STATUTE

Art. 1 – Constitution

The volunteer Organization, “Whanau”, which will hereafter be referred to as “the Organization” is constituted following Italian law. The Organization is governed by this Statute and adopts the following Italian legislation as a reference framework “la legge quadro del volontariato 266/91, la l.r. della Lombardia 1/08 “testo unico delle leggi regionali in materia di volontariato, cooperazione sociale, associazionismo e società di mutuo soccorso” and the general principles of law regarding non-profit Organizations of social utility. The content and structure of the Organization are based on the principles of solidarity, transparency and democracy which allow the effective participation of the team in the activities of “the Organization”. The duration of the Organization is not limited. The Organization is based in VIA 1 VALLA, 27100 PAVIA. The Board of Directors, may decide to maintain their headquarters in the same city, and set up branches and separate units in other cities of the Lombardy Region, without entailing amendment to this statute.

Art. 2 –Purpose

The Organization, in nature non-profit and through the direct personal and voluntary actions of its members, pursues exclusively charitable purposes. The Organization, in view of this agreement strives to achieve the following purposes: to pursue educational purposes with activities aimed at improving approaches in the following areas: youth formation (through sport and education) and education in preventable communicable diseases. To achieve the purposes enshrined in the statute, “the Organization” proposes to: 1. Educate through sports activities in loco; 2. Promote social health prevention through counseling and informative activities in loco; 3. Promote education through recreational activities in loco. In order to carry out these activities, the Organization relies significantly on the direct actions conducted by its non-paid volunteer members. The Organization may not engage in activities other than those listed above with the exception of those closely linked (integral) or ancillary to the statutory ones. The Organization cannot conduct business unless it is marginal (eg. fundraising is acceptable), and in the manner and within the limits of the current legislation.

Art. 3 – Admission to “the Organization”

All natural and legal persons, associations or Organizations that are interested in the realization of the institutional goals and share the expressed purposes, the spirit and ideals of the institution, who have submitted a written application and paid any membership fees that may be established by the Assembly will be considered members of the nonprofit “Organization”. Those who intend to join “the Organization” must specifically address their request to the Board of Directors and state that they share the same aims and commitment to approve and observe the Statute and any regulations of “the Organization”. The Board of Directors will review applications for admission in the order received and within sixty days of receipt deliberate their entry into the registry of members of “the Organization”. In the absence of any notification of acceptance or rejection, the application according to the terms applied, shall be considered granted.

In case of refusal, the Board is required to provide the reasons for refusal. In the case of expressed denial, the Board must provide their reasons in a clear manner to the person receiving notification of refusal. Within thirty days of receipt of the communication an appeal may be submitted to the Assembly of members who must decide on the subject at the next scheduled meeting. The decision is final. There are different categories of members: a) founders, are those who founded the association by signing the act of constitution; b) ordinary members, those who share the goals of the association and work to achieve them according to their personal service and by paying membership fees, if required; c) supporting members: institutions, legal persons, associations, foundations without legal authority and those individuals who share the aims of the association and want to support them by providing a monetary contribution, or by providing professional services of particular importance or providing material or intangible goods. They do not have voting rights, nor can they be elected.

Art. 4 – Organization Membership

Any limitation of participation in the Organization is expressly prohibited, except in the case of right of withdrawal. A uniform discipline applies to all members regarding the relationship between the Organization and Organization’s functions. All members of legal age, in good standing who have paid their membership fees, shall enjoy the right to vote and may be elected. All members have equal rights and duties. There is no limit in the number of members. The membership fee is non-transferable and cannot be reimbursed. The activities performed by the members are provided free of charge and cannot be reimbursed by the beneficiary. Members can only be reimbursed for the actual costs incurred while providing services, according to appropriate parameters, previously established by the Board of Directors and approved by the Assembly; these parameters apply to all members. The members’ activities are incompatible with any form of subordinate or autonomous paid employment and with any other relationship involving association assets. The modalities for implementation of this agreement will be governed by regulations approved by the Assembly.

Art. 5 – Loss of membership

Membership shall be terminated by death, withdrawal or exclusion in accordance with this Statute.

5.1 Withdrawal

Anyone who adheres as a volunteer to the Organization may give notice of his/her intention to withdraw from the list of participants at any time. The termination is effective from the moment the Board of Directors receives notification of said intention to withdraw. Members that do not submit their intention to withdraw by December 31st will be considered members for the following year and are required to pay the annual Organization fees, if any.

5.2 Exclusion

In case of default of payment obligations or other serious grounds, anyone involved in the Organization can be excluded with a justified resolution of the Board of Directors. The Assembly must ratify the resolution adopted by the Board of Directors to exclude the member in the manner governed by Article 7 of this Statute. The exclusion will go into effect from the thirtieth day following the notification of the decision to exclude, which must state the reasons why the exclusion was deliberated. In the event that the excluded person does not agree with the reasons for exclusion, he/she may appeal to the Assembly of members who must decide on the subject at the next scheduled meeting. The decision is final.

Art . 6 – Corporate Organization

The organs of the Organization: Assembly members; Board of Directors; President; Vice President; Secretary; Treasurer. All officers are elected and do not receive monetary compensation for the performance of their duties.

