Chapter I – Name, legal nature, headquarters, duration of the association

Art. 1 ASSOCIATION “IL GIOCATTOLO”, hereinafter referred to as the Association, is a Romanian legal person under private law, non-profit, apolitical, founded in accordance with government ordinance no. 26/2000.

Art. 2 In terms of the right to establish associations, the following founding members allow the establishment of the Association:

Farina Gianluca, born in Parma on 02.26.1956, resident in Parma, via Langhirano no. 498, with identity card no. AM 4443456 issued by the Municipality of Parma on 09.25.2006.
Vigo Maria Grazia, born in Sondrio on 03.27.1943, resident in Milan, via F.Ferrucci no. AO 0680913 issued by the Municipality of Milan on 24.10.2007.
Rossi Silvio, born in Reggio Emilia on 27.07.1963, resident in Quattro Castella (RE), via Filippo Turati n.18, with passport n. A886609 issued by the Police of Reggio Emilia on 22.07. 2003.
Concari Gianpaolo, born in Salerno on 14.08.1964, resident in Soragna (PR), via Trento nr. 7/a, with identity card n. AN 7082986 issued by the Municipality of Soragna on 14.06.2008.

Art. 3 The association has its headquarters in Anina – Bradet BL. 14, Ap. 9, Jud Caras-Severin (Romania).

The association may establish branches and subsidiaries in the country and abroad and may open offices in the country or abroad. The association may affiliate with national or foreign federations or confederations.

Art. 4 The association will operate for an indefinite period; dissolution and termination will be implemented according to the provisions of the law in force and of this statute.

Chapter II – The purpose, objectives and activities of the Association

Art. 5 The purpose of the Association is to carry out, promote and develop specialization activities in the socio-humanitarian, health and cultural fields.

All members share at least one of the assumptions indicated in the “Code of Ethics”, which lists the reference values that gave rise to the Association, which is kept at the headquarters of the Association and given to each member.

Art. 6 The achievement of this purpose will be pursued through the following general objectives, of the type (non-exhaustive list):

a) support (in all forms) to people, and in particular children, who are in difficulty (material or psychological);
b) support (in all forms) to humanitarian organizations that deal with people in difficulty;
c) training, education and awareness of public opinion regarding the situation of people in difficulty;
d) training and improvement of operators in the socio-humanitarian, cultural, health and environmental fields but also in fields connected to them.

Art. 7 The achievement of these objectives will be achieved through the implementation of some activities of the type (non-exhaustive list):

a) creation, or support for the creation, of projects and services/institutes with a social and/or educational nature for children, adolescents, the elderly, families, victims of human trafficking and different forms of violence, sick people, poor people, socially marginalized people and groups, etc. (residential centers, schools, kindergartens, day centers, family homes, nursery centers, shelters for the elderly, workshops, sheltered workshops, alternative work for children/people with disabilities, medical services, listening centers, abandonment prevention services, alternative services to those of institutionalization of children, services for children who are victims of human trafficking, services for emigrants, occupational therapy centers, parental empowerment centers, labor market integration services, citizen information centers, etc.);
b) promotion of national and international volunteering;
c) implementation, in developing countries, of interventions aimed at those who find themselves in difficulty;
d) programs of an economic or work-related nature in different fields;
e) creation and subsequent support in the design of work activities, in any case based on respect for moral, ethical and environmental principles;
f) implementation of some recreational and educational activities for and with young people;
g) promotion of responsible education that is attentive to ecological and sustainable economic issues;
h) promotion of national and international civil service;
i) organization of courses and summer schools for the growth of general knowledge that can improve the quality of life;
j) provision of services in agreement with local, international or supranational bodies and organizations;
k) training and improvement of operators in the tourism sector;
l) research activities, particularly in the social, health and socio-humanitarian sectors;
m) planning, implementation, coordination and training activities in the field of creativity and development of health and health protection projects, including public assistance activities, clinics, local assistance and first aid points;
n) the implementation of theatrical, cinematographic and artistic activities in general, for the promotion and development of structured activities; therefore the training and preparation of young people in the context of these activities;
o) editorial activities through the publication and distribution of newspapers, and in multimedia form (disseminated in all forms, both print and electronic format and future technologies);
p) participation in other associations, organizations, groups, cooperatives, NGOs;
q) participation in commercial companies that put into practice the purpose for which the Association was created.

