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ART. 1 - DENOMINATION AND DEFINITION

The name of the Association is:

"European Association Rotary for Environment - ONLUS" or, in short form, "A.E.R. A. - ONLUS" from now on.

ART. 2 - MISSION

The association has no profit purposes and exclusively pursues its aim of social solidarity and good:
a) education to the respect of the environment using incentives and scholarships;
b) the promotion and management of programs and projects made by the Rotary, aiming, in particular, at technical-economic developments in harmony with the environment;
c) presentation of operational proposals to International and National Institutions concerning the following priority themes:
- the environmental factor in every human action;
- earth, sea, water and atmosphere: their correct use and decontamination;
- urban environment: protection and correct behavior; agriculture: the environment as a resource;
- protected areas: establishment and management.
The Association cannot carry on any other activity but the ones herein above indicated as well whose activities directly related to collect funds and donations bound to the constitution of the Rotary European Foundation for the Environment and to participate in actions promoted by the Rotary International with the purpose of extending the philosophy and the scopes of the Association on a wider international basis.

ART. 3 - DURATION

The duration of the Association is unlimited with the exception of the cases foreseen in the present Statute or by the current Laws and Regulations.

ART. 4. ASSOCIATION HEAD OFFICE

The Head Office of the Association is located in Milan (Italy), Piazzale Brescia, 6.

ART. 5 - MEMBERS

Ordinary Members of the Association are the Rotary International Districts.
The R.I. Clubs and individual Rotarians, who accepting the Association objectives, request to join as Adherent Members with no right to vote.
It is not allowed a temporary membership of the Association cannot being in any case granted the right of with drawl.  In order to become members of the Association, the R.I. Districts must have the approval of at least two thirds of the relevant Clubs.  Consequently the District may apply for membership will be entitled, at the Assembly of the Association, to a one vote.
Rotarians, that the Board of the Association considers capable of offering a contribution of activity and prestige due to their experience, titles and profession can become Honorary and Meritorious Members with no right to vote.
The participation in the Association activity is not only confined to payment of the yearly subscription, but also includes a commitment to develop actions for the environment problems, at any level, in conformity  with the spirit of the Rotary International.
The membership ceases at death, renunciation in the case of Districts or Clubs, default in the payment
of dues longer than one year, for the withdrawl of the Club, or when performing activities that the Board considers in conflict with the mission of the Association, for violations of the organization rules.  In this last case, the banishment of a Member is to be deliberated by the Members Assembly.
The withdrawl of a Club from the Association does not involve the Rotarians belonging to the said Club, it self who intend to remain Members of the Association.
The contribution will be volunteer and will be indicated yearly by the
Association's Board according to the type of membership.

ART. 6 - INCOMES

Incomes are represented by the contribution mentioned in the previous Art. 5, plus public and private subsidies, donations and/or legacies

ART. 7 - FINANCIAL YEAR

The financial year expires on June 30 of every year.
For every financial year is drawn up a budget and an annual balance sheet.  The balance and relevant statements shall be deposited in the Association registred office for a fifteen days period before the Members Assembly called for the approval of the same.  Copies of the same can be required being the expenses paid by the applicant.

ART. 8 – ORGANIZATIONAL STRUCTURE OF THE ASSOCIATION

The Association organization includes the following structures:
1 - the Members Assembly;
2 - the Chairman of the Board of Directors
3 - the Deputy Chairman of the Board of Directors;
4 - the Board of Directors;
5 - the Executive Committee;
6 - the Secretary of the Board;
7 - the Auditors Committee;
8 - the Warranters Committee;
9 - the Scientific Committee;
10-the Promotion Committee.

The Board of Directors might appoint a Secretary General and a Treasurer.
The appointment of the members of the bodies of the Association cannot be subject to any constraint or limit and shall be in line with the principles of the widest free participation.

ART. 9 - ASSEMBLY

The assembly is composed of all Members of the Association and is most the main body (see art. 5).
The Members Assembly is convened by the Board in the premises of the Head Office or anywhere in Italy or in Europe, normally once a year, within four months from the end of the financial year, and when requested in writing by at least one tenth of the Members.
The ordinary Assembly deliberates in:
a) the annual report of the Board on the activity carried out by the Association;
b) the annual balance-sheet;
c) the designation of the Board of Directors (see art. 12);
d) the designation of the Auditors Committee;
e) the nomination of any other organ of the Association;
f) at any other argument proposed by the Board of Directors;
g)the determination of the yearly volunteer membership rate for Districts, Clubs and individual Rotarian;
h)the rules that regulates the activity of the Association
i )The eventual allocation of managements profits, finds and capital if it is permitted by the law and by the present statute.
l)the dissolution, the severance indemnity of the Association and the devolution of its estate.

