ARTICLE 1 - CONSTITUTION AND COMPANY NAME
An association called "Un Ponte Per - Ente di Terzo Settore" in short also known as "Un Ponte Per ETS" or "UPP ETS" with headquarters in Rome is established pursuant to the Civil Code and the Third Sector Code (Legislative Decree 117/2017 and subsequent amendments).
The duration of the Association is set for an indefinite period.
The symbol of the Association is an upward-pointing arrow at a 90° bend to the right with the words 'Un Ponte Per' superimposed and a line at the bottom.
ARTICLE 2 - SOCIAL PURPOSES
The Association is non-denominational, non-partisan, and is against any form of discrimination based on gender, origin, language, religion, census, political opinions, personal and social conditions. It is constituted for the non-profit pursuit of civic, solidarity and socially useful purposes.
The Association works for peace and rapprochement between peoples with different cultures, languages, religions and traditions for the purpose of fair and peaceful coexistence and promotes non-violent conflict management.
The Association recognises anti-fascist values and ideals and intends to promote social and environmental justice and respect for all human rights of every person.
The Association is committed to spreading a strong sense of solidarity with the victims of war.
The Association repudiates war as a means of settling international disputes, and is committed to opposing any cultural and economic tendency by any party to the political, economic, military, cultural and neo-colonial domination of peoples.
The Association promotes the knowledge of the culture of peoples on a global level, starting with those of South West Asia and the other Mediterranean peoples.
The Association supports civil society and social and human rights movements in the countries in which it operates and promotes twinning, cooperation and stable relations with Italian and European civil society and movements.
In particular, the Association, alternatively or cumulatively, pursues the above-mentioned aims mainly in favour of third parties through the following activities of general interest, as referred to in Article 5 of the Third Sector Code
The Association may join coalitions, co-ordinations, as well as other associations, including second-level, national and international associations pursuing similar, complementary or related purposes and in any case never having, or being related to, profit-making purposes.
The Association may carry out different, secondary and instrumental activities with respect to the activities of general interest, also for consideration, within the limits and according to the criteria provided for by the regulations in force and in particular by Article 6 of the Code of the Third Sector Organisation and subsequent amendments and additions, and whose possible proceeds or margin are used to achieve the general institutional purposes also intended to support the Association, according to the criteria and limits provided for by the regulations in force also through the use of voluntary and free resources, in particular
The Association may carry out fundraising activities, including in an organized and ongoing manner, and by soliciting the public or through the provision or donation of goods or services of modest value, employing its own resources and those of third parties, including volunteers and employees, in compliance with the law. This may include, for example, the organization of events, social dinners, campaigns, etc., and the request for donations, bequests, and non-reciprocal contributions from third parties — with the purpose of financing its activities of general interest and in accordance with the principles of truthfulness, transparency, and fairness in relations with supporters and the public.
The Association may make use of volunteers in carrying out its activities within the limits established by law. Volunteers who perform non-occasional volunteer work are registered in a specific register held by the Association. Those performing non-occasional volunteer work for the Association may be reimbursed only for expenses actually incurred and documented for the activities performed, within maximum limits and according to the procedures established by law, by the National Committee, and under the same conditions applicable to the same corporate offices referred to in this Statute. Volunteers are insured against accidents and illnesses related to their volunteer activities, as well as for civil liability towards third parties, through an appropriate collective insurance policy.
The Association may employ employees and collaborators/collaborators in order to guarantee the highest quality and specialisation in its interventions and management. Employees and collaborators/collaborators shall be remunerated in accordance with the relevant legislation and in any case within the limits established by the Code of the Third Sector and implementing decrees and subsequent amendments. Compliance with the legal parameters for this part will be highlighted in the social report.
ARTICLE 3 - ASSOCIATE/MEMBER STATUS AND MEMBERSHIP TERMS
Membership is open to all persons who share the aims of the Association and strive to achieve them.
Associations, other non-profit private law bodies, as well as institutions may be associated as long as their aims and/or actions do not conflict with the aims and/or actions of the association.
The number of members is unlimited.
Anyone wishing to join the Association must submit a written application to the National Committee, by email, website or other means determined by the National Committee, indicating:
Admission as an associate member of the Association is decided by the National Committee within sixty days of receipt of the application according to non-discriminatory criteria, consistent with the aims pursued and the activities of general interest carried out. The decision of admission shall be communicated to the interested party and recorded by the National Committee in the Register of Members. In the event of rejection of the application for admission, the National Committee must communicate it within 60 days in writing, also by email, with the relative reasons, to the persons concerned, who within the following 60 days may request that the Assembly decide on the application, which shall deliberate on the matter at the first useful meeting.