Chapter III – Assets and resources of the Association

Art. 8 At the date of incorporation, the assets of the Association are 20,000.00 Lei (twenty thousand/00 Lei) allocated by the founders, through the deed of incorporation, to the realization of the aforementioned purposes.

Art. 9 The Association’s income comes from:

a) contributions from members;
b) percentages and dividends resulting from the use of available sums, under the conditions provided by law;
c) shares from dividends of founded commercial companies;
d) profits made from direct economic activities;
e) donations, sponsorships or promises of payment;
f) resources obtained from the state budget and/or local budget (or from local, international or supranational entities and organizations, such as the European Union, the UN, etc.);
g) other profits provided by law.

Art.10 The Association may open accounts in any bank in Romania and abroad, respecting the legislation in force. Financial transactions may be carried out with the signature of the President/Coordinator or of a person delegated to the President/Coordinator through a written proxy.

Chapter IV – Members of the Association

Art. 11 The Association is composed of the following categories of members:

a) active members (including founding members);
b) supporting members;
c) sympathizing members;
d) honorary members.

Art. 12 Upon the President’s proposal, the General Assembly may grant the title of honorary members to those people who have made an important contribution to the development of the Association.

Art. 13 To acquire the status of active member of the Association, the following steps must be completed:

a) written motivation;
b) active involvement in the activities carried out by the Association;
c) proposal to the General Assembly for nomination as an active member, through evaluation of motivation and an interview.

Art. 14 Founding members are active members according to the statute.

Art. 15 Active members other than founding members are appointed, upon proposal of the President, following a decision of the General Assembly of Members, on the basis of a report adopted by the Board of Directors.

Art. 16 Persons who support the interests of the Association may become supporting members and/or sympathizing members. Authorization is given by the President upon written request made by each member (supporter/sympathizer), to the Board of Directors.

Art. 17 All members have the following rights:

a) choose and be chosen in the management bodies of the Association, in accordance with the provisions of this statute, with the exception of honorary members;
b) participate in events organized by the Association, under the conditions established by the Board of Directors;
c) propose measures to improve the activities and to achieve the objectives of the Association;
d) address themselves directly to all the bodies of the Association and at the same time receive the information requested;
e) receive, for various merits, honorary diplomas or other non-monetary rewards, upon proposal of the President/Coordinator and after approval of the Board of Directors;
f) participate in the development and implementation of the Association’s actions, in accordance with the member’s statute;
g) use the material and information bases of the Association;
h) benefit from all the services provided by the Association and intended for members;
i) benefit from all discounts for all the services provided by the Association and intended for different natural and legal persons who are not members, in accordance with the decisions of the Board of Directors;
j) use the quality of “member of the Il Giocattoli Association” next to their name.

Art. 18 All members have the following duties:

a) comply with the rules of the statute and the decisions of the Association’s management bodies;
b) take action to achieve the purpose and objectives of the Association;
c) promote the standards, principles and image of the Association;
d) contribute to the implementation of the actions proposed by the Association;
e) respect the ethical standards and principles of professional ethics;
f) respect the standards and recommendations of the Association;
g) not carry out political activities at the same time and during events organized by the Association;
h) contribute to the formation and development of a database and information on the Association;
i) participate, at the request of the Board of Directors, in meetings and events initiated by the governing bodies of the Association, in professional activities, as well as in the meetings of the constituent bodies to which they belong;
j) maintain the confidentiality of information.