Art. 7 – Meeting of the members

7.1 The Assembly is composed of all the volunteer members of the Organization and is the sovereign body of the Organization itself. Meetings are chaired by the President, in his absence, the Vice-President; in the absence of both, by a member appointed by the Assembly. The Assembly is convened by the President, following a resolution of the Board, at least twice a year to approve the Financial Balance Sheet (in the four months following the close of the financial year) and Financial Balance Sheet estimate for the following year (during the last two months of the year). The Board of Directors’ President shall convene a General Meeting by written notice, letter, fax, e-mail, stating the place, day and time of the meeting both first and second convocations and the agenda, to be sent to all members at the addresses registered by the Organization, who are in compliance with the payment of membership dues, at least 10 days before the meeting. The Assembly must also be convened by substantiated request, the same must be signed by at least two Directors or one tenth of the members. The Assembly may be held in a place other than the registered office, or elsewhere in Italy.

7.2 Validity of the Assembly. In order to be considered valid, 51% percent (one half of the members plus one) of the members must be present at the first convocation of the Assembly. For the second convocation, the Meeting is validly constituted regardless of the number of members present. The second meeting may take place on the same day as the first.

7.3 Voting. All members regularly enrolled and in good standing with the payment of annual dues to the Organization (if any) are entitled to attend meetings and to vote. Each member is entitled to one vote; members of legal age have the right to vote on the approval and amendments of the Statutes and Regulations, on the appointment of the governing bodies of the Organization and to approve the performance of the Financial Balance Sheet and for any other decision by the Board of Directors or decisions referred to the Assembly. There shall be no voting by post. There shall be no voting by proxy. Ordinary resolutions will be decided upon by simple majority of those present, in both first and second convocations. For the validity of resolutions by Extraordinary Assembly, see article 16 of this Statute.

7.4 Assembly areas of resolution. The Assembly shall: – elect and dismiss the President; – Elect the Board members; – Approve the Financial Balance sheet and the related activity report both drawn up by the Board of Directors; – Approve the general guidelines, the program of activities and its cost estimate proposed by the Board of Directors; – Discuss and approve any regulations prepared by the Board of Directors for the operation of the Organization; – Approve the proposed payment of fees determined by the Board of Directors; – Ratify urgent measures of the Assembly adopted by the Board of Directors; – Deliberate on the responsibility of the directors; – Decide on the disqualification of members; – Address issues raised by applicants or proposals by the Board of Directors; – Deliberate on amendments to this Statute; – Approve the dissolution and liquidation of the Organization and the disposal of its property; – Discuss and decide upon all matters on the agenda. At each Assembly, the minutes of the meetings and the registration of members must be prepared in writing. Decisions of the Assembly are binding for all members.

Art. 8 – Board of Directors

8.1 The Board of Directors is elected by the members of the Assembly and is composed of a minimum of three and a maximum of nine members. Appointees remain in office for three years and members may be reappointed. They are removed from the Board if absent for three consecutive unjustified meetings. At its first meeting, the Board of Directors shall elect the Vice President, Secretary and Treasurer from among its members. In the event of resignation or death of a President, the Board shall appoint a new President at the next meeting with a request to validate the nomination at the first annual meeting. Appointments of this type shall expire with the other components of the Board of Directors. These are all non-paid appointments.

8.2 Convocation, validity and voting. The Board of Directors shall be convened in writing by the President at least once every three months and when requested by at least one third of the members.

The notice shall state the place, date, time and agenda of the meeting and be sent to all Board Members registered by the Organization, either by fax or email, at least 5 days before the meeting. Notification must be delivered at least three days before the meeting. Outside experts may be invited to attend the meeting. The Board of Directors is chaired by the President, in his absence the Vice-President, in the absence of both, the longest standing among the members present shall preside. The meetings of the Board are valid when there is a majority of its elected members. Resolutions are passed by a simple majority of those present; in the event of a tie, the presiding chairman shall make the final decision. The minutes of each meeting must be prepared in writing and recorded in the register of the Board of Directors.

8.3 Responsibilities of the Board of Directors: – carry out all routine and extraordinary administrative acts; – Lay down the rules for the functioning of the Organization; – Submit the program of activities with relative cost estimates for approval by the Assembly, where possible by the end of December each year; – Submit the activity report with its Financial Balance Sheet for approval by the Assembly by the end of April for the previous year in question; – Determine the work program based on the guidelines contained in the general program approved by the Assembly, promote and coordinate the activities and authorize expenditures; – Elect the Vice President, Secretary and Treasurer; – Accept or reject applications from prospective members; – Deliberate on the exclusion of members; – Propose any new regulations for the functioning of the Association and the governing bodies; – At the next scheduled meeting, ratify any necessary or urgent measures adopted by the Board of Directors; – Hire necessary staff to maintain continuity in management where tasks cannot be ensured by members, however within the limits allowed by the availability of funds; – Set up working groups whose coordinators, if they have do not have the right to vote, shall be invited to attend meetings of the General Assembly in an advisory capacity; – Appoint the President, if necessary, according to the dimensions of the association.

