including the work program;
c) the compilation of financial statements prior survey;
d) the proposed initiatives to be submitted to the Assembly;
e) the realization activity in art. 4;
f) the appointment of Boards of study or with specific assignments;
g) the appointment of committees drafting and / or scientific or how many others you deem necessary to achieve the social goals;
h) the amount of shares.
The Board of Directors may delegate some functions to a committee or an executive director, subject to the approval of a regulation which will govern the composition, duties and mode of operation.
8.5 The Governing Council is convened at the initiative of the President or at the request of at least two components, the place of the meeting and at the headquarters of the legal unless there are objective reasons of necessity and opportunity to convene elsewhere.
The meeting notice must be made no less than seven days before the meeting indicating the main topics to be addressed;
8.6 The meeting is invalid if it is missing most of the components. The deliberations of the Governing Council shall be valid if approved by majority vote.
8.7 To the members of the board of directors may be paid annual emoluments individual does not exceed the maximum compensation provided by the decree of President of the Republic on October 10 1994 n. 645 and Decree Law No 21 June 1995 239, converted by Law No 3 August 1995 336 and subsequent amendments and additions to the President of the Board of Auditors of the company.
Art. 9. - President - Vice President
The president is directly elected by the Governing Council, between the same components in the first session it can be re-elected.
The office of President can not be attributed to advisers indicated by Conafi.
The President represents the association, convene and preside over the Assembly and the Governing Council.
The President has the signature and the representation of the Association and is appointed by the Governing Council.
The office of Vice President will be given by the Governing Council, in law, one of three councilors indicated by Conafi; Vice President covers the functions of the President in case of unavailability of these.
Art. 10. - Secretary
Collaborate with the President in implementing the resolutions of the corporate bodies and relationships with members, with other scientific groups, organizations and individuals.
Its task is to draw the minutes of meetings of the Assembly and the Governing Council, and to keep all company documents.
Art. 11 - Treasurer
It provides financial management which is responsible to the President and to the Council, also has the task of setting up and providing all the information and records needed for the Budget and Accounts.
Art. 12 - The Auditor single
The Auditor single accounts is chosen by those who are registered with the Audit Committee established by the Ministry of Justice.
The auditor is responsible for checking the books of Social and keeping the accounts.
It acts on its own initiative, at the request of an organ, or even written report of a single shareholder.
The auditor shall report annually to the report with written and distributed to all members.
The work of the auditor must be contained only in special register.
It lasts five years in office and is re-elected.
Art. 13 - barred from the post of founding or ordinary.
Members no longer belong to the association withdrawal, revocation, exclusion and cause of death, extinction of the function legal bankruptcy.
The founding or ordinary, beyond the cases under Articles. 14 and 15, engaged in activities contrary to those mentioned Article. 4, is subject to evaluation by the Governing Council, which unquestionably decide on possible revocation of a shareholder.
May withdraw request that the member is unable to work and / or participate in the pursuit of social goals.
The withdrawal is declared by the Governing Council, firm commitments that the member has under way with the association.
Art. 14. - It can be revoked engagement:
a) who has lost the requirements for admission;
b) that it is no longer able to compete in any way to the achievement of social purposes.
c) not to intervene at three consecutive meetings without just cause.
Art. 15. - It may not be the partner:
a) engaged in activities contrary to those of the association;
b) not complying with the decisions of the competent bodies;
c) without just cause not time to fulfill commitments under any title to the association, including those relating to the payment of the fee.
The exclusion is approved by the Governing Council after the member has been disputed that can justify the exclusion in writing with the assignment of a period of thirty days for any counter.

TITLE IV

Statutory changes
Art. 16 - Amendments to the Staff
The statutes can be amended only with the resolution of the special session in the presence of at least ¾ (three quarters) members and the vote of at least a majority of members present.
The proposed changes may be made by the Governing Council or at least ¾ of members who subscribe to the reasoned proposal.
Where the proposals to amend the statute comes from the Conafi adviser on the staff of this, they need to act prior authorization of the National Council.
The proposals must be properly explained brought to the attention of members at least thirty days before the convening of the Assembly.
TITLE V
Heritage - Financial Year

Art. 17. - Capital is the amount of the membership fees, from annual membership, from any association additional contributions, donations and any asset that can be achieved in compliance with current legislation.
Expenditure needed for operating the association will be with the mandatory annual contributions of members and with the proceeds of social activities.
The Company's financial year runs from 1 January to 31 December each year.
L 'Assembly must approve the budget before April 30 each year.
The profits and surpluses in the management are never distributed among the members even indirectly, unless the destination or distribution are not imposed by law or are made for other NPO that by law, statute or regulation should be part of and the same unit structure.
The annual operating surpluses will be used exclusively for implementing the institutional activities and those directly related.
Art. 18. - Share social
The fee is determined by social on the proposal of the Governing Council and must be paid within three months from the start of each calendar year of the Treasurer or payment in c / c of the Association.
The share paid by the social body must be not less than ten times higher than that paid by the individual.
The share is not transferable or revaluation, nor transferable, nor refundable.
In the case of arrears, after the deadline above, the following special shareholder reminder, is revoked.
TITLE VI
Dissolution and liquidation
Art. 19 - Dissolution of
In the event of termination for any cause of the residual patrimony and any surplus arising from the liquidation after payment of any liabilities, should be devolved to the institutions and bodies with as NPO or for public use after the body Control in art. 3 paragraph 190 of the Law No. 23.12.1996 662.
The dissolution is proposed by the Extraordinary and subsequently ratified by referendum and vote for at least three fourths of all members.
In this case, the Assembly will appoint a Board of three liquidators and determine the allocation of equity resulting from the liquidation of another association with similar purposes or for public use, after the monitoring authority established by law and save target set by law.
Although not required by this statute will have to refer to laws.
TITLE VII
Arbitration clause
Art. 20. - Members are obliged to refer to arbitration decision resolving all disputes between members and between members and association that arise on the application and interpretation of the provisions of this statute, and regulations in any deliberations in ordinary social bodies. The arbitration panel is composed of three members, one appointed by the party uses to arbitration, one appointed by the other party (the Association or the member in case of disputes between the partners) and the third appointed by the other two arbitrators; in the absence of agreement, the President of the Court of Rome.
Art. 21. - Final
E 'is forbidden to divide among the members, even indirectly, useful or scrap management, funds, reserves or capital. These can be used only for activities related to support of social-and never-to individuals at institutions that fall in voluntary programs of the association.

Art. 22. - For anything not covered by this statute Reference is made to special laws and Chapter II and III of Title II of Book I of the Civil Code.