Art. 19 The loss of the status of member, regardless of the category in which it is classified, occurs if one of the following conditions occurs:

a) request of the members: the loss of the status of member occurs automatically at the time of registration of the request;
b) absence without a justified reason after three consecutive calls to the General Assembly.
c) The loss of the status of member occurs by decision of the General Assembly of exclusion from the Association with behavior that demonstrates, in fact, disinterest and/or that compromises the interests and prestige of the Association; the loss of the status of member occurs by decision of the General Assembly on the basis of evidence.

Art. 20 The person who renounces the status of member or is excluded by the General Assembly cannot claim the return of the material contribution, regardless of the form in which it was offered to the Association. The movable and immovable assets, given for use to the Association and those on which the person, who was a member of the Association, has retained title of ownership, may be returned.

Chapter V – Management (Governance), Administration and Control

Art. 21 The governing, administrative and control bodies of the Association are: the General Assembly, the Board of Directors and the Censor or the Commission of Censors, as the case may be.

A. The General Assembly

Art. 22 The General Assembly is the supreme governing body of the Association, made up of active members, who each have one vote.
If a member is a legal person, it will be represented by its legal representative or by a delegate of the latter, indicated in advance.

Art. 23 The General Assembly will meet twice a year in ordinary session, and whenever necessary, an extraordinary meeting will be called.
The ordinary General Assembly is called upon the initiative of the President or upon request of the majority of the Board of Directors.
The extraordinary General Assembly is called upon the initiative of the President or upon request of the majority of the Board of Directors or by at least one third of the total number of active members.
The General Assembly is called by the President of the Board of Directors, who decides the exact date, place and agenda of the meeting at least fifteen days before the meeting. In case of inactivity, a member of the Board of Directors will proceed.

Art. 24 The assembly can be called in Romania or in all European countries.

Art. 25 The General Assembly has legal value in the presence of half plus one of the total active members and decisions are taken with the consent of two thirds of the active members present. In the event that the General Assembly does not reach the legal quorum at the first call, it will be called for a second call after two weeks respecting the rules of this statute and decisions will be adopted with half plus one of the total active members present, regardless of the number.
Decisions on changes to the statute, dissolution and termination will be taken in the presence of two thirds of the total active members, with the vote of two thirds of all active members of the General Assembly of the Association.

Art. 26 The General Assembly has the following functions:

a) amendment of the articles of association of the Association (extraordinary session);
b) approval of the strategy and policy proposed by the Board of Directors;
c) approval of the Association’s Operating Regulations and any other internal act of the Organization;
d) selection and dismissal of the Board of Directors, the President and the Censors’ Commission;
e) admission and expulsion of active members of the Association;
f) decision to grant the title of honorary member, on the proposal of the President;
g) establishes the criteria for membership and exclusion from the Association;
h) approves the annual budget and the budget review of the previous year, on the basis of the elements of the Board of Directors and the opinion of the Censors’ Commission;
i) establishes the quota and the payment period of the membership fee and the quota of the registration fee and approves the report of the Board of Directors and, respectively, of the Censors’ Commission, on the management of the period in question;
j) decides on the establishment of branches and subsidiaries, as well as affiliations to federations and confederations;
k) approves the dissolution of the Association, appoints the liquidators and decides on the destination of the assets upon dissolution;
l) regulates, in relation to the achievement of the purpose of the Association, any other activity not prohibited by this statute and by law.

The General Assembly may delegate part of its functions to the Board of Directors.

B. The Board of Directors

Art. 27 The Board of Directors is the current governing body of the Association.

The Board of Directors is made up of:
a) President;
b) Vice President;
c) General Secretary.
d) The number of members of the Board of Directors may be increased by decision of the General Assembly.

Art. 28 The term of office of the members of the Board of Directors is 3 years, with the possibility of re-election.

The quality of member of the Board of Directors is exercised personally, delegation to other persons for the exercise of rights or for the implementation of functions relating to this qualification is not permitted.