ART. 10 - CONVOCATION

The Assembly is convened, and as the Board decides, members entitled to vote are notified by letter, or any other type of written information, including Rotary papers, at least twenty days before the meeting date within specified place, day, time of the meeting in first call and in second call all the subject to be treated, sent to all shareholder at the addresses registered in the share register to the Members of the board of Directors, to the revisors and to everybody that is part of the Association.
lf there are more than fifty people with the rights to partecipate to the assembly the call should change to a letter that has to be sent twenty day before the date fixed for the assembly; a notice has to be with evidence published twice, on a newspaper of a large diffusion in the territory of the Association.
The Assembly is held, on special occasions, whenever the Board considers the meeting necessary or when required by law or at the request of at least one third of the Members.

ART.  Il - MEMBERS ASSEMBLY AND RELEVANT DELIBERATIONS An ordinary meeting is valid, in the first convocation, when at least half of the Members entitled to vote, are present.  When the majority is not obtained, a second convocation is to be made within fifteen days from the first and, in this case, the meeting is valid with any number of Members entitled to vote, unless the meeting concerns items included in parts e) - d) and g) of art. 9.

In this case a minimum presence of 15% of voting members is required.
Special meetings, which are generally held for amendments to the By-Laws, for dissolving the Association and devolution of properties and for actions against Officials of the Association, are valid when, in both the first and second convocation, 50% plus one members are present.  Both ordinary and special meetings are considered valid, even in absence of regular convocation, when all Members entitled to vote, all the Board Members and all the Auditors are Present.
In all cases, either ordinary or special Assemblies, in the first or second convocations, deliberations require the approval of the majority of the members with the right to vote, actually present.  In the meetings for the approval of the balance-sheet or for the discussions regarding Officials' responsibilities, the Officials have no right to vote.
The Members can delegate other Members by writing; each Member cannot have more than three proxies.
The Assembly is chaired by the President of the Board or, in his absence, by the Vice-President or by the senior Official; when none of them are available, the Assembly will proceed to appoint one of the present members as Chairman.  The Assembly appoints a Secretary who will write up the meeting report, duly undersigned by the Chairman.  It is the responsibility of the Chairman to verify the regularity of the meeting, of the proxies and, in general, the right to participate in the assembly.

ART. 12 - THE BOARD OF

DIRECTORS

The Board consists of a minimum of 9 and a maximum of 15 members subdivided as follows:
a) four, elected among Rotarians Past­Governors of Districts members of the Association, indicated by the Governors in charge of
the same Districts.
b) the others, representing the Rotary Clubs members, selected among candidates indicated by each Club or, in absence of indications, among Rotarians.
The Board appointment lasts three years.  In case a Director resigns, before the regular termination of the Board, the latter will appoint another member of the same category in charge until the subsequent Assembly.
All the Members of the Board may be reelected.
No compensation is due to the Members of the Board; however they are entitled to the reimbursement of the expenses authorized by the Board.
The meetings of the Board are attended by the members of the Executive and Warranters Committees.

ART. 13 - POWERS OF THE BOARD The Board bas all the powers related to the ordinary and special management of the Association, with the exception of those that the law and the By-Laws attributes to the Assembly.

The Board will:

a) nominate a President among its own members and can also appoint one or more Vice-Presidents, one of whom should be a Past-Governor;
b) nominate a Secretary General and a Treasurer who can be Rotarians, not necessarily members of the Board. fixing, if required, the relevant compensation;
c) appoint an Executive Committee composed of a minimum of 5 and a maximum of 7, chosen among its members.  The President of the Board ­member by right - will be also the President of the Committee.  The Board may delegate part of its powers to the Executive Committee, establishing, when necessary the limits of the delegation;
d) convene the Members Assembly;
e) prepare the Annual Report, the Balance-sheet and the Budget for the Members Assembly;
f) hire and dismiss employees;
g) approve the initiatives, in line with the activity and the mission of the Association as indicated in art. 2 of the By-Laws, selected among those proposed by the Assembly, the Executive Committee, the Scientific Committee and the Promotional Committee;
h) appoint, after having fixed the number of the members, the members of the Scientific and Promotional Committees and the relevant Presidents.
The President of the Board is the legal representative with respect to third parties and legal problems, is elected for a period of three years and can be re-elected.  In case of absence or impediment of the President, the representation is taken over by the Vice-President or the Vice-Presidents (separately if more than one).  The signature of the Vice-President certifies the absence or the impediment of the President.  A reimbursement of expenses is expected but must be noticed, documented and strictly connected to the held offíce.