Members are registered in the Members’ Book maintained by the National Committee, with a record of the payment of the membership fee established by the National Committee. The membership fee for each member is annual and valid from January to December of the year of registration. Membership cannot be assigned or transferred. Amounts paid as membership fees are non-refundable, non-adjustable, and non-transferable.
ARTICLE 4 - RIGHTS AND OBLIGATIONS OF MEMBERS
The status of associate member is indefinite and may be terminated only in the cases provided for by law or by these Articles of Association within the limits of the provisions of the law. Provisions that violate this principle by introducing admission criteria that are instrumentally limiting in terms of rights or for a fixed term are therefore not permitted.
The membership fee is not transferable under any title and is not linked to the ownership of shares or quotas.
Every member, provided they are up to date with the payment of membership fees, is entitled to
Members are obliged to:
Membership ceases due to death, withdrawal or exclusion.
Exclusion is decided by the National Committee by reasoned resolution in the following cases:
The member or associate declared excluded may, within thirty days from the communication of exclusion, appeal to the Assembly by registered letter or pec sent to the Presidency of the Association. After hearing the written or oral counter-arguments of the interested party, the Assembly shall decide by secret vote. The decision of the Assembly shall be communicated in writing by the Chair of the Assembly to the excluded member. The provisions of the law on exclusion remain unaffected.
The member may withdraw from the Association at any time by notifying the National Committee by registered letter or other means ensuring proof of receipt.
Withdrawal has immediate effect; it does not release the withdrawing member from the obligation to pay the membership fee for the current year; in any case, it does not entitle the member to repayment of the amount paid to the association.
ARTICLE 5 - ASSETS and REVENUE
The Association's assets consist of:
It is forbidden to distribute profits, operating surpluses, reserves and funds, howsoever called, and the real and movable assets of the Association to the founders and foundresses, members, members of the National Committee and those of the Internal Control Committee, the directors and administrators, employees, collaborators and collaborators, in any form, direct or indirect, even in the case of withdrawal or in any other case of individual dissolution of the association relationship.
ARTICLE 6- FINANCIAL YEAR and SOCIAL BUDGET
The financial year runs from 1 January to 31 December of each year. At the end of each financial year, the National Committee prepares the annual financial statements, consisting of the balance sheet, the management report, showing the income and expenses of the organisation, and the mission report illustrating the balance sheet items, the economic and management performance of the organisation and the way in which it pursues the statutory purposes, and the social balance sheet, if required by law, and submits it to the Assembly for approval within 180 days of the end of the financial year.
In its annual accounts, the National Committee shall account for the secondary and instrumental character of any activities other than those of general interest.
The annual financial statements, and where applicable the annual financial statements, are communicated to the Internal Control Committee and the statutory auditor at least 30 days prior to the date set for the Members' Assembly to discuss them.
The annual financial statements, and the balance sheet where required by law, with the report of the Internal Control Committee and the report of the statutory auditor, must remain deposited at the Association's headquarters during the fifteen days preceding the General Assembly of Members for discussion and approval.
Members may inspect them at the Association's headquarters at any time and request a copy, transmitted by digital means. The financial statements and, if applicable, the balance sheet, are published on the Association's website within 30 days of their approval, signed by the Presidency, together with the Assembly Resolution approving them.
ARTICLE 7- CORPORATE BODIES
They are organs of the Association:
All offices are free of charge, subject to the reimbursement of expenses actually incurred and documented for the performance of duties, in accordance with the criteria and procedures established by the National Committee.
ARTICLE 8 - ASSEMBLY OF MEMBERS
A. Functions
The Members' Assembly:
B. Convocation
The Assembly is convened by the National Committee, at the headquarters of the Association or at another location, at least once a year, within 180 days after the end of the financial year, for the approval of the annual financial statements and, if required, the balance sheet.
The Assembly must also be convened whenever the National Committee deems it necessary or when a reasoned request is made by at least one tenth of the members with voting rights.
The Assembly is convened by means of a notice, containing the date, time and place of the meeting, the date of the second call, if any, and the list of matters to be discussed, sent to each member by e-mail or ordinary mail at least seven days before the meeting.
In the event of the appointment of the corporate bodies, the convocation shall be made at least thirty days prior to the date set for the meeting; together with the notice of convocation, the procedures for the submission of candidatures for the election of the members of the corporate bodies shall also be communicated in order to encourage the widest participation.