Art. 29 The Board of Directors meets in ordinary session, in Romania or in all European states, once every three months; extraordinary sessions are convened whenever necessary.
The method and procedures for convening are found in detail in the possible Regulations for the operation of the Association.

Art. 30 The meetings of the Board of Directors are considered legally constituted if at least half plus one are present; decisions are taken by simple majority.

Art. 31 The Board of Directors has the following functions:

a) ensures the management and execution of the purposes of the Association in the same way as they are provided for in this statute and apply the strategy and policy of the Association as established by the General Assembly;

b) co-organizes the convocation of the General Assembly and prepares its agenda;
c) approves the organizational chart and the personnel policy of the Association;
d) decides on the involvement in the internal and international program as well as its implementation;
e) decides on changes regarding the location and the establishment of the work points;
f) submits the activity report, the budget draft and the budget execution to the General Assembly for approval;
g) decides on the use of the Association’s assets and reports on the actions before the General Assembly;
h) approves the acceptance of donations and promises of payment;
i) establishes the salary grid of the personnel hired under an employment contract and the level of remuneration of the collaborators;
j) proposes changes to the statute;
k) arranges for the use of some funds for various charitable actions;
l) decides on the introduction or cancellation of some sectors or functional fields of the Association;
m) establishes the amount of the membership fee;
n) carries out the decisions taken by the General Assembly.

In carrying out the decisions, the Board of Directors may use paid personnel, according to the conditions established by the General Assembly.

Art. 32 The President is chosen for a period of 3 years and has the following functions:

a) represents the Association in relations with third parties and in legal actions;
b) presides over the meetings of the Board of Directors;
c) carries out all other decisions established by the General Assembly in the exercise of its functions;
d) exercises its authority and competence entirely to pursue the achievement of the Association’s goals.

Art. 33 The President may delegate his powers (and also the representation of the Association in relations with third parties and in legal actions) for a certain period of time to a member of the Board of Directors, specifying in writing the scope, duration and limits of the competences, answering for the acts and facts of his mandate.

C. The Censor or the Commission of Censors, as the case may be

Art. 34 The Censor is an internal financial control body of the Association that is appointed by the General Assembly for a period of three years. After the appointment, the Censor enjoys independence in the exercise of the functions assigned to him.

Art. 35 For the activity carried out, the censor may receive an allowance. The censor may resign from his function with 30 days’ notice, being responsible for unexpected resignations and for any negligence in the execution of the functions. In the event of unavailability, these functions will be temporarily exercised by the powers of the General Assembly, which will decide on the replacement of the Censor within a maximum of three months.

Art. 36 In the event that the Association has more than one hundred registered members up to the date of the last meeting of the General Assembly, internal financial control is exercised by a Commission of Censors.

In carrying out its competence, the Censor or, in the other case, the Commission of Censors:

a) verifies the way in which the assets of the Association are administered;

b) prepares reports and presents them to the General Assembly;

c) may participate in the meetings of the Board of Directors without the right to vote;

d) performs all other functions provided for by the statute and/or established by the General Assembly.

Art. 37 The Commission of Censors is made up of an odd number of members, the majority of which are members. The members of the Board of Directors cannot be Censors.

Art. 38 The general rules of organization and functioning of the Commission of Censors are approved by the General Assembly. The Commission of Censors may draw up internal rules of operation.

Chapter VI – Final provisions

Art. 39 The dissolution and termination of the Association occurs in situations provided for by law.
The transfer of the assets that remain after dissolution, as a non-profit legal person, given that it is an object of activity appropriate to the Association, is decided by the General Assembly through a simple majority vote of the members present. The organizations that participated in the constitution of the Association will have priority.

Art. 40 The modifications and additions to this statute are implemented by decision of the General Assembly, in conditions of law and of this statute.

Art. 41 The rules of this statute are completed with the mandatory legal rules included in the legislation in force.

Art. 42 This deed is drawn up in ten copies, each with the value of an original.