ART. 14 - CONVOCATION AND DELIBERATION

President of the association represent the Association to third parties and in judgement.
President can as well attribute representation after a deliberation of the board of Director, to people unrelated to the board of Director.
The President, or his representative, takes care of the actuation of Assembly and Board deliberations, convenes the Board by certified letter or cable or fax, to be sent at least fifteen days before the meeting to the effective members, specifying the agenda.
The Board will also be convened when at least three Directors, the Auditors or the Warranters, according to the subsequent Art. 17, make such a request, indicating the topics of the meeting.
The Board is also validly convened, in absence of convocation, when all the members are present together with all Warranters and Auditors.
In the case of a regular convocation, the presence of at least one third of the Board Directors and one Warranter, is required.  The Board meeting is chaired by the President or one of the Vice-Presidents.  Taking into consideration what is foreseen in the subsequent Art. 17, the deliberations are taken by the majority of those present and in case of parity of votes, the vote of the Chairman will prevail.
The meeting report will be prepared by the Secretary and undersigned by the same together with the Chairman.
The Board will meet at least once a year for the approval of the Annual Financial Report to be submetted to the Assembly and for the preparation of the budget for the following year.
The meetings of the Board will be held in the Association Head Office, unless differently indicated in the meeting convocation.
The Board operates in line with the indication of the Warranters Committee as per Art. 17 of the present By-Laws.  Vice President substitute President in any his function and every time he can not fulfil his office
A Vice President intervent is proof of a President impediment to third parties.

ART. 15 - THE EXECUTIVE COMMITTEE

The Executive Committee is composed of a minimum of 5 and a maximum of 7 members appointed by the Board and in addition to the Board President who is member by right.
Its meetings are attended also by the Secretary General, the Treasurer, the Presidents of the Scientific, Promotional and Auditors Committees.
Attendees by right are also the members of the Warranters Committee entitled to the powers and the rights foreseen in the following Art. 17 which covers the right to vote and the use of the veto faculty.  The Executive Committee has the mission and the responsibility of implementing operationally the activities decided by the Members Assembly and delegated to the Board; it takes decisions on all problems concerning the carrying out of the projects promoted and/or approved by the Board.  The Committee is chaired by the Board President who convenes it whenever he seems it necessary to have a meeting and, in any case, at least four times a year and when requested by at least three of its members.
The Executive Committee is convened by certified letter or cable or fax at least seven days before the meeting date, with the indication of the agenda.
The Executive Committee is validly convened, in absence of convocation, when al] the members are present together with the members of the Warranters and Auditors Committees.
In the case of a regular convocation, the presence of at least one half or the members and at least one Warranter, is required.
Taking into consideration what is foreseen in the subsequent Art. 17, the deliberations are taken by the majority of those present in case of parity, the vote of the President will prevail.
The Executive Committee meeting report is undersigned by the Chairman.
The Executive Committee coordinates the activity of the Scientific and Promotional Committees.

ART. 16 - THE AUDITORS COMMITTEE

The Auditors Committee is composed of three effective members  and two substitutes; it is appointed by the Members Assembly and operates for three years.  The Committee checks the administration of the Association, controls the respect of the laws and By-Laws and verifies the regularity of the accounting operations, preparing its own report to be presented to the Members Assembly together with the Annual Report and the Balance-sheet, for approval.  The Committee is entitled to make any type of control on the accounting and financial management of the Association.
The Auditors are selected among Rotarians with experience in finance and accounting, professional qualified, in whatever Rotary District they belong to.