The convocation is in any case valid if it is sent to the address, including e-mail, communicated by the member in the application for membership or subsequently changed by written communication validly received by the Association.
C. Voting rights
All members who have duly paid all membership fees due and have been registered for at least three months are entitled to vote. Voting is exercised in an open manner.
D. Unfolding
The Assembly is chaired by the President or Co-President of the Association, or in his absence by the most senior member of the National Committee; the minutes of the Assembly are taken by a secretary appointed by the President of the Assembly, or by a Notary Public in the cases provided for by law or if the National Committee deems it appropriate. The relevant minutes shall be transcribed in the Members' Assembly minute book. The President of the General Assembly has general ordering powers in order to ensure the smooth running of the meeting and guarantee each participant the free and unhindered exercise of his or her rights as a member; the President of the General Assembly may allow non-members to attend the meeting as experts in order to provide those present with the information they need to consciously exercise their right to vote.
The Assembly is normally held in the simultaneous presence of the participating members at the place fixed by the notice of convocation.
When these conditions are met, the Assembly is considered to be held at the location where the President and the secretary are present.
E. Majorities
The Assembly is validly constituted with the presence of half plus one of the members entitled to vote and decides by a majority of the votes cast by those present.
In second convocation, the Assembly resolves with the favourable vote of the majority of the votes cast by those present, whatever the number of members attending.
The Extraordinary Members' Assembly is validly constituted, in first call, with the presence of at least half plus one of the members and deliberates with the favourable vote of the majority of those present, while in second call it is validly constituted with the presence of at least 30% (thirty per cent) of the members and deliberates with the favourable vote of the majority of those present.
At the Extraordinary Assembly and only at this one, voting by proxy is permitted, it being understood that each member may represent a maximum of three members.
In resolutions concerning their responsibility, members of the National Committee do not have the right to vote.
ARTICLE 9 - THE NATIONAL COMMITTEE
The National Committee is composed of a minimum of three and a maximum of ten members, chosen from among the members, promoting the participation of younger generations and gender diversity, in addition to the President and the Co-President. Article 2382 of the Italian Civil Code applies.
The National Committee serves a term of three fiscal years and its mandate expires on the occasion of the Assembly convened for the approval of the financial statements of the third fiscal year; members of the National Committee are eligible for re-election.
The National Committee acts in implementation of the will and general directions of the Assembly, to which it reports directly and from which it may be revoked with justification, including with reference to individual members.
The National Committee is vested with the broadest powers for the political management of the Association, based on the determinations of the Assembly, and for the ordinary and extraordinary management of the Association, without prejudice to the powers assigned to the Assembly and those assigned to the President.
In particular, the National Committee, without prejudice to any other powers provided in this Statute:
The National Committee meets at least once every two months and is validly constituted with the presence of the majority of its members. The National Committee is convened by the President, and may also be convened at the request of the Co-President, the majority of its members, or the General Management, through a notice sent to all members by email or equivalent means at least five days in advance, containing the agenda, time, place, and mode of the meeting. By submitting a request at least three days before the meeting, each member of the National Committee may request the integration of the agenda, specifying the additional matters to be addressed. The President or Co-President shall communicate to the members and to the general membership, via email or similar means, the consolidated agenda, location or mode, and time of the National Committee meeting, at least two days before the scheduled meeting.
Any member may attend the National Committee meetings without the right to vote, including remotely, unless the National Committee decides that confidentiality requirements prevent the participation of members (e.g., when matters concerning personnel are discussed).
The National Committee is chaired by the President or the Co-President, or in their absence, by the longest-serving member of the National Committee. The National Committee appoints a secretary from among its members, even on a rotating basis, who is responsible for drafting the minutes of the meetings, which are then entered into the Association’s Minute Book.
The National Committee meets at the Association’s registered office or at another location indicated in the notice of convocation and may also meet via audio/video connection through remote communication tools (Skype, videoconference, teleconference), provided that:
The National Committee adopts decisions by consensus among the members present at the meeting; for the resolution to be valid, the minutes must state that no member present opposed the decision made.
The National Committee has exclusive competence over decisions to contract loans or financing and for the purchase and sale of real estate. By unanimous resolution and for specific operations, this competence may be delegated to the President.
The National Committee appoints, with the favorable vote of the majority of its members, including from outside the Committee, and determines their remuneration according to applicable law, a General Director, to whom it may delegate all or part of the ordinary management powers, defining the terms of reference and the programmatic objectives to be pursued. The General Director also implements the resolutions of the National Committee and participates in its meetings without the right to vote.