Art. 9 – The President

The President is the legal representative of the Organization and has the power of attorney representing the Organization with regard to third parties and legal matters; the President is authorized to accept and deposit donations of any kind for any reason from public and private bodies or Organizations, the President may issue and release receipts; the President chairs the Assembly and the Board of Directors and is responsible for the execution of their resolutions, monitors good administrative practices of the Organization, verifying compliance with the Statute and Regulations, and promoting reform if the need arises. The President signs the minutes and is responsible for the transfer and custody of the Organization minutes. The President has the power to appoint lawyers and attorneys in active and passive disputes regarding the Organization before any judicial authority or Administration; the President presides over meetings of the Assembly and the Board of Directors; in case of urgent matters the President takes the necessary measures to present the matter to the Board of Directors, and subject them to ratification at its next meeting. If the Board of Directors, for any valid reason, fails to ratify such measures, the President has the power to do so.

Art. 10 – The Vice President

In case of the President’s absence, or any impediment to perform his/her duties, the duties of the President shall be carried out by the Vice President, who shall address the Board of Directors for the approval of any relevant resolution. The signature of the Vice President shall satisfy full proof of absence or impediment of the President regarding Organization members, third parties and public officials.

Art. 11 – The Treasurer

The Treasurer is responsible for the Organization’s administration and financial management; in particular, the Organization’s finances and bookkeeping. The Treasurer is responsible for drawing up the Financial Balance Sheet and budget on the basis of decisions made by the Board of Directors. Given the tasks of the Treasurer, he/she has the authority to work with banks and post offices, including the authority to open or close bank accounts, write checks, make withdrawals, endorse checks for collection and perform any operation related to the tasks assigned by the statutory bodies. The Treasurer has the authority to sign for amounts within the limits previously defined by the Board of Directors.

Art. 12 – The Secretary

The Secretary is responsible for keeping the minutes of the meetings of the Council and Assembly; these are to be transcribed to the register entrusted to his/her custody.

Art . 13 – Income and Expenses of the Organization

The proceeds of the Organization shall consist of: membership fees, bequests, donations, contributions from public and private fundraising, income from conventions, interest income, operating surpluses. The expenses of the Organization shall consist of: direct operating costs, overheads, personnel costs, insurance, volunteer initiatives, photocopies, brochure design for dissemination purposes, training, membership in Organizations, amortization, interest expenses. Bequests are accepted by the Board of Directors, with discretion, in keeping with the statutory purposes of the Organization. The President implements the decisions of acceptance and fulfills legal requirements. The conventions are accepted by the Board of Directors authorizing the President to take all necessary steps for their completion.

Art. 14 – Financial Cash Flow Statement

The operating budget of the Organization coincides with the calendar year and ends on December 31st each year. For each project, a financial quote and a final financial statement shall be prepared. The Financial Statement must include goods, contributions and bequests received and expenses incurred. Within the first four months of each year, the Board of Directors shall be convened to prepare the final operating financial statement for the previous year to be approved by the Assembly. During the last two months of each year, the Board of Members shall be convened to prepare the operating financial budget for the next year, to be approved by the Assembly. The statements must be deposited at the headquarters fifteen days prior to the Meeting convened for their approval, and made available to all members. The expenses for photocopies shall be covered by the applicant requesting said copies.

Art . 15 – Surplus Funds

The Organization is forbidden to distribute, even indirectly, profits or operating surpluses, however denominated, as well as funds, reserves or capital during the life of the Organization itself, unless the destination or distribution is imposed by law or made to other Non-profit Organisations of Social Utility (NPO) that by law, statute or regulation are part of the same unitary structure. The Organization has the obligation to utilize profits and operating surpluses for the institutional activities and those directly connected to them.

Art . 16 – Liability and Insurance

The members of the Organization shall be insured for illness, accidents and for third party liability. The Organization responds with its own assets, for the damage caused by the breach of agreements or contracts. The Organization, after deliberation by the Board of Directors, may pay for damages arising from contractual liability or civil liability.

Art. 17 – Amendments to the Constitution and the Dissolution of the Organization

Proposed amendments to the Statute may be submitted to the Assembly by the Board of Directors and / or by at least one-tenth of the members. Resolutions shall be heard and are approved at Non-Scheduled Meetings with this specific agenda with the presence of at least three-quarters of its members and the majority vote of those present. The dissolution and liquidation of the Organization can be proposed by the Board of Directors. The resolution shall be approved by the Assembly convened with this specific agenda and with the vote of at least three-quarters of its members at either the first or second meeting. The Organization has the obligation to transfer its assets to other volunteer Organizations operating in the same or a similar field, in reference to Article 3, paragraph 190 of Law 23, December 1996 No. 662, in compliance with applicable laws, unless otherwise required by law at the time of dissolution. In no case can the Organization assets, earnings and reserves be distributed to its members.

Art . 18 – Reference sources

For matters not covered by these Articles, reference is made to the applicable laws on the subject, with particular reference to Legislation no. 266/91 of the Italian Civil Code, the Lombardy Regional legislation 1/08, the Legislative Decree n. 460 from December 4, 1997, and their possible variations.