ART. 17 - THE WARRANTERS COMMITTEE

The Warranters Committee consists of the Governors in charge of all the Districts members of the Association or of former Rotary International past-Governors indicated by the Governors of the Districts members of the Association.
This Committee has the right to participate in the meetings of the Board and each members is entitled to one vote.
The Warranters Committee has the mission to:

a) control the activity performed by the Association in order to ascertain that such activity is carried out for achieving the institutional objectives of the Association, in order to avoid direct or indirect interferences with initiatives, if any, made by Districts or individual Clubs, for the realization of the Rotary International programs;
b) verify that every initiative, behaviour and activity of the Association, of the Board and of the Executive Committee is conforms to the principles and the regulations foreseen by the Rotary International Manual of Procedures:
c) ascertain that every activity of service and project for the institutional mission of the Association, be adequate, for nature and scope, to the possibility and capability of the Districts and individual Clubs to carry it out successfull even if in cooperation with Institutions, Bodies and Subjects external to the Rotary International organization, safeguarding the guarantees mentioned in the previous parts a) and b);
d) express, in advance, the right of veto on the proposals of the Board and of the Executive Committee, whenever remarking initiatives, acts and behaviours not conforms to the regulations and spirit of the present By-Laws or in contrast with the Rotary International Manual of Procedures and the laws of the States where to the Association operate.
Every time the right of veto is exercised by the Committee, the latter will officially give a detailed notice to the Auditors.  The right of veto is effective when supported by the majority.

ART. 18 - THE SCIENTIFIC

COMMITTEE

The Scientific Committee is chaired by a President appointed by the Board and selected among experienced Rotarians; the Committee lasts three years, in absence of revocation.
The revocation for unavailability or incapability to cover the position, must be decided by the Board.
In case of revocation and/or dismission ot the President Committee, the Board proceeds to his replacement for the remaining period to the end of the triennium.
The Scientific Committee's President concours to the indication to the Board the Committee members to appoint.  Such members will be chosen among Rotarians of proven scientific and specific experience.
The function of the Committee is to establish programs, projects, evaluations, express conclusions about the Association activity, together with the realization and the evolution of the projects approved by the Board.
The Committee will be subdivided into working parties according to the specific matters to be handled.
The members of the Scientific Committee will meet whenever the President considers it necessary
In any case, the Committee will meet at least once every three months.

ART. 19 - THE PROMOTION COMMITTEE

The Promotion Committee is chaired by a President appointed by the Board and selected among experienced Rotarians The Committee lasts three years, in absence of revocation.
The revocation for unavailability or incapability to cover the position, must be decided by the Board.
In case of revocation and/or dismissions of the President, the Board proceeds to his replacement for the remaining period to the end of the triennium.
The Promotion Committee's President concours to the indication to the Board the Committee members to appoint.  Such members will be chosen among Rotarians of proven experience in the Il media" sector, in public relations and ancillary activities of mentioned sectors.  The function of Promotion Committee is to enforce the activities and demonstrations promoted by the Association within the field of specific projects from an advertising and financial point of wiew and approved by the Executive Committee.  The members of Promotion Committee will meet whenever the President considers it necessary. In any case, the Committee will meet at last once every three months.

ART. 20 - DOCUMENTATION OF THE ASSOCIATION

Books of documentation must be kepi on file by the responsible organs:

a) minutes of the Members Assembly;
b) minutes of the meetings of the Board Directors;
c) minutes of the meetings of the Executive Committee;
d) minutes of the meetings or the Auditors Committee;
e) minutes of the meetings of the Scientific Committee;
f) minutes of the meetings of the Promotional Committee;
g) registry of the Members;
h) daily log;
i)  inventori register.
Before utilization by interested parties, the books of documentations must be legally certified.

ART. 21 - DISBANDMENT

It is forbidden to the association to distribute even indirectly working surplus and profits anyhow named as well as fund, reserve or capital during the life of the Association, except the cause in which the destination or distribution are imposed by law or done in favour of non profitable but socially useful which are part of the same structure, according to law, statute or regulations.
The Association is bound to invest working profits or surplus for the realisation of the institutional activities or of those directly connected.

ART. 22 - DISBANDMENT

The Association disbands, not only by the causes foreseen by the laws and by its own deliberation, but also by a Rotary International decision, taken in accordance with the Rotary International Manual of Procedures, except, in this last case, the right of the Association to continue its proper activities, outside the Rotarian Organization.
In case of dissolution, the Association is bound to transfer its properties to other non profitable organisations but socially useful or to a public utility aim after having had the opinion of the board of control as per Article 3, 190 subjection to the 23 december 1996 n. 662 law, any different destination statued by law excepted.

ART. 23 - CRITERIA FOR REFERENCE

For what is not expressely foreseen by the present By-Laxs, reference must be made to the existing legislative standards in the Book I' Title Il of the Italian Civil Code and to the Rotary International Manual of Procedures.