STATUTE AND ARTICLES OF NON-PROFIT ASSOCIATION FOR SOCIAL DEVELOPMENT “LEZIONI DI BACIO”

SECTION I - ESTABLISHMENT, NAME AND PURPOSE

Article 1 - Establishment, Registered Office, Name
The “Lezioni di bacio” social group is hereby established (hereinafter also referred to as the "Association") as a non-political, non-profit organization.
The Association headquarters is established by the Board of Directors. For the pursuit of its aims and objectives, the group can equip itself with solutions and an organizational, operational and local framework, deemed most appropriate from time to time.
The Association is currently headquartered in Via Torino 56H, 30035 Mirano (Venice), Italy and may establish, or close, secondary offices or sections in other cities in Italy or abroad by resolution of the Board.

Article 2 - Purposes
The purpose of the “Lezioni di Bacio” Association, is to illustrate, discuss, and review for educational, cultural, and social development, topics related to love life, the approach with people, as well as social and emotional relationships arising from the social practice of kissing.
The Association promotes knowledge, teaching and reviewing of the kiss and its techniques which lead to the sharing of standards, uniformity of assessments and behaviour, to pragmatism, to the group's approaches to field theories, to exchange and social comparison, to relationship between attitudes and behaviours and their change, the concept of social relations, primary and secondary socialization, the individual's identity and the construction of the self, interpersonal relationships in adulthood, cultural contexts and communications skills, the other's perspective and non-verbal communication.
To pursue the aforementioned social development purposes, the Association provides the:

• Posting and dissemination of online educational and illustrative material about the associative cultural purposes through which it will promote discussion, criticism and a deeper understanding of the statutory purposes (Video and audio tutorials, directions, suggestions and summary of specialised texts, other...)

• Organizing events related to the association's cultural purposes that will be promoted through discussion, review and a deeper knowledge of the statutory purposes (Online conferences, webcasts, interviews, events in dedicated places, round tables, conferences, exhibitions, study days, workshops, exhibitions, other...)

• Organizing and promoting social initiatives related to the Association's cultural purposes through which it will promote discussion, criticism and a deeper understanding of the statutory purposes (Initiatives to enhance member involvement, consulting and collaborative initiatives with other groups, organizations and libraries)

• Promoting advanced knowledge and culture and the exchange of reciprocal experiences and ideas by conducting publishing and cultural activities in Italy and abroad and promoting initiatives for a deeper understanding of the statutory purposes;

The life of the Association, membership and member involvement shall be primarily managed through the use of new network technologies and new multimedia.

The Association is not for profit, but is based on self-financing, donations and contributions by Public and Private Entities. Allocation of profits, surplus, distribution of funds or any assets among shareholders is expressly prohibited. The Association may carry out any other activities linked or similar to the Association's corporate purposes, as well as perform all acts and close all contractual operations of a real estate, securities, industrial and financial nature, as necessary and useful to pursue those purposes and, in any case, directly or indirectly connected to the same.
The Association may, on an ancillary basis, carry out commercial activities for the pursuit of its corporate purposes. The Association shall allocate all funds raised to achieving its corporate purposes.

SECTION II - MEMBERS

Article 3 - Members' Rights
All members shall be eligible to participate in the life of the Association and shall submit an application to the Board of Directors, which has the right to accept or reject said application without any obligation to disclose the reasons, pursuant to the criteria established by internal regulations. The application shall include the declaration of acceptance of the Statute and resolutions by the Governing Bodies.
Membership with the Association is free and voluntary, but requires observance of the decisions made by its Governing Bodies in accordance with its statutory powers, and proper conduct in both internal relations with other members or those with third parties. All members shall have equal voting rights for approval and statutory changes and regulations, as well as for the appointment of governing bodies. The number of members is unlimited. Temporary participation in the Association is excluded. Members are not entitled to any honorarium, except for the reimbursement of expenses effectively incurred and duly documented in the carrying out of activities decided by the Board of Directors.
Members have the right to participate without cost in the activities of the Association. To cover the costs of certain initiatives planned and promoted by the Association, special fundraising fees may be asked only of the members interested. Upon his/her annual registration, the member volunteers express acceptance of the Association's specific form of governance, as defined in the Statute and Regulations. Foreign individuals may also be members.

Article 4 - Member Duties
Joining the Association entails the member's obligation to observe this Articles of Association, its regulations, implementation orders and resolutions by the Governing Bodies.

Article 5 - Non-transferability of membership.
Dues and/or membership fees and entitlement to membership are non-transferable both between the living and when caused by death.

Article 6 - Membership Dues
The annual membership fee is waived for the first year and will be subsequently determined by the Board

Article 7 - Termination of Membership status
Membership status will be lost for failure to renew, non-payment, due to resignation or expulsion for serious reasons arising from demeanor conflicting with the spirit and purposes of the Association, by behaviours which morally or physically harm or foment discord within the Group, as well as behaviours that offend the decorum or honor of the individual members and administrators.
Members whose participation in the Association is discontinued for any reason lose all claims to its assets and any dues paid.