ARTICLE 10 - THE PRESIDENT
The President of the Association is elected by the Assembly at the same time as the other members of the National Committee, is a member of the National Committee and remains in office for the term of office of the National Committee.
The President may only be elected for two consecutive terms and may only serve a third consecutive term if appointed with the quorums and majorities provided for Extraordinary Members' Assembly.
The President is the legal representative of the Association vis-à-vis third parties and in court and performs all acts that commit the Association externally.
The President and Co-President have the institutional representation of the Association.
If authorised by the National Committee, the President may grant power of attorney for specific categories of acts to the Director General.
ARTICLE 11 - THE CO-PRESIDENT
The Co-President of the Association is elected by the Assembly at the same time as the other members of the National Committee, is a member of the National Committee and holds office for the term of office of the National Committee.
If the Assembly is unable to elect the Co-President, the appointment of the Co-President shall be included in the items to be discussed at the next budget approval meeting.
For the term of office, revocation, resignation and expiry, the provisions of the preceding Article of these Statutes for the President shall be followed.
The Co-President shares all powers and responsibilities with the President except for legal representation, which is exclusively attributed to the President.
The Co-President replaces the President in all his or her duties whenever the latter is temporarily prevented from exercising his or her functions.
The President and Co-President must identify with different genders and will work with maximum horizontality, information sharing and a collaborative spirit in assisting association activities.
ARTICLE 12 - HONORARY PRESIDENT
The Assembly may appoint an Honorary President, chosen from among the members with the longest seniority in the Association and who have actively participated in its activities.
The Honorary President represents the association in public meetings and with other associations and participates in the National Committee without voting rights.
ARTICLE 13 - LOCAL COMMITTEES
Groups of at least 3 members may form Local Committees of the Association.
Any group of members wishing to set up a Local Committee must apply in writing, also by telematic means, to the National Committee, which decides at the next meeting by consensus with a reasoned resolution of admission or rejection.
Local Committees must be recognized by the National Committee in order to use the name and symbol of the Association, to establish themselves as local operational offices of the Association with local authorities and registers, to open bank accounts, to submit funding requests to public bodies, and to organize initiatives or raise funds on behalf of the Association.
Each Local Committee may delegate a contact person to attend meetings of the National Committee, to which the Committees are always invited.
ARTICLE 14 - INTERNAL CONTROL COMMITTEE
The Members' Assembly appoints, if the conditions provided for in Article 30 of the Third Sector Code are met, a Internal Control Committee, collegiate, composed of three members, or also monocratic. Article 2399 of the Civil Code applies to the members of the Internal Control Committee. The members of the Internal Control Committee must be chosen from the categories of persons referred to in Art. 2397(2) of the Civil Code. In the case of a collegial Internal Control Committee, the aforementioned requirements must be possessed by at least one of the members. The Members' Assembly appoints the Presidency of the Internal Control Committee.
The term of office of the Internal Control Committee is three financial years and expires at the Members' Assembly called to approve the financial statements of the third financial year; members of the Internal Control Committee are eligible for re-election.
The Internal Control Committee is responsible for:
ARTICLE 15- INTERNAL AUDITOR
If the prerequisites set forth in Article 31 of the Third Sector Code and subsequent amendments and additions are met, the Members' Assembly, upon justified proposal of the Internal Control Committee, appoints the Internal Auditor, or alternatively, pursuant to Article 30. paragraph 6 of the Third Sector Code, may assign the Internal Control Committee the task of statutory audit provided that all its members are enrolled in the appropriate register of statutory auditors.
The term of office of the Internal Auditor is three financial years and expires at the Members' Assembly called to approve the financial statements for the third financial year.
ARTICLE 16 - DISSOLUTION AND DEVOLUTION OF RESIDUAL ASSETS
In the event of the dissolution or winding up of the Association, the remaining assets shall be allocated, subject to the positive opinion of the competent authority under the law and unless otherwise required by law, to other Third Sector entities with purposes similar or related to those of the Association, in accordance with the statutory provisions or the decision of the competent corporate body, or, in the absence thereof, to the Fondazione Italia Sociale.
The Assembly shall appoint one or more liquidators, defining their respective powers.
ARTICLE 17 - REFERENCE TO THE LAW
For matters not provided for in these Articles of Association, reference shall be made to the applicable laws and any regulations and policies to be issued by the National Committee and/or the Assembly.
Approved by Members' Assembly held in Rome on 29 June 2025.
Registered in Rome on 08/07/2025 under no. 6706 series 1T.