SECTION III - STRUCTURE OF THE ASSOCIATION

Article 8 - Governing Bodies of the Association
The Association's Governing Bodies include:
- The Shareholders' Meeting
- The Board of Directors
- The Chairman
- The Vice Chairman

Article 9 - The Shareholder's Meeting
The Shareholders' Meeting, whether ordinary or extraordinary, is the sovereign governing body and can make all decisions necessary for the proper operation of the Association. Its decisions are binding on all members, even those dissenting. All adult members may participate. Although underage members could attend the meeting, they may only express advisory opinions.
The Shareholder's meeting will be convened and managed through the use of new network technologies and new media, through online communications or through online posting of the agenda at least seven days before the set date of the online meeting.
The Shareholders' Meeting elects the members of the Board and approves the final balance sheet for the previous year, the preliminary balance sheet for the current year and internal regulations; it proceeds to any statutory changes proposed by the Board of Directors.
All members in good standing shall be entitled to attend the Shareholder's Meeting. Shareholders' Meetings are regularly established and shall deliberate by majority pursuant to Art. 21 of the Italian Civil Code.

Article 10 - The Board of Directors
The Association is run by a Board of Directors comprising the Chairman, the Vice Chairman and a Secretary, who also serves as Treasurer.
The officers are, in principle, not entitled to any regular compensation except reimbursement of expenses actually incurred and duly documented. However, administrators and organisers may receive fees or payments in connection with activities carried out by the Association.
In addition, it is possible that the Association may hire staff, which may include its founding members. The Board of Directors draws up any motions for submittal to the Shareholders' Meeting; implements the Shareholders' Meeting decisions; prepares the Association's preliminary and final balance sheets; drafts plans for social activities based on the guidelines approved by the Shareholders' Meeting; makes decisions relating to membership dues; sets the expenditures forecast; represents members' petitions; evaluates applications and decides on the admission of new members; resolutions, by majority, the suspension or expulsion of certain members; selects the location of the Shareholders' Meeting; draws up the mandatory compliance rules; resolutions on the Association's participation in other Agencies and Public and Private Bodies.
All resolutions shall be noted in the meeting minutes book of the Board of Directors and shall be made available online for a period of ten days after the completion of the Board's session. Resolutions are adopted by simple majority; in case of a tie, the Chairperson's vote shall serve as the tiebreaker.
The Board of Directors shall meet at least once every six months and whenever there is a need or requirement for at least two thirds of its members. The Board of Directors may call a Shareholders' Meeting whenever it deems appropriate.
To promote and share the knowledge of membership activities, the Board of Directors may also send free invitations to non-members.

Article 11 - The Chairman
The Chairman is the Association's Legal Representative. He/she has signatory powers before third parties and represents the Association in a court of law. In case of absence or impediment, he/she is replaced by the Vice Chairman. The Chairman shall implement the decisions of the Board of Directors and the Assembly; in an emergency he/she shall exercise the powers of the Board subject to ratification by the latter at the first meeting. The Chairman convenes and presides over the Shareholders' Meeting and Board of Directors.
The Chairperson may enter into contracts or agreements on behalf of the Association and may also assign to other shareholders the authority to enter into contracts or partake in actions on behalf of the Association.
The Chairperson may be remunerated by the Association for their administrative and management activities.

TITLE IV - ASSETS AND BALANCE SHEETS

Article 12 - Assets
The Association's assets, indivisible, shall consist of:
• Membership dues;
• Income from the provision of various services to members and third parties with marginal activities of commercial nature;
• Contributions, donations and bequests;

During the life of the Association, no profits or operating surpluses, funds, reserves or capital may be distributed to shareholders.

Article 13 - Fiscal Year and Balance Sheets
Annually, the Board of Directors is mandated to draw up a preliminary and final balance sheet which must be approved by shareholders. The Board of Directors shall convene the Shareholders' Meeting to approve the final balance sheet by March 31 of the following year.
The fiscal year coincides with the calendar year, i.e. it begins on January 1 and ends on December 31 of each year.
Its economic report should inform about the Association's economic and financial situation with a separate indication of commercial activity potentially implemented alongside the institutional activities.
Within 15 days preceding approval, the balance sheet shall be posted online to be viewed by all members.

SECTION V - DISSOLUTION OF ASSOCIATION AND OFFICERS' TERMS

Article 14 - Dissolution
The dissolution of the Association may be decided every year by the Chairman jointly with a 2/3 majority of the members of the Board of Directors. ln this case, a liquidator shall be selected for post-dissolution activities and surplus asset allocation shall be approved.
Any surplus shall in any case be transferred to other groups with similar purposes or allocated for public benefit.

Article 15 - Officer's Terms
The officer's term of office is five years and officers may be re-elected. At the end of the fifth year, membership officers can apply for the positions of Chairman and Vice Chairman provided that they have been members of the Association for at least 5 consecutive years.

Final regulation
Although not specifically addressed in these Articles of Association, all Italian Civil Code provisions and Current Law, as applicable, shall prevail.

The Association "LEZIONI DI BACIO" for VIRALKISS® 